(State of other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Date: February 13, 2020 | Chart Industries, Inc. (Registrant) |
By: /s/ Jillian C. Evanko | |
Jillian C. Evanko Chief Executive Officer, President, Chief Financial Officer and Treasurer |
• | Full year record orders of $1.413 billion, a 23.7% increase (10.8% organic) over full year 2018, driven by record orders in trailers, LNG fueling stations, cryogenic equipment in India, lasers, hydrogen, cannabis and water treatment. |
• | Record backlog ($762.3 million), up 34.2% from the fourth quarter of 2018 (32.2% organic increase) driven by strong fourth quarter 2019 orders including the highest order quarter in history for Distribution & Storage Western Hemisphere (“D&S West”). |
• | Received engineering release in December 2019 for a Big LNG project for which orders are expected to be received in 2020. |
• | Full year record sales of $1,299.1 million, a 19.8% increase over 2018 supported by record organic sales. |
• | Full year reported earnings per diluted share $1.32 included substantial transaction, integration and restructuring costs, resulting in full year record adjusted diluted EPS of $2.52. The one-time costs in 2019 were related to restructuring and integration work that is expected to return $38.3 million annually beginning in 2020. |
• | Increased 2020 base revenue guidance to $1.645 billion to $1.710 billion and base adjusted diluted EPS guidance to $4.90 to $5.50, reflecting timing and strength of fourth quarter 2019 order activity. |
FY 2019 | ||||||||
GM% | GM% Normalized | SG&A $ | SG&A $ Normalized | |||||
E&C Cryo | 17.6 | % | 19.2 | % | 28.7 | 27.2 | ||
E&C FinFans | 28.3 | % | 29.4 | % | 33.6 | 31.7 | ||
D&S West | 34.2 | % | 34.5 | % | 48.7 | 47.6 | ||
D&S East | 15.4 | % | 21.1 | % | 34.7 | 33.6 | ||
Corp | 70.4 | 55.4 | ||||||
Chart | 25.9 | % | 27.9 | % | 216.1 | 195.5 | ||
Q4 2019 | ||||||||
GM% | GM% Normalized | SG&A $ | SG&A $ Normalized | |||||
E&C Cryo | 25.8 | % | 26.1 | % | 6.1 | 5.7 | ||
E&C FinFans | 25.8 | % | 28.1 | % | 9.0 | 7.9 | ||
D&S West | 33.1 | % | 33.1 | % | 10.7 | 10.5 | ||
D&S East | 11.1 | % | 18.8 | % | 8.2 | 7.9 | ||
Corp | 19.1 | 16.1 | ||||||
Chart | 25 | % | 27.4 | % | 53.1 | 48.1 |
• | Revenue: Our revenue outlook is $1.645 billion to $1.71 billion, compared to the prior total revenue outlook of $1.615 to $1.68 billion. The increase is driven from the timing shifts of fourth quarter 2019 orders and revenue. Both guides are and were inclusive of $100 million dollars of Calcasieu Pass related revenue. While we expect to receive formal notice to proceed (“FNTP”) on Driftwood and Cheniere Corpus Stage 3 Big LNG projects in 2020, these opportunities are not included in our current revenue or earnings per share guidance. |
• | Adjusted Diluted EPS: We expect full year adjusted earnings per diluted share to be in the range of $4.90 to $5.50 per share, on approximately 36.1 million weighted average diluted shares outstanding. This is an increase from our prior outlook of $4.75 to $5.25 per share. This excludes any restructuring costs and transaction-related costs, or any dilution associated with our convertible notes, and as such is a non-GAAP measure. |
• | Timing within the year: The 2020 outlook is weighted to the second half of the year for both revenue and earnings. Typically, the first quarter of the year is our lowest quarter, and we expect that will hold true in 2020, with expected results at or slightly below our fourth quarter 2019 results. Additionally, Calcasieu Pass revenue recognition will primarily be in the third and fourth quarters. |
• | Tax rate: Our 2020 tax rate is assumed at 20%. This is an improvement from our prior outlook’s tax rate of 21%, driven by the strategic tax planning efforts completed in the fourth quarter of 2019. |
• | Capital Expenditures: Our capital expenditure outlook remains between $35 and $40 million, inclusive of $30 million of maintenance capex and between $5 and $10 million related to our productivity and strategic capacity expansion activities. Note that this range is consistent with our 2019 actual capital spend of $36.2 million. |
• | Free Cash Flow: Our free cash flow outlook is $180 million to $210 million, inclusive of $30 million of free cash flow related to Calcasieu Pass. |
Jillian Evanko |
Chief Executive Officer |
630-418-9403 |
jillian.evanko@chartindustries.com |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Sales (1) (2) | $ | 342.4 | $ | 290.1 | $ | 1,299.1 | $ | 1,084.3 | |||||||
Cost of sales | 256.7 | 216.2 | 962.3 | 788.4 | |||||||||||
Gross profit | 85.7 | 73.9 | 336.8 | 295.9 | |||||||||||
Selling, general, and administrative expenses | 53.1 | 41.4 | 216.1 | 181.9 | |||||||||||
Amortization expense | 11.5 | 6.2 | 39.8 | 21.9 | |||||||||||
Operating expenses | 64.6 | 47.6 | 255.9 | 203.8 | |||||||||||
Operating income (1) - (8) | 21.1 | 26.3 | 80.9 | 92.1 | |||||||||||
Interest expense, net | 6.8 | 3.5 | 25.3 | 21.4 | |||||||||||
Other expense, net | 5.1 | 0.9 | 2.8 | 1.7 | |||||||||||
Income from continuing operations before income taxes | 9.2 | 21.9 | 52.8 | 69.0 | |||||||||||
Income tax (benefit) expense | (3.3 | ) | 3.7 | 6.0 | 13.4 | ||||||||||
Net income from continuing operations | 12.5 | 18.2 | 46.8 | 55.6 | |||||||||||
Income from discontinued operations, net of tax (9) | — | 29.7 | — | 34.4 | |||||||||||
Net income | 12.5 | 47.9 | 46.8 | 90.0 | |||||||||||
Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | 0.1 | 0.2 | 0.4 | 2.0 | |||||||||||
Net income attributable to Chart Industries, Inc. | $ | 12.4 | $ | 47.7 | $ | 46.4 | $ | 88.0 | |||||||
Net income attributable to Chart Industries, Inc. | |||||||||||||||
Income from continuing operations | $ | 12.4 | $ | 18.0 | $ | 46.4 | $ | 53.6 | |||||||
Income from discontinued operations, net of tax | — | 29.7 | — | 34.4 | |||||||||||
Net income attributable to Chart Industries, Inc. | $ | 12.4 | $ | 47.7 | $ | 46.4 | $ | 88.0 | |||||||
Basic earnings per common share attributable to Chart Industries, Inc. | |||||||||||||||
Income from continuing operations | $ | 0.35 | $ | 0.58 | $ | 1.37 | $ | 1.73 | |||||||
Income from discontinued operations | — | 0.94 | — | 1.10 | |||||||||||
Net income attributable to Chart Industries, Inc. | $ | 0.35 | $ | 1.52 | $ | 1.37 | $ | 2.83 | |||||||
Diluted earnings per common share attributable to Chart Industries, Inc. | |||||||||||||||
Income from continuing operations | $ | 0.34 | $ | 0.56 | $ | 1.32 | $ | 1.67 | |||||||
Income from discontinued operations | — | 0.91 | — | 1.06 | |||||||||||
Net income attributable to Chart Industries, Inc. | $ | 0.34 | $ | 1.47 | $ | 1.32 | $ | 2.73 | |||||||
Weighted-average number of common shares outstanding: | |||||||||||||||
Basic | 35.77 | 31.29 | 33.91 | 31.05 | |||||||||||
Diluted (10) (11) | 36.12 | 32.39 | 35.17 | 32.20 |
(1) | Includes sales and operating income for AXC, included in the E&C FinFans segment results since the acquisition date, July 1, 2019 as follows: |
• | Sales were $103.1 and $43.2 for the year and quarter ended December 31, 2019, respectively, and |
• | Operating income was $4.6 and $2.0 for the year and quarter ended December 31, 2019, respectively, which included $18.4 and $7.3 of depreciation and amortization expense for the year and quarter ended December 31, 2019, respectively. |
(2) | Includes sales and operating loss for VRV, included in the D&S East and E&C Cryogenics segments results since the acquisition date, November 15, 2018 as follows: |
• | Sales were $104.0 (D&S East: $57.1, E&C Cryogenics: $46.9) for the year ended December 31, 2019, |
• | Sales were $14.1 (D&S East: $10.3, E&C Cryogenics: $3.8) for the year ended December 31, 2018, |
• | Operating loss was $11.2 (D&S East: $9.7, E&C Cryogenics: $1.5) for the year ended December 31, 2019, and |
• | Operating (loss) income was $(2.0) (D&S East: $0.2, E&C Cryogenics: $(2.2)) for the year ended December 31, 2018, which included $1.5 of depreciation and amortization expense and $1.6 in expense recognized in the cost of sales related to inventory step-up. |
(3) | Includes depreciation expense of: |
• | $11.2 and $7.8 for the three months ended December 31, 2019 and 2018, respectively, and |
• | $39.0 and $28.9 for the year ended December 31, 2019 and 2018, respectively. |
(4) | Includes restructuring costs of: |
• | $2.3 and $0.9 for the three months ended December 31, 2019 and 2018, respectively, and |
• | $15.6 and $4.4 for the year ended December 31, 2019 and 2018, respectively. |
(5) | Includes an expense of $0.2 and $4.0 recorded to cost of sales related to the estimated costs of the aluminum cryobiological tank recall for the three and twelve months ended December 31, 2018, respectively. |
(6) | Includes transaction-related costs of $5.4 for the year ended December 31, 2019, which were mainly related to the AXC acquisition. Includes integration costs of $1.6 related to the AXC acquisition for the year ended December 31, 2019. |
(7) | Includes transaction-related costs of $2.1 for the year ended December 31, 2018, which were mainly related to the VRV acquisition. Includes integration costs of $2.7 and $0.8 related to the VRV acquisition for the years ended December 31, 2019 and 2018 respectively. |
(8) | During the year ended December 31, 2018, we recorded net severance costs of $2.3 primarily related to headcount reductions associated with the strategic realignment of our segment structure, which includes $1.8 in payroll severance costs partially offset by a $0.9 credit due to related share-based compensation forfeitures. Includes net severance costs of $1.4 related to the departure of our former CEO, which includes $3.2 in payroll severance costs partially offset by a $1.8 credit due to related share-based compensation forfeitures for the year ended December 31, 2018. |
(9) | Includes gain on sale of the CAIRE business of $34.3, net of taxes of $2.6, for the three months and year ended December 31, 2018. |
(10) | Includes an additional 0.84 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the year ended December 31, 2019. The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”). If the hedge could have been considered, it would have reduced the additional shares by 0.82 for the year ended December 31, 2019. |
(11) | Includes an additional 0.48 and 0.38 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the three and twelve months ended December 31, 2018, respectively. The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”). If the hedge could have been considered, it would have reduced the additional shares by 0.48 and 0.38 for the three and twelve months ended December 31, 2018, respectively. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net Cash Provided By Operating Activities | $ | 78.6 | $ | 55.4 | $ | 133.9 | $ | 119.0 | |||||||
Investing Activities | |||||||||||||||
Acquisition of businesses, net of cash acquired | — | (213.3 | ) | (603.9 | ) | (225.8 | ) | ||||||||
Capital expenditures | (9.5 | ) | (9.2 | ) | (36.2 | ) | (35.6 | ) | |||||||
Investments | — | — | (3.3 | ) | — | ||||||||||
Government grants | 0.2 | — | 0.7 | 0.8 | |||||||||||
Net Cash Used In Investing Activities | (9.3 | ) | (222.5 | ) | (642.7 | ) | (260.6 | ) | |||||||
Financing Activities | |||||||||||||||
Borrowings on revolving credit facilities | 33.2 | 223.4 | 235.8 | 411.7 | |||||||||||
Repayments on revolving credit facilities | (66.9 | ) | (193.5 | ) | (451.1 | ) | (316.8 | ) | |||||||
Repurchase of convertible notes | — | — | — | (57.1 | ) | ||||||||||
Borrowings on term loan | — | — | 450.0 | — | |||||||||||
Repayments on term loan | (2.8 | ) | (2.9 | ) | (2.8 | ) | (5.9 | ) | |||||||
Payments for debt issuance costs | — | (1.2 | ) | (13.6 | ) | (1.4 | ) | ||||||||
Issuance of Shares | — | — | 295.8 | — | |||||||||||
Payments for equity issuance costs | (9.5 | ) | — | ||||||||||||
Proceeds from exercise of stock options | — | 5.4 | 9.4 | 10.8 | |||||||||||
Common stock repurchases | 0.8 | (0.3 | ) | (2.0 | ) | (2.7 | ) | ||||||||
Dividend distribution to noncontrolling interest | (0.4 | ) | (0.4 | ) | (0.4 | ) | (0.4 | ) | |||||||
Other financing activities | 0.5 | 0.4 | — | — | |||||||||||
Net Cash (Used In) Provided By Financing Activities | (35.6 | ) | 30.9 | 511.6 | 38.2 | ||||||||||
DISCONTINUED OPERATIONS | |||||||||||||||
Cash Used In Operating Activities | — | (31.7 | ) | — | (30.2 | ) | |||||||||
Cash Provided by Investing Activities (1) | — | 133.5 | — | 132.7 | |||||||||||
Cash Provided By Discontinued Operations | — | 101.8 | — | 102.5 | |||||||||||
Effect of exchange rate changes on cash | 4.6 | (4.7 | ) | (1.9 | ) | (11.4 | ) | ||||||||
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents | 38.3 | (39.1 | ) | 0.9 | (12.3 | ) | |||||||||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period (2) | 81.7 | 158.2 | 119.1 | 131.4 | |||||||||||
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD (2) | $ | 120.0 | $ | 119.1 | $ | 120.0 | $ | 119.1 |
(1) | Includes proceeds from the sale of CAIRE of $133.5 for both the three and twelve months ended December 31, 2018. |
(2) | Includes restricted cash and restricted cash equivalents of $1.0 for all periods presented. |
December 31, | |||||||
2019 | 2018 | ||||||
ASSETS | |||||||
Cash and cash equivalents | $ | 119.0 | $ | 118.1 | |||
Accounts receivable, net | 202.6 | 194.8 | |||||
Inventories, net | 219.4 | 233.1 | |||||
Other current assets | 132.6 | 115.7 | |||||
Property, plant, and equipment, net | 404.6 | 361.1 | |||||
Goodwill | 844.9 | 520.7 | |||||
Identifiable intangible assets, net | 529.1 | 330.4 | |||||
Investments | 13.4 | 2.8 | |||||
Other assets | 15.8 | 21.0 | |||||
TOTAL ASSETS | $ | 2,481.4 | $ | 1,897.7 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities | $ | 378.3 | $ | 366.6 | |||
Long-term debt | 761.0 | 533.2 | |||||
Other long-term liabilities | 109.7 | 108.9 | |||||
Equity | 1,232.4 | 889.0 | |||||
TOTAL LIABILITIES AND EQUITY | $ | 2,481.4 | $ | 1,897.7 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Sales | |||||||||||||||
D&S East (2) | $ | 76.6 | $ | 72.0 | $ | 293.4 | $ | 246.3 | |||||||
D&S West | 116.9 | 118.3 | 461.7 | 455.5 | |||||||||||
E&C Cryogenics (2) | 58.9 | 38.3 | 190.2 | 136.9 | |||||||||||
E&C FinFans (1) | 89.7 | 63.4 | 361.7 | 253.6 | |||||||||||
Intersegment eliminations | 0.3 | (1.9 | ) | (7.9 | ) | (8.0 | ) | ||||||||
Consolidated | $ | 342.4 | $ | 290.1 | $ | 1,299.1 | $ | 1,084.3 | |||||||
Gross Profit | |||||||||||||||
D&S East | $ | 8.5 | $ | 15.3 | $ | 45.2 | $ | 52.4 | |||||||
D&S West | 38.7 | 37.8 | 157.9 | 156.8 | |||||||||||
E&C Cryogenics | 15.2 | 6.6 | 33.5 | 28.6 | |||||||||||
E&C FinFans | 23.1 | 15.0 | 102.5 | 60.6 | |||||||||||
Intersegment eliminations | 0.2 | (0.8 | ) | (2.3 | ) | (2.5 | ) | ||||||||
Consolidated | $ | 85.7 | $ | 73.9 | $ | 336.8 | $ | 295.9 | |||||||
Gross Profit Margin | |||||||||||||||
D&S East | 11.1 | % | 21.3 | % | 15.4 | % | 21.3 | % | |||||||
D&S West | 33.1 | % | 32.0 | % | 34.2 | % | 34.4 | % | |||||||
E&C Cryogenics | 25.8 | % | 17.2 | % | 17.6 | % | 20.9 | % | |||||||
E&C FinFans | 25.8 | % | 23.7 | % | 28.3 | % | 23.9 | % | |||||||
Consolidated | 25.0 | % | 25.5 | % | 25.9 | % | 27.3 | % | |||||||
Operating (Loss) Income (3) (4) | |||||||||||||||
D&S East (1) | $ | (0.2 | ) | $ | 5.8 | $ | 6.9 | $ | 19.3 | ||||||
D&S West (5) | 26.8 | 23.5 | 104.5 | 101.2 | |||||||||||
E&C Cryogenics | 8.7 | (1.1 | ) | 1.6 | 1.8 | ||||||||||
E&C FinFans | 4.6 | 5.8 | 40.6 | 23.7 | |||||||||||
Corporate (6) (7) (8) | (19.0 | ) | (6.9 | ) | (70.4 | ) | (51.4 | ) | |||||||
Intersegment eliminations | 0.2 | (0.8 | ) | (2.3 | ) | (2.5 | ) | ||||||||
Consolidated | $ | 21.1 | $ | 26.3 | $ | 80.9 | $ | 92.1 | |||||||
Operating (Loss) Margin | |||||||||||||||
D&S East | (0.3 | )% | 8.1 | % | 2.4 | % | 7.8 | % | |||||||
D&S West | 22.9 | % | 19.9 | % | 22.6 | % | 22.2 | % | |||||||
E&C Cryogenics | 14.8 | % | (2.9 | )% | 0.8 | % | 1.3 | % | |||||||
E&C FinFans | 5.1 | % | 9.1 | % | 11.2 | % | 9.3 | % | |||||||
Consolidated | 6.2 | % | 9.1 | % | 6.2 | % | 8.5 | % |
(1) | Includes sales and operating income for AXC, included in the E&C FinFans segment results since the acquisition date, July 1, 2019 as follows: |
• | Sales were $103.1 and $43.2 for the year and quarter ended December 31, 2019, respectively, and |
• | Operating income was $4.6 and $2.0 for the year and quarter ended December 31, 2019, respectively, which included $18.4 and $7.3 of depreciation and amortization expense for the year and quarter ended December 31, 2019, respectively. |
(2) | Includes sales and operating (loss) income for VRV, included in the D&S East and E&C Cryogenics segments results since the acquisition date, November 15, 2018 as follows: |
• | Sales were $104.0 (D&S East: $57.1, E&C Cryogenics: $46.9) for the year ended December 31, 2019, |
• | Sales were $14.1 (D&S East: $10.3, E&C Cryogenics: $3.8) for the year ended December 31, 2018, |
• | Operating loss was $11.2 (D&S East: $9.7, E&C Cryogenics: $1.5) for the year ended December 31, 2019, and |
• | Operating (loss) income was $(2.0) (D&S East: $0.2, E&C Cryogenics: $(2.2)) for the year ended December 31, 2018, which included $1.5 of depreciation and amortization expense and $1.6 in expense recognized in the cost of sales related to inventory step-up. |
(3) | Restructuring costs for the three months ended: |
• | December 31, 2019 were $2.3 ($0.4 – D&S East, $0.1 – D&S West, $0.1 – E&C Cryogenics, and $1.7 – E&C FinFans). |
• | December 31, 2018 were $0.9 ($0.8 – D&S East, $0.2 – E&C Cryogenics, and a credit of $0.1 – Corporate) |
(4) | Restructuring costs for the twelve months ended: |
• | December 31, 2019 were $15.6 ($8.5 – D&S East, $0.9 – D&S West, $2.5 – E&C Cryogenics, $3.5 – E&C FinFans, and $0.2 – Corporate). |
• | December 31, 2018 were $4.4 ($1.4 D&S East, $0.6 – E&C Cryogenics, $0.1 – E&C FinFans, and $2.3 – Corporate). |
(5) | Includes an expense of $0.2 and $4.0 recorded to cost of sales related to the estimated costs of the aluminum cryobiological tank recall for the three and twelve months ended December 31, 2018, respectively. |
(6) | Includes transaction-related costs of $5.4 for the year ended December 31, 2019, which were mainly related to the AXC acquisition. Includes integration costs of $1.6 related to the AXC acquisition for the year ended December 31, 2019. |
(7) | Includes transaction-related costs of $2.1 for the year ended December 31, 2018, which were mainly related to the VRV acquisition. Includes integration costs of $2.7 and $0.8 related to the VRV acquisition for the years ended December 31, 2019 and 2018 respectively. |
(8) | During the year ended December 31, 2018, we recorded net severance costs of $2.3 primarily related to headcount reductions associated with the strategic realignment of our segment structure, which includes $1.8 in payroll severance costs partially offset by a $0.9 credit due to related share-based compensation forfeitures. Includes net severance costs of $1.4 related to the departure of our former CEO, which includes $3.2 in payroll severance costs partially offset by a $1.8 credit due to related share-based compensation forfeitures for the year ended December 31, 2018. |
Three Months Ended | Year Ended December 31, | ||||||||||||||
December 31, 2019 | September 30, 2019 | 2019 | 2018 | ||||||||||||
Orders | |||||||||||||||
D&S East | $ | 91.9 | $ | 76.5 | $ | 330.3 | $ | 277.0 | |||||||
D&S West | 138.4 | 111.6 | 479.9 | 477.4 | |||||||||||
E&C Cryogenics (1) | 54.4 | 35.1 | 333.8 | 119.9 | |||||||||||
E&C FinFans (2) | 58.8 | 63.0 | 268.9 | 268.1 | |||||||||||
Consolidated (3) | $ | 343.5 | $ | 286.2 | $ | 1,412.9 | $ | 1,142.4 |
As of | |||||||||||
December 31, 2019 | September 30, 2019 | December 31, 2018 | |||||||||
Backlog | |||||||||||
D&S East | $ | 224.0 | $ | 203.8 | $ | 185.4 | |||||
D&S West | 147.1 | 127.1 | 129.8 | ||||||||
E&C Cryogenics (3) (4) | 285.3 | 288.3 | 139.7 | ||||||||
E&C FinFans (5) | 105.9 | 136.4 | 113.3 | ||||||||
Consolidated (6) | $ | 762.3 | $ | 755.6 | $ | 568.2 |
(1) | E&C Cryogenics segment orders for the year ended December 31, 2019 includes a $23 million order for a propane dehydrogenation plant. E&C Cryogenics segment orders for the year ended December 31, 2018 includes a $13 million order for equipment for a natural gas liquids fractionation project. This order shipped partially in 2018, and the remainder shipped in 2019. |
(2) | E&C FinFans segment orders includes $28.7 and $52.2 in orders related to AXC for the three months and twelve months ended December 31, 2019, respectively. |
(3) | Includes $11.2 in orders related to VRV (D&S East: $8.7, E&C Cryogenics: $2.5) for the twelve months ended December 31, 2018. |
(4) | Included in the E&C Cryogenics segment backlog for all periods presented is approximately $40 million related to the previously announced Magnolia LNG order. |
(5) | E&C FinFans segment backlog as of December 31, 2019, September 30, 2019 includes $31.5 and $47.7 related to AXC, respectively. |
(6) | Includes $31.5 in backlog related to AXC as of December 31, 2019 and $81.6 in backlog related to VRV (D&S East: $42.3, E&C Cryogenics: $39.3) as of December 31, 2018. |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||
Earnings per diluted share as reported (U.S. GAAP) – Continuing Operations | $ | 0.34 | $ | 0.56 | $ | 1.32 | $ | 1.67 | ||||||||
Restructuring, transaction-related and other costs (1) | 0.23 | 0.05 | 0.90 | 0.28 | ||||||||||||
Integration and step up costs (2) | 0.14 | 0.05 | 0.33 | 0.05 | ||||||||||||
Aluminum cryobiological tank recall reserve expense (3) | — | 0.01 | 0.01 | 0.12 | ||||||||||||
Stabilis investment mark-to-market adjustment | 0.07 | — | — | — | ||||||||||||
Commercial and legal settlements | — | — | 0.07 | — | ||||||||||||
CEO departure net costs | — | — | — | 0.04 | ||||||||||||
Dilution impact of convertible notes (5) (6) | — | — | 0.02 | 0.02 | ||||||||||||
Accelerated tax impacts related to China facility closure | 0.01 | — | 0.06 | — | ||||||||||||
Transition tax | — | (0.05 | ) | 0.02 | (0.05 | ) | ||||||||||
Tax effects | (0.07 | ) | — | (0.01 | ) | (0.21 | ) | (0.11 | ) | |||||||
Adjusted earnings per diluted share (non-GAAP) – Continuing Operations | $ | 0.72 | $ | 0.61 | $ | 2.52 | $ | 2.02 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Earnings (loss) per diluted share as reported (U.S. GAAP) – Discontinued Operations | $ | — | $ | 0.91 | $ | — | $ | 1.06 | |||||||
Gain on sale of CAIRE business (4) | — | (1.06 | ) | — | (1.07 | ) | |||||||||
Restructuring costs | — | 0.11 | — | 0.11 | |||||||||||
Dilution impact of convertible notes | — | 0.02 | — | 0.02 | |||||||||||
Adjusted (loss) earnings per diluted share as reported (U.S. GAAP) –Discontinued Operations | $ | — | $ | (0.02 | ) | $ | — | $ | 0.12 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Earnings per diluted share as reported (U.S. GAAP) – Consolidated | $ | 0.34 | $ | 1.47 | $ | 1.32 | $ | 2.73 | |||||||
Restructuring, transaction-related and other costs (1) | 0.23 | 0.16 | 0.90 | 0.39 | |||||||||||
Integration and step up costs (2) | 0.14 | 0.05 | 0.33 | 0.05 | |||||||||||
Aluminum cryobiological tank recall reserve expense (3) | — | 0.01 | 0.01 | 0.12 | |||||||||||
Stabilis investment mark-to-market adjustment | 0.07 | — | — | — | |||||||||||
Commercial and legal settlements | — | — | 0.07 | — | |||||||||||
CEO departure net costs | — | — | — | 0.04 | |||||||||||
Gain on sale of CAIRE business (4) | — | (1.06 | ) | — | (1.07 | ) | |||||||||
Dilution impact of convertible notes (5) (6) | — | 0.02 | 0.02 | 0.04 | |||||||||||
Accelerated tax impacts related to China facility closure | 0.01 | — | 0.06 | — | |||||||||||
Transition tax | — | (0.05 | ) | 0.02 | (0.05 | ) | |||||||||
Tax effects | (0.07 | ) | (0.01 | ) | (0.21 | ) | (0.11 | ) | |||||||
Adjusted earnings per diluted share (non-GAAP) – Consolidated | $ | 0.72 | $ | 0.59 | $ | 2.52 | $ | 2.14 |
(1) | During 2019, we recorded $15.6 of restructuring costs primarily related to the consolidation of certain of our facilities including facility consolidation in our E&C FinFans segment, as well as departmental restructuring, including headcount reduction and streamlining commercial activities within our Lifecycle business in our previous E&C segment and geographic realignment of manufacturing capacity in D&S East. |
(2) | Includes $2.3 in expense recognized in cost of sales related to inventory step-up for 2019 related to VRV. We also incurred $0.8 and $1.6 related to AXC integration activities during the three and twelve months ended December 31, 2019, respectively and $1.0 and $2.7 related to VRV integration activities during the three and twelve months ended December 31, 2019, respectively. |
(3) | Includes an expense of $0.2 and $4.0 recorded to cost of sales related to the estimated costs of the aluminum cryobiological tank recall for the three and twelve months ended December 31, 2018, respectively. |
(4) | Includes gain on sale of the CAIRE business of $34.3, net of taxes of $2.6, for the year ended December 31, 2018. |
(5) | Includes an additional 0.84 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the year ended December 31, 2019. The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”). If the hedge could have been considered, it would have reduced the additional shares by 0.82 for the year ended December 31, 2019. |
(6) | Includes an additional 0.48 and 0.38 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the three and twelve months ended December 31, 2018, respectively. The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”). If the hedge could have been considered, it would have reduced the additional shares by 0.48 and 0.38 for the three and twelve months ended December 31, 2018, respectively. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Income from continuing operations, attributable to Chart Industries, Inc. as reported (U.S. GAAP) | $ | 12.4 | $ | 18.0 | $ | 46.4 | $ | 53.6 | |||||||
Interest accretion of convertible notes discount | 1.9 | 1.8 | 7.6 | 9.1 | |||||||||||
Employee share-based compensation expense | 2.6 | 1.4 | 9.0 | 4.9 | |||||||||||
Financing costs amortization | 1.1 | 0.3 | 3.0 | 1.3 | |||||||||||
Unrealized foreign currency transaction loss (gain) | 0.6 | (1.2 | ) | 0.6 | (2.2 | ) | |||||||||
Deferred income tax (benefit) expense | (16.2 | ) | 5.0 | (16.2 | ) | 5.0 | |||||||||
Other non-cash operating activities | (2.4 | ) | (3.8 | ) | 0.9 | (2.5 | ) | ||||||||
Income from continuing operations, attributable to Chart Industries, Inc. adjusted (non-GAAP) | $ | — | $ | 21.5 | $ | 51.3 | $ | 69.2 |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net cash provided by operating activities from continuing operations | $ | 78.6 | $ | 55.4 | $ | 133.9 | $ | 119.0 | |||||||
Capital expenditures from continuing operations | (9.5 | ) | (9.2 | ) | (36.2 | ) | (35.6 | ) | |||||||
Free cash flow (non-GAAP) | $ | 69.1 | $ | 46.2 | $ | 97.7 | $ | 83.4 |
Year Ended December 31, 2019 | |||||||||||||||||||||||||||
D&S East | D&S West | E&C Cryogenics | E&C FinFans | Intersegment Eliminations | Corporate | Consolidated | |||||||||||||||||||||
Sales | $ | 293.4 | $ | 461.7 | $ | 190.2 | $ | 361.7 | $ | (7.9 | ) | $ | — | $ | 1,299.1 | ||||||||||||
Gross profit as reported (U.S. GAAP) | 45.2 | 157.9 | 33.5 | 102.5 | (2.3 | ) | — | 336.8 | |||||||||||||||||||
Restructuring, transaction-related and other costs | 9.7 | — | 1.9 | 3.6 | — | — | 15.2 | ||||||||||||||||||||
Integration and step up costs | 7.1 | — | — | 0.1 | — | — | 7.2 | ||||||||||||||||||||
Aluminum cryobiological tank recall reserve expense | — | 0.2 | — | — | — | — | 0.2 | ||||||||||||||||||||
Commercial and legal settlements | — | 1.3 | 1.1 | — | — | — | 2.4 | ||||||||||||||||||||
Adjusted gross profit (non-GAAP) | $ | 62.0 | $ | 159.4 | $ | 36.5 | $ | 106.2 | $ | (2.3 | ) | $ | — | $ | 361.8 | ||||||||||||
Adjusted gross profit margin (non-GAAP) | 21.1 | % | 34.5 | % | 19.2 | % | 29.4 | % | 29.1 | % | — | % | 27.9 | % | |||||||||||||
Selling, general and administrative expenses as reported (U.S. GAAP) | $ | 34.7 | $ | 48.7 | $ | 28.7 | $ | 33.6 | $ | — | $ | 70.4 | $ | 216.1 | |||||||||||||
Restructuring, transaction-related and other costs | (0.7 | ) | (1.1 | ) | (1.5 | ) | (0.8 | ) | — | (12.6 | ) | (16.7 | ) | ||||||||||||||
Integration and step up costs | (0.4 | ) | — | — | (1.1 | ) | — | (2.4 | ) | (3.9 | ) | ||||||||||||||||
Adjusted selling, general and administrative expenses (non-GAAP) | $ | 33.6 | $ | 47.6 | $ | 27.2 | $ | 31.7 | $ | — | $ | 55.4 | $ | 195.5 |
Three Months Ended December 31, 2019 | |||||||||||||||||||||||||||
D&S East | D&S West | E&C Cryogenics | E&C FinFans | Intersegment Eliminations | Corporate | Consolidated | |||||||||||||||||||||
Sales | $ | 76.6 | $ | 116.9 | $ | 58.9 | $ | 89.7 | $ | 0.3 | $ | — | $ | 342.4 | |||||||||||||
Gross profit as reported (U.S. GAAP) | 8.5 | 38.7 | 15.2 | 23.1 | 0.2 | — | 85.7 | ||||||||||||||||||||
Restructuring, transaction-related and other costs | 2.2 | — | 0.2 | 2.0 | — | — | 4.4 | ||||||||||||||||||||
Integration and step up costs | 3.7 | — | — | 0.1 | — | — | 3.8 | ||||||||||||||||||||
Adjusted gross profit (non-GAAP) | $ | 14.4 | $ | 38.7 | $ | 15.4 | $ | 25.2 | $ | 0.2 | $ | — | $ | 93.9 | |||||||||||||
Adjusted gross profit margin (non-GAAP) | 18.8 | % | 33.1 | % | 26.1 | % | 28.1 | % | 66.7 | % | — | % | 27.4 | % | |||||||||||||
Selling, general and administrative expenses as reported (U.S. GAAP) | $ | 8.2 | $ | 10.7 | $ | 6.1 | $ | 9.0 | $ | — | $ | 19.1 | $ | 53.1 | |||||||||||||
Restructuring, transaction-related and other costs | (0.1 | ) | (0.2 | ) | (0.4 | ) | (0.7 | ) | — | (2.4 | ) | (3.8 | ) | ||||||||||||||
Integration and step up costs | (0.2 | ) | — | — | (0.4 | ) | — | (0.6 | ) | (1.2 | ) | ||||||||||||||||
Adjusted selling, general and administrative expenses (non-GAAP) | $ | 7.9 | $ | 10.5 | $ | 5.7 | $ | 7.9 | $ | — | $ | 16.1 | $ | 48.1 |
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