CHART INDUSTRIES, INC. (NASDAQ:GTLS) Files An 8-K Results of Operations and Financial ConditionItem 2.02Results of Operations and Financial Condition.
On July 27, 2017, Chart Industries, Inc. (the “Company”) issued a news release announcing the Company’s financial results for the second quarter ended June 30, 2017. 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 restructuring and acquisition-related costs. Also included for purposes of period-to-period comparison is an adjusted earnings per share amount for the three months ended June 30, 2017, June 30, 2016 and March 31, 2017, each of which exclude certain restructuring and acquisition-related costs. In addition, with respect to the Company’s full year earnings outlook, the Company uses an adjusted earnings per share amount that excludes restructuring and acquisition-related costs. 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 Exchange 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, except for the adjusted earnings per share amount included in the full year outlook, which the Company is not able to reconcile because certain items have not yet occurred or are out of the Company’s control and/or cannot be reasonably predicted.
Item 7.01Regulation FD Disclosure.
On June 30, 2017, the Company announced the execution of an Agreement and Plan of Merger with RCHPH Holdings, Inc. (“Hudson Products”), a privately-held company based in Beasley, Texas. Presentation materials, which contain additional details about the pending acquisition of Hudson Products, are furnished as Exhibit 99.2 to this Current Report on Form 8-K. The presentation materials, which will be discussed on the Company’s previously announced quarterly earnings call, will also be accessible online at the Company’s website on the “Investor Relations” page under “Events & Presentations.”
All information in the presentation materials is furnished and shall not be deemed “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, 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 of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporated it by reference. The presentation materials include a reference to the term EBITDA, which is a non-GAAP financial measure. EBITDA is defined as earnings before interest, tax, depreciation and amortization, and is a measure of operating performance. The Company has not included a reconciliation of EBITDA to net income, EBITDA's most directly comparable GAAP financial measure, because certain items have not yet occurred or are out of the Company's control and/or cannot be reasonably predicted.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
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Exhibit No. |
Description |
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99.1 |
Chart Industries, Inc. News Release, dated July 27, 2017, announcing the Company’s second quarter 2017 results. |
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99.2 |
Presentation Materials Regarding Acquisition of Hudson Products, dated July 27, 2017 |
CHART INDUSTRIES INC ExhibitEX-99.1 2 gtls-2017630xpressreleasef.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Chart Industries Reports 2017 Second Quarter ResultsCleveland,…To view the full exhibit click here
About CHART INDUSTRIES, INC. (NASDAQ:GTLS)
Chart Industries, Inc. (Chart) is a diversified manufacturer of engineered equipment for the industrial gas, energy, and biomedical industries. The Company’s equipment and engineered systems are used for low-temperature and cryogenic applications. It operates through three segments, including Energy & Chemicals (E&C), Distribution & Storage (D&S), and BioMedical. The Company’s products include vacuum insulated containment vessels, heat exchangers, cold boxes, other cryogenic components and equipment for respiratory therapy. The Company’s E&C and D&S segment’s manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. The Company, through its BioMedical segment, supplies cryogenic and other equipment used in respiratory healthcare and life sciences, including biological research and animal breeding.
