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Section 1: 8-K (8-K)

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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) August 25, 2016
____________________________________
CHART INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________

Delaware
001-11442
34-1712937
(State of other jurisdiction of incorporation or organization)
(Commission File Number)
(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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01    Regulation FD Disclosure.
On August 25, 2016, the Company posted a slide presentation on its investor relations website. Company officers are using this slide presentation in connection with customary investor meetings beginning on August 25, 2016. Pursuant to Regulation FD, a copy of the slide presentation is furnished with this Current Report on Form 8-K as Exhibit 99.1. All information in the slide presentation and this report on Form 8-K 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 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 slide presentation furnished with this Current Report on Form 8-K as Exhibit 99.1 includes adjusted operating income amounts for 2015 and the last twelve months ended June 30, 2016, as well as a presentation of quarterly free cash flow for fiscal years 2014, 2015, and the first two quarters of 2016. These adjusted financial 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 adjusted operating income and free cash flow measures are reconciled to their GAAP counterparts in the Appendix at the end of the slide presentation.

 
Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit No.
Description
99.1
Investor Presentation.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Chart Industries, Inc.

Date: August 25, 2016



 
By:   /s/ Matthew J. Klaben                                           
Matthew J. Klaben
Vice President, General Counsel and Secretary
 
 



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EXHIBIT INDEX
Exhibit No.
Description
99.1
Investor Presentation.
 
 



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Section 2: EX-99.1 (EXHIBIT 99.1)

august2016irpresentation
© 2016 Chart Industries, Inc. Confidential and Proprietary Chart Industries, Inc. Investor Presentation August 2016 Exhibit 99.1


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 2 Disclosure Forward-Looking Statements: This presentation includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “may,” “might,” “should,” “will,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “forecast,” “outlook,” “intend,” “future,” “potential” or “continue”, and other similar expressions are intended to identify forward-looking statements. All of these forward-looking statements are based on estimates and assumptions by our management as of the date of this presentation that, although we believe to be reasonable, are inherently uncertain. Forward-looking statements involve risks and uncertainties that could cause the Company’s actual results or circumstances to differ materially from those expressed or implied by forward-looking statements. These risks 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; fluctuations in energy prices; our ability to control our costs and successfully manage our operations; a delay in the anticipated timing of LNG infrastructure build out or a delay or failure to receive orders; the potential for negative developments in the natural gas industry related to hydraulic fracturing; competition; potential future impairment of the Company’s significant goodwill and other intangibles; changes in government energy policy or the failure of expected changes in policy to materialize; the modification or cancellation of orders in our backlog; loss of key employees; challenges and uncertainties associated with efforts to acquire and integrate product lines or businesses; 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; fluctuations or adjustments in the Company’s effective tax rate; changes in government healthcare regulations and reimbursement policies; litigation and disputes involving the Company, including product liability, contract, warranty, intellectual property, employment and environmental claims; fluctuations in foreign currency exchange and interest rates; general economic, political, business and market risks associated with the Company's international operations and transactions; variability in operating results associated with unanticipated increases in warranty returns of Company products; technological security threats; financial distress of third parties; our ability to protect our intellectual property; the regulation of our products by the U.S. Food & Drug Administration and other governmental authorities; the pricing and availability of raw materials; the cost of compliance with environmental, health and safety laws; claims that our products or processes infringe intellectual property rights of others; additional liabilities related to taxes; deterioration of employee or labor relations; increased governmental regulation; risks associated with our indebtedness, leverage and liquidity; and volatility and fluctuations in the price of the Company’s stock. For a discussion of these and additional risks that could cause actual results to differ from those described in the forward-looking statements, see disclosure under Item 1A. “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and other recent filings with the Securities and Exchange Commission, which should be reviewed carefully. Please consider the Company’s forward-looking statements in light of these risks. Any forward-looking statement speaks only as of its date. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 3 #1 or #2 in primary industries served Well Diversified Industry Leader $180M LTM as of 6/30/2016 Leading Industry Positions Robust Operating Cash Flows Significant Liquidity $450M Revolving Credit Facility


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 4 Driven By Technology Chart is a recognized global brand for the design and manufacture of highly engineered cryogenic equipment used from beginning to end in the liquid gas supply chain. You may never use the products we make, but everyone uses the products we make possible. Innovation Experience Performance We fulfill expectations with proven solutions to meet customer needs. Customers rely on our knowledge and products because we are experts in our field. Core competencies in cryogenics, gas processing and low temperature storage.


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 5 Delivered Strong Growth Over Last Cycle -17% +17% 2010-2014 CAGR LTM as of 6/30/2016 $0.95B FY 2015 $0.93B FY 2014 $1.15B FY 2010 $0.60B Orders $0.97B -19% +21% 2010-2014 CAGR LTM as of 6/30/2016 FY 2015 $1.04B FY 2014 $1.19B FY 2010 $0.56B Revenues FY 2014 $138.2M FY 2010 $47.5M LTM as of 6/30/2016 $65.7M $(188.3)M Reported FY 2015 -52% +31% 2010-2014 CAGR $(183.2)M Reported $71.9M Operating Income Historical data has been adjusted to conform to current presentation * Non-GAAP measure, see reconciliation to Operating Income in Appendix Adjusted* Adjusted*


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 6 Unique Business Portfolio Distribution & Storage (D&S) BioMedical Energy & Chemicals (E&C) Energy Industrial Healthcare Life Sciences In d u st rie s S e rv e d


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 7 Corporate Energy & Chemicals Distribution & Storage BioMedical North America Strategically Located Operations Geographic diversification providing competitive advantage Europe Asia - Pacific


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 8 Mission Critical Equipment Provider  Supplier of Brazed Aluminum Heat Exchangers (BAHX), Air Cooled Heat Exchangers (ACHX) and Cold Boxes  Provider of integrated systems and aftermarket services for gas processing, LNG and petrochemical applications  Technology leader for over 50 years Highly engineered equipment and systems used in the separation, liquefaction and purification of hydrocarbon and industrial gases for natural gas processing, LNG and industrial gas applications Energy & Chemicals


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 9 $115M Backlog at 6/30/16 55% 24% 13% 8% 4% 41% 55% Industry Serving Energy Markets Globally 26% of Total Chart Sales 32% Gross Margin Region LNG Industrial Gas Natural Gas Processing/ Petrochemical United States Asia ROW Energy & Chemicals E&C FY 2015 Sales of $331.0M LTM 6/30/2016 Highlights Canada


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 10 Leading Cryogenic Equipment Provider Designer, manufacturer and service provider of cryogenic solutions for the storage and delivery of cryogenic liquids used in industrial gas and LNG applications  Complete portfolio of cryogenic distribution and storage equipment  Leading innovator in cryogenic packaged gas and MicroBulk systems  Over 20 years of experience in LNG applications Distribution & Storage


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 11 Diversified Product Portfolio 52% of Total Chart Sales $253M Backlog at 6/30/16 55% 24% 9% 6% 6% 49% 21% 20% 10% D&S FY 2015 Sales of $487.6M 26% Gross Margin LNG Manufacturing/ Fabrication Asia Europe ROW United States Industry Region Food/ Beverage Electronics Healthcare LTM 6/30/2016 Highlights Distribution & Storage


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 12 Innovative Solution Provider Healthcare, life science and environmental product lines built around our core competencies in cryogenics and gas processing, but with a focus on the users of cryogenic liquids and gases  End to end provider of respiratory therapy equipment  Set the standard for storage of biological materials at low temperatures  Reliable, high quality solutions for environmental market applications BioMedical


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 13 Serving Growing Global End Markets 22% of Total Chart Sales 60% 29% 11% 41% 16% 32% 11% BioMed FY 2015 Sales of $221.6M $25M Backlog at 6/30/16 34% Gross Margin Asia Europe ROW United States Environmental Life Sciences Healthcare Industry Region LTM 6/30/2016 Highlights BioMedical


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 14 Current Challenges  Compressed spread between gas and oil prices  Delayed investments in upstream equipment  Macroeconomic environment in China How we are addressing challenges  Aggressive cost reductions in down segments with headcount down 26% from the end of 2014  Continue to closely monitor end markets and order activity to respond appropriately  Focus on operational excellence and strategic goals for long-term growth when market returns


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 15 Dynamic Global Strategy Maximize LNG Opportunity  Expand Industrial Gas Offerings Innovation Through Technology Pursue New Growth Opportunities   


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 16 Expand Industrial Gas Offerings Global Strategy  Focus on high pressure heat exchangers  Best-in-Industry delivery  Expand long-term customer relationships through Lifecycle service offerings  Target developing areas where growth potential is greater than regional GDP  New product offerings  Expand footprint in Latin America Distribution & Storage Energy & Chemicals


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 17  Standardized small and midscale LNG plants  Expand our integrated system and aftermarket offerings  Capture floating liquefaction (FLNG) opportunities Maximize LNG Opportunity  Target R&D efforts on developing markets  Customer partnerships to develop joint solutions  Enhance engineering and project management capabilities Distribution & Storage Energy & Chemicals Global Strategy


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 18 Innovation Through Technology Eclipse 5® Portable Oxygen Concentrator Nomad™ Mobile Storage and Delivery System  New industrial products  Continued investment in LNG product offerings  Accelerated new product introduction  Improve portable oxygen concentrators  IPSMR® liquefaction technology  Continuous BAHX innovation BioMedical Distribution & Storage Energy & Chemicals Process System Global Strategy


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 19 Pursue New Growth Opportunities Inorganic Vertical Integration Organic Technology Capability Capital Investments Research & Development Distribution Channels Global Strategy


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 20 Strong Free Cash Flow Generation Future Growth * Non-GAAP measure, see reconciliation to Operating Cash Flow in Appendix. Free cash flow equals operating cash flow minus capital expenditures. Q1 -20 -10 0 10 20 30 40 50 60 Q4 Q3 ($ millions) Q1 Q2 Q2 Q1 Q4 Q3 Q2 Free Cash Flow Operating Cash Flow Quarterly Operating Cash Flow and Free Cash Flow* 2014 2015 2016 Historical data has been adjusted to conform to current presentation.


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 21 $213M Cash at 6/30/2016 $450M Revolving Credit Facility Well Positioned For Continued Growth 2.59x Current Ratio* Significant Liquidity Solid Balance Sheet 25% Debt / Capital %** ** Total Debt (ST + LT Debt) / Total Capital (Common Equity + Noncontrolling Interests + Total Debt) as of 6/30/2016 * Total Current Assets / Total Current Liabilities as of 6/30/2016 Future Growth


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 22 Why Invest In Chart?  Stable Industrial Gas business  Growing BioMedical opportunities  Long-term growth opportunities through build out of LNG  Selling to a wide range of global industries Well Diversified Business Proven Track Record Investing for Continued Growth  Strategic goals to expand current platform and increase profitability  Pursuing organic and inorganic growth opportunities  Market leadership through quality and innovation  Flexible cost structure to accommodate cyclic portions of the business  Strong cash flow generation Conclusion


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 23 Appendix


 
© 2016 Chart Industries, Inc. Confidential and Proprietary 24 2014 2015 2016 ($ millions) Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Operating Cash Flow $20.9 $21.5 $23.8 $52.6 $0.9 $7.1 $46.4 $46.5 $38.2 $48.6 Capital Expenditures (10.4) (15.3) (17.2) (19.2) (14.8) (9.6) (11.6) (11.0) (5.2) (4.2) Free Cash Flow $10.5 $6.2 $6.6 $33.4 $(13.9) $(2.5) $34.8 $35.5 $33.0 $44.4 Non-GAAP Reconciliation Appendix ($ millions) FY 2010 FY 2014 FY 2015 LTM as of 6/30/2016 Operating (Loss) Income $47.5 $138.2 $(183.2) $(188.3) Asset Impairments 255.1 254.0 Adjusted Operating Income $47.5 $138.2 $71.9 $65.7 Adjusted Operating Income Free Cash Flow The Company’s free cash flow financial measure has limitations and does not represent the residual cash flow available for discretionary expenditures. Certain non- discretionary expenditures such as payments on debt obligations, among others, are excluded from the Company’s computation of its free cash flow measure. Historical data has been adjusted to conform to current presentation.


 
© 2016 Chart Industries, Inc. Confidential and Proprietary www.ChartIndustries.com 25


 
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