UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

OR

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

CHART INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		34-1712937
(State or Other Jurisdiction of Incorporation or Organization)		(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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o       Accelerated filer o       Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15 of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o

At October 31, 2007 there were 28,055,046 outstanding shares of the Company’s Common Stock, par value $0.01 per share.

 

 

CHART INDUSTRIES, INC.

INDEX

		Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006			3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006			4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006			5
Notes to Unaudited Condensed Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			29
Item 4. Controls and Procedures			29
Part II. Other Information
Item 1A. Risk Factors			30
Item 6. Exhibits			31
Signatures			32
EX-31.1
EX-31.2
EX-32.1
EX-32.2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

		September 30,				December 31,
		2007				2006
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	62,426			$	18,854
Accounts receivable, net			79,064				76,762
Inventories, net			84,021				72,857
Unbilled contract revenue			26,489				32,993
Other current assets			22,591				26,085
Assets held for sale			3,084				3,084
Total Current Assets			277,675				230,635
Property, plant and equipment, net			96,589				85,723
Goodwill			247,049				247,144
Identifiable intangible assets, net			138,322				146,623
Other assets, net			13,087				14,750
TOTAL ASSETS		$	772,722			$	724,875
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		$	50,014			$	48,031
Customer advances and billings in excess of contract revenue			55,117				45,200
Accrued expenses and other current liabilities			41,192				45,260
Short-term debt			—				750
Total Current Liabilities			146,323				139,241
Long-term debt			250,000				290,000
Other long-term liabilities			70,653				75,900
Shareholders’ Equity
Common stock, par value $.01 per share - 150,000,000 shares authorized, 28,021,778 and 25,588,043 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively			280				256
Additional paid-in capital			238,602				185,567
Retained earnings			54,127				26,389
Accumulated other comprehensive income			12,737				7,522
			305,746				219,734
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	772,722			$	724,875

The balance sheet at December 31, 2006 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements.

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Sales		$	163,670			$	142,825			$	483,720			$	393,032
Cost of sales			118,280				103,385				347,213				280,492
Gross profit			45,390				39,440				136,507				112,540
Selling, general and administrative expenses			20,769				18,208				68,967				53,372
Amortization expense			2,636				4,290				8,304				11,385
Employee separation and plant closure costs			135				73				284				304
Loss on disposal of assets, net			436				—				502				—
			23,976				22,571				78,057				65,061
Operating income			21,414				16,869				58,450				47,479
Other expenses (income):
Interest expense, net			5,105				6,125				17,409				19,256
Financing costs amortization			413				393				1,233				1,132
Foreign currency expense (income)			(510	)			(26	)			(221	)			(177	)
			5,008				6,492				18,421				20,211
Income from operations before income taxes and minority interest			16,406				10,377				40,029				27,268
Income tax expense			4,312				3,372				12,368				8,862
Income from operations before minority interest			12,094				7,005				27,661				18,406
Minority interest, net of taxes			(18	)			73				(77	)			120
Net income		$	12,112			$	6,932			$	27,738			$	18,286
Net income per common share — basic		$	0.44			$	0.34			$	1.05			$	1.45
Net income per common share — diluted		$	0.42			$	0.34			$	1.03			$	1.40
Weighted average number of common shares outstanding — basic			27,671				20,245				26,467				12,579
Weighted average number of common shares outstanding — diluted			28,665				20,398				27,021				13,107

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

		Nine Months Ended
		September 30,
		2007				2006
OPERATING ACTIVITIES
Net income		$	27,738			$	18,286
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			13,670				15,251
Employee stock and stock option related compensation expense			8,522				1,428
Financing costs amortization			1,233				1,132
Other non-cash operating activities			165				15
Increase (decrease) in cash resulting from changes in operating assets and liabilities:
Accounts receivable			(1,544	)			(421	)
Inventory			(9,490	)			(4,541	)
Unbilled contract revenues and other current assets			10,044				(21,608	)
Accounts payable and other current liabilities			(5,747	)			13,609
Customer advances and billings in excess of contract revenue			9,567				10,338
Net Cash Provided By Operating Activities			54,158				33,489
INVESTING ACTIVITIES
Capital expenditures			(15,575	)			(13,479	)
Acquisition of business, net of cash acquired			—				(15,858	)
Acquisition of minority interest and other assets			(1,612	)			(31	)
Net Cash Used In Investing Activities			(17,187	)			(29,368	)
FINANCING ACTIVITIES
Net payments on revolving credit facilities or short-term debt			(750	)			(2,354	)
Principal payments on long-term debt			(40,000	)			(55,000	)
Proceeds from initial public offering, net			—				172,512
Cash dividend paid			—				(150,313	)
Proceeds from exercise of warrants and options			3,540				39,237
Proceeds from secondary stock offering, net			38,292				—
Contributions from joint venture partners			1,328				—
Other financing activities			2,408				(854	)
Net Cash Provided By Financing Activities			4,818				3,228
Net increase in cash and cash equivalents			41,789				7,349
Effect of exchange rate changes on cash			1,783				102
Cash and cash equivalents at beginning of period			18,854				11,326
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	62,426			$	18,777

See accompanying notes to these unaudited condensed consolidated financial statements. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

CHART INDUSTRIES, INC. AND SUBSIDIARIES

NOTE A — Basis of Preparation

     The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

     Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Investments in affiliates where the Company’s ownership is between 20 percent and 50 percent, or where the Company does not have control, but has the ability to exercise significant influence over operations or financial policy, are accounted for under the equity method.

     Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

     Nature of Operations: The Company is a leading global supplier of standard and custom-engineered products and systems serving a wide variety of low-temperature and cryogenic applications. The Company has developed an expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero. The majority of the Company’s products, including vacuum-insulated containment vessels, heat exchangers, cold boxes and other cryogenic components, are used throughout the liquid-gas supply chain for the purification, liquefaction, distribution, storage and end-use of industrial gases and hydrocarbons. The Company has domestic operations located in eight states, including its principal executive offices located in Garfield Heights, Ohio and an international presence in Australia, China, the Czech Republic, Germany and the United Kingdom.

     Basis of Presentation: On June 12, 2007, the Company completed a secondary offering of 12,612,513 shares. The secondary shares were sold by FR X Chart Holdings LLC and certain members of the Company’s management. As part of the shares sold by members of management, 42,421 stock options were exercised in conjunction with the offering. The option of 1,891,876 shares to cover over-allotments granted to the underwriters was exercised in full. The net proceeds of $38,061 received by the Company from the exercise of the over-allotment option were used to make a voluntary principal payment under the term loan portion of the senior secured credit facility. The consolidated financial statements have been adjusted for the three and nine months ended September 30, 2006 to give effect to the 4.6263-for-one stock split of the Company’s common stock that occurred on July 20, 2006, and related adjustments to its capital structure and stock options that were effected upon the completion of the Company’s initial public offering (“IPO”) on July 31, 2006.

     Reclassifications: Certain prior year amounts have been reclassified to conform to the current year presentation.

     Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The components of inventory are as follows:

		September 30,				December 31,
		2007				2006
Raw materials and supplies		$	41,516			$	32,404
Work in process			27,222				20,974
Finished goods			15,283				19,479
		$	84,021			$	72,857

     Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement, and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, vacuum-insulated pipe, liquefied natural gas fueling stations and engineered tanks, the Company uses the percentage of completion method of accounting. Earned revenue is based on the percentage that incurred costs to date bear to total estimated costs at completion after giving effect to the most current estimates. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE A — Basis of Preparation — Continued

on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage that incurred costs to date bear to total estimated costs at completion. Timing of amounts billed on contracts varies from contract to contract and could cause a significant variation in working capital requirements.

          Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company records warranty expense in cost of sales. The changes in the Company’s consolidated warranty reserve during the three and nine months ended September 30, 2007 and 2006 are as follows:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Beginning balance		$	5,353			$	4,206			$	4,765			$	3,598
Warranty expense			1,629				929				3,313				2,640
Warranty usage			(818	)			(868	)			(1,914	)			(1,971	)
Ending balance		$	6,164			$	4,267			$	6,164			$	4,267

          Goodwill and Other Intangible Assets: In accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets,” the Company does not amortize goodwill or other indefinite lived intangible assets, but reviews them at least annually for impairment using a measurement date of October 1st. The Company amortizes intangible assets that have finite useful lives.

     SFAS No. 142 requires that goodwill and other indefinite lived intangible assets be tested for impairment at the reporting unit level on an annual basis. Under SFAS No. 142, a company determines the fair value of any indefinite lived intangible assets, compares the fair value to its carrying value and records an impairment loss if the carrying value exceeds its fair value. Goodwill is tested utilizing a two-step approach. After recording any impairment losses for indefinite lived intangible assets, a company is required to determine the fair value of each reporting unit and compare the fair value to its carrying value, including goodwill, of such reporting unit (step one). If the fair value exceeds the carrying value, no impairment loss would be recognized. If the carrying value of the reporting unit exceeds its fair value, the goodwill of the reporting unit may be impaired. The amount of the impairment, if any, would then be measured in step two, which compares the implied fair value of reporting unit goodwill with the carrying amount of that goodwill.

     The following table displays the gross carrying amount and accumulated amortization for all intangible assets.

				September 30, 2007								December 31, 2006
				Gross								Gross
		Estimated		Carrying				Accumulated				Carrying				Accumulated
		Useful Life		Amount				Amortization				Amount				Amortization
Finite-lived assets:
Unpatented technology		9 years		$	9,400				(2,212	)		$	9,400			$	(1,364	)
Patents		10 years			8,138				(2,026	)			8,138				(1,287	)
Product names		14 years			2,580				(413	)			2,580				(255	)
Backlog		14 months			6,720				(6,720	)			6,720				(6,336	)
Non-compete agreements		3 years			3,474				(1,632	)			3,474				(977	)
Customer relations		13 years			101,066				(14,152	)			101,066				(8,647	)
Other		—			60				(21	)			60				(9	)
				$	131,438			$	(27,176	)		$	131,438			$	(18,875	)
Indefinite-lived intangible assets:
Goodwill				$	247,049								247,144
Trademarks and trade names					34,060								34,060
				$	281,109							$	281,204

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE A — Basis of Preparation — Continued

     Amortization expense for finite-lived intangible assets was $2,636 and $4,290 for the three months ended September 30, 2007 and 2006, respectively, and $8,304 and $11,385 for the nine months ended September 30, 2007 and 2006, respectively. Amortization expense is estimated to be approximately $10,900 for 2007 and $9,800 for fiscal years 2008 through 2012.

     Employee Stock Options: The Company adopted SFAS No. 123(R) “Share-Based Payments”, using the modified prospective method, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.

     As of September 30, 2007 and 2006, there were 904 and 861 time-based options and 817 and 1,581 performance-based options outstanding under the Amended and Restated 2005 Stock Incentive Plan (“Stock Incentive Plan”), respectively. For the three months ended September 30, 2007 and 2006, the Company recorded $441 and $477, respectively, and $1,965 and $1,229 for the nine months ended September 30, 2007 and 2006, respectively, in compensation expense related to the time-based options. As of September 30, 2007, the total share-based compensation expected to be recognized over the weighted average period of approximately 3.7 years is $3,112. On June 12, 2007, the Company completed its secondary stock offering in which First Reserve Fund X, L.P. achieved a return on its investment that caused 82% of the performance-based options to vest as specified in the Stock Incentive Plan. As a result of the vesting of the performance-based options, the Company recorded $6,211 in stock-based compensation expense in the second quarter of 2007.

     In August 2007, the Company granted 72 stock performance units with a weighted average grant date fair value of $25.51. For the three and nine months ended September 30, 2007, the Company recorded $154 in compensation expense related to the stock performance units. In May and July 2007, the Company granted restricted stock units covering 10 shares of common stock to non-employee directors. Each of the 6 grants has a fair market value of $40 on the date of grant. In 2006, the Company granted restricted stock units covering 16 shares of common stock to non-employee directors. Each of the six grants of restricted stock units had a fair market value of $40 on the date of grant. Restricted stock units for 4 and 3 shares were forfeited in the third and first quarters of 2007, respectively, upon the resignation of three directors. The remaining restricted stock units are expected to fully vest on the first anniversary of the date of grant or earlier in the event of a “change in control” as such term is defined in the Stock Incentive Plan. For the three and nine months ended September 30, 2007, the Company recorded $63 and $192, respectively, in director compensation expense related to the restricted stock units. For the three and nine months ended September 30, 2006, the Company recorded $40 in director compensation related to the restricted stock units.

     Recently Issued Accounting Pronouncements: In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (SFAS No. 157) which is effective for fiscal years beginning after November 15, 2007. SFAS No. 157 defines fair value to be applied to U.S. GAAP guidance requiring use of fair value, establishes a framework for measuring fair value and expands the disclosure requirements for fair value measurements. The Company is currently evaluating the impact of SFAS No. 157 on its financial position and results of operations.

     In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Pension Benefit Plans and Other Postretirement Plans”. This statement requires recognition on the balance sheet of the underfunded or overfunded status of pension and postretirement benefit plans. SFAS No. 158 also requires the recognition of changes in the funded status through other comprehensive income in the year that the changes occur. The amount of net periodic benefit cost recognized in an entity’s results of operation will not change. SFAS No. 158 is effective for fiscal years ending after December 15, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year end balance sheet is effective for fiscal years ending after December 15, 2008. The Company adopted SFAS No. 158 as of December 31, 2006. The adoption of the statement had no effect on our financial position, results of operations, liquidity or cash flows.

     In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115.” SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, with unrealized gains and losses related to these financial instruments reported in earnings at each subsequent reporting date. This statement is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS No. 159 on its financial position and results of operations.

NOTE B — Debt and Credit Arrangements

     The Company has a senior secured credit facility (the “Senior Credit Facility”) and $170,000 of 9¹/₂% senior subordinated notes (the “Subordinated Notes”) outstanding. The Senior Credit Facility consists of a $180,000 term loan facility (the “Term Loan”) and a $115,000 revolving credit facility (the “Revolver”), of which $55,000 may be used for letters of credit extending beyond one year from their date of issuance. The Term Loan matures on October 17, 2012 and the Revolver matures on October 17, 2010. The Term Loan does not require any principal payments prior to the maturity date. The interest rate under the Senior Credit Facility is, at the Company’s option, the Alternative Base Rate (“ABR”) plus 1.0% or LIBOR plus 2.0% on the Term Loan and ABR plus 1.5% or LIBOR plus 2.5% on the Revolver. The

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE B — Debt and Credit Arrangements — Continued

applicable interest margin on the Revolver could decrease based upon the leverage ratio calculated at each fiscal quarter end. In addition, the Company is required to pay an annual administrative fee of $100, a commitment fee of 0.5% on the unused Revolver balance, a letter of credit participation fee of 2.5% per annum on the letter of credit exposure and a letter of credit issuance fee of 0.25%. The obligations under the Senior Credit Facility are secured by substantially all of the assets of the Company and its U.S. subsidiaries and 65% of the capital stock of the Company’s non-U.S. subsidiaries.

     The Subordinated Notes are due in 2015 with interest payable semi-annually on April 15th and October 15th. The registration rights agreement required the Company to file an Exchange Offer Registration Statement and complete the exchange offer for the Subordinated Notes by August 14, 2006. Since the exchange offer was not completed when required, additional interest at a rate of 0.25% was incurred for the 90-day period commencing August 14, 2006, additional interest at a rate of 0.50% was incurred for the 90-day period commencing November 12, 2006 and additional interest at a rate of 0.75% was incurred for the 90-day period commencing February 10, 2007. The exchange offer was completed on April 6, 2007 and this additional interest ceased accruing as of that date. Any of the Subordinated Notes may be redeemed solely at the Company’s option beginning on October 15, 2010. The initial redemption price is 104.563% of the principal amount, plus accrued interest. Also, any of the notes may be redeemed solely at the Company’s option at any time prior to October 15, 2010, plus accrued interest and a “make-whole” premium. In addition, before October 15, 2008, up to 35% of the Subordinated Notes may be redeemed solely at the Company’s option at a price of 109.125% of the principal amount, plus accrued interest, using the proceeds from the sales of certain kinds of capital stock. The Subordinated Notes are general unsecured obligations of the Company and are subordinated in right of payment to all existing and future senior debt of the Company, including the Senior Credit Facility, pari passu in right of payment with all future senior subordinated indebtedness of the Company, and senior in right of payment with any future indebtedness of the Company that expressly provides for its subordination to the Subordinated Notes. The Subordinated Notes are unconditionally guaranteed jointly and severally by substantially all of the Company’s U.S. subsidiaries.

     The Senior Credit Facility agreement and provisions of the indenture governing the Subordinated Notes contain a number of customary covenants, including but not limited to restrictions on the Company’s ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions, engage in mergers or consolidations, pay dividends or distributions, and make capital expenditures. The Senior Credit Facility and indenture governing the Subordinated Notes also include financial covenants relating to leverage, interest coverage and fixed charge coverage ratios. The Company is in compliance with all covenants, including financial covenants. In June 2007, the Company made a $40,000 voluntary principal payment under the Term Loan portion of the Senior Credit Facility primarily with proceeds from the exercise of the underwriters’ over-allotment option in conjunction with the Company’s secondary stock offering. As of September 30, 2007, there was $80,000 outstanding under the Term Loan, $170,000 outstanding under the Subordinated Notes and letters of credit and bank guarantees totaling $32,681 supported by the Revolver.

     Chart Ferox a.s. (“Ferox”), a wholly-owned subsidiary of the Company, maintains secured revolving credit facilities with borrowing capacity, including overdraft protection, of up to $9,600, of which $4,400 is available only for letters of credit and bank guarantees. Under the revolving credit facilities, Ferox may make borrowings in Czech Korunas, Euros and U.S. dollars. Borrowings in Koruna are at PRIBOR, borrowings in Euros are at EUROBOR and borrowings in U.S. dollars are at LIBOR, each with a fixed margin of 0.6 percent. Ferox is not required to pay a commitment fee to the lenders under the revolving credit facilities in respect to the unutilized commitments thereunder. Ferox must pay letter of credit and guarantee fees equal to 0.75% on the face amount of each guarantee. Ferox’s land and buildings and accounts receivable secure $4,600 and $2,500, respectively, of the revolving credit facilities. As of September 30, 2007, there were no borrowings outstanding under the Ferox revolving credit facilities. However, there were $1,479 of bank guarantees supported by the Ferox revolving credit facilities.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE C — Earnings per Share

     The following table presents calculations of net income per share of common stock for the three and nine months ended September 30, 2007 and 2006:

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2007				2006				2007				2006
Net income (1)		$	12,112			$	6,932			$	27,738			$	18,286
Net income per common share — basic		$	0.44			$	0.34			$	1.05			$	1.45
Net income per common share — diluted		$	0.42			$	0.34			$	1.03			$	1.40
Weighted average number of common shares outstanding — basic			27,671				20,245				26,467				12,579
Incremental shares issuable upon assumed exercise of stock warrant			—				—				—				237
Incremental shares issuable upon assumed conversion and exercise of stock options			994				153				554				291
Total shares — diluted			28,665				20,398				27,021				13,107

NOTE D — Comprehensive Income (Loss)

     The components of accumulated other comprehensive income (loss) are as follows:

		September 30,				December 31,
		2007				2006
Foreign currency translation adjustments		$	11,567			$	6,352
Minimum pension liability adjustments, net of taxes			1,170				1,170
		$	12,737			$	7,522

     Comprehensive income for the three months ended September 30, 2007 and 2006 was $17,943 and $7,054, respectively. Comprehensive income for the nine months ended September 30, 2007 and 2006 was $32,953 and $21,630, respectively.

NOTE E — Employee Separation and Plant Closure Costs

     For the three and nine months ended September 30, 2007, the Company recorded employee separation and plant closure costs of $135 and $284, respectively, primarily related to the closure of the Distribution and Storage segment’s idle Plaistow, New Hampshire facility. For the three and nine months ended September 30, 2006, the Company recorded employee separation and plant closure costs of $73 and $304, respectively, primarily related to the closure of the Distribution and Storage segment’s idle Plaistow, New Hampshire facility.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE E — Employee Separation and Plant Closure Costs — Continued

     The following table summarizes the Company’s employee separation and plant closure costs activity for the three and nine months ended September 30, 2007 and 2006.

		Three Months Ended September 30, 2007
		Energy &				Distribution
		Chemicals				& Storage				BioMedical				Total
One-time employee termination costs		$	—			$	—			$	—			$	—
Other associated costs			—				135				—				135
Employee separation and plant closure costs			—				135				—				135
Reserve usage			—				(135	)			(7	)			(142	)
Change in reserve			—				—				(7	)			(7	)
Reserves as of July 1, 2007			1,557				190				48				1,795
Reserves as of September 30, 2007		$	1,557			$	190			$	41			$	1,788

		Nine Months Ended September 30, 2007
		Energy &				Distribution
		Chemicals				& Storage				BioMedical				Total
One-time employee termination costs		$	—			$	—			$	—			$	—
Other associated costs			—				284				—				284
Employee separation and plant closure costs			—				284				—				284
Reserve usage			—				(284	)			(80	)			(364	)
Change in reserve			—				—				(80	)			(80	)
Reserves as of January 1, 2007			1,557				190				121				1,868
Reserves as of September 30, 2007		$	1,557			$	190			$	41			$	1,788

		Three Months Ended September 30, 2006
		Energy &				Distribution
		Chemicals				& Storage				BioMedical				Total
One-time employee termination costs		$	—			$	—			$	—			$	—
Other associated costs			—				73				—				73
Employee separation and plant closure costs			—				73				—				73
Reserve usage			—				(73	)			(5	)			(78	)
Change in reserve			—				—				(5	)			(5	)
Reserves as of July 1, 2006			1,557				190				137				1,884
Reserves as of September 30, 2006		$	1,557			$	190			$	132			$	1,879

		Nine Months Ended September 30, 2006
		Energy &				Distribution
		Chemicals				& Storage				BioMedical				Total
One-time employee termination costs		$	—			$	—			$	—			$	—
Other associated costs			9				295				—				304
Employee separation and plant closure costs			9				295				—				304
Reserve usage			(9	)			(295	)			(107	)			(411	)
Change in reserve			—				—				(107	)			(107	)
Reserves as of January 1, 2006			1,557				190				239				1,986
Reserves as of September 30, 2006		$	1,557			$	190			$	132			$	1,879

     The employee separation and plant closure costs reserve of $1,788 and $1,879 at September 30, 2007 and 2006, respectively, were for one-time employee termination costs.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE F — Acquisitions

     On May 26, 2006, the Company acquired the common stock of Cooler Service Company, Inc. (“CSC”) based in Tulsa, Oklahoma. The consideration paid was $15,927, net of cash acquired, including transaction costs. The acquisition was funded with cash on hand. The estimated fair value of the net assets acquired and goodwill at the date of acquisition was $8,050 and $8,654, respectively. CSC designs and manufactures air cooled heat exchangers for multiple markets, including hydrocarbon, petrochemical and industrial gas processing, and power generation. CSC has been included in the Company’s Energy and Chemicals segment.

     On March 2, 2007, the Company purchased the remaining minority interest in Chart Ferox a.s for a purchase price of $1,612. The purchase price was applied to eliminate the minority interest in Ferox a.s. of approximately $2,000. The difference between the purchase price and the value of the minority interest eliminated was allocated to adjust the fair value of the assets originally acquired.

NOTE G — Assets Held for Sale

     The Company has entered into an agreement to sell the idle building and a portion of the land at its Plaistow, New Hampshire facility. The Company sold the building in November 2007. The Plaistow facility is classified as assets held for sale on the Company’s unaudited condensed consolidated balance sheet as of September 30, 2007 and the audited consolidated balance sheet as of December 31, 2006 based on the carrying value of $3,084.

NOTE H — Income Taxes

     The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on January 1, 2007. Previously, the Company had accounted for tax contingencies in accordance with SFAS No. 5, Accounting for Contingencies. As required by FIN 48, which clarifies SFAS No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied FIN 48 to all tax positions for which the statute of limitations remained open. As a result of the implementation of FIN 48, the Company did not recognize material adjustments in the liability for unrecognized tax benefits. The amount of unrecognized tax benefits as of January 1, 2007 was $3,900. This amount includes $1,100 of unrecognized tax benefits which, if ultimately recognized, will reduce the Company’s annual effective tax rate. There have been no material changes in unrecognized tax benefits since January 1, 2007.

     The Company is subject to income taxes in the U.S. federal jurisdiction, and various states and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2003.

     The Internal Revenue Service (“IRS”) commenced an examination of the Company’s U.S. income tax returns for 2004 and 2005 in January 2007. The Company expects the examination to be concluded and settled during 2008. The Company is also currently under examination by a number of state tax authorities. The Company also expects those examinations to be concluded and settled during 2008. It is reasonably possible that a change in the unrecognized tax benefits may occur, however, quantification of an estimated range cannot be made at this time.

     The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company had accrued approximately $302 for the payment of interest and penalties at January 1, 2007 which is included in the unrecognized tax benefits above. During the nine months ended September 30, 2007, the Company accrued approximately $150 in additional interest associated with uncertain tax positions. The Company had $452 in interest and penalties accrued at September 30, 2007.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE I — Employee Benefit Plans

     The Company has four defined benefit pension plans covering certain U.S. hourly and salary employees. All of these plans were frozen as of February 28, 2006. The defined benefit plans provide benefits based primarily on the participants’ years of service and compensation.

     The following table sets forth the components of net periodic pension benefit for the three and nine months ended September 30, 2007 and 2006.

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Interest cost			523				510				1,569				1,530
Expected return on plan assets			(680	)			(618	)			(2,040	)			(1,854	)
Recognized actuarial gain			—				—				—				—
Total pension benefit		$	(157	)		$	(108	)		$	(471	)		$	(324	)

NOTE J — Reporting Segments

     The structure of the Company’s internal organization is divided into the following three reportable segments: Energy and Chemicals (“E&C”), Distribution and Storage (“D&S”) and BioMedical. The Company’s reportable segments are business units that offer different products and are each managed separately because they manufacture and distribute distinct products with different production processes and sales and marketing approaches. The E&C segment sells brazed aluminum and air-cooled heat exchangers, cold boxes and liquefied natural gas vacuum-insulated pipe to natural gas, petrochemical processing and industrial gas companies who use them for the liquefaction and separation of natural and industrial gases. The D&S segment sells cryogenic bulk storage systems, cryogenic packaged gas systems, cryogenic systems and components, beverage liquid CO₂ systems and cryogenic services to various companies for the storage and transportation of both industrial and natural gases. The BioMedical segment sells medical respiratory products, biological storage systems, other oxygen products and magnetic resonance imaging cryostat components. Due to the nature of the products that each segment sells, there are no intersegment sales. Corporate includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, internal audit, risk management and stock-based compensation expenses that are not allocated to the reporting segments.

     The Company evaluates performance and allocates resources based on operating income or loss before gain on sale of assets, net interest expense, financing costs amortization expense, foreign currency gain or loss, income taxes and minority interest. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies.

     Information for the Company’s three reportable segments and its corporate headquarters is presented below:

		Three Months Ended September 30, 2007
		Energy				Distribution
		and Chemicals				and Storage				BioMedical				Corporate				Total
Sales		$	58,396			$	85,106			$	20,168			$	—			$	163,670
Operating income (loss)			7,392				16,627				2,964				(5,569	)			21,414
		Nine Months Ended September 30, 2007
		Energy				Distribution
		and Chemicals				and Storage				BioMedical				Corporate				Total
Sales		$	168,765			$	248,447			$	66,508			$	—			$	483,720
Operating income (loss) (1)			17,260				53,817				12,721				(25,348	)			58,450

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

NOTE J — Reporting Segments — Continued

		Three Months Ended September 30, 2006
		Energy				Distribution
		and Chemicals				and Storage				BioMedical				Corporate				Total
Sales		$	54,411			$	67,953			$	20,461			$	—			$	142,825
Operating income (loss)			5,462				13,491				4,365				(6,449	)			16,869
		Nine Months Ended September 30, 2006
		Energy				Distribution
		and Chemicals				and Storage				BioMedical				Corporate				Total
Sales		$	138,075			$	194,783			$	60,174			$	—			$	393,032
Operating income (loss)			11,738				39,605				12,855				(16,719	)			47,479

NOTE K — Supplemental Guarantor Financial Information

     The Company’s Subordinated Notes issued in October 2005 are guaranteed on a full, unconditional and joint and several basis by the following wholly owned subsidiaries: Chart Inc., CAIRE Inc., Chart Energy and Chemicals, Inc., Chart Cooler Service Company, Inc., Chart International Holdings, Inc., Chart Asia Inc. and Chart International Inc. The following subsidiaries are not guarantors of the notes:

Non-Guarantor Subsidiaries		Jurisdiction
Changzhou CEM Cryo Equipment Co., Ltd.		China
Chart Australia Pty. Ltd.		Australia
Chart Biomedical Limited		United Kingdom
Chart Cryogenic Distribution Equipment (Changzhou) Co., Ltd. (50% owned)		China
Chart Cryogenic Engineering Systems (Changzhou) Co., Ltd.		China
Chart Cryogenic Equipment (Changzhou) Co., Ltd.		China
Chart Ferox a.s.		Czech Republic
Chart Ferox GmbH		Germany
GTC of Clarksville, LLC		Delaware
Lox Taiwan (16% owned)		Taiwan
Zhangjigang Chart Hailu Cryogenic Equipment Co., Ltd.		China

The following supplemental condensed consolidating and combining financial information of the Issuer, Subsidiary Guarantors and Subsidiary Non-Guarantors presents statements of operations for the three and nine months ended September 30, 2007 and 2006, balance sheets as of September 30, 2007 and December 31, 2006 and statements of cash flows for the nine months ended September 30, 2007 and 2006.

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements — September 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING BALANCE SHEET
As of September 30, 2007

										Subsidiary
						Subsidiary				Non-				Consolidating
		Issuer				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	32,002			$	755			$	29,669			$	—			$	62,426
Accounts receivable, net			—				59,917				19,147				—				79,064
Inventory, net			—				48,433				36,055				(467	)			84,021
Other current assets			7,464				31,177				13,523				—				52,164
Total current assets			39,466				140,282				98,394				(467	)			277,675
Property, plant and equipment, net			—				62,092				34,497				—				96,589
Goodwill			—				189,562				57,487				—				247,049
Intangible assets, net			—				136,283				2,039				—				138,322
Investments in affiliates			145,546				53,223				—				(198,769	)			—
Intercompany receivables			401,172				—				—				(401,172	)			—
Other assets			10,198				1,688				1,201				—				13,087
Total assets		$	596,382			$	583,130			$	193,618			$	(600,408	)		$	772,722
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accruals		$	(9,281	)		$	129,397			$	26,298			$	(91	)		$	146,323
Total current liabilities			(9,281	)			129,397				26,298				(91	)			146,323
Long-term debt			250,000				—				—				—				250,000
Intercompany payables			—				295,188				106,360				(401,548	)			—
Other long-term liabilities			49,917				12,999				7,737				—				70,653
Total liabilities			290,636				437,584				140,395				(401,639	)			466,976
Common stock			280				—				—				—				280
Other stockholders’ equity			305,466				145,546				53,223				(198,769	)			305,466
Total stockholders’ equity			305,746				145,546				53,223				(198,769	)			305,746
Total liabilities and stockholders’ equity		$	596,382			$	583,130			$	193,618			$	(600,408	)		$	772,722

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – September 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING BALANCE SHEET (AUDITED)
As of December 31, 2006

										Subsidiary
						Subsidiary				Non-				Consolidating
		Issuer				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	6,084			$	114			$	12,656			$	—			$	18,854
Accounts receivable, net			—				58,320				18,442				—				76,762
Inventory, net			—				43,559				29,508				(210	)			72,857
Other current assets			8,319				39,955				13,888				—				62,162
Total current assets			14,403				141,948				74,494				(210	)			230,635
Property, plant and equipment, net			—				57,469				28,254				—				85,723
Goodwill			—				189,671				57,473				—				247,144
Intangible assets, net			—				143,998				2,625				—				146,623
Investments in affiliates			104,109				38,326				—				(142,435	)			—
Intercompany receivables			421,549				—				—				(421,549	)			—
Other assets			11,126				1,580				2,044				—				14,750
Total assets		$	551,187			$	572,992			$	164,890			$	(564,194	)		$	724,875
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accruals		$	(11,935	)		$	122,734			$	28,908			$	(466	)		$	139,241
Total current liabilities			(11,935	)			122,734				28,908				(466	)			139,241
Long-term debt			290,000				—				—				—				290,000
Intercompany payables			—				332,535				88,758				(421,293	)			—
Other long-term liabilities			53,388				13,614				8,898				—				75,900
Total liabilities			331,453				468,883				126,564				(421,759	)			505,141
Common stock			256				—				—								256
Other stockholders’ equity			219,478				104,109				38,326				(142,435	)			219,478
Total stockholders’ equity			219,734				104,109				38,326				(142,435	)			219,734
Total liabilities and stockholders’ equity		$	551,187			$	572,992			$	164,890			$	(564,194	)		$	724,875

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – September 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three Months Ended September 30, 2007

										Subsidiary
						Subsidiary				Non-				Consolidating
		Issuer				Guarantors				Guarantors				Adjustments				Total
Net sales		$	—			$	121,319			$	45,206			$	(2,855	)		$	163,670
Cost of sales			—				87,973				33,356				(3,049	)			118,280
Gross profit			—				33,346				11,850				194				45,390
Selling, general and administrative expenses			275				20,160				3,541				—				23,976
Operating income			(275	)			13,186				8,309				194				21,414
Interest expense			5,643				(21	)			(104	)			—				5,518
Other (income) expense, net			—				(47	)			(463	)			—				(510	)
Minority interest, net of tax			—				—				(18	)							(18	)
Income (loss) before income taxes and equity in net (income) of subsidiaries			(5,918	)			13,254				8,894				194				16,424
Income tax (benefit) provision			(1,309	)			5,000				621				—				4,312
Equity in net (income) of subsidiaries			(16,721	)			(8,467	)			—				25,188				—
Net income		$	12,112			$	16,721			$	8,273			$	(24,994	)		$	12,112

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Three Months Ended September 30, 2006

										Subsidiary
						Subsidiary				Non-				Consolidating
		Issuer				Guarantors				Guarantors				Adjustments				Total
Net sales		$	—			$	110,973			$	32,923			$	(1,071	)		$	142,825
Cost of sales			—				81,241				23,220				(1,076	)			103,385
Gross profit			—				29,732				9,703				5				39,440
Selling, general and administrative expenses			424				19,189				2,958				—				22,571
Operating (loss) income			(424	)			10,543				6,745				5				16,869
Interest expense			6,169				(23	)			(21	)			—				6,125
Other (income) expense, net			393				59				(85	)							367
Minority interest, net of tax			—				—				73								73
Income (loss) before income taxes and equity in net (income) of subsidiaries			(6,986	)			10,507				6,778				5				10,304
Income tax provision (benefit)			(2,284	)			4,968				688				—				3,372
Equity in net (income) of subsidiaries			(11,634	)			(6,095	)			—				17,729				—
Net income		$	6,932			$	11,634			$	6,090			$	(17,724	)		$	6,932

CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements – September 30, 2007
(Dollars and shares in thousands, except per share amounts)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2007

										Subsidiary
						Subsidiary				Non-				Consolidating
		Issuer				Guarantors				Guarantors				Adjustments				Total
Net sales		$	—			$	355,285			$	133,591			$	(5,156	)		$	483,720
Cost of sales			—				252,561				99,741				(5,089	)			347,213
Gross profit			—				102,724				33,850				(67	)			136,507
Selling, general and administrative expenses			1,027				67,973				9,057				—				78,057
Operating income			(1,027	)			34,751				24,793				(67	)			58,450
Interest expense			18,830				28				(216	)			—				18,642
Other (income) expense, net			—				—				(221	)			—				(221	)
Minority interest, net			—				—				(77	)			—				(77	)
Income (loss) before income taxes and equity in net (income) of subsidiaries			(19,857	)			34,723				25,307				(67	)			40,106
Income tax (benefit) provision			(6,061	)			15,292				3,137				—				12,368
Equity in net (income) of subsidiaries			(41,534	)			(22,103	)			—				63,637				—
Net income		$	27,738			$	41,534			$	22,170			$	(63,704	)		$	27,738

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Nine Months Ended September 30, 2006

										Subsidiary
						Subsidiary				Non-				Consolidating
		Issuer				Guarantors				Guarantors				Adjustments				Total
Net sales		$	—			$	302,539			$	93,386			$	(2,893	)		$	393,032
Cost of sales			—				217,500				65,771				(2,779	)			280,492
Gross profit			—				85,039				27,615				(114	)			112,540
Selling, general and administrative expenses			1,023				56,917				7,112				9				65,061
Operating income			(1,023	)			28,122				20,503				(123	)			47,479
Interest expense			19,403				(53	)			(94	)			—				19,256
Other (income) expense, net			1,132				160				(337	)			—				955
Minority interest, net of tax											120				—				120
Income (loss) before income taxes and equity in net (income) of subsidiaries			(21,558	)			28,015				20,814				(123	)			27,148
Income tax provision (benefit)			(7,020	)			13,150				2,732				—				8,862
Equity in net (income) of subsidiaries			(32,824	)			(17,959	)			—				50,783				—
Net income		$	18,286			$	32,824			$	18,082			$	(50,906	)		$	18,286