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| CBI > SEC Filings for CBI > Form 10-Q on 29-Apr-2009 | All Recent SEC Filings |
29-Apr-2009
Quarterly Report
the Middle East (approximately $140.0 million), and CB&I Steel Plate Structures
design and construction of storage tanks and associated works for a refinery
expansion in Australia (approximately $130.0 million).
Backlog at March 31, 2009 was $4.9 billion compared with $5.7 billion at
December 31, 2008.
Revenue-Revenue of $1.3 billion during the three months ended March 31, 2009
decreased $143.5 million, or 10%, compared with the corresponding 2008 period.
Revenue decreased $30.9 million (7%), for CB&I Steel Plate Structures,
$95.8 million (11%), for CB&I Lummus and $16.9 million (17%), for Lummus
Technology. The following factors contributed to the decrease in our revenue in
the current year period relative to the comparable prior year period:
• CB&I Steel Plate Structures - The current year period was impacted by the
wind down of two large projects in Australia, which was partly offset by
greater volume in the Middle East.
• CB&I Lummus - The current year period was impacted by a lower volume of LNG terminal work in the U.S. and United Kingdom ("U.K."), offset partially by higher revenue for refinery work in Europe and South America.
• Lummus Technology - The current year period was impacted by fewer licensing contract awards, partly offset by higher catalyst sales.
Gross Profit-Gross profit in the first quarter of 2009 was $144.2 million (11.1%
of revenue), compared with gross profit of $126.0 million (8.8% of revenue), for
the corresponding period in 2008. The difference in gross profit as a percentage
of revenue in the current year period versus the comparable prior year period is
primarily due to the following factors:
• CB&I Steel Plate Structures -The prior year period benefited from lower
pre-contract costs and realized higher margins due to project mix,
principally in the Middle East.
• CB&I Lummus - The prior year period included the recognition of a significant volume of revenue on projects for which low profit margins were recognized or material charges to earnings were recorded. Included in the 2008 period was a $19.1 million charge for a project in the United States and $20.7 million for our South Hook and Isle of Grain II LNG projects in the U.K.
During the 2009 period, we recognized similar charges in the U.K. of $20.5 million to capture additional projected costs to complete our South Hook LNG project, however our remaining backlog realized margin levels above those in 2008 due to solid project execution and project mix.
During the first quarter 2009, the South Hook LNG terminal received its first shipment of LNG. Our work on the balance of the project is on-going and completion is expected in late 2009. If weather factors, labor productivity and subcontractor performance on the project were to decline from amounts utilized in our current estimates, our schedule for project completion, and our future results of operations, would be negatively impacted.
Equity Earnings-Equity earnings of $6.9 million for the three month period ended
March 31, 2009 were generated from technology licensing and catalyst sales for
various proprietary technologies in joint venture investments within Lummus
Technology. Equity earnings during the comparable prior year period were
$6.0 million.
Selling and Administrative Expenses-Selling and administrative expenses for the
three months ended March 31, 2009 were $59.2 million, or 4.6% of revenue,
compared with $63.9 million, or 4.4% of revenue, for the comparable period in
2008. The absolute dollar decrease as compared to 2008 is generally attributable
to a reduction in our global and business sector administrative support costs.
Other Operating Expense-Other operating expense during the three months ended
March 31, 2009 primarily relates to severance costs incurred in connection with
the reorganization of our business sectors and severance and
other related costs associated with the closure of three fabrication facilities
in the U.S., which we expect to be completed by the fourth quarter of 2009.
Income from Operations-Income from operations for the three months ended
March 31, 2009 was $80.3 million versus $62.3 million during the prior year
period. Our first quarter 2009 results were favorably impacted by overall higher
gross profit margins, lower selling and administrative costs, and higher equity
earnings, partly offset by severance and facility closure costs.
Interest Expense and Interest Income-Interest expense for the first quarter of
2009 was $5.5 million, compared with $4.5 million for the corresponding 2008
period. The $1.0 million increase was primarily due to borrowings on our
revolving credit facility during the current period. Interest income of
$0.4 million for the first quarter 2009 decreased $2.8 million compared to the
same period in 2008 due to lower short-term investment levels resulting from
cash utilized to fund project losses in the U.K.
Income Tax Expense-Income tax expense for the three months ended March 31, 2009
was $25.2 million, or 33.5% of pre-tax income, versus $17.1 million, or 28.0% in
the comparable period of 2008. The rate increase compared with the corresponding
period of 2008 is primarily due to a change in the U.S./non-U.S. income mix.
Minority Interest-Net income attributable to minority interest for the three
months ended March 31, 2009 was $1.3 million compared with $1.7 million for the
comparable period in 2008. The changes compared with 2008 are commensurate with
the levels of operating income for the contracting entities.
Liquidity and Capital Resources
At March 31, 2009, cash and cash equivalents totaled $91.7 million.
Operating-During the first quarter of 2009, cash used in operating activities
totaled $43.8 million, as an increase in contracts in progress balances in
support of our major CB&I Lummus projects was partially offset by overall
profitability.
Investing-In the first quarter of 2009, we incurred $17.2 million for capital
expenditures, primarily in support of projects and facilities within our CB&I
Steel Plate Structures sector.
We continue to evaluate and selectively pursue opportunities for additional
expansion of our business through the acquisition of complementary businesses.
These acquisitions, if they arise, may involve the use of cash or may require
further debt or equity financing.
Financing-During the first quarter of 2009, net cash flows generated from
financing activities totaled $64.0 million, primarily as a result of net
borrowings of $62.0 million under our revolving credit facility, which we
periodically utilize for operating needs. Cash provided by financing activities
also included $2.8 million from the issuance of shares for stock-based
compensation. Dividends were suspended, beginning in the first quarter of 2009.
Our primary internal source of liquidity is cash flow generated from operations.
Capacity under a revolving credit facility is also available, if necessary, to
fund operating or investing activities. We have a five-year, $1.1 billion,
committed and unsecured revolving credit facility, which terminates in
October 2011. As of March 31, 2009, $62.0 million of direct borrowings were
outstanding under the revolving credit facility. Additionally, we had issued
$287.3 million of letters of credit under the five-year facility. Such letters
of credit are generally issued to customers in the ordinary course of business
to support advance payments, performance guarantees or in lieu of retention on
our contracts. As of March 31, 2009, we had $750.7 million of available capacity
under this facility. The facility contains a borrowing sublimit of
$550.0 million and certain restrictive covenants, the most restrictive of which
include a maximum leverage ratio, a minimum fixed charge coverage ratio and a
minimum net worth level. The facility also places restrictions on us with regard
to subsidiary indebtedness, sales of assets, liens, investments, type of
business conducted and mergers and acquisitions, among other restrictions.
In addition to the revolving credit facility, we have three committed and
unsecured letter of credit and term loan agreements (the "LC Agreements") with
Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., and
various private placement note investors. Under the terms of the LC Agreements,
either banking institution (the "LC Issuers") can issue letters of credit. In
the aggregate, the LC Agreements provide up to $275.0 million of capacity. As of
March 31, 2009, no direct borrowings were outstanding under the LC Agreements,
but we had issued $273.4 million of letters of credit among all three tranches
of LC Agreements. Tranche A, a $50.0 million facility, and Tranche B, a
$100.0 million facility, are both five-year facilities which terminate in
November 2011 and were fully utilized at March 31, 2009. Tranche C, an
eight-year, $125.0 million facility expiring in November 2014, had $1.6 million
of available capacity at March 31, 2009. The LC Agreements contain certain
restrictive covenants, the most restrictive of which include a minimum net worth
level, a minimum fixed charge coverage ratio and a maximum leverage ratio. The
LC Agreements also include restrictions with regard to subsidiary indebtedness,
sales of assets, liens, investments, type of business conducted, affiliate
transactions, sales and leasebacks, and mergers and acquisitions, among other
restrictions. In the event of default under the LC Agreements, including our
failure to reimburse a draw against an issued letter of credit, the LC Issuer
could transfer its claim against us, to the extent such amount is due and
payable by us, no later than the stated maturity of the respective LC Agreement.
In addition to quarterly letter of credit fees that we pay under the LC
Agreements, to the extent that a term loan is in effect, we would also be
assessed a floating rate of interest over LIBOR.
We also have various short-term, uncommitted revolving credit facilities across
several geographic regions of approximately $1.3 billion. These facilities are
generally used to provide letters of credit or bank guarantees to customers in
the ordinary course of business to support advance payments, performance
guarantees or in lieu of retention on our contracts. At March 31, 2009, we had
available capacity of $583.8 million under these uncommitted facilities. In
addition to providing letters of credit or bank guarantees, we also issue surety
bonds in the ordinary course of business to support our contract performance.
In addition, we have a $160.0 million unsecured term loan facility with JPMorgan
Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as
syndication agent. Interest under the Term Loan is based upon LIBOR plus an
applicable floating spread and is paid quarterly in arrears. We also have an
interest rate swap that provides for an interest rate of approximately 6.32%,
inclusive of the applicable floating spread. The Term Loan will continue to be
repaid in equal installments of $40.0 million per year, with the last principal
payment due in November 2012. The Term Loan contains similar restrictive
covenants to the ones noted above for the revolving credit facility.
We could be impacted as a result of the current global financial and economic
crisis if our customers delay or cancel projects, if our customers experience a
material change in their ability to pay us, we are unable to meet our
restrictive covenants, or the banks associated with our current, committed and
unsecured revolving credit facility, committed and unsecured letter of credit
and term loan agreements, and uncommitted revolving credit facilities were to
cease or reduce operations.
We were in compliance with all restrictive lending covenants as of March 31,
2009; however, our ability to remain in compliance and the availability of such
lending facilities could be impacted by circumstances or conditions beyond our
control caused by the global financial and economic crisis, including but not
limited to, cancellation of contracts, changes in currency exchange or interest
rates, performance of pension plan assets, or changes in actuarial assumptions.
As of March 31, 2009, the following commitments were in place to support our
ordinary course obligations:
Amounts of Commitments by Expiration Period
(In thousands) Total Less than 1 Year 1-3 Years 4-5 Years After 5 Years
Letters of Credit/Bank Guarantees $ 1,273,647 $ 589,116 $ 608,460 $ 39,474 $ 36,597
Surety Bonds 251,965 168,866 83,089 10 -
Total Commitments $ 1,525,612 $ 757,982 $ 691,549 $ 39,484 $ 36,597
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Note: Letters of credit include $32.9 million of letters of credit issued in
support of our insurance program.
The equity and credit markets have recently experienced dramatic turmoil. A
continuation of this level of volatility in the credit markets may increase
costs associated with issuing letters of credit under our short-term,
uncommitted credit facilities. Notwithstanding these adverse conditions, we
believe that our cash on hand, funds generated by operations, amounts available
under existing, committed credit facilities and external sources of liquidity,
such as the issuance of debt and equity instruments, will be sufficient to
finance our capital expenditures, the settlement of commitments and
contingencies (as more fully described in Note 8 to our Condensed Consolidated
Financial Statements) and our working capital needs for the foreseeable future.
However, there can be no assurance that such funding will be available, as our
ability to generate cash flows from operations and our ability to access funding
under the revolving credit facility and LC Agreements may be impacted by a
variety of business, economic, legislative, financial and other factors, which
may be outside of our control. Additionally, while we currently have
significant, uncommitted bonding facilities, primarily to support various
commercial provisions in our contracts, a termination or reduction of these
bonding facilities could result in the utilization of letters of credit in lieu
of performance bonds, thereby reducing our available capacity under the
revolving credit facility. Although we do not anticipate a reduction or
termination of the bonding facilities, there can be no assurance that such
facilities will be available at reasonable terms to service our ordinary course
obligations.
We are a defendant in a number of lawsuits arising in the normal course of
business and we have in place appropriate insurance coverage for the type of
work that we have performed. As a matter of standard policy, we review our
litigation accrual quarterly and as further information is known on pending
cases, increases or decreases, as appropriate, may be recorded in accordance
with SFAS No. 5, "Accounting for Contingencies" ("SFAS No. 5").
For a discussion of pending litigation, including lawsuits wherein plaintiffs
allege exposure to asbestos due to work we may have performed, see Note 8 to our
Condensed Consolidated Financial Statements.
Off-Balance Sheet Arrangements
We use operating leases for facilities and equipment when they make economic
sense, including sale-leaseback arrangements. We have no other significant
off-balance sheet arrangements.
New Accounting Standards
For a discussion of new accounting standards, see the applicable section
included within Note 1 to our Condensed Consolidated Financial Statements.
2008 Quarterly Segment Information
As discussed above, beginning in the first quarter of 2009, our management
structure and internal and public segment reporting were aligned based upon
three distinct business sectors, rather than our historical practice of
reporting based upon discrete geographic regions and Lummus Technology. These
three project business sectors are CB&I Steel Plate Structures, CB&I Lummus
(which includes Energy Processes and LNG terminal projects) and Lummus
Technology.
The following represents our prior year 2008 quarterly results reported under
our current reporting structure:
Three Months Ended
March 31, June 30, September 30, December 31, Full Year
2008 2008 2008 2008 2008
New Awards
CB&I Steel Plate Structures $ 498,994 $ 966,439 $ 338,427 $ 758,739 $ 2,562,599
CB&I Lummus 209,580 506,359 220,335 282,716 1,218,990
Lummus Technology 234,411 97,437 144,918 28,437 505,203
Total new awards $ 942,985 $ 1,570,235 $ 703,680 $ 1,069,892 $ 4,286,792
Revenue
CB&I Steel Plate Structures $ 451,117 $ 508,869 $ 500,489 $ 551,436 $ 2,011,911
CB&I Lummus 891,196 791,120 952,669 859,413 3,494,398
Lummus Technology 97,111 128,472 110,551 102,538 438,672
Total revenue $ 1,439,424 $ 1,428,461 $ 1,563,709 $ 1,513,387 $ 5,944,981
Income From Operations
CB&I Steel Plate Structures $ 49,832 $ 53,822 $ 54,108 $ 56,624 $ 214,386
CB&I Lummus (9,809 ) (286,868 ) (29,623 ) 36,365 (289,935 )
Lummus Technology 22,233 33,288 27,337 27,901 110,759
Total income from operations $ 62,256 $ (199,758 ) $ 51,822 $ 120,890 $ 35,210
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Critical Accounting Estimates
The discussion and analysis of financial condition and results of operations are
based upon our condensed consolidated financial statements, which have been
prepared in accordance with U.S. GAAP. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenue and expenses and related disclosure of
contingent assets and liabilities. We evaluate our estimates on an on-going
basis, based on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. Our management has discussed
the development and selection of our critical accounting estimates with the
Audit Committee of our Supervisory Board of Directors. Actual results may differ
from these estimates under different assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our condensed
consolidated financial statements:
Revenue Recognition-Revenue is primarily recognized using the
percentage-of-completion method. Our contracts are awarded on a competitive bid
and negotiated basis. We offer our customers a range of contracting options,
including fixed-price, cost reimbursable and hybrid approaches. Contract revenue
is primarily recognized based on the percentage that actual costs-to-date bear
to total estimated costs. We utilize this cost-to-cost approach as we believe
this method is less subjective than relying on assessments of physical progress.
We follow the guidance of SOP 81-1 for accounting policies relating to our use
of the percentage-of-completion method, estimating costs, revenue recognition,
including the recognition of profit incentives, combining and segmenting
contracts and unapproved change order/claim recognition. Under the cost-to-cost
approach, the most widely recognized method used for percentage-of-completion
accounting, the use of estimated cost to complete each contract is a significant
variable in the process of determining recognized revenue and is a significant
factor in the accounting for contracts. 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, including the reversal of any profit
recognized in prior periods. Due to the various estimates inherent in our
contract accounting, actual results could differ from those estimates.
Contract revenue reflects the original contract price adjusted for approved
change orders and estimated minimum recoveries of unapproved change orders and
claims. We recognize revenue associated with unapproved change orders and claims
to the extent that related costs have been incurred when recovery is probable
and the value can be reliably estimated. At March 31, 2009 and December 31,
2008, we had projects with outstanding unapproved change orders/claims of
approximately $30.0 million and $50.0 million, respectively, factored into the
determination of their revenue and estimated costs. If the final settlements are
less than the recorded unapproved change orders and claims, our results of
operations could be negatively impacted.
Losses expected to be incurred on contracts in progress are charged to earnings
in the period such losses become known. For projects in a significant loss
position, we recognized losses of approximately $24.0 million for the period
ended March 31, 2009. Recognized losses during the prior year period ended
March 31, 2008 were approximately $12.9 million.
Credit Extension-We extend credit to customers and other parties in the normal
course of business only after a review of the potential customer's
creditworthiness. Additionally, management reviews the commercial terms of all
significant contracts before entering into a contractual arrangement. We
regularly review outstanding receivables and provide for estimated losses
through an allowance for doubtful accounts. In evaluating the level of
established reserves, management makes judgments regarding the parties' ability
to make required payments, economic events and other factors. As the financial
condition of these parties changes, circumstances develop or additional
information becomes available, adjustments to the allowance for doubtful
accounts may be required.
Financial Instruments-Although we do not engage in currency speculation, we
periodically use forward contracts to mitigate certain operating exposures, as
well as hedge intercompany loans utilized to finance non-U.S. subsidiaries.
Hedge contracts utilized to mitigate operating exposures are generally
designated as "cash flow hedges" under SFAS No. 133. Therefore, gains and
losses, exclusive of forward points and credit risk, are included in accumulated
other comprehensive income/loss on the condensed consolidated balance sheets
until the associated offsetting underlying operating exposure impacts our
earnings. Gains and losses associated with instruments deemed ineffective during
the period, if any, and instruments for which we do not seek hedge accounting
treatment, including those instruments used to hedge intercompany loans, are
. . .
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