<PAGE> 1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-12815
CHICAGO BRIDGE & IRON COMPANY N.V.
Incorporated in The Netherlands IRS Identification Number: NONE
Principle Executive Office:
P.O. Box 74658
1070 BR Amsterdam
The Netherlands
31-20-664-4461
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Robert H. Wolfe, Esq.
Chicago Bridge & Iron Company
1501 North Division Street
Plainfield, Illinois 60544
(815) 439-6000
(Address, including zip code, and telephone number, including area code, of
registrant's agent for service)
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 for 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 X NO
----- -----
The number of shares outstanding of a single class of common stock as of
March 31, 1997 - 12,517,552
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
----
Financial Statements:
Statements of Income
Three Months Ended March 31, 1997 and 1996 3
Balance Sheets
As of March 31, 1997 and December 31, 1996 4
Statements of Cash Flows
Three Months Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION 12
SIGNATURE PAGE 14
2
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
<S> <C> <C>
Revenues $150,396 $139,721
Cost of revenues 134,050 123,988
---------- ----------
Gross profit 16,346 15,733
Selling and administrative expenses 11,217 10,245
Management Plan charge 16,662 -
Other operating income (191) (159)
---------- ----------
Income (loss) from operations (11,342) 5,647
Interest expense 1,329 1,071
Other income (398) (298)
---------- ----------
Income (loss) before taxes and minority interest (12,273) 4,874
Income tax expense (benefit) (5,361) 1,271
---------- ----------
Income (loss) before minority interest (6,912) 3,603
Minority interest in income 63 1,233
---------- ----------
Net income (loss) $(6,975) $2,370
========== ==========
Earnings (loss) per common share (1) $(0.56) N/A (2)
Weighted average common shares outstanding (1) 12,517,552 N/A
</TABLE>
(1) Earnings (loss) per common share and the average common shares
outstanding at March 31, 1997 are presented as if the offering and the
Reorganization, hereinafter defined, had occurred at the beginning of the
period.
(2) Earnings (loss) per common share is not presented for the three months
ended March 31, 1996 as the Reorganization had not taken place. Giving
effect to the Offering and the Reorganization as if each had occurred at the
first day of the period, net income per common share would be $0.19.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
3
<PAGE> 4
CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1997 1996
------ --------- ---------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 22,839 $ 11,864
Accounts receivable, net of allowance for doubtful 90,291 101,675
accounts of $2,900 in 1997 and $3,047 in 1996
Contracts in progress with earned revenues 95,251 79,782
exceeding related progress billings
Assets held for sale 2,124 5,374
Other current assets 9,658 7,364
--------- ---------
Total current assets 220,163 206,059
Assets held for sale 4,000 5,118
Property and equipment 114,972 107,875
Goodwill 18,905 19,027
Other non-current assets 13,389 13,417
--------- ---------
Total assets $371,429 $351,496
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Notes payable $ 3,048 $ 3,114
Accounts payable 30,704 24,804
Accrued liabilities 46,301 44,513
Contracts in progress with progress billings 36,526 34,727
exceeding related earned revenues
Payable to former Parent Company 4,584 6,008
Income taxes payable 2,392 4,440
--------- ---------
Total current liabilities 123,555 117,606
--------- ---------
Long-term debt 66,232 53,907
Minority interest in subsidiaries 6,778 7,428
Other non-current liabilities 76,386 81,809
--------- ---------
Total liabilities 272,951 260,750
--------- ---------
SHAREHOLDERS' EQUITY:
Common stock; NLG .01 par value, 50,000,000 authorized 74 -
shares; 12,517,552 issued and outstanding shares
Common stock; $1 par value, 1,000 authorized shares; 1,000 - 1
issued and outstanding shares
Additional paid-in capital 94,606 79,958
Retained earnings 4,587 11,562
Cumulative translation adjustment (789) (775)
--------- ---------
Total shareholders' equity 98,478 90,746
--------- ---------
Total liabilities and shareholders' equity $371,429 $351,496
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
4
<PAGE> 5
CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31, 1996
-------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) ($6,975) $2,370
Adjustments to reconcile net income to net cash provided by
operating activities:
Management Plan charge 16,662 -
Depreciation and amortization 4,205 4,193
(Increase)/decrease in deferred income taxes (5,907) 617
Gain on sale of fixed assets (1,016) (152)
Change in operating assets and liabilities (see below) (2,457) 9,987
--------- ---------
Net Cash Provided by Operating Activities 4,512 17,015
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of fixed assets and investments 5,418 812
Capital expenditures (11,214) (3,095)
--------- ---------
Net Cash Used in Investing Activities (5,796) (2,283)
CASH FLOWS FROM FINANCING ACTIVITIES
Advance to former Parent Company - (8,536)
Decrease in notes payable (66) (1,166)
Increase in long-term debt 12,325 -
--------- ---------
Net Cash Provided by / (Used in) Financing Activities 12,259 (9,702)
Increase in cash & cash equivalents 10,975 5,030
Cash and cash equivalents, beginning of the period 11,864 12,850
--------- ---------
Cash and cash equivalents, end of the period $22,839 $17,880
========= =========
CHANGE IN OPERATING ASSETS AND LIABILITIES:
Decrease in receivables, net $11,384 $16,695
Increase in contracts in progress, net (13,670) (13,377)
(Increase)/decrease in other current assets (2,294) 4,172
Increase/(decrease) in accounts payable & accrued liabilities 7,688 (923)
Decrease in payable to former Parent Company (1,424) -
Increase/(decrease) in income taxes payable (2,048) 5,493
Other, net (2,093) (2,073)
--------- ---------
Total $(2,457) $9,987
========= =========
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
5
<PAGE> 6
CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
1. ORGANIZATION AND INITIAL PUBLIC OFFERING:
Unaudited Interim Financial Statements
The accompanying unaudited consolidated financial statements for Chicago Bridge
& Iron Company N.V. and Subsidiaries (the "Company") have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures, normally included in
financial statements prepared in accordance with generally accepted accounting
principles, have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading. The accompanying unaudited
interim consolidated financial statements should be read in conjunction with
the full year consolidated financial statements and notes thereto included in
the Company's Registration Statement, filed on Form S-1, as amended.
In the opinion of the Company, all adjustments necessary to present fairly the
financial position of the Company and the results of its operations and cash
flows for the period then ended have been included. The results of operations
for such interim periods are not necessarily indicative of the results for the
full year.
Common Share Offering
In December, 1996, the Company filed a registration statement with the
Securities and Exchange Commission for an initial public offering of a majority
of the Company's common shares (the "Offering"). In March, 1997, the Company
completed the Offering of 11,045,941 shares of Common Stock at $18.00 per
share. The Company did not receive any proceeds from the Offering, but
incurred $2,000 of the offering costs. These shares of Common Stock are traded
on the New York and Amsterdam stock exchanges.
Reorganization
At December 31, 1996, Chicago Bridge & Iron Company and Subsidiaries ("CB&I")
was a wholly owned subsidiary of Chi Bridge Holdings, Inc. ("Holdings"), which
in turn was a wholly owned subsidiary of Praxair, Inc. ("Praxair") In March,
1997, Holdings consummated a reorganization (the "Reorganization") whereby
Holdings transferred the business of CB&I to Chicago Bridge & Iron N.V. ("CB&I
N.V."), a corporation organized under the laws of The Netherlands. This
Reorganization did not affect the carrying amounts of CB&I's assets and
liabilities, nor result in any distribution of their cash or other assets to
Praxair. The consolidated
6
<PAGE> 7
balance sheet as of March 31, 1997 reflects the Reorganization. CB&I N.V.'s
only transaction for the year ended December 31, 1996 was a $59 original
investment in exchange for common stock and additional paid-in capital. The
consolidated balance sheet as of December 31, 1996 and the consolidated income
statement and statement of cash flows for the period ended March 31, 1996
include the amounts of CB&I prior to the Reorganization.
2. LONG-TERM DEBT:
For the three months ended March 31, 1997, the Company's cash requirements were
funded by Praxair through the long-term debt account. Interest is payable to
Praxair at 7% per annum. Interest expense on long-term debt for the three
months ended March 31, 1997 was $1,185. In addition, approximately $22,000 of
letters of credit were outstanding on behalf of Praxair at March 31, 1997
related to the Company's insurance program.
On April 2, 1997, the Company, The Chase Manhattan Bank and a syndicate of
other banks entered into a five year senior, unsecured competitive advance and
revolving credit facility (the "New Revolving Credit Facility"). Maximum
availability under the New Revolving Credit Facility is $100,000 for the first
three years and $50,000 thereafter. The Company initially borrowed $75,000
thereunder to repay the long-term debt to Praxair as of April 2, 1997.
The unused available committed amounts under the New Revolving Credit Facility
will be available for general corporate purposes, including working
capital, letter of credit and other requirements of the Company. Revolving
credit loans are available at interest rates based upon the lenders' alternate
base rate or a spread ranging from 0.325% to 0.875% (based on the Company's
debt coverage ratio) over LIBOR or on a competitive bid basis. Letters of
credit may be issued, subject to a $35,000 sublimit, on either a committed or
competitive bid basis and expire one year after issuance unless otherwise
provided. The New Revolving Credit Facility will terminate on the fifth
anniversary of the date of its execution.
The New Revolving Credit Facility contains certain restrictive covenants
regarding tangible net worth, earnings before interest, taxes, depreciation and
amortization to interest expense and leverage ratios, and capital expenditures,
among other restrictions.
3. INCOME TAXES:
Prior to the reorganization, consolidated amount of current and deferred tax
expense was allocated among the members of the Praxair group using the pro-rata
method, which assumed the Company's taxes would be filed as part of Praxair's
consolidated return. In conjunction with the Offering, the Company became a
stand alone entity and, therefore, subsequent to March 26, 1997 the
consolidated amount of current and deferred tax expense will be calculated
using a separate return approach. The separate return approach is not expected
to result in significant adjustments to the tax accounts.
7
<PAGE> 8
The Company had a net deferred tax asset in the United States of $33,902 and
$27,544 at March 31, 1997 and December 31, 1996, respectively. The increase
in the deferred tax assets is a result of the tax benefit associated with the
CBI Management Plan (Note 4). The deferred tax assets at March 31, 1997 and
December 31, 1996 were reduced by a valuation allowance of $27,155.
4. THE MANAGEMENT PLAN:
The Company established the Chicago Bridge & Iron Management Defined
Contribution Plan (the "Management Plan") in early 1997. The Management Plan
is not qualified under Section 401(a) of the Internal Revenue Code ("the Code")
and each participant's account shall be treated as a separate account under
Section 404(a) (5) of the Code. The number of initial participants is
seventy-one. The designation of the Management Plan's participants, the amount
of Company contributions to the Management Plan and the amount allocated to the
individual participants were determined by the Company's Management Board. The
allocation to the participant's individual accounts occurs concurrently with
the Company's contributions. Management Plan shares will vest as determined by
the vesting provisions of the plan. Upon vesting, the distribution of the
balance held in the individual participant's account can be distributed at the
election of the participant. Forfeitures of Management Plan shares under the
provisions of the Management Plan will be reallocated to the other Management
Plan participants.
Upon consummation of the Offering, the Company made a contribution to the
Management Plan in the form of 925,670 Common Shares having a value of $16,662.
Accordingly, the Company recorded expense of $16,662 in the three months ended
March 31, 1997.
5. STOCK OPTIONS:
In conjunction with the Offering, the Company reserved 1,251,755 Common Shares
for issuance under the long-term incentive compensation plan (the "Incentive
Plan") adopted by the Company's Delaware subsidiary, Chicago Bridge & Iron
Company ("Bridge"). In conjunction with the Offering, Bridge granted 513,348
options to purchase Common Shares (the "Options") at an exercise price equal
to the initial offering price of $18.00 per common share. The Options are
exercisable after April 2, 2000 at the earliest subject to achievement of a
cumulative earnings per share for the three year period from 1997 through 1999
of at least $6.25 per Common Share (excluding the $16,662 Management Plan
charge discussed in Note 4 above), or if not achieved, on any succeeding April
2 if such goal, compounded an additional 15% per year, is achieved as of the
end of the fiscal year then ended preceding such April 2 date, and if never so
achieved, then automatically after nine years from their date of grant. The
Incentive Plan has a life of five years for the purpose of making grants or
awards. There are 738,407 options to purchase Common Shares available for
future grant.
To value the Options, the Company applied the intrinsic value approach under
Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued
to Employees." The Company has adopted the disclosure-only provisions of
Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
Stock Based Compensation." Accordingly, no compensation expense has been
recognized for the stock option plans.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and accompanying notes.
RESULTS OF OPERATIONS
Revenues for the quarter ended March 31, 1997 increased by $10.7 million, or
7.6%, to $150.4 million from $139.7 million in the first quarter of 1996. The
higher revenues are due to increased execution of work in South America, Asia
and the Middle East. In North America, revenues were down slightly. However,
significant progress towards field completion was achieved on several liquefied
natural gas peak shaving facilities and other major contracts for a waste water
project and a government research facility.
Backlog at March 31, 1997 increased by $49.1 million to $534.8 million compared
to a backlog of $485.7 million at December 31, 1996 and was slightly higher
than at March 31, 1996. New business taken during the quarter remained strong
and amounted to $205.5 million, increasing slightly over $204.1 million taken
in the same period of the prior year. Approximately 60% of the new business
taken during the quarter was for contracts outside of North America.
The Company is experiencing increased competition for available work in North
America and increased pressure from North American-based competitors seeking
work in Central and South America.
As a result of the near-record backlog, the Company anticipates revenues to
continue to increase over the next several quarters. The rate of revenue
growth for 1997 is dependent on the amount and timing of new business taken
during 1997 which will be executed during the current year.
Gross Profit increased by $.6 million to $16.3 million during the first quarter
of 1997 while gross margin as a percentage of revenues was 10.9% as compared to
11.3% in the prior year quarter. Gross profit increased due to higher revenues
and the net effect approximately $1.2 million of cost reduction efforts
initiated in 1996. The gross margin percentage decreased due to a shift in the
contract mix, including the completion in 1996 of a higher margin contract in
Asia. As part of ongoing operations, the Company regularly settles contract
extras and claims and evaluates estimated costs to complete open contracts.
The net effect of such settlements and changes in estimated costs to complete
was not material for the quarter.
Selling and administrative expenses increased $11.2 million or 7.5 percent of
revenues from $10.2 million or 7.3 percent of revenues in the same quarter in
1996. The increase in selling and administrative expense is a result of
increased administrative expenses required as an independent company and the
transitional effect of reduced employee benefit costs during 1996 due to the
termination of CBI Industries, Inc. ("Industries") benefit plans.
In connection with the Company's initial public offering, the Company recorded
a one-time, non-cash special charge of $16.7 million ($10.1 million net of tax)
resulting from the contribution of Company stock to the special long-term
management incentive plan. The objective of this plan is to align executive
compensation with shareholder value.
9
<PAGE> 10
Other operating income includes a $1.0 million gain from the sale of assets,
primarily from the sale of the Cordova, Alabama manufacturing facility,
substantially offset by $0.8 million increase in litigation reserves.
The Company incurred a loss from operations of $11.3 million for the quarter
compared to income from operations of $5.6 million in the prior year quarter.
The loss is attributable to the special charge described previously. Excluding
the one-time, non-cash special charge, income from operations would have been
$5.3 million for the quarter.
Interest expense increased $.3 million, to $1.3 million due to higher average
debt outstanding under the Company's credit lines. Other income, which
consists primarily of interest earned on cash balances at foreign subsidiaries,
increased due to higher average balances in the first quarter of 1997.
Income tax expense decreased $6.6 million to a net tax benefit of $5.3 million
compared to income tax expense of $1.3 million in the prior year quarter. The
decrease is attributable to the decrease in the taxable income as a result of
the special one-time, non-cash charge.
Net loss for the quarter ended March 31, 1997 was $7.0 million or $.56 per
share. Excluding the special charge, net income would have been $3.1 million,
or $.25 per share compared to net income of $2.4 million in the prior year
quarter. Giving effect to the Offering and the Reorganization as if each had
occurred at the first day of the prior year quarter, net income per share for
the quarter ended March 31, 1996 would have been $0.19 per share.
FINANCIAL CONDITION
For the quarter ended March 31, 1997, the Company generated cash from
operations of $4.5 million. Cash generated was primarily the result of
increased net income excluding the one-time, non-cash special charge reduced by
working capital requirements. The increase working capital was due to cash
requirements of contracts in progress partially offset by decreases in accounts
receivable during such period. In the prior year quarter, the Company
generated cash from earnings, increased tax liabilities and the reduction of
other assets.
Capital expenditures for the quarter ended March 31, 1997 were $11.2 million.
Such capital expenditures were used primarily for field equipment,
modifications to the Company's North American Houston facility, and information
technology and systems development. During the quarter, the Company realized
$5.4 million in proceeds for the sale of assets, primarily from the sale of the
Cordova, Alabama manufacturing facility.
The Company was a subsidiary of Industries when Industries was acquired by
Praxair during the first quarter of 1996. On December 19, 1996, Industries
merged into Praxair. As a subsidiary of both Industries and Praxair, the
Company has participated in corporate cash management systems. Liquidity
required for or generated from the business was handled through this system.
As part of the Praxair acquisition, $55 million of acquisition related
indebtedness was assumed by the Company. Since then, Praxair has advanced
additional funds to the Company to fund its working capital and capital
expenditure requirements. As of March 31, 1997, the aggregate amount of such
indebtedness outstanding to Praxair was $66 million. Such indebtedness bears
interest at a
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rate of 7% per annum. The Company has entered into a revolving credit facility
with a syndicate of banks which has a maximum availability of $100 million for
three years, to be reduced to $50 million for two years thereafter (including
up to $35 million for letters of credit). In April, 1997, the Company used a
portion of the credit availability of such facility to refinance its long-term
debt to Praxair.
Furthermore, in the ordinary course of business, the Company obtains
performance bonds and letters of credit from insurance companies and banks,
which support the Company's performance obligations under contracts to
customers. As of March 31, 1997, there were no material changes to these
obligations compared to the amount at December 31, 1996.
Management anticipates that by utilizing cash generated from operations and
funds provided under the New Revolving Credit Facility, the Company will be
able to meet its working capital and capital expenditure needs.
Management's discussion and analysis of the Company's financial condition and
results of operations contain forward-looking statements that involve a number
of risks and uncertainties. Actual events or results may differ materially
from the Company's expectations. These forward-looking statements represent
the Company's judgment as of the date of this report.
The information contained herein includes certain forward-looking statements,
including revenue growth and funding of working capital and capital expenditure
needs, that involve a number of risks and uncertainties. Actual events or
results may differ materially from the Company's expectations. In addition to
matters described herein, operating risks, risks associated with fixed price
contracts, fluctuating revenues and cash flow and competitive pressures, as
well as risk factors listed from time to time in the company's SEC reports
(including, but not limited to its Registration Statement on Form S-1
(No.333-18065), as amended) may affect the actual results achieved by the
Company.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 1.Legal Proceedings
There have been no material developments in the legal proceedings described in
the Company's Registration Statement on Form S-1 (No. 333-18065), as amended.
Item 4.Submission of Matters to a Vote of Security Holders
(a) A General Meeting of Shareholders of Chicago Bridge & Iron Company was
held on March 26, 1997. The matters voted upon at the Meeting and
adopted unanimously are described below.
(i) The election of the following persons to serve as supervisory
directors:
Gerald M. Glenn
J. Dennis Bonney
Jerry H. Ballengee
J. Charles Jennett
Vincent L. Kontny
Gary L. Neale
L. Donald Simpson
Marsha C. Williams
(ii) The election of Chicago Bridge & Iron Company B.V. to serve as
the managing director.
(iii) The acceptance of the resignation of the following persons as
managing directors;
Robert F. X. Fusaro
James S. Sawyer
Gerald M. Glenn
(iv) The appointment of the supervisory board as the body authorized
to issue all unissued shares of the authorized capital of the
Company and to grant rights to subscribe for such shares for a
period of five years.
(v) The appointment of the supervisory board as the body authorized
to limit or exclude the pre-emptive rights of shareholders in
connection with an issuance of shares or a granting of rights to
subscribe for shares in the capital of the Company for a period
of five years.
(vi) The authorization of the management board to purchase shares of
the Company's capital for a period of eighteen months.
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<PAGE> 13
(vii) The authorization to issue 925,670 shares in the capital of the
Company to the trustee under the Management Defined Contribution
Plan at the expense of the reserves of the Company.
(viii) The authorization to grant rights to acquire shares in the capital
of the Company under the Incentive Plan.
(ix) The approval of the initial public offering of the Company and
the listing of the shares of the Company on the New York Stock
Exchange and the Amsterdam Stock Exchange.
(x) The adoption of the annual accounts of the Company for the
financial year 1996.
(xi) The appointment of Arthur Andersen as auditors of the Company
for the account year 1997.
Item 6. Exhibits and reports on Form 8-K
(b) Reports on Form 8-K
The Company did not file a current report on Form 8-K during the
three months ended March 31, 1997.
13
<PAGE> 14
Pursuant to the requirements of the Securities change Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chicago Bridge & Iron Company N.V.
By: Chicago Bridge & Iron Company B. V.
Its: Managing Director
By:/s/ Timothy J. Wiggins
----------------------------------------
Timothy J. Wiggins
Its: Managing Director and chief financial officer
Date May 13, 1997
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF MARCH 31, 1997 AND THE INCOME STATEMENT FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 22,839
<SECURITIES> 0
<RECEIVABLES> 93,191
<ALLOWANCES> 2,900
<INVENTORY> 1,925
<CURRENT-ASSETS> 220,163
<PP&E> 134,534
<DEPRECIATION> (19,562)
<TOTAL-ASSETS> 371,429
<CURRENT-LIABILITIES> 123,555
<BONDS> 0
0
0
<COMMON> 74
<OTHER-SE> 98,404
<TOTAL-LIABILITY-AND-EQUITY> 371,429
<SALES> 0
<TOTAL-REVENUES> 150,396
<CGS> 0
<TOTAL-COSTS> 134,050
<OTHER-EXPENSES> (191)
<LOSS-PROVISION> (147)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,273)
<INCOME-TAX> (5,361)
<INCOME-CONTINUING> (6,975)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,975)
<EPS-PRIMARY> (0.56)
<EPS-DILUTED> (0.56)
</TABLE>