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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 June 30, 2000
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: Not Applicable
Polarisavenue 31
2132 JH Hoofddorp
The Netherlands
31-23-568-5660
(Address and telephone number of principal executive offices)
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
June 30, 2000 - 9,201,782
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page
Consolidated Financial Statements
Statements of Income
Three and Six Months Ended June 30, 2000 and 1999 3
Balance Sheets
June 30, 2000 and December 31, 1999 4
Statements of Cash Flows
Six Months Ended June 30, 2000 and 1999 5
Notes to Consolidated Financial Statements 6 - 10
Management's Discussion and Analysis of
Results of Operations and Financial Condition 11 - 13
PART II. OTHER INFORMATION 14
SIGNATURE PAGE 15
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues $157,582 $181,202 $313,081 $351,883
Cost of revenues 142,680 162,329 282,580 315,008
------------- ------------- ------------- -------------
Gross profit 14,902 18,873 30,501 36,875
Selling and administrative expenses 11,739 11,927 23,076 23,870
Other operating income, net (1,436) (505) (2,069) (1,051)
------------- ------------- ------------- -------------
Income from operations 4,599 7,451 9,494 14,056
Interest expense (1,466) (774) (2,437) (1,330)
Interest income 170 195 265 463
------------- ------------- ------------- -------------
Income before taxes and minority interest 3,303 6,872 7,322 13,189
Income tax expense (925) (2,062) (2,050) (3,957)
------------- ------------- ------------- -------------
Income before minority interest 2,378 4,810 5,272 9,232
Minority interest in (income) loss (425) (444) (867) (640)
------------- ------------- ------------- -------------
Net income $1,953 $4,366 $4,405 $8,592
============= ============= ============= =============
Net income per share
Basic $ 0.21 $ 0.39 $ 0.47 $ 0.76
Diluted $ 0.21 $ 0.38 $ 0.46 $ 0.75
Weighted average shares outstanding
Basic 9,198 11,296 9,363 11,329
Diluted 9,447 11,409 9,630 11,445
Dividends on shares
Amount $552 $677 $1,109 $1,354
Per share $ 0.06 $ 0.06 $ 0.12 $ 0.12
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
</TABLE>
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
ASSETS 2000 1999
<S> <C> <C>
Current assets
Cash and cash equivalents $7,789 $18,407
Accounts receivable, net of allowance for doubtful
accounts of $952 in 2000 and $1,054 in 1999 97,319 93,811
Contracts in progress with earned revenues
exceeding related progress billings 43,619 48,486
Other current assets 9,531 7,359
--------------- --------------
Total current assets 158,258 168,063
--------------- --------------
Property and equipment 105,085 104,600
Goodwill 20,873 18,010
Long-term receivable, net 28,318 28,739
Other non-current assets 21,058 17,913
--------------- --------------
Total assets $333,592 $337,325
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable $1,039 $665
Accounts payable 46,216 44,517
Accrued liabilities 35,722 42,259
Contracts in progress with progress billings
exceeding related earned revenues 43,340 53,314
Income taxes payable 3,216 4,942
--------------- --------------
Total current liabilities 129,533 145,697
--------------- --------------
Long-term debt 54,400 25,000
Other non-current liabilities 55,045 57,367
Minority interest in subsidiaries 5,725 4,851
--------------- --------------
Total liabilities 244,703 232,915
--------------- --------------
Shareholders' equity
Common stock, NLG .01 par value;
authorized: 35,000,000 in 2000 and 1999;
issued: 9,296,197 in 2000 and 11,295,687 in 1999;
outstanding: 9,201,782 in 2000 and 10,272,982 in 1999 55 67
Additional paid-in capital 63,615 93,393
Retained earnings 47,917 44,621
Stock held in Trust (Note 6) (12,735) (12,700)
Treasury stock, at cost: 94,415 in 2000 and 1,022,705 in 1999 (1,555) (13,729)
Cumulative translation adjustment (8,408) (7,242)
--------------- --------------
Total shareholders' equity 88,889 104,410
--------------- --------------
--------------- --------------
Total liabilities and shareholders' equity $333,592 $337,325
=============== ==============
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
</TABLE>
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED JUNE 30,
2000 1999
<S> <C> <C>
Cash flows from operating activities
Net income $4,405 $8,592
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation and amortization 8,818 8,811
(Decrease) in deferred income taxes (361) (928)
Gain on sale of property and equipment (2,069) (1,051)
Change in operating assets and liabilities (see below) (17,239) (23,657)
-------------- ------------
Net cash provided by operating activities (6,446) (8,233)
-------------- ------------
Cash flows from investing activities
Cost of business acquisition, net of cash acquired (Note 2) (11,489) -
Capital expenditures (7,103) (6,496)
Proceeds from sale of property and equipment 3,770 1,637
-------------- ------------
Net cash used in investing activities (14,822) (4,859)
-------------- ------------
Cash flows from financing activities
Increase/(decrease) in notes payable 359 (1,941)
Net borrowing under Revolving Credit Facility 29,400 21,000
Purchase of treasury stock (18,559) (3,138)
Issuance of treasury stock 559 1,279
Dividends paid (1,109) (1,354)
-------------- ------------
Net cash used in financing activities 10,650 15,846
-------------- ------------
(Decrease)/increase in cash and cash equivalents (10,618) 2,754
Cash and cash equivalents, beginning of the year 18,407 5,636
-------------- ------------
Cash and cash equivalents, end of the period $7,789 $8,390
============== ============
Change in operating assets and liabilities
Decrease in receivables, net $2,136 $7,806
(Increase) in contracts in progress, net (5,571) (21,854)
Increase/(decrease) in accounts payable 304 (3,914)
-------------- ------------
Change in contract capital (3,131) (17,962)
(Increase)/decrease in other current assets (1,655) 459
(Decrease) in income taxes payable (1,726) (2,651)
(Decrease) in accrued and other non-current liabilities (9,299) (6,169)
(Increase)/decrease in other (1,428) 2,666
-------------- ------------
Total $(17,239) $(23,657)
============== ============
The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements.
</TABLE>
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CHICAGO BRIDGE & IRON COMPANY N.V. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(in thousands, except per share data)
1. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - 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 consolidated financial statements and notes thereto
included in the 1999 Annual Report on Form 10-K of the Company.
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.
Forward Contracts - Although the Company does not engage in currency
speculation, it periodically uses forward contracts to hedge currency
transactions. Gains or losses on forward contracts are included in income. At
June 30, 2000, the Company had $3,788 of outstanding foreign currency exchange
contracts to buy Euros, $2,144 of outstanding foreign currency exchange
contracts to sell Dutch guilders, $2,037 of outstanding foreign currency
exchange contracts to buy Canadian dollars, $225 of outstanding foreign currency
exchange contracts to buy British pounds and $224 of outstanding foreign
exchange contracts to buy Spanish pesetas. These forward contracts hedged
intercompany loans utilized to finance non-U.S. subsidiaries and matured within
20 days after quarter end. The fair value of these forward contracts
approximated their carrying value in the financial statements at June 30, 2000.
The counterparties to the Company's forward contracts are major financial
institutions, which the Company continually evaluates as to their
creditworthiness. The Company has never experienced, nor does it anticipate,
nonperformance by any of its counterparties.
New Accounting Standards - In June 1998, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 133, "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as
amended by SFAS 137, is effective for fiscal years beginning after June 15,
2000. SFAS 133 requires all derivative instruments be recorded on the balance
sheet at their fair value and that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting criteria are
met. The Company has not yet determined the impact that the adoption of SFAS 133
will have on its earnings or statement of financial position. However, the
Company anticipates that, due to its limited use of
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derivative instruments, the adoption of SFAS 133 will not have a significant
effect on its results of operations or its financial position.
Reclassification of Prior Year Balances - Certain prior year balances have been
reclassified to conform with current year presentation.
2. ACQUISITIONS
On May 17, 2000, the Company purchased the assets and assumed certain
liabilities of Pacific Pure Water Asia Pte Ltd. ("Pacific Pure") for $2.2
million. Pacific Pure provides ultra pure systems for customers in the
microelectronics, pharmaceutical and biotechnology industries. The purchase
price has been allocated to assets acquired and liabilities assumed based on
estimated fair values at the date of acquisition and the balance of $1.8 million
was recorded as goodwill.
On January 28, 2000, the Company purchased the assets and assumed certain
liabilities of the business now known as CB&I Trusco Tank ("Trusco") for $9.3
million. Trusco designs, fabricates and erects steel structures, including
storage and shop-built tanks, and services municipal and industrial customers
primarily in the water, wastewater and petroleum markets on the U.S. West Coast.
The purchase price has been allocated to assets acquired and liabilities assumed
based on estimated fair values at the date of acquisition and the balance of
$1.4 million was recorded as goodwill.
These acquisitions were accounted for under the purchase method of accounting.
Goodwill is amortized on a straight-line basis over periods ranging from 7 to 40
years. The fair values of assets acquired and assumed liabilities are subject to
final adjustment. Pro forma presentation of financial information has not been
presented as these acquisitions were not significant.
3. NOTES PAYABLE AND LONG-TERM DEBT
The weighted average interest rate on $1,039 of notes payable was 8.77% at June
30, 2000.
The weighted average interest rate on $54,400 of borrowings under the Company's
Revolving Credit Facility was 7.42% at June 30, 2000.
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4. COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net income $1,953 $ 4,366 $4,405 $ 8,592
Other comprehensive income, net of tax:
Cumulative translation adjustment (222) 1,144 (1,166) 1,050
------ ------- ------ -------
Comprehensive income $1,731 $ 5,510 $3,239 $ 9,642
====== ======= ====== =======
5. PER SHARE COMPUTATIONS
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
Net income $1,953 $ 4,366 $4,405 $ 8,592
====== ======= ====== =======
Weighted average shares outstanding - Basic 9,198 11,296 9,363 11,329
Effect of restricted stock units 181 105 184 104
Effect of stock options 55 1 60 1
Effect of directors deferred fee shares 13 7 12 6
Effect of performance share units - - 11 5
------ ------- ------ -------
Weighted average shares outstanding - Diluted 9,447 11,409 9,630 11,445
====== ======= ====== =======
Net income per share - Basic $ 0.21 $ 0.39 $ 0.47 $ 0.76
====== ======= ====== =======
Net income per share - Diluted $ 0.21 $ 0.38 $ 0.46 $ 0.75
====== ======= ====== =======
</TABLE>
6. STOCK HELD IN TRUST
The restricted stock units transferred to this Trust in September 1999 were
adjusted to 707,495 units during January. The increase of 1,935 units resulted
from forfeitures under the Management Plan.
7. COMMON STOCK
On May 8, 2000, 869,922 shares of Common Stock owned by the Company were
cancelled. The cost of the shares cancelled was $13,852.
On January 11, 2000, 1,129,568 shares of Common Stock owned by the Company were
cancelled. The cost of the shares cancelled was $15,313.
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8. SEGMENT INFORMATION
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
New Business Taken
North America $135,196 $ 68,605 $239,393 $156,167
Europe, Africa & Middle East 6,330 99,492 46,518 153,935
Asia Pacific 15,123 17,203 29,126 48,964
Central & South America 9,479 16,744 62,017 36,361
-------- -------- -------- --------
Total $166,128 $202,044 $377,054 $395,427
======== ======== ======== ========
Revenues
North America $ 73,792 $ 82,443 $148,032 $155,091
Europe, Africa & Middle East 50,613 34,237 93,823 75,514
Asia Pacific 16,038 22,109 32,205 42,492
Central & South America 17,139 42,413 39,021 78,786
-------- -------- -------- --------
Total $157,582 $181,202 $313,081 $351,883
======== ======== ======== ========
Income (Loss) From Operations
North America $ 1,933 $ 2,352 $ 3,754 $ 4,297
Europe, Africa & Middle East 1,593 819 3,765 3,669
Asia Pacific 277 806 (659) 1,263
Central & South America 796 3,474 2,634 4,827
-------- -------- -------- --------
Total $ 4,599 $ 7,451 $ 9,494 $ 14,056
======== ======== ======== ========
</TABLE>
9. SUBSEQUENT EVENTS
Acquisition - On July 30, 2000, the Company signed a definitive agreement to
acquire Howe-Baker International, Inc. in a transaction valued at approximately
$145 million, excluding the value of future earnout obligations assumed under
the agreement. Howe-Baker is a leading U.S.-based engineering and construction
firm specializing in the design and construction of hydrocarbon processing
plants for customers in the refining, petrochemical and natural gas processing
industries. The Company expects to account for the acquisition under the
purchase method of accounting. Completion of the transaction, expected during
the fourth quarter of this year, is subject to shareholder and regulatory
approval.
Under the terms of the transaction, CB&I will pay $28 million in cash, assume
$5.7 million in debt and issue 8.1 million shares of common stock which will be
conveyed to the seller, WEDGE Group Incorporated, a private investment firm that
owns 100% of Howe-Baker International. WEDGE, in a simultaneous transaction, has
agreed to sell 4.3 million shares of CB&I common stock to First Reserve
Corporation at a price of $16.25 per share. Consummation
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of the First Reserve transaction is not a condition to consummation of the WEDGE
transaction. First Reserve is a private equity fund manager specializing in the
energy industry with over $1.7 billion under management.
Upon completion of the contemplated transactions, WEDGE, which already owns
400,000 shares of CB&I stock, will hold 24% of CB&I's outstanding shares, and
First Reserve will hold 24.5%. WEDGE and First Reserve have agreed to a
shareholder agreement with CB&I covering board representation, standstill
provisions, voting restrictions and transfer restrictions. WEDGE and First
Reserve will each nominate two candidates for election to CB&I's Supervisory
Board, which will expand from eight to 12 members. A special meeting of CB&I
shareholders will be held to seek approval of the various elements of the
transaction.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The following discussion and analysis should be read in conjunction with the
consolidated financial statements and accompanying notes.
RESULTS OF OPERATIONS
For the three months ended June 30, 2000, the Company reported new business
taken of $166 million compared with $202 million in the year-earlier period. New
contract awards in North America dominated the quarter's new business and
included process vessels and tankage for a large wastewater treatment project,
two projects for the electric power industry and a significant number of
elevated tank projects for the water services market. Some of the Company's
customers have delayed new project awards and there continues to be a severe
shortage of attractive opportunities in the Company's core business. For the six
months ended June 30, 2000, new business taken was $377 million compared with
$395 million in the first half of 1999. Backlog at June 30, 2000 increased to
$556 million, compared with a $511 million backlog at year-end 1999.
Revenues for the second quarter of 2000 were $157.6 million compared with $181.2
million in the second quarter of 1999. The decline was due to slower than
expected release of existing large projects and the lower level of new business.
Revenues for the first six months of 2000 were $313.1 million compared with
$351.9 million for the first half of 1999. The Company's revenues fluctuate
based on the changing project mix and are dependent on the level and timing of
customer releases of new business, and on other matters such as project
schedules.
Gross profit for the three months ended June 30, 2000 was $14.9 million, or 9.5%
of revenues, compared with $18.9 million, or 10.4% of revenues, in the prior
year quarter. The decline was due to lower volume, severance costs to adjust
manpower and the impact of new business start-up costs. Gross profit for the
first half of 2000 was $30.5 million, or 9.7% of revenues, compared with $36.9
million, or 10.5% of revenues, for the first six months of 1999.
Income from operations for the second quarter of 2000 was $4.6 million compared
with operating income of $7.5 million for the second quarter of 1999.
Contributing to the decline was lower volume in the Company's U.S. merit shop
operation and in the Central and South America region. Second quarter earnings
were also affected by a gain on the sale of assets of $1.4 million; severance
costs totaling $0.7 million; and by the Company's continued investment in the
start-up of its high-purity piping business, which had a $1.8 million negative
impact during the quarter. Income from operations for the first six months of
2000 was $9.5 million compared with $14.1 million in the first half of 1999.
Net income for the three months ended June 30, 2000 was $2.0 million or $0.21
per diluted share, compared with net income of $4.4 million or $0.38 per diluted
share for the same period in 1999. Net income for the first six months of 2000
was $4.4 million or $0.46 per diluted share, compared with net income of $8.6
million or $0.75 per diluted share for the first half of 1999.
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Due to delays in the full release of some existing major projects and a slower
than expected upturn in the Company's core business, CB&I has revised its
outlook for revenues and earnings per share for the year. The Company now
expects revenues for the full year 2000 to be in the low- to mid-$600 million
range. Full-year EPS is expected to be between $0.90 to $1.00 per share. This
outlook does not include the pending acquisition of Howe-Baker International,
Inc. (Note 9). This transaction is expected to close in the fourth quarter and
will not have a significant impact on full-year 2000 EPS.
FINANCIAL CONDITION
Cash and cash equivalents at the end of the second quarter were $7.8 million
compared to $18.4 million at the end of 1999. Total debt stood at $55.4 million
at the end of the period, compared with $57.7 million at the end of the first
quarter 2000 and $25.7 million at the end of 1999. The net increase in debt
levels, during the six months ended June 30, 2000, reflects the cost of the
Company's business acquisitions of $11.5 million and the purchase of 1.2 million
shares of CB&I stock for $18.6 million. Capital expenditures were $4.7 million
during the quarter, bringing the year-to-date total to $7.1 million. During the
three months ended June 30, 2000, the Company generated cash from operations of
$9.0 million, resulting in cash used from operations of $6.4 million for the
first half of 2000.
The acquisition of Howe-Baker will require the Company to modify or replace its
existing Revolving Credit Facility to meet its financing requirements. The
Company does not anticipate any difficulties in securing the needed
modifications or replacement of this Revolving Credit Facility. The Company
continues to implement its strategy to create step-change growth in sustainable
revenues and to target and pursue additional acquisition prospects, both large
and small, that will help to meet its strategic initiatives. The financing of
these transactions may come from cash, the issuance of securities or additional
borrowing arrangements.
As previously reported, the Company continues to be impacted by the Tuban
Project, a $2.5 billion petrochemical project in Tuban, West Java, Indonesia,
where work remains suspended. At June 30, 2000, the Company's backlog related to
this project was approximately $50 million. Similar to other major contractors
involved in the project, the Company has received approval to redeploy certain
material purchased for this project in order to reduce its costs. While the
Company believes the Tuban Project remains viable, the $28.3 million outstanding
net receivable has been recorded as a non-current asset in recognition of the
continued suspension of this project. While the Company is hopeful that work on
the Tuban Project will ultimately resume, the Company has no indication that it
will restart in the near term. No assurances can be given that this will happen,
or even though the project resumes, that it will not have an adverse impact on
the Company.
Management anticipates that by utilizing cash generated from operations and
funds provided under the Revolving Credit Facility or its replacement, the
Company will be able to meet its working capital and capital expenditure needs
for at least the next 24 months.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company seeks to minimize the risks from currency exchange rate fluctuations
through regular operating and financing activities and, when deemed appropriate,
through its limited use of currency forward contracts. The Company's exposure to
changes in currency exchange rates arises from receivables, payables and firm
commitments from international transactions, as well as intercompany loans used
to finance non-U.S. subsidiaries. The Company does not use financial instruments
for trading or speculative purposes.
FORWARD LOOKING STATEMENTS
This discussion and analysis contains certain forward-looking statements 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, the uncertain timing of awards and contracts, project cancellation
risks, operating risks, risks associated with fixed price contracts, risks
associated with percentage of completion accounting, fluctuating revenues and
cash flow, dependence on the petroleum and petrochemical industries, competitive
conditions, the Tuban Project, no assurance that there will be a successful
closing and integration of the acquisition of Howe-Baker International, Inc.,
and no assurance that the Company will be successful in modifying or replacing
its existing Revolving Credit Facility to meet its financing requirements, as
well as risk factors detailed from time to time in the Company's filings with
the Securities and Exchange Commission (including, but not limited to its
Registration Statement on Form S-1 [File No.333-18065], as amended), may affect
the actual results achieved by the Company. The Company does not undertake to
update any forward-looking statement contained herein or that may be made from
time to time by or on behalf of the Company.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in the legal proceedings as described
in Note 7 of the Notes to Consolidated Financial Statements submitted with the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file a current report on Form 8-K during the
six months ended June 30, 2000.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Chicago Bridge & Iron Company N.V.
/s/ Timothy J. Wiggins
---------------------------------------
By: Chicago Bridge & Iron Company B.V.
Its: Managing Director
Timothy J. Wiggins
Managing Director
(Principal Financial Officer)
Date: August 9, 2000
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