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Good morning and welcome to the Chart Industries, Inc. 2023 First Quarter Results Conference Call. All lines have been placed on mute to prevent background noise. After the speaker’s remarks there will be a question-and-answer session. The company’s release and supplemental presentation was issued earlier this morning. If you have not received the release, you may access it by visiting Chart's website at www.Chartindustries.com. A telephone replay of today's broadcast will be available following the conclusion of the call until Friday, May 5, 2023. The replay information is contained in the company's press release. Before we begin, the company would like to remind you that statements made during this call that are not historical, in fact, are forward-looking statements. Please refer to the information regarding forward-looking statements and risk factors included in the company's earnings release and latest filings with the SEC. The company undertakes no obligation to update publicly or revise any forward-looking statement. I would now like to turn the conference over to Jill Evanko, Chart Industry's CEO. Please go ahead.

Thank you and good morning. Thanks everybody for joining us this morning. With me today is Joe Brinkman, our CFO. We will share our strong first quarter 2023 results as well as the ahead of schedule cost and commercial synergy progress that we have made following our completion of the Howden acquisition on March 17th. There are two important data points related to the presentation we released this morning. First, all results discussed relate to continuing operations and the only discontinued operations in the quarter are related to the March 2023 settlement for the Pacific Fertility Clinic litigation matter related to our 2020 divestiture of our CryoBio business. Second, unless otherwise noted, the first quarter of 2023 results are full charge stand-alone for the quarter, plus Howden's Q1 results from our stub ownership period, which was March 17th to March 31, 2023. Starting on Slide 4, we have over the past six months executed each step of our plan as laid out either on schedule or ahead of schedule. We will continually reiterate that mantra of executing on time or early to our target, including our 2023 increased guidance and our activities related to debt pay downs. Slide 6 shows the strength in our first quarter 2023 financial results, starting with record backlog of $3.9 billion for the combined company as well as record backlog at both Chart and Howden on a stand-alone basis. This was supported by Q1, broad-based order demand totaling $747.7 million with Howden contributing $121 million of orders in their two-week stub period. We'll go into more detailed order information throughout the presentation. First quarter 2023 sales were a record $537.9 million. The Howden stub period contribution to Q1 sales was approximately $110 million. Note that for timing reasons, the stub revenue is not indicative of anticipated results for any given two-week period. Sales for three of our four segments, inclusive of the Howden two-week ownership period grew more than 18% when compared to the first quarter of 2022. Repair, service and leasing grew 144% in that time frame. And Chart stand-alone first quarter 2023 RSL grew 11.2% compared to Q1 2022. Including our Howden's ownership period, first quarter 2023 also had record sales in RSL, HTS and specialty. Both RSL and HTS had record sales on a Chart stand-alone basis. Hydrogen sales increased 12.2% in Q1 compared to Q1 2022 with Howden’s stand-alone full first quarter 2023 hydrogen sales in both new build and aftermarket growing over 10% each compared to Howden stand-alone first quarter 2022. Howden had record trailing 12-month sales, which were an increase of 11% on a reported basis when compared to the first quarter 2022 LTM, and this would have been 19% growth if excluding the FX impact. We are also pleased with our first quarter 2023 margin performance in both the reported and adjusted metrics. Reported gross profit as a percent of sales of 28.2% increased 460 basis points compared to Q1 2022. When adjusted for onetime costs, gross margin as a percent of sales was 28.6%. This contributed to first quarter 2023 adjusted EBITDA margin of 19%, an increase of 350 basis points compared to Q1 2022. I'd also point out our adjusted free cash flow for the quarter of $16.1 million. And I'd reiterate the continuing operations element of that adjusted free cash flow, excluding the Pacific Fertility Clinic settlement. I already spoke about our record sales in Q1 and on Slide 7, you can see each segment's records for the first quarter. These records are for both Chart, stand-alone in the segment as well as with the combined Q1 results. We're particularly pleased with the RSL segment, which posted records both including and excluding Howden’s stub sales, gross profit and operating income as well as the margin for each of those metrics. And I'd be remiss not to point out that both HTS and RSL gross profit margin grew over 1,100 basis points compared to the first quarter of 2022. Slide 8 shows the incremental margin improvement in gross operating and EBITDA margin, both reported and adjusted. Note the lower left-hand box on Slide 8, which are items that are not added back or adjusted. If these had been not in the first quarter of 2023, our adjusted EBITDA would have been over 20%. Slide 9 shows a subset of new build first quarter 2023 orders. Our carbon capture orders were an all-time record with bookings for Earthly Lab CiCi Elm for biogas for $2.7 million facilitated via Howden's biogas experience and an air cooler order for a large direct air capture project for $2.8 million. We also see direct air capture as a commercial synergy ahead, in particular, incorporating Howden’s fan offering. Over the past year, we have seen an increase in railcar demand and Q1 was no exception with orders for over 40 cars. We continue to be bullish on all things LNG and in Q1, we booked a big LNG order from Bechtel for air cold heat exchangers, raised aluminum heat exchanger, and ethylene storage tanks for Sempra Infrastructure's Port Arthur big LNG project. We also received an order for $115 million from Wison Heavy Industry for small-scale LNG projects, all driven by our IPSMR technology and equipment including one for end customer ENI. First quarter 2023, small-scale and floating LNG orders totaled $139 million, which was a 263% increase for these types of orders compared to the first quarter of 2022. Howden posted multiple order wins in the nexus of clean end markets, including a meaningful sub-period wastewater treatment order for the first of 10 compressors with a new customer in Canada. Another example of a Howden order in the first quarter was for a food ingredient processing plant where two Howden turbo generators will replace two pressure reduction valves which replaces the purchase of power from the grid for the customer. Slide 10 shows the breadth of our RSL offering now with key first quarter accomplishments including Howden's execution of 2023 long-term service and framework agreements covering fans, compressors, steam turbines, and blowers. This brings a total number of active Howden LTSAs and framework agreements to 245, and this number is increasing each month. Howdens' full stand-alone first quarter 2023 aftermarket service and repair book-to-bill was 1.23. Over the past weeks, you've seen us announce expanded partnerships and agreements as shown on Slide 11. To date, since the close of the acquisition, we have expanded partnerships and added agreements with 23 different parties, of which we have already received orders from a subset of them. The potential here is significant in both the near and long term with each representing multiple millions of dollars of Chart and Howden combined content opportunity. We anticipate receiving new and additional orders before year-end 2023 from approximately 60% of these partners. Slides 12 and 13 point out examples of the macro tailwinds we continue to see across our end markets. Let me point out a couple of them, starting on row one on Slide 12. The U.S. Environmental Protection Agency proposed the first ever national standard to address PFAS contamination in drinking water. After the announcement, which was in Q1 we have been quoting much higher than typical volume as many public and private water utilities have multiple sites that they need to address. We won an award for a turnkey PFAS resin replacement and disposal for our treatment as a service and in New Jersey borough that decided to move forward now with the replacement so that they do not exceed the proposed EPA limit in their high-demand summer period. This week, we also received an order that is a retrofit to install our media for the removal of PFAS in another state. Row 3 discusses the April announcement from the G7, which I'd like to point out because it supports not only the continued development of natural gas and CCUS infrastructure but it also pushes for low-carbon hydrogen, renewable energy, and carbon mitigation, all activities that we are involved in. For Chart specific demand trends, turn to Slide 14. Our end markets are all trending positive for our solutions with a few specifics I'd like to point out. Row one increasing demand for site services, this is in particular, service and repair. And we're also having customers ask to use our field service capabilities to help them do repair work for their customers. In row four, which is hydrogen, we're commercially seeing all aspects of the value chain being built from production to storage and transport to end use. And all are showing up now in our order book, which is a little bit different than what you saw over the last three years where it was primarily focused on production and storage and transport. We're also now well positioned in gases and liquid hydrogen and expect to continue to see new regulation imposed regionally and globally, such as the concept of a pending European regulation to impose a maximum distance between renewable stations. All of this is positive for us. And while we could spend a lot of time on this page, the last thing I'll point out is on row eight, we have a large amount of demand in electrification and mine safety, and I'll talk about that in an upcoming slide. Now Brinkman will share more about our setup for a strong remainder of 2023.

Slide 15 has been shown a few times previously, so a quick reiteration here. Not only do Chart, Howden and the combined businesses have record backlogs as of March 31st, the backlogs are complementary to each other on revenue and shipments, supporting consistent double-digit growth through a cycle. The message on Slide 16 is that material input costs are either decreasing or at a minimum becoming more consistent as is availability. And therefore, we are comfortable that the current macro operating environment is stable, especially as compared to the last two years, and we are cautiously optimistic that it is improving. Note that these top inputs are similar for both Chart and Howden. We continue to hold pricing and take further action as needed. We have added a fourth category on Slide 17 for our broadened LTSAs via Howden. These LTSA contracts include labor, material, and transport increases for inflation throughout the period of the contract. We continue to be a leader in working with certifying bodies and have first certifications in many applications. These are a key differentiator, especially in markets where there are regional certifying bodies such as hydrogen and carbon capture. Howden adds additional certifications, including in the first quarter, as shown on Slide 18, successful ISO recertifications as well as renewal of the Aveda quality certification which is a prerequisite for service work in the U.K. on wastewater plants. Howden fits well within our existing external segment reporting structure as shown on Slide 20. And we will continue to report this way. Similar to Chart, when the same Howden product can be used in multiple end markets and applications, it will be categorized based on the application. For example, if a specialty compressor is used in a hydrogen application, it will be in specialty products. All aftermarket service and repair is included in the RSL segment, which is now estimated to be above 30% of our total revenue annually.

Slide 21 shows our segment results, including first quarter 2023, HTS and RSL reported gross margin as a percent of sales that, as I mentioned earlier, each increased by over 1,100 basis points when compared to the first quarter of 2022. These exceptional results were driven by more project work in HTS and additional field service work in RSL, as well as strong cryo lease gross profit in the quarter. We expect continued strength in the RSL results in Q2 as it will be our first full quarter with Howden's aftermarket service and repair in-house. Specialty Products reported gross margin was down year-over-year, with first quarter 2023 headwinds noted on the upper right-hand side of Slide 21. We anticipate sequentially improved gross margin in specialty in the second quarter and throughout the second half of 2023. The same expectation for sequential improvement applies to cryo tank solutions, which faced certain customer delays in the first quarter due to customer choice of design changes with us as well as the first quarter process to roll standard costs, which negatively impacted CTS by approximately $1.5 million. Slide 22 continues to show an increasing pipeline of opportunities in big, small and floating LNG projects. I would point you to the green box covering the three far right-hand columns on the table. These are the updates, starting with our Q4 2022 earnings call which we did in late Feb, moving to the far right column with the status as of today. Starting row two, we have an additional potential IPSMR international project opportunity that entered the pipeline. In row three, even with the big LNG order booked in the first quarter, we've seen an increase in the potential Chart content on commercial projects in our pipeline. A driver of this is the need for LNG export terminals to meet their customers' LNG product specifications in our nitrogen rejection units and heavy hydrocarbon removal systems addressed this need on both existing and new facilities. We're seeing our highest ever demand for NRU and HHC studies and design work for multiple customers. Row four of the table shows the increase in our commercial pipeline for small-scale projects and shows an increase even net of the booking of the Wison’s Heavy Industries order in the first quarter. Slide 23 shows our hydrogen carbon capture opportunities and how this commercial pipeline continues to dramatically grow in short periods of time. Orders increased more than 60% for hydrogen-related applications in the first quarter of 2023 when compared to Q1 2022. And as I mentioned earlier, Q1 2023 carbon capture orders were a record. Plenty to point out on this slide, with over 1,000 potential customers for hydrogen and now nearly 700 in carbon capture. The dollar amount of the pipeline nearly doubled in the past three months both from the addition of Howden into our offerings as well as from larger project sizes in industrial CCUS. Lastly, on this slide, looking at row two, the number of hydrogen liquefier project opportunities has grown over 100% this quarter, and we're pleased that Chart customers with existing backlog have already given scope to Howden. Greater than 90% of the 55 liquefaction projects in the pipeline have an opportunity for both Chart and Howden content. First quarter 2023 food and beverage and CCUS orders increased approximately 31% and 37% when compared to Q1 2022 and Q4 2022, as shown on Slide 24. Earthly Labs is in very high demand globally as the CO2 shortage persists and sustainability initiatives become more predominant with one example of this being one of my favorite customers, OPUS-1, who recently implemented an Earthly Labs CC unit. Both Howden and Chart had strong first quarter orders in industrial scale carbon capture applications and on Slide 25, you can see a few of those wins. Our customer Orsted placed an order for engineering work on a 1,200 ton per day large-scale carbon capture plant to be built on a biomass facility and Howden booked the carbon capture equipment order for a project operating in Western Canada for $2.4 million. We have numerous commercial opportunities to sell both Howden and Chart equipment as a package in the carbon capture space, including one already underway with Howden's current customer to work together to develop a global novel carbon capture solution. CSG and EHS Clean Air requirements are driving demand for our mine cooling and ventilation solutions, and we're seeing numerous synergy opportunities with these customers shown on Slide 26, whether that's for carbon capture and storage or cleaner mine haul truck solutions, such as with our HLNG or HLH2 tanks. The first quarter of 2023 for Howden when looking at the full quarter, for mining safety and decarbonization had orders worth $55 million with new build up over 80% and aftermarket up 46% compared to Howden's first full quarter of 2022. We have had a few notable wins year-to-date for our Ventilation Engineering Services, or VES, part of our vents and digital portfolio. Early involvement with VES in determining a mine's future ventilation needs is key in establishing a long-term relationship with the customer, and we have supplied mine ventilation systems to all of the major mining companies globally. Next, we believe that water treatment will be one of the key elements of the next is the clean and how an equipment complements very well our water treatment technologies. Earlier this month, as you can see on the right-hand side of Slide 27, we won a turbo compressor order enabled with digital uptime for over $1.6 million to supply the city of Houston's Southeast wastewater treatment plant. This enables real-time monitoring for operational efficiency and also includes an aeration system that reduces process time, increases energy efficiency and reduces cost. Now move to the left-hand side of Slide 27, and you see a Chart for a drinking water site, which is a different site than the Howden project I just referenced, but both within the Houston Public Works infrastructure. One of the best parts of water and wastewater treatment market is that customers typically have more than one plant that they are responsible for and this is the case in not only Houston, where the city has 39 wastewater treatment plants in total, but also globally. Today is my first chance to verbally introduce Massimo Bizzi to you. Massimo is Joe and my partner, working alongside our combined executive team to deliver the synergies on and ahead of schedule and we're well on our way to do that. Massimo was the COO of Howden and will be a key partner to me not only on integration, but also as a permanent senior executive of the Chart team. Slide 29 and 30 reiterate our original synergy targets for year one and year three. Although I put the challenge out and I got this morning an update on year three from the commercial team, which is meaningfully higher than the numbers that we've put out there. But we're not going to overcommit. We're just going to deliver what we say. Slide 31 summarizes our approximately $51 million of annualized cost synergies achieved in our first six weeks of ownership ahead of our original schedule. Our commercial wins to date are also happening earlier than we had originally anticipated with order commitments totaling $11.4 million so far. Our global commercial team has had numerous immediate opportunities for cross-selling and also have identified new areas of complements within the portfolio. We currently have line of sight in the second quarter of 2023 to multiple projects, but also potential larger project wins that will incorporate both Chart and Howden technology and equipment, including certainly not limited to two hydrogen projects one of which is a 15 ton per day hydrogen liquefaction project, and these are $40 million-plus projects. One carbon capture, larger-scale project and a few water treatment projects. I attend many of our customer meetings and the combined one Chart global commercial team is super energized over this combination. Slides 32 through 37 shows detailed cost and commercial synergies that we have underway and the teams are daily finding more and more opportunities for cost out as well. The largest increase in cost out opportunities from our original target is in the facilities category, which to date has not materially contributed to the $51 million achieved, but will begin to do so in the coming months. On these slides, you can also see the breadth of the synergies, whether consolidating trade show fees to leveraging better rates with bank partners, through rationalizing SG&A, through more centralized functions, to office consolidations, to in-sourcing of machining, to software license reductions. There is a lot underway and even more remaining to go after. The breadth and magnitude of the commercial opportunities are exceptional and these are not conceptual but rather real pipeline opportunities that exist today. One particular win I would point out is on Slide 37 that just came in as a life cycle service agreement for vehicle fueling stations in Germany and the United Kingdom for a Chart customer, which would not have been possible without Howden's field service personnel. Another cool synergy win starts in the top left-hand box on Slide 38 and it's a great example of a commercial synergy win that also includes a cost synergy one. It's an example of a market that we would not have had access to without Howden, which is gaseous hydrogen fueling stations. This is a Chart Hydrogen liquefaction customer, and they've just ordered Howden compressors for over $2.3 million. For the same order, the cost synergy is bringing the packaging in-house to one of Chart's United States locations and this otherwise would have been outsourced by Howden on a stand-alone basis. Slides 39 and 40 you discuss additional integration actions to date with Slide 39 being a repeat of what we had in our investor deck on April 11th. So moving to Slide 40, these are just updates from the past couple of weeks. The message here is that integration goes far beyond just synergy achievement, it is a culture. That comes from a focus on emerging talent on being an industry leader in initiatives such as the clean hydrogen partnership and most importantly, a culture of safety with 77% of our global locations operating for more than a year without an accident. We have numerous in-flight activities now to generate additional cash for debt pay down. So I'm going to move now to Slide 42, as well as optimizing our revolver capacity and evaluating ways to optimize our balance sheet structure as well as our weighted average cost of debt. You can see some of these actions on the upper right-hand table on Slide 42, and I'm going to start from the bottom actually and go up to the top. So rows eight through 11 discussed actions underway to move letters of credit out of our revolver capacity. We're also actively underway repatriating cash from geographies that we do not need to leave it all in with $167 million of cash around the world on hand as of March 31st some of which when repatriated will be used for debt pay down. Rows five and six refer to properties that we own that we are in the process of consolidating and selling. And the real estate action is very active right now so we can already size and time the cash opportunities that these present. Just this week, we received an offer on one of the properties and there are others in the future that are beyond these two. Rows three and four refer to the previously discussed potential to divestitures. We currently anticipate moving to the signing stage within the next several months on both of these with one of these product lines expected to sign within the second quarter of 2023, and the second within the previously stated second quarter 2023 or first part of the third quarter of 2023. We continue to anticipate proceeds of approximately $500 million, obviously, subject to the final perimeter and scope of the potential transactions and all of the footnotes on the slide. Row two of the table refers to a minority investment exit that we have an agreed upon term sheet from ESOP to buy out our small portion, the value of which is approximately $3.5 million. This is a great example of a win-win minority investment that we made in 2018. We invested $2.5 million, which generated over $30 million of orders and revenue for us. And now where the customer relationships are established and the employees of the investment want to own the remainder, we found an eloquent exit. The cash flow timing begins this coming month and has a few staggered milestones. Row one refers to a very small Chart product line, that we have a binding term sheet to sell, and this is in CTS, which is expected to close subject to satisfaction of customary closing conditions in the first part of the second quarter 2023 for €4.25 million. This is contemplated in our guidance and also immediately improves our gross margin, operating margin, and EBITDA as well as those metrics as a percent of sales. The comment on Slide 42 in the left-hand box that states we anticipate additional cash for debt pay down of approximately $500 million refers to the potential divestitures, as I stated and some of the smaller activities but does not include any additional cash generating actions beyond these. We also reiterate our financial policy to focus on debt pay down as shown on the bottom of the slide. From an alignment perspective to action on debt pay down for myself and the senior team, we also have more heavily weighted the free cash flow metric of our short-term bonus target for 2023. Net cash from operations was negative $19.1 million and recall that I'm referring to continuing operations numbers. With capital expenditures of $31.4 million in the first quarter, including $11 million related to our land purchase for our Theodore, Alabama Jumbo Tank facility expansion. Adjusted free cash flow of $16.1 million in the quarter and that adjustment had 99% of these related to the Howden transaction, interest and bank fees, acquisition finance fees and deal-related costs, net of the tax effect. So we're really pleased with our first quarter 2023 net leverage ratio outcome of 4.08 tons as shown on the slide, and this is below our previously forecasted Q1 2023 net leverage ratio. In addition to funding the Howden acquisition on March 17th, during the stub period, we also funded approximately $75 million for the completion of the settlement of the Pacific Fertility Clinic lawsuits, and those are in discontinued ops. Approximately 11 million, as I referred to on the Theodore, Alabama expansion and approximately 44 million related to Howden payments related to payroll. So I'd point these out, these three items out because none of these are cash outlays that will repeat in the future. And now, Joe, please provide our updated outlook for 2023.

To further articulate the fact that we are continuing to see widespread demand across the combined business we have included Slide 45 to share some of our month-to-date April orders. What I like about this is you can see that we have 1 million-plus dollar orders from a variety of customers ranging from the marine market to the LNG re-gas skids in Europe to South African power customer spares and service to brace for energy applications to water treatment to ISOs to continued high demand for processed gas screw compressors and multiple hydrogen orders, and our industrial gas customers remain consistent. Slide 46 shows our outlook for 2023 sales, which we anticipate to be in the range of to $3.66 billion to $3.80 billion with associated adjusted EBITDA of $780 million to $810 million. Our 2023 outlook for adjusted diluted EPS is in the expected range of $5.50 to $6.70 and approximately 47 million shares outstanding. Our 2023 outlook for free cash flow is in the anticipated range of $300 million to $350 million, excluding any impact from potential divestitures, which is unchanged from prior outlook. And our cash available for debt pay down is expected to be in the range of $275 million to $325 million. We expect to see the normal second quarter sequential increase in both Chart legacy and Howden’s business. Each quarter of a year typically represents 25% of a full year for Howden. Regarding big LNG projects, based on current customer schedules, we expect to see a sequential increase and big LNG sales and earnings in the second half of 2023 compared to the first half of 2023. Slide 47 is a repeat slide from prior investor decks. With our early synergy achievement, strong start to the year, and confidence in achieving the additional synergies identified, we are reiterating our 2024 EBITDA of approximately $1.3 billion today.

So I'll end our prepared remarks with where I began on today's call, which is that over the past six months we have executed each step of our plan as described either on schedule or ahead of schedule. And therefore, on the last slide before the appendix, you see the next steps of the plan and you have our commitment to be laser-focused on continuing to execute on time or early for the targets we have laid out. And now please open it up for Q&A.

Thank you. [Operator Instructions]. Our first question will come from Ben Nolan of Stifel. Your line is open.

Thank you operator. Hey, Jill and Joe. I'll try to put both my question and follow-up into one question and then turn it over. So my first question relates to the 3.7 billion of, call it, the midpoint of revenue guidance. And just for the purpose of modeling and so forth, I know that you said about a third of that is expected to be aftermarket. But is it possible to sort of break down how -- where things fit with respect to the various segments and as you're thinking about that $3.7 million? My sort of follow-up is, Joe, you mentioned the nitrogen rejection units, we're hearing that a lot of the gas that's coming from West Texas has -- is really high in nitrogen and a lot of the Gulf Coast LNG plants that are increasingly sourcing that gas need to do something about it. I'm curious if you might be able to frame in what the opportunity for you guys might look like financially?

You got it, thanks for rolling them into one, Ben. Okay, so the first part of the question on the breakdown in terms of the various segments. So we've given kind of a pro forma on the RSL segment. So I'd start there at just above 30% of full year revenue, and that can apply for this kind of stub calendar year as well. Then go to specialty next, so that's going to be your next largest in terms of percent of the combined offering with HTS and CTS being your smallest pieces in terms of Howden adding to that compared to Chart stand-alone. So that's how I think about it, if I were looking at the model, which obviously I have done since we gave a guide. And the second part of your question on the nitrogen rejection unit, your comment is spot on that we are hearing the same thing you described in particular, as you mentioned on the U.S. Gulf Coast with respect to the gases coming through pipelines from West Texas. And it's interesting too, because we're hearing this I would -- I can't say ever to 100%, but certainly to the super majority of our LNG customers are facing this challenge. And we have a very unique offering to not just NRU but also heavy hydrocarbon removal systems, which gets into just technicalities. But for us, the opportunity in one of these for what you'd call kind of a standard size, big LNG export terminal on the U.S. Gulf Coast a little bit depends on content, which is always the caveat on these types of trains. But NRU and HHC add-on to one of the projects that we would be doing is going to be somewhere in the $70 million to $100 million range, and that's per opportunity. I'd also reiterate what I mentioned on the call, which is that we've never seen so many engineering studies that were being paid for on the NRU and the HHC side. And so these operators, obviously, this isn't something that they want to do, but there's a point where they have to do it based on the gas composition. So we're continuing trying to refine that with each operator based on their respective gas, but also the nice part of our offering is it is fairly standardized. So it's something that we can turn quickly to someone that needs to retrofit.

Alright, appreciate that.

Thank you. And one moment please for our next question. Our next question will come from Eric Stine of Craig Hallum. Your line is open.

Hey Jill, hi Joe. Good morning. So maybe can we just talk about on the order side, I mean, obviously, your two-week period, $112 million from Howden, that's obviously not a number that we can play out throughout the whole quarter. I know in the past for Chart only you've given a I think it's somewhere $400 million to $450 million is how you kind of think about a baseline for orders and with upside to that, any way you can provide that for Howden, is it a similar number, or how should we think about that?

Yes. Thanks for the question, Eric. And also for clarifying in your question, you can't take any two-week period and multiply it by 26 to get a full year. But with that said, I think the way to think about the Howden orders is similar to how we framed. So we framed last year on a Chart stand-alone basis, kind of an average of 350 as our new average quarter and obviously higher than that when we have a mid-scale sized project added into that. I think of Howden similar to Chart on any given quarter. Now recall that they have more book-to-bill business and a higher percent of aftermarket LTSAs, right. So there's a little bit of nuance in kind of some timings around when those orders come in. But as a whole, for Chart, you can basically double what we said last year, so you'd be running about a $700 million average, depending on plus or minus depending on projects that come in. Maybe the other way that we're thinking about it as we look at the business units and the activity in these end markets is around the book-to-bill because as we continue to see sales increase throughout the quarters in 2023, we want to continue to remain above that one and 1X book-to-bill ratio in these end markets as well as on the aftermarket service repair side of the house. So those are the types of metrics that we're monitoring.

Got it. That's helpful. And for my follow-up, just maybe on the model, you talked about Howden 25% each quarter, I guess, I assume you're trying to get across that, that business has less seasonality and so maybe match that up with the fact that you think that there's sequential improvement in Q2 and maybe throughout the year, just kind of match those two things up for me would be great?

Yes. So seasonally, Q1 is Howden's lowest quarter in any given year. So it's similar in concept to how we describe Chart standalone business previously, which is where the sequential and kind of the growth throughout the year is. We wanted to just give a little bit of bookends since we didn't give a quarterly combined outlook and kind of saying you can fairly evenly put this across the remaining three quarters if you were trying to look at it. There's a little bit also in 2023 where in the combined business, you've got that second half big LNG step-up from the Chart side. So we wanted to on balance kind of give a view that there's not going to be an extreme hockey stick in the back half in the combined business, and we have more consistency across the period, whether that period is a year or a cycle. And that's really thanks to that meaningful aftermarket service repair contribution that Howden gives to us. So those are kind of the intents of giving some pieces to frame because you guys haven't seen a full quarter yet of the combined business.

Okay, thanks.

Thank you. One moment please for our next question. Our next question will come from Martin Malloy of Johnson Rice. Your line is open.

Good morning. My first question is around the guidance and visibility on revenues that's in backlog. Could you maybe give us an update in terms of meeting the midpoint of the revenue guidance, what you have in backlog currently plus the expected quick turn repair and maintenance type revenues?

Yes. So we -- and I'm not going to get out over my skis here, Marty. Appreciate the question because I think it is a real valid point on a level of confidence in achieving the rate that we put out there because we have more backlogs in the combined business as well as each respective business as a stand-alone heading into 2023 and now even more so as of 3/31 with the records on the combined and stand-alone basis to cover the year than what we would typically have had in a prior year. So that comment applies combined business as well as the two stand-alones. We're going to get away from talking about the two stand-alone because it's so seamlessly incorporated into the segment, as Brinkman described in his couple of sentences about the external segment reporting. So the short answer is we put a guide out based on really strong backlog that we have more coverage for that guide than what we have ever had in the past in our backlog as of March 31st. With that said, we also have a -- now in the combined business, more balance between that project work in backlog and the book to ship, which we view as a positive because there's more opportunity for upsiding to a quarter based on book and ship than what we had as Chart standalone.

Thank you. And for my follow-up question obviously, it looks like a lot of momentum on the small scale and floating LNG side and IPSMR. Could you maybe talk a little bit more about acceptance of IPSMR out there in the market and if you can maybe characterize if that momentum is expected to continue on the small scale and the FLNG order side?

Yes. Thanks for pointing that out, Marty. I mean, we've been -- I would use the term wowed by the amount of acceptance in the market of IPSMR and the speed with which it's been accepted. I think a key portion of that is driven by the fact that it is very efficient. It is lower CAPEX in terms of the upfront install, but the efficiency across the operating cycle of the process technology in that kind of 1 to 1.4 MTPA train size is unparalleled in our opinion. We're also seeing, which I think is coupled with that acceptance in the market, just a higher market movement from these LNG players towards the small scale and the floating LNG. So there's more players in it, there's more geographies getting involved than we ever saw before. Ben's question about the U.S. Gulf Coast in terms of gas composition, that's another driver to finding the right location to do a small scale or a floating around the world. And you see different gas compositions in Asia Pacific than in Africa. And so the nice part is that IPSMR fits really well regardless of the region. The metric that we called out of 263% increase in small scale and floating orders, Q1 2023 versus Q1 2022, that’s pretty darn meaningful when you're talking about the $139 million of orders in that category. The last part of your question around do we -- do we think we're going to continue to see this momentum and I'd give a resounding yes to that. I think that my term or my phrase in the prepared remarks was we're bullish on all things LNG and we continue to be -- because we think LNG is going to be an important part of the coming decade here. And the debates around its merits have essentially been silent as you see the need for it to be a key part of the energy transition. And I think we're also seeing a practical view of the types of projects moving forward on balance. It's not just one -- it's not just one category, it's not only baseload facilities, it's not only small scale. So I think you're going to continue to see floating and small scale be an important part of our order book in the coming three-plus years.

Great, thank you. I'll turn it back.

Thank you. One moment please for our next question. Our next question will come from Pavel Molchanov of Raymond James. Your line is open.

Thanks for taking the question. Joe, you said you're bullish on all things LNG. Just to kind of put a finer point on that, the European energy crisis a lot of people feel is subsiding. Gas prices are at the lowest level since the war started. Are you seeing any sense that maybe there is less appetite in Europe to take off more LNG offtakes or partner with external LNG suppliers?

Yeah, we haven't seen a dramatic change in that behavior from Europe. We've continued to see infrastructure, just from a Chart perspective, Pavel. We continue to see infrastructure activity being built, meaning like the LNG regas skid that we just booked for $4.7 million, continuing to see the stations being built. From an offtake perspective, I would give credence to your comment on what we've seen inclusive of even this morning's Venture Global announcement on CP2, of the offtake with a lot of the APAC parties. So that's -- most of the offtake that we have seen announced in the last six months has been outside of Europe. And I think that maybe that's a short-term phenomenon. But ultimately, it's into -- in my opinion, it's into the spot market overall. So how the gas gets moved after the offtake is arranged is another nuance to that answer. But all in all, we have not -- we've really just seen an increase in our commercial pipeline on the LNG side with the one exception being continued softness in HLNG over-the-road vehicle tank orders and sales. And that goes also to your point, I guess, because we have our two main customers in that category are in Europe. And then I'll just go on a little tangent on the vehicle tank side that while it's kind of in line with our thinking of not recovering quickly in the first half of 2022 for the over-the-road tanks, we have seen a much broader set of customers purchasing HLNG and HLH2 tanks for over the road. So I see it as an early indicator of broader adoption for alternative Class 8 heavy-duty commercial truck use, and that's across the industry. So there were a lot of little tangents in my answer there, but I think it's certainly something to watch. But as a net debt, we continue to see growth in the LNG space.

Following up, in fact, on Asia Pacific, China specifically, now that this is a U.S. based company dealing with Chinese customers of Howden has there been any change in tone, obviously, kind of given the broader Washington, Beijing political dynamics that you've noticed since closing the acquisition?

No, we haven't seen any different dynamic. We continue to see growth in the China business and anticipate continued growth -- and I'd also add that both Chart and China have good local partners in China -- in Howden China, excuse me, have good local partners in China, which helps us as well. So no at this point.

Okay, thank you very much.

Thank you. One moment please for our next question. Our next question will come from Sam Burwell of Jefferies. Your line is open.

Hey, good morning. Stick on the LNG track and dig into Port Arthur a little bit. I saw that you mentioned you booked air cooled heat exchangers, brazed aluminum heat exchanger, and ethylene storage tanks. So I mean, curious if you could put a dollar figure on that and short of that, just sort of describe how this particular order is different than what you booked for Cheniere and Venture Global? And then I appreciate that you've called out two to three potential orders this year over and above Port Arthur, would you characterize those as being opportunities more similar to Port Arthur, more similar to Cheniere/VG or something totally different?

Yes. Thanks for the question, Sam. Okay. So just due to confidentiality with our customer, we aren’t giving a dollar amount size on Port Arthur, but let me kind of give you the general range would be around several hundred million-ish type of number you could use. And then the second part, difference between VG and Cheniere and the Sempra Infrastructure Port Arthur. So different content, but let me put VG and Semper Port Arthur kind of in one category, which are equipment orders for us, different sizes, different types of equipment, but there's no process technology for either of those coming from Chart. And so those -- depending on what's in the scope, whether it is air coolers or multiple brads or cold boxes and what those designs are kind of dictate the range you'd be in. But you could say for an equipment order $75 million to $150 million for these types of projects on kind of a 10 MTPA basis would be the way to think about it. Cheniere and a project like a Tellurian in the future, we would -- we have process technology in addition to the equipment that works with that process technology. And so it's a different scope. The other thing I would say is some of these guys have the heavy hydrocarbon removal system that I've described built into the design, whereas others do not, so that adds a factor into how this is priced. The third part of your question is on the two to three orders in the rest of 2023 in addition to Port Arthur that I called out and scope-wise, let's see, you'd have the opportunity in the bucket of opportunities. So obviously, two to three is a subset of the ones that could move to FID that we would have content on. So we are not just going to put them all in there with 100% confidence. And there's a reason we call two to three out here. A couple of them would be more in the equipment style kind of $100 million to $150-plus million. And then one of the ones I'm thinking of would have equipment and process if it moves forward. And obviously, if the content is what we anticipate it to be.

Okay. That's very, very helpful to frame things. And just one quick follow-up on free cash flow. I mean, on an adjusted basis, 6 million unadjusted with -- I understand that they are onetime items and it's a messy quarter and haven't closed. But cash burn in 1Q, how should we think about free cash flow conversion improving through the year and any drivers beyond just like more big LNG business flowing through the P&L and that should drive higher free cash flow, any sort of working capital improvements that the Houghton integration can bring or anything else to consider as we model free cash flow improvement going forward?

And I would say, again, thanks for pointing out that, obviously, messy quarter and that we were super conscious that the adjustments are very specific to Howden and you can get them from the banking, the finance fees, and the deal-related costs. So in and of itself, you can peel out deal-related costs that relate to, for example, bankers, M&A-related costs that will not repeat going forward and that's an important thing to call out, which I tried to also call out things like the Pacific Fertility settlement and the higher CAPEX and so on in the first quarter that are nonrepeating items throughout the rest of the year with the intent of those comments to be that you'll see this cadence increase as we go forward. There's really nothing that says any one quarter in the rest of Q2, Q3 or Q4 has anything that makes it a standout quarter to be meaningfully higher on free cash flow generation. So as we burn off safety stock from the inventory side, we've had a good collection month as an example, in the month of April. Like you said, the milestone payments I think it's -- the way we look at it and the way we model it is fairly consistent as you look at the ramp of volume throughout the rest of the year.

Alright, understood. Thanks Jill.

Thank you. One moment please for our next question. Our next question will come from Rob Brown of Lake Street Capital Markets. Your line is open.

Hi Jill. The commercial synergies, you talked about a number of early wins there. I just want to get your confidence level on the commercial synergies as you start to integrate your sales efforts? And what do you see -- how do you see that playing out?

Thanks for the question, Rob. And we're -- I'm excited you asked because I'm excited to talk about the synergies from both the cost and a commercial perspective. Especially it's interesting, I did ask the question earlier, has anything changed in your mind over the last six or seven months. And my answer is I am even more convicted that this strategic combination is exceptional. The amount -- when we involve the entire global commercial team in the discussions and the cross-training on the portfolio, the amount of additional synergies that came out from that commercially is unmatched. I mean, Massimo and I were talking this morning and we're not -- we're certainly not going to give you a year three number, but we both -- the detail around the amount of opportunity around it, and you can probably sense a little bit of my joy coming through in my voice around the opportunities that exist. So what I like about the commercial synergies also, and it's probably impossible to get that across in an $11.4 million order number to date is that it's anywhere from small orders and an equipment order related to dry ice recovery to a synergy order that we expect in Q2 around a large project that's going to be $40 million plus and everything in between. So what I think you're going to start to see happening even more and more as our teams get really knowledgeable about the way that the next of clean works together, the inter linkages of the packages. You're going to see more and more of these wins that are full solution wins. And I want to point out on Slide 24 of the supplemental deck the case study, that's the city bleary case study, which is one that we've cross-sold to this customer for food and beverage, carbon capture through that and now water treatment. This is a customer that began as a Chart customer with dosing equipment moved on to tanks, then got an SOC or an odor control water treatment system and now is costing to us about multiple carbon capture. Everything in what I just described with the exception of the doser and the tank could have Howden content. And that's what I think is pretty exceptional about the commercial opportunities. The other thing, and you probably Rob, didn't want me to spend this much time answering your question, but you can tell I'm excited about it. The other thing I really like is that we didn't bake the $150 million of year one commercial synergies into the 2023 numbers. And I think that we're going to at least have the opportunity to get some of these early wins to have some later in the year revenue.

Okay, great. Thank you. And on the outlook, I just wanted to clarify that the sale of the noncore assets, is that in the outlook or the assumed revenue in the outlook or if you sell those, is that outlook going to change?

So let me answer three pieces. The first is that any proceeds from those potential sales are not included and are cash available for debt pay down or our cash flow forecast in the outlook. They're also not included in any of the net leverage ratio forecast that we've put forth in any of the materials. The second part of your question is around the revenue. Well, I guess it's the second and third, the revenue and EBITDA impacts. What I would say is it's not contemplated, called out specifically. We think we have enough room in our range to be able to absorb that in the EBITDA range. We likely have a minor tweak on the revenue side. But I think we -- I think generally, we directionally are comfortable with our outlook range with or without the divestitures is the way to think about it. And if there's any treating of nuances, so you're not going to see us divest the business and then come out and have a significant reduction to our outlook.

Okay, great. Thank you for all the color.

Thank you. One moment please for our next question. Our next question will come from Mark Bianchi of TD Cowen. Your line is open.

Thank you. I was hopeful, Jill, if you could say what the Howden contribution was to revenue and adjusted EBITDA in the first quarter?

Yes. Thanks for the question, Mark. It was approximately $110 million of revenue. We didn't give a bottom line impact, but it was by way of kind of proxy, it was above the 19% adjusted EBITDA as a percent of sales.

Okay, okay, great. And I know you probably don't want to get too specific on second quarter, but just to -- there's a lot of moving pieces here, and we don't really have like a good base to work off of for modeling in the second quarter, but it would seem to kind of be on track with the guidance for the year that EBITDA ought to be in the ballpark of $200 million. I mean, does that sound in the fairway or any way you'd want to steer us on that?

Yes. Thanks for the question, Mark. And actually, I guess my lawyers would tell me a caveat is answered, so kingdom come, but I won't. We actually contemplated giving you guys a Q2 kind of onetime quarterly look because it's the first time to your point about in the combined business. There are pros and cons to doing that, but you're directionally correct.

Okay, super. And just one more on the order side, so you mentioned the kind of 700 million of recurring orders. If I just sort of look at the Howden side of the business, if that's 350 million on each side, then about 70% book-to-bill on a kind of recurring order basis. And I think you suggested that you'd be above one. So we know what those sort of one-off large items are for the legacy stand-alone Chart business. What are those unusual items look like for Howden, what should we be looking out for to add to that base of orders?

Yes. And I did that on purpose as I'm trying to keep everybody from getting out over their skis on like massive quarterly order numbers. I smiled a couple of quarters ago when we had like a $700-plus million order quarter, and somebody wrote that it was softening. Because it wasn't off of the record, addition of 890. So part of that is just us trying to keep a lid on going crazy on these numbers. So you're just taking my answer to mean, yes, I'm trying to be conservative. So on the project side, which we're seeing more and more frequent as you know, the projects, when we call them out as Chart projects, they're going to be on the small midsized $25 million to $50 million style incremental orders, sometimes like you saw in the first quarter was that we saw in heavy industry is a little bit higher than that. On the Howden side, a stand-alone Howden large project is going to be $10 million to $20 million. And then the third kind of category to think about would be our 25 to 50 if we get touting content that's incremental would be an incremental kind of 20% to that.

Okay. Okay. But the expectation overall is that you've got this base level of orders, but you still ought to be above one book-to-bill going forward?

Yes. You're right. You are correct. So your model is going to be higher than my trying to steer you lower -- but you're right.

Okay, thanks so much.

Thanks Marc.

Thank you. One moment please for our next question. Our next question will come from Walter Liptak of Seaport Research. Your line is open.

Hi, thanks. Good morning Jill. So yes, thanks for all the detail. And I wanted to ask one about the -- you called out the bonus compensation for this year is tied to free cash flow, which sounds great. And so I just wanted to -- I guess this is a follow-on from an earlier one. The free cash flow range of $275 million to $325 million, is that range based on the EBITDA guidance range or is there -- are there some things in there that you have to go get to sort of maximize the free cash flow for the year?

Yes. So the number you called out is the cash available for debt pay down for the year. The free cash flow metric is the $300 million to $350 million range. And again, yes. And to your point, the Board has been very conscious about debt pay down being a top priority for us as a global organization. And that's why we have that bonus tied to it. It is also a one Chart global bonus plan. And so that metric applies to every one of our 10,000-plus team members.

Okay, great. And so the -- to get to that max range of the 325, is that based off of the EBITDA level or are there some things in there like working capital accounts or other things to get more debt pay down this year?

Yes, there's more. So it's the EBITDA level, obviously, less CAPEX and then the change in working capital. There's -- we think that there's a lot of tied up working capital. And I would say that a lot of that tied up working capital is actually in the Chart stand-alone businesses. So there's a great opportunity for us to deliver that and it is within our control to do so. So back to the mantra of execution.

Okay. Great. And then on the sale of assets, have you talked about what the cost base is there and what the tax implications might be on the sales?

We have not specifically called that out primarily because we're -- we haven't given a lot of detail about the businesses themselves that are these potentials, and we don't want to jeopardize any processes around it. But the proceeds we talk about are gross proceeds, we don't see a material tax -- negative tax impact.

Okay. Got it. So the $500 million is the gross number.

That's correct.

Okay, great. Okay, thank you.

Thank you. One moment please for our next question. Our next question will come from Craig Shere of Tuohy Brothers. Your line is open.

Morning, thanks for taking the questions. So the reiterated 2024 adjusted EBITDA guidance of $1.3 billion, that's still comfortably above the Street excludes both incremental big LNG orders, and you called out two or three more expected presumably this year as well as the commercial synergies you talked about, could you see the aggregate of these things possibly driving $200 million to $300-plus million revenue above your current expectations and what's built into guidance in 2024 into the combination of exceeding even your above Street expectations for next year as well as planning the divestitures drive your leverage targets into that say, 2.25% range so that you're already prepared to consider dividends and buybacks setting into 2025?

Alright. Craig, I'm going to take this from the top. So first part of the question, and you are absolutely correct and accurate that we have nothing incremental from any additional big LNG projects in any of our outlook numbers. So therefore, any incremental big LNG orders that come in, in 2023, obviously depends on when they come in. My commercial team hopefully is listening, so sooner the better guys. And I think they're going to be staggered between now and the end of the year. Depending on the timing when they come in, in the year, depends on when rev rec starts, right. So you got to contemplate kind of that lag from order to the first milestone beyond engineering. So you guys contemplate that in the answer around 2024, depends on the timing of an order this year. The magnitude you gave is certainly more than reasonable of these two to three being $300 million plus. So your fundamental comment is correct. It's just hard to time when that revenue would start. But in concept, it's all incremental to what we've laid out. The next part of your question is around the exceeding our balance sheet expectation in the net leverage. Driving that net leverage ratio down. We want to be in that two to two and half times. We've specifically said that 2024, 12/31 net leverage target being 2.5 to 2.9 is our expectation, excluding any proceeds from potential divestitures. So I could see that improving. We want to execute; we want to deliver what we're saying. So I don't want to put a number that's different out there, but there is room for us to get these ratios in a more improved position faster than what we've laid out with some of these additional cash-generating opportunities.

Great. And I guess just to close it off, you've obviously got the specific divestitures that are pending and all this commercial traction, synergies, big LNG. What would you have to see or be comfortable with to start to get more aggressive on sharing some of the larger perspective 2024 and beyond outlooks. You kind of alluded to some of it in your early comments, but could you see by the third quarter call getting more specific and aggressive on multiyear outlook?

I could see it for our Analyst Day in November.

Well, I'm looking forward to that.

I can't wait to see you there, Craig. Thank you.

Thank you. And one moment please for our next question. Our next question will come from Barry Haimes of Sage Asset Management. Your line is open.

Thanks so much for taking my questions. Jill, you -- it's got a mind blowing number of products, end markets customers. And I wonder if you could talk a little bit about managing the company, maybe who your direct reports are now and how the management organization style may have changed post the mergers versus pre, any thoughts you may want to share around that? Thanks.

Thanks, Barry for the question. And I would point out before I go into the specifics of your question, that we have an exceptional team, and it's become even more exceptional with the addition of Howden talent. I've been just incredibly impressed at all layers in the Howden organization of the amount of skill set, the great attitudes across the board, the knowledge between the Chart and the Howden teams, which I had tried to laid out previously around the fact that our teams had worked together. We know each other's products very well, which gives us a lot of ability to quickly deliver on the commercial side of things. And I think it's starting to become clearer as we're able to give these visible actual tangible wins to see how the portfolios work together. But that's driven by the great team around the world. The great team, when I say has gotten even stronger with the combination is that my direct reports are a combination of how an executive team and Chart executive team, and it's been really enjoyable for me to work with this combination of people because you have complementary skills, you have the Howden folks who are marching toward One Chart Global or one global organization from a commercial perspective on a stand-alone basis. So they immediately embraced the concept of One Chart Global commercial team. The same concept on the global engineering side. So, the models and where how it was in its evolution fits really well into the organizational model that we have been deploying over the last few years. The strength of the talent and the complementary nature of my executive staff is bolstered by this with Camille and Eric and Fred and Massimo, who are on my team from the Howden team. Camille is running APAC and India. Out of the gate, we have someone that at a high level understands the APAC market and is already penetrating India for further growth. Eric over in South Africa has now taken on the Middle East as well. And you hear me just with confidence talk about the ability to penetrate those markets, which on a stand-alone basis, we haven't been able to do organically very easily. And Fred, with decades of experience in Howden product portfolio brings us into one of our now largest regions in Europe, brings us the ability to penetrate projects and customers like I just described today with an early win on UK and German multiple dozens of fueling station repair and service capabilities. So he just goes right in. And then I saved Massimo for last because I tried to in my prepared comments say, Joe Brinkman and I are -- he's an incredible business partner to me. Now we have like the third leg of the stool, right. You've got Massimo, Joe and I, and you've got operational, you have finance and then you've got these amazing other people. And I'm certain, Barry, you didn't expect me to take this long to answer this question, but I really think it's important that you understand the skill sets of these people and how they fit so integrally into this executive staff. And when I talk about -- and I want to go back to your first part of the question, which is around now you have all these products and you have all these end markets, I want to reiterate that these are not just a bunch of pieces and parts that we have to deal with individually. These are products and end markets that work together. You've got a raise aluminum heat exchanger that works in LNG, hydrogen, helium, carbon capture, you've got a compressor that works in LNG, hydrogen, helium, carbon capture, water. These are not just an island of misfit toys. They work together. They work as a full solution. And that's how we -- the combined executive teams manage the business. And the number one leading point to profitable growth is that One Chart commercial team.

Just one very quick follow-up, Jill. Just how many direct reports do you have, and just congrats on all the progress so far? Thanks.

Yes. I've got, I think, 11 total if you include all the regional guys and those regional folks really work very closely with Joe and Massimo on a daily basis, which are six regions, five regions. And thank you for the congratulations. It goes to the global team members that deliver and make every day able to talk about the business like we are this morning. So thanks, Barry, for your time and questions. And Chris, back to you, that's the last of our questions.