Summary of Flowserve and Chart Industries Conference Call Industry and Companies Involved - **Companies**: Flowserve Corporation and Chart Industries - **Industry**: Industrial Process Technologies Core Points and Arguments 1. **Merger Announcement**: The merger between Chart and Flowserve is described as transformational, creating a leader in industrial process technologies with a comprehensive portfolio of flow and thermal management solutions [4][5][6] 2. **Ownership Structure**: The merger is structured as an all-stock merger of equals, with Chart shareholders owning approximately 53.5% and Flowserve shareholders owning approximately 46.5% of the combined company [7][8] 3. **Cost Synergies**: The merger is expected to drive approximately $300 million in annual cost synergies, primarily from materials and procurement savings, roofline consolidation, and organization efficiencies [7][21] 4. **Revenue Synergies**: An additional 2% growth in revenue is anticipated from commercial revenue synergies over time [21][52] 5. **Financial Profile**: The combined company is projected to have combined revenue of $800 million and $1.8 billion in cash flow over the twelve months ended March 31, 2025 [9][25] 6. **Market Opportunities**: The merger positions the companies to capitalize on macro trends such as energy intensity, energy security, and decarbonization, with a focus on high-growth end markets [10][11] 7. **Aftermarket Business**: The combined aftermarket business is expected to generate significant recurring revenue, with a global installed base of nearly 5.5 million assets, creating a $4 billion aftermarket franchise [19][61] 8. **Digital Integration**: The merger will enhance digital capabilities, allowing for better monitoring and predictive maintenance of assets, which is expected to drive further growth in the aftermarket segment [62][63] 9. **Geographic Expansion**: The merger will allow both companies to leverage each other's geographic strengths, particularly in regions where one company has a stronger presence [48][49] 10. **Cultural Integration**: Both companies emphasize a shared commitment to safety, innovation, and community, which will be integral to the combined company's culture [27][28] Important but Overlooked Content 1. **Regulatory Considerations**: The merger is expected to face minimal regulatory concerns, with no significant overlap in product offerings that could raise antitrust issues [95] 2. **LNG Market Role**: LNG is projected to account for 9% of the combined company's revenues, highlighting its importance in the overall strategy [116] 3. **Leverage and Financial Strategy**: The combined company aims for a conservative leverage ratio of 2 times net debt to adjusted EBITDA at close, with plans for future shareholder returns through dividends and share buybacks [25][121] 4. **Integration Management**: An integration management office will be established to ensure effective synergy realization post-merger [85] This summary encapsulates the key points discussed during the conference call, providing a comprehensive overview of the merger's implications for both companies and the industry at large.

Chart Industries (GTLS) M&A Announcement June 04, 2025 08:00 AM ET Speaker0 Hello, and welcome to the Chart Industries and Flowserve Corporation Conference Call. Following prepared remarks, instructions will be provided for the question and answer session. As a reminder, today's conference call is being recorded. Turning to Slide two, the discussion will contain forward looking statements that are based upon information available as of today. Actual results may differ due to risks and uncertainties, and the ...

Transaction Overview - Chart Industries and Flowserve Corporation will combine in an all-stock merger of equals, with an enterprise value of approximately $19 billion[18] - Chart shareholders will receive 3.165 shares of Flowserve common stock for each share of Chart common stock owned[18] - Pro-forma ownership will be 53.5% for Chart shareholders and 46.5% for Flowserve shareholders on a fully diluted basis[18] - The transaction is expected to close in Q4 2025, subject to shareholder and regulatory approvals[18] Financial Highlights - The combined company's revenue is $8.8 billion, with adjusted EBITDA of $1.9 billion and an adjusted EBITDA margin of 22%[20] - The combined company expects approximately $300 million in annual cost synergies within three years following the transaction close[15, 18, 45] - The combined company anticipates revenue synergies over time representing an incremental 2% growth on the combined revenue[18, 45] - Expected leverage ratio at close of 20x net debt to combined Adjusted EBITDA[18] Market and Strategy - The combined company will have a diversified end market exposure, including LNG (34%), Process Industries (25%), Chemical (12%), Power Generation (7%), Hydrogen, Nuclear & Helium (7%), and Specialty Markets and Water (6%)[26] - The combined company will have a significant aftermarket opportunity of approximately $3.7 billion annually[24, 38] - The combination would have reduced historical revenue volatility by approximately 380bps[24]

I N V E S T O R P R E S E N T A T I O N J u n e 4 , 2 0 2 5 Chart Industries and Flowserve Corporation to Combine in Merger of Equals Chart Industries + Flowserve 1 Important Disclosures Important Information about the Transaction and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed merger transaction between Chart Industries, Inc. ("Chart") and Flowserve Corporation ("Flowserve"). In connection therewith, the parties intend to file relevant materials ...

Group 1 - The article discusses the current market nervousness surrounding Chart Industries (NYSE: GTLS) due to political uncertainty, indicating a broader trend of market volatility affecting oil and gas companies [2] - The author emphasizes that the oil and gas industry is cyclical, characterized by boom and bust cycles, requiring patience and experience for successful investment [2] - The analysis provided in the article aims to identify undervalued companies within the oil and gas sector, focusing on their balance sheets, competitive positions, and development prospects [1] Group 2 - The author holds a beneficial long position in GTLS shares, indicating a personal investment interest in the company [3] - The article is part of a service that offers in-depth analysis to members, suggesting that the insights may not be available to the general public [1] - The author has a background in finance, being a retired CPA with an MBA and MA, which adds credibility to the analysis presented [2]

Investment Rating - The report maintains an "Outperform" rating for Chart Industries, expecting a relative return exceeding 10% over the next 12-18 months [12]. Core Insights - Chart Industries reported slightly better-than-expected earnings for Q1 2025, driven by strong performance in specialty products and a solid backlog of orders [1][2]. - The company reaffirmed its revenue guidance for FY 2025, projecting revenue between $4.65 billion and $4.85 billion, with adjusted EBITDA expected to be between $1.175 billion and $1.225 billion [3]. - The backlog of orders reached a record high of $5.14 billion, indicating strong demand and future revenue potential [2]. Financial Performance Summary - Adjusted net income for Q1 2025 was $84 million, slightly above the consensus estimate of $79 million, while revenue was $1.002 billion, close to the expected $1.01 billion [2][5]. - The adjusted EBITDA for the quarter was $231 million, exceeding the consensus estimate of $228 million, with a gross margin of 33.9% [2][5]. - Free cash flow for the quarter was reported at $80 million, compared to $261 million in Q4 2024 [2]. Guidance and Strategic Outlook - The company reiterated its mid-term guidance, expecting organic revenue growth in the mid-teens and maintaining a gross margin in the mid-30% range [3]. - Chart Industries anticipates that the impact of tariffs will be limited and can be offset by cost reductions and strategic pricing actions [3].

Investment Rating - The report maintains an "Outperform" rating for Chart Industries, expecting a relative return exceeding 10% over the next 12-18 months [12]. Core Insights - Chart Industries reported slightly better-than-expected earnings for Q1 2025, driven by strong performance in specialty products and a solid backlog of orders, which reached a record high of $5.14 billion [2][3]. - The company reaffirmed its guidance for FY 2025, projecting revenues between $4.65 billion and $4.85 billion, with adjusted EBITDA expected to be between $1.175 billion and $1.225 billion [3]. - The company emphasized that the impact of tariffs is limited and can be offset by cost reductions, maintaining a positive outlook on liquefied natural gas contracts [2][3]. Summary by Sections Financial Performance - Adjusted net income for Q1 2025 was $84 million, slightly above the consensus estimate of $79 million, with revenues of $1.002 billion, close to the expected $1.01 billion [2]. - The adjusted EBITDA was $231 million, exceeding the consensus of $228 million, with a gross margin of 33.9%, aligning with the mid-point of the company's guidance [2][5]. Order Backlog - The backlog of orders reached a historic high of $5.14 billion, up from $4.85 billion in Q4 2024, with total orders for the quarter amounting to $1.32 billion [2][3]. Guidance Reaffirmation - The company reiterated its FY 2025 guidance, expecting adjusted earnings per share between $12 and $13, and free cash flow between $550 million and $600 million, compared to $388 million in FY 2024 [3]. - The net leverage ratio increased to 2.91 times, but the company remains confident in achieving its target leverage ratio of 2.0 to 2.5 times [3]. Mid-term Outlook - Chart Industries expects organic revenue growth to remain in the mid-teens, with gross margins maintaining in the mid-30% range and free cash flow conversion rates of 95%-100% [3].

Financial Performance - Consolidated orders for Q1 2025 were $1,315.6 million, up from $1,121.6 million in Q1 2024, representing an increase of 17.3%[100] - Consolidated sales for Q1 2025 reached $1,001.5 million, a 5.3% increase from $950.7 million in Q1 2024, driven by growth in Specialty Products and Heat Transfer Systems segments[101][105] - Gross profit for Q1 2025 was $339.8 million, up 12.4% from $302.3 million in Q1 2024, with a gross profit margin of 33.9%, an increase of 210 basis points from 31.8%[106] - Operating income for the consolidated entity was $152.3 million in Q1 2025, a 34.9% increase from $112.9 million in Q1 2024[104] - Net income attributable to Chart Industries, Inc. from continuing operations for Q1 2025 was $51.5 million, compared to $13.5 million in Q1 2024, representing a significant increase[113] Segment Performance - The Cryo Tank Solutions segment reported sales of $153.2 million in Q1 2025, down 4.1% from $159.7 million in Q1 2024[103] - The Heat Transfer Systems segment saw sales increase by 5.4% to $267.3 million in Q1 2025, compared to $253.6 million in Q1 2024[103] - Specialty Products sales increased by 16.7% to $276.1 million in Q1 2025, up from $236.5 million in Q1 2024[103] - Repair, Service & Leasing segment sales were $304.9 million in Q1 2025, a slight increase of 1.3% from $301.0 million in Q1 2024[103] - Total sales for the Cryo Tank Solutions segment decreased by $6.5 million to $153.2 million in Q1 2025, impacted by lower industrial gas sales in the U.S.[115][117] - Heat Transfer Systems segment sales increased by $13.7 million to $267.3 million in Q1 2025, driven by LNG project backlog execution[115][118] - Specialty Products segment sales rose by $39.6 million to $276.1 million in Q1 2025, attributed to increased hydrogen and water treatment project sales[121][123] - Repair, Service & Leasing segment sales increased by $3.9 million to $304.9 million in Q1 2025, primarily from retrofit projects[126] Orders and Backlog - The total backlog as of March 31, 2025, was $5,143.6 million, compared to $4,331.1 million as of March 31, 2024, indicating strong future demand[100] - Orders for the Cryo Tank Solutions segment for the three months ended March 31, 2025, were $152.6 million, a decrease of 4.2% compared to $159.3 million for the same period in 2024[137] - The Heat Transfer Systems segment reported orders of $220.7 million for the three months ended March 31, 2025, down 7.5% from $237.3 million in the same quarter of 2024[138] - Specialty Products segment orders increased by 24.6% to $487.7 million for the three months ended March 31, 2025, compared to $391.3 million for the same period in 2024[139] - Repair, Service & Leasing segment orders rose by 36.1% to $454.6 million for the three months ended March 31, 2025, compared to $333.9 million for the same period in 2024[140] - The backlog for the Heat Transfer Systems segment increased to $2,042.2 million as of March 31, 2025, up from $1,685.9 million as of March 31, 2024[138] - Specialty Products segment backlog grew to $2,057.4 million as of March 31, 2025, compared to $1,678.2 million as of March 31, 2024[139] Expenses and Cash Flow - SG&A expenses decreased by $0.5 million or 0.4% in Q1 2025 compared to Q1 2024, while amortization expense decreased by $1.4 million to $46.5 million[107] - Interest expense, net decreased by $6.7 million to $77.1 million in Q1 2025 from $83.8 million in Q1 2024, primarily due to lower interest rate margins and reduced overall debt[109] - Effective income tax expense for Q1 2025 was $17.6 million with an effective tax rate of 24.5%, down from $8.8 million and 34.0% in Q1 2024[111][112] - Cash used in operating activities improved to $60.0 million in Q1 2025 from $95.1 million in Q1 2024, reflecting stronger operating performance[131] - Cash provided by financing activities was $65.7 million in Q1 2025, down from $143.9 million in Q1 2024, with significant borrowings and repayments on the revolving credit facility[133] - Cash, cash equivalents, and restricted cash totaled $298.0 million at March 31, 2025, a decrease of $12.5 million from December 31, 2024[130] Risk Factors and Accounting Estimates - The company acknowledges various risk factors that could affect future performance and liquidity, as detailed in its Annual Report[143] - There have been no significant changes to the company's critical accounting estimates since December 31, 2024[141] - The company does not expect any balance sheet or cash impact from the new co-investment agreement prior to 2028[135]

Core Insights - Chart Industries' shares increased by 11% following the release of first-quarter earnings that exceeded bottom-line expectations, with notable growth in new orders and a reaffirmation of guidance [1][3] - The company experienced only a modest impact from tariffs, alleviating investor concerns that arose after the announcement of global tariffs by President Trump [2][5] Financial Performance - In Q1, Chart's sales grew by 5.3% to $1.0 billion, slightly below analyst expectations, while adjusted earnings per share rose by 38.8% to $1.86, surpassing expectations by $0.03 [3] - New orders increased by 17.3%, and the backlog reached over $5 billion, marking an 18.8% rise [3] Guidance and Debt Management - Chart reiterated its EPS and free cash flow guidance for 2025, which is crucial as the company is managing debt from its acquisition of Howden in early 2023 [4] - Management projects adjusted EPS of $12 to $13 in 2025, indicating the stock is trading at approximately 12 times this year's forecast earnings, despite a 32% decline from late January levels [6] Market Position and Outlook - As a U.S.-based equipment supplier with a significant LNG equipment business, Chart is positioned to perform well this year, contingent on the absence of a recession [7]

Core Insights - Chart Industries reported revenue of $1 billion for the quarter ended March 2025, reflecting a year-over-year increase of 5.3% [1] - The earnings per share (EPS) for the quarter was $1.86, up from $1.49 in the same quarter last year, with an EPS surprise of +1.09% compared to the consensus estimate of $1.84 [1] Financial Performance - The reported revenue was slightly below the Zacks Consensus Estimate by -0.10% [1] - Chart Industries' stock has returned -10.8% over the past month, while the Zacks S&P 500 composite saw a change of -0.7% [3] - The company currently holds a Zacks Rank 3 (Hold), indicating expected performance in line with the broader market [3] Backlog and Orders - Total backlog for Chart Industries reached $5.14 billion, exceeding the two-analyst average estimate of $5.02 billion [4] - Backlog for Cryo Tank Solutions was $318.70 million, above the average estimate of $300.98 million [4] - Backlog for Heat Transfer Systems was $2.04 billion, slightly below the average estimate of $2.18 billion [4] - Orders for Heat Transfer Systems were reported at $220.70 million, below the average estimate of $346.48 million [4] - Orders for Specialty Products were $487.70 million, exceeding the average estimate of $369.25 million [4] Sales Performance - Sales for Cryo Tank Solutions were $153.20 million, representing a year-over-year decrease of -4.1% [4] - Sales for Repair, Service & Leasing were $304.90 million, showing a year-over-year increase of +1.3% [4] - Sales for Specialty Products reached $276.10 million, reflecting a significant year-over-year increase of +16.7% [4] - Sales for Heat Transfer Systems were $267.30 million, marking a year-over-year increase of +5.4% [4]