Good morning and welcome to the Chart Industries Inc. Project Billy Joel Acquisition 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 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 February the 23rd, 2021. 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 non-historical in fact are forward-looking statements.
Please refer to the information regarding forward-looking statements and the risk factors included in the company's earnings release and the 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 Industries CEO. You may begin.
Thank you, Tawanda. Good morning, everyone, and thank you for joining us for our Project Billy Joel call, where we'll discuss today's acquisition of Cryogenic Gas Technologies, Inc., or what I will refer to as Cryo Technologies or CT, for $55 million in cash.
But before we get into the highly synergistic and complementary nature of our two companies together, which, by the way, we've been working together for 20 years, let me step back and explain why we called this Project Billy Joel. Many of you know the Billy Joel song, "Allentown," a location that some would consider to be the heart of industrial gases in the United States. So Wade and Eric, give us your best version.
We're living here in Allentown, and they're closing all the factories down.
Well, we're here actually to tell you that Cryo Technologies, part of the Chart family, is going to be staying in Allentown, which is one of the first questions that Rick Hessinger, one of the founders of the business and the controlling shareholder, asked me. And like you all have heard me say on numerous occasions, we will not do a deal if the team isn't planning to stay with the business.
So welcome to Chart, Rick, and the entire Cryo Technologies team. We're thrilled to have a presence in Allentown and extremely pleased to combine our offerings. For those of you who don't know CT, their team has over 270 years of combined cryogenic experience. And Rick and team, you heard Wade and Merck sing, and you've seen me dance, so we're officially throwing the Jerusalema Dance Challenge over to you and your team.
Cryo Technologies is a global leader in custom-engineered process systems to separate, purify, refrigerate, liquefy, and distribute high-value industrial gases such as hydrogen, helium, argon, and hydrocarbons with design capabilities for cold boxes for hydrogen and helium use. The distribution systems Cryo Technologies supplies are located within the helium and hydrogen liquefaction facilities and are inclusive of trailer loading systems, which facilitates the first step in product distribution.
All of this fits directly into our strategy of taking advantage of the interlinkages of the clean power, water, food, and industrial nexuses. You can see on slide three the expanded capabilities Cryo Technologies brings to that offering. This transaction adds yet another key technology to our energy transition portfolio. CT's hydrogen and helium liquefaction know-how and demonstrated experience, combined with Chart's wide-ranging equipment collection, offers our customers one-stop shopping for the entire liquefaction value chain.
Slide four of the supplemental deck provides some background about Cryo Technologies and their global liquefaction experience. The company was formed in 1995, and as I said earlier, we've worked together for over 20 years, with us providing the brazed aluminum heat exchangers to Cryo Technologies' liquefaction projects. So why is this deal so synergistic and natural for our two companies to come together?
Some examples of the ways our companies benefit each other include: first, similar to the BlueInGreen acquisition in water treatment we did at the end of last year, where we would consistently be the equipment provider chosen with their process technology. We consistently would provide equipment with CT's processes. As we've said, our commercial pipeline for specialty products, in particular hydrogen, is extremely active. CT's is too.
This combination increases capability and capacity for both of our active hydrogen and helium liquefaction pipeline of commercial opportunities, which is inclusive of design and installation. Joining Chart offers the opportunity for Cryo Technologies customers and end users to have greater direct access not only to hydrogen distribution equipment, but also add-on technologies in the renewable space, such as carbon capture, water treatment, and access to our partners in the hydrogen generation and consumer distribution arenas.
I have to say, our engineering and commercial teams are pretty darn excited about this combination of our companies. On Friday, I was at a customer with our Chief Commercial Officer, who we call Joe Selling Belling, and our Chief Technology Officer, Doug Ducote, and I asked them to give me a way to describe this deal.
The best response was, "Chart and Cryo Technologies, a combination so awesome it can clap with one hand." Now, that's pretty silly, but back to being so serious here, in addition to a post-synergy EBITDA multiple low to mid-single digits, the acquisition is immediately accretive to us, bringing expected revenue in 2021 of $30 million and non-dilution associated earnings per share of $0.15-$0.20. This will be additive to our already expected 2021 guidance reads, which we'll share in full on Thursday with you. On the next slide is our specialty product addressable market sizes for the near term, a slide that you have seen previously but continues to expand. Our hydrogen addressable market of $1.1 billion is now $2.1 billion, the result of two things in the last week. First, previously, our addressable market did not include any potential for our liquid hydrogen onboard vehicle tanks.
Our joint development agreement with Ballard Power Systems for heavy-duty transportation applications, the progress of our liquid hydrogen onboard vehicle tank through prototype and testing in the shop, and the commercial interest of Class 8 commercial truck customers for these applications gives us confidence to increase our TAM by $200 million for this.
Second, today's addition of expanded hydrogen liquefaction capabilities and commercial pipeline opens up the very broad liquefaction process market for which our combined content, Chart and Cryo Technologies on these projects ranges from $15 million-$100 million each. Our combined content would be inclusive of the liquefier, storage, and trailer loading, and these estimates are for 5-ton-per-day to 60-ton-per-day plants. We are expanding our total addressable market by $800 million for this.
CT also opens us up to the helium market and provides access to large helium liquefaction projects, which require storage, ISO containers, and transport core Chart equipment. Helium is very essential for welding gas and is in high demand. It is used extensively for the most stringent leak testing requirements, and given that it liquefies at the coldest temperature of any molecule, think about this, it's actually colder than hydrogen, and it's an inert gas, so it won't burn or react, which is helpful in applications where a small molecule is needed, typically many industrial applications.
There is a significant amount of helium activity in Russia right now, with some industry experts predicting that Russia will become the helium capital of the world in the next decade. Rick and his team are currently working on multiple helium liquefaction commercial opportunities, two of which are expected to move ahead at some point in this year.
We have sized our addressable market in the near term or the next four years for helium liquefaction at $250 million. This is based on an assumption of one to two plants per year. These additions bring our total specialty products addressable market size to $5.75 billion. Moving to the next slide, we continue to maintain our perspective that our strong free cash flow generation will be used to pay down debt and invest organically and inorganically in growth and productivity capital.
Our view of maintaining our net leverage ratio at or below two is unchanged, and you can see our December 31st pro forma for both our recent Svante carbon capture investment and today's acquisition is 2.01, which excludes the benefit from our investment in McPhy. If including the investment in McPhy benefit in the fourth quarter, net leverage ratio is 1.87. I'll now turn it over to Tawanda for Q&A.
Thank you. As a reminder, ladies and gentlemen, that's star one to ask the question. To withdraw your question, press the pound key. Again, that's star one to ask the question. Please stand by while we compile the Q&A roster. Our first question comes from the line of Connor Lynagh with Morgan Stanley. Your line is open.
Yes, thanks. Obviously, you guys have been delivering pretty quickly on a lot of the deals that you suggested were in the pipeline. I just wanted to get maybe an update from you. You're sort of thinking I think there were maybe one or two others that you had called out previously that were potentials, and so just wanted to get your feeling for strategic priorities in terms of integrating these deals that you've announced thus far and integrating the sales teams and things like that versus how much more you're potentially on the hunt here?
Yeah, good morning, Connor. So we do have a couple more potentials in the pipeline. We're very, very pleased with what we have so far, and around the integration side of things, our biggest opportunity is to continue to allow Cryo Technologies to build upon what they have and then have our engineers work together to go after these opportunities, optimize fabrication, have the kind of full integration of our manufacturing and equipment capabilities and their process capabilities to really offer a great package to the dozens of liquefaction potential projects in our commercial pipeline.
So we'll be focused there really around engineering the commercial opportunities. In terms of the other M&A deals, I got to say I've kind of learned my lesson about really sharing much detail on that because either the shareholders get out over their skis or my competition decides they're going to kind of try to take one out from me. So all I can tell you is that we do have a pipeline, but these are more in the line of $15 million-$30 million type investments, so I'll leave it at that.
Okay, thank you. And maybe more focused on this deal here as a follow-up. I think you gave some color on this, but I'm admittedly a little dense on the engineering side. So could you just help me think through in terms of what products are added and what capabilities are added? How does your legacy content work with the new content here, and how should I think about? I think you gave some incremental content opportunity, but if you could just run through that again, legacy versus incremental for what you've got here?
Sure. So the number one thing to think about is our brazed aluminum heat exchangers work with CT's liquefaction processes, and that's a very nice match, and it will continue to go, but it'll be going together now instead of one of us getting the order and the other one kind of being a sub to each other. So the brazed aluminum heat exchanger is a key part of liquefaction.
If you look at the rest of the distribution side of things and other equipment, there's quite a bit on the storage tank side that we have on the D&S, and there's also transport opportunities as these projects look at how do they transport the molecule after the molecule's produced. There's quite a bit of loading that's within the site, as I referenced in my prepared comments.
So for us, this is really about adding additive from an equipment perspective, but we also both Rick and his team and Doug and our team do quite a bit on liquefaction, and in some cases, we're both bidding on the same projects for hydrogen liquefaction. And there's not many hydrogen liquefaction companies out there in the world that can do what Cryo Technologies can do and that can do what Chart can do, and so putting it together is pretty meaningful in terms of upping that win percentage in the pipeline.
So I think that's another way for you to think about the additive nature of this. Helium, we have helium storage tanks on the DNS side of the business, but we have never had helium liquefaction, and very rarely have our brazed been used in helium applications.
And so this is really what I consider a greenfield market for Chart, where CT has an extensive amount of experience in helium. And this is a molecule that is highly sought after and in most years is in high demand, whereas other molecules kind of have ups and downs in terms of their demand level. We see most of the helium applications outside of the United States, and so by having CT have these relationships and in some cases even having the only helium liquefaction facility that is of a certain size, that's a huge benefit to the entry point for our equipment.
Got it. Self-report. Thank you.
Thanks, Connor.
Thank you. Our next question comes from the line of Rob Brown with Lake Street. Your line is open.
Hi, Jill.
Hey, Rob.
Just a little bit more on the process technology. Is this really specific to hydrogen and helium, or are there other applications of different molecules that this technology maybe brings to you?
There's other applications that it brings to us as well. The way to think about the process in general is when you're handling the hardest molecules to handle, i.e., helium and hydrogen, you can handle pretty much any other molecule. And so there's multiple different avenues of synergy opportunity that we see. As you know, IPSMR and IPSMR Plus for us is very active on the LNG side, both on the potential mid-scale projects that we see a couple of rolling to FID, but also on the small-scale side.
And there's a lot of micro-scale, people have different definitions for micro, but micro and small-scale liquefaction opportunities where LNG providers are thinking about the future, whether that's 2030 or 2035. And as they build small-scale facilities, they're thinking about, "How do I make it hydrogen-ready?" as an example.
So there's quite a bit of opportunity for this to be building upon what our philosophy and our strategy is, which is at the end of the day, the power solution out there is going to be a hybrid of multiple different molecules. But he or she who figures out how to handle these molecules from the process all the way through to the equipment storage is going to be able to solve the cost and the scale issue that's going to unfold as the decade goes on. So this is a really nice addition to that part of our strategy.
Okay, great. Maybe just on the competitive front, who else sort of does the technology in the hydrogen side that CT does, and I guess what else is out there for competing technologies?
We're aware of very few. We certainly see some of the industrial gas majors have kind of the process side that is being looked at expanding into some of these other molecules. There's niche companies that are small and starting up on the process side. We see very few, very little competition on the liquefaction elements.
We see more competition in general on the gaseous side of the house. So I would go so far as to say that we have a very, very unique offering that doesn't have a competitor out there, but there are competitors within aspects of CT's and Chart's businesses. So kind of that same concept that we've said all along for Chart, where we don't have a peer at the total Chart level, but as you delve into specific product categories or specific processes, there are competitors in each one of those.
Great. Thank you. I'll turn it over.
Thanks, Rob.
Thank you. Our next question comes from the line of Eric Stine with Craig-Hallum. Your line is open.
Hi, Joe. So I mean, obviously a pretty attractive multiple here, and I get why this is attractive to Chart. Just curious, I mean, if you can provide any backstory on how this came together. Has this been something that's been in the works for a while, or was there some motivation on CT's side to get this done? Any color would help.
Sure. So we have desired to partner with CT for a long time, and we had a really good relationship over the years in terms of kind of supplier-customer. And I would say the fundamental element of both of our companies is high engineering expertise.
And when you have respect for each other in the engineering side of things, that really builds a good rapport as time went on. Rick and his team have, I'm certain, have had numerous opportunities to look at a potential sale of the business being as unique as they are, and we've just kept the dialogue going. And as that dialogue continued on, we found lots of synergies as we talked and got to know each other.
Over the last four or five months, Rick and his advisor, Rich, and myself and our team just kind of said, "Hey, this feels right right now." We both, I think, have been fair to each other throughout getting to the point we're at today, and we really see that kind of, as we called it, the match made in liquefaction heaven. But the reality is that it's a good match.
It feels like the right time, and I think Rick felt the same way about that. But it's always nice to do this with a partner that you have a long-standing relationship and you know how they operate their business. I would also say that you know Eric, you know us probably better than most, and we are super pleased when we can do this without bankers.
No offense to the bankers on the line, but it makes for a lot of collaboration, and it allows you to get out of the gate fast after you close because you know each other really well. So all in all, I don't know that that necessarily answered kind of why exactly at this moment in time, but that's the backstory there. And I have to say that I'm so happy today because I am certain there were many other suitors out there, and it just pleases me that we ended up with two highly skilled engineering teams in the cryogenic space together because it's huge for both of our teams.
Nope, that's great color. Thanks for that. Maybe just last one for me. Just curious on the aftermarket business. I mean, what does CT's aftermarket business look like? Is that something you plug right into your business, or is that something that you think as part of your platform you can grow that?
So what we like about the combination is the front and the back end. So what I would consider is design and install being the front end, and then the aftermarket element is the back end. We think we can bring a lot more to the service element and the aftermarket side simply because they spend a lot of their time on the upfront design and engineering, and we do much more on the welding and the knuckle-dragging type of manufacturing.
And so by having that set up from the beginning, we'll be able to come in on the aftermarket side and really grow that element on these facilities. So I see that as a significant growth potential area from the combination. And I wouldn't. Don't sell the design and installation aspect short.
As you know, that's a key part of how we get into projects early, and that's also a key part of how CT gets into their projects early. And with that, and the combination of us now having our 26 little manufacturing facilities closer to these projects, we're really going to be able to offer an even more cost-competitive answer for our customers while still generating a decent margin.
Got it. Thanks, Joe.
As always.
Thank you. Our next question comes from the line of JB Lowe with Citi. Your line is open.
Hey, good morning, Joe.
Hey, good morning, JB.
Hey, I just got to say, Wade and Eric, that was an incredible version of Allentown. She said to mention that. I can't believe no one had mentioned it yet.
We had a moment of audio issue there, but they got past it.
It worked. It worked. I just had a question on helium since that's kind of the market potential for hydrogen is pretty well known. I'm just wondering, is there anything on the helium side? I mean, I know it's used in some electronic manufacturing, some other manufacturing processes. It's used in space applications. Is there anything on the helium side in terms of growth potential that could mirror the potential hydrogen, or is it more of a steady grower?
Generally, it's been more of a steady grower, but we're hearing more and more in the last nine months from our customers. So even before Rick and I got going on this, we were hearing from the big oil companies questions around how could we handle storage equipment and transport equipment for helium.
That was primarily between the Middle East and Europe, kind of where we were hearing a lot of that discussion. There's probably some growth pent-up there, but from what we know right now, I wouldn't size it comparably to hydrogen. I do think it's consistent, and it's the only molecule, right, that can essentially stay at near absolute zero temperatures. It's extremely important, as you said, in the semiconductor area and applications where flammability might be a concern. So I see it as a nice growth area, but I haven't seen that fervor around it as you see on hydrogen right now.
Okay. Fair enough. And I know that a lot of the kind of next wave of at least supply is going to come from Russia, at least in terms of helium. Is there going to be a lot of liquefaction facilities built in Russia? Is this something that - is this a sales area that you guys are focused on? What's your presence like in Russia today, and what do you think about the helium opportunity there?
Yes. So I definitely think there's going to be multiple liquefaction plants for helium in Russia and surrounding areas there. Right now, we have a considerable amount of activity in Russia on the LNG side of our business, and we'll share a little bit more about that on Thursday with you.
And so it's been on storage equipment, fueling stations, and transport has been our primary experience, and that's been getting way more active in the last two months. And so from the helium liquefaction side, with the familiarity we have with CT's pipeline, Russia is definitely going to be an active market in the next three years.
Okay. Great. Thanks.
Thank you.
Thank you. Our next question comes from the line of Marc Bianchi with Cowen.
Hey, thanks. I wanted to talk about the kind of broader global market you have and the strategy with the M&A that's been happening. A lot of great deals, a lot of smart deals. But I'm wondering, if we look at the slide with the addressable market, how much of that would you say competes against your industrial gas customers? So the question is really, at some point, situation where you're acquiring stuff, the capability, and you're competing with your customers, and does that become a concern at some point?
Yeah. So very little of what's on the slide for the addressable market competes directly. And part of our strategy - we've been very clear about this - is that we don't want to own the molecule. We want to own the process and the equipment around it, but it's not our intent to be the producer of the molecule and own the molecule, lease the molecule.
So it's very clear on that side of things. And that differentiation is extremely important when you start to look at the core aspects of the industrial gas majors' businesses. If you look at some of the areas that some of them are expanding into, it's actually probably the opposite. Instead of us expanding into their sandbox, a little bit of them taking on some equipment areas and a little bit more of the value chain on hydrogen.
Overall, the hydrogen market is extremely collaborative right now, and we think that's going to continue on. And so even where there's the potential for one of the IG majors to be able to produce their own key piece of equipment that we also produce, typically they don't either have the preference to do that or they have a certain amount of capacity, and then the overflow capacity will come to us.
So far, we've stayed really disciplined on that, and we plan to continue to stay very disciplined on that. We also are very fulsome in terms of the deals, as you referenced, that we've done over the last four months, and we're going to really take advantage of that commercial opportunity there, much of which is also with the IG majors. I would point out that Cryo Technologies as well has good working relationships with those majors.
Yep. Okay. Great. And then sticking with the market opportunity, I think when you were at $1.1 billion for hydrogen after you did, I think, HTEC, the kind of opportunity you were sizing is sort of 60%-70% capture of that $1.1 billion. I'm curious how that looks now with the updated $2.1 billion addressable market.
You are correct. That's what we said on that 1.1, and I'll leave it at that. But you know my philosophy on how I think about that. I think we have a really differentiated position on this liquefaction side of things. So that could generate it to be higher, but let's just knock it out of our seats.
Yep. Okay. Thanks a lot, Joe. Turn it back.
Thanks, Marc.
Thank you. Our next question comes from the line of Martin Malloy with Johnson Rice. Your line is open.
Good morning. Congratulations on the acquisition.
Hi, Marty. Thank you.
I just had a question. Maybe you could talk about if there's any EPC risk involved in these projects that CT does on the installation part, or how does the risk sharing typically take place on these projects?
No, they don't act as an EPC on these projects, as you know we don't as well. Certainly, each party involved takes their portion of the risk, as you would expect in typical T&C negotiations. But you would have, depending on the size of the facility, you would also have a construction party that's involved. It might not look as a large-scale LNG kind of typical EPC looks, but there's a local construction firm that handles the, I don't want to say the wrap because that implies a balance sheet implication, but handles the overarching construction with the entire balance of plant.
Okay, and could you talk maybe a little bit more about the customers here that CT has traditionally served, and if they have any patents or anything protecting their technology or designs?
Tons of patents out there with them. And this is, as we commented, I think I only said once in the prepared remarks, just the global nature of their experience in the projects. So in terms of their project activity, it's fairly evenly split between the U.S. and outside of the U.S. And the patents are appropriately filed, and the technology's protected. I would say if you compared what they've done and how they've gone about ensuring protection on their process and technology, almost their entire staff is engineers, and engineers think about that stuff. So that's very, very well protected.
Great. Thank you very much.
Thanks, Marty. Have a great day.
Thank you. As a reminder, ladies and gentlemen, that's star one to ask the question. Our next question comes from the line of Tom Hayes with Northcoast. Your line is open.
Hi, thanks. Good morning, Joe.
Hey, Tom. How's it going?
Good. Hey, just one quick question here. I guess in the release, you guys talked about a little bit today that CT certainly helps with the storage and the distribution through ISO containers and transport on the helium side. Is that complementary to the Worthington acquisition that you did late last year as far as the ISO containers and transport?
It is very complementary, and we expect that to continue to grow, and one of the other things that we are excited about is, as some of these liquefaction projects that CT has potentially in their pipeline that are outside of the United States, leveraging our ability to make ISO containers in China, leveraging our soon-to-be hopefully approved ISOs in India and the manufacturing locations in the Czech Republic, etc., give us a lot of capacity and also a lot of capability to be flexible around that side of things, so yeah, super excited about that, and then the trailers are just a really nice piece of that value chain and that logistics element of distribution associated with these facilities.
Great. Appreciate the color.
Thanks, Tom.
Thank you. Our next question comes from the line of Craig Shere with Tuohy Brothers. Your line is open.
Good morning, Jill.
Hi, Craig.
Maybe instead of opining on competitively sensitive size and areas of ongoing M&A, can you give us some color around where we stand in the ongoing timeline? To use a baseball analogy, are we near the seventh-inning stretch or still in the early innings here?
Well, it's kind of hard to say that based on the different sets of deals and where they are in the pipeline, I think, is probably the best way to characterize that. And also, if there were deals that are not actionable now but could become actionable over the course of the next 12 months, that would come into play as well.
But yeah, we don't have anything that's currently imminent in the next, we won't have an acquisition call in the next three weeks type of thing, or the next four weeks type of thing. But in terms of what we have, we like where we are on the carbon capture side. We like where we are on the hydrogen side, but there's pieces and parts that could be nice componentry adds to that.
A lot of our investment in the hydrogen side is actually organic through Ducote's global engineering team. So that's more of an organic development side of things. But there's certainly areas in the specialty products that if one of the ideal targets comes into play, we chase it. But right now, I think this would cover it for the first quarter.
Very good. And I wanted to dig into this one billion increase in the hydrogen total addressable market. Could you provide any sense of the relative impacts of today's news versus the recent Ballard coordination announcement? Is the TAM still about a three-year cumulative outlook? And how would you think about the 2024 annualized run rate?
So yes, we've always kind of said three to four years, whether it's plus or minus 12 months in our world, as you know, is not a huge amount of time.
But yes, that near-term market size from the discussions and the activity we've had with the heavy-duty transport side of the market, we were kind of hesitant to put anything into the addressable market until now for that because we wanted to make sure that we had the tank ready to go, and so we're at that point where it's gotten through the shop, we've got a prototype, and it's going to be out there in the market this year, mid-year, so that was a key part of that, and then the agreement with Ballard certainly helps facilitate that, again, that full solution offering to those types of customers.
And we also like the fact that it's not just for the heavy-duty truck market, right? It's for general heavy-duty transportation. And you see news all the time about hydrogen for trains and hydrogen for buses and you name it. There's a lot of opportunity for that equipment to work on this heavy-duty side of things.
So between the Ballard agreement giving us a more fuller solution and where our internal R&D situation is on the tank itself, we felt comfortable at this point that we start to see orders around this in 2021. Today's announcement is very meaningful on the liquefaction side. So that was a big bump from the 1.1 to the 2.1 is around the liquefaction experience in the world that CT has. And it's always hard to have your first one out there.
Nobody really wants to try, nobody wants to try your process out as the first one, and CT's got way past first one, so that's a big contributor to our confidence level of being able to achieve a significant portion of that addressable market. In terms of the run rate in 2024, I'm going to have to defer that to you guys to sort out kind of what you think the percent of the market that we'll have at that point, and I'll share some growth figures with you guys on Thursday during our earnings call.
Great. Thank you.
Thanks, Craig.
Thank you. I am showing no further questions in the queue. I would now like to turn the call back over to Jill for closing remarks.
All right. Well, I hope some of you stayed on for this. My normal thank you, and we'll talk to you on Thursday, but we're going to leave you with another rendition of Allentown.
We're vibing here at Allentown where the technology is really sound.
All right. So I think that's enough for today. Thank you. Thanks, everybody. We'll talk to you Thursday.
Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.