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Chart Industries Reports 2019 Fourth Quarter and Full Year Results

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ATLANTA, Feb. 13, 2020 (GLOBE NEWSWIRE) — Chart Industries, Inc. (NASDAQ: GTLS), a leading diversified global manufacturer of highly engineered equipment for the industrial gas and energy industries, today reported results for the fourth quarter and full year ended December 31, 2019.  Further details can be found in the supplemental presentation included with this release.  Highlights include:Full year record orders of $1.413 billion, a 23.7% increase (10.8% organic) over full year 2018, driven by record orders in trailers, LNG fueling stations, cryogenic equipment in India, lasers, hydrogen, cannabis and water treatment.Record backlog ($762.3 million), up 34.2% from the fourth quarter of 2018 (32.2% organic increase) driven by strong fourth quarter 2019 orders including the highest order quarter in history for Distribution & Storage Western Hemisphere (“D&S West”).Received engineering release in December 2019 for a Big LNG project for which orders are expected to be received in 2020.Full year record sales of $1,299.1 million, a 19.8% increase over 2018 supported by record organic sales.Full year reported earnings per diluted share $1.32 included substantial transaction, integration and restructuring costs, resulting in full year record adjusted diluted EPS of $2.52.  The one-time costs in 2019 were related to restructuring and integration work that is expected to return $38.3 million annually beginning in 2020. Increased 2020 base revenue guidance to $1.645 billion to $1.710 billion and base adjusted diluted EPS guidance to $4.90 to $5.50, reflecting timing and strength of fourth quarter 2019 order activity.Fourth quarter orders of $343.5 million, a 20% increase over the third quarter of 2019, contributed to record full year orders of $1,412.9 million. Fourth quarter sequential organic order growth was over 20% in three of our four segments compared to the third quarter of 2019.  We booked 37 orders greater than $1 million each, including a $23 million PDH plant, a $12 million crystallizer equipment order and a $9 million small-scale terminal order.  In the fourth quarter 2019, D&S West had its highest order quarter in history, and included a $21 million LNG by rail order, the first of its magnitude for our Gas By Rail (“GBR”) unique offering.  Energy & Chemicals Cryogenics (“E&C Cryo”) orders of $54.4 million was a 55% increase over the third quarter of 2019, with no significant Big LNG orders received in either quarter.  Consolidated full year 2019 record order levels increased 24% (10.8% organically) over the full year 2018 and were supported by record orders in lasers, cannabis, hydrogen, water treatment, LNG fueling stations, trailers and cryogenic equipment in India.Our high demand is driven by two key areas in the business: global clean energy infrastructure buildout and specialty markets.  As we support countries and customers in their efforts to move toward carbon neutral environments, demand for our LNG fueling stations, trailers, small-scale offerings and other infrastructure related products continues to increase.  LNG fueling stations set record order levels in 2019, with 55 stations compared to 30 in 2018.  Additionally, 2019 is our second consecutive year of record orders for trailers, with a 9.4% increase over 2018.  In the fourth quarter, we received a $9 million order for a small-scale terminal in the Caribbean, and in January 2020 announced the receipt of the letter of intent for IPSMR® and cryogenic equipment for Eagle LNG’s Jacksonville small-scale LNG terminal for which we expect the order and full notice to proceed in 2020.Under our MOU with AG&P, we have begun to contribute to the infrastructure buildout in India, including 5 related stations ordered at the end of December.  We also are seeing considerable activity with Indian Oil Corporation Limited (“IOCL”), with whom we have an LNG-oriented MOU and who recently executed an MOU with ExxonMobil India LNG to work together on the LNG opportunities in the region.  Not only are we seeing LNG related work from IOCL, we received a $2.3 million order in January 2020 for an IOCL refinery.  Our Indian facility is currently equipped to serve Indian Prime Minister Modi’s “Make in India” requirement for many Distribution & Storage products, and as part of the Air-X-Changers integration, will be manufacturing our first non-U.S. air cooled heat exchanger by the end of the first quarter 2020.India activity isn’t contained to just the global infrastructure buildout.  D&S East received a $2.7 million order from India Space Research Organization (“ISRO”) in the fourth quarter for hydrogen tanks, a sign that our specialty markets are expanding beyond just D&S West.  Our equipment and solutions for the specialty markets help our customers achieve their sustainability and carbon neutral emissions targets with hydrogen being a key component.  We design and build liquid hydrogen storage tanks for customers who integrate them into hydrogen fuel cell vehicle fueling stations for cars, buses, and forklifts.  Hydrogen fuel cell vehicles have zero tailpipe emissions while traditional transportation accounts for 17% of global CO2 emissions.  Another anticipated significant growth driver in specialty markets for 2020 is our LNG vehicle tank solution for over the road trucking.  In the fourth quarter 2019, orders and sales were lower than anticipated as a key customer chose to move full production to a new Chart model tank design.  Not only will these orders and sales move into 2020, the customer has indicated higher volumes due to this product transition.  Additionally, we expect a new over the road trucking customer outside of Europe to begin production in the second half of 2020.  With the increased forecast provided by customers and the increasing movement to expedite cleaner fuel options in Europe, we are nearing completion of the European LNG vehicle tank capacity expansion project.  First deliveries are expected in the second quarter of 2020.  Once ramped-up, we expect our LNG vehicle tank capacity will more than double to over $200 million dollars of potential revenue throughput annually. The order strength throughout 2019 contributed to full year record sales both including and excluding Air-X-Changers and VRV.  Full year sales of $1,299.1 million represents a 19.8% increase over 2018. Even with the record full year sales in 2019, backlog ended at $762.3 million, the highest in our history.  This record backlog is an increase of 34.2% from the fourth quarter of 2018, or a 32.2% organic increase.  The fourth quarter book to bill ratio was 1.0, with book to bill ratios of 1.2 in both D&S East and West.  Backlog includes approximately $125 million of Venture Global Calcasieu Pass project revenue, of which $100 million is expected to be recognized in 2020.  Backlog does not include additional Big LNG project orders as of December 31, 2019, although in the fourth quarter 2019 we received an engineering release for one of the Big LNG projects that we expect orders to be received in 2020.  We continue to expect orders between $700 million and $1 billion of additional Big LNG projects in 2020, in particular, Tellurian’s Driftwood (Phase 1, 16.6 MTPA) and Cheniere’s Corpus Christi Stage Three.  Tellurian has all permits secured, including the December FERC approval to move ahead with groundwork at the site.  Tellurian announced last month that they have “already made the decision to go forward with this project.  The only thing remaining is the incremental notice that is given at the end of financing” which is expected to occur by mid-2020.  Cheniere has indicated a 2020 Final Investment Decision (“FID”), and will leverage their existing infrastructure at Corpus Christi to move ahead quickly.  Additionally, we are beginning to see orders related to optimization and retrofitting of existing LNG export terminals, with a $1 million air cooler order received in early January related to this type of work.“Significant demand in the fourth quarter of 2019 for our cryogenic equipment in both global infrastructure applications as well as specialty markets contributed to 2019 record orders, sales and backlog for Chart” said Jill Evanko, Chart’s President and CEO.  “With the expectation of continued broad-based order strength throughout 2020 as well as additional Big LNG orders, we expect 2020 to be another record year.”Fourth quarter reported diluted earnings per share (“EPS”) of $0.34 included many one-time and unusual items that will not repeat in 2020.  The one-time items related to restructuring costs ($0.23), integration costs ($0.14), transaction and other costs ($0.08), including the mark to market on our investment in Stabilis.  Offsetting to these addbacks was a reduction to adjusted earnings per share of ($0.07) for tax effect.In the fourth quarter and throughout 2019, we completed the majority of our right sizing cost efforts incurring significant one-time costs but driving $13.2 million of projected annualized cost savings included in our 2020 outlook.  In addition, we completed $25.1 million of integration cost synergies, also included in our 2020 outlook.  These actions were primarily associated with headcount reductions, facility consolidations, operational improvements and product line rationalization. We have completed our first year of ownership of VRV and will no longer include VRV related integration costs in our adjustments going forward.  The business in 2020 will reflect the integration efforts of 2019, including the insourcing of our inner and outer vessels, 12 new customers from the combination of the businesses ($16 million of order synergies with record India orders).  With higher margin backlog as of December 31, 2019 from shipping pre-acquisition low and negative margin orders and standardizing on tank designs, we expect VRV to be at the originally assumed run-rate operating margin of 12% in 2020.Through year end 2019, we have achieved $20 million of our targeted $29 million of cost synergies from the Air-X-Changers integration, with the biggest impact from the completion of the consolidation of three Tulsa, Oklahoma facilities into one.  The remaining $9 million is expected to be completed by June 30, 2020 and will positively impact the second half of 2020.Between the organic restructuring and acquisition synergies, we have completed $38.3 million of expected annualized run-rate savings in 2019.  This, combined with the record order and sales year, contributed to full year 2019 reported diluted earnings per share of $1.32, and when adjusted for one-time costs, $2.52 of adjusted diluted EPS, a 24.8% increase over 2018 adjusted diluted EPS and the highest in our history.  The restructuring and integration completed in 2019 sets 2020 up positively from a gross margin and a SG&A perspective.  Full year gross margins and SG&A both reported and normalized by segment were as follows:Full year normalized SG&A of $195.5 million is 15% of sales, compared to full year 2018 normalized SG&A of $175.4 million, or 16.2% of sales.  The 2020 SG&A run rate is expected to stay at 2019 normalized levels, even inclusive of the additional volume and big LNG included in our outlook.Finally, working capital discipline in 2019 led to free cash flow of $123 million, excluding the acquisition purchase price for the Air-X-Changers purchase and inclusive of the first six-months of 2019 for Air-X-Changers (includes $19.8 million of AXC free cash flow from January to June 2019).OUTLOOK 2020The noisy fourth quarter 2019 is expected to positively impact 2020.  These include: (1) revenue shortfall of $30 million to prior guidance, driven by timing of fourth quarter orders from earlier in the quarter to December or into the first quarter of 2020.  Specifically, we booked over $65 million of orders in the last two weeks of the year and over $120 million in the month of December, none of which could be shipped or recognized as revenue in 2019.  We expect $30 million of fourth quarter 2019 timing changes to be recognized in 2020, with associated diluted earnings per share ($0.15 to $0.20) also in 2020; and (2) inefficiencies from ramp up costs associated with our Big LNG 2020 manufacturing activity and the capacity expansion for trailers and fueling stations in D&S East.  The estimated impact of these costs to diluted earnings per share in the fourth quarter was $0.12 to $0.15 also reflected in our 2020 guidance.  We expect that with the associated volumes in 2020, these inefficiencies will repeat in the first quarter of 2020 but be absorbed by the second quarter.Our 2020 guidance includes one Big LNG project’s revenue (Venture Global Calcasieu Pass).  Any additional Big LNG orders, which we do anticipate receiving in 2020, are not included in the outlook.Revenue:  Our revenue outlook is $1.645 billion to $1.71 billion, compared to the prior total revenue outlook of $1.615 to $1.68 billion.  The increase is driven from the timing shifts of fourth quarter 2019 orders and revenue.  Both guides are and were inclusive of $100 million dollars of Calcasieu Pass related revenue.  While we expect to receive formal notice to proceed (“FNTP”) on Driftwood and Cheniere Corpus Stage 3 Big LNG projects in 2020, these opportunities are not included in our current revenue or earnings per share guidance.Adjusted Diluted EPS:  We expect full year adjusted earnings per diluted share to be in the range of $4.90 to $5.50 per share, on approximately 36.1 million weighted average diluted shares outstanding.  This is an increase from our prior outlook of $4.75 to $5.25 per share.  This excludes any restructuring costs and transaction-related costs, or any dilution associated with our convertible notes, and as such is a non-GAAP measure. Timing within the year: The 2020 outlook is weighted to the second half of the year for both revenue and earnings.  Typically, the first quarter of the year is our lowest quarter, and we expect that will hold true in 2020, with expected results at or slightly below our fourth quarter 2019 results.  Additionally, Calcasieu Pass revenue recognition will primarily be in the third and fourth quarters.Tax rate:  Our 2020 tax rate is assumed at 20%.  This is an improvement from our prior outlook’s tax rate of 21%, driven by the strategic tax planning efforts completed in the fourth quarter of 2019.Capital Expenditures:  Our capital expenditure outlook remains between $35 and $40 million, inclusive of $30 million of maintenance capex and between $5 and $10 million related to our productivity and strategic capacity expansion activities.  Note that this range is consistent with our 2019 actual capital spend of $36.2 million.Free Cash Flow:  Our free cash flow outlook is $180 million to $210 million, inclusive of $30 million of free cash flow related to Calcasieu Pass.FORWARD-LOOKING STATEMENTSCertain statements made in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include statements concerning the Company’s business plans, including statements regarding completed acquisitions, cost synergies and efficiency savings, objectives, future orders, revenues, margins, earnings or performance, liquidity and cash flow, capital expenditures, business trends, governmental initiatives, including executive orders and other information that is not historical in nature.  Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of such terms or comparable terminology.Forward-looking statements contained in this presentation or in other statements made by the Company are made based on management’s expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those matters expressed or implied by forward-looking statements.  Factors that could cause the Company’s actual results to differ materially from those described in the forward-looking statements include:  the Company’s ability to successfully integrate recent acquisitions and achieve the anticipated revenue, earnings, accretion and other benefits from these acquisitions; and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recent Annual Report on Form 10-K filed with the SEC, which should be reviewed carefully.  The Company undertakes no obligation to update or revise any forward-looking statement.This presentation contains non-GAAP financial information, including adjusted earnings per diluted share, net earnings adjusted, and free cash flow.  For additional information regarding the Company’s use of non-GAAP financial information, as well as reconciliations of non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), please see the pages at the end of this news release and the slides titled “Q4 and Full Year 2019 adjusted diluted EPS” and “Free Cash Flow Reconciliation” included in the appendix at the end of this presentation.Chart is a leading diversified global manufacturer of highly engineered equipment servicing multiple market applications in Energy and Industrial Gas.  The majority of Chart’s products are used throughout the liquid gas supply chain for purification, liquefaction, distribution, storage and end-use applications, a large portion of which are energy-related.  Chart has domestic operations located across the United States and an international presence in Asia, Australia, Europe and the Americas.  For more information, visit: http://www.chartindustries.com.USE OF NON-GAAP FINANCIAL INFORMATIONTo supplement the unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP in this news release, certain non-GAAP financial measures as defined by the SEC rules are used.  The Company believes these non-GAAP measures are of interest to investors and facilitate useful period-to-period comparisons of the Company’s financial results, and this information is used by the Company in evaluating internal performance.  See the pages at the end of this news release for the reconciliations of adjusted earnings per diluted share, net earnings, adjusted, and free cash flow, the non-GAAP measures included in this release.With respect to the Company’s 2020 full year earnings outlook, the Company is not able to provide a reconciliation of the adjusted earnings per diluted share because certain items may have not yet occurred or are out of the Company’s control and / or cannot be reasonably predicted.CONFERENCE CALLAs previously announced, the Company will discuss its fourth quarter and full year 2019 results on a conference call on Thursday, February 13, 2020 at 9:30 a.m. ET.  Participants may join the conference call by dialing (877) 312-9395 in the U.S. or (970) 315-0456 from outside the U.S., entering conference ID 8278408.  Please log-in or dial-in at least five minutes prior to the start time.A taped replay of the conference call will be archived on the Company’s website, www.chartindustries.com.  You may also listen to a recorded replay of the conference call by dialing (855) 859-2056 in the U.S. or (404) 537-3406 outside the U.S. and entering Conference ID 8278408.  The replay will be available beginning 1:00 p.m. ET, Thursday, February 13, 2020 until 1:00 p.m. ET, Thursday, February 20, 2020.For more information, click here:http://ir.chartindustries.com/See URL below for a link to our Supplemental Information for our 2019 Fourth Quarter and Full Year Results:http://ml.globenewswire.com/Resource/Download/67d8a7db-721e-4e58-ba3a-0da3194d88a2Contact:_______________
(1) Includes sales and operating income for AXC, included in the E&C FinFans segment results since the acquisition date, July 1, 2019 as follows:
Sales were $103.1 and $43.2 for the year and quarter ended December 31, 2019, respectively, andOperating income was $4.6 and $2.0 for the year and quarter ended December 31, 2019, respectively, which included $18.4 and $7.3 of depreciation and amortization expense for the year and quarter ended December 31, 2019, respectively.(2) Includes sales and operating loss for VRV, included in the D&S East and E&C Cryogenics segments results since the acquisition date, November 15, 2018 as follows:Sales were $104.0 (D&S East: $57.1, E&C Cryogenics: $46.9) for the year ended December 31, 2019,Sales were $14.1 (D&S East: $10.3, E&C Cryogenics: $3.8) for the year ended December 31, 2018,Operating loss was $11.2 (D&S East: $9.7, E&C Cryogenics: $1.5) for the year ended December 31, 2019, andOperating (loss) income was $(2.0) (D&S East: $0.2, E&C Cryogenics: $(2.2)) for the year ended December 31, 2018, which included $1.5 of depreciation and amortization expense and $1.6 in expense recognized in the cost of sales related to inventory step-up.(3) Includes depreciation expense of:$11.2 and $7.8 for the three months ended December 31, 2019 and 2018, respectively, and$39.0 and $28.9 for the year ended December 31, 2019 and 2018, respectively.(4) Includes restructuring costs of:$2.3 and $0.9 for the three months ended December 31, 2019 and 2018, respectively, and$15.6 and $4.4 for the year ended December 31, 2019 and 2018, respectively.(5) Includes an expense of $0.2 and $4.0 recorded to cost of sales related to the estimated costs of the aluminum cryobiological tank recall for the three and twelve months ended December 31, 2018, respectively.
(6) Includes transaction-related costs of $5.4 for the year ended December 31, 2019, which were mainly related to the AXC acquisition.  Includes integration costs of $1.6 related to the AXC acquisition for the year ended December 31, 2019.
(7) Includes transaction-related costs of $2.1 for the year ended December 31, 2018, which were mainly related to the VRV acquisition.  Includes integration costs of $2.7 and $0.8 related to the VRV acquisition for the years ended December 31, 2019 and 2018 respectively.
(8) During the year ended December 31, 2018, we recorded net severance costs of $2.3 primarily related to headcount reductions associated with the strategic realignment of our segment structure, which includes $1.8 in payroll severance costs partially offset by a $0.9 credit due to related share-based compensation forfeitures.  Includes net severance costs of $1.4 related to the departure of our former CEO, which includes $3.2 in payroll severance costs partially offset by a $1.8 credit due to related share-based compensation forfeitures for the year ended December 31, 2018.
(9) Includes gain on sale of the CAIRE business of $34.3, net of taxes of $2.6, for the three months and year ended December 31, 2018.
(10) Includes an additional 0.84 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the year ended December 31, 2019.  The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”).  If the hedge could have been considered, it would have reduced the additional shares by 0.82 for the year ended December 31, 2019.
(11) Includes an additional 0.48 and 0.38 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the three and twelve months ended December 31, 2018, respectively.  The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”).  If the hedge could have been considered, it would have reduced the additional shares by 0.48 and 0.38 for the three and twelve months ended December 31, 2018, respectively.
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(1) Includes proceeds from the sale of CAIRE of $133.5 for both the three and twelve months ended December 31, 2018.
(2) Includes restricted cash and restricted cash equivalents of $1.0 for all periods presented.


CHART INDUSTRIES, INC. AND SUBSIDIARIES
OPERATING SEGMENTS (UNAUDITED)
(Dollars in millions)
_______________
(1) Includes sales and operating income for AXC, included in the E&C FinFans segment results since the acquisition date, July 1, 2019 as follows:
Sales were $103.1 and $43.2 for the year and quarter ended December 31, 2019, respectively, andOperating income was $4.6 and $2.0 for the year and quarter ended December 31, 2019, respectively, which included $18.4 and $7.3 of depreciation and amortization expense for the year and quarter ended December 31, 2019, respectively.(2) Includes sales and operating (loss) income for VRV, included in the D&S East and E&C Cryogenics  segments results since the acquisition date, November 15, 2018 as follows:Sales were $104.0 (D&S East: $57.1, E&C Cryogenics: $46.9) for the year ended December 31, 2019,Sales were $14.1 (D&S East: $10.3, E&C Cryogenics: $3.8) for the year ended December 31, 2018,Operating loss was $11.2 (D&S East: $9.7, E&C Cryogenics: $1.5) for the year ended December 31, 2019, andOperating (loss) income was $(2.0) (D&S East: $0.2, E&C Cryogenics: $(2.2)) for the year ended December 31, 2018, which included $1.5 of depreciation and amortization expense and $1.6 in expense recognized in the cost of sales related to inventory step-up.(3) Restructuring costs for the three months ended:December 31, 2019 were $2.3 ($0.4 – D&S East, $0.1 – D&S West, $0.1 – E&C Cryogenics, and $1.7 – E&C FinFans).December 31, 2018 were $0.9 ($0.8 – D&S East, $0.2 – E&C Cryogenics, and a credit of $0.1 – Corporate)(4) Restructuring costs for the twelve months ended:December 31, 2019 were $15.6 ($8.5 – D&S East, $0.9 – D&S West, $2.5 – E&C Cryogenics, $3.5 – E&C FinFans, and $0.2 – Corporate).December 31, 2018 were $4.4 ($1.4 D&S East, $0.6 – E&C Cryogenics, $0.1 – E&C FinFans, and $2.3 – Corporate).(5) Includes an expense of $0.2 and $4.0 recorded to cost of sales related to the estimated costs of the aluminum cryobiological tank recall for the three and twelve months ended December 31, 2018, respectively.
(6) Includes transaction-related costs of $5.4 for the year ended December 31, 2019, which were mainly related to the AXC acquisition.  Includes integration costs of $1.6 related to the AXC acquisition for the year ended December 31, 2019.
(7) Includes transaction-related costs of $2.1 for the year ended December 31, 2018, which were mainly related to the VRV acquisition.  Includes integration costs of $2.7 and $0.8 related to the VRV acquisition for the years ended December 31, 2019 and 2018 respectively.
(8) During the year ended December 31, 2018, we recorded net severance costs of $2.3 primarily related to headcount reductions associated with the strategic realignment of our segment structure, which includes $1.8 in payroll severance costs partially offset by a $0.9 credit due to related share-based compensation forfeitures.  Includes net severance costs of $1.4 related to the departure of our former CEO, which includes $3.2 in payroll severance costs partially offset by a $1.8 credit due to related share-based compensation forfeitures for the year ended December 31, 2018.

 _______________
(1) E&C Cryogenics segment orders for the year ended December 31, 2019 includes a $23 million order for a propane dehydrogenation plant.  E&C Cryogenics segment orders for the year ended December 31, 2018 includes a $13 million order for equipment for a natural gas liquids fractionation project.  This order shipped partially in 2018, and the remainder shipped in 2019.
(2) E&C FinFans segment orders includes $28.7 and $52.2 in orders related to AXC for the three months and twelve months ended December 31, 2019, respectively.
(3) Includes $11.2 in orders related to VRV (D&S East: $8.7, E&C Cryogenics: $2.5) for the twelve months ended December 31, 2018.
(4) Included in the E&C Cryogenics segment backlog for all periods presented is approximately $40 million related to the previously announced Magnolia LNG order.
(5) E&C FinFans segment backlog as of December 31, 2019, September 30, 2019 includes $31.5 and $47.7 related to AXC, respectively.
(6) Includes $31.5 in backlog related to AXC as of December 31, 2019 and $81.6 in backlog related to VRV (D&S East: $42.3, E&C Cryogenics: $39.3) as of December 31, 2018.

  _______________
(1) During 2019, we recorded $15.6 of restructuring costs primarily related to the consolidation of certain of our facilities including facility consolidation in our E&C FinFans segment, as well as departmental restructuring, including headcount reduction and streamlining commercial activities within our Lifecycle business in our previous E&C segment and geographic realignment of manufacturing capacity in D&S East.
(2) Includes $2.3 in expense recognized in cost of sales related to inventory step-up for 2019 related to VRV.  We also incurred $0.8 and $1.6 related to AXC integration activities during the three and twelve months ended December 31, 2019, respectively and $1.0 and $2.7 related to VRV integration activities during the three and twelve months ended December 31, 2019, respectively.
(3) Includes an expense of $0.2 and $4.0 recorded to cost of sales related to the estimated costs of the aluminum cryobiological tank recall for the three and twelve months ended December 31, 2018, respectively.
(4) Includes gain on sale of the CAIRE business of $34.3, net of taxes of $2.6, for the year ended December 31, 2018.
(5) Includes an additional 0.84 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the year ended December 31, 2019.  The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”).  If the hedge could have been considered, it would have reduced the additional shares by 0.82 for the year ended December 31, 2019.
(6) Includes an additional 0.48 and 0.38 shares related to the convertible notes due 2024 and associated warrants in our diluted earnings per share calculation for the three and twelve months ended December 31, 2018, respectively.  The associated hedge, which helps offset this dilution, cannot be taken into account under U.S. generally accepted accounting principles (“GAAP”).  If the hedge could have been considered, it would have reduced the additional shares by 0.48 and 0.38 for the three and twelve months ended December 31, 2018, respectively.
Adjusted earnings per diluted share is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to earnings per share in accordance with U.S. GAAP.  Management believes that adjusted earnings per share facilitates useful period-to-period comparisons of our financial results and this information is used by us in evaluating internal performance.  Our calculation of this non-GAAP measure may not be comparable to the calculations of similarly titled measures reported by other companies.
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Income from continuing operations attributable to Chart Industries, Inc., adjusted is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to net income in accordance with U.S. GAAP.  Management believes that income from continuing operations attributable to Chart Industries, Inc., adjusted, facilitates useful period-to-period comparisons of our financial results and this information is used by us in evaluating internal performance.  Our calculation of this non-GAAP measure may not be comparable to the calculations of similarly titled measures reported by other companies.

_______________Free cash flow is not a measure of financial performance under U.S. GAAP and should not be considered as an alternative to net cash provided by operating activities in accordance with U.S. GAAP.  Management believes that free cash flow facilitates useful period-to-period comparisons of our financial results and this information is used by us in evaluating internal performance.  Our calculation of this non-GAAP measure may not be comparable to the calculations of similarly titled measures reported by other companies. 
 
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Adjusted gross profit, adjusted gross profit margin and adjusted selling, general and administrative expenses are not measures of financial performance under U.S. GAAP and should not be considered as an alternative to gross profit, gross profit margin and selling, general and administrative expenses in accordance with U.S. GAAP.  Management believes that adjusted gross profit, adjusted gross profit margin and adjusted selling, general and administrative expenses facilitate useful period-to-period comparisons of our financial results and this information is used by us in evaluating internal performance.  Our calculations of these non-GAAP measures may not be comparable to the calculations of similarly titled measures reported by other companies.

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Brigadier Announces Increase to Private Placement

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Vancouver, British Columbia–(Newsfile Corp. – June 1, 2020) – Brigadier Gold Limited (TSXV: BRG.H) (the “Corporation“) announces that further to its announcement on May 11, 2020 regarding the non-brokered private placement of up to 7,000,000 units (the “Units“) of the Corporation at a price of $0.05 per Unit for aggregate gross proceeds of up to $350,000 (the “Offering“), the Corporation has increased the offering to up to 14,000,000 Units for aggregate gross proceeds of up to $700,000. The Units will be comprised of one common share in the capital of the Corporation (“Common Share“) and one Common Share purchase warrant (“Warrant“). Each Warrant entitles the holder thereof to purchase one Common Share for $0.10 for a period of one year following the date of closing of the Offering. The Corporation may pay a commission or finder’s fee to qualified non-related parties of up to 7% of the gross proceeds of the Offering, in cash.

As further described in the news release of the Corporation dated May 11, 2020, the Corporation has entered into an option agreement (the “Agreement“) with Rudolf Wahl and Mike Dorval to acquire a 100% interest in the Killala Lake South diamond property, consisting of forty-six (46) cell claims units located in Killala Lake, Foxtrap Lake Area Townships, Thunder Bay Mining District, Ontario (the “Property“), subject to reservation of royalties in favor of the Wahl Group (the “Transaction“). The Offering is being completed in connection with the Transaction.

The proceeds of the Offering are expected to be used to make payments under the Agreement, to complete the work program on the Property as recommended in the technical report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101“), and for general working capital and corporate purposes.

Completion of the Offering and Transaction are subject to regulatory approval, including TSXV approval, and in the case of the Transaction, the completion of a technical report on the Property in accordance with NI 43-101. The Corporation has applied to the TSXV to be listed as a Tier 2 mining issuer concurrent with the completion of the Transaction and the Offering. The Common Shares and Warrants issued will be subject to a four month hold from the date of the closing of the Offering.

Trading in the Common Shares of the Corporation will remain halted until the TSXV has reviewed and approved the Transaction.

For further information, please contact:

Brigadier Gold Limited
Ranjeet Sundher, Chief Executive Officer
(604) 377-0403
corporate@brigadiergold.ca

Reader Advisories

This news release contains statements which constitute “forward-looking information”, including statements regarding the plans, intentions, beliefs and current expectations of the Corporation, its directors, or its officers with respect to the future business activities of the Corporation, including, without limitation, completion of the Transaction and the Offering, obtaining TSXV approval for the Transaction, the Corporation’s ability to meet the listing requirements for a Tier 2 mining issuer on the TSXV, and completing a technical report in accordance with NI 43-101. Readers are cautioned that any such forward-looking statements are not guarantees of future business activities and involve risks and uncertainties, and that the Corporation’s future business activities may differ materially from those in the forward-looking statements as a result of various factors, including, but not limited to, fluctuations in market prices, successes of the operations of the Corporation, equity market conditions including without limitation, the impact of the COVID-19 pandemic, continued availability of capital and financing and general economic, market or business conditions. There can be no assurances that such information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. The Corporation does not assume any obligation to update any forward-looking information except as required under the applicable securities laws.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56909

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Wolf’s Den Announces Further Update to Its 2019 Annual Filings and Continuous Disclosure

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Vancouver, British Columbia–(Newsfile Corp. – June 1, 2020) – Wolf’s Den Capital Corp. (the “Company“) announces that, further to its news release dated April 29, 2020, the Company has delayed the filing of its audited annual financial statements, management’s discussion and analysis, as well as the associated CEO and CFO certifications for the year ended December 31, 2019 (collectively, the “Required Disclosure“) pursuant to BC Instrument 51-515 – Temporary Exemption from Certain Corporate Finance Requirements (BC 51-515).

In addition, the Company is announcing that filing of the interim financial statements, management’s discussion and analysis, and related certifications for the interim period ended March 31, 2020 (the “Interim Filings“) due June 1, 2020, will be postponed pursuant to BC 51-515 until filing of the Required Disclosure has been completed. The Company is continuing to work diligently to file the Interim Filings by July 14, 2020.

Other than as disclosed herein or under the Company’s profile on SEDAR at www.sedar.com, including the press releases dated March 6 and March 20, 2020, the Company confirms that there have been no material business developments since January 2, 2020, being the filing date of its last interim financial statements.

The Company’s management and other insiders are subject to an insider trading black-out policy that reflects the principles in section 9 of National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions.

For further information please contact:

Richard Buzbuzian, President and CEO
Wolf’s Den Capital Corp.
700, 595 Burrard Street
Vancouver, BC V7X 1S8
Phone: (647) 501-3290

Forward Looking Information

This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. More particularly and without limitation, this news release contains forward‐looking statements and information relating to the filing of the Required Disclosure and other matters. The forward‐looking statements and information are based on certain key expectations and assumptions made by management of the Company. As a result, there can be no assurance that filings will occur in the timelines provided herein. Although management of the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward‐looking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. The forward-looking statements in this press release include the Company’s intentions regarding the filing of the Required Disclosure. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. The forward‐looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward‐looking statements or information, whether as a result of new information, future events or otherwise, unless so Required by applicable securities laws. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56989

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Red Light Holland Announces Institutional Lead Order for a Fully Subscribed $5 Million Private Placement

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Toronto, Ontario–(Newsfile Corp. – June 1, 2020) – Red Light Holland Corp. (CSE: TRIP) (“Red Light Holland” or the “Company“), an Ontario-based corporation positioning itself to engage in the production, growth and sale of a premium brand of magic truffles to the legal, recreational market within the Netherlands, is pleased to announce the proposed Offering (as defined earlier today) announced earlier today is now fully subscribed, upon receiving a significant lead order from an institutional investor.

“We are elated to receive additional capital into Red Light Holland so quickly which will enable us to focus on executing on our business plan and to build a leading premium brand within the Netherlands and globally. The fact that we were able to source such a significant lead order so soon after going public shows the confidence investors have in our Company’s team and vision. Cash is king and we are cashed up and ready to rock,” said Todd Shapiro, CEO and Chairman.

The Closing Date is scheduled to be on or about June 8, 2020, upon completion of certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the CSE and the applicable securities regulatory authorities.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

About Red Light Holland Corp.

The Company is an Ontario-based corporation positioning itself to engage in the production, growth and sale (through existing Smart Shops operators and an advanced e-commerce platform) of a premium brand of magic truffles to the legal, recreational market within the Netherlands, in accordance with the highest standards, in compliance with all applicable laws.

For additional information on the Company:

Todd Shapiro
Chairman and Chief Executive
Tel: 647-204-7129
Email: todd@redlighttruffles.com
Website: https://redlighttruffles.com/

Forward-Looking Statements

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of Red Light Holland. Forward-looking statements are frequently characterized by words such as “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “potential”, “proposed” and other similar words, or statements that certain events or conditions “may” or “will” occur. These statements are only predictions. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Forward looking statements include, but are not limited to, the anticipated closing of the Offering, the anticipated use of proceeds, and the receipt of regulatory approvals, including the approval of the CSE. The Company assumes no obligation to update forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/56975

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