COVER
COVER - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Document Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-11442 | ||
Entity Registrant Name | CHART INDUSTRIES, INC | ||
Entity Incorporation, State | DE | ||
Entity Tax Identification Number | 34-1712937 | ||
Entity Address, Street Address | 2200 Airport Industrial Drive, Suite 100 | ||
Entity Address, City | Ball Ground | ||
Entity Address, State | GA | ||
Entity Address, Zip Code | 30107 | ||
City Area Code | 770 | ||
Local Phone Number | 721-8800 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 6,798,628,114 | ||
Entity Common Stock, Shares Outstanding | 42,277,870 | ||
Documents Incorporated by Reference | Portions of the following document are incorporated by reference into Part III of this Annual Report on Form 10-K: the definitive Proxy Statement to be used in connection with the Registrant’s Annual Meeting of Stockholders to be held on May 21, 2024 (the “2024 Proxy Statement”). | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000892553 | ||
Common Stock | |||
Document Information | |||
Title of each class | Common Stock, par value $0.01 | ||
Trading Symbol(s) | GTLS | ||
Name of each exchange on which registered | NYSE | ||
Convertible Preferred Stock | |||
Document Information | |||
Title of each class | Depositary shares, each representing 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01 | ||
Trading Symbol(s) | GTLS.PRB | ||
Name of each exchange on which registered | NYSE |
AUDIT INFORMATION
AUDIT INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Atlanta, Georgia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 188.3 | $ 663.6 |
Restricted cash | 12.8 | 1,941.7 |
Accounts receivable, less allowances of $5.9 and $4.5, respectively | 758.9 | 278.4 |
Inventories, net | 576.3 | 357.9 |
Unbilled contract revenue | 481.7 | 133.7 |
Prepaid expenses | 74.9 | 37.5 |
Insurance receivable | 0 | 234.4 |
Other current assets | 121.5 | 43.7 |
Total Current Assets | 2,214.4 | 3,690.9 |
Property, plant and equipment, net | 837.6 | 430 |
Goodwill | 2,906.8 | 992 |
Identifiable intangible assets, net | 2,791.9 | 535.3 |
Equity method investments | 109.9 | 93 |
Investments in equity securities | 91.2 | 96.5 |
Other assets | 150.6 | 64.2 |
TOTAL ASSETS | 9,102.4 | 5,901.9 |
Current Liabilities | ||
Accounts payable | 811 | 211.1 |
Customer advances and billings in excess of contract revenue | 376.6 | 170.6 |
Accrued salaries, wages and benefits | 81.5 | 31.5 |
Accrued interest | 92.5 | 10.2 |
Accrued income taxes | 60 | 3.5 |
Current portion of warranty reserve | 29.4 | 4.1 |
Current portion of long-term debt | 258.5 | 256.9 |
Operating lease liabilities, current | 18.5 | 5.4 |
Accrued legal settlement | 0 | 305.6 |
Other current liabilities | 138.2 | 82.7 |
Total Current Liabilities | 1,866.2 | 1,081.6 |
Long-term debt | 3,576.4 | 2,039.8 |
Long-term deferred tax liabilities | 568.2 | 46.1 |
Accrued pension liabilities | 6.7 | 0.9 |
Operating lease liabilities, non-current | 50.7 | 15.6 |
Other long-term liabilities | 95.2 | 33.6 |
Total Liabilities | 6,163.4 | 3,217.6 |
Equity | ||
Preferred stock, par value $0.01 per share, $1,000 aggregate liquidation preference — 10,000,000 shares authorized, 402,500 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Common stock, par value $0.01 per share — 150,000,000 shares authorized, 42,754,241 and 42,563,032 shares issued and outstanding at December 31, 2023 and 2022, respectively | 0.4 | 0.4 |
Additional paid-in capital | 1,872.5 | 1,850.2 |
Treasury stock; 760,782 shares at both December 31, 2023 and 2022 | (19.3) | (19.3) |
Retained earnings | 922.1 | 902.2 |
Accumulated other comprehensive income (loss) | 10.8 | (58) |
Total Chart Industries, Inc. Shareholders' Equity | 2,786.5 | 2,675.5 |
Noncontrolling interests | 152.5 | 8.8 |
Total Equity | 2,939 | 2,684.3 |
Total Liabilities and Equity | $ 9,102.4 | $ 5,901.9 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful accounts | $ 5,900,000 | $ 4,500,000 |
Preferred stock,par value (usd per share) | $ 0.01 | $ 0.01 |
Liquidation preference | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (shares) | 402,500 | 402,500 |
Preferred stock shares outstanding (shares) | 402,500 | 402,500 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 42,754,241 | 42,563,032 |
Common stock, shares outstanding (shares) | 42,754,241 | 42,563,032 |
Treasury stock (shares) | 760,782 | 760,782 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Sales | $ 3,352,500 | $ 1,612,400 | $ 1,317,700 |
Cost of sales | 2,312,100 | 1,205,000 | 993,500 |
Gross profit | 1,040,400 | 407,400 | 324,200 |
Selling, general and administrative expenses | 486,300 | 214,500 | 196,800 |
Amortization expense | 163,400 | 41,400 | 38,900 |
Operating expenses | 649,700 | 255,900 | 235,700 |
Operating income | 390,700 | 151,500 | 88,500 |
Acquisition related finance fees | 26,100 | 37,000 | 0 |
Interest expense, net | 271,900 | 28,800 | 10,700 |
Financing costs amortization | 17,200 | 2,900 | 8,300 |
Loss on extinguishment of debt | 7,800 | 0 | 0 |
Unrealized loss (gain) on investment in equity securities | 14,400 | (13,100) | (3,200) |
Realized gain on equity method investments | 0 | (300) | 0 |
Realized gain on investment in equity securities | 0 | 0 | (2,600) |
Foreign currency (gain) loss | (4,100) | (800) | 900 |
Other (income) expense, net | (600) | (1,900) | 300 |
Income from continuing operations before income taxes and equity in earnings of unconsolidated affiliates, net | 58,000 | 98,900 | 74,100 |
Income tax expense (benefit): | |||
Current | 82,300 | 17,600 | 21,400 |
Deferred | (79,300) | (1,700) | (7,900) |
Income tax expense, net | 3,000 | 15,900 | 13,500 |
Income from continuing operations before equity in earnings of unconsolidated affiliates, net | 55,000 | 83,000 | 60,600 |
Equity in earnings (loss) of unconsolidated affiliates, net | 2,500 | (400) | 300 |
Net income from continuing operations | 57,500 | 82,600 | 60,900 |
Loss from discontinued operations, net of tax | (600) | (57,600) | 0 |
Net income | 56,900 | 25,000 | 60,900 |
Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | 9,600 | 1,000 | 1,800 |
Net income attributable to Chart Industries | 47,300 | 24,000 | 59,100 |
Amounts attributable to Chart common stockholders | |||
Income from continuing operations | 47,900 | 81,600 | 59,100 |
Less: Mandatory convertible preferred stock dividend requirement | 27,300 | 1,400 | 0 |
Income from continuing operations attributable to Chart | 20,600 | 80,200 | 59,100 |
Loss from discontinued operations, net of tax | (600) | (57,600) | 0 |
Net income attributable to Chart common stockholders, basic | 20,000 | 22,600 | 59,100 |
Net income attributable to Chart common stockholders, diluted | $ 20,000 | $ 22,600 | $ 59,100 |
Basic earnings per common share attributable to Chart Industries, Inc. | |||
Income from continuing operations (usd per share) | $ 0.49 | $ 2.21 | $ 1.66 |
Loss from discontinued operations (usd per share) | (0.01) | (1.59) | 0 |
Net income attributable to Chart Industries, Inc. (usd per share) | 0.48 | 0.62 | 1.66 |
Diluted earnings per common share attributable to Chart Industries, Inc. | |||
Income from continuing operations (usd per share) | 0.44 | 1.92 | 1.44 |
Loss from discontinued operations (usd per share) | (0.01) | (1.38) | 0 |
Net income attributable to Chart Industries, Inc. (usd per share) | $ 0.43 | $ 0.54 | $ 1.44 |
Weighted-average number of common shares outstanding: | |||
Basic (shares) | 41,970 | 36,250 | 35,610 |
Diluted (shares) | 46,820 | 41,800 | 41,110 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 56.9 | $ 25 | $ 60.9 | |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 63.7 | (35.3) | (29) | |
Defined benefit pension plan: | ||||
Actuarial gain (loss) on remeasurement | 5.8 | (1.7) | 5.9 | |
Amortization of net loss | 0.9 | 0.5 | 1 | |
Defined benefit pension plan | 6.7 | (1.2) | 6.9 | |
Other comprehensive income (loss), before tax | 70.4 | (36.5) | (22.1) | |
Income tax (expense) benefit related to defined benefit pension plan | (1.6) | 0.2 | (2) | |
Other comprehensive income (loss), net of taxes | 68.8 | (36.3) | [1] | (24.1) |
Comprehensive income (loss) | 125.7 | (11.3) | 36.8 | |
Less: Comprehensive income attributable to noncontrolling interests, net of taxes | (9.6) | (1) | (1.8) | |
Comprehensive income (loss) attributable to Chart Industries, Inc. | $ 116.1 | $ (12.3) | $ 35 | |
[1] Cumulative effect of change in accounting principle refers to the impact of the adoption of Accounting Standards Update 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic 815-40)” in relation to our convertible notes due November 2024. |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
OPERATING ACTIVITIES | ||||
Net income | $ 56,900 | $ 25,000 | $ 60,900 | |
Loss from discontinued operations, net of tax | (600) | (57,600) | 0 | |
Income from continuing operations | 57,500 | 82,600 | 60,900 | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Bridge loan facility fees | 26,100 | 0 | 0 | |
Depreciation and amortization | 231,100 | 81,900 | 80,600 | |
Employee share-based compensation expense | 12,600 | 10,600 | 11,200 | |
Financing costs amortization | 17,200 | 2,900 | 8,300 | |
Realized gain on equity method investment | 0 | (300) | 0 | |
Unrealized foreign currency transaction gain | (3,800) | (4,100) | (1,100) | |
Unrealized loss (gain) on investments in equity securities | 14,400 | (13,100) | (3,200) | |
Realized gain on investments in equity securities | 0 | 0 | (2,600) | |
Equity in (earnings) loss of unconsolidated affiliates | (2,700) | 500 | (300) | |
Deferred income tax benefit | (79,300) | (1,700) | (7,900) | |
Other non-cash operating activities | (4,100) | 11,300 | (4,800) | |
Changes in assets and liabilities, net of acquisitions: | ||||
Accounts receivable | (76,500) | (45,300) | (31,200) | |
Inventories | 20,800 | (48,700) | (78,100) | |
Unbilled contract revenues and other assets | (157,000) | (84,900) | (71,200) | |
Accounts payable and other liabilities | [1] | 236,700 | 61,200 | (10,400) |
Customer advances and billings in excess of contract revenue | (58,200) | 27,900 | 28,500 | |
Net Cash Provided By (Used In) Continuing Operating Activities | 234,800 | 80,800 | (21,300) | |
Net Cash Used In Discontinued Operating Activities | (67,600) | 0 | 0 | |
Net Cash Provided By (Used In) Operating Activities | 167,200 | 80,800 | (21,300) | |
INVESTING ACTIVITIES | ||||
Acquisition of business, net of cash acquired | (4,322,300) | (25,800) | (205,100) | |
Proceeds from sale of businesses, net of cash divested | 474,800 | 0 | 0 | |
Capital expenditures | (135,600) | (74,200) | (52,700) | |
Investments | (11,600) | (9,900) | (103,900) | |
Cash received from settlement of cross-currency swap agreement | 0 | 9,400 | 0 | |
Proceeds from sale of assets | 8,600 | 0 | 0 | |
Government grants and other | (1,400) | (1,100) | 500 | |
Net Cash Used In Continuing Investing Activities | (3,987,500) | (101,600) | (361,200) | |
Net Cash Used In Discontinued Investing Activities | (2,600) | 0 | 0 | |
Net Cash Used In Investing Activities | (3,990,100) | (101,600) | (361,200) | |
FINANCING ACTIVITIES | ||||
Borrowings on senior secured and senior unsecured notes | 0 | 1,940,000 | 0 | |
Borrowings on credit facilities | 1,895,100 | 635,300 | 1,361,100 | |
Repayments on credit facilities | (1,901,200) | (1,128,200) | (873,600) | |
Borrowings on term loan | 1,747,300 | 0 | 0 | |
Repayments on term loan | (158,300) | 0 | (103,100) | |
Payments for debt issuance costs | (136,200) | (4,700) | (3,000) | |
Payment of contingent consideration | (4,400) | 0 | 0 | |
Proceeds from issuance of common stock, net | 11,700 | 675,500 | 0 | |
Proceeds from issuance of preferred stock, net | 0 | 388,400 | 0 | |
Payments for equity issuance costs | 0 | (700) | 0 | |
Proceeds from exercise of stock options | 1,000 | 2,200 | 6,900 | |
Common stock repurchases from share-based compensation plans | (3,000) | (3,600) | (6,400) | |
Dividend distribution to noncontrolling interests | (12,200) | 0 | 0 | |
Dividends paid on mandatory convertible preferred stock | (27,300) | 0 | 0 | |
Net Cash Provided By Financing Activities | 1,412,500 | 2,504,200 | 381,900 | |
Effect of exchange rate changes on cash and cash equivalents | 6,200 | (500) | (3,100) | |
Net decrease in cash, cash equivalents, restricted cash, and restricted cash equivalents | (2,404,200) | 2,482,900 | (3,700) | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period | 2,605,300 | 122,400 | 126,100 | |
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD | $ 201,100 | $ 2,605,300 | $ 122,400 | |
[1] Includes $37.0 of acquisition related financing fees for the year ended December 31, 2022. |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Cash Flows [Abstract] | |||
Transaction related costs | $ 26.1 | $ 37 | $ 0 |
Restricted cash | $ 12.8 | $ 1,941.7 | $ 0.2 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions | Total | Preferred Stock | Cumulative Effect of Accounting Change | [1] | Common Stock | Preferred Stock | Additional Paid-in Capital | Additional Paid-in Capital Preferred Stock | Additional Paid-in Capital Cumulative Effect of Accounting Change | [1] | Treasury Stock | Retained Earnings | Retained Earnings Cumulative Effect of Accounting Change | [1] | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | |
Beginning Balance at Dec. 31, 2020 | $ 1,579.3 | $ (26.2) | $ 0.4 | $ 0 | $ 780.8 | $ (36.9) | $ (19.3) | $ 808.4 | $ 10.7 | $ 2.4 | $ 6.6 | ||||||
Beginning balance (shares) at Dec. 31, 2020 | 36,190,000 | ||||||||||||||||
Preferred stock balance at the beginning (shares) at Dec. 31, 2020 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Net income | 60.9 | 59.1 | 1.8 | ||||||||||||||
Other comprehensive income (loss) | (24.1) | (24.1) | |||||||||||||||
Share-based compensation expense | 11.2 | 11.2 | |||||||||||||||
Common stock issued from share-based compensation plans (shares) | 260,000 | ||||||||||||||||
Common stock issued from share-based compensation plans | 6.9 | 6.9 | |||||||||||||||
Common stock repurchases from share-based compensation plan (shares) | (40,000) | ||||||||||||||||
Common stock repurchases from share-based compensation plans | (6.4) | (6.4) | |||||||||||||||
Acquisition of Earthly Labs Inc. (shares) | 140,000 | ||||||||||||||||
Acquisition of Earthly Labs Inc. | 23.4 | 23.4 | |||||||||||||||
Other | 0.2 | 0.2 | |||||||||||||||
Ending Balance at Dec. 31, 2021 | 1,625.2 | $ 0.4 | $ 0 | 779 | (19.3) | 878.2 | (21.7) | 8.6 | |||||||||
Ending balance (shares) at Dec. 31, 2021 | 36,550,000 | ||||||||||||||||
Preferred stock balance at the end (shares) at Dec. 31, 2021 | 0 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Net income | 25 | 24 | 1 | ||||||||||||||
Other comprehensive income (loss) | (36.3) | [1] | (36.3) | ||||||||||||||
Share-based compensation expense | 10.6 | 10.6 | |||||||||||||||
Common stock issued from share-based compensation plans (shares) | 110,000 | ||||||||||||||||
Common stock issued from share-based compensation plans | 2.2 | 2.2 | |||||||||||||||
Common stock repurchases from share-based compensation plan (shares) | (20,000) | ||||||||||||||||
Common stock repurchases from share-based compensation plans | (3.6) | (3.6) | |||||||||||||||
Stock issuance, net of equity issuance costs (shares) | 5,920,000 | 400,000 | |||||||||||||||
Stock issuance, net of equity issuance costs | 675.1 | $ 388.1 | 675.1 | $ 388.1 | |||||||||||||
Acquisition of Earthly Labs Inc. | (1.2) | (1.2) | |||||||||||||||
Other | (0.8) | (0.8) | |||||||||||||||
Ending Balance at Dec. 31, 2022 | $ 2,684.3 | $ 0.4 | $ 0 | 1,850.2 | (19.3) | 902.2 | (58) | 8.8 | |||||||||
Ending balance (shares) at Dec. 31, 2022 | 42,563,032 | 42,560,000 | |||||||||||||||
Preferred stock balance at the end (shares) at Dec. 31, 2022 | 402,500 | 400,000 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||||
Net income | $ 56.9 | 9.6 | |||||||||||||||
Other comprehensive income (loss) | 68.8 | 68.8 | |||||||||||||||
Share-based compensation expense | $ 12.6 | 12.6 | |||||||||||||||
Common stock issued from share-based compensation plans (shares) | 20,000 | 110,000 | |||||||||||||||
Common stock issued from share-based compensation plans | $ 1 | 1 | |||||||||||||||
Common stock repurchases from share-based compensation plan (shares) | (20,000) | ||||||||||||||||
Common stock repurchases from share-based compensation plans | (3) | (3) | |||||||||||||||
Stock issuance, net of equity issuance costs (shares) | 100,000 | ||||||||||||||||
Stock issuance, net of equity issuance costs | 11.7 | 11.7 | |||||||||||||||
Preferred stock dividends | (27.3) | (27.3) | |||||||||||||||
Purchase of noncontrolling interest | 146.3 | 146.3 | |||||||||||||||
Dividend distribution to noncontrolling interest | (12.2) | (12.2) | |||||||||||||||
Other | (0.1) | (0.1) | |||||||||||||||
Ending Balance at Dec. 31, 2023 | $ 2,939 | $ 0.4 | $ 0 | $ 1,872.5 | $ (19.3) | $ 922.1 | $ 10.8 | $ 152.5 | |||||||||
Ending balance (shares) at Dec. 31, 2023 | 42,754,241 | 42,750,000 | |||||||||||||||
Preferred stock balance at the end (shares) at Dec. 31, 2023 | 402,500 | 400,000 | |||||||||||||||
[1] Cumulative effect of change in accounting principle refers to the impact of the adoption of Accounting Standards Update 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic 815-40)” in relation to our convertible notes due November 2024. |
Nature of Operations and Princi
Nature of Operations and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Principles of Consolidation | Nature of Operations and Principles of Consolidation Nature of Operations: We are a leading independent global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ – clean power, clean water, clean food, and clean industrials, regardless of molecule. Our unique product portfolio across both stationary and rotating equipment is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. Being at the forefront of the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas, carbon capture and water treatment, among other applications. We are committed to excellence in environmental, social and corporate governance (ESG) issues both for our company as well as our customers. With over 64 global manufacturing locations and over 50 service centers from the United States to Asia, India and Europe, we maintain accountability and transparency to our team members, suppliers, customers and communities. On March 17, 2023, we completed the acquisition of Howden (“Howden”), a leading global provider of mission critical air and gas handling products and services, from affiliates of KPS Capital Partners, LP. Results of operations include results of Howden from the date of acquisition and exclude Roots™ business financial results for our entire ownership period of March 17, 2023 through the divestiture date, August 18, 2023. The results of Roots™ are presented as discontinued operations in the consolidated statements of income and comprehensive income and have been excluded from both continuing operations and segment results for the year ended December 31, 2023. Furthermore, in 2023 we closed the sale of our American Fan, Cryo Diffusion and Cofimco fans businesses. See Note 3, “Discontinued Operations and Other Businesses Sold” for further information regarding these divestitures and Note 14, “Business Combinations”, for further information regarding the acquisition of Howden (the “Howden Acquisition”). Principles of Consolidation: The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Reclassifications: Certain amounts have been reclassified within the balance sheet as of December 31, 2022 and the consolidated statement of cash flows for year ended December 31, 2022 to conform with the current period presentation. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements. These estimates may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions based on a number of factors including the current macroeconomic conditions such as inflation and supply chain disruptions, as well as risks set forth under Item 1A, “Risk Factors” of this Annual Report on Form 10-K. Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: We consider all investments with an initial maturity of three months or less when purchased to be cash equivalents. Restricted cash and restricted cash equivalents are included within restricted cash as of December 31, 2023 and 2022 in the accompanying consolidated balance sheets. For further information regarding restricted cash and restricted cash equivalents balances, refer to Note 10, “Debt and Credit Arrangements.” Accounts Receivable, Net of Allowances: Accounts receivable includes amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. In addition, we estimate expected credit losses based on historical loss information then adjust the estimates based on current, reasonable and supportable forecast economic conditions. Past-due trade receivable balances are written off when our internal collection efforts have been unsuccessful. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms in our contracts with customers. Inventories: Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in, first-out (“FIFO”) method. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. We also recognize reserves based on the actual usage in recent history and projected usage in the near-term. Unbilled Contract Revenue: Unbilled contract revenue represents contract assets resulting from revenue recognized over time in excess of the amount billed to the customer and the amount billed to the customer is not just subject to the passage of time. Billing requirements vary by contract but are generally structured around the completion of certain milestones. These contract assets are generally classified as current. Property, Plant and Equipment: Capital expenditures for property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that extend the useful life are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Lessee Accounting: At lease inception, we determine if an arrangement is a lease and if it includes options to extend or terminate the lease if it is reasonably certain that the options will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term for operating leases. Operating leases are recognized as right-of-use (“ROU”) assets and are included within property, plant and equipment, net, and lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current in our consolidated balance sheets. Finance leases are recognized as ROU assets and are included within other assets. They are then amortized over the lesser of the lease term or useful economic life of the underlying asset. Operating lease liabilities are included as separate line items within the consolidated balance sheets. Finance lease liabilities are included within other current liabilities and other liabilities. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the lease commencement date in determining the present value of lease payments. Lessor Accounting: Similar to lessee accounting, at lease inception we determine if an arrangement is a lease. The net investment of our lease receivables is measured at the commencement date as the present value of the lease payments not yet received. Operating leases are reported at cost as equipment leased to others within property, plant and equipment, net in our consolidated balance sheets and depreciated based on their useful lives on a straight-line basis. Sales from sales-type and operating leases are presented net of sales tax and other related taxes. Interest income is recognized over the lease term using the effective interest method and is classified as interest expense, net in our consolidated statements of income . Lease payments from operating leases are recorded as income on a straight-line basis over the lease term. Long-lived Assets: We monitor our property, plant, equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. Assets are grouped and tested at the lowest level for which identifiable cash flows are available. If impairment indicators exist, we perform the required analysis and record impairment charges, if applicable. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated from discounted future net cash flows (for assets held and used) or net realizable value (for assets held for sale). Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. We amortize intangible assets that have finite lives over their estimated useful lives. Goodwill and Indefinite-Lived Intangible Assets: Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. We do not amortize goodwill or indefinite-lived intangible assets, but review them for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. Goodwill is analyzed on a reporting unit basis. The reporting units are the same as our operating and reportable segments, which are as follows: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the first step of the goodwill impairment test is not necessary. Otherwise, we would proceed to the first step of the goodwill impairment test. Alternatively, we may also bypass the Step 0 Test and proceed directly to the first step of the goodwill impairment test. Under the first step (“Step 1”), we estimate the fair value of the reporting units by considering income and market approaches to develop fair value estimates, which are weighted to arrive at a fair value estimate for each reporting unit. With respect to the income approach, a model has been developed to estimate the fair value of each reporting unit. This fair value model incorporates estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. With respect to the market approach, a guideline company method is employed whereby pricing multiples are derived from companies with similar assets or businesses to estimate fair value of each reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, then goodwill is not impaired and no further testing is required. However, if the fair value of the reporting unit is less than its carrying amount, the impairment charge is based on the excess of a reporting unit’s carrying amount over its fair value (i.e., we would measure the charge based on the result from Step 1). In order to assess the reasonableness of the calculated fair values of the reporting units, we also compare the sum of the reporting units’ fair values to the market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of this assessment, we reevaluate the fair value estimates of the reporting units by adjusting the discount rates and other assumptions as necessary. Changes to the assumptions and estimates used throughout the steps described above may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill and result in future impairment charges. With respect to indefinite-lived intangible assets, we first evaluate relevant events and circumstances to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, in weighing all relevant events and circumstances in totality, we determine that it is more likely than not that an indefinite-lived intangible asset is not impaired, no further action is necessary. Otherwise, we would determine the fair value of indefinite-lived intangible assets and perform a quantitative impairment assessment by comparing the indefinite-lived intangible asset’s fair value to its carrying amount. We may bypass such a qualitative assessment and proceed directly to the quantitative assessment. We estimate the fair value of the indefinite-lived assets using the income approach. This may include the relief from royalty method or use of a model similar to the one described above related to goodwill which estimates the future cash flows attributed to the indefinite-lived intangible asset and then discounting these cash flows back to a present value. Under the relief from royalty method, fair value is estimated by discounting the royalty savings, as well as any tax benefits related to ownership to a present value. The fair value from either approach is compared to the carrying value and an impairment is recorded if the fair value is determined to be less than the carrying value. Equity Method Investments: Investments, including certain of our joint ventures, where Chart has the ability to exercise significant influence over, but does not possess control, are accounted for using the equity method of accounting. Judgment regarding the level of influence over each investment includes considering key factors such as our ownership interest, our representation on the investee’s board of directors and participation in policy-making decisions. We recognize the equity method investee’s proportionate share of the earnings and losses and classify as equity in earnings of unconsolidated affiliates, net in our consolidated statements of income and comprehensive income. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. If a decline in the value of an equity method investment is determined to be other than temporary, an impairment loss is recognized in earnings for the amount by which the carrying amount of the investment exceeds its estimated fair value. Investments in Equity Securities: We measure certain of our investments in equity securities where we have no significant influence and generally less than 20% ownership interest at fair value on a recurring basis according to the fair value hierarchy as defined below. We reassess measurement options for these investments on a quarterly basis. Mark-to-market fair value adjustments in these investments in equity securities are classified as unrealized loss (gain) on investments in equity securities in our consolidated statements of income and comprehensive income. Investments in equity securities for which there is no readily determinable fair value are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Customer Advances and Billings in Excess of Contract Revenue: Our contract liabilities consist of advance customer payments, billings in excess of revenue recognized and deferred revenue. Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. We classify advance customer payments and billings in excess of revenue recognized as current. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. The current portion of deferred revenue is included in customer advances and billings in excess of contract revenue in our consolidated balance sheets. Long-term deferred revenue is included in other long-term liabilities in our consolidated balance sheets. Convertible Debt: The $258.7 principal amount of the convertible notes due November 2024 is classified as a current liability in the consolidated balance sheet at December 31, 2023, and was also classified as a current liability in the consolidated balance sheet at December 31, 2022, since the holders of the convertible notes due November 2024 could have potentially converted their notes at their option during the three month period subsequent to December 31, 2022. We amortize debt issuance costs over the term of the 2024 Notes using the effective interest method. We use the if-converted method to compute diluted earnings per share for our convertible notes due November 2024 such that the denominator includes incremental shares that would be issued upon conversion. Refer to Note 10, “Debt and Credit Arrangements” for further discussion of our convertible notes. Preferred Stock and Dividends: Preferred stock is evaluated to determine balance sheet classification, and all conversion and redemption features are evaluated for bifurcation treatment. Proceeds received net of issuance costs are recognized on the settlement date. Cash dividends become a liability once declared. Income available to common stockholders is computed by deducting from net income the dividends accumulated and earned during the period on cumulative preferred stock. Financial Instruments: The fair values of cash equivalents, accounts receivable, accounts payable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition and payment history of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, we require advance payments, letters of credit, bankers’ acceptances, and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. Fair Value Measurements: We measure our financial assets and liabilities at fair value on a recurring basis using a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies. The three levels of inputs used to measure fair value are as follows: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Derivative Financial Instruments: We utilize certain derivative financial instruments to enhance our ability to manage foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. We do not enter into contracts for speculative purposes nor are we a party to any leveraged derivative instrument. We are exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. We utilize foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency transactions in the normal course of business. Contracts typically have maturities of less than one year. Principal currencies include the U.S. dollar, the euro, the Chinese yuan, the Czech koruna, the Australian dollar, the British pound, the Canadian dollar, the Indian rupee, the Chilean peso, and South African rand. Our foreign currency forward contracts do not qualify as hedges as defined by accounting guidance. Foreign currency forward contracts are measured at fair value and recorded on the consolidated balance sheets as other long-term liabilities, other current liabilities, other assets or other current assets. Changes in their fair value are recorded in the consolidated statements of income as foreign currency gains or losses. Our foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined above. Gains or losses on settled or expired contracts are recorded in the consolidated statements of income as foreign currency gains or losses. We enter into a combination of cross-currency swaps and foreign exchange collars as a net investment hedge of our investments in certain international subsidiaries that use the euro as their functional currency in order to reduce the volatility caused by changes in exchange rates. Our cross-currency swaps and foreign exchange collars are measured at fair value and recorded on the consolidated balance sheets within other assets or other long-term liabilities. Changes in fair value are recorded as foreign currency translation adjustments within accumulated other comprehensive loss. See Note 10, “Debt and Credit Arrangements,” for further information regarding the cross-currency swaps and foreign exchange collars. Our derivative contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of a default or termination of any one contract with that certain counterparty. It is our practice to recognize the gross amounts in the consolidated balance sheets. Product Warranties: We provide product warranties with varying terms and durations for the majority of our products. We estimate product warranty costs and accrue for these costs as products are sold with a charge to cost of sales. Factors considered in estimating warranty costs include historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside of typical experience. Warranty accruals are evaluated and adjusted as necessary based on actual claims experience and changes in future claim and cost estimates. Business Combinations: We account for business combinations in accordance with Accounting Standards Codification (“ASC”) ASC 805, “Business Combinations.” We recognize and measure identifiable assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair value of the net assets acquired, including identifiable intangible assets, is assigned to goodwill. As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Identifiable finite-lived intangible assets generally consist of customer relationships, unpatented technology, patents and trademarks and trade names and are amortized over their estimated useful lives which generally range from 2 to 15 years. Identifiable indefinite-lived intangible assets generally consist of trademarks and trade names and are subject to impairment testing on at least an annual basis. We estimate the fair value of identifiable intangible assets under income approaches where the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. As such, acquisitions are classified as Level 3 fair value hierarchy measurements and disclosures. We expense transaction related costs, including legal, consulting, accounting and other costs, in the periods in which the costs are incurred. Revenue Recognition: Revenue is recognized when (or as) we satisfy performance obligations by transferring a promised good or service, an asset, to a customer. An asset is transferred to a customer when, or as, the customer obtains control over that asset. In most contracts, the transaction price includes both fixed and variable consideration. The variable consideration contained within our contracts with customers includes discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties and other similar items. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. When a contract includes multiple performance obligations, the contract price is allocated among the performance obligations based upon the stand alone selling prices. When the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is expected, at contract inception, to be one year or less, we do not adjust for the effects of a significant financing component. In certain contracts, we are engaged to engineer and build highly-customized products and systems. In these circumstances, we produce an asset with no alternative use and have a right to payment for performance completed to date. For these contracts, revenue is recognized as we satisfy the performance obligations by an allocation of the transaction price to the accounting period computed using input methods such as costs incurred. Input methods recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. The costs incurred input method measures progress toward the satisfaction of the performance obligation by multiplying the transaction price of the performance obligation by the percentage of incurred costs as of the balance sheet date to the total estimated costs at completion after giving effect to the most current estimates. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. Revisions to estimated cost to complete that result from inefficiencies in our performance that were not expected in the pricing of the contract are expensed in the period in which these inefficiencies become known. Contract modifications can change a contract’s scope, price, or both. Approved contract modifications are accounted for as either a separate contract or as part of the existing contract depending on the nature of the modification. For other contracts, where contract language does not meet the over time recognition requirements, the contract with the customer contains language that transfers control to the customer at a point in time. For these contracts, revenue is recognized when we satisfy our performance obligation to the customer. Timing of amounts billed on contracts varies from contract to contract. The specific point in time when control transfers depends on the contract with the customer, contract terms that provide for a present obligation to pay, physical possession, legal title, risk and rewards of ownership, acceptance of the asset, and bill-and-hold arrangements may impact the point in time when control transfers to the customer. We recognize revenue under bill-and-hold arrangements when control transfers and the reason for the arrangement is substantive, the product is separately identified as belonging to the customer, the product is ready for physical transfer and we do not have the ability to use the product or direct it to another customer. Incremental contract costs are expensed when incurred when the amortization period of the asset that would have been recognized is one year or less; otherwise, incremental contract costs are recognized as an asset and amortized over time as promised goods and services are transferred to a customer. When losses are expected to be incurred on a contract, we recognize the entire anticipated loss in the accounting period when the loss becomes evident. The loss is recognized when the current estimate of the consideration we expect to receive, modified to include unconstrained variable consideration instead of constrained variable consideration, is less than the current estimate of total costs for the contract. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by us from a customer, are excluded from revenue. Shipping and handling fee revenues and the related expenses are reported as fulfillment revenues and expenses for all customers. Shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in cost of sales. Amounts billed to customers for shipping are classified as sales, and the related costs are classified as cost of sales on the consolidated statements of income . Cost of Sales: Manufacturing expenses associated with sales are included in cost of sales. Cost of sales includes all materials, direct and indirect labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs, manufacturing engineering, project management, and depreciation expense for assets used in the manufacturing process are included in cost of sales on the consolidated statements of income . Selling, General and Administrative (“SG&A”) Expenses: SG&A expenses include selling, marketing, customer service, product management and other administrative expenses not directly supporting the manufacturing process, as well as depreciation expense associated with non-manufacturing assets. In addition, SG&A expenses include corporate operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. Advertising Costs: We incurred advertising costs of $6.7, $3.5, and $3.9 for the years ended December 31, 2023, 2022, and 2021, respectively. Such costs are expensed as incurred and included in SG&A expenses in the consolidated statements of income . Research and Development Costs: We incurred research and development costs of $23.3, $13.5, and $12.7 for the years ended December 31, 2023, 2022, and 2021, respectively. Such costs are expensed as incurred and included in SG&A expenses in the consolidated statements of income . Foreign Currency Translation: The functional currency for the majority of our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive (loss) income in the consolidated statements of comprehensive income. Certain of our foreign entities remeasure from local to functional currencies, which is then translated to the reporting currency of the Company. Remeasurement from local to functional currencies is included in cost of sales or foreign currency loss in the consolidated statements of income . Gains or losses resulting from foreign currency transactions are charged to net income in the consolidated statements of income as incurred. Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance will be adjusted with a corresponding impact to the provision for income taxes in the period |
Discontinued Operations and Oth
Discontinued Operations and Other Businesses Sold | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Other Businesses Sold | Discontinued Operations and Other Businesses Sold Roots™ Divestiture On June 11, 2023, we signed a definitive agreement to divest our Roots™ (“Roots”) business, which we acquired as part of the Howden Acquisition and is within the Specialty Products, Cryo Tank Solutions and Repair, Service & Leasing segments, to Ingersoll Rand Inc. (NYSE: IR) (“buyer”). Pursuant to the Purchase Agreement and subject to the terms and conditions set forth therein, the business was sold to the buyer for a base purchase price of $300.0, subject to customary adjustments. The sale was completed on August 18, 2023 with proceeds totaling $291.9 after customary estimated closing working capital adjustments. The purchase price is subject to an additional net working capital adjustment, which is expected to settle in the first half of 2024. We previously determined that our Roots business qualified for discontinued operations and as such, the financial results of the Roots business are reflected in our consolidated statements of income and comprehensive income as discontinued operations for our entire ownership period of March 17, 2023 through August 18, 2023. We recognized a pre-tax gain on sale of $5.0 for the year ended December 31, 2023. Summarized Financial Information of Discontinued Operations The following table represents income from discontinued operations, net of tax: Year Ended December 31, 2023 (1) 2022 (3) Sales $ 58.8 $ — Cost of sales 41.4 — Gross profit 17.4 — Selling, general, and administrative expenses 7.4 74.8 Operating income 10.0 (74.8) Other expenses: Interest expense, net 8.9 — Foreign currency loss 0.1 — Other expense, net 9.0 — Income (loss) before income taxes 1.0 (74.8) Income tax expense (benefit) 1.2 (17.2) Loss from discontinued operations before gain on sale of business (0.2) (57.6) Loss on sale of business, net of $5.4 taxes (2) 0.4 — Total loss from discontinued operations, net of tax $ (0.6) $ (57.6) _______________ (1) The Roots business was acquired on March 17, 2023 and held for sale until the sale was completed on August 18, 2023. (2) The gain on sale of the Roots business was $5.0 before taxes for the year ended December 31, 2023. (3) Loss from discontinued operations, net of tax for the year ended December 31, 2022 relates to the divestiture of our cryobiological products business and the associated legal claims that Chart retained after the divestiture. We recognized a contingent liability and related legal fees and other third party expenses net of an insurance receivable and income taxes during the year ended December 31, 2022. See Note 21, “Commitments and Contingencies” for further information. There was no income from discontinued operations for the year ended December 31, 2021. Other Businesses Sold On October 26, 2023, we signed and closed on the divestiture of our American Fan business for $111.0 all-cash to Arcline Investment Management, L.P with net proceeds totaling $109.8 after customary estimated closing working capital adjustments. The purchase price is subject to an additional net working capital adjustment. We recognized a pre-tax gain on sale of $7.6, which is recorded within other income in the consolidated statement of income for the year ended December 31, 2023. American Fans operated within all four of our segments. On October 26, 2023, we signed definitive documentation with respect to the sale of our Cryo Diffusion business for euro 4.25 million (equivalent to $4.5). The sale completed on October 31, 2023 and we recognized a pre-tax loss on sale of euro 5.7 million (equivalent to $6.1), which is recorded within other income in the consolidated statement of income for the year ended December 31, 2023. Cryo Diffusion operated within our Cryo Tank Solutions, Heat Transfer Systems and Repair, Service & Leasing segments. On July 26, 2023, we signed a definitive agreement to sell our Cofimco fans business (“Cofimco”) to PX3 Partners, the London headquartered private equity firm, for a base purchase price of $73.6 computed as the previously announced $80.0 purchase price less purchaser’s due diligence expenses and an amount equal to $5.6 which represents an estimate of net financial debt of Cofimco (as defined in the sale and purchase agreement). The purchase price is subject to an additional net working capital adjustment. The sale completed on October 31, 2023, and we recognized a pre-tax gain on sale of $3.1, which is recorded within other income in the consolidated statement of income for the year ended December 31, 2023. Cofimco operated within our Heat Transfer Systems and Repair, Service & Leasing segments. Financial results of the American Fan business, Cofimco and Cryo Diffusion business are reported in continuing operations for the periods of Chart ownership. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | Segment and Geographic Information Our reportable segments, which are also our operating segments, are as follows: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Our Cryo Tank Solutions segment, which has principal operations in the United States, Europe and Asia serves most geographic regions around the globe, supplying bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. Our Heat Transfer Systems segment, with principal operations in the United States and Europe, also serves most geographic regions globally, supplying mission critical engineered equipment and systems used in the separation, liquefaction, and purification of hydrocarbon and industrial gases that span gas-to-liquid applications. Operating globally, our Specialty Products segment supplies products used in specialty end-market applications including hydrogen, LNG, biofuels, carbon capture, food and beverage, aerospace, lasers and water treatment, among others. Our Heat Transfer Systems, Specialty Products and Cryo Tank Solutions segments also include products from the Howden Acquisition such as compressors, blowers and fans, rotary heaters and steam turbines. Our Repair, Service & Leasing segment provides installation, service, repair, maintenance, refurbishment, and digital monitoring of Chart's products globally in addition to providing equipment leasing solutions. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, and risk management. Corporate support functions are not currently allocated to the segments. We evaluate performance and allocate resources based on operating income as determined in our consolidated statements of income . Segment Financial Information Year Ended December 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 640.8 $ 891.2 $ 819.9 $ 1,029.2 $ (28.6) $ — $ 3,352.5 Depreciation and amortization expense 23.2 32.6 24.7 145.1 — 5.5 231.1 Operating income (loss) (1) (2) 54.5 175.8 119.7 203.3 — (162.6) 390.7 Year Ended December 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 504.3 $ 462.7 $ 448.3 $ 209.6 $ (12.5) $ — $ 1,612.4 Depreciation and amortization expense 16.7 29.3 16.4 17.1 — 2.4 81.9 Operating income (loss) (1) (2) 54.0 51.7 72.9 51.0 — (78.1) 151.5 Year Ended December 31, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 447.4 $ 262.7 $ 432.9 $ 187.0 $ (12.3) $ — $ 1,317.7 Depreciation and amortization expense 14.9 37.6 15.1 11.3 — 1.7 80.6 Operating income (loss) (1) (2) 52.9 (12.3) 94.1 23.3 — (69.5) 88.5 _______________ (1) Restructuring costs (credits) for the years ended: • December 31, 2023 were $13.5 ($5.2 - Corporate, $4.0 – Repair, Service & Leasing, $1.8 – Specialty Products, $1.6 – Cryo Tank Solutions and $0.9 – Heat Transfer Systems); • December 31, 2022 were $(1.0) ($(1.4) – Repair, Service & Leasing, $0.3 – Heat Transfer Systems and $0.1 – Cryo Tank Solutions); and • December 31, 2021 were $3.5 ($1.7 – Heat Transfer Systems, $1.5 – Repair, Service & Leasing and $0.3 – Cryo Tank Solutions). (2) Acquisition-related contingent consideration credits in our Specialty Products segment related to our 2020 acquisitions of Sustainable Energy Solutions, Inc. (“SES”) and BlueInGreen, LLC (“BIG”) and for Maintenance Partners NV in our Repair, Service and Leasing segment, assumed as part of the Howden Acquisition, for the years ended: • December 31, 2023 were $(8.7) ($(8.5) – Specialty Products and $(0.2) – Repair, Service & Leasing); and • December 31, 2022 were $(3.9) – Specialty Products. Sales by Geography Net sales by geographic area are reported by the destination of sales. Year Ended December 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America (1) $ 309.5 $ 594.0 $ 307.6 $ 317.6 $ (13.1) $ 1,515.6 Europe, Middle East, Africa and India 210.0 115.3 230.3 468.4 (9.9) 1,014.1 Asia-Pacific (2) 114.4 163.8 266.3 203.3 (5.1) 742.7 Rest of the World 6.9 18.1 15.7 39.9 (0.5) 80.1 Total $ 640.8 $ 891.2 $ 819.9 $ 1,029.2 $ (28.6) $ 3,352.5 Year Ended December 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America (1) $ 214.8 $ 323.5 $ 302.2 $ 147.0 $ (6.6) $ 980.9 Europe, Middle East, Africa and India 185.7 97.5 113.2 41.9 (3.9) 434.4 Asia-Pacific (2) 98.1 40.1 32.2 19.3 (1.8) 187.9 Rest of the World 5.7 1.6 0.7 1.4 (0.2) 9.2 Total $ 504.3 $ 462.7 $ 448.3 $ 209.6 $ (12.5) $ 1,612.4 Year Ended December 31, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America (1) $ 178.3 $ 181.1 $ 193.2 $ 118.6 $ (5.4) $ 665.8 Europe, Middle East, Africa and India 155.2 28.6 204.1 36.4 (4.5) 419.8 Asia-Pacific (2) 109.9 51.6 33.9 30.6 (2.3) 223.7 Rest of the World 4.0 1.4 1.7 1.4 (0.1) 8.4 Total $ 447.4 $ 262.7 $ 432.9 $ 187.0 $ (12.3) $ 1,317.7 _______________ (1) Consolidated sales in the United States were $1,387.7, $938.5 and $585.9 for the years ended December 31, 2023, 2022 and 2021, respectively and represent 41.4%, 58.2% and 44.5% of consolidated sales for the same periods, respectively. (2) Consolidated sales in China were $460.9, $58.3 and $136.2 for the years ended December 31, 2023, 2022 and 2021, respectively and represent 13.7%, 3.6% and 10.3% of consolidated sales for the same periods, respectively. No single customer accounted for more than 10% of consolidated sales for any of the periods presented in the tables above. Total Assets Corporate assets mainly include cash and cash equivalents and long-term deferred income taxes as well as certain corporate-specific property, plant and equipment, net and certain investments. Our allocation methodology for property, plant and equipment, net of the reportable segments differs from our allocation method of depreciation expense of a reportable segment and therefore, depreciation expense does not entirely align with the related depreciable assets of the reportable segments. Furthermore, since finite-lived intangible assets are excluded from total assets of reportable segments while amortization expense is allocated to each of our reportable segments, amortization expense by segment inherently does not align with the related amortizable intangible assets of the reportable segments. December 31, 2023 2022 Cryo Tank Solutions $ 706.1 $ 382.0 Heat Transfer Systems 560.7 298.6 Specialty Products 647.8 429.8 Repair, Service & Leasing 950.1 182.1 Total assets of reportable segments 2,864.7 1,292.5 Goodwill (1) 2,906.8 992.0 Identifiable intangible assets, net (1) 2,791.9 535.3 Corporate 539.0 2,830.7 Insurance receivable, net of tax — 251.4 Total assets $ 9,102.4 $ 5,901.9 _______________ (1) See Note 9, “Goodwill and Intangible Assets,” for further information related to goodwill and identifiable intangible assets, net. Geographic Information Property, plant and equipment, net as of December 31, 2023 2022 United States $ 356.9 $ 262.0 Foreign Germany 106.7 16.3 China 106.4 49.3 Italy 54.6 56.4 Czech Republic 34.0 26.6 India 34.0 19.3 Other foreign countries 145.0 0.1 Total Foreign 480.7 168.0 Total $ 837.6 $ 430.0 |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category: Year Ended December 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 444.7 $ 27.4 $ 148.4 $ 603.3 $ (18.0) $ 1,205.8 Over time 196.1 863.8 671.5 425.9 (10.6) 2,146.7 Total $ 640.8 $ 891.2 $ 819.9 $ 1,029.2 $ (28.6) $ 3,352.5 Year Ended December 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service and Leasing Intersegment Eliminations Consolidated Point in time $ 443.4 $ 27.3 $ 214.8 $ 104.4 $ (8.8) $ 781.1 Over time 60.9 435.4 233.5 105.2 (3.7) 831.3 Total $ 504.3 $ 462.7 $ 448.3 $ 209.6 $ (12.5) $ 1,612.4 Year Ended December 31, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 407.6 $ 19.2 $ 300.5 $ 119.1 $ (10.7) $ 835.7 Over time 39.8 243.5 132.4 67.9 (1.6) 482.0 Total $ 447.4 $ 262.7 $ 432.9 $ 187.0 $ (12.3) $ 1,317.7 Refer to Note 4, “Segment and Geographic Information,” for a table of revenue by reportable segment disaggregated by geography. Contract Balances The following table represents changes in our contract assets and contract liabilities balances: December 31, 2023 2022 Contract assets Accounts receivable, net of allowances $ 758.9 $ 278.4 Unbilled contract revenue 481.7 133.7 Contract liabilities Customer advances and billings in excess of contract revenue $ 376.6 $ 170.6 Revenue recognized for the years ended December 31, 2023 and 2022, that was included in the contract liabilities balance at the beginning of each year was $116.0 and $127.8, respectively. The amount of revenue recognized during the year ended December 31, 2023 from performance obligations satisfied or partially satisfied in previous periods as a result of changes in the estimates of variable consideration related to long-term contracts, was not significant. The increases in contract assets and contract liabilities as of December 31, 2023 compared to December 31, 2022 were driven by additional volume resulting from the Howden Acquisition in 2023. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, and excludes unexercised contract options and potential orders. As of December 31, 2023, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $4,278.8, which is equivalent to our backlog. We expect to recognize revenue on approximately 63% of the remaining performance obligations over the next 12 months with the remaining balance recognized over the next few years thereafter. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Equity Method Investments The following table represents the activity in equity method investments: Equity Method Investments (1) (2) (3) Balance at December 31, 2021 $ 99.6 New investments 0.5 Realized gain on equity method investment 0.3 Reclassification due to acquisition of investee (0.5) Equity in loss (1) (2) (3) (0.5) Foreign currency translation loss (6.4) Balance at December 31, 2022 $ 93.0 New investments (4) 15.3 Equity in earnings (1) (2) (3) 2.7 Foreign currency translation gain 1.0 Dividend received from equity method investment (2.1) Balance at December 31, 2023 $ 109.9 _______________ (1) Cryomotive : Our equity method investment in Cryomotive GmbH (“Cryomotive”) was $4.7 and $4.9 at December 31, 2023 and 2022, respectively. Equity in loss of unconsolidated affiliates, net of this investment was $0.5, $1.7, and $0.6 for the years ended December 31, 2023, 2022, and 2021, respectively. The equity in loss is classified in equity in earnings (loss) of unconsolidated affiliates, net in the consolidated statements of income and comprehensive income. (2) HTEC : Our equity method investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) was $82.3 and $80.8 at December 31, 2023 and 2022, respectively. Equity in (loss) earnings of unconsolidated affiliates, net of this investment of $(0.2), $(0.4), and $0.2 for the years ended December 31, 2023, 2022, and 2021, respectively. Equity in (loss) earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the years ended December 31, 2023, 2022, and 2021. (3) Hudson Products : Also included in our equity method investments is a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $4.7 and $4.0 at December 31, 2023 and 2022, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. We recognized equity in earnings of this investment of $0.9, $1.1 and $0.5 for the years ended December 31, 2023, 2022 and 2021, respectively. Equity in earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the years ended December 31, 2023, 2022, and 2021. We received dividends in the amount of $0.2 for the year ended December 31, 2023. Liberty LNG : Additionally, we have a 25% ownership interest in Liberty LNG, which totaled $2.7 and $2.9 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023, 2022 and 2021, equity in earnings of this investment was $0.1, $0.5 and $0.3, respectively. Equity in earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the years ended December 31, 2023 and 2022. We received dividends in the amount of $0.4 for the year ended December 31, 2023. Additionally, we have an investment in an unconsolidated affiliate, Lien Hwa Lox Cryogenic Equipment Corporation (Taiwan), of $0.4 for all periods presented. (4) Hylium Industries : During the first quarter of 2023, we completed an investment for a 50% ownership interest in Hylium Industries, Inc. (“Hylium”) for $2.3. Our equity method investment in Hylium was $2.2 at December 31, 2023. L&T Howden Private Ltd (“LTH”) : In connection with the Howden Acquisition, we recorded a 49.9% ownership interest in a joint venture in L&T Howden Private Ltd at a fair value of $12.0. Our equity method investment in LTH was $11.7 at December 31, 2023. Equity in earnings, net for this investment was $1.4 for the year ended December 31, 2023. Equity in earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the year ended December 31, 2023. We also received a dividend payment from this investee in the amount of $1.5 during the year ended December 31, 2023. Investments in equity securities The following table represents the activity in investments in equity securities: Investment in Equity Securities, Level 1 (1) Investment in Equity Securities, Level 2 (1) Investments in Equity Securities, All Others (2) Investments in Equity Securities Total Balance at December 31, 2021 $ 31.3 $ 6.2 $ 40.3 $ 77.8 New investments — — 9.4 9.4 (Decrease) increase in fair value of investments in equity securities (11.8) 1.6 23.3 13.1 Foreign currency translation adjustments and other (2.3) — (1.5) (3.8) Balance at December 31, 2022 $ 17.2 $ 7.8 $ 71.5 $ 96.5 New investments (3) — — 8.7 8.7 Decrease in fair value of investments in equity securities (12.7) (1.7) — (14.4) Foreign currency translation adjustments and other 0.3 — 0.1 0.4 Balance at December 31, 2023 $ 4.8 $ 6.1 $ 80.3 $ 91.2 _______________ (1) McPhy: Investment in equity securities Level 1 includes our investment in McPhy (Euronext Paris: MCPHY – ISIN; FR0011742329). McPhy’s common stock trades on the Euronext Paris stock exchange and therefore we measure our investment in McPhy using Level 1 fair value inputs. The fair value of our investment in McPhy was $4.8 and $17.2 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023, 2022 and 2021, we recognized an unrealized loss of $12.7, $11.8 and $19.7, respectively, in our investment in McPhy. Stabilis: Investment in equity securities Level 2 includes our investment in Stabilis Energy, Inc. (NasdaqCM: SLNG) (“Stabilis”). Stabilis represents an instrument with quoted prices that trades less frequently than certain of our other exchange-traded instruments and therefore we measure our investment in Stabilis using Level 2 fair value inputs. The fair value of Stabilis was $6.1 and $7.8 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023, 2022 and 2021 we recognized unrealized loss of $1.7 and an unrealized gain of $1.6 and $2.2, respectively, in our investment in Stabilis. (2) Transform: The fair value of our investment in Transform Materials LLC (“Transform Materials”) was $25.1 at December 31, 2023 and 2022, respectively. Svante : The fair value of our investment in Svante Inc. (“Svante”) was $38.5 at both December 31, 2023 and 2022. (3) Hy24: Our investment in Hy24 is measured at fair value using the net asset value (“NAV”) per share practical expedient and is not classified in the fair value hierarchy. The fair value of our investment in Hy24 was $4.1 and $0.9 at December 31, 2023 and 2022, respectively. See “Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund)” below for further information. Gold Hydrogen LLC: The fair value of our investment in Gold Hydrogen LLC (“Gold Hydrogen”) was $2.0 at both December 31, 2023 and 2022. Avina: During the fourth quarter of 2022, we completed an investment in Avina Clean Hydrogen Inc. (“Avina”) in the amount of $5.0. During the third quarter of 2023, Chart completed the purchase of additional shares of series A preferred stock of Avina in accordance with the original Avina stock purchase agreement for total consideration of $5.0. The fair value of investment in Avina was $10.0 at both December 31, 2023 and 2022. Our investments in Transform Materials, Svante, Hy24, Gold Hydrogen and Avina represent equity instruments without a readily determinable fair value. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. Co-Investment Agreement On September 7, 2021, we entered into a Co-investment agreement with I Squared Capital (“ISQ”), an infrastructure-focused private equity firm (the “Co-Investment Agreement”), pursuant to which Chart and ISQ have agreed to the following: • In the following circumstances, ISQ shall have the right but not the obligation to require Chart to purchase all (and not less than all) of the shares of HTEC common stock acquired as part of ISQ’s investment described above (the “Put Option”): i. the third anniversary of the Closing Date, ii. the date Chart undergoes a change of control (subject to certain exceptions), iii. the date upon which Chart, during the period from the Closing Date through the third anniversary of the Closing Date, has made certain distributions to its shareholders (including cash or other dividends, or via a spin-off transaction), in excess of $900.0, iv. the date, if any, upon which our leverage ratio exceeds certain thresholds and v. the date, if any, of a bankruptcy event (including certain insolvency-related actions) involving Chart. • In the event that ISQ exercises its Put Option, we shall pay to ISQ an amount in cash in exchange for the HTEC common stock then held by ISQ such that ISQ shall realize the greater of (i) an internal rate of return of 10% and (ii) a multiple on ISQ’s invested capital of 1.65x. • Conversely, at any time after the third anniversary of the Closing Date, we shall have the right to purchase from ISQ up to 20% of the shares of HTEC common stock acquired as part of the ISQ Investment. In exchange for the common stock, we shall pay ISQ the greater of (i) an internal rate of return of 12.5% and (ii) a multiple on ISQ’s invested capital of 1.65x. • In addition, we shall have (i) a right of first offer: if ISQ desires to transfer any of its HTEC common stock to any third party, we shall have the right to first offer provided that upon notice, we shall have the option to make a first offer to purchase the offered interest in cash exclusively and (ii) a right of first refusal: if ISQ desires to sell its HTEC common stock to any third party pursuant to a definitive agreement therewith, we shall have the right of first refusal provided that the purchase consideration paid by Chart to ISQ upon our exercise of such right of first refusal must be equal to 102% of the purchase consideration agreed to be paid by such third party. • The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock. Accounting Treatment of Put and Call Options We record the Put and Call Options (together “the Options”) at fair value and record any change in fair value through earnings at each reporting period. The fair value of the Options was not material on the Closing Date or at December 31, 2023. Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund) As previously announced on April 5, 2021, we were admitted as an anchor investor in Hy24 (the “ Hydrogen Fund euro 3.2 million (equivalent to $3.4) making our unfunded commitment euro 44.1 million (equivalent to $48.7). During the twelve months ended December 31, 2023 there was a return of capital of $0.3 from Hy24. The fund manager of the Hydrogen Fund (the “Management Company”) established a Limited Partners Advisory Committee (the “LPAC”) which consults with and helps advise the Management Company with respect to certain key decisions governing the fund that the Management Company shall make. The LPAC is comprised of up to fifteen (15) members, the majority of whom are chosen by certain industrial investors and who are (i) representatives of the anchor investors and (ii) subject to any remaining available seats, representatives of the non-anchor investors selected by the Management Company. Class A1 Shares, which we hold, are entitled to the return of any associated paid-up capital contributions (excluding any subscription premium or default interest, if any), the Preferred Return calculated thereon as described below, and their share of the Hydrogen Fund’s capital gain beyond the Preferred Return in accordance with the order of distributions in the by-laws of the Hydrogen Fund (in each case to the extent of available funds). The “Preferred Return” equals an annual interest rate of seven percent (7%) if fifteen percent (15%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments; provided, however, that such seven percent (7%) interest rate shall be reduced in a linear fashion to six and one-half percent (6.5%) if twenty percent (20%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments. The Management Company currently expects that the Hydrogen Fund will attract aggregate capital commitments equal to its hard cap of euro 1.8 billion. The Hydrogen Fund shall determine the net asset value of each class of its shares at the end of each quarter (including the Class A1 Shares that we hold), which will be used to record the fair value of our investment. The Hydrogen Fund will have a term of twelve (12) years, commencing from December 16, 2021, subject to certain potential extensions. Investors cannot request the redemption of their shares by the Hydrogen Fund at any time prior to the final liquidation of the fund. Capital calls will be made by the Management Company in accordance with investment opportunities and the financing needs of the Hydrogen Fund’s activities. The Management Company is required to send capital call requests to investors at least ten (10) business days prior to their deadline for payment. In the event that, following any capital call made by the Management Company, an investor of the Hydrogen Fund does not timely fund all or any portion of its capital commitment required thereby, such investor will be charged interest thereon equal to the Preferred Return plus one-half percent (0.5%), and shall not be entitled to receive distributions from the Hydrogen Fund until it is no longer delinquent. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the components of inventory: December 31, 2023 2022 Raw materials and supplies $ 274.8 $ 218.9 Work in process 155.4 57.8 Finished goods 146.1 81.2 Total inventories, net $ 576.3 $ 357.9 The allowance for excess and obsolete inventory balance at December 31, 2023 and 2022 was $9.9 and $8.2, respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment The following table summarizes the components of property, plant and equipment: December 31, Classification Estimated Useful Life 2023 2022 Land and buildings 20-35 years $ 526.9 $ 353.5 Machinery and equipment 3-12 years 361.6 247.8 Computer equipment, furniture and fixtures 3-7 years 75.1 43.1 Right-of-use assets 90.4 46.9 Construction in process 142.9 66.5 Total property, plant and equipment, gross 1,196.9 757.8 Less: accumulated depreciation (359.3) (327.8) Total property, plant and equipment, net $ 837.6 $ 430.0 Depreciation expense was $67.7, $40.5 and $41.7 for the years ended December 31, 2023, 2022, and 2021, respectively. Capital expenditures of $28.4 are included in accounts payable in our consolidated balance sheet at December 31, 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table represents the activity in goodwill net of accumulated goodwill impairment loss (“goodwill, net”) and accumulated goodwill impairment loss by segment for 2023: Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Consolidated Goodwill, net balance at December 31, 2022 $ 79.1 $ 430.5 $ 304.0 $ 178.4 $ 992.0 Foreign currency translation adjustments and other 3.3 0.8 — 0.1 4.2 Goodwill acquired during the year (1) 204.2 59.1 304.4 1,517.6 2,085.3 Divestitures (2) (67.3) (10.0) (40.6) (57.2) (175.1) Purchase price adjustment (3) — — 0.1 0.3 0.4 Goodwill, net balance at December 31, 2023 $ 219.3 $ 480.4 $ 567.9 $ 1,639.2 $ 2,906.8 Accumulated goodwill impairment loss at December 31, 2022 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 Accumulated goodwill impairment loss at December 31, 2023 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 _______________ (1) Goodwill acquired during the period was $2,085.3. All goodwill acquired during the period is related to the Howden Acquisition. (2) Refer to Note 3, “Discontinued Operations and Other Businesses Sold” for information regarding divestitures. (3) During the year ended December 31, 2023, we recorded purchase price adjustment which increased goodwill by $0.1 in our Specialty Products segment related to the 2022 acquisition of Fronti Fabrications, Inc. (“Fronti) and increased goodwill by $0.3 in our Repair, Service & Leasing segment related to the 2022 acquisition of CSC Cryogenic Service Center AB (“CSC”). For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 14, “Business Combinations.” The following table represents the activity in goodwill net of accumulated goodwill impairment loss (“goodwill, net”) and accumulated goodwill impairment loss by segment for 2022 (1) : Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Goodwill, net balance at December 31, 2021 $ 84.9 $ 433.6 $ 300.9 $ 175.2 $ — $ 994.6 Foreign currency translation adjustments and other (5.8) (3.1) (0.3) 0.3 — (8.9) Goodwill acquired during the period (1) (2) — — 15.4 3.1 — 18.5 Purchase price adjustments (3) — — (12.0) (0.2) — (12.2) Goodwill, net balance at December 31, 2022 $ 79.1 $ 430.5 $ 304.0 $ 178.4 $ — $ 992.0 Accumulated goodwill impairment loss at December 31, 2021 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 Accumulated goodwill impairment loss at December 31, 2022 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 _______________ (1) For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 14, “Business Combinations.” (2) Goodwill acquired during the period was $18.5. Goodwill acquired during the period for the Fronti and AdEdge India acquisitions of $14.3 and $1.1, respectively, was allocated to our Specialty Products segment. Goodwill acquired during the period for our CSC acquisition of $3.1 was allocated to our Repair, Service & Leasing segment. (3) During the year ended December 31, 2022, we recorded purchase price adjustments that decreased goodwill by $12.0 in our Specialty Products segment related to the Earthly Labs Inc., L.A. Turbine and AdEdge acquisitions and by $0.2 in our Repair, Service & Leasing segment. For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 14 “Business Combinations.” Intangible Assets The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : December 31, 2023 December 31, 2022 Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 4 to 18 years $ 1,836.4 $ (185.2) $ 311.5 $ (104.6) Technology 5 to 18 years 496.7 (78.8) 202.5 (44.8) Patents, backlog and other 2 to 10 years 138.6 (35.6) 6.8 (2.0) Trademarks and trade names 5 to 23 years 3.3 (1.9) 2.5 (1.7) Land use rights 50 years 10.2 (1.9) 10.4 (1.7) Total finite-lived intangible assets $ 2,485.2 $ (303.4) $ 533.7 $ (154.8) Indefinite-lived intangible assets: Trademarks and trade names $ 610.1 $ — $ 156.4 $ — Total intangible assets $ 3,095.3 $ (303.4) $ 690.1 $ (154.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. (2) Accumulated indefinite-lived intangible assets impairment loss was $16.0 at both December 31, 2023 and 2022. Amortization expense for intangible assets subject to amortization was $163.4, $41.4 and $38.9 for the years ended December 31, 2023, 2022, and 2021, respectively. We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2024 $ 190.8 2025 189.7 2026 154.5 2027 143.1 2028 139.1 See Note 14, “Business Combinations,” for further information related to intangible assets acquired. Government Grants During the fourth quarter 2021, we were selected by the U.S. Department of Energy (“DOE”) for funding of up to $5.0 to engineer and build our Cryogenic Carbon Capture TM system for a cement plant. During the project’s duration, the DOE shall reimburse us in cash for approved expenses we incur. This project began on February 1, 2022, and as of December 31, 2023, we have received $0.3 in reimbursed expenses related to these grants. We received certain government grants related to land use rights for capacity expansion in China (“China Government Grants”). China Government Grants are generally recorded in other current liabilities and other long-term liabilities in the consolidated balance sheets and generally recognized into income over the useful life of the associated assets (10 to 50 years). China Government Grants are presented in our consolidated balance sheets as follows: December 31, 2023 2022 Current $ 0.5 $ 0.5 Long-term 5.7 6.1 Total $ 6.2 $ 6.6 We also received government grants from certain local jurisdictions within the United States, which are recorded in other assets in the consolidated balance sheets and were not significant for the periods presented. |
Debt and Credit Arrangements
Debt and Credit Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings: December 31, 2023 2022 Senior secured and senior unsecured notes: Principal amount, senior secured notes due 2030 (1) $ 1,460.0 $ 1,460.0 Principal amount, senior unsecured notes due 2031 (1) 510.0 510.0 Unamortized discount (26.9) (29.9) Unamortized debt issuance costs (32.9) (4.8) Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs 1,910.2 1,935.3 Senior secured revolving credit facilities and term loans: Term loans due March 2030 (2) 1,631.0 — Senior secured revolving credit facility due October 2026 (3)(4) 102.8 104.5 Unamortized discount (35.8) — Unamortized debt issuance costs (32.5) — Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs 1,665.5 104.5 Convertible notes due November 2024: Principal amount 258.7 258.8 Unamortized debt issuance costs (0.9) (1.9) Convertible notes due November 2024, net of unamortized debt issuance costs 257.8 256.9 Other debt facilities (5) 1.4 — Total debt, net of unamortized debt issuance costs 3,834.9 2,296.7 Less: current maturities (6) 258.5 256.9 Long-term debt $ 3,576.4 $ 2,039.8 _______________ (1) The senior secured notes due 2030 (the “Secured Notes”) and senior unsecured notes due 2031 (the “Unsecured Notes”) bear interest at rates of 7.500% and 9.500% per year, respectively. Interest is payable semi-annually on January 1 and July 1 of each year, commencing July 1, 2023. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. (2) A term loan due March 2030 was drawn prior to December 31, 2023 in conjunction with the Howden Acquisition. On June 30, 2023, we drew $250.0 on an incremental term loan due March 2030. As of December 31, 2023, there were $1,631.0 in borrowings outstanding under term loans due March 2030 bearing an interest rate of 8.7% . See below for more information. (3) As of December 31, 2023, there were $102.8 in borrowings outstanding under the senior secured revolving credit facility due October 2026 bearing an interest ra te of 6.2% (3.4% as of December 31, 2022) a nd $272.0 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2026. As of December 31, 2023 , the senior secured revolving credit facility due 2026 had avail ability of $625.2. (4) A portion of borrowings outstanding u nder our senior secured revolving credit facility due 2026 are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 88.5 million (equivalent to $97.8) at December 31, 2023 and euro 98.0 million (equivalent to $104.5) at December 31, 2022. During the year ended December 31, 2023, we recognized an unrealized foreign currency loss of $3.2, relative to the translation of the EUR Revolver Borrowings outstanding. During the year ended December 31, 2022, we recognized unrealized foreign currency gain of $3.7 , r espectively, relative to the translation of the EUR Revolver Borrowings outstanding. This unrealized foreign currency loss (gain) is classified within foreign currency loss (gain) in the consolidated statements of income and comprehensive income for all periods presented. (5) Other debt facilities relate to a few local debt facilities that we assumed through the Howden Acquisition. (6) Our convertible notes due November 2024, net of unamortized debt issuance costs, are included in current maturities for both periods presented. Also included in current maturities for the current period are $0.6 of other debt facilities. The following table represents the scheduled maturities for our borrowings, excluding unamortized debt issuance costs, for the next five years: For the Year Ended December 31, 2024 $ 259.4 2025 — 2026 102.8 2027 — 2028 — Thereafter 3,601.7 Total $ 3,963.9 Cash paid for interest during the years ended December 31, 2023, 2022 and 2021 was $219.8, $25.7 and $11.7, respectively. Senior Secured and Unsecured Notes On December 22, 2022, we completed the issuance and sale of (i) $1,460.0 aggregate principal amount of 7.500% Secured Notes at an issue price of 98.661% and (ii) $510.0 aggregate principal amount of 9.500% Unsecured Notes (together with the Secured Notes, the “Notes”), at an issue price of 97.949%. The Notes were issued to finance the Howden Acquisition. Chart deposited the gross proceeds from the offering of each series of Notes into an escrow account (each, an “Escrow Account”). The funds were held in the respective Escrow Account until certain release conditions were met including the consummation of the Howden Acquisition (the “Escrow Release Conditions”). As such, the proceeds were presented separately from cash and cash equivalents as restricted cash in the December 31, 2022 consolidated balance sheet. The Notes are fully and unconditionally guaranteed by each of Chart’s wholly owned domestic restricted subsidiaries that is a borrower or a guarantor under Chart’s fifth amended and restated credit agreement, dated as of October 18, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”). The Secured Notes and the related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. We may redeem either series of the Notes, in whole or in part, at any time on or after January 1, 2026, at the redemption prices set forth in the respective indentures. We may also redeem up to 40% of the aggregate principal amount of each series of the Notes on or prior to January 1, 2026, in an amount not to exceed the net cash proceeds from certain equity offerings at the redemption prices set forth in the respective indentures. Prior to January 1, 2026, we may redeem some or all of either series of the Notes at a price which includes the applicable “make-whole” premium set forth in the respective indentures. If Chart experiences a change of control (as defined in the respective indentures), the Notes are able to be redeemed by the holders at 101%, plus accrued and unpaid interest, if any, to (but not including) the date the Notes are purchased. We recorded a $30.0 debt discount and $36.8 in deferred debt issuance costs assoc iated with the Notes, which are being amortized over the term of the Notes using the effective interest method. We incurred $32.0 and $4.8 o f deferred debt issuance costs during the year ended December 31, 2023 and 2022, respectively. We recorded $3.8 in financing costs amortization associated with the Notes for the year ended December 31, 2023. Financing costs amortization associated with the Notes were immaterial for the year ended December 31, 2022. The following table summarizes the interest accretion of the Notes discount and contractual interest coupon associated with the Notes: Year Ended December 31, 2023 2022 Notes, interest accretion of senior notes discount $ 3.0 $ 0.1 Secured Notes, 7.5% contractual interest coupon 109.7 3.0 Unsecured Notes, 9.5% contractual interest coupon 48.6 1.3 Notes, total interest expense $ 161.3 $ 4.4 Senior Secured Revolving Credit Facility and Term Loans Senior Secured Revolving Credit Facility On November 21, 2022, we entered into an amendment (“Amendment No. 1”) to our Credit Agreement, which amended our senior secured revolving credit facility (“SSRCF”). The Credit Agreement provides for a Senior Secured Revolving Credit Facility (the “Amended SSRCF”), which matures on October 19, 2026. • The Amended SSRCF has a borrowing capacity of $1,000.0 and includes a sub limit for letters of credit that is the greater of (x) $350.0 and (y) $150.0 plus (1) the Dollar Amount (as of the Amended Closing Date) of the Assumed Letters of Credit plus (2) the Dollar Amount of any Letters of Credit issued on the Amendment Closing Date, a $200.0 sub limit for discretionary letters of credit and a $100.0 sub-limit for swingline loans. • We may, subject to the satisfaction of certain conditions, request one or more new commitments and/or increase in the amount of the Amended SSRCF. Each incremental term commitment and incremental revolving commitment shall be in an aggregate principal amount that is not less than $10.0 and shall be in an increment of $1.0 to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. • The Amended SSRCF bears interest at a base rate plus an applicable margin determined on a leveraged-based scale which (before giving effect to the sustainability pricing adjustments described below) ranges fr om 25 to 125 b asis points for base rate loans and 125 to 225 basis points for Secured Overnight Financing Rate (“SOFR”) loans. • The applicable margin described above is subject to further adjustments based on the reductions in the ratio between (i) the total greenhouse gas emissions, measured in metric tons CO2e, of Chart and its subsidiaries during such calendar year and (ii) the aggregate revenue, measured in U.S. Dollars, of Chart and its subsidiaries during such calendar year. These additional pricing adjustments range from an addition of 0.05% to a reduction of 0.05% in the applicable margin described above. • We are required to pay commitment fees on any unused commitments under the SSRCF which, before giving effect to the sustainability fee adjustments (as described below), is determined on a leverage-based sliding scale ranging from 20 to 35 basis points. • The commitment fees described above are also subject to sustainabil ity fee adjustments based on the aforementioned ratio. The sustainability fee adjustments range from an addition of 0.01% to a reduction of 0.01%. • Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period for SOFR loans). Significant financial covenants for the Amended SSRCF include financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after September 30, 2021, (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than the Maximum Total Net Leverage Ratio Levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than the Minimum Interest Coverage Ratio Levels. The Amended SSRCF includes a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. At December 31, 2023, we were in compliance with all covenants. The Amended SSRCF also contains customary events of default. If such an event of default occurs, the lenders thereunder would be entitled to take various actions, including the acceleration of amounts due and all actions permitted to be taken by a secured creditor. The Amended SSRCF is guaranteed by Chart and substantially all of its U.S. subsidiaries, and secured by substantially all of the assets of Chart and its U.S. subsidiaries and 65% of the capital stock of our material non-U.S. subsidiaries (as defined by the Credit Agreement) that are owned by U.S. subsidiaries. During 2022, we recorde d $1.5 in deferred debt issuance costs related to the Amended SSRCF and included $7.1 in unamortized debt issuance costs from previous credit facilities. During the first quarter of 2023, we recorded an additional $0.4 in deferred debt issuance costs related to the Amended SSRCF. On March 16, 2023, we entered into an amendment (“Amendment No. 2”) under the Credit Agreement. Amendment No. 2 updates the benchmark interest rate provisions to replace the London interbank offered rate (LIBOR) with a term rate based on the Secured Overnight Financing Rate (Term SOFR) as the reference rate for purposes of calculating interest under the terms of the Credit Agreement. We recorded $0.4 in deferred debt issuance costs related to Amendment No. 2 and Amendment No. 3 further described under “Term Loans” below. Deferred debt issuance costs related to the Amended SSRCF are presented in other assets in the consolidated balance sheets and are being amortized over the five-year term of the Amended SSRCF. At December 31, 2023 and 2022, unamortized debt issuance costs associated with the Amended SSRCF were $6.4 and $8.4, respectively. Term Loans On October 2, 2023, we entered into an amendment (“Amendment No. 5”) under the Credit Agreement. Among other things, as more fully set forth therein, Amendment No. 5 reduces the interest rate margins applicable to the term loan facility by 50 basis points from 2.75% to 2.25%, in the case of base rate loans, and from 3.75% to 3.25%, in the case of Secured Overnight Financing Rate (SOFR) loans. Amendment No. 5 is a “Refinancing Amendment” permitted under the terms of Credit Agreement. Except as amended by Amendment No. 5, the remaining terms of the Credit Agreement remain in full force and effect. In connection with the Howden Acquisition, we borrowed incremental term loans in the aggregate principal amount of $1,534.8 under the Credit Agreement (“Amendment No. 3 Term Loan”). Amendment No. 4 provided for the incurrence of incremental term loans in the aggregate principal amount of $250.0 to be used for general corporate purposes, including to pay down our Amended SSRCF without any resulting change to leverage (“Amendment No. 4 Term Loan”). On October 2, 2023, Chart refinanced the remaining aggregate principal amounts of both the Amendment No. 3 Term Loan and Amendment No. 4 Term Loan plus accrued interest in exchange for term loans in the aggregate principal amount of $1,781.0 (“Amendment No. 5 Term Loan”) which matures on March 18, 2030 and bears interest at the Term SOFR Rate plus 0.10%, plus an applicable margin of 3.25%, provided that if the adjusted rate is less than 0.50%, the rate will be deemed to be 0.50%, and are payable in equal quarterly installments beginning on December 31, 2023 in an amount equal to 0.25% of the aggregate principal amount. On December 4, 2023, Chart voluntarily prepaid a portion of the Amendment No. 5 Term Loan in the amount of $150.0, which effectively prepaid all equal quarterly installments for the life of the loan, and as of December 31, 2023, the aggregate principal amount of $1,631.0 is due at the March 18, 2030 maturity date. Chart may elect the interest rate for the Amendment No. 5 Term Loan equal to (i) Adjusted Term SOFR (Term SOFR plus a credit spread adjustment of 0.10%; provided that Adjusted Term SOFR shall not be less than 0.50%) plus the Applicable Margin (3.25%), or (ii) the Alternate Base Rate (a rate per annum equal to the greatest of (a) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate, (b) the NYFRB Rate in effect plus 0.50%, (c) Adjusted Term SOFR for a one month Interest Period plus 1.00%, and (d) 1.50%) plus the Applicable Margin (2.25%). Chart may elect interest periods of 1, 3, or 6 months. Interest shall be payable in arrears for (a) for loans accruing interest at a rate based on Adjusted Term SOFR, at the end of each interest period and, for interest periods of greater than three months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the Alternate Base Rate, quarterly in arrears and on the applicable maturity date. The allowance of incremental facilities is substantially identical to those in the Amended SSRCF, except (i) to permit the incurrence of a standalone letter of credit facility and (ii) that if the yield of any incremental facility that is in a U.S. dollar denominated term loan facility that is secured by liens on the collateral that is incurred within twelve months after the Closing Date, the applicable margins for the Amendment No. 5 Term Loan may increase under certain circumstances. Additionally, the refinancing facilities are substantially identical to those set forth in the Amended SSRCF. Prepayments are mandatory only in the following circumstances: (i) after certain non-ordinary course asset sales or other non-ordinary course dispositions of property occur, unless (a) the net cash proceeds are reinvested (or committed to be reinvested) in the business within 12 months, and if so committed to be reinvested, are actually reinvested within 6 months after the initial 12-month period or (b) a portion of the net cash proceeds are used to ratably prepay any indebtedness that is equal in seniority to the Amendment No. 5 Term Loan, (ii) beginning January 1, 2025, 50% of excess cash flow of Chart and its subsidiaries as calculated for the prior fiscal year shall be used to prepay the term loans due 2030, subject to step-downs on the required percentage of excess cash flow based on the Total Net Leverage Ratio and (iii) 100% of the net cash proceeds of issuances of debt obligations of Chart and our restricted subsidiaries after the Closing Date, except for a portion of such net cash proceeds that are used to ratably prepay any indebtedness that is equal in seniority to the Amendment No. 5 Term Loan. Chart may prepay the Amendment No. 5 Term Loan in whole or in part at any time without penalty or premium, with the exception of a repricing event with respect to all or any portion of the term loans due 2030 that occurs on or before the date that is six months after the Closing Date. The Amendment No. 5 Term Loan will be equal in right of payment with any other senior indebtedness of Chart and, if needed, shall be subject to an equal intercreditor agreement with respect to the Amended SSRCF. The Amendment No. 5 Term Loan is guaranteed by each wholly-owned domestic subsidiary that is also a guarantor under the Amended SSRCF. Significant financial covenants and customary events of default for the Amendment No. 5 Term Loan is substantially identical to those in the Amended SSRCF. We initially recorded $38.9 in debt discount and $37.2 in deferred debt issuance costs associated with the term loans due 2030, which are being amortized over the applicable term using the effective interest method. As a result of the events of both the October 2, 2023 Credit Agreement amendment (Amendment No. 5) and the December 4, 2023 partial prepayment of the Amendment No. 5 Term Loan, we recognized a loss on extinguishment of debt of $7.8 for the year ended December 31, 2023. A further $0.3 in new debt issuance costs were immediately expensed and classified as financing costs amortization in the statement of income for the year ended December 31, 2023. The unamortized debt discount and deferred debt issuance costs are $35.8 and $32.5, respectively, as of December 31, 2023. We recorded $3.5 in interest accretion of the term loans due March 2030 discount for the year ended December 31, 2023. The following table summarizes interest expense and financing costs amortization related to the Amended SSRCF and term loans due March 2030: Year Ended December 31, 2023 2022 2021 Interest expense, senior secured revolving credit facilities due October 2026 $ 27.7 $ 23.4 $ 2.5 Interest expense, term loan due June 2024 — — 1.8 Interest expense, term loans due March 2030 119.5 — — Interest expense, senior secured revolving credit facilities due June 2024 — — 4.7 Total interest expense $ 147.2 $ 23.4 $ 9.0 Financing costs amortization, senior secured revolving credit facility due October 2026 $ 2.3 $ 1.9 $ 0.4 Financing costs amortization, term loans due March 2030 3.6 — — Financing costs amortization, senior secured revolving facility and term loan due June 2024, write off of unamortized deferred debt issuance costs — — 3.8 Financing cost amortization, new debt issuance costs immediately charged to net income — — 0.3 Financing costs amortization, senior secured revolving credit facility and term loan due June 2024 — — 2.9 Total financing costs amortization $ 5.9 $ 1.9 $ 7.4 2024 Convertible Notes On November 6, 2017, we issu ed 1.00% Convertible Senior Subordinated Notes due November 2024 (the “2024 Notes”) in the aggregate principal amount of $258.8, pursuant to an Indenture, dated as of such date (the “Indenture”). On December 31, 2020, we entered into the First Supplemental Indentu re (the “Supplemental Indenture”) to the Indenture, between Chart and Wells Fargo Bank, National Association, as trustee, governing the 2024 Notes. Pursuant to the Supplemental Indenture, Chart irrevocably elected (i) to eliminate Chart’s option to elect Physical Settlement (as defined in the Indenture) on any conversion of 2024 Notes that occurs on or after the date of the Supplemental Indenture and (ii) that, with respect to any Combination Settlement (as defined in the Indenture) for a conversion of 2024 Notes, the Specified Dollar Amount (as defined in the Indenture) that will be settled in cash per $1,000 principal amount of the Notes shall be no lower than $1,000. The 2024 Notes bear interest at an annual rate of 1.00%, pa yable on May 15 and November 15 of each year, beginning on May 15, 2018, and will mature on November 15, 2024 unless earlier converted or repurchased. The 2024 Notes are senior subordinated unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2024 Notes are senior in right of payment to our future subordinated debt, equal in right of payment with the Company’s future senior subordinated debt and are subordinated in right of payment to our existing and future senior indebtedness, including indebtedness under our existing Credit Agreement. A conversion of the 2024 Notes may be settled in either (1) cash or (2) cash for the principal amount of the 2024 Notes and any combination of cash and shares for the excess settlement amount above the principal amount of the 2024 Notes, at our election (subject to, and in accordance with, the settlement provisions of the Indenture and Supplemental Indenture). The initial conversion rate for the 2024 Notes is 17.0285 shares of common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2024 Notes, which is equal to an initial conversion price of approximately $58.725 per share, representing a conversion premium of approximately 35% above the closing price of our common stock of $43.50 per share on October 31, 2017. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, we will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event in certain circumstances. For purposes of calculating earnings per share, if the average market price of our common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the 2024 Notes will have a dilutive effect with respect to our common stock. Since our closing common stock price of $136.33 at the end of the period exceeded the conversion price of $58.725, the if-converted value exceeded the principal amount of the 2024 Notes by $341.9 at December 31, 2023. As described below, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to our common stock upon conversion of the 2024 Notes. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2024 Notes on each applicable trading day; (2) during the five As of January 1, 2024, the 2024 Notes continue to be convertible at the option of the shareholders. This conversion right, which will remain available until March 31, 2024, was triggered since the closing price of our common stock w as greater than or equal to $76.3425 (130% of the conversion price of the 2024 Notes) for at least 20 trading days during the last 30 trading days ending on December 31, 2023. We will reassess the convertibility of the 2024 Notes on a quarterly basis. The $258.7 principal amount of the 2024 Notes is due in November 2024 and was classified as a current liability in the consolidated balance sheet at December 31, 2023. As of December 31, 2022 , the 2024 Notes were convertible at the option of the holders, therefore the $258.8 principal amount of the 2024 Notes was also classified as a current liability in the consolidated balance sheet at December 31, 2022. There have been no significant conversions as of the date of this filing. The following table summarizes 1.0% co ntractual interest coupon and financing costs amortization associated with the 2024 Notes: Year Ended December 31, 2023 2022 2021 2024 Notes, 1.0% contractual interest coupon, 1.5% for 2022 $ 2.4 $ 4.0 $ 2.6 2024 Notes, financing costs amortization $ 1.0 $ 0.9 $ 0.9 Convertible Note Hedge and Warrant Transactions Associated with the 2024 Notes In connection with the pricing of the 2024 Notes, we entered into privately negotiated convertible note hedge transactions (the “Note Hedge Transactions”) with certain parties, including affiliates of the initial purchasers of the 2024 Notes (the “Option Counterparties”) which relate to 4.41 shares of our common stock and represents the number of shares of our common stock underlying the 2024 Notes. These Note Hedge Transactions are expected to reduce the potential dilution upon any future conversion of the 2024 Notes to the extent that the market price per share of our common stock exceeds the conversion price of $58.725 per share. Payments for the Note Hedge Transactions totaled approximately $59.5 and were recorded as a reduction to additional paid-in capital in the December 31, 2017 consolidated balance sheet. We also entered into separate, privately negotiated warrant transactions (the “Warrant Transactions”) with the Option Counterparties to acquire up to 4.41 shares of our common stock. Proceeds received from the issuance of the Warrant Transactions totaled approximately $46.0 and were recorded as an addition to additional paid-in capital in the December 31, 2017 consolidated balance sheet. The strike price of the Warrant Transactions will initially be $71.775 per share (subject to adjustment), which is approximately 65% above the last reported sale price of our common stock on October 31, 2017. The Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The Note Hedge Transactions and Warrant Transactions effectively increased the conversion price of the 2024 Notes. The net cost of the Note Hedge Transactions and Warrant Transactions was approximately $13.5. Committed Bridge Loan Facility On November 8, 2022, in connection with the execution of the agreement to acquire Howden, the Company entered into a debt commitment letter with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. (the “Commitment Parties”), pursuant to which, and subject to the terms and conditions, the Commitment Parties agreed to provide approximately $3.375 billion in aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility (the “Bridge Facility”). We did not draw on the Bridge Facility, as we secured permanent financing prior to the close of the Howden Acquisition. There is no remaining availability following the close of the Howden Acquisition, and the Bridge Facility has been terminated. Bridge Facility fees of $26.1 were incurred during the first quarter of 2023 upon successful closing of the Howden Acquisition and classified in acquisition related finance fees in the consolidated statement of income for the year ended December 31, 2023. We also incurred $29.5 in Bridge Facility fees during the year ended December 31, 2022 and paid the total of $55.6 in Bridge Facility f ees at the close of the Howden Acquisition. Interest Expense, Net Gross interest expense related to debt for the year ended December 31, 2023 w as $299.0 and included $109.7, $48.6 and $119.5 in interest related to our Secured Notes, Unsecured Notes and term loans due 2030, respectively. Gross interest expense for the year ended December 31, 2023 inclu ded $2.4 interest expense related to our convertible notes due November 2024 and $27.7 in interest related to borrowings on our senior secured revolving credit facility due 2026. The increase in gross interest expense was partially offset by $21.5 in interest income on deposits, for the year ended December 31, 2023, respectively. This income was primarily earned from deposit of proceeds from the senior secured notes due 2030, senior unsecured notes due 2031, common stock and preferred stock offerings into interest bearing accounts until the consummation of the Howden Acquisition. Other Debt Facilities In various markets where we do business, we have local credit facilities to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements. The facilities generally have variable interest rates and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. As of December 31, 2023, we had additional capacity of U.S. dollar equiv alent $87.6 . Certain of our other debt facilities allow us to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. We have letters of credit and bank guarantees outside of our Credit Agreement that totaled USD equivalents $134.3 and $45.7 a s of December 31, 2023 and 2022, respectively. Restricted Cash As of December 31, 2023, we had $12.8 cash classified as restricted cash on our consolidated balance sheet, which primarily relates to Howden Thomassen Compressors B.V., a wholly-owned subsidiary of Chart, to secure guarantees. As of December 31, 2022 we had restricted cash of $1,941.7 from the proceeds of the Secured Notes and Unsecured Notes which was used to fund the Howden Acquisition. Fair Value Disclosures The following table summarizes the fair value of our actively quoted debt instruments as a percentage of their par value (1) : December 31, 2023 2022 Convertible notes due November 2024 234 % 201 % Senior secured notes due 2030 105 % 101 % Senior unsecured notes due 2031 109 % 103 % Term loans due March 2030 100 % — % _______________ (1) The 2024 Notes, Secured Notes, Unsecured Notes and term loans due 2030 are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Series B Mandatory Convertible Preferred Stock On December 13, 2022, we completed a preferred stock offering, through which Chart issued and sold 8.050 million depositary shares, each representing a 1/20th interest in a share of Chart’s 6.75% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”). The amount issued included 1.050 million depositary shares issued pursuant to the exercise in full of the option granted to the underwriters to purchase additional depositary shares. We received gross proceeds of $402.5 from the issuance of shares less $14.4 of equity issuance costs. The proceeds were used to fund the acquisition of Howden. Dividends . Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared at an annual rate of 6.75% on the liquidation value of $1,000 per share. Chart may pay declared dividends in cash or, subject to certain limitations, in shares of common stock, or in any combination of cash and shares of common stock on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2023 and ending on, and including, December 15, 2025. We declared and paid $27.3 in dividends for the year ended December 31, 2023. The accumulated but undeclared amount of dividends as of December 31, 2022 was $1.4. Both amounts of $27.3 and $1.4 are treated as a reduction to income attributable to common shareholders in the computation of earnings per share for the years ended December 31, 2023 and 2022, respectively. Mandatory Conversion . Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be December 15, 2025, into not less than 7.0520 and not more than 8.4620 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the applicable market value and subject to certain anti-dilution adjustments. Correspondingly, the conversion rate per depositary share will be not less than 0.3526 and not more than 0.4231 shares of common stock per depositary share. The conversion rate will be determined based on a preceding 20-day volume-weighted-average-price of common stock. The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Share of Mandatory Convertible Preferred Stock Greater than $141.8037 (threshold appreciation price) 7.0520 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 7.0520 and 8.4620 shares of common stock, determined by dividing $1,000 by the applicable market value Less than $118.1754 (initial price) 8.4620 shares of common stock The following table illustrates the conversion rate per depositary share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Depositary Share Greater than $141.8037 (threshold appreciation price) 0.3526 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 0.3526 and 0.4231 shares of common stock, determined by dividing $50 by the applicable market value Less than $118.1754 (initial price) 0.4231 shares of common stock Optional Conversion of the Holder . Other than during a fundamental change conversion period, at any time prior to December 15, 2025, a holder of the Mandatory Convertible Preferred Stock may elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate of 7.0520 shares of common stock per share of Mandatory Convertible Preferred Stock (equivalent to 0.3526 shares of common stock per depositary share), subject to certain anti-dilution and other adjustments. Because each depositary share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of depositary shares may convert its depositary shares only in lots of 20 depositary shares. Fundamental Change Conversion . If a fundamental change occurs on or prior to December 15, 2025, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at the fundamental change conversion rate during the period beginning on, and including, the effective date of such fundamental change and ending on, and including, the earlier of (a) the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) December 15, 2025. Holders who convert shares of the Mandatory Convertible Preferred Stock during that period will also receive a make-whole dividend amount comprised of a fundamental change dividend make-whole amount, and to the extent there is any, the accumulated dividend amount. Because each depositary share represents a 1/20th fractional interest in a share of the Series B Preferred Stock, a holder of depositary shares may convert its depositary shares upon a fundamental change only in lots of 20 depositary shares. Ranking. The Mandatory Convertible Preferred Stock, with respect to anticipated dividends and distributions upon Chart’s liquidation or dissolution, or winding-up of Chart’s affairs, ranks or will rank: • senior to our common stock and each other class or series of capital stock issued after the initial issue date of the Mandatory Convertible Preferred Stock, the terms of which do not expressly provide that such capital stock ranks either senior to the Mandatory Convertible Preferred Stock or on a parity with Mandatory Convertible Preferred Stock; • equal with any class or series of capital stock issued after the initial issue date the terms of which expressly provide that such capital stock will rank equal with the Mandatory Convertible Preferred Stock: • junior to the Series A Preferred Stock, if issued, and each other class or series of capital stock issued after the initial issue date that is expressly made senior to the Mandatory Convertible Preferred Stock; • junior to our existing and future indebtedness; and • structurally subordinated to any existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties. Voting Rights. Holders of Mandatory Convertible Preferred Stock generally will not have voting rights. Whenever dividends on shares of Mandatory Convertible Preferred Stock have not been declared and paid for six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, March 15, 2023), whether or not for consecutive dividend periods, the holders of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of all other series of voting preferred stock of equal rank, then outstanding, will be entitled at our next annual or special meeting of stockholders to vote for the election of a total of two additional members of our board of directors, subject to certain limitations. This right will terminate if and when all accumulated and unpaid dividends have been paid in full, or declared and a sum sufficient for such payment shall have been set aside. Upon such termination, the term of office of each preferred stock director so elected will terminate at such time and the number of directors on our board of directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment. Embedded Derivatives. There are no material embedded derivatives that meet the criteria for bifurcation and separate accounting pursuant to ASC 815-15, Embedded Derivatives. Common Stock On December 13, 2022, we completed a public offering (the “2022 Equity Offering”), through which Chart issued and sold 5.924 million shares of common stock, $0.01 par value per share. We received gross proceeds of $700.0 from the issuance of shares less $24.9 of equity issuance costs. On January 10, 2023, we completed a public offering (the “Partial Greenshoe”), through which Chart issued and sold 0.11 shares of common stock, $0.01 par value per share. We received gross proceeds of $12.1 from the issuance of shares less $0.4 of equity issuance costs. Proceeds from both the 2022 Equity Offering and Partial Greenshoe were used to fund the Howden Acquisition. |
Financial Instruments and Deriv
Financial Instruments and Derivative Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments and Derivative Financial Instruments | Financial Instruments and Derivative Financial Instruments Concentrations of Credit Risks: We sell our products primarily to gas producers, distributors, and end-users across energy, industrial, power, HVAC and refining applications in countries throughout the world. Approximatel y 59%, 42%, and 56% of sales were to customers in foreign countries in 2023, 2022, and 2021, respectively. In 2023, 2022, and 2021, no single customer accounted for more than 10% of consolidated sales. Sales to our top ten customers accounted for 25%, 38% and 39% of consolidated sales in 2023, 2022, and 2021, respectively. Our sales to particular customers fluctuate from period to period, but our large industrial gas producer and distributor customers tend to be a consistently substantial source of revenue for us. We are subject to concentrations of credit risk with respect to our cash and cash equivalents, restricted cash and restricted cash equivalents and forward foreign currency exchange contracts. To minimize credit risk from these financial instruments, we enter into arrangements with major banks and other quality financial institutions and invest only in high-quality instruments. We do not expect any counterparties to fail to meet their obligations. Derivatives and Hedging We utilize a combination of cross-currency swaps and foreign exchange collars (together the “Foreign Exchange Collar Contracts”) as a net investment hedge of a portion of our investments in certain international subsidiaries that use the euro as their functional currency in order to reduce the volatility caused by changes in exchange rates. As a result of our acquisition of Howden, we are also a party to foreign currency contracts not designated as hedging instruments (the “Foreign Currency Contracts”) which are used to mitigate the risk associated with cash management activities and customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency. Our Foreign Currency Contracts are measured at fair value with changes in fair value recorded within foreign currency (gain) loss. We classify cash flows related to our Foreign Currency Contracts as operating activities within our consolidated statements of cash flows. The notional value of our Foreign Currency Contracts was $393.5 a s of December 31, 2023. Our derivative contracts are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. We believe the credit risks with respect to the counterparties, and the foreign currency risks that would not be hedged if the counterparties fail to fulfill their obligations under the contract, are not material in view of our understanding of the financial strength of the counterparties. Our derivative contracts are not exchange traded instruments and their fair value is determined using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements. The following table represents the fair value of our asset and liability derivatives: Asset Derivatives Liability Derivatives December 31, December 31, December 31, December 31, Derivatives designated as net investment hedge Balance Sheet Location Fair Value Fair Value Balance Sheet Location Fair Value Fair Value Foreign Exchange Collar Contracts (1) Other assets $ — $ — Other long-term liabilities $ 6.0 $ 2.7 Total derivatives designated as net investment hedge — — 6.0 2.7 Derivatives not designated as hedges Foreign Currency Contracts Other current assets 1.8 — Other current liabilities 2.7 — Foreign Currency Contracts Other assets 0.1 — Other long-term liabilities — — Total derivatives not designated as hedges 1.9 — 2.7 — Total derivatives $ 1.9 $ — $ 8.7 $ 2.7 _______________ (1) Represents foreign exchange swaps and foreign exchange options. The following table represents the net effect derivative instruments designated in hedging relationships had on accumulated other comprehensive loss on the consolidated statements of income and comprehensive income: Year Ended December 31, Derivatives designated as net investment hedge 2023 2022 Foreign Exchange Collar Contracts (1) (2) $ 2.6 $ 5.2 _______________ (1) Our designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to hedge ineffectiveness during the year ended December 31, 2023. (2) Represents foreign exchange swaps and foreign exchange options. The following table represents the effect that derivative instruments not designated as hedges had on net income: Year Ended December 31, Derivatives not designated as hedges Location of (gain) recognized in income 2023 2022 Foreign Currency Contracts Foreign currency (gain) $ (3.3) $ — The following table represents interest income, included within interest expense, net on the consolidated statements of income and comprehensive income related to amounts excluded from the assessment of hedge effectiveness for derivative instruments designated as net investment hedges: Year Ended December 31, Derivatives designated as net investment hedge 2023 2022 Foreign Exchange Collar Contracts (1) (2) $ 1.6 $ 1.3 _______________ (1) Represents amount excluded from effectiveness testing. Our Foreign Exchange Collar Contracts are designated with terms based on the spot rate of the euro. Future changes in the components related to the spot change on the notional will be recorded in other comprehensive income and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are classified in interest expense, net in the consolidated statements of income and comprehensive income, and the initial value of excluded components currently recorded in accumulated other comprehensive loss as a foreign currency translation adjustment are amortized to interest expense, net over the remaining term of the Foreign Exchange Contract. (2) Represents foreign exchange swaps and foreign exchange options. |
Product Warranties
Product Warranties | 12 Months Ended |
Dec. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties We provide product warranties with varying terms and durations for the majority of our products. We estimate our warranty reserve by considering historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside our typical experience. We record warranty expense in cost of sales in the consolidated statements of income and comprehensive income. Product warranty claims not expected to occur within one year are included as part of other long-term liabilities in the consolidated balance sheets. The following table represents changes in our consolidated warranty reserve: Year Ended December 31, 2023 2022 2021 Beginning balance $ 4.1 $ 10.5 $ 11.9 Acquired warranty reserve 35.7 — — Accrued warranty expense 2.6 1.5 5.0 Warranty usage (11.2) (7.9) (6.4) Foreign exchange translation effect 0.6 — — Ending balance $ 31.8 $ 4.1 $ 10.5 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Howden Acquisition On March 17, 2023, we completed the Howden Acquisition pursuant to the previously disclosed Equity Purchase Agreement dated as of November 9, 2022. The acquisition purchase price was $4,387.4. We financed the purchase price for the Howden Acquisition with proceeds from borrowings under our Amended SSRCF, Amendment No. 3 Term Loan, common and preferred stock issuance and a private offering of Secured Notes and Unsecured Notes. See Note 10, “Debt and Credit Arrangements,” for more information. The following table shows the purchase price in accordance with ASC 805: Description Cash consideration to seller $ 2,788.3 Howden's debt settled at close 1,529.0 Settlement of seller transaction costs 67.2 Funds held in escrow 20.4 Working capital adjustment (17.5) Total ASC 805 purchase price $ 4,387.4 Howden is a leading global provider of mission critical air and gas handling products providing service and support to customers around the world in highly diversified end markets and geographies. The combination of Chart and Howden is complementary and furthers our global leadership position in highly engineered process technologies and products serving the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. We estimated the preliminary fair value of acquired developed technology and trade names using the relief from royalty method. The preliminary fair values of acquired customer backlog and customer relationships were estimated using the multi-period excess earnings method. Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporated estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. The excess of the purchase price over the preliminary estimated fair values is assigned to goodwill. The preliminary estimated goodwill was established due to expected cost and commercial synergies, anticipated growth of new customers, and expansion of equipment portfolio and process technology offerings. Goodwill recorded for the Howden Acquisition is not expected to be deductible for tax purposes. As additional information becomes available, we will further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the Howden Acquisition. Areas that are subject to change include evaluating income tax accounting considerations. We do not believe such revisions or changes will be material. The preliminary estimated fair values of the assets acquired and liabilities assumed disclosed in this note are inclusive of businesses identified to be sold as of the acquisition date. On June 12, 2023, we signed a definitive agreement to divest our Roots business, which we acquired as part of the Howden Acquisition. We have categorized the assets and liabilities of these discontinued operations on separate lines in the table below. Please refer to Note 3, “Discontinued Operations and Other Businesses Sold.” The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date: Preliminary Estimated Fair Value Net assets acquired: Cash and cash equivalents $ 62.5 Restricted cash 2.6 Accounts receivable 427.5 Inventories 260.0 Unbilled contract revenue 168.1 Prepaid expenses 51.9 Other current assets 103.3 Assets held for sale 225.7 Property, plant and equipment 325.1 Identifiable intangible assets 2,434.5 Equity method investments 12.0 Other assets 117.8 Accounts payable (373.2) Customer advances and billings in excess of contract revenue (233.2) Accrued salaries, wages and benefits (103.0) Accrued income taxes (28.5) Current portion of warranty reserve (34.3) Current portion of long-term debt (1) (1.4) Other current liabilities (141.2) Liabilities held for sale (43.9) Long-term deferred tax liabilities (671.8) Operating lease liabilities (52.3) Finance lease liabilities (8.1) Accrued pension liabilities (6.0) Other long-term liabilities (45.7) Total identifiable net assets assumed 2,448.4 Noncontrolling interest (2) (146.3) Goodwill (3) 2,085.3 Net assets acquired $ 4,387.4 Assets acquired net of cash, cash equivalents and restricted cash $ 4,322.3 _______________ (1) Represents the balance related to short term debt held in Other Debt Facilities. Refer to Note 10, “Debt and Credit Arrangements.” (2) As part of the Howden Acquisition, we acquired a noncontrolling interest which owns 82% of Howden Hua Engineering Co., Ltd, an entity based in China which is valued at $146.0. (3) Includes $102.2 and $49.7 allocated to the Roots and American Fan divestitures, respectively. The following table summarizes information regarding preliminary identifiable assets acquired in the Howden Acquisition: Estimated Useful Lives Preliminary Estimated Asset Fair Value Finite-lived intangible assets acquired: Customer relationships 18 years $ 1,533.0 Backlog 3 years 135.0 Technology 5 to 14 years 296.0 Total finite-lived intangible assets acquired $ 1,964.0 Indefinite-lived intangible assets acquired: Trade names 470.5 Total intangible assets acquired $ 2,434.5 Chart’s consolidated financial statements include Howden’s sales and operating inco me of $1,537.9 and $188.5, res pectively, from date the of acquisition through December 31, 2023. We incurre d $4.9 and $25.4 i n transaction related costs during the fourth quarter of 2022 and the first quarter of 2023, respectively, related to the Howden Acquisition which were recorded in selling, general and administrative expenses on the consolidated statements of income and comprehensive income. No interest expense is allocated to Howden’s net income for our period of ownership. As part of the Howden Acquisition, we acquired defined benefit pension plans, which are predominately in Germany. As a result, we assumed pensio n assets of $38.7 and pension liabilities of $41.1, a net $2.4 liabi lity. Unaudited Supplemental Pro Forma Information The following unaudited pro forma combined financial information for the years ended December 31, 2023, 2022 and 2021 gives effect to the Howden Acquisition and the Roots and American Fan divestitures, as if both occurred on January 1, 2021. The unaudited pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. In addition, the unaudited pro forma information is not intended to be a projection of future results and does not reflect any operating efficiencies or cost savings that might be achievable. The following adjustments are reflected in the unaudited pro forma financial table below: • the effect of increased interest expense related to the repayment of the Howden term loans, senior notes and revolving credit facility net of the additional borrowing on the Chart senior secured revolving credit facility and senior secured and unsecured notes, • amortization of acquired intangible assets, • an adjustment to reflect the change in the estimated income tax rate for federal and state purposes, • nonrecurring acquisition-related expenses incurred by Howden prior to the close of and directly attributable to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented, and • nonrecurring acquisition-related expenses incurred by Chart and directly related to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented. Year Ended December 31, 2023 2022 2021 Pro forma sales from continuing operations $ 3,657.7 $ 3,314.6 $ 2,893.8 Pro forma net loss attributable to Chart Industries, Inc. from continuing operations 6.1 164.0 171.8 Fronti Fabrications, Inc. Acquisition On May 31, 2022, we acquired 100% of the equity interests of Fronti Fabrications, Inc. (“Fronti”) for $20.6 in cash or $20.4 net of $0.2 cash acquired. Fronti is a specialist in engineering, machining and welding for the cryogenic and gas industries, and also supplies new build pressure vessels and cold boxes, and performs repairs with certification to American Society of Mechanical Engineers (ASME) code. The fair value of the total net assets acquired includes goodwill, identifiable intangible assets and other net assets at the date of acquisition in the amounts of $14.4, $5.3 and $0.9, respectively (as previously reported $14.3, $5.3 and $1.0, respectively). The purchase price allocation and all required purchase accounting adjustments were finalized in the second quarter of 2023. CSC Cryogenic Service Center AB Acquisition On May 16, 2022, we acquired 100% of the equity interests of CSC for approximately $3.8 in cash (subject to certain customary adjustments). CSC brings a strong service footprint in the Nordic region with many overlapping customers to Chart, allowing us to broaden our service and repair presence geographically. The purchase price allocation and all required purchase accounting adjustments were finalized in the second quarter of 2023. As defined in Note 2, “Significant Accounting Policies”, we preliminarily allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. The preliminary fair value of the acquired tangible and identifiable intangible assets was determined based on inputs that are unobservable and significant to the overall fair value measurement. The preliminary fair value is based on estimates and assumptions made by management at the time of the acquisition. As such, the acquisitions are classified as Level 3 fair value hierarchy measurements and disclosures. Contingent Consideration The fair value of contingent consideration was $16.9 for SES and $3.2 for BIG at the date of acquisitions and was valued according to a discounted cash flow approach, which included assumptions regarding the probability of achieving certain targets and a discount rate applied to the potential payments. Potential payments for SES, which range between $0.0 and $12.5, are measured between the period commencing January 1, 2024 and ending on December 31, 2028 based on the attainment of certain earnings targets. The earn-out period for BIG ended December 31, 2022, and we disbursed payment during the second quarter of 2023. In connection with the Howden Acquisition, Chart assumed a deferred consideration liability of $1.2 and an earn-out provision of $1.7, in relation to Howden’s acquisition of Maintenance Partners NV (“MP”) on April 30, 2021. The earn-out period for MP ended April 30, 2023, and we disbursed payment during the third quarter of 2023. Valuations are performed using Level 3 inputs as defined in Note 2, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2023 and are evaluated on a quarterly basis based on forecasted sales and earnings targets. Contingent consideration liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balance sheets. Changes in fair value of contingent consideration, including accretion, are recorded as selling, general, and administrative expenses in the consolidated statements of income and comprehensive income. The following table represents the changes to our contingent consideration liabilities: SES BIG MP Total Balance at December 31, 2022 $ 16.3 $ 1.0 $ — $ 17.3 (Decrease) increase in fair value of contingent consideration liabilities (1) (2) (9.2) 0.7 (0.2) (8.7) Acquired contingent consideration liabilities — — 2.9 2.9 Payment of contingent consideration — (1.7) (2.7) (4.4) Balance at December 31, 2023 $ 7.1 $ — $ — $ 7.1 _______________ (1) For the year ended December 31, 2023, the fair value of contingent consideration related to SES decreased by $9.2 (decreased by $2.8 for the year ended December 31, 2022 and increased by $2.2 for the year ended December 31, 2021). On December 31, 2023, the measurement period for technical milestones tranche of the SES earn-out, with potential payments that ranged from $0.0 to $12.5, was not met and resulted in a reduction of the fair value of contingent consideration during 2023. (2) For the year ended December 31, 2023, the fair value of contingent consideration related to BIG increased by $0.7 (decreased by $1.1 during both the years ended December 31, 2022 and 2021). In connection with the Earthly Labs acquisition, Chart will pay to the sellers a royalty on sales of carbon capture units for residential use launched for sale to the public by Chart in an amount equal to 4% of such sales. Potential royalty payments shall be paid to the sellers during the three year period following Chart’s launch of this product. This product has not yet been developed and as such, the fair value of the contingent consideration liability that arises from this arrangement was insignificant as of December 31, 2023 and 2022. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) are as follows: December 31, 2023 Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Beginning Balance $ (50.5) $ (7.5) $ (58.0) Other comprehensive income 63.7 4.2 67.9 Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 0.9 0.9 Net current-period other comprehensive income, net of taxes 63.7 5.1 68.8 Ending Balance $ 13.2 $ (2.4) $ 10.8 December 31, 2022 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Beginning Balance $ (15.2) $ (6.5) $ (21.7) Other comprehensive loss (35.3) (1.5) (36.8) Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 0.5 0.5 Net current-period other comprehensive loss, net of taxes (35.3) (1.0) (36.3) Ending Balance $ (50.5) $ (7.5) $ (58.0) _______________ (1) Foreign currency translation adjustments includes translation adjustments and net investment hedge, net of taxes. See Note 12, “Financial Instruments and Derivative Financial Instruments,” for further information related to the net investment hedge. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table presents calculations of net income per share of common stock: Year Ended December 31, 2023 2022 2021 Amounts attributable to Chart common stockholders Income from continuing operations $ 47.9 $ 81.6 $ 59.1 Less: Mandatory convertible preferred stock dividend requirement 27.3 1.4 — Income from continuing operations attributable to Chart 20.6 80.2 59.1 Loss from discontinued operations, net of tax (0.6) (57.6) — Net income attributable to Chart common stockholders $ 20.0 $ 22.6 $ 59.1 Earnings per common share – basic: Income from continuing operations $ 0.49 $ 2.21 $ 1.66 Loss from discontinued operations (0.01) (1.59) — Net income attributable to Chart Industries, Inc. $ 0.48 $ 0.62 $ 1.66 Earnings per common share – diluted: Income from continuing operations $ 0.44 $ 1.92 $ 1.44 Loss from discontinued operations (0.01) (1.38) — Net income attributable to Chart Industries, Inc. $ 0.43 $ 0.54 $ 1.44 Weighted average number of common shares outstanding – basic 41.97 36.25 35.61 Incremental shares issuable upon assumed conversion and exercise of share-based awards 0.20 0.26 0.34 Incremental shares issuable due to dilutive effect of the convertible notes 2.53 2.81 2.76 Incremental shares issuable due to dilutive effect of warrants 2.12 2.47 2.40 Incremental shares issuable due to dilutive effect of the underwriters common shares option — 0.01 — Weighted average number of common shares outstanding – diluted 46.82 41.80 41.11 Diluted earnings per share does not consider the following cumulative preferred stock dividends and potential common shares as the effect would be anti-dilutive: Year Ended December 31, 2023 2022 2021 Numerator Mandatory convertible preferred stock dividend requirement (1) $ 27.3 $ 1.4 $ — Denominator Anti-dilutive shares, Share-based awards 0.09 0.06 0.03 Anti-dilutive shares, Convertible note hedge and capped call transactions (2) 2.53 2.81 2.76 Anti-dilutive shares, Mandatory convertible preferred stock (1) 3.03 0.17 — Total anti-dilutive securities 5.65 3.04 2.79 _______________ (1) We calculate the basic and diluted earnings per share based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Mandatory Convertible Preferred Stock and the 2024 Convertible Notes are participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses are not allocated to the Series B Mandatory Convertible Preferred Stock, as it does not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period. (2) The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 10, “Debt and Credit Arrangements.” |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income from Continuing Operations Before Income Taxes Income from continuing operations before income taxes consists of the following: For the Year Ended December 31, 2023 2022 2021 United States $ (100.9) $ 31.1 $ 25.9 Foreign 158.9 67.8 48.2 Income from continuing operations before income taxes $ 58.0 $ 98.9 $ 74.1 Provision Significant components of income tax expense (benefit), net are as follows: For the Year Ended December 31, 2023 2022 2021 Current: Federal $ (15.5) $ (1.3) $ 1.7 State and local 6.6 3.5 3.2 Foreign 91.2 15.4 16.5 Total current 82.3 17.6 21.4 Deferred: Federal 1.5 (5.6) (5.8) State and local (1.8) 1.9 1.1 Foreign (79.0) 2.0 (3.2) Total deferred (79.3) (1.7) (7.9) Total income tax expense, net $ 3.0 $ 15.9 $ 13.5 See Note 3, “Discontinued Operations and Other Businesses Sold” for the income (loss) from discontinued operations and related income taxes. Effective Tax Rate Reconciliation The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense is as follows: Year Ended December 31, 2023 2022 2021 Income tax expense at U.S. statutory rate $ 12.2 $ 20.8 $ 15.6 State income taxes, net of federal tax benefit 3.1 1.5 3.1 Foreign withholding taxes 6.3 0.2 1.6 U.S. taxation of international operations 18.7 1.4 (0.3) Effective tax rate differential of earnings outside of United States 2.8 1.7 1.8 Change in valuation allowance (2.0) (11.6) (5.9) Research & experimentation (2.0) (2.9) (1.0) Provision to return 0.8 5.0 0.3 Non-deductible items 0.1 0.4 2.4 Change in uncertain tax positions 2.0 (0.3) (0.2) Share-based compensation 0.1 (1.1) (4.1) Capital (loss) (40.5) — — Unremitted earnings not permanently reinvested 0.9 — — Other items 0.5 0.8 0.2 Income tax expense $ 3.0 $ 15.9 $ 13.5 We reclassified certain line items of the effective tax rate reconciliation for year ended December 31, 2021 and December 31, 2022 to correspond with the year ended December 31, 2023. Deferred Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Significant components of our deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred tax assets (“DTA”): Accruals and reserves $ 48.2 $ 5.1 Loss contingency 0.5 70.3 Pensions — 0.2 Inventory 127.0 78.1 Share-based compensation 2.6 2.3 R&D Amortization 18.1 7.4 Tax credit carryforwards 2.6 8.2 Interest limitation carryover 126.8 5.5 Foreign net operating loss carryforwards 36.0 8.7 State net operating loss carryforwards 4.2 2.1 Convertible notes 2.2 4.3 Property, plant and equipment – net DTA 4.4 5.2 Other – net DTA 2.2 2.9 Total deferred tax assets before valuation allowances 374.8 200.3 Valuation allowances (90.3) (5.4) Total deferred tax assets, net of valuation allowances $ 284.5 $ 194.9 Deferred tax liabilities (“DTL”): Property, plant and equipment – net DTL $ 58.6 $ 26.0 Goodwill and intangible assets 629.0 77.0 Pensions 6.4 — Insurance receivable — 53.5 Unremitted earnings (APB23) 19.7 — Other – net DTL 0.6 3.1 Investments 2.3 4.5 Deferred revenue 123.5 72.0 Total deferred tax liabilities $ 840.1 $ 236.1 Net deferred tax liabilities $ 555.6 $ 41.2 The net deferred tax liability is classified as follows: Other assets $ (12.6) $ (4.9) Long-term deferred tax liabilities 568.2 46.1 Net deferred tax liabilities $ 555.6 $ 41.2 We evaluate the recoverability of our deferred tax assets on a jurisdictional basis by considering whether deferred tax assets will be realized on a more likely than not basis. To the extent a portion or all of the applicable deferred tax assets do not meet the more likely than not threshold, a valuation allowance is recorded. As of December 31, 2023, we have valuation allowances totaling $90.3 consisting primarily of our operations in the United Kingdom, France, and Belgium. We have U.S. state net operating loss carryforwards of $138.7 that may be carried forward indefinitely. As of December 31, 2023, we had $145.6 fo reign net operating loss carryforwards primarily in Belgium, France, and India subject to local tax limitations. The foreign net operating losses can be carried forward indefinitely, except in applicable jurisdictions that make up less than 12% of available net operating losses. We have tax credit carryforwards of $2.6 . Other Tax Information We previously considered the earnings in our non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. As a result of the Howden Acquisition during 2023, we have reevaluated our indefinite reinvestment assertion and have determined that we are partially reinvested. We are not permanently reinvested on $247.9 of the undistributed earnings of our foreign subsidiaries. The remaining earnings continue to be indefinitely reinvested outside the United States. We have assessed a total deferred tax liability of $19.7 as of December 31, 2023 on such earnings that have not been indefinitely reinvested. This is an increase of $19.7 as compared to the deferred tax liability as of December 31, 2022. We have made no provision for U.S. income taxes or additional non-U.S. taxes on certain undistributed earnings of non-U.S. subsidiaries. These earnings could become subject to additional tax if we were to dividend those earnings or sell our interest in the non-U.S. subsidiary. We cannot practically determine the amount of additional taxes that might be payable on those earnings. The Organization for Economic Co-operation and Development (OECD) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024, and other aspects effective January 1, 2025. While it is uncertain whether the United States will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. We do not expect Pillar 2 to have a material impact on our effective tax rate or our consolidated results of operation, financial position, and cash flows. Cash paid for income taxes during the years ended December 31, 2023, 2022, and 2021 was $49.7 , $27.0, and $57.2, respectively. Unrecognized Income Tax Benefits We record a liability for unrecognized income tax benefits for the amount of benefit included in our previously filed income tax returns and in our financial results expected to be included in income tax returns to be filed for periods through the date of our Consolidated financial statements for income tax positions for which it is not more likely than not to be sustained upon examination by the respective tax authority. The reconciliation of beginning to ending gross unrecognized tax benefits is as follows: Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits at beginning of the year $ 0.7 $ 1.7 $ 1.9 Additions for tax positions acquired during the current period 34.4 — — Additions (reductions) for tax positions taken during the prior period 3.7 — 0.4 Reductions relating to settlements with taxing authorities (1.6) (0.3) — Lapse of statutes of limitation (0.2) (0.7) (0.6) Unrecognized tax benefits at end of the year $ 37.0 $ 0.7 $ 1.7 We are routinely examined by tax authorities around the world. Tax examinations remain in process in multiple countries including but not limited to Denmark, France, Germany and India. We file numerous group and separate returns in U.S. federal and state jurisdictions as well as international jurisdictions. We are subject to income taxes in the U.S federal jurisdiction and various state and foreign jurisdictions. In the United States, tax years dating back to 2020 remain subject to examination. With some exceptions, other major tax jurisdictions generally are not subject to examinations for years beginning before 2009. Included in the balance of unrecognized tax benefits at December 31, 2023 and 2022 was $35.8 and $0.5, respectively of income tax (benefit)/expenses, which, if ultimately recognized, would impact our annual effective tax rate. We recognize interest accrued related to unrecognized tax benefits and penalties as income tax expense. We accrue d approximately $0.9 and $0.1 of interest and penalties at December 31, 2023 and 2022, respectively We recognized a liability related to interest and penalties on unrecognized tax benefits of $7.0 as of December 31, 2023, primarily related to tax positions acquired in the Howden Acquisition. The amount of interest and penalties related to years prior to 2023 is immaterial. Due to |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plans We have a defined benefit pension plan which is frozen, that covers certain U.S. hourly and salary employees (the “Chart Plan”). The defined benefit plan provides benefits based primarily on the participants’ years of service and compensation. The Retirement Plan for Union Employees of Smithco Engineering Inc. (the “Hudson Plan”) merged into the Chart Plan as of February 28, 2021 (the “Hudson Plan merger”). Following the Howden Acquisition, we assumed responsibility for approximately ten additional defined benefit plans outside of the United States, which are predominantly in Germany (the “Howden Plans”). Upon acquisition, we recognized a net liability on our consolidated balance sheet. The components of net periodic pension income are as follows : U.S. Plans International Plans Year Ended December 31, Year Ended December 31, 2023 2022 2021 2023 Interest cost $ 2.4 $ 1.7 $ 1.7 $ 1.2 Service cost $ — $ — $ — $ 0.7 Expected return on plan assets (3.3) (4.3) (3.8) (1.3) Amortization of net loss 0.9 0.5 1.0 — Total net periodic pension income $ — $ (2.1) $ (1.1) $ 0.6 Each component of net periodic pension income is included in selling, general and administrative expenses in the consolidated statements of income. The other changes in plan assets and projected benefit obligations recognized in other comprehensive (loss) income are as follows: U.S. Plans International Plans Year Ended December 31, Year Ended December 31, 2023 2022 2023 Net actuarial (gain) loss $ (5.9) $ 1.7 $ 0.1 Net amortization (0.9) (0.5) — Effect of foreign exchange rates — — 4.7 Total recognized in other comprehensive (loss) income $ (6.8) $ 1.2 $ 4.8 The changes in the projected benefit obligation and plan assets, the funded status of the plans and the amounts recognized in the consolidated balance sheets are as follows: U.S. Plans International Plans December 31, December 31, 2023 2022 2023 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 50.0 $ 63.5 $ — Acquisition of Howden (1) — — 41.1 Interest cost 2.4 1.7 1.2 Service cost — — 0.7 Benefits paid (3.1) (3.0) (2.0) Actuarial (gains) losses (1.2) (12.2) 0.4 Foreign exchange rate impact — — 1.6 Projected benefit obligation at year end 48.1 50.0 43.0 Accumulated benefit obligation at year end 48.1 50.0 41.2 Change in plan assets: Fair value of plan assets at beginning of year 49.1 61.9 — Acquisition of Howden (1) — — 38.7 Actual return 8.0 (9.8) 1.6 Employer contributions — — 1.9 Benefits paid (3.1) (3.0) (2.0) Foreign exchange rate impact — — 1.6 Fair value of plan assets at year end 54.0 49.1 41.8 Funded status (Accrued pension asset (liability)) $ 5.9 $ (0.9) $ (1.2) Amounts recognized on the consolidated balance sheet at December 31: Non-current assets $ 5.9 $ — $ 5.8 Current liabilities — — (0.3) Non-current liabilities — (0.9) (6.7) Recognized accrued pension asset (liability) $ 5.9 $ (0.9) $ (1.2) Unrecognized actuarial loss recognized in accumulated other comprehensive loss $ 3.5 $ 10.3 $ 0.1 _______________ (1) The 2023 changes in the projected benefit obligation and plan assets reflect the effect of the Howden Acquisition. Non-current assets and current liabilities related to defined benefit plans are classified within other assets and accrued salaries, wages and benefits, respectively, in our consolidated balance sheets. The estimated net periodic pension income for the Chart Plan that will be amortized from accumulated other comprehensive loss over the next fiscal year is $0.8. The estimated net periodic pension income for the Howden Plans that will be amortized from accumulated other comprehensive loss over the next fiscal year is not material. Howden Plans with accumulated benefit obligations in excess of plan assets consist of the following: International Plans December 31, 2023 Projected benefit obligation $ 6.7 Accumulated benefit obligation 5.7 Fair value of plan assets 0.3 Howden Plans with projected benefit obligations in excess of plan assets consist of the following: International Plans December 31, 2023 Projected benefit obligation $ 10.2 Accumulated benefit obligation 8.4 Fair value of plan assets 3.4 The actuarial assumptions used in determining pension plan information are as follows: U.S. Plans International Plans Year Ended December 31, Year Ended December 31, 2023 2022 2021 2023 Assumptions used to determine the projected obligation at year end: Discount rate 5.0 % 4.9 % 2.7 % 3.4 % Rate of increase in compensation levels for active pension plans — % — % — % 4.1 % Assumptions used to determine net periodic benefit cost: Discount rate 4.9 % 2.7 % 2.4 % 3.4 % Expected long-term weighted-average rate of return on plan assets 7.0 % 7.0 % 7.0 % 4.5 % Rate of increase in compensation levels for active pension plans — % — % — % 4.1 % U.S. Plans The discount rate of the Chart Plan reflects the current rate at which the pension liabilities could be effectively settled at year end. In estimating this rate, we look to rates of return on high quality, fixed-income investments that receive one of the two highest ratings given by a recognized rating agency and the expected timing of benefit payments under the plan. The expected return assumptions were developed using an averaging formula based upon the plans’ investment guidelines, mix of asset classes, historical returns of equities and bonds, and expected future returns. We employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of short and long-term plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies. International Plans In determining discount rates for the Howden Plans, we utilize the single discount rate equivalent to discounting the expected future cash flows from each plan using the yields at each duration from a published yield curve as of the measurement date. The expected long-term rate of return on plan assets was based on our investment policy target allocation of the asset portfolio between various asset classes and the expected real returns of each asset class over various periods of time that are consistent with the long-term nature of the underlying obligations of these plans. Our primary investment objective for the defined benefit pension plan assets is to provide a source of retirement income for the plans’ participants and beneficiaries. The Chart Plan’s target allocations by asset category and fair values of the plan assets by asset class at December 31 are as follows: U.S. Plans Target Allocations by Asset Category Fair Value Total Level 2 Level 3 Plan Assets: 2023 2022 2023 2022 2023 2022 Equity funds 30% $ 16.5 $ 35.0 $ 16.5 $ 35.0 $ — $ — Fixed income funds 62% 34.0 13.0 34.0 13.0 — — Other investments 8% 3.5 1.1 — — 3.5 1.1 Total $ 54.0 $ 49.1 $ 50.5 $ 48.0 $ 3.5 $ 1.1 The plan assets are primarily invested in pooled separate funds. The fair values of equity securities and fixed income securities held in pooled separate funds are based on net asset value of the units of the funds as determined by the fund manager. These funds are similar in nature to retail mutual funds, but are typically more efficient for institutional investors. The fair value of pooled funds is determined by the value of the underlying assets held by the fund and the units outstanding. The value of the pooled funds is not directly observable, but is based on observable inputs. As such, these plan assets are valued using Level 2 inputs. Certain plan assets in the other investments asset category are invested in a general investment account where the fair value is derived from the liquidation value based on an actuarial formula as defined under terms of the investment contract. These plan assets were valued using unobservable inputs and, accordingly, the valuation was performed using Level 3 inputs. The following table represents changes in the fair value of plan assets categorized as Level 3 from the preceding table: U.S. Plans Balance at December 31, 2021 $ 2.0 Purchases, sales and settlements, net (3.4) Transfers, net 2.5 Balance at December 31, 2022 1.1 Purchases, sales and settlements, net (2.9) Transfers, net 5.3 Balance at December 31, 2023 $ 3.5 The Howden Plans’ target allocations by asset category and fair values of the plan assets by asset class at December 31 are as follows: International Plans Target Allocations by Asset Category Fair Value Total Level 1 Level 2 Plan Assets: 2023 2023 2023 Cash and cash equivalents 0% $ 0.2 $ 0.2 $ — Insurance contracts 7% 2.9 — 2.9 Investments funds 93% 38.7 — 38.7 Total $ 41.8 $ 0.2 $ 41.6 The assets are invested with the goal of preserving principal while providing a reasonable real rate of return over the long term. Diversification of assets is achieved through strategic allocations to various asset classes in line with the investment guidelines of the plans. Actual allocations to each asset class vary due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions. The asset allocation is monitored and rebalanced as required, as frequently as on a quarterly basis in some instances. The plan assets are primarily invested in pooled separate funds. The fair values of equity securities and fixed income securities held in pooled separate funds are based on net asset value of the units of the funds as determined by the fund manager. These funds are similar in nature to retail mutual funds, but are typically more efficient for institutional investors. The fair value of pooled funds is determined by the value of the underlying assets held by the fund and the units outstanding. The value of the pooled funds is not directly observable, but is based on observable inputs. As such, these plan assets are valued using Level 2 inputs. Our funding policy is to contribute at least the minimum funding amounts required by law. Based upon current actuarial estimates, we do not expect to contribute to our Chart Plan in the next five years. Expected contributions to our Howden Plans for the year ended December 31, 2024, related to plans as of December 31, 2023, are $2.5. The following benefit payments are expected to be paid by the plan in each of the next five years and in the aggregate for the subsequent five years: U.S. Plans International Plans 2024 $ 3.5 $ 2.5 2025 3.6 2.2 2026 3.6 2.7 2027 3.6 2.2 2028 3.6 2.6 In aggregate during five years thereafter 17.5 12.6 Multi-Employer Plan We contribute to a multi-employer plan for certain collective bargaining U.S. employees. The risks of participating in this multi-employer plan are different from a single employer plan in the following aspects: (a) Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. (b) If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers. (c) If we choose to stop participating in the multi-employer plan, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We have assessed and determined that the multi-employer plan to which we contribute is not significant to our financial statements. We do not expect to incur a withdrawal liability or expect to significantly increase our contribution over the remainder of the current contract period, which ends in February 2026. We made contributions to the bargaining unit supported multi-employer pension plan resulting in expense of $0.7, $0.6, and $0.5 f or the years ended December 31, 2023, 2022, and 2021, respectively. Defined Contribution Plans The Company also sponsors defined contribution plans at various locations globally. Company contributions to the plans are based on employee contributions and include a Company match and discretionary contributions. Expenses under the plan totaled $18.2, $6.8, and $5.7 for the years ended December 31, 2023, 2022, and 2021, respectively. Voluntary Deferred Income Plan We provide additional retirement plan benefits to certain members of management under the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan. This is an unfunded plan. We recorded $0.6, $0.3, and $0.1 of expense associated with this plan for the years ended December 31, 2023, 2022, and 2021, respectively. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation Under the 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”) officers and employees (including our principal executive officer, principal financial officer and other “named executive officers”) are eligible to be granted stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares and common shares. The maximum number of shares available for issuance is 1.70, which may be treasury shares or unissued shares. As of December 31, 2023, 0.26 stock options, 0.11 shares of restricted stock and RSUs, and 0.07 performance units were outstanding under the 2017 Omnibus Equity Plan. Under the Amended and Restated 2009 Omnibus Equity Plan (“2009 Omnibus Equity Plan”) which was originally approved by our shareholders in May 2009 and re-approved by shareholders in May 2012 as amended and restated, we could grant stock options, SARs, RSUs, restricted stock, performance shares, leveraged restricted shares, and common shares to employees and directors. The maximum number of shares available for issuance is 3.35, which could be treasury shares or unissued shares. As of December 31, 2023, 0.03 stock options were outstanding under the 2009 Omnibus Equity Plan. We recognized share-based compensation expense of $12.6, $10.6, and $11.2 for the years ended December 31, 2023, 2022, and 2021, respectively. This expense is included in selling, general and administrative expenses in the consolidated statements of income . T he tax benefit related to share-based compensation, which was recorded in net income in the consolidated statement of income during the years ended December 31, 2023, 2022, and 2021 was $1.7, $1.4 and $2.2 respectively, which was recorded in net income in the consolidated statements of income . As of December 31, 2023, total share-based compensation expense of $15.4 is expected to be recognized over the remaining weighted-average period of approximately 2.1 years. Stock Options We use a Black-Scholes option pricing model to estimate the fair value of stock options. The expected volatility is based on historical information. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant. Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows: Year Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share $ 57.15 $ 67.58 $ 52.19 Expected term (years) 4.7 4.7 4.7 Risk-free interest rate 3.98 % 1.32 % 0.33 % Expected volatility 54.66 % 51.24 % 53.10 % Stock options generally have a four-year graded vesting period, an exercise price equal to the fair market value of a share of common stock on the date of grant, and a contractual term of 10 years. The following table summarizes our stock option activity from continuing operations: December 31, 2023 Number Weighted-average Aggregate Intrinsic Value Weighted- average Remaining Contractual Term Outstanding at beginning of year 0.27 $ 79.91 Granted 0.05 114.93 Exercised (0.02) 52.02 Forfeited / Cancelled (0.01) 109.23 Outstanding at end of year 0.29 $ 87.09 $ 14.5 6.0 years Vested and expected to vest at end of year 0.28 $ 86.29 $ 12.1 5.9 years Exercisable at end of year 0.18 $ 70.22 $ 14.4 4.8 years As of December 31, 2023, total unrecognized compensation cost related to stock options expected to be recognized over the weighted-average period of approximately 2.3 years is $2.3. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $2.3, $3.5, and $10.3, respectively. The total fair value of stock options vested during the years ended December 31, 2023, 2022, and 2021 was $2.1, $2.3, and $2.6, respectively. Restricted Stock and RSUs Restricted stock and RSUs generally vest ratably over a three-year period and are valued based on our market price on the date of grant. The following table summarizes our unvested restricted stock and RSUs activity from continuing operations: December 31, 2023 Number Weighted-Average Unvested at beginning of year 0.11 $ 125.14 Granted 0.07 132.28 Forfeited (0.01) 150.56 Vested (0.06) 106.20 Unvested at end of year 0.11 $ 137.70 As of December 31, 2023, total unrecognized compensation cost related to unvested restricted stock and RSUs expected to be recognized over the weighted-average period of approximately 2.2 years is $8.6. The weighted-average grant-date fair value of restricted stock and RSUs granted during the years ended December 31, 2023, 2022, and 2021 was $132.28, $155.02, and $124.32, respectively. The total fair value of restricted stock and RSUs that vested during the years ended December 31, 2023, 2022, and 2021 was $7.7, $10.0, and $17.4, respectively. Performance Units Performance units are earned over a three-year period. Based on the attainment of pre-determined performance and market condition targets as determined by the Compensation Committee of the Board of Directors, performance units earned may be in the range of between 0% and 200%. The following table, which is stated at a 100% earned percentage, summarizes our performance units activity from continuing operations: December 31, 2023 Number Weighted-Average Unvested at beginning of year 0.07 $ 103.66 Granted 0.05 126.86 Vested (0.03) 68.70 Forfeited (0.02) 94.57 Unvested at end of year 0.07 $ 134.41 As of December 31, 2023, total unrecognized compensation cost related to performance units expected to be recognized over a weighted-average period of approximately 1.8 years is $4.5. The weighted-average grant-date fair value of performance units granted during the years ended December 31 2023, 2022, and 2021 was $126.86, $153.81, and $118.41, respectively. The total fair value of performance units that vested during the years ended December 31, 2023, 2022, and 2021 was $3.4, $2.6, and $0.9, respectively. Directors’ Stock Grants In 2023, 2022, and 2021, we granted the non-employee directors stock awards covering 0.01 shares of common stock for each of those years, which had fair values of $1.1, $0.7, and $0.6, respectively. These stock awards were fully vested on the grant date. Likewise, the fair values were recognized immediately on the grant date. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessee Accounting The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from January 2024 to September 2036. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease ROU assets are classifie d as property, plant and equipment, net in the consolidated balance sheets. Finance lease ROU assets are classified as other assets in the consolidated balance sheets. Operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current. Finance lease liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balance sheets. We incurred $21.1, $16.9 and $12.1 of rental expense under operating leases for the years ended December 31, 2023, 2022 and 2021, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. We incurred $0.7, $0.2 and $0.2 of finance lease interest for the years ended December 31, 2023, 2022 and 2021, respectively . The following table presents the lease balances within our consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease, net $ 69.1 $ 21.1 Finance lease, net 16.1 3.0 Total lease assets $ 85.2 $ 24.1 Liabilities Current: Operating lease liabilities $ 18.5 $ 5.4 Finance lease liabilities 3.0 1.7 Non-current: Operating lease liabilities 50.7 15.6 Finance lease liabilities 14.2 1.5 Total lease liabilities $ 86.4 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years 4.4 years Finance leases 5.9 years 2.1 years Weighted-average discount rate Operating leases 6.6% 3.4% Finance leases 6.7% 4.4% Leased assets obtained in exchange for new finance and operating lease liabilities for the year ended December 31, 2023 were $15.4 and $62.3, respectively. The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of December 31, 2023: Finance Operating 2024 $ 4.5 $ 22.6 2025 2.5 17.7 2026 2.2 12.3 2027 2.1 8.0 2028 1.8 6.8 Thereafter (1) 9.8 14.4 Total future minimum lease payments $ 22.9 $ 81.8 Less: Present value discount (5.7) (12.6) Lease Liability $ 17.2 $ 69.2 _______________ (1) As of December 31, 2023, future minimum lease payments for non-cancelable operating leases for periods subsequent to 2028 relate to 20 leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. As of December 31, 2023 and 2022, our short-term net investment in sales-type leases was $21.4 and $14.5, respectively and is included in other current assets in our consolidated balance sheets. Our long-term net investment in sales-type leases was $62.1 and $44.3 as of December 31, 2023 and 2022, respectively, and is included in other assets in our consolidated balance sheets. For sales-type leases, interest income was $3.3, $2.4 and $0.9 in the consolidated statements of income for the years ended December 31, 2023, 2022, and 2021, respectively. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: December 31, 2023 2022 2021 Sales-type leases $ 39.3 $ 28.1 $ 46.5 Operating leases 5.2 4.1 2.4 Total sales from leases $ 44.5 $ 32.2 $ 48.9 The following table represents scheduled payments for sales-type leases: December 31, 2023 2024 $ 22.3 2025 22.2 2026 19.5 2027 13.5 2028 9.7 Thereafter 25.3 Total 112.5 Less: unearned income 29.0 Total $ 83.5 The following table represents the cost of equipment leased to others: December 31, 2023 2022 Equipment leased to others, cost $ 20.6 $ 17.3 Less: accumulated depreciation 4.4 3.1 Equipment leased to others, net $ 16.2 $ 14.2 The following table represents payments due for operating leases: December 31, 2023 2024 $ 0.4 2025 0.1 2026 — 2027 — 2028 — Thereafter — Total $ 0.5 |
Leases | Leases Lessee Accounting The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from January 2024 to September 2036. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease ROU assets are classifie d as property, plant and equipment, net in the consolidated balance sheets. Finance lease ROU assets are classified as other assets in the consolidated balance sheets. Operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current. Finance lease liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balance sheets. We incurred $21.1, $16.9 and $12.1 of rental expense under operating leases for the years ended December 31, 2023, 2022 and 2021, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. We incurred $0.7, $0.2 and $0.2 of finance lease interest for the years ended December 31, 2023, 2022 and 2021, respectively . The following table presents the lease balances within our consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease, net $ 69.1 $ 21.1 Finance lease, net 16.1 3.0 Total lease assets $ 85.2 $ 24.1 Liabilities Current: Operating lease liabilities $ 18.5 $ 5.4 Finance lease liabilities 3.0 1.7 Non-current: Operating lease liabilities 50.7 15.6 Finance lease liabilities 14.2 1.5 Total lease liabilities $ 86.4 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years 4.4 years Finance leases 5.9 years 2.1 years Weighted-average discount rate Operating leases 6.6% 3.4% Finance leases 6.7% 4.4% Leased assets obtained in exchange for new finance and operating lease liabilities for the year ended December 31, 2023 were $15.4 and $62.3, respectively. The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of December 31, 2023: Finance Operating 2024 $ 4.5 $ 22.6 2025 2.5 17.7 2026 2.2 12.3 2027 2.1 8.0 2028 1.8 6.8 Thereafter (1) 9.8 14.4 Total future minimum lease payments $ 22.9 $ 81.8 Less: Present value discount (5.7) (12.6) Lease Liability $ 17.2 $ 69.2 _______________ (1) As of December 31, 2023, future minimum lease payments for non-cancelable operating leases for periods subsequent to 2028 relate to 20 leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. As of December 31, 2023 and 2022, our short-term net investment in sales-type leases was $21.4 and $14.5, respectively and is included in other current assets in our consolidated balance sheets. Our long-term net investment in sales-type leases was $62.1 and $44.3 as of December 31, 2023 and 2022, respectively, and is included in other assets in our consolidated balance sheets. For sales-type leases, interest income was $3.3, $2.4 and $0.9 in the consolidated statements of income for the years ended December 31, 2023, 2022, and 2021, respectively. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: December 31, 2023 2022 2021 Sales-type leases $ 39.3 $ 28.1 $ 46.5 Operating leases 5.2 4.1 2.4 Total sales from leases $ 44.5 $ 32.2 $ 48.9 The following table represents scheduled payments for sales-type leases: December 31, 2023 2024 $ 22.3 2025 22.2 2026 19.5 2027 13.5 2028 9.7 Thereafter 25.3 Total 112.5 Less: unearned income 29.0 Total $ 83.5 The following table represents the cost of equipment leased to others: December 31, 2023 2022 Equipment leased to others, cost $ 20.6 $ 17.3 Less: accumulated depreciation 4.4 3.1 Equipment leased to others, net $ 16.2 $ 14.2 The following table represents payments due for operating leases: December 31, 2023 2024 $ 0.4 2025 0.1 2026 — 2027 — 2028 — Thereafter — Total $ 0.5 |
Leases | Leases Lessee Accounting The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from January 2024 to September 2036. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease ROU assets are classifie d as property, plant and equipment, net in the consolidated balance sheets. Finance lease ROU assets are classified as other assets in the consolidated balance sheets. Operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current. Finance lease liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balance sheets. We incurred $21.1, $16.9 and $12.1 of rental expense under operating leases for the years ended December 31, 2023, 2022 and 2021, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. We incurred $0.7, $0.2 and $0.2 of finance lease interest for the years ended December 31, 2023, 2022 and 2021, respectively . The following table presents the lease balances within our consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease, net $ 69.1 $ 21.1 Finance lease, net 16.1 3.0 Total lease assets $ 85.2 $ 24.1 Liabilities Current: Operating lease liabilities $ 18.5 $ 5.4 Finance lease liabilities 3.0 1.7 Non-current: Operating lease liabilities 50.7 15.6 Finance lease liabilities 14.2 1.5 Total lease liabilities $ 86.4 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years 4.4 years Finance leases 5.9 years 2.1 years Weighted-average discount rate Operating leases 6.6% 3.4% Finance leases 6.7% 4.4% Leased assets obtained in exchange for new finance and operating lease liabilities for the year ended December 31, 2023 were $15.4 and $62.3, respectively. The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of December 31, 2023: Finance Operating 2024 $ 4.5 $ 22.6 2025 2.5 17.7 2026 2.2 12.3 2027 2.1 8.0 2028 1.8 6.8 Thereafter (1) 9.8 14.4 Total future minimum lease payments $ 22.9 $ 81.8 Less: Present value discount (5.7) (12.6) Lease Liability $ 17.2 $ 69.2 _______________ (1) As of December 31, 2023, future minimum lease payments for non-cancelable operating leases for periods subsequent to 2028 relate to 20 leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. As of December 31, 2023 and 2022, our short-term net investment in sales-type leases was $21.4 and $14.5, respectively and is included in other current assets in our consolidated balance sheets. Our long-term net investment in sales-type leases was $62.1 and $44.3 as of December 31, 2023 and 2022, respectively, and is included in other assets in our consolidated balance sheets. For sales-type leases, interest income was $3.3, $2.4 and $0.9 in the consolidated statements of income for the years ended December 31, 2023, 2022, and 2021, respectively. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: December 31, 2023 2022 2021 Sales-type leases $ 39.3 $ 28.1 $ 46.5 Operating leases 5.2 4.1 2.4 Total sales from leases $ 44.5 $ 32.2 $ 48.9 The following table represents scheduled payments for sales-type leases: December 31, 2023 2024 $ 22.3 2025 22.2 2026 19.5 2027 13.5 2028 9.7 Thereafter 25.3 Total 112.5 Less: unearned income 29.0 Total $ 83.5 The following table represents the cost of equipment leased to others: December 31, 2023 2022 Equipment leased to others, cost $ 20.6 $ 17.3 Less: accumulated depreciation 4.4 3.1 Equipment leased to others, net $ 16.2 $ 14.2 The following table represents payments due for operating leases: December 31, 2023 2024 $ 0.4 2025 0.1 2026 — 2027 — 2028 — Thereafter — Total $ 0.5 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believe we are currently in substantial compliance with all known environmental regulations. Undiscounted accrued reserves at December 31, 2023 and 2022 were not material. Legal Proceedings In connection with our divestiture of our cryobiological products business on October 1, 2020, Chart retained certain potential liabilities, including claims in connection with lawsuits filed in the U.S. District Court for the Northern District of California and the San Francisco Superior Court during the second quarter of 2018 against Chart and other defendants with respect to the alleged failure of a stainless steel cryobiological storage tank at the Pacific Fertility Center in San Francisco, California. As previously disclosed, the Company reached a settlement in late January 2023 to resolve these cases. In the fourth quarter of 2022, the Company recorded a loss contingency accrual of $305.6 and a related loss receivable of $231.9 from insurance proceeds from these combined cases, which were recognized in our consolidated balance sheet as of December 31, 2022. The net loss of approximately $73.0 was recognized in discontinued operations and represented the expected out-of-pocket payments in connection with these settlements. The settlement was finalized and funded on March 20, 2023; therefore the previously disclosed loss contingency accrual and related loss receivable are no longer recorded as of December 31, 2023. This settlement and the net out-of-pocket payments do not reflect third-party recoveries which the Company is pursuing with respect to the underlying facts in these cases, and which the Company currently anticipates will result in recoveries approximating one-quarter or more of the Company’s out-of-pocket, net payments. We continue to evaluate the merits of the sole remaining lawsuit that was not included in the settlement in light of the information available. Based on the status of that lawsuit, a current estimate of reasonably possible losses in that case cannot be made; however, the Company does not anticipate the potential exposure to be material. The Company does not intend to report on this lawsuit quarterly, absent developments that would impact the materiality of the claim. We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters, including the sole remaining Pacific Fertility Center case described above, will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations, except that our results of operations for any particular reporting period may be adversely affected by any potential or actual loss that is accrued in such period. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities Restructuring costs of $13.5 for the year ended December 31, 2023, were primarily related to cost reduction actions relative to Howden integration. Restructuring credits of $1.0 for the year ended December 31, 2022, were primarily related to the reversal of prior restructuring accruals for employee retention at our Houston, Texas facility which was offset by moving and employee severance costs relative to restructuring at our Beasley, Texas, Houston, Texas, and Tulsa Oklahoma facilities. Restructuring costs of $3.5 for the year ended December 31, 2021, were primarily related to moving and employee severance costs. During the third quarter of 2021, we announced our intention to transfer our Houston, Texas repair and service operations to our Beasley, Texas location. We closely monitor our end markets and order rates and continue to take appropriate and timely actions as necessary. The following table summarizes severance and other restructuring costs (credits), which includes employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other: Year Ended December 31, 2023 2022 2021 Severance: Cost of sales $ 0.3 $ — $ 0.4 Selling, general, and administrative expenses 11.8 — 0.8 Total severance costs 12.1 — 1.2 Other restructuring: Cost of sales 0.2 (1.0) 2.2 Selling, general, and administrative expenses 1.2 — 0.1 Total other restructuring costs (credits) 1.4 (1.0) 2.3 Total restructuring costs (credits) $ 13.5 $ (1.0) $ 3.5 The following table summarizes restructuring costs (credits) by reportable segment: Year Ended December 31, 2023 2022 2021 Cryo Tank Solutions $ 1.6 $ 0.1 $ 0.3 Heat Transfer Systems 0.9 0.3 1.7 Specialty Products 1.8 — — Repair, Service & Leasing 4.0 (1.4) 1.5 Corporate 5.2 — — Total restructuring costs (credits) $ 13.5 $ (1.0) $ 3.5 The following table summarizes our consolidated restructuring activities: Balance as of December 31, 2020 $ 0.8 Restructuring costs 3.5 Cash payments and other (2.0) Balance as of December 31, 2021 2.3 Restructuring credits (1.0) Cash payments and other (1.1) Balance as of December 31, 2022 0.2 Restructuring costs 13.5 Cash payments and other (11.8) Balance as of December 31, 2023 $ 1.9 |
SCHEDULE II _ VALUATION AND QUA
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Dollars in millions) Additions Balance at Charged to Charged Deductions Translations Balance Year Ended December 31, 2023 Allowance for credit losses $ 4.5 $ 2.2 $ — $ (0.6) (1) $ (0.2) $ 5.9 Deferred tax assets valuation allowance 5.4 — 86.9 (2.0) (2) — 90.3 Year Ended December 31, 2022 Allowance for credit losses $ 6.0 $ 0.5 $ — $ (2.6) (1) $ 0.6 $ 4.5 Deferred tax assets valuation allowance 21.6 0.4 — (14.8) (1.8) 5.4 Year Ended December 31, 2021 . Allowance for credit losses $ 8.4 $ 1.2 $ — $ (1.1) (1) $ (2.5) $ 6.0 Deferred tax assets valuation allowance 33.9 0.3 — (12.7) 0.1 21.6 _______________ (1) Reversal of amounts previously recorded as bad debt and uncollectible accounts written off. (2) Deductions to the deferred tax assets valuation allowance relate to decreased deferred tax assets and the release of the valuation allowance. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. |
Reclassifications | Reclassifications: Certain amounts have been reclassified within the balance sheet as of December 31, 2022 and the consolidated statement of cash flows for year ended December 31, 2022 to conform with the current period presentation. |
Use of Estimates | Use of Estimates: |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents | Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: We consider all investments with an initial maturity of three months or less when purchased to be cash equivalents. Restricted cash and restricted cash equivalents are included within restricted cash as of December 31, 2023 and 2022 in the accompanying consolidated balance sheets. For further information regarding restricted cash and restricted cash equivalents balances, refer to Note 10, “Debt and Credit Arrangements.” |
Accounts Receivable, Net of Allowances | Accounts Receivable, Net of Allowances: Accounts receivable includes amounts billed and currently due from customers. The amounts due are stated at their net estimated realizable value. We maintain an allowance for credit losses to provide for the estimated amount of receivables that will not be collected. The allowance is based upon an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and collateral to the extent applicable. In addition, we estimate expected credit losses based on historical loss information then adjust the estimates based on current, reasonable and supportable forecast economic conditions. Past-due trade receivable balances are written off when our internal collection efforts have been unsuccessful. As a practical expedient, we do not adjust the promised amount of consideration for the effects of a significant financing component when we expect, at contract inception, that the period between our transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less. We do not typically include extended payment terms in our contracts with customers. |
Inventories | Inventories: Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in, first-out (“FIFO”) method. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. We also recognize reserves based on the actual usage in recent history and projected usage in the near-term. |
Unbilled Contract Revenue, Customer Advances and Billings in Excess of Contract Revenue, And Revenue Recognition | Unbilled Contract Revenue: Unbilled contract revenue represents contract assets resulting from revenue recognized over time in excess of the amount billed to the customer and the amount billed to the customer is not just subject to the passage of time. Billing requirements vary by contract but are generally structured around the completion of certain milestones. These contract assets are generally classified as current. Customer Advances and Billings in Excess of Contract Revenue: Our contract liabilities consist of advance customer payments, billings in excess of revenue recognized and deferred revenue. Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. We classify advance customer payments and billings in excess of revenue recognized as current. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. The current portion of deferred revenue is included in customer advances and billings in excess of contract revenue in our consolidated balance sheets. Long-term deferred revenue is included in other long-term liabilities in our consolidated balance sheets. Revenue Recognition: Revenue is recognized when (or as) we satisfy performance obligations by transferring a promised good or service, an asset, to a customer. An asset is transferred to a customer when, or as, the customer obtains control over that asset. In most contracts, the transaction price includes both fixed and variable consideration. The variable consideration contained within our contracts with customers includes discounts, rebates, refunds, credits, price concessions, incentives, performance bonuses, penalties and other similar items. When a contract includes variable consideration, we evaluate the estimate of the variable consideration to determine whether the estimate needs to be constrained; therefore, we include the variable consideration in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Variable consideration estimates are updated at each reporting date. When a contract includes multiple performance obligations, the contract price is allocated among the performance obligations based upon the stand alone selling prices. When the period between when we transfer a promised good or service to a customer and when the customer pays for that good or service is expected, at contract inception, to be one year or less, we do not adjust for the effects of a significant financing component. In certain contracts, we are engaged to engineer and build highly-customized products and systems. In these circumstances, we produce an asset with no alternative use and have a right to payment for performance completed to date. For these contracts, revenue is recognized as we satisfy the performance obligations by an allocation of the transaction price to the accounting period computed using input methods such as costs incurred. Input methods recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. The costs incurred input method measures progress toward the satisfaction of the performance obligation by multiplying the transaction price of the performance obligation by the percentage of incurred costs as of the balance sheet date to the total estimated costs at completion after giving effect to the most current estimates. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. Revisions to estimated cost to complete that result from inefficiencies in our performance that were not expected in the pricing of the contract are expensed in the period in which these inefficiencies become known. Contract modifications can change a contract’s scope, price, or both. Approved contract modifications are accounted for as either a separate contract or as part of the existing contract depending on the nature of the modification. For other contracts, where contract language does not meet the over time recognition requirements, the contract with the customer contains language that transfers control to the customer at a point in time. For these contracts, revenue is recognized when we satisfy our performance obligation to the customer. Timing of amounts billed on contracts varies from contract to contract. The specific point in time when control transfers depends on the contract with the customer, contract terms that provide for a present obligation to pay, physical possession, legal title, risk and rewards of ownership, acceptance of the asset, and bill-and-hold arrangements may impact the point in time when control transfers to the customer. We recognize revenue under bill-and-hold arrangements when control transfers and the reason for the arrangement is substantive, the product is separately identified as belonging to the customer, the product is ready for physical transfer and we do not have the ability to use the product or direct it to another customer. Incremental contract costs are expensed when incurred when the amortization period of the asset that would have been recognized is one year or less; otherwise, incremental contract costs are recognized as an asset and amortized over time as promised goods and services are transferred to a customer. When losses are expected to be incurred on a contract, we recognize the entire anticipated loss in the accounting period when the loss becomes evident. The loss is recognized when the current estimate of the consideration we expect to receive, modified to include unconstrained variable consideration instead of constrained variable consideration, is less than the current estimate of total costs for the contract. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction that are collected by us from a customer, are excluded from revenue. Shipping and handling fee revenues and the related expenses are reported as fulfillment revenues and expenses for all customers. Shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in cost of sales. Amounts billed to customers for shipping are classified as sales, and the related costs are classified as cost of sales on the consolidated statements of income . Cost of Sales: Manufacturing expenses associated with sales are included in cost of sales. Cost of sales includes all materials, direct and indirect labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs, manufacturing engineering, project management, and depreciation expense for assets used in the manufacturing process are included in cost of sales on the consolidated statements of income . |
Property, Plant and Equipment | Property, Plant and Equipment: Capital expenditures for property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that extend the useful life are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. |
Lessee Accounting | Lessee Accounting: At lease inception, we determine if an arrangement is a lease and if it includes options to extend or terminate the lease if it is reasonably certain that the options will be exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term for operating leases. Operating leases are recognized as right-of-use (“ROU”) assets and are included within property, plant and equipment, net, and lease liabilities are included in operating lease liabilities, current and operating lease liabilities, non-current in our consolidated balance sheets. Finance leases are recognized as ROU assets and are included within other assets. They are then amortized over the lesser of the lease term or useful economic life of the underlying asset. Operating lease liabilities are included as separate line items within the consolidated balance sheets. Finance lease liabilities are included within other current liabilities and other liabilities. ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available on the lease commencement date in determining the present value of lease payments. |
Lessor Accounting | Lessor Accounting: Similar to lessee accounting, at lease inception we determine if an arrangement is a lease. The net investment of our lease receivables is measured at the commencement date as the present value of the lease payments not yet received. Operating leases are reported at cost as equipment leased to others within property, plant and equipment, net in our consolidated balance sheets and depreciated based on their useful lives on a straight-line basis. Sales from sales-type and operating leases are presented net of sales tax and other related taxes. Interest income is recognized over the lease term using the effective interest method and is classified as interest expense, net in our consolidated statements of income . Lease payments from operating leases are recorded as income on a straight-line basis over the lease term. |
Long-lived Assets | Long-lived Assets: We monitor our property, plant, equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. Assets are grouped and tested at the lowest level for which identifiable cash flows are available. If impairment indicators exist, we perform the required analysis and record impairment charges, if applicable. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated from discounted future net cash flows (for assets held and used) or net realizable value (for assets held for sale). Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. We amortize intangible assets that have finite lives over their estimated useful lives. |
Goodwill and Indefinite-Lived Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. We do not amortize goodwill or indefinite-lived intangible assets, but review them for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. Goodwill is analyzed on a reporting unit basis. The reporting units are the same as our operating and reportable segments, which are as follows: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the first step of the goodwill impairment test is not necessary. Otherwise, we would proceed to the first step of the goodwill impairment test. Alternatively, we may also bypass the Step 0 Test and proceed directly to the first step of the goodwill impairment test. Under the first step (“Step 1”), we estimate the fair value of the reporting units by considering income and market approaches to develop fair value estimates, which are weighted to arrive at a fair value estimate for each reporting unit. With respect to the income approach, a model has been developed to estimate the fair value of each reporting unit. This fair value model incorporates estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. With respect to the market approach, a guideline company method is employed whereby pricing multiples are derived from companies with similar assets or businesses to estimate fair value of each reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, then goodwill is not impaired and no further testing is required. However, if the fair value of the reporting unit is less than its carrying amount, the impairment charge is based on the excess of a reporting unit’s carrying amount over its fair value (i.e., we would measure the charge based on the result from Step 1). In order to assess the reasonableness of the calculated fair values of the reporting units, we also compare the sum of the reporting units’ fair values to the market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of this assessment, we reevaluate the fair value estimates of the reporting units by adjusting the discount rates and other assumptions as necessary. Changes to the assumptions and estimates used throughout the steps described above may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill and result in future impairment charges. With respect to indefinite-lived intangible assets, we first evaluate relevant events and circumstances to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, in weighing all relevant events and circumstances in totality, we determine that it is more likely than not that an indefinite-lived intangible asset is not impaired, no further action is necessary. Otherwise, we would determine the fair value of indefinite-lived intangible assets and perform a quantitative impairment assessment by comparing the indefinite-lived intangible asset’s fair value to its carrying amount. We may bypass such a qualitative assessment and proceed directly to the quantitative assessment. We estimate the fair value of the indefinite-lived assets using the income approach. This may include the relief from royalty method or use of a model similar to the one described above related to goodwill which estimates the future cash flows attributed to the indefinite-lived intangible asset and then discounting these cash flows back to a present value. Under the relief from royalty method, fair value is estimated by discounting the royalty savings, as well as any tax benefits related to ownership to a present value. The fair value from either approach is compared to the carrying value and an impairment is recorded if the fair value is determined to be less than the carrying value. |
Equity Method Investments | Equity Method Investments: Investments, including certain of our joint ventures, where Chart has the ability to exercise significant influence over, but does not possess control, are accounted for using the equity method of accounting. Judgment regarding the level of influence over each investment includes considering key factors such as our ownership interest, our representation on the investee’s board of directors and participation in policy-making decisions. We recognize the equity method investee’s proportionate share of the earnings and losses and classify as equity in earnings of unconsolidated affiliates, net in our consolidated statements of income and comprehensive income. We evaluate our equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may not be recoverable. If a decline in the value of an equity method investment is determined to be other than temporary, an impairment loss is recognized in earnings for the amount by which the carrying amount of the investment exceeds its estimated fair value. |
Investments in Equity Securities | Investments in Equity Securities: We measure certain of our investments in equity securities where we have no significant influence and generally less than 20% ownership interest at fair value on a recurring basis according to the fair value hierarchy as defined below. We reassess measurement options for these investments on a quarterly basis. Mark-to-market fair value adjustments in these investments in equity securities are classified as unrealized loss (gain) on investments in equity securities in our consolidated statements of income and comprehensive income. Investments in equity securities for which there is no readily determinable fair value are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Convertible Debt | Convertible Debt: The $258.7 principal amount of the convertible notes due November 2024 is classified as a current liability in the consolidated balance sheet at December 31, 2023, and was also classified as a current liability in the consolidated balance sheet at December 31, 2022, since the holders of the convertible notes due November 2024 could have potentially converted their notes at their option during the three month period subsequent to December 31, 2022. We amortize debt issuance costs over the term of the 2024 Notes using the effective interest method. We use the if-converted method to compute diluted earnings per share for our convertible notes due November 2024 such that the denominator includes incremental shares that would be issued upon conversion. Refer to Note 10, “Debt and Credit Arrangements” for further discussion of our convertible notes. |
Preferred Stock and Dividends | Preferred Stock and Dividends: Preferred stock is evaluated to determine balance sheet classification, and all conversion and redemption features are evaluated for bifurcation treatment. Proceeds received net of issuance costs are recognized on the settlement date. Cash dividends become a liability once declared. Income available to common stockholders is computed by deducting from net income the dividends accumulated and earned during the period on cumulative preferred stock. |
Financial Instruments | Financial Instruments: The fair values of cash equivalents, accounts receivable, accounts payable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. |
Concentration Risks | To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition and payment history of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, we require advance payments, letters of credit, bankers’ acceptances, and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. |
Fair Value Measurements | Fair Value Measurements: We measure our financial assets and liabilities at fair value on a recurring basis using a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies. The three levels of inputs used to measure fair value are as follows: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
Derivative Financial Instruments | Derivative Financial Instruments: We utilize certain derivative financial instruments to enhance our ability to manage foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. We do not enter into contracts for speculative purposes nor are we a party to any leveraged derivative instrument. We are exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. We utilize foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency transactions in the normal course of business. Contracts typically have maturities of less than one year. Principal currencies include the U.S. dollar, the euro, the Chinese yuan, the Czech koruna, the Australian dollar, the British pound, the Canadian dollar, the Indian rupee, the Chilean peso, and South African rand. Our foreign currency forward contracts do not qualify as hedges as defined by accounting guidance. Foreign currency forward contracts are measured at fair value and recorded on the consolidated balance sheets as other long-term liabilities, other current liabilities, other assets or other current assets. Changes in their fair value are recorded in the consolidated statements of income as foreign currency gains or losses. Our foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined above. Gains or losses on settled or expired contracts are recorded in the consolidated statements of income as foreign currency gains or losses. Our derivative contracts are subject to master netting arrangements or agreements between the Company and each counterparty for the net settlement of all contracts through a single payment in a single currency in the event of a default or termination of any one contract with that certain counterparty. It is our practice to recognize the gross amounts in the consolidated balance sheets. |
Product Warranties | Product Warranties: We provide product warranties with varying terms and durations for the majority of our products. We estimate product warranty costs and accrue for these costs as products are sold with a charge to cost of sales. Factors considered in estimating warranty costs include historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside of typical experience. Warranty accruals are evaluated and adjusted as necessary based on actual claims experience and changes in future claim and cost estimates. |
Business Combinations | Business Combinations: We account for business combinations in accordance with Accounting Standards Codification (“ASC”) ASC 805, “Business Combinations.” We recognize and measure identifiable assets acquired and liabilities assumed based on their estimated fair values. The excess of the consideration transferred over the fair value of the net assets acquired, including identifiable intangible assets, is assigned to goodwill. As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. We expense transaction related costs, including legal, consulting, accounting and other costs, in the periods in which the costs are incurred. |
Identifiable Finite-lived Intangible Assets | Identifiable finite-lived intangible assets generally consist of customer relationships, unpatented technology, patents and trademarks and trade names and are amortized over their estimated useful lives which generally range from 2 to 15 years. Identifiable indefinite-lived intangible assets generally consist of trademarks and trade names and are subject to impairment testing on at least an annual basis. We estimate the fair value of identifiable intangible assets under income approaches where the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. As such, acquisitions are classified as Level 3 fair value hierarchy measurements and disclosures. |
Selling, General and Administrative (SG&A) Expenses | Selling, General and Administrative (“SG&A”) Expenses: SG&A expenses include selling, marketing, customer service, product management and other administrative expenses not directly supporting the manufacturing process, as well as depreciation expense associated with non-manufacturing assets. In addition, SG&A expenses include corporate operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. |
Advertising Costs | Advertising Costs: We incurred advertising costs of $6.7, $3.5, and $3.9 for the years ended December 31, 2023, 2022, and 2021, respectively. Such costs are expensed as incurred and included in SG&A expenses in the consolidated statements of income . |
Research and Development Costs | Research and Development Costs: We incurred research and development costs of $23.3, $13.5, and $12.7 for the years ended December 31, 2023, 2022, and 2021, respectively. Such costs are expensed as incurred and included in SG&A expenses in the consolidated statements of income . |
Foreign Currency Translation | Foreign Currency Translation: The functional currency for the majority of our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive (loss) income in the consolidated statements of comprehensive income. Certain of our foreign entities remeasure from local to functional currencies, which is then translated to the reporting currency of the Company. Remeasurement from local to functional currencies is included in cost of sales or foreign currency loss in the consolidated statements of income . Gains or losses resulting from foreign currency transactions are charged to net income in the consolidated statements of income as incurred. |
Income Taxes | Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance will be adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. We utilize a two-step approach for the recognition and measurement of uncertain tax positions. The first step is to evaluate the tax position and determine whether it is more likely than not that the position will be sustained upon examination by tax authorities. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon settlement. Interest and penalties related to income taxes are accounted for as income tax expense in the consolidated statements of income . We are subjected to a tax on Global Intangible Low Taxed Income (“GILTI”), which we record as a period cost as incurred. |
Share-based Compensation | Share-based Compensation: We measure share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock, restricted stock units and performance units based on the grant-date fair value. The fair value of stock options is calculated using the Black-Scholes pricing model and is recognized on an accelerated basis over the vesting period. The grant-date fair value calculation under the Black-Scholes pricing model requires the use of variables such as exercise term of the option, future volatility, dividend yield, and risk-free interest rate. The fair value of restricted stock and restricted stock units is based on Chart’s market price on the date of grant and is generally recognized on an accelerated basis over the vesting period. The fair value of performance units is based on Chart’s market price on the date of grant and pre-determined performance and market conditions as determined by the Compensation Committee of the Board of Directors and is recognized on a straight-line basis over the performance measurement period based on the probability that the performance and market conditions will be achieved. We reassess the vesting probability of performance units each reporting period and adjust share-based compensation expense based on our probability assessment. Share-based compensation expense for all awards considers estimated forfeitures. During the year, we may repurchase shares of common stock from equity plan participants to satisfy tax withholding obligations relating to the vesting or payment of equity awards. All such repurchased shares are retired in the period in which the repurchases occur. |
Defined Benefit Pension Plans | Defined Benefit Pension Plans: We sponsor a defined benefit pension plan which includes the Chart Pension Plan, which has been frozen since February 2006 and multiple defined benefit pension plans that were acquired as part of the Howden Acquisition. The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation. The change in the funded status of the plan is recognized in the year in which the change occurs through accumulated other comprehensive (loss) income. Our funding policy is to contribute at least the minimum funding amounts required by law. Management has chosen policies according to accounting guidance that allow the use of a calculated value of plan assets, which generally reduces the volatility of expense (income) from changes in pension liability discount rates and the performance of the pension plans’ assets. |
Recently Issued Accounting Standards (Not Yet Adopted) and Recently Adopted Accounting Standards | Recently Issued Accounting Standards (Not Yet Adopted): In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update enhances the rate reconciliation by requiring an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The update also requires an entity to disclose on an annual basis enhanced information about income taxes paid, income from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently assessing the effect this ASU will have on our disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segments expenses. Among other things, this update requires an entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The update also requires entities to disclose other segment items, provide all annual disclosures about a reportable segment’s profit and loss and assets currently required by this Topic in interim periods, disclose the title and position of our CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently assessing the effect this ASU will have on our financial position, results of operations, and disclosures. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The amendments in this update clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot recognize and measure a contractual sale restriction and adds additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We do not expect this ASU to have a material impact on our financial position, results of operations, and disclosures. Recently Adopted Accounting Standards: In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” For public business entities, the amendments in this update require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. The amendments in this update were effective for Chart for fiscal years beginning after December 15, 2022. We adopted this guidance effective January 1, 2023. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this guidance effective April 1, 2022. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and in January 2021, the FASB subsequently issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2020-04 and the subsequent modifications are identified as ASC 848 (“ASC 848”). ASC 848 simplifies the accounting for modifying contracts (including those in hedging relationships) that refer to LIBOR and other interbank offered rates that are expected to be discontinued due to reference rate reform. The amendments in ASC 848 are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in ASC 848 must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Chart transitioned away from LIBOR rates on our debt facilities in early 2023 at which time we adopted this guidance. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. |
Discontinued Operations and O_2
Discontinued Operations and Other Businesses Sold (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Summarized Financial Information of Discontinued Operations | The following table represents income from discontinued operations, net of tax: Year Ended December 31, 2023 (1) 2022 (3) Sales $ 58.8 $ — Cost of sales 41.4 — Gross profit 17.4 — Selling, general, and administrative expenses 7.4 74.8 Operating income 10.0 (74.8) Other expenses: Interest expense, net 8.9 — Foreign currency loss 0.1 — Other expense, net 9.0 — Income (loss) before income taxes 1.0 (74.8) Income tax expense (benefit) 1.2 (17.2) Loss from discontinued operations before gain on sale of business (0.2) (57.6) Loss on sale of business, net of $5.4 taxes (2) 0.4 — Total loss from discontinued operations, net of tax $ (0.6) $ (57.6) _______________ (1) The Roots business was acquired on March 17, 2023 and held for sale until the sale was completed on August 18, 2023. (2) The gain on sale of the Roots business was $5.0 before taxes for the year ended December 31, 2023. (3) Loss from discontinued operations, net of tax for the year ended December 31, 2022 relates to the divestiture of our cryobiological products business and the associated legal claims that Chart retained after the divestiture. We recognized a contingent liability and related legal fees and other third party expenses net of an insurance receivable and income taxes during the year ended December 31, 2022. See Note 21, “Commitments and Contingencies” for further information. |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | We evaluate performance and allocate resources based on operating income as determined in our consolidated statements of income . Segment Financial Information Year Ended December 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 640.8 $ 891.2 $ 819.9 $ 1,029.2 $ (28.6) $ — $ 3,352.5 Depreciation and amortization expense 23.2 32.6 24.7 145.1 — 5.5 231.1 Operating income (loss) (1) (2) 54.5 175.8 119.7 203.3 — (162.6) 390.7 Year Ended December 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 504.3 $ 462.7 $ 448.3 $ 209.6 $ (12.5) $ — $ 1,612.4 Depreciation and amortization expense 16.7 29.3 16.4 17.1 — 2.4 81.9 Operating income (loss) (1) (2) 54.0 51.7 72.9 51.0 — (78.1) 151.5 Year Ended December 31, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 447.4 $ 262.7 $ 432.9 $ 187.0 $ (12.3) $ — $ 1,317.7 Depreciation and amortization expense 14.9 37.6 15.1 11.3 — 1.7 80.6 Operating income (loss) (1) (2) 52.9 (12.3) 94.1 23.3 — (69.5) 88.5 _______________ (1) Restructuring costs (credits) for the years ended: • December 31, 2023 were $13.5 ($5.2 - Corporate, $4.0 – Repair, Service & Leasing, $1.8 – Specialty Products, $1.6 – Cryo Tank Solutions and $0.9 – Heat Transfer Systems); • December 31, 2022 were $(1.0) ($(1.4) – Repair, Service & Leasing, $0.3 – Heat Transfer Systems and $0.1 – Cryo Tank Solutions); and • December 31, 2021 were $3.5 ($1.7 – Heat Transfer Systems, $1.5 – Repair, Service & Leasing and $0.3 – Cryo Tank Solutions). (2) Acquisition-related contingent consideration credits in our Specialty Products segment related to our 2020 acquisitions of Sustainable Energy Solutions, Inc. (“SES”) and BlueInGreen, LLC (“BIG”) and for Maintenance Partners NV in our Repair, Service and Leasing segment, assumed as part of the Howden Acquisition, for the years ended: • December 31, 2023 were $(8.7) ($(8.5) – Specialty Products and $(0.2) – Repair, Service & Leasing); and • December 31, 2022 were $(3.9) – Specialty Products. Sales by Geography Net sales by geographic area are reported by the destination of sales. Year Ended December 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America (1) $ 309.5 $ 594.0 $ 307.6 $ 317.6 $ (13.1) $ 1,515.6 Europe, Middle East, Africa and India 210.0 115.3 230.3 468.4 (9.9) 1,014.1 Asia-Pacific (2) 114.4 163.8 266.3 203.3 (5.1) 742.7 Rest of the World 6.9 18.1 15.7 39.9 (0.5) 80.1 Total $ 640.8 $ 891.2 $ 819.9 $ 1,029.2 $ (28.6) $ 3,352.5 Year Ended December 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America (1) $ 214.8 $ 323.5 $ 302.2 $ 147.0 $ (6.6) $ 980.9 Europe, Middle East, Africa and India 185.7 97.5 113.2 41.9 (3.9) 434.4 Asia-Pacific (2) 98.1 40.1 32.2 19.3 (1.8) 187.9 Rest of the World 5.7 1.6 0.7 1.4 (0.2) 9.2 Total $ 504.3 $ 462.7 $ 448.3 $ 209.6 $ (12.5) $ 1,612.4 Year Ended December 31, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America (1) $ 178.3 $ 181.1 $ 193.2 $ 118.6 $ (5.4) $ 665.8 Europe, Middle East, Africa and India 155.2 28.6 204.1 36.4 (4.5) 419.8 Asia-Pacific (2) 109.9 51.6 33.9 30.6 (2.3) 223.7 Rest of the World 4.0 1.4 1.7 1.4 (0.1) 8.4 Total $ 447.4 $ 262.7 $ 432.9 $ 187.0 $ (12.3) $ 1,317.7 _______________ (1) Consolidated sales in the United States were $1,387.7, $938.5 and $585.9 for the years ended December 31, 2023, 2022 and 2021, respectively and represent 41.4%, 58.2% and 44.5% of consolidated sales for the same periods, respectively. (2) Consolidated sales in China were $460.9, $58.3 and $136.2 for the years ended December 31, 2023, 2022 and 2021, respectively and represent 13.7%, 3.6% and 10.3% of consolidated sales for the same periods, respectively. December 31, 2023 2022 Cryo Tank Solutions $ 706.1 $ 382.0 Heat Transfer Systems 560.7 298.6 Specialty Products 647.8 429.8 Repair, Service & Leasing 950.1 182.1 Total assets of reportable segments 2,864.7 1,292.5 Goodwill (1) 2,906.8 992.0 Identifiable intangible assets, net (1) 2,791.9 535.3 Corporate 539.0 2,830.7 Insurance receivable, net of tax — 251.4 Total assets $ 9,102.4 $ 5,901.9 _______________ (1) See Note 9, “Goodwill and Intangible Assets,” for further information related to goodwill and identifiable intangible assets, net. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Geographic Information Property, plant and equipment, net as of December 31, 2023 2022 United States $ 356.9 $ 262.0 Foreign Germany 106.7 16.3 China 106.4 49.3 Italy 54.6 56.4 Czech Republic 34.0 26.6 India 34.0 19.3 Other foreign countries 145.0 0.1 Total Foreign 480.7 168.0 Total $ 837.6 $ 430.0 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue by Timing | The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category: Year Ended December 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 444.7 $ 27.4 $ 148.4 $ 603.3 $ (18.0) $ 1,205.8 Over time 196.1 863.8 671.5 425.9 (10.6) 2,146.7 Total $ 640.8 $ 891.2 $ 819.9 $ 1,029.2 $ (28.6) $ 3,352.5 Year Ended December 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service and Leasing Intersegment Eliminations Consolidated Point in time $ 443.4 $ 27.3 $ 214.8 $ 104.4 $ (8.8) $ 781.1 Over time 60.9 435.4 233.5 105.2 (3.7) 831.3 Total $ 504.3 $ 462.7 $ 448.3 $ 209.6 $ (12.5) $ 1,612.4 Year Ended December 31, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 407.6 $ 19.2 $ 300.5 $ 119.1 $ (10.7) $ 835.7 Over time 39.8 243.5 132.4 67.9 (1.6) 482.0 Total $ 447.4 $ 262.7 $ 432.9 $ 187.0 $ (12.3) $ 1,317.7 |
Schedule of Changes in Contract Assets and Contract Liabilities Balances | The following table represents changes in our contract assets and contract liabilities balances: December 31, 2023 2022 Contract assets Accounts receivable, net of allowances $ 758.9 $ 278.4 Unbilled contract revenue 481.7 133.7 Contract liabilities Customer advances and billings in excess of contract revenue $ 376.6 $ 170.6 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Equity Method Investments | The following table represents the activity in equity method investments: Equity Method Investments (1) (2) (3) Balance at December 31, 2021 $ 99.6 New investments 0.5 Realized gain on equity method investment 0.3 Reclassification due to acquisition of investee (0.5) Equity in loss (1) (2) (3) (0.5) Foreign currency translation loss (6.4) Balance at December 31, 2022 $ 93.0 New investments (4) 15.3 Equity in earnings (1) (2) (3) 2.7 Foreign currency translation gain 1.0 Dividend received from equity method investment (2.1) Balance at December 31, 2023 $ 109.9 _______________ (1) Cryomotive : Our equity method investment in Cryomotive GmbH (“Cryomotive”) was $4.7 and $4.9 at December 31, 2023 and 2022, respectively. Equity in loss of unconsolidated affiliates, net of this investment was $0.5, $1.7, and $0.6 for the years ended December 31, 2023, 2022, and 2021, respectively. The equity in loss is classified in equity in earnings (loss) of unconsolidated affiliates, net in the consolidated statements of income and comprehensive income. (2) HTEC : Our equity method investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) was $82.3 and $80.8 at December 31, 2023 and 2022, respectively. Equity in (loss) earnings of unconsolidated affiliates, net of this investment of $(0.2), $(0.4), and $0.2 for the years ended December 31, 2023, 2022, and 2021, respectively. Equity in (loss) earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the years ended December 31, 2023, 2022, and 2021. (3) Hudson Products : Also included in our equity method investments is a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $4.7 and $4.0 at December 31, 2023 and 2022, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. We recognized equity in earnings of this investment of $0.9, $1.1 and $0.5 for the years ended December 31, 2023, 2022 and 2021, respectively. Equity in earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the years ended December 31, 2023, 2022, and 2021. We received dividends in the amount of $0.2 for the year ended December 31, 2023. Liberty LNG : Additionally, we have a 25% ownership interest in Liberty LNG, which totaled $2.7 and $2.9 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023, 2022 and 2021, equity in earnings of this investment was $0.1, $0.5 and $0.3, respectively. Equity in earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the years ended December 31, 2023 and 2022. We received dividends in the amount of $0.4 for the year ended December 31, 2023. Additionally, we have an investment in an unconsolidated affiliate, Lien Hwa Lox Cryogenic Equipment Corporation (Taiwan), of $0.4 for all periods presented. (4) Hylium Industries : During the first quarter of 2023, we completed an investment for a 50% ownership interest in Hylium Industries, Inc. (“Hylium”) for $2.3. Our equity method investment in Hylium was $2.2 at December 31, 2023. L&T Howden Private Ltd (“LTH”) : In connection with the Howden Acquisition, we recorded a 49.9% ownership interest in a joint venture in L&T Howden Private Ltd at a fair value of $12.0. Our equity method investment in LTH was $11.7 at December 31, 2023. Equity in earnings, net for this investment was $1.4 for the year ended December 31, 2023. Equity in earnings of this investment is classified in equity in earnings (loss) of unconsolidated affiliates, net in the statements of income for the year ended December 31, 2023. We also received a dividend payment from this investee in the amount of $1.5 during the year ended December 31, 2023. |
Schedule of Investments | The following table represents the activity in investments in equity securities: Investment in Equity Securities, Level 1 (1) Investment in Equity Securities, Level 2 (1) Investments in Equity Securities, All Others (2) Investments in Equity Securities Total Balance at December 31, 2021 $ 31.3 $ 6.2 $ 40.3 $ 77.8 New investments — — 9.4 9.4 (Decrease) increase in fair value of investments in equity securities (11.8) 1.6 23.3 13.1 Foreign currency translation adjustments and other (2.3) — (1.5) (3.8) Balance at December 31, 2022 $ 17.2 $ 7.8 $ 71.5 $ 96.5 New investments (3) — — 8.7 8.7 Decrease in fair value of investments in equity securities (12.7) (1.7) — (14.4) Foreign currency translation adjustments and other 0.3 — 0.1 0.4 Balance at December 31, 2023 $ 4.8 $ 6.1 $ 80.3 $ 91.2 _______________ (1) McPhy: Investment in equity securities Level 1 includes our investment in McPhy (Euronext Paris: MCPHY – ISIN; FR0011742329). McPhy’s common stock trades on the Euronext Paris stock exchange and therefore we measure our investment in McPhy using Level 1 fair value inputs. The fair value of our investment in McPhy was $4.8 and $17.2 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023, 2022 and 2021, we recognized an unrealized loss of $12.7, $11.8 and $19.7, respectively, in our investment in McPhy. Stabilis: Investment in equity securities Level 2 includes our investment in Stabilis Energy, Inc. (NasdaqCM: SLNG) (“Stabilis”). Stabilis represents an instrument with quoted prices that trades less frequently than certain of our other exchange-traded instruments and therefore we measure our investment in Stabilis using Level 2 fair value inputs. The fair value of Stabilis was $6.1 and $7.8 at December 31, 2023 and 2022, respectively. For the years ended December 31, 2023, 2022 and 2021 we recognized unrealized loss of $1.7 and an unrealized gain of $1.6 and $2.2, respectively, in our investment in Stabilis. (2) Transform: The fair value of our investment in Transform Materials LLC (“Transform Materials”) was $25.1 at December 31, 2023 and 2022, respectively. Svante : The fair value of our investment in Svante Inc. (“Svante”) was $38.5 at both December 31, 2023 and 2022. (3) Hy24: Our investment in Hy24 is measured at fair value using the net asset value (“NAV”) per share practical expedient and is not classified in the fair value hierarchy. The fair value of our investment in Hy24 was $4.1 and $0.9 at December 31, 2023 and 2022, respectively. See “Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund)” below for further information. Gold Hydrogen LLC: The fair value of our investment in Gold Hydrogen LLC (“Gold Hydrogen”) was $2.0 at both December 31, 2023 and 2022. Avina: During the fourth quarter of 2022, we completed an investment in Avina Clean Hydrogen Inc. (“Avina”) in the amount of $5.0. During the third quarter of 2023, Chart completed the purchase of additional shares of series A preferred stock of Avina in accordance with the original Avina stock purchase agreement for total consideration of $5.0. The fair value of investment in Avina was $10.0 at both December 31, 2023 and 2022. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The following table summarizes the components of inventory: December 31, 2023 2022 Raw materials and supplies $ 274.8 $ 218.9 Work in process 155.4 57.8 Finished goods 146.1 81.2 Total inventories, net $ 576.3 $ 357.9 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Components of Property, Plant, and Equipment | The following table summarizes the components of property, plant and equipment: December 31, Classification Estimated Useful Life 2023 2022 Land and buildings 20-35 years $ 526.9 $ 353.5 Machinery and equipment 3-12 years 361.6 247.8 Computer equipment, furniture and fixtures 3-7 years 75.1 43.1 Right-of-use assets 90.4 46.9 Construction in process 142.9 66.5 Total property, plant and equipment, gross 1,196.9 757.8 Less: accumulated depreciation (359.3) (327.8) Total property, plant and equipment, net $ 837.6 $ 430.0 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill by Segment | The following table represents the activity in goodwill net of accumulated goodwill impairment loss (“goodwill, net”) and accumulated goodwill impairment loss by segment for 2023: Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Consolidated Goodwill, net balance at December 31, 2022 $ 79.1 $ 430.5 $ 304.0 $ 178.4 $ 992.0 Foreign currency translation adjustments and other 3.3 0.8 — 0.1 4.2 Goodwill acquired during the year (1) 204.2 59.1 304.4 1,517.6 2,085.3 Divestitures (2) (67.3) (10.0) (40.6) (57.2) (175.1) Purchase price adjustment (3) — — 0.1 0.3 0.4 Goodwill, net balance at December 31, 2023 $ 219.3 $ 480.4 $ 567.9 $ 1,639.2 $ 2,906.8 Accumulated goodwill impairment loss at December 31, 2022 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 Accumulated goodwill impairment loss at December 31, 2023 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 _______________ (1) Goodwill acquired during the period was $2,085.3. All goodwill acquired during the period is related to the Howden Acquisition. (2) Refer to Note 3, “Discontinued Operations and Other Businesses Sold” for information regarding divestitures. (3) During the year ended December 31, 2023, we recorded purchase price adjustment which increased goodwill by $0.1 in our Specialty Products segment related to the 2022 acquisition of Fronti Fabrications, Inc. (“Fronti) and increased goodwill by $0.3 in our Repair, Service & Leasing segment related to the 2022 acquisition of CSC Cryogenic Service Center AB (“CSC”). For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 14, “Business Combinations.” The following table represents the activity in goodwill net of accumulated goodwill impairment loss (“goodwill, net”) and accumulated goodwill impairment loss by segment for 2022 (1) : Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Goodwill, net balance at December 31, 2021 $ 84.9 $ 433.6 $ 300.9 $ 175.2 $ — $ 994.6 Foreign currency translation adjustments and other (5.8) (3.1) (0.3) 0.3 — (8.9) Goodwill acquired during the period (1) (2) — — 15.4 3.1 — 18.5 Purchase price adjustments (3) — — (12.0) (0.2) — (12.2) Goodwill, net balance at December 31, 2022 $ 79.1 $ 430.5 $ 304.0 $ 178.4 $ — $ 992.0 Accumulated goodwill impairment loss at December 31, 2021 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 Accumulated goodwill impairment loss at December 31, 2022 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 _______________ (1) For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 14, “Business Combinations.” (2) Goodwill acquired during the period was $18.5. Goodwill acquired during the period for the Fronti and AdEdge India acquisitions of $14.3 and $1.1, respectively, was allocated to our Specialty Products segment. Goodwill acquired during the period for our CSC acquisition of $3.1 was allocated to our Repair, Service & Leasing segment. (3) During the year ended December 31, 2022, we recorded purchase price adjustments that decreased goodwill by $12.0 in our Specialty Products segment related to the Earthly Labs Inc., L.A. Turbine and AdEdge acquisitions and by $0.2 in our Repair, Service & Leasing segment. For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 14 “Business Combinations.” |
Schedule of Indefinite-Lived Intangible Assets, Excluding Goodwill | The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : December 31, 2023 December 31, 2022 Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 4 to 18 years $ 1,836.4 $ (185.2) $ 311.5 $ (104.6) Technology 5 to 18 years 496.7 (78.8) 202.5 (44.8) Patents, backlog and other 2 to 10 years 138.6 (35.6) 6.8 (2.0) Trademarks and trade names 5 to 23 years 3.3 (1.9) 2.5 (1.7) Land use rights 50 years 10.2 (1.9) 10.4 (1.7) Total finite-lived intangible assets $ 2,485.2 $ (303.4) $ 533.7 $ (154.8) Indefinite-lived intangible assets: Trademarks and trade names $ 610.1 $ — $ 156.4 $ — Total intangible assets $ 3,095.3 $ (303.4) $ 690.1 $ (154.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. (2) Accumulated indefinite-lived intangible assets impairment loss was $16.0 at both December 31, 2023 and 2022. |
Schedule of Finite-Lived Intangible Assets | The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : December 31, 2023 December 31, 2022 Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 4 to 18 years $ 1,836.4 $ (185.2) $ 311.5 $ (104.6) Technology 5 to 18 years 496.7 (78.8) 202.5 (44.8) Patents, backlog and other 2 to 10 years 138.6 (35.6) 6.8 (2.0) Trademarks and trade names 5 to 23 years 3.3 (1.9) 2.5 (1.7) Land use rights 50 years 10.2 (1.9) 10.4 (1.7) Total finite-lived intangible assets $ 2,485.2 $ (303.4) $ 533.7 $ (154.8) Indefinite-lived intangible assets: Trademarks and trade names $ 610.1 $ — $ 156.4 $ — Total intangible assets $ 3,095.3 $ (303.4) $ 690.1 $ (154.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. (2) Accumulated indefinite-lived intangible assets impairment loss was $16.0 at both December 31, 2023 and 2022. |
Schedule of Estimated Future Amortization | We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2024 $ 190.8 2025 189.7 2026 154.5 2027 143.1 2028 139.1 |
Schedule of Government Grants | China Government Grants are presented in our consolidated balance sheets as follows: December 31, 2023 2022 Current $ 0.5 $ 0.5 Long-term 5.7 6.1 Total $ 6.2 $ 6.6 |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings and Costs | The following table represents the components of our borrowings: December 31, 2023 2022 Senior secured and senior unsecured notes: Principal amount, senior secured notes due 2030 (1) $ 1,460.0 $ 1,460.0 Principal amount, senior unsecured notes due 2031 (1) 510.0 510.0 Unamortized discount (26.9) (29.9) Unamortized debt issuance costs (32.9) (4.8) Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs 1,910.2 1,935.3 Senior secured revolving credit facilities and term loans: Term loans due March 2030 (2) 1,631.0 — Senior secured revolving credit facility due October 2026 (3)(4) 102.8 104.5 Unamortized discount (35.8) — Unamortized debt issuance costs (32.5) — Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs 1,665.5 104.5 Convertible notes due November 2024: Principal amount 258.7 258.8 Unamortized debt issuance costs (0.9) (1.9) Convertible notes due November 2024, net of unamortized debt issuance costs 257.8 256.9 Other debt facilities (5) 1.4 — Total debt, net of unamortized debt issuance costs 3,834.9 2,296.7 Less: current maturities (6) 258.5 256.9 Long-term debt $ 3,576.4 $ 2,039.8 _______________ (1) The senior secured notes due 2030 (the “Secured Notes”) and senior unsecured notes due 2031 (the “Unsecured Notes”) bear interest at rates of 7.500% and 9.500% per year, respectively. Interest is payable semi-annually on January 1 and July 1 of each year, commencing July 1, 2023. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. (2) A term loan due March 2030 was drawn prior to December 31, 2023 in conjunction with the Howden Acquisition. On June 30, 2023, we drew $250.0 on an incremental term loan due March 2030. As of December 31, 2023, there were $1,631.0 in borrowings outstanding under term loans due March 2030 bearing an interest rate of 8.7% . See below for more information. (3) As of December 31, 2023, there were $102.8 in borrowings outstanding under the senior secured revolving credit facility due October 2026 bearing an interest ra te of 6.2% (3.4% as of December 31, 2022) a nd $272.0 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2026. As of December 31, 2023 , the senior secured revolving credit facility due 2026 had avail ability of $625.2. (4) A portion of borrowings outstanding u nder our senior secured revolving credit facility due 2026 are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 88.5 million (equivalent to $97.8) at December 31, 2023 and euro 98.0 million (equivalent to $104.5) at December 31, 2022. During the year ended December 31, 2023, we recognized an unrealized foreign currency loss of $3.2, relative to the translation of the EUR Revolver Borrowings outstanding. During the year ended December 31, 2022, we recognized unrealized foreign currency gain of $3.7 , r espectively, relative to the translation of the EUR Revolver Borrowings outstanding. This unrealized foreign currency loss (gain) is classified within foreign currency loss (gain) in the consolidated statements of income and comprehensive income for all periods presented. (5) Other debt facilities relate to a few local debt facilities that we assumed through the Howden Acquisition. (6) Our convertible notes due November 2024, net of unamortized debt issuance costs, are included in current maturities for both periods presented. Also included in current maturities for the current period are $0.6 of other debt facilities. The following table summarizes the fair value of our actively quoted debt instruments as a percentage of their par value (1) : December 31, 2023 2022 Convertible notes due November 2024 234 % 201 % Senior secured notes due 2030 105 % 101 % Senior unsecured notes due 2031 109 % 103 % Term loans due March 2030 100 % — % _______________ (1) The 2024 Notes, Secured Notes, Unsecured Notes and term loans due 2030 are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs. |
Scheduled Annual Maturities | The following table represents the scheduled maturities for our borrowings, excluding unamortized debt issuance costs, for the next five years: For the Year Ended December 31, 2024 $ 259.4 2025 — 2026 102.8 2027 — 2028 — Thereafter 3,601.7 Total $ 3,963.9 |
Schedule of Interest Expense and Financing Cost Amortization | The following table summarizes the interest accretion of the Notes discount and contractual interest coupon associated with the Notes: Year Ended December 31, 2023 2022 Notes, interest accretion of senior notes discount $ 3.0 $ 0.1 Secured Notes, 7.5% contractual interest coupon 109.7 3.0 Unsecured Notes, 9.5% contractual interest coupon 48.6 1.3 Notes, total interest expense $ 161.3 $ 4.4 The following table summarizes interest expense and financing costs amortization related to the Amended SSRCF and term loans due March 2030: Year Ended December 31, 2023 2022 2021 Interest expense, senior secured revolving credit facilities due October 2026 $ 27.7 $ 23.4 $ 2.5 Interest expense, term loan due June 2024 — — 1.8 Interest expense, term loans due March 2030 119.5 — — Interest expense, senior secured revolving credit facilities due June 2024 — — 4.7 Total interest expense $ 147.2 $ 23.4 $ 9.0 Financing costs amortization, senior secured revolving credit facility due October 2026 $ 2.3 $ 1.9 $ 0.4 Financing costs amortization, term loans due March 2030 3.6 — — Financing costs amortization, senior secured revolving facility and term loan due June 2024, write off of unamortized deferred debt issuance costs — — 3.8 Financing cost amortization, new debt issuance costs immediately charged to net income — — 0.3 Financing costs amortization, senior secured revolving credit facility and term loan due June 2024 — — 2.9 Total financing costs amortization $ 5.9 $ 1.9 $ 7.4 |
Schedule of Interest Accretion, Loss on Extinguishment, and Amortization of Financing Costs | The following table summarizes 1.0% co ntractual interest coupon and financing costs amortization associated with the 2024 Notes: Year Ended December 31, 2023 2022 2021 2024 Notes, 1.0% contractual interest coupon, 1.5% for 2022 $ 2.4 $ 4.0 $ 2.6 2024 Notes, financing costs amortization $ 1.0 $ 0.9 $ 0.9 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Mandatory Convertible Preferred Stock | The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Share of Mandatory Convertible Preferred Stock Greater than $141.8037 (threshold appreciation price) 7.0520 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 7.0520 and 8.4620 shares of common stock, determined by dividing $1,000 by the applicable market value Less than $118.1754 (initial price) 8.4620 shares of common stock The following table illustrates the conversion rate per depositary share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Depositary Share Greater than $141.8037 (threshold appreciation price) 0.3526 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 0.3526 and 0.4231 shares of common stock, determined by dividing $50 by the applicable market value Less than $118.1754 (initial price) 0.4231 shares of common stock |
Financial Instruments and Der_2
Financial Instruments and Derivative Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table represents the fair value of our asset and liability derivatives: Asset Derivatives Liability Derivatives December 31, December 31, December 31, December 31, Derivatives designated as net investment hedge Balance Sheet Location Fair Value Fair Value Balance Sheet Location Fair Value Fair Value Foreign Exchange Collar Contracts (1) Other assets $ — $ — Other long-term liabilities $ 6.0 $ 2.7 Total derivatives designated as net investment hedge — — 6.0 2.7 Derivatives not designated as hedges Foreign Currency Contracts Other current assets 1.8 — Other current liabilities 2.7 — Foreign Currency Contracts Other assets 0.1 — Other long-term liabilities — — Total derivatives not designated as hedges 1.9 — 2.7 — Total derivatives $ 1.9 $ — $ 8.7 $ 2.7 _______________ (1) Represents foreign exchange swaps and foreign exchange options. |
Schedule of Net Investment Hedges in Accumulated Other Comprehensive Income (Loss) | The following table represents the net effect derivative instruments designated in hedging relationships had on accumulated other comprehensive loss on the consolidated statements of income and comprehensive income: Year Ended December 31, Derivatives designated as net investment hedge 2023 2022 Foreign Exchange Collar Contracts (1) (2) $ 2.6 $ 5.2 _______________ (1) Our designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to hedge ineffectiveness during the year ended December 31, 2023. (2) Represents foreign exchange swaps and foreign exchange options. The following table represents the effect that derivative instruments not designated as hedges had on net income: Year Ended December 31, Derivatives not designated as hedges Location of (gain) recognized in income 2023 2022 Foreign Currency Contracts Foreign currency (gain) $ (3.3) $ — |
Schedule of Derivative Instruments, Gain (Loss) | The following table represents interest income, included within interest expense, net on the consolidated statements of income and comprehensive income related to amounts excluded from the assessment of hedge effectiveness for derivative instruments designated as net investment hedges: Year Ended December 31, Derivatives designated as net investment hedge 2023 2022 Foreign Exchange Collar Contracts (1) (2) $ 1.6 $ 1.3 _______________ (1) Represents amount excluded from effectiveness testing. Our Foreign Exchange Collar Contracts are designated with terms based on the spot rate of the euro. Future changes in the components related to the spot change on the notional will be recorded in other comprehensive income and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are classified in interest expense, net in the consolidated statements of income and comprehensive income, and the initial value of excluded components currently recorded in accumulated other comprehensive loss as a foreign currency translation adjustment are amortized to interest expense, net over the remaining term of the Foreign Exchange Contract. (2) Represents foreign exchange swaps and foreign exchange options. |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Rollforward of Consolidated Warranty Reserve | The following table represents changes in our consolidated warranty reserve: Year Ended December 31, 2023 2022 2021 Beginning balance $ 4.1 $ 10.5 $ 11.9 Acquired warranty reserve 35.7 — — Accrued warranty expense 2.6 1.5 5.0 Warranty usage (11.2) (7.9) (6.4) Foreign exchange translation effect 0.6 — — Ending balance $ 31.8 $ 4.1 $ 10.5 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Consideration | The following table shows the purchase price in accordance with ASC 805: Description Cash consideration to seller $ 2,788.3 Howden's debt settled at close 1,529.0 Settlement of seller transaction costs 67.2 Funds held in escrow 20.4 Working capital adjustment (17.5) Total ASC 805 purchase price $ 4,387.4 |
Schedule of Recognized Identified Assets Acquired In Business Combination | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date: Preliminary Estimated Fair Value Net assets acquired: Cash and cash equivalents $ 62.5 Restricted cash 2.6 Accounts receivable 427.5 Inventories 260.0 Unbilled contract revenue 168.1 Prepaid expenses 51.9 Other current assets 103.3 Assets held for sale 225.7 Property, plant and equipment 325.1 Identifiable intangible assets 2,434.5 Equity method investments 12.0 Other assets 117.8 Accounts payable (373.2) Customer advances and billings in excess of contract revenue (233.2) Accrued salaries, wages and benefits (103.0) Accrued income taxes (28.5) Current portion of warranty reserve (34.3) Current portion of long-term debt (1) (1.4) Other current liabilities (141.2) Liabilities held for sale (43.9) Long-term deferred tax liabilities (671.8) Operating lease liabilities (52.3) Finance lease liabilities (8.1) Accrued pension liabilities (6.0) Other long-term liabilities (45.7) Total identifiable net assets assumed 2,448.4 Noncontrolling interest (2) (146.3) Goodwill (3) 2,085.3 Net assets acquired $ 4,387.4 Assets acquired net of cash, cash equivalents and restricted cash $ 4,322.3 _______________ (1) Represents the balance related to short term debt held in Other Debt Facilities. Refer to Note 10, “Debt and Credit Arrangements.” (2) As part of the Howden Acquisition, we acquired a noncontrolling interest which owns 82% of Howden Hua Engineering Co., Ltd, an entity based in China which is valued at $146.0. (3) Includes $102.2 and $49.7 allocated to the Roots and American Fan divestitures, respectively. |
Schedule of Identifiable Intangible Assets Acquired | The following table summarizes information regarding preliminary identifiable assets acquired in the Howden Acquisition: Estimated Useful Lives Preliminary Estimated Asset Fair Value Finite-lived intangible assets acquired: Customer relationships 18 years $ 1,533.0 Backlog 3 years 135.0 Technology 5 to 14 years 296.0 Total finite-lived intangible assets acquired $ 1,964.0 Indefinite-lived intangible assets acquired: Trade names 470.5 Total intangible assets acquired $ 2,434.5 |
Schedule of Pro Forma Disclosures | The following unaudited pro forma combined financial information for the years ended December 31, 2023, 2022 and 2021 gives effect to the Howden Acquisition and the Roots and American Fan divestitures, as if both occurred on January 1, 2021. The unaudited pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. In addition, the unaudited pro forma information is not intended to be a projection of future results and does not reflect any operating efficiencies or cost savings that might be achievable. The following adjustments are reflected in the unaudited pro forma financial table below: • the effect of increased interest expense related to the repayment of the Howden term loans, senior notes and revolving credit facility net of the additional borrowing on the Chart senior secured revolving credit facility and senior secured and unsecured notes, • amortization of acquired intangible assets, • an adjustment to reflect the change in the estimated income tax rate for federal and state purposes, • nonrecurring acquisition-related expenses incurred by Howden prior to the close of and directly attributable to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented, and • nonrecurring acquisition-related expenses incurred by Chart and directly related to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented. Year Ended December 31, 2023 2022 2021 Pro forma sales from continuing operations $ 3,657.7 $ 3,314.6 $ 2,893.8 Pro forma net loss attributable to Chart Industries, Inc. from continuing operations 6.1 164.0 171.8 |
Schedule Of Changes In Contingent Consideration | The following table represents the changes to our contingent consideration liabilities: SES BIG MP Total Balance at December 31, 2022 $ 16.3 $ 1.0 $ — $ 17.3 (Decrease) increase in fair value of contingent consideration liabilities (1) (2) (9.2) 0.7 (0.2) (8.7) Acquired contingent consideration liabilities — — 2.9 2.9 Payment of contingent consideration — (1.7) (2.7) (4.4) Balance at December 31, 2023 $ 7.1 $ — $ — $ 7.1 _______________ (1) For the year ended December 31, 2023, the fair value of contingent consideration related to SES decreased by $9.2 (decreased by $2.8 for the year ended December 31, 2022 and increased by $2.2 for the year ended December 31, 2021). On December 31, 2023, the measurement period for technical milestones tranche of the SES earn-out, with potential payments that ranged from $0.0 to $12.5, was not met and resulted in a reduction of the fair value of contingent consideration during 2023. (2) For the year ended December 31, 2023, the fair value of contingent consideration related to BIG increased by $0.7 (decreased by $1.1 during both the years ended December 31, 2022 and 2021). |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) are as follows: December 31, 2023 Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Beginning Balance $ (50.5) $ (7.5) $ (58.0) Other comprehensive income 63.7 4.2 67.9 Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 0.9 0.9 Net current-period other comprehensive income, net of taxes 63.7 5.1 68.8 Ending Balance $ 13.2 $ (2.4) $ 10.8 December 31, 2022 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Beginning Balance $ (15.2) $ (6.5) $ (21.7) Other comprehensive loss (35.3) (1.5) (36.8) Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes — 0.5 0.5 Net current-period other comprehensive loss, net of taxes (35.3) (1.0) (36.3) Ending Balance $ (50.5) $ (7.5) $ (58.0) _______________ (1) Foreign currency translation adjustments includes translation adjustments and net investment hedge, net of taxes. See Note 12, “Financial Instruments and Derivative Financial Instruments,” for further information related to the net investment hedge. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Net Income (loss) Per Share | The following table presents calculations of net income per share of common stock: Year Ended December 31, 2023 2022 2021 Amounts attributable to Chart common stockholders Income from continuing operations $ 47.9 $ 81.6 $ 59.1 Less: Mandatory convertible preferred stock dividend requirement 27.3 1.4 — Income from continuing operations attributable to Chart 20.6 80.2 59.1 Loss from discontinued operations, net of tax (0.6) (57.6) — Net income attributable to Chart common stockholders $ 20.0 $ 22.6 $ 59.1 Earnings per common share – basic: Income from continuing operations $ 0.49 $ 2.21 $ 1.66 Loss from discontinued operations (0.01) (1.59) — Net income attributable to Chart Industries, Inc. $ 0.48 $ 0.62 $ 1.66 Earnings per common share – diluted: Income from continuing operations $ 0.44 $ 1.92 $ 1.44 Loss from discontinued operations (0.01) (1.38) — Net income attributable to Chart Industries, Inc. $ 0.43 $ 0.54 $ 1.44 Weighted average number of common shares outstanding – basic 41.97 36.25 35.61 Incremental shares issuable upon assumed conversion and exercise of share-based awards 0.20 0.26 0.34 Incremental shares issuable due to dilutive effect of the convertible notes 2.53 2.81 2.76 Incremental shares issuable due to dilutive effect of warrants 2.12 2.47 2.40 Incremental shares issuable due to dilutive effect of the underwriters common shares option — 0.01 — Weighted average number of common shares outstanding – diluted 46.82 41.80 41.11 |
Schedule of Antidilutive Securities | Diluted earnings per share does not consider the following cumulative preferred stock dividends and potential common shares as the effect would be anti-dilutive: Year Ended December 31, 2023 2022 2021 Numerator Mandatory convertible preferred stock dividend requirement (1) $ 27.3 $ 1.4 $ — Denominator Anti-dilutive shares, Share-based awards 0.09 0.06 0.03 Anti-dilutive shares, Convertible note hedge and capped call transactions (2) 2.53 2.81 2.76 Anti-dilutive shares, Mandatory convertible preferred stock (1) 3.03 0.17 — Total anti-dilutive securities 5.65 3.04 2.79 _______________ (1) We calculate the basic and diluted earnings per share based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Mandatory Convertible Preferred Stock and the 2024 Convertible Notes are participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses are not allocated to the Series B Mandatory Convertible Preferred Stock, as it does not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period. (2) The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 10, “Debt and Credit Arrangements.” |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income from continuing operations before income taxes consists of the following: For the Year Ended December 31, 2023 2022 2021 United States $ (100.9) $ 31.1 $ 25.9 Foreign 158.9 67.8 48.2 Income from continuing operations before income taxes $ 58.0 $ 98.9 $ 74.1 |
Schedule of Components of Income Tax Expense (Benefit) | Significant components of income tax expense (benefit), net are as follows: For the Year Ended December 31, 2023 2022 2021 Current: Federal $ (15.5) $ (1.3) $ 1.7 State and local 6.6 3.5 3.2 Foreign 91.2 15.4 16.5 Total current 82.3 17.6 21.4 Deferred: Federal 1.5 (5.6) (5.8) State and local (1.8) 1.9 1.1 Foreign (79.0) 2.0 (3.2) Total deferred (79.3) (1.7) (7.9) Total income tax expense, net $ 3.0 $ 15.9 $ 13.5 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax expense is as follows: Year Ended December 31, 2023 2022 2021 Income tax expense at U.S. statutory rate $ 12.2 $ 20.8 $ 15.6 State income taxes, net of federal tax benefit 3.1 1.5 3.1 Foreign withholding taxes 6.3 0.2 1.6 U.S. taxation of international operations 18.7 1.4 (0.3) Effective tax rate differential of earnings outside of United States 2.8 1.7 1.8 Change in valuation allowance (2.0) (11.6) (5.9) Research & experimentation (2.0) (2.9) (1.0) Provision to return 0.8 5.0 0.3 Non-deductible items 0.1 0.4 2.4 Change in uncertain tax positions 2.0 (0.3) (0.2) Share-based compensation 0.1 (1.1) (4.1) Capital (loss) (40.5) — — Unremitted earnings not permanently reinvested 0.9 — — Other items 0.5 0.8 0.2 Income tax expense $ 3.0 $ 15.9 $ 13.5 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows: December 31, 2023 2022 Deferred tax assets (“DTA”): Accruals and reserves $ 48.2 $ 5.1 Loss contingency 0.5 70.3 Pensions — 0.2 Inventory 127.0 78.1 Share-based compensation 2.6 2.3 R&D Amortization 18.1 7.4 Tax credit carryforwards 2.6 8.2 Interest limitation carryover 126.8 5.5 Foreign net operating loss carryforwards 36.0 8.7 State net operating loss carryforwards 4.2 2.1 Convertible notes 2.2 4.3 Property, plant and equipment – net DTA 4.4 5.2 Other – net DTA 2.2 2.9 Total deferred tax assets before valuation allowances 374.8 200.3 Valuation allowances (90.3) (5.4) Total deferred tax assets, net of valuation allowances $ 284.5 $ 194.9 Deferred tax liabilities (“DTL”): Property, plant and equipment – net DTL $ 58.6 $ 26.0 Goodwill and intangible assets 629.0 77.0 Pensions 6.4 — Insurance receivable — 53.5 Unremitted earnings (APB23) 19.7 — Other – net DTL 0.6 3.1 Investments 2.3 4.5 Deferred revenue 123.5 72.0 Total deferred tax liabilities $ 840.1 $ 236.1 Net deferred tax liabilities $ 555.6 $ 41.2 The net deferred tax liability is classified as follows: Other assets $ (12.6) $ (4.9) Long-term deferred tax liabilities 568.2 46.1 Net deferred tax liabilities $ 555.6 $ 41.2 |
Schedule of Reconciliation of Unrecognized Tax Benefits | The reconciliation of beginning to ending gross unrecognized tax benefits is as follows: Year Ended December 31, 2023 2022 2021 Unrecognized tax benefits at beginning of the year $ 0.7 $ 1.7 $ 1.9 Additions for tax positions acquired during the current period 34.4 — — Additions (reductions) for tax positions taken during the prior period 3.7 — 0.4 Reductions relating to settlements with taxing authorities (1.6) (0.3) — Lapse of statutes of limitation (0.2) (0.7) (0.6) Unrecognized tax benefits at end of the year $ 37.0 $ 0.7 $ 1.7 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Components of Net Periodic Pension Income | The components of net periodic pension income are as follows : U.S. Plans International Plans Year Ended December 31, Year Ended December 31, 2023 2022 2021 2023 Interest cost $ 2.4 $ 1.7 $ 1.7 $ 1.2 Service cost $ — $ — $ — $ 0.7 Expected return on plan assets (3.3) (4.3) (3.8) (1.3) Amortization of net loss 0.9 0.5 1.0 — Total net periodic pension income $ — $ (2.1) $ (1.1) $ 0.6 |
Schedule of Changes in Projected Benefit Obligation and Plan Assets, Funded Status and Amounts Recognized on the Balance Sheet | Each component of net periodic pension income is included in selling, general and administrative expenses in the consolidated statements of income. The other changes in plan assets and projected benefit obligations recognized in other comprehensive (loss) income are as follows: U.S. Plans International Plans Year Ended December 31, Year Ended December 31, 2023 2022 2023 Net actuarial (gain) loss $ (5.9) $ 1.7 $ 0.1 Net amortization (0.9) (0.5) — Effect of foreign exchange rates — — 4.7 Total recognized in other comprehensive (loss) income $ (6.8) $ 1.2 $ 4.8 The changes in the projected benefit obligation and plan assets, the funded status of the plans and the amounts recognized in the consolidated balance sheets are as follows: U.S. Plans International Plans December 31, December 31, 2023 2022 2023 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 50.0 $ 63.5 $ — Acquisition of Howden (1) — — 41.1 Interest cost 2.4 1.7 1.2 Service cost — — 0.7 Benefits paid (3.1) (3.0) (2.0) Actuarial (gains) losses (1.2) (12.2) 0.4 Foreign exchange rate impact — — 1.6 Projected benefit obligation at year end 48.1 50.0 43.0 Accumulated benefit obligation at year end 48.1 50.0 41.2 Change in plan assets: Fair value of plan assets at beginning of year 49.1 61.9 — Acquisition of Howden (1) — — 38.7 Actual return 8.0 (9.8) 1.6 Employer contributions — — 1.9 Benefits paid (3.1) (3.0) (2.0) Foreign exchange rate impact — — 1.6 Fair value of plan assets at year end 54.0 49.1 41.8 Funded status (Accrued pension asset (liability)) $ 5.9 $ (0.9) $ (1.2) Amounts recognized on the consolidated balance sheet at December 31: Non-current assets $ 5.9 $ — $ 5.8 Current liabilities — — (0.3) Non-current liabilities — (0.9) (6.7) Recognized accrued pension asset (liability) $ 5.9 $ (0.9) $ (1.2) Unrecognized actuarial loss recognized in accumulated other comprehensive loss $ 3.5 $ 10.3 $ 0.1 _______________ (1) The 2023 changes in the projected benefit obligation and plan assets reflect the effect of the Howden Acquisition. |
Schedule of Accumulated and Projected Benefit Obligations | Howden Plans with accumulated benefit obligations in excess of plan assets consist of the following: International Plans December 31, 2023 Projected benefit obligation $ 6.7 Accumulated benefit obligation 5.7 Fair value of plan assets 0.3 Howden Plans with projected benefit obligations in excess of plan assets consist of the following: International Plans December 31, 2023 Projected benefit obligation $ 10.2 Accumulated benefit obligation 8.4 Fair value of plan assets 3.4 |
Schedule of Assumptions Used | The actuarial assumptions used in determining pension plan information are as follows: U.S. Plans International Plans Year Ended December 31, Year Ended December 31, 2023 2022 2021 2023 Assumptions used to determine the projected obligation at year end: Discount rate 5.0 % 4.9 % 2.7 % 3.4 % Rate of increase in compensation levels for active pension plans — % — % — % 4.1 % Assumptions used to determine net periodic benefit cost: Discount rate 4.9 % 2.7 % 2.4 % 3.4 % Expected long-term weighted-average rate of return on plan assets 7.0 % 7.0 % 7.0 % 4.5 % Rate of increase in compensation levels for active pension plans — % — % — % 4.1 % |
Schedule of Target Allocation by Asset Category and Fair Value | The Chart Plan’s target allocations by asset category and fair values of the plan assets by asset class at December 31 are as follows: U.S. Plans Target Allocations by Asset Category Fair Value Total Level 2 Level 3 Plan Assets: 2023 2022 2023 2022 2023 2022 Equity funds 30% $ 16.5 $ 35.0 $ 16.5 $ 35.0 $ — $ — Fixed income funds 62% 34.0 13.0 34.0 13.0 — — Other investments 8% 3.5 1.1 — — 3.5 1.1 Total $ 54.0 $ 49.1 $ 50.5 $ 48.0 $ 3.5 $ 1.1 The Howden Plans’ target allocations by asset category and fair values of the plan assets by asset class at December 31 are as follows: International Plans Target Allocations by Asset Category Fair Value Total Level 1 Level 2 Plan Assets: 2023 2023 2023 Cash and cash equivalents 0% $ 0.2 $ 0.2 $ — Insurance contracts 7% 2.9 — 2.9 Investments funds 93% 38.7 — 38.7 Total $ 41.8 $ 0.2 $ 41.6 |
Rollforward of Unobservable Inputs | The following table represents changes in the fair value of plan assets categorized as Level 3 from the preceding table: U.S. Plans Balance at December 31, 2021 $ 2.0 Purchases, sales and settlements, net (3.4) Transfers, net 2.5 Balance at December 31, 2022 1.1 Purchases, sales and settlements, net (2.9) Transfers, net 5.3 Balance at December 31, 2023 $ 3.5 |
Schedule of Expected Benefit Payments | The following benefit payments are expected to be paid by the plan in each of the next five years and in the aggregate for the subsequent five years: U.S. Plans International Plans 2024 $ 3.5 $ 2.5 2025 3.6 2.2 2026 3.6 2.7 2027 3.6 2.2 2028 3.6 2.6 In aggregate during five years thereafter 17.5 12.6 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Valuation Assumptions | Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows: Year Ended December 31, 2023 2022 2021 Weighted-average grant-date fair value per share $ 57.15 $ 67.58 $ 52.19 Expected term (years) 4.7 4.7 4.7 Risk-free interest rate 3.98 % 1.32 % 0.33 % Expected volatility 54.66 % 51.24 % 53.10 % |
Schedule of Stock Option Activity Rollforward | The following table summarizes our stock option activity from continuing operations: December 31, 2023 Number Weighted-average Aggregate Intrinsic Value Weighted- average Remaining Contractual Term Outstanding at beginning of year 0.27 $ 79.91 Granted 0.05 114.93 Exercised (0.02) 52.02 Forfeited / Cancelled (0.01) 109.23 Outstanding at end of year 0.29 $ 87.09 $ 14.5 6.0 years Vested and expected to vest at end of year 0.28 $ 86.29 $ 12.1 5.9 years Exercisable at end of year 0.18 $ 70.22 $ 14.4 4.8 years |
Schedule of Unvested Restricted Stock and RSU Rollforward | The following table summarizes our unvested restricted stock and RSUs activity from continuing operations: December 31, 2023 Number Weighted-Average Unvested at beginning of year 0.11 $ 125.14 Granted 0.07 132.28 Forfeited (0.01) 150.56 Vested (0.06) 106.20 Unvested at end of year 0.11 $ 137.70 |
Schedule of Performance Units Unvested Shares Activity Rollforward | The following table, which is stated at a 100% earned percentage, summarizes our performance units activity from continuing operations: December 31, 2023 Number Weighted-Average Unvested at beginning of year 0.07 $ 103.66 Granted 0.05 126.86 Vested (0.03) 68.70 Forfeited (0.02) 94.57 Unvested at end of year 0.07 $ 134.41 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The following table presents the lease balances within our consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities December 31, 2023 December 31, 2022 Assets Operating lease, net $ 69.1 $ 21.1 Finance lease, net 16.1 3.0 Total lease assets $ 85.2 $ 24.1 Liabilities Current: Operating lease liabilities $ 18.5 $ 5.4 Finance lease liabilities 3.0 1.7 Non-current: Operating lease liabilities 50.7 15.6 Finance lease liabilities 14.2 1.5 Total lease liabilities $ 86.4 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years 4.4 years Finance leases 5.9 years 2.1 years Weighted-average discount rate Operating leases 6.6% 3.4% Finance leases 6.7% 4.4% |
Schedule of Operating Lease Future Minimum Payments | The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of December 31, 2023: Finance Operating 2024 $ 4.5 $ 22.6 2025 2.5 17.7 2026 2.2 12.3 2027 2.1 8.0 2028 1.8 6.8 Thereafter (1) 9.8 14.4 Total future minimum lease payments $ 22.9 $ 81.8 Less: Present value discount (5.7) (12.6) Lease Liability $ 17.2 $ 69.2 _______________ (1) As of December 31, 2023, future minimum lease payments for non-cancelable operating leases for periods subsequent to 2028 relate to 20 leased facilities. |
Schedule of Finance Lease Future Minimum Payments | The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of December 31, 2023: Finance Operating 2024 $ 4.5 $ 22.6 2025 2.5 17.7 2026 2.2 12.3 2027 2.1 8.0 2028 1.8 6.8 Thereafter (1) 9.8 14.4 Total future minimum lease payments $ 22.9 $ 81.8 Less: Present value discount (5.7) (12.6) Lease Liability $ 17.2 $ 69.2 _______________ (1) As of December 31, 2023, future minimum lease payments for non-cancelable operating leases for periods subsequent to 2028 relate to 20 leased facilities. |
Schedule of Sales from Sales-type and Operating Leases | The following table represents sales from sales-type and operating leases: December 31, 2023 2022 2021 Sales-type leases $ 39.3 $ 28.1 $ 46.5 Operating leases 5.2 4.1 2.4 Total sales from leases $ 44.5 $ 32.2 $ 48.9 |
Schedule of Operating Lease, Lease Income | The following table represents sales from sales-type and operating leases: December 31, 2023 2022 2021 Sales-type leases $ 39.3 $ 28.1 $ 46.5 Operating leases 5.2 4.1 2.4 Total sales from leases $ 44.5 $ 32.2 $ 48.9 |
Scheduled Payments for Sales-type Leases | The following table represents scheduled payments for sales-type leases: December 31, 2023 2024 $ 22.3 2025 22.2 2026 19.5 2027 13.5 2028 9.7 Thereafter 25.3 Total 112.5 Less: unearned income 29.0 Total $ 83.5 |
Schedule of Cost of Equipment Leased | The following table represents the cost of equipment leased to others: December 31, 2023 2022 Equipment leased to others, cost $ 20.6 $ 17.3 Less: accumulated depreciation 4.4 3.1 Equipment leased to others, net $ 16.2 $ 14.2 |
Schedule of Payments Due for Operating Leases | The following table represents payments due for operating leases: December 31, 2023 2024 $ 0.4 2025 0.1 2026 — 2027 — 2028 — Thereafter — Total $ 0.5 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Summary of Severance and Other Restructuring Costs | The following table summarizes severance and other restructuring costs (credits), which includes employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other: Year Ended December 31, 2023 2022 2021 Severance: Cost of sales $ 0.3 $ — $ 0.4 Selling, general, and administrative expenses 11.8 — 0.8 Total severance costs 12.1 — 1.2 Other restructuring: Cost of sales 0.2 (1.0) 2.2 Selling, general, and administrative expenses 1.2 — 0.1 Total other restructuring costs (credits) 1.4 (1.0) 2.3 Total restructuring costs (credits) $ 13.5 $ (1.0) $ 3.5 The following table summarizes restructuring costs (credits) by reportable segment: Year Ended December 31, 2023 2022 2021 Cryo Tank Solutions $ 1.6 $ 0.1 $ 0.3 Heat Transfer Systems 0.9 0.3 1.7 Specialty Products 1.8 — — Repair, Service & Leasing 4.0 (1.4) 1.5 Corporate 5.2 — — Total restructuring costs (credits) $ 13.5 $ (1.0) $ 3.5 |
Schedule of Roll-forward of Restructuring Cost | The following table summarizes our consolidated restructuring activities: Balance as of December 31, 2020 $ 0.8 Restructuring costs 3.5 Cash payments and other (2.0) Balance as of December 31, 2021 2.3 Restructuring credits (1.0) Cash payments and other (1.1) Balance as of December 31, 2022 0.2 Restructuring costs 13.5 Cash payments and other (11.8) Balance as of December 31, 2023 $ 1.9 |
Nature of Operations and Prin_2
Nature of Operations and Principles of Consolidation (Details) | Dec. 31, 2023 center location |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of locations (location) | location | 64 |
Number of service centers (centers) | center | 50 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 06, 2017 | |
Disaggregation of Revenue | ||||
Advertising costs | $ 6,700,000 | $ 3,500,000 | $ 3,900,000 | |
Research and development expense | 23,300,000 | 13,500,000 | $ 12,700,000 | |
Convertible notes due November 2024 | Convertible Debt | ||||
Disaggregation of Revenue | ||||
Debt instrument, face amount | $ 258,700,000 | $ 258,800,000 | $ 258,800,000 | |
Minimum | ||||
Disaggregation of Revenue | ||||
Finite lived intangible asset useful life (in years) | 2 years | |||
Maximum | ||||
Disaggregation of Revenue | ||||
Finite lived intangible asset useful life (in years) | 15 years |
Discontinued Operations and O_3
Discontinued Operations and Other Businesses Sold - Narratives (Details) € in Thousands, $ in Millions | 12 Months Ended | |||||||||
Oct. 31, 2023 USD ($) | Oct. 26, 2023 USD ($) | Oct. 26, 2023 EUR (€) | Aug. 18, 2023 USD ($) | Jul. 26, 2023 USD ($) | Jun. 11, 2023 USD ($) | Dec. 31, 2023 USD ($) segment | Dec. 31, 2023 EUR (€) segment | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | $ 474.8 | $ 0 | $ 0 | |||||||
Number of reportable segments | segment | 4 | 4 | ||||||||
Held-for-sale | Comfico Fans | Scenario, Plan | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | $ 73.6 | |||||||||
Proceeds from sales of business before closing related costs | 80 | |||||||||
Estimated closing date adjustments | $ 5.6 | |||||||||
Assets Disposed of by Sales | Roots Rotary Blowers Business | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | $ 291.9 | |||||||||
Gain (loss) on sale before tax | $ 5 | |||||||||
Assets Disposed of by Sales | Roots Rotary Blowers Business | Scenario, Plan | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | $ 300 | |||||||||
Assets Disposed of by Sales | American Fans | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | $ 109.8 | |||||||||
Gain (loss) on sale before tax | 7.6 | |||||||||
Assets Disposed of by Sales | American Fans | Scenario, Plan | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | 111 | |||||||||
Assets Disposed of by Sales | Cryo Diffusion | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Gain (loss) on sale before tax | $ (6.1) | € (5,700) | ||||||||
Assets Disposed of by Sales | Cryo Diffusion | Scenario, Plan | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Proceeds from sale of businesses, net of cash divested | $ 4.5 | € 4,250 | ||||||||
Assets Disposed of by Sales | Comfico Fans | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||||
Gain (loss) on sale before tax | $ 3.1 |
Discontinued Operations and O_4
Discontinued Operations and Other Businesses Sold - Income for Discontinued Operations (Details) € in Thousands, $ in Millions | 12 Months Ended | |||||||
Oct. 26, 2023 USD ($) | Oct. 26, 2023 EUR (€) | Aug. 18, 2023 USD ($) | Jun. 11, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Other expenses: | ||||||||
Total loss from discontinued operations, net of tax | $ (0.6) | $ (57.6) | $ 0 | |||||
Proceeds from sale of CAIRE | 474.8 | 0 | $ 0 | |||||
Assets Disposed of by Sales | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | ||||||||
Sales | 58.8 | 0 | ||||||
Cost of sales | 41.4 | 0 | ||||||
Gross profit | 17.4 | 0 | ||||||
Selling, general, and administrative expenses | 7.4 | 74.8 | ||||||
Operating income | 10 | (74.8) | ||||||
Other expenses: | ||||||||
Interest expense, net | 8.9 | 0 | ||||||
Foreign currency loss | 0.1 | 0 | ||||||
Other expense, net | 9 | 0 | ||||||
Income (loss) before income taxes | 1 | (74.8) | ||||||
Income tax expense (benefit) | 1.2 | (17.2) | ||||||
Loss from discontinued operations before gain on sale of business | (0.2) | (57.6) | ||||||
Loss on sale of business, net of taxes | 0.4 | 0 | ||||||
Total loss from discontinued operations, net of tax | (0.6) | $ (57.6) | ||||||
Tax on loss on sale of business | 5.4 | |||||||
Assets Disposed of by Sales | Roots Rotary Blowers Business | ||||||||
Other expenses: | ||||||||
Gain (loss) on sale before tax | 5 | |||||||
Proceeds from sale of CAIRE | $ 291.9 | |||||||
Assets Disposed of by Sales | Roots Rotary Blowers Business | Scenario, Plan | ||||||||
Other expenses: | ||||||||
Proceeds from sale of CAIRE | $ 300 | |||||||
Assets Disposed of by Sales | Cryo Diffusion | ||||||||
Other expenses: | ||||||||
Gain (loss) on sale before tax | $ (6.1) | € (5,700) | ||||||
Assets Disposed of by Sales | Cryo Diffusion | Scenario, Plan | ||||||||
Other expenses: | ||||||||
Proceeds from sale of CAIRE | $ 4.5 | € 4,250 |
Segment and Geographic Inform_3
Segment and Geographic Information - Segment Income (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information | |||
Sales | $ 3,352.5 | $ 1,612.4 | $ 1,317.7 |
Depreciation and amortization expense | 231.1 | 81.9 | 80.6 |
Operating income (loss) | 390.7 | 151.5 | 88.5 |
Restructuring costs | 13.5 | (1) | 3.5 |
(Decrease) increase in fair value of contingent consideration liabilities | (8.7) | ||
Repair, Service & Leasing | |||
Segment Reporting Information | |||
Restructuring costs | 4 | (1.4) | |
Operating Segments | Cryo Tank Solutions | |||
Segment Reporting Information | |||
Sales | 640.8 | 504.3 | 447.4 |
Depreciation and amortization expense | 23.2 | 16.7 | 14.9 |
Operating income (loss) | 54.5 | 54 | 52.9 |
Restructuring costs | 1.6 | 0.1 | 0.3 |
Operating Segments | Heat Transfer Systems | |||
Segment Reporting Information | |||
Sales | 891.2 | 462.7 | 262.7 |
Depreciation and amortization expense | 32.6 | 29.3 | 37.6 |
Operating income (loss) | 175.8 | 51.7 | (12.3) |
Restructuring costs | 0.9 | 0.3 | 1.7 |
Operating Segments | Specialty Products | |||
Segment Reporting Information | |||
Sales | 819.9 | 448.3 | 432.9 |
Depreciation and amortization expense | 24.7 | 16.4 | 15.1 |
Operating income (loss) | 119.7 | 72.9 | 94.1 |
Restructuring costs | 1.8 | 0 | 0 |
(Decrease) increase in fair value of contingent consideration liabilities | (8.5) | (3.9) | |
Operating Segments | Repair, Service & Leasing | |||
Segment Reporting Information | |||
Sales | 1,029.2 | 209.6 | 187 |
Depreciation and amortization expense | 145.1 | 17.1 | 11.3 |
Operating income (loss) | 203.3 | 51 | 23.3 |
Restructuring costs | 4 | (1.4) | 1.5 |
(Decrease) increase in fair value of contingent consideration liabilities | (0.2) | ||
Intersegment Eliminations | |||
Segment Reporting Information | |||
Sales | (28.6) | (12.5) | (12.3) |
Depreciation and amortization expense | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 |
Corporate | |||
Segment Reporting Information | |||
Sales | 0 | 0 | 0 |
Depreciation and amortization expense | 5.5 | 2.4 | 1.7 |
Operating income (loss) | (162.6) | (78.1) | (69.5) |
Restructuring costs | $ 5.2 | $ 0 | $ 0 |
Segment and Geographic Inform_4
Segment and Geographic Information - Product Sales Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information | |||
Sales | $ 3,352.5 | $ 1,612.4 | $ 1,317.7 |
North America | |||
Segment Reporting Information | |||
Sales | 1,515.6 | 980.9 | 665.8 |
Europe, Middle East, Africa and India | |||
Segment Reporting Information | |||
Sales | 1,014.1 | 434.4 | 419.8 |
Asia Pacific | |||
Segment Reporting Information | |||
Sales | 742.7 | 187.9 | 223.7 |
Rest of the World | |||
Segment Reporting Information | |||
Sales | 80.1 | 9.2 | 8.4 |
United States | |||
Segment Reporting Information | |||
Sales | $ 1,387.7 | $ 938.5 | $ 585.9 |
United States | Sales | Geographic Concentration Risk | |||
Segment Reporting Information | |||
Concentration risk (percent) | 41.40% | 58.20% | 44.50% |
China | |||
Segment Reporting Information | |||
Sales | $ 460.9 | $ 58.3 | $ 136.2 |
China | Sales | Geographic Concentration Risk | |||
Segment Reporting Information | |||
Concentration risk (percent) | 13.70% | 3.60% | 10.30% |
Operating Segments | Cryo Tank Solutions | |||
Segment Reporting Information | |||
Sales | $ 640.8 | $ 504.3 | $ 447.4 |
Operating Segments | Cryo Tank Solutions | North America | |||
Segment Reporting Information | |||
Sales | 309.5 | 214.8 | 178.3 |
Operating Segments | Cryo Tank Solutions | Europe, Middle East, Africa and India | |||
Segment Reporting Information | |||
Sales | 210 | 185.7 | 155.2 |
Operating Segments | Cryo Tank Solutions | Asia Pacific | |||
Segment Reporting Information | |||
Sales | 114.4 | 98.1 | 109.9 |
Operating Segments | Cryo Tank Solutions | Rest of the World | |||
Segment Reporting Information | |||
Sales | 6.9 | 5.7 | 4 |
Operating Segments | Heat Transfer Systems | |||
Segment Reporting Information | |||
Sales | 891.2 | 462.7 | 262.7 |
Operating Segments | Heat Transfer Systems | North America | |||
Segment Reporting Information | |||
Sales | 594 | 323.5 | 181.1 |
Operating Segments | Heat Transfer Systems | Europe, Middle East, Africa and India | |||
Segment Reporting Information | |||
Sales | 115.3 | 97.5 | 28.6 |
Operating Segments | Heat Transfer Systems | Asia Pacific | |||
Segment Reporting Information | |||
Sales | 163.8 | 40.1 | 51.6 |
Operating Segments | Heat Transfer Systems | Rest of the World | |||
Segment Reporting Information | |||
Sales | 18.1 | 1.6 | 1.4 |
Operating Segments | Specialty Products | |||
Segment Reporting Information | |||
Sales | 819.9 | 448.3 | 432.9 |
Operating Segments | Specialty Products | North America | |||
Segment Reporting Information | |||
Sales | 307.6 | 302.2 | 193.2 |
Operating Segments | Specialty Products | Europe, Middle East, Africa and India | |||
Segment Reporting Information | |||
Sales | 230.3 | 113.2 | 204.1 |
Operating Segments | Specialty Products | Asia Pacific | |||
Segment Reporting Information | |||
Sales | 266.3 | 32.2 | 33.9 |
Operating Segments | Specialty Products | Rest of the World | |||
Segment Reporting Information | |||
Sales | 15.7 | 0.7 | 1.7 |
Operating Segments | Repair, Service & Leasing | |||
Segment Reporting Information | |||
Sales | 1,029.2 | 209.6 | 187 |
Operating Segments | Repair, Service & Leasing | North America | |||
Segment Reporting Information | |||
Sales | 317.6 | 147 | 118.6 |
Operating Segments | Repair, Service & Leasing | Europe, Middle East, Africa and India | |||
Segment Reporting Information | |||
Sales | 468.4 | 41.9 | 36.4 |
Operating Segments | Repair, Service & Leasing | Asia Pacific | |||
Segment Reporting Information | |||
Sales | 203.3 | 19.3 | 30.6 |
Operating Segments | Repair, Service & Leasing | Rest of the World | |||
Segment Reporting Information | |||
Sales | 39.9 | 1.4 | 1.4 |
Intersegment Eliminations | |||
Segment Reporting Information | |||
Sales | (28.6) | (12.5) | (12.3) |
Intersegment Eliminations | North America | |||
Segment Reporting Information | |||
Sales | (13.1) | (6.6) | (5.4) |
Intersegment Eliminations | Europe, Middle East, Africa and India | |||
Segment Reporting Information | |||
Sales | (9.9) | (3.9) | (4.5) |
Intersegment Eliminations | Asia Pacific | |||
Segment Reporting Information | |||
Sales | (5.1) | (1.8) | (2.3) |
Intersegment Eliminations | Rest of the World | |||
Segment Reporting Information | |||
Sales | $ (0.5) | $ (0.2) | $ (0.1) |
Segment and Geographic Inform_5
Segment and Geographic Information - Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets | |||
Assets | $ 9,102.4 | $ 5,901.9 | |
Goodwill | 2,906.8 | 992 | $ 994.6 |
Identifiable intangible assets, net | 2,791.9 | 535.3 | |
Insurance receivable, net of tax | 0 | 251.4 | |
Operating Segments | |||
Revenues from External Customers and Long-Lived Assets | |||
Assets | 2,864.7 | 1,292.5 | |
Operating Segments | Cryo Tank Solutions | |||
Revenues from External Customers and Long-Lived Assets | |||
Assets | 706.1 | 382 | |
Goodwill | 219.3 | 79.1 | 84.9 |
Operating Segments | Heat Transfer Systems | |||
Revenues from External Customers and Long-Lived Assets | |||
Assets | 560.7 | 298.6 | |
Goodwill | 480.4 | 430.5 | 433.6 |
Operating Segments | Specialty Products | |||
Revenues from External Customers and Long-Lived Assets | |||
Assets | 647.8 | 429.8 | |
Goodwill | 567.9 | 304 | 300.9 |
Operating Segments | Repair, Service & Leasing | |||
Revenues from External Customers and Long-Lived Assets | |||
Assets | 950.1 | 182.1 | |
Goodwill | 1,639.2 | 178.4 | 175.2 |
Corporate | |||
Revenues from External Customers and Long-Lived Assets | |||
Assets | $ 539 | 2,830.7 | |
Goodwill | $ 0 | $ 0 |
Segment and Geographic Inform_6
Segment and Geographic Information - Geographic Information (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | $ 837.6 | $ 430 |
United States | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 356.9 | 262 |
Foreign | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 480.7 | 168 |
Germany | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 106.7 | 16.3 |
China | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 106.4 | 49.3 |
Italy | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 54.6 | 56.4 |
Czech Republic | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 34 | 26.6 |
India | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | 34 | 19.3 |
Other foreign countries | ||
Revenues from External Customers and Long-Lived Assets | ||
Property, plant and equipment, net | $ 145 | $ 0.1 |
Revenue - Disaggregation by Tim
Revenue - Disaggregation by Timing (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue | |||
Sales to external customers | $ 3,352.5 | $ 1,612.4 | $ 1,317.7 |
Point in time | |||
Disaggregation of Revenue | |||
Sales to external customers | 1,205.8 | 781.1 | 835.7 |
Over time | |||
Disaggregation of Revenue | |||
Sales to external customers | 2,146.7 | 831.3 | 482 |
Operating Segments | Cryo Tank Solutions | |||
Disaggregation of Revenue | |||
Sales to external customers | 640.8 | 504.3 | 447.4 |
Operating Segments | Cryo Tank Solutions | Point in time | |||
Disaggregation of Revenue | |||
Sales to external customers | 444.7 | 443.4 | 407.6 |
Operating Segments | Cryo Tank Solutions | Over time | |||
Disaggregation of Revenue | |||
Sales to external customers | 196.1 | 60.9 | 39.8 |
Operating Segments | Heat Transfer Systems | |||
Disaggregation of Revenue | |||
Sales to external customers | 891.2 | 462.7 | 262.7 |
Operating Segments | Heat Transfer Systems | Point in time | |||
Disaggregation of Revenue | |||
Sales to external customers | 27.4 | 27.3 | 19.2 |
Operating Segments | Heat Transfer Systems | Over time | |||
Disaggregation of Revenue | |||
Sales to external customers | 863.8 | 435.4 | 243.5 |
Operating Segments | Specialty Products | |||
Disaggregation of Revenue | |||
Sales to external customers | 819.9 | 448.3 | 432.9 |
Operating Segments | Specialty Products | Point in time | |||
Disaggregation of Revenue | |||
Sales to external customers | 148.4 | 214.8 | 300.5 |
Operating Segments | Specialty Products | Over time | |||
Disaggregation of Revenue | |||
Sales to external customers | 671.5 | 233.5 | 132.4 |
Operating Segments | Repair, Service & Leasing | |||
Disaggregation of Revenue | |||
Sales to external customers | 1,029.2 | 209.6 | 187 |
Operating Segments | Repair, Service & Leasing | Point in time | |||
Disaggregation of Revenue | |||
Sales to external customers | 603.3 | 104.4 | 119.1 |
Operating Segments | Repair, Service & Leasing | Over time | |||
Disaggregation of Revenue | |||
Sales to external customers | 425.9 | 105.2 | 67.9 |
Intersegment Eliminations | |||
Disaggregation of Revenue | |||
Sales to external customers | (28.6) | (12.5) | (12.3) |
Intersegment Eliminations | Point in time | |||
Disaggregation of Revenue | |||
Sales to external customers | (18) | (8.8) | (10.7) |
Intersegment Eliminations | Over time | |||
Disaggregation of Revenue | |||
Sales to external customers | $ (10.6) | $ (3.7) | $ (1.6) |
Revenue - Change in Contract As
Revenue - Change in Contract Assets and Liabilities (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Contract assets | |
Accounts receivable, net of allowances, beginning | $ 278.4 |
Accounts receivable, net of allowances, ending | 758.9 |
Unbilled contract revenue, beginning | 133.7 |
Unbilled contract revenue, ending | 481.7 |
Contract liabilities | |
Customer advances and billings in excess of contract revenue, beginning | 170.6 |
Customer advances and billings in excess of contract revenue, ending | $ 376.6 |
Revenue - Narratives (Details)
Revenue - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Contract revenue recognized | $ 116 | $ 127.8 |
Remaining performance obligation | $ 4,278.8 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Performance obligation period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Maximum | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | ||
Remaining performance obligation period (percentage) | 63% |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity Securities | |||
Equity method investments, beginning balance | $ 93,000 | $ 99,600 | |
New investments | 15,300 | 500 | |
Realized gain on equity method investment | 0 | 300 | $ 0 |
Reclassification due to acquisition of investee | (500) | ||
Equity in (loss) earnings | 2,700 | (500) | |
Foreign currency translation (loss) gain | 1,000 | (6,400) | |
Dividend received from equity method investment | (2,100) | ||
Equity method investments, ending balance | $ 109,900 | $ 93,000 | $ 99,600 |
Investments - Equity Method I_2
Investments - Equity Method Investment Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 17, 2023 | |
Debt and Equity Securities, FV-NI | |||||
Equity method investments | $ 109.9 | $ 93 | $ 99.6 | ||
Income (loss) from equity method investments | 2.7 | (0.5) | 0.3 | ||
Payments to acquire equity method investments | 15.3 | 0.5 | |||
Equity in (loss) earnings | 2.7 | (0.5) | |||
Howden Industries | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | $ 12 | ||||
Cryomotive GmbH | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | 4.7 | 4.9 | |||
Income (loss) from equity method investments | (0.5) | (1.7) | (0.6) | ||
HTEC | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | 82.3 | 80.8 | |||
Income (loss) from equity method investments | (0.2) | (0.4) | 0.2 | ||
Hudson Products | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | 4.7 | 4 | |||
Income (loss) from equity method investments | $ 0.9 | 1.1 | 0.5 | ||
Equity investments, ownership interest | 50% | ||||
Equity in (loss) earnings | $ 0.2 | ||||
Liberty LNG | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | 2.7 | 2.9 | |||
Income (loss) from equity method investments | $ 0.1 | 0.5 | $ 0.3 | ||
Equity investments, ownership interest | 25% | ||||
Equity in (loss) earnings | $ 0.4 | ||||
Hylium Industries, Inc. | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | 2.2 | ||||
Equity investments, ownership interest | 50% | ||||
Payments to acquire equity method investments | $ 2.3 | ||||
L &T Howden Private Ltd. | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | 11.7 | ||||
Income (loss) from equity method investments | 1.4 | ||||
Equity investments, ownership interest | 49.90% | ||||
Equity in (loss) earnings | 1.5 | ||||
Lien Hwa Lox Cryogenic Equipment Corporation | |||||
Debt and Equity Securities, FV-NI | |||||
Payments to acquire equity method investments | $ 0.4 | $ 0.4 |
Investments - Investments in Eq
Investments - Investments in Equity Securities (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Equity Securities | ||
Beginning balance | $ 96.5 | $ 77.8 |
New investments | 8.7 | 9.4 |
Decrease in fair value of investments in equity securities | (14.4) | 13.1 |
Foreign currency translation adjustments and other | 0.4 | (3.8) |
Ending balance | 91.2 | 96.5 |
Investment in Equity Securities Level 1 | ||
Equity Securities | ||
Beginning balance | 17.2 | 31.3 |
New investments | 0 | 0 |
Decrease in fair value of investments in equity securities | (12.7) | (11.8) |
Foreign currency translation adjustments and other | 0.3 | (2.3) |
Ending balance | 4.8 | 17.2 |
Investment in Equity Securities, Level 2 | ||
Equity Securities | ||
Beginning balance | 7.8 | 6.2 |
New investments | 0 | 0 |
Decrease in fair value of investments in equity securities | (1.7) | 1.6 |
Foreign currency translation adjustments and other | 0 | 0 |
Ending balance | 6.1 | 7.8 |
Investments in Equity Securities, All Others | ||
Equity Securities | ||
Beginning balance | 71.5 | 40.3 |
New investments | 8.7 | 9.4 |
Decrease in fair value of investments in equity securities | 0 | 23.3 |
Foreign currency translation adjustments and other | 0.1 | (1.5) |
Ending balance | $ 80.3 | $ 71.5 |
Investments - Investments in _2
Investments - Investments in Equity Securities Narrative (Details) € in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Apr. 05, 2021 USD ($) | Apr. 05, 2021 EUR (€) | |
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | $ 96.5 | $ 91.2 | $ 96.5 | $ 77.8 | |||
Decrease in fair value of investments in equity securities | (14.4) | 13.1 | |||||
Payments to acquire equity securities | 8.7 | 9.4 | |||||
McPhy | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 17.2 | 4.8 | 17.2 | ||||
Decrease in fair value of investments in equity securities | (12.7) | (11.8) | (19.7) | ||||
Stabilis Energy, Inc. | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 7.8 | 6.1 | 7.8 | ||||
Decrease in fair value of investments in equity securities | (1.7) | 1.6 | $ 2.2 | ||||
Transform Materials | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 25.1 | 25.1 | 25.1 | ||||
Svante Inc. | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 38.5 | ||||||
Hy24 | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 0.9 | 4.1 | 0.9 | $ 3.4 | € 3.2 | ||
Cemvita Factory Inc., Gold Hydrogen LLC | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 2 | 2 | 2 | ||||
Avina Clean Hydrogen Inc. | |||||||
Debt and Equity Securities, FV-NI | |||||||
Investments in equity securities | 10 | $ 10 | $ 10 | ||||
Payments to acquire equity securities | $ 5 | $ 5 |
Investments - Narratives (Detai
Investments - Narratives (Details) € in Millions | 12 Months Ended | |||||||
Dec. 15, 2021 | Apr. 05, 2021 EUR (€) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 07, 2021 USD ($) | Apr. 05, 2021 USD ($) member | Apr. 05, 2021 EUR (€) member | |
Debt and Equity Securities, FV-NI | ||||||||
Investments in equity securities | $ 91,200,000 | $ 96,500,000 | $ 77,800,000 | |||||
Capital Commitment Condition One | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Aggregate capital commitments (in percent) | 15% | |||||||
Investment, Type [Extensible Enumeration] | Common Stock | Common Stock | ||||||
Capital Commitment Condition Two | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Aggregate capital commitments (in percent) | 20% | |||||||
Hydrogen Fund | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Investment term (in years) | 12 years | |||||||
Hydrogen Fund | Maximum | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Aggregate capital commitments | € | € 1,800 | |||||||
Class A1 | Capital Commitment Condition One | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Investment interest rate | 7% | 7% | ||||||
Class A1 | Capital Commitment Condition Two | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Investment interest rate | 6.50% | 6.50% | ||||||
Class A1 | Capital Commitment Condition Three | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Investment interest rate | 0.50% | |||||||
Hy24 | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Investments in equity securities | 4,100,000 | $ 900,000 | $ 3,400,000 | € 3.2 | ||||
Unfunded commitments | $ 48,700,000 | € 44.1 | ||||||
Number of investors (member) | member | 15 | 15 | ||||||
Dividend received from equity method investment | $ 300,000 | |||||||
Corporate Joint Venture | HTEC | Common Stock | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Right of refusal compensation percentage (percent) | 102% | |||||||
Anniversary Period One | Corporate Joint Venture | HTEC | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Put option internal rate of return (percent) | 10% | |||||||
Anniversary Period One | Corporate Joint Venture | HTEC | Common Stock | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Invested capital multiple rate | 1.65 | |||||||
Anniversary Period One | Squared Capital | Corporate Joint Venture | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Shareholder distribution threshold | $ 900,000,000 | |||||||
Anniversary Period Two | Corporate Joint Venture | HTEC | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Put option internal rate of return (percent) | 12.50% | |||||||
Anniversary Period Two | Corporate Joint Venture | HTEC | Common Stock | ||||||||
Debt and Equity Securities, FV-NI | ||||||||
Percentage of shares callable upon exercise of call option (percent) | 20% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 274.8 | $ 218.9 |
Work in process | 155.4 | 57.8 |
Finished goods | 146.1 | 81.2 |
Total inventories, net | 576.3 | 357.9 |
Inventory valuation reserve | $ 9.9 | $ 8.2 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment | ||
Right-of-use assets | $ 90.4 | $ 46.9 |
Total property, plant and equipment, gross | 1,196.9 | 757.8 |
Less: accumulated depreciation | (359.3) | (327.8) |
Property, plant and equipment, net | 837.6 | 430 |
Land and buildings | ||
Property, Plant and Equipment | ||
Total property, plant and equipment, gross | $ 526.9 | 353.5 |
Land and buildings | Minimum | ||
Property, Plant and Equipment | ||
Property plant and equipment, useful life | 20 years | |
Land and buildings | Maximum | ||
Property, Plant and Equipment | ||
Property plant and equipment, useful life | 35 years | |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Total property, plant and equipment, gross | $ 361.6 | 247.8 |
Machinery and equipment | Minimum | ||
Property, Plant and Equipment | ||
Property plant and equipment, useful life | 3 years | |
Machinery and equipment | Maximum | ||
Property, Plant and Equipment | ||
Property plant and equipment, useful life | 12 years | |
Computer equipment, furniture and fixtures | ||
Property, Plant and Equipment | ||
Total property, plant and equipment, gross | $ 75.1 | 43.1 |
Computer equipment, furniture and fixtures | Minimum | ||
Property, Plant and Equipment | ||
Property plant and equipment, useful life | 3 years | |
Computer equipment, furniture and fixtures | Maximum | ||
Property, Plant and Equipment | ||
Property plant and equipment, useful life | 7 years | |
Construction in process | ||
Property, Plant and Equipment | ||
Total property, plant and equipment, gross | $ 142.9 | $ 66.5 |
Property, Plant and Equipment -
Property, Plant and Equipment - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 67.7 | $ 40.5 | $ 41.7 |
Capital expenditures | $ 28.4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill | ||
Beginning balance, goodwill | $ 992 | $ 994.6 |
Foreign currency translation adjustments and other | 4.2 | (8.9) |
Goodwill acquired during the year | 2,085.3 | 18.5 |
Divestitures | (175.1) | |
Purchase price adjustments | 0.4 | (12.2) |
Ending balance, goodwill | 2,906.8 | 992 |
Goodwill Impaired | ||
Beginning Balance, accumulated goodwill impairment loss | 129 | 129 |
Ending Balance, accumulated goodwill impairment loss | 129 | 129 |
Corporate | ||
Goodwill | ||
Beginning balance, goodwill | 0 | 0 |
Foreign currency translation adjustments and other | 0 | |
Goodwill acquired during the year | 0 | |
Purchase price adjustments | 0 | |
Ending balance, goodwill | 0 | |
Goodwill Impaired | ||
Beginning Balance, accumulated goodwill impairment loss | 0 | 0 |
Ending Balance, accumulated goodwill impairment loss | 0 | |
Cryo Tank Solutions | Operating Segments | ||
Goodwill | ||
Beginning balance, goodwill | 79.1 | 84.9 |
Foreign currency translation adjustments and other | 3.3 | (5.8) |
Goodwill acquired during the year | 204.2 | 0 |
Divestitures | (67.3) | |
Purchase price adjustments | 0 | 0 |
Ending balance, goodwill | 219.3 | 79.1 |
Goodwill Impaired | ||
Beginning Balance, accumulated goodwill impairment loss | 23.5 | 23.5 |
Ending Balance, accumulated goodwill impairment loss | 23.5 | 23.5 |
Heat Transfer Systems | Operating Segments | ||
Goodwill | ||
Beginning balance, goodwill | 430.5 | 433.6 |
Foreign currency translation adjustments and other | 0.8 | (3.1) |
Goodwill acquired during the year | 59.1 | 0 |
Divestitures | (10) | |
Purchase price adjustments | 0 | 0 |
Ending balance, goodwill | 480.4 | 430.5 |
Goodwill Impaired | ||
Beginning Balance, accumulated goodwill impairment loss | 49.3 | 49.3 |
Ending Balance, accumulated goodwill impairment loss | 49.3 | 49.3 |
Specialty Products | Operating Segments | ||
Goodwill | ||
Beginning balance, goodwill | 304 | 300.9 |
Foreign currency translation adjustments and other | 0 | (0.3) |
Goodwill acquired during the year | 304.4 | 15.4 |
Divestitures | (40.6) | |
Purchase price adjustments | 0.1 | (12) |
Ending balance, goodwill | 567.9 | 304 |
Goodwill Impaired | ||
Beginning Balance, accumulated goodwill impairment loss | 35.8 | 35.8 |
Ending Balance, accumulated goodwill impairment loss | 35.8 | 35.8 |
Specialty Products | Fronti Fabrications Inc | ||
Goodwill | ||
Goodwill acquired during the year | 14.3 | |
Repair, Service & Leasing | Operating Segments | ||
Goodwill | ||
Beginning balance, goodwill | 178.4 | 175.2 |
Foreign currency translation adjustments and other | 0.1 | 0.3 |
Goodwill acquired during the year | 1,517.6 | 3.1 |
Divestitures | (57.2) | |
Purchase price adjustments | 0.3 | (0.2) |
Ending balance, goodwill | 1,639.2 | 178.4 |
Goodwill Impaired | ||
Beginning Balance, accumulated goodwill impairment loss | 20.4 | 20.4 |
Ending Balance, accumulated goodwill impairment loss | $ 20.4 | 20.4 |
Repair, Service & Leasing | AdEdge | ||
Goodwill | ||
Goodwill acquired during the year | 1.1 | |
Repair, Service & Leasing | CSC Cryogenic Service Center AB | ||
Goodwill | ||
Goodwill acquired during the year | $ 3.1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 2,485.2 | $ 533.7 |
Accumulated Amortization | (303.4) | (154.8) |
Total intangible assets | $ 3,095.3 | 690.1 |
Minimum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 2 years | |
Maximum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 15 years | |
Trademarks and trade names | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Trademarks and trade names | $ 610.1 | 156.4 |
Accumulated impairment of indefinite lived assets | 16 | 16 |
Customer relationships | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | 1,836.4 | 311.5 |
Accumulated Amortization | $ (185.2) | (104.6) |
Customer relationships | Minimum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 4 years | |
Customer relationships | Maximum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 18 years | |
Technology | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 496.7 | 202.5 |
Accumulated Amortization | $ (78.8) | (44.8) |
Technology | Minimum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 5 years | |
Technology | Maximum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 18 years | |
Patents, backlog and other | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 138.6 | 6.8 |
Accumulated Amortization | $ (35.6) | (2) |
Patents, backlog and other | Minimum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 2 years | |
Patents, backlog and other | Maximum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 10 years | |
Trademarks and trade names | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 3.3 | 2.5 |
Accumulated Amortization | $ (1.9) | (1.7) |
Trademarks and trade names | Minimum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 5 years | |
Trademarks and trade names | Maximum | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 23 years | |
Land use rights | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Finite lived intangible asset useful life (in years) | 50 years | |
Gross Carrying Amount | $ 10.2 | 10.4 |
Accumulated Amortization | $ (1.9) | $ (1.7) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-lived and Indefinite-lived Intangible Assets | |||
Intangible assets amortization expense | $ 163.4 | $ 41.4 | $ 38.9 |
Government grants | $ 0.3 | ||
Minimum | |||
Finite-lived and Indefinite-lived Intangible Assets | |||
Finite lived intangible asset useful life (in years) | 2 years | ||
Minimum | Government Grants | |||
Finite-lived and Indefinite-lived Intangible Assets | |||
Finite lived intangible asset useful life (in years) | 10 years | ||
Maximum | |||
Finite-lived and Indefinite-lived Intangible Assets | |||
Government grants | $ 5 | ||
Finite lived intangible asset useful life (in years) | 15 years | ||
Maximum | Government Grants | |||
Finite-lived and Indefinite-lived Intangible Assets | |||
Finite lived intangible asset useful life (in years) | 50 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Millions | Dec. 31, 2023 USD ($) |
For the Year Ending December 31, | |
2024 | $ 190.8 |
2025 | 189.7 |
2026 | 154.5 |
2027 | 143.1 |
2028 | $ 139.1 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Government Grants (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross carrying amount | $ 2,485.2 | $ 533.7 |
Government Grants | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross carrying amount | 6.2 | 6.6 |
Government Grants | Current | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross carrying amount | 0.5 | 0.5 |
Government Grants | Long-term | ||
Finite-lived and Indefinite-lived Intangible Assets | ||
Gross carrying amount | $ 5.7 | $ 6.1 |
Debt and Credit Arrangements -
Debt and Credit Arrangements - Summary of Outstanding Borrowings (Details) € in Millions | 12 Months Ended | ||||||||||
Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 EUR (€) | Oct. 02, 2023 USD ($) | Mar. 17, 2023 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 22, 2022 USD ($) | Nov. 21, 2022 USD ($) | Nov. 06, 2017 USD ($) | |
Debt Instrument | |||||||||||
Unamortized discount | $ (26,900,000) | $ (29,900,000) | |||||||||
Unamortized debt issuance costs | (32,900,000) | (4,800,000) | |||||||||
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | 3,963,900,000 | ||||||||||
Total debt, net of unamortized debt issuance costs | 3,834,900,000 | 2,296,700,000 | |||||||||
Less: current maturities | 258,500,000 | 256,900,000 | |||||||||
Long-term debt | 3,576,400,000 | 2,039,800,000 | |||||||||
Borrowings on credit facilities | 1,895,100,000 | 635,300,000 | $ 1,361,100,000 | ||||||||
Gain (loss), foreign currency transaction, before tax | (4,100,000) | (800,000) | $ 900,000 | ||||||||
Senior Secured And Unsecured Notes | |||||||||||
Debt Instrument | |||||||||||
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | 1,910,200,000 | 1,935,300,000 | |||||||||
Senior secured notes due 2030 | Secured Debt | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 1,460,000,000 | 1,460,000,000 | $ 1,460,000,000 | ||||||||
Debt instrument stated interest rate (percent) | 7.50% | 7.50% | 7.50% | ||||||||
Senior unsecured notes due 2031 | Unsecured Debt | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 510,000,000 | 510,000,000 | $ 510,000,000 | ||||||||
Debt instrument stated interest rate (percent) | 9.50% | 9.50% | 9.50% | ||||||||
Convertible notes due November 2024 | Convertible Debt | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 258,700,000 | 258,800,000 | $ 258,800,000 | ||||||||
Unamortized debt issuance costs | (900,000) | (1,900,000) | |||||||||
Convertible notes due November 2024, net of unamortized debt issuance costs | $ 257,800,000 | $ 256,900,000 | |||||||||
Debt instrument stated interest rate (percent) | 1% | 1.50% | 1% | 1.50% | 1% | ||||||
Debt Assumed In Howden Acquisition | |||||||||||
Debt Instrument | |||||||||||
Less: current maturities | $ 1,400,000 | $ 0 | |||||||||
Other Debt Facilities | |||||||||||
Debt Instrument | |||||||||||
Less: current maturities | 600,000 | ||||||||||
Revolving Credit Facility | |||||||||||
Debt Instrument | |||||||||||
Unamortized discount | (35,800,000) | 0 | |||||||||
Unamortized debt issuance costs | (32,500,000) | 0 | |||||||||
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | 1,665,500,000 | 104,500,000 | |||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility due October 2026 | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 1,534,800,000 | ||||||||||
Unamortized debt issuance costs | $ (6,400,000) | $ (8,400,000) | |||||||||
Debt instrument stated interest rate (percent) | 6.20% | 3.40% | 6.20% | 3.40% | |||||||
Letter of credit outstanding | $ 272,000,000 | ||||||||||
Line of credit remaining borrowing amount | 625,200,000 | ||||||||||
Revolving Credit Facility | Euro Demoninated Senior Secured Revolving Credit Facility 2024 Credit Facilities | |||||||||||
Debt Instrument | |||||||||||
Long term debt | 97,800,000 | $ 104,500,000 | € 88.5 | € 98 | |||||||
Gain (loss), foreign currency transaction, before tax | 3,200,000 | (3,700,000) | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | 1,631,000,000 | ||||||||||
Unamortized discount | (35,800,000) | $ (38,900,000) | |||||||||
Unamortized debt issuance costs | (32,500,000) | $ (37,200,000) | |||||||||
Total debt, net of unamortized debt issuance costs | $ 1,781,000,000 | ||||||||||
Revolving Credit Facility | Term Loan Due 2030 | Term Loan | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 1,631,000,000 | 0 | |||||||||
Debt instrument stated interest rate (percent) | 8.70% | 8.70% | |||||||||
Borrowings on credit facilities | $ 250,000,000 | ||||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facilities Due October 2026 | Secured Debt | |||||||||||
Debt Instrument | |||||||||||
Debt instrument, face amount | $ 102,800,000 | $ 104,500,000 |
Debt and Credit Arrangements _2
Debt and Credit Arrangements - Scheduled Annual Maturities (Details) $ in Millions | Dec. 31, 2023 USD ($) |
For the Year Ended December 31, | |
2024 | $ 259.4 |
2025 | 0 |
2026 | 102.8 |
2027 | 0 |
2028 | 0 |
Thereafter | 3,601.7 |
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | $ 3,963.9 |
Debt and Credit Arrangements _3
Debt and Credit Arrangements - Senior Secured and Unsecured Notes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 22, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument | ||||
Interest paid | $ 219,800,000 | $ 25,700,000 | $ 11,700,000 | |
Unamortized discount | 26,900,000 | 29,900,000 | ||
Debt issuance cost | 26,100,000 | 0 | 0 | |
Financing costs amortization | 17,200,000 | 2,900,000 | $ 8,300,000 | |
Debt, Long-term and Short-term, Combined Amount | 3,834,900,000 | 2,296,700,000 | ||
Secured and Unsecured Debt | ||||
Debt Instrument | ||||
Redemption price, percentage of principal amount redeemed (percent) | 40% | |||
Redemption price (percent) | 101% | |||
Unamortized discount | $ 30,000,000 | |||
Unamortized debt issuance cost | 36,800,000 | |||
Debt issuance cost incurred | 32,000,000 | 4,800,000 | ||
Financing costs amortization | 3,800,000 | |||
Senior secured notes due 2030 | Secured Debt | ||||
Debt Instrument | ||||
Debt instrument, face amount | $ 1,460,000,000 | $ 1,460,000,000 | 1,460,000,000 | |
Debt instrument stated interest rate (percent) | 7.50% | 7.50% | ||
Issue price (percent) | 98.661% | |||
Senior unsecured notes due 2031 | Unsecured Debt | ||||
Debt Instrument | ||||
Debt instrument, face amount | $ 510,000,000 | $ 510,000,000 | $ 510,000,000 | |
Debt instrument stated interest rate (percent) | 9.50% | 9.50% | ||
Issue price (percent) | 97.949% |
Debt and Credit Arrangements _4
Debt and Credit Arrangements - Senior Secured and Unsecured Notes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | |
Debt Instrument | |||
Interest expense, debt | $ 299 | ||
Secured and Unsecured Debt | |||
Debt Instrument | |||
Amortization of Debt Discount (Premium) | 3 | $ 0.1 | |
Interest expense, debt | $ 161.3 | 4.4 | |
Secured Debt | Senior secured notes due 2030 | |||
Debt Instrument | |||
Debt instrument stated interest rate (percent) | 7.50% | 7.50% | |
Interest expense, debt | $ 109.7 | 3 | |
Unsecured Debt | Senior unsecured notes due 2031 | |||
Debt Instrument | |||
Debt instrument stated interest rate (percent) | 9.50% | 9.50% | |
Interest expense, debt | $ 48.6 | $ 1.3 |
Debt and Credit Arrangements _5
Debt and Credit Arrangements - Senior Secured Revolving Credit Facility and Term (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 04, 2023 | Oct. 02, 2023 | Jun. 30, 2023 | Oct. 18, 2021 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 17, 2023 | Nov. 21, 2022 | |
Debt Instrument | ||||||||||
Unamortized debt issuance costs | $ 32,900,000 | $ 4,800,000 | ||||||||
Borrowings on credit facilities | 1,895,100,000 | 635,300,000 | $ 1,361,100,000 | |||||||
Repayments on credit facilities | 1,901,200,000 | 1,128,200,000 | 873,600,000 | |||||||
Unamortized discount | 26,900,000 | 29,900,000 | ||||||||
Loss on extinguishment of debt | 7,800,000 | 0 | 0 | |||||||
Financing costs amortization | 17,200,000 | 2,900,000 | 8,300,000 | |||||||
Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Potential increase to applicable margin (percent) | 0.05% | |||||||||
Potential decrease to applicable margin (percent) | 0.05% | |||||||||
Potential increase to sustainability fee (percent) | 0.01% | |||||||||
Potential decrease to sustainability fee (percent) | 0.01% | |||||||||
Unamortized debt issuance costs | 32,500,000 | 0 | ||||||||
Unamortized discount | 35,800,000 | 0 | ||||||||
Financing costs amortization | 5,900,000 | 1,900,000 | 7,400,000 | |||||||
Revolving Credit Facility | Minimum | ||||||||||
Debt Instrument | ||||||||||
Incremental commitment amount | $ 10,000,000 | |||||||||
Incremental commitment amount, per lender | 1,000,000 | |||||||||
Revolving Credit Facility | Base Rate | ||||||||||
Debt Instrument | ||||||||||
Decrease in interest rate margin | 0.50% | |||||||||
Revolving Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 0.25% | |||||||||
Revolving Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 1.25% | |||||||||
Revolving Credit Facility | SOFR | Minimum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 1.25% | |||||||||
Commitment fee (percent) | 0.20% | |||||||||
Revolving Credit Facility | SOFR | Maximum | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 2.25% | |||||||||
Commitment fee (percent) | 0.35% | |||||||||
Revolving Credit Facility | Applicable Margin Rate | Interest Rate Option One | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 3.25% | 3.75% | ||||||||
Revolving Credit Facility | Applicable Margin Rate | Interest Rate Option Two | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 2.25% | 2.75% | ||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility 2024 | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||||||
Financing costs amortization | $ 0 | 0 | 300,000 | |||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility 2024 | Scenario, Adjustment | ||||||||||
Debt Instrument | ||||||||||
Unamortized debt issuance costs | 7,100,000 | |||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility due October 2026 | ||||||||||
Debt Instrument | ||||||||||
Maximum percentage of capital stock guaranteed by company | 65% | |||||||||
Unamortized debt issuance costs | $ 6,400,000 | 8,400,000 | ||||||||
Debt issuance costs | $ 400,000 | 1,500,000 | ||||||||
Debt issuance cost, amortization term (term) | 5 years | |||||||||
Debt instrument, face amount | $ 1,534,800,000 | |||||||||
Financing costs amortization | 2,300,000 | 1,900,000 | 400,000 | |||||||
Revolving Credit Facility | Term Loan 2024 Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Financing costs amortization | 0 | 0 | $ 2,900,000 | |||||||
Revolving Credit Facility | Term Loan Due 2030 | ||||||||||
Debt Instrument | ||||||||||
Unamortized debt issuance costs | 32,500,000 | 37,200,000 | ||||||||
Debt instrument, face amount | 1,631,000,000 | |||||||||
Repayments on credit facilities | $ 150,000,000 | |||||||||
Unamortized discount | 35,800,000 | 38,900,000 | ||||||||
Loss on extinguishment of debt | 7,800,000 | |||||||||
Financing costs amortization | 300,000 | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Interest Rate Option One | ||||||||||
Debt Instrument | ||||||||||
Percentage of principal amount redeemed | 0.50% | |||||||||
Debt instrument, credit spread adjustment | 0.10% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Interest Rate Option Two | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 1.50% | |||||||||
Percentage of principal amount redeemed | 0.25% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Debt instrument, face amount | $ 1,631,000,000 | $ 0 | ||||||||
Borrowings on credit facilities | $ 250,000,000 | |||||||||
Percentage of excess cash flow to repay term loans | 50% | |||||||||
Percentage of net cash proceeds to repay term loans | 100% | |||||||||
Accretion expense | $ 3,500,000 | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | SOFR | Interest Rate Option One | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 0.10% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Applicable Margin Rate | Interest Rate Option One | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 3.25% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Applicable Margin Rate | Interest Rate Option Two | ||||||||||
Debt Instrument | ||||||||||
Debt instrument variable rate (percent) | 2.25% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Adjusted Term SOFR | ||||||||||
Debt Instrument | ||||||||||
Adjusted interest rate trigger | 0.50% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | Adjusted Term SOFR | Interest Rate Option Two | ||||||||||
Debt Instrument | ||||||||||
Adjusted interest rate trigger | 1% | |||||||||
Revolving Credit Facility | Term Loan Due 2030 | NYFRB Rate | ||||||||||
Debt Instrument | ||||||||||
Adjusted interest rate trigger | 0.50% | |||||||||
Revolving Credit Facility Sub-limit - Letters of Credit | Senior Secured Revolving Credit Facility due October 2026 | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | 350,000,000 | $ 150,000,000 | ||||||||
Revolving Credit Facility Sub-limit - Discretionary Letters of Credit | Senior Secured Revolving Credit Facility due October 2026 | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | 200,000,000 | |||||||||
Revolving Credit Facility Sub-limit - Swingline | Senior Secured Revolving Credit Facility due October 2026 | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | $ 100,000,000 |
Debt and Credit Arrangements _6
Debt and Credit Arrangements - Interest Expense and Financing Cost Amortization (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Line of Credit Facility | |||
Interest expense, debt | $ 299 | ||
Financing costs amortization | 17.2 | $ 2.9 | $ 8.3 |
Revolving Credit Facility | |||
Line of Credit Facility | |||
Interest expense, debt | 147.2 | 23.4 | 9 |
Financing costs amortization | 5.9 | 1.9 | 7.4 |
Revolving Credit Facility | Senior Secured Revolving Credit Facilities due 2026 | |||
Line of Credit Facility | |||
Interest expense, debt | 27.7 | 23.4 | 2.5 |
Financing costs amortization | 2.3 | 1.9 | 0.4 |
Revolving Credit Facility | Term Long due June 2024 | |||
Line of Credit Facility | |||
Interest expense, debt | 0 | 0 | 1.8 |
Financing costs amortization | 0 | 0 | 2.9 |
Revolving Credit Facility | Term Loan 2030 Credit Facility | |||
Line of Credit Facility | |||
Interest expense, debt | 119.5 | 0 | 0 |
Financing costs amortization | 3.6 | 0 | 0 |
Revolving Credit Facility | Senior Secured Revolving Credit Facility And Term Loan 2024 Credit Facility | |||
Line of Credit Facility | |||
Financing costs amortization | 0 | 0 | 3.8 |
Revolving Credit Facility | Senior Secured Revolving Credit Facilities due 2024 | |||
Line of Credit Facility | |||
Interest expense, debt | 0 | 0 | 4.7 |
Revolving Credit Facility | Senior Secured Revolving Credit Facility 2024 | |||
Line of Credit Facility | |||
Financing costs amortization | $ 0 | $ 0 | $ 0.3 |
Debt and Credit Arrangements _7
Debt and Credit Arrangements - 2024 Convertible Notes (Details) - Convertible Debt - Convertible notes due November 2024 $ / shares in Units, shares in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 USD ($) | Dec. 31, 2023 USD ($) day $ / shares | Dec. 31, 2022 USD ($) | Nov. 06, 2017 USD ($) | Oct. 31, 2017 $ / shares shares | |
Debt Instrument | |||||
Debt instrument stated interest rate (percent) | 1% | 1.50% | 1% | ||
Debt instrument, face amount | $ 258,700,000 | $ 258,800,000 | $ 258,800,000 | ||
Share conversion rate | 0.0170285 | ||||
Debt instrument, conversion price (usd per share) | $ / shares | $ 58.725 | $ 58.725 | |||
Debt instrument, conversion premium | 35% | ||||
Share price (usd per share) | $ / shares | $ 136.33 | $ 43.50 | |||
Value of securities above principal amount of debt if converted | $ 341,900,000 | ||||
Debt instrument, threshold for trading days | day | 20 | ||||
Debt instrument, threshold for consecutive trading days | day | 30 | ||||
Applicable conversion price threshold (as percentage) | 130% | ||||
Maximum days after five trading days | 5 days | ||||
Applicable conversion price, less than (as percentage) | 97% | ||||
Trigger price (usd per share) | $ / shares | $ 76.3425 | ||||
Non cash payment for derivative instrument | $ 59,500,000 | ||||
Number of shares underlying warrant (shares) | shares | 4,410 | ||||
Proceeds from issuance of warrants | $ 46,000,000 | ||||
Percentage above previous sales price | 65% | ||||
Net cost of convertible note hedge and warrant | $ 13,500,000 | ||||
Maximum | |||||
Debt Instrument | |||||
Debt instrument, conversion price (usd per share) | $ / shares | $ 71.775 | $ 71.775 |
Debt and Credit Arrangements _8
Debt and Credit Arrangements - Notes Interest Accretion Schedule (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 06, 2017 | |
Debt Instrument | ||||
2024 Notes, 1.0% contractual interest coupon, 1.5% for 2022 | $ 271.9 | $ 28.8 | $ 10.7 | |
2024 Notes, financing costs amortization | 17.2 | 2.9 | 8.3 | |
Convertible Debt | Convertible notes due November 2024 | ||||
Debt Instrument | ||||
2024 Notes, 1.0% contractual interest coupon, 1.5% for 2022 | 2.4 | 4 | 2.6 | |
2024 Notes, financing costs amortization | $ 1 | $ 0.9 | $ 0.9 | |
Debt instrument stated interest rate (percent) | 1% | 1.50% | 1% |
Debt and Credit Arrangements _9
Debt and Credit Arrangements - Committed Bridge Loan Facility (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Nov. 08, 2022 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument | |||||
Bridge loan facility fees | $ 26.1 | $ 0 | $ 0 | ||
Payments of debt issuance costs | $ 136.2 | 4.7 | $ 3 | ||
Commitment Parties | Bridge Loan | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 3,375 | ||||
Debt instrument, term | 364 days | ||||
Bridge loan facility fees | $ 26.1 | 29.5 | |||
Payments of debt issuance costs | $ 55.6 |
Debt and Credit Arrangements_10
Debt and Credit Arrangements - Interest Expense, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument | |||
Interest expense, debt | $ 299 | ||
Revolving Credit Facility | |||
Debt Instrument | |||
Interest expense, debt | 147.2 | $ 23.4 | $ 9 |
Senior Secured And Unsecured Notes | |||
Debt Instrument | |||
Interest income | 21.5 | ||
Senior secured notes due 2030 | Secured Debt | |||
Debt Instrument | |||
Interest expense, debt | 109.7 | 3 | |
Senior unsecured notes due 2031 | Unsecured Debt | |||
Debt Instrument | |||
Interest expense, debt | 48.6 | 1.3 | |
Senior Secured Revolving Credit Facility due October 2026 | Revolving Credit Facility | |||
Debt Instrument | |||
Interest expense, debt | $ 27.7 | $ 23.4 | $ 2.5 |
Debt and Credit Arrangements_11
Debt and Credit Arrangements - Foreign Facilities (Details) - Foreign Facilities - Revolving Credit Facility - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument | ||
Line of credit remaining borrowing amount | $ 87.6 | |
Letter of credit outstanding | $ 134.3 | $ 45.7 |
Debt and Credit Arrangements_12
Debt and Credit Arrangements - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | |||
Restricted cash | $ 12.8 | $ 1,941.7 | $ 0.2 |
Debt and Credit Arrangements_13
Debt and Credit Arrangements - Fair Value Disclosure (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Convertible notes due November 2024 | Convertible Debt | ||
Debt Instrument | ||
Debt instrument percentage over par value | 234% | 201% |
Senior secured notes due 2030 | Secured Debt | ||
Debt Instrument | ||
Debt instrument percentage over par value | 105% | 101% |
Senior unsecured notes due 2031 | Unsecured Debt | ||
Debt Instrument | ||
Debt instrument percentage over par value | 109% | 103% |
Term loans due March 2030 | ||
Debt Instrument | ||
Debt instrument percentage over par value | 100% | 0% |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) | 12 Months Ended | |||||
Jan. 10, 2023 USD ($) $ / shares shares | Dec. 23, 2022 $ / shares shares | Dec. 13, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Class of Stock | ||||||
Liquidation preference | $ 1,000 | $ 1,000 | ||||
Preferred stock,par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
Less: Mandatory convertible preferred stock dividend requirement | $ 27,300,000 | $ 1,400,000 | $ 0 | |||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | $ 0.01 | ||||
2022 Equity Offering | Common Stock | ||||||
Class of Stock | ||||||
Number of shares issued (shares) | shares | 5,924,000 | |||||
Consideration received on transaction | $ 700,000,000 | |||||
Equity issuance cost | $ 24,900,000 | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||
Partial Greenshoe | Common Stock | ||||||
Class of Stock | ||||||
Number of shares issued (shares) | shares | 110,000 | |||||
Consideration received on transaction | $ 12,100,000 | |||||
Equity issuance cost | $ 400,000 | |||||
Common stock, par value (usd per share) | $ / shares | $ 0.01 | |||||
Convertible Preferred Stock | ||||||
Class of Stock | ||||||
Preferred stock, convertible, conversion price (usd per share) | shares | 20 | |||||
Convertible Preferred Stock | Minimum | Range Two | ||||||
Class of Stock | ||||||
Mandatory conversion of preferred stock (shares) | shares | 7.0520 | |||||
Daily depository conversion rate (usd per share) | $ / shares | $ 0.3526 | |||||
Convertible Preferred Stock | Maximum | Range Two | ||||||
Class of Stock | ||||||
Mandatory conversion of preferred stock (shares) | shares | 8.4620 | |||||
Daily depository conversion rate (usd per share) | $ / shares | $ 0.4231 | |||||
Convertible Preferred Stock | Public Offering | ||||||
Class of Stock | ||||||
Number of shares issued (shares) | shares | 8,050,000 | |||||
Per unit interest in shares issued | 0.05 | |||||
Dividend rate | 6.75% | |||||
Preferred stock,par value (usd per share) | $ / shares | $ 0.01 | |||||
Consideration received on transaction | $ 402,500,000 | |||||
Equity issuance cost | $ 14,400,000 | |||||
Convertible Preferred Stock | Public Offering | Range Two | ||||||
Class of Stock | ||||||
Liquidation preference | $ 1,000 | |||||
Convertible Preferred Stock | Public Offering | Underwriters | ||||||
Class of Stock | ||||||
Number of shares issued (shares) | shares | 1,050,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Mandatory Convertible Preferred Stock (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 23, 2022 |
Class of Stock | |||
Liquidation preference | $ 1,000 | $ 1,000 | |
Common Stock | Range Two | |||
Class of Stock | |||
Depository shares, liquidation preference (usd per share) | $ 50 | ||
Minimum | Convertible Preferred Stock | Range One | |||
Class of Stock | |||
Threshold conversion of convertible shares (shares) | 141.8037 | ||
Mandatory conversion of preferred stock (shares) | 7.0520 | ||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||
Minimum | Convertible Preferred Stock | Range Two | |||
Class of Stock | |||
Threshold conversion of convertible shares (shares) | $ 118.1754 | ||
Mandatory conversion of preferred stock (shares) | 7.0520 | ||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||
Minimum | Convertible Preferred Stock | Common Stock | Range Two | |||
Class of Stock | |||
Threshold conversion of convertible shares (shares) | 118.1754 | ||
Maximum | Convertible Preferred Stock | Range Two | |||
Class of Stock | |||
Threshold conversion of convertible shares (shares) | 141.8037 | ||
Mandatory conversion of preferred stock (shares) | 8.4620 | ||
Daily depository conversion rate (usd per share) | 0.4231 | ||
Maximum | Convertible Preferred Stock | Range Three | |||
Class of Stock | |||
Threshold conversion of convertible shares (shares) | $ 118.1754 | ||
Mandatory conversion of preferred stock (shares) | 8.4620 | ||
Daily depository conversion rate (usd per share) | $ 0.4231 | ||
Maximum | Convertible Preferred Stock | Common Stock | Range Two | |||
Class of Stock | |||
Threshold conversion of convertible shares (shares) | $ 141.8037 |
Financial Instruments and Der_3
Financial Instruments and Derivative Financial Instruments - Concentration of Credit Risks (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | |||
Financial Instruments and Derivative Financial Instruments | |||
Derivative, notional amount | $ 393.5 | ||
Geographic Concentration Risk | Sales | Foreign | |||
Financial Instruments and Derivative Financial Instruments | |||
Concentration risk (percent) | 59% | 42% | 56% |
Customer Concentration Risk | Sales | Ten Largest Customers | |||
Financial Instruments and Derivative Financial Instruments | |||
Concentration risk (percent) | 25% | 38% | 39% |
Financial Instruments and Der_4
Financial Instruments and Derivative Financial Instruments - Fair Value of Assets and Liabilities of Derivatives (Details) - Foreign Exchange Contract - Net Investment Hedging - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Financial Instruments and Derivative Financial Instruments | ||
Derivative assets, fair value | $ 1.9 | $ 0 |
Derivative liabilities , fair value | 8.7 | 2.7 |
Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative assets, fair value | 0 | 0 |
Derivative liabilities , fair value | 6 | 2.7 |
Not Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative assets, fair value | 1.9 | 0 |
Derivative liabilities , fair value | 2.7 | 0 |
Other assets | Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative assets, fair value | 0 | 0 |
Other assets | Not Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative assets, fair value | 0.1 | 0 |
Other long-term liabilities | Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative liabilities , fair value | 6 | 2.7 |
Other long-term liabilities | Not Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative liabilities , fair value | 0 | 0 |
Current | Not Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative assets, fair value | 1.8 | 0 |
Other current liabilities | Not Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Derivative liabilities , fair value | $ 2.7 | $ 0 |
Financial Instruments and Der_5
Financial Instruments and Derivative Financial Instruments - Schedule of Other Accumulated Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Foreign Exchange Contract | Designated as Hedging Instrument | ||
Financial Instruments and Derivative Financial Instruments | ||
Foreign exchange contracts | $ 2.6 | $ 5.2 |
Financial Instruments and Der_6
Financial Instruments and Derivative Financial Instruments - Schedule of Income (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Foreign Exchange Contract | Foreign currency loss | ||
Financial Instruments and Derivative Financial Instruments | ||
Amount of loss recognized in income | $ (3.3) | $ 0 |
Financial Instruments and Der_7
Financial Instruments and Derivative Financial Instruments - Fair Value Disclosures about Debt (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Foreign Exchange Contract | Net Investment Hedging | ||
Financial Instruments and Derivative Financial Instruments | ||
Foreign exchange contracts | $ 1.6 | $ 1.3 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual | |||
Beginning balance | $ 4.1 | $ 10.5 | $ 11.9 |
Acquired warranty reserve | 35.7 | 0 | 0 |
Accrued warranty expense | 2.6 | 1.5 | 5 |
Warranty usage | (11.2) | (7.9) | (6.4) |
Foreign exchange translation effect | 0.6 | 0 | 0 |
Ending balance | $ 31.8 | $ 4.1 | $ 10.5 |
Business Combinations - Narrati
Business Combinations - Narratives (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 17, 2023 | May 31, 2022 | May 16, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 30, 2021 | Dec. 23, 2020 | Nov. 03, 2020 | |
Business Acquisition | |||||||||||
Transaction related costs | $ 26,100 | $ 37,000 | $ 0 | ||||||||
Acquisition of businesses, net of cash acquired | 4,322,300 | 25,800 | $ 205,100 | ||||||||
Contingent consideration | $ 17,300 | 7,100 | 17,300 | ||||||||
Howden Industries | |||||||||||
Business Acquisition | |||||||||||
Total consideration | $ 4,387,400 | ||||||||||
Net sales | 1,537,900 | ||||||||||
Operating income | 188,500 | ||||||||||
Transaction related costs | $ 25,400 | 4,900 | |||||||||
Pension assets | 38,700 | ||||||||||
Pension liabilities | 41,100 | ||||||||||
Pension assets and pension liabilities, net | 2,400 | ||||||||||
Cash consideration to seller | 2,788,300 | ||||||||||
Identifiable intangible assets | 2,434,500 | ||||||||||
Other assets | $ 117,800 | ||||||||||
Contingent consideration | $ 1,200 | ||||||||||
Earn out provision | $ 1,700 | ||||||||||
Fronti Fabrications Inc | |||||||||||
Business Acquisition | |||||||||||
Voting percentage acquired | 100% | ||||||||||
Cash consideration to seller | $ 20,600 | ||||||||||
Acquisition of businesses, net of cash acquired | 20,400 | ||||||||||
Cash acquired from acquisition | 200 | ||||||||||
Net assets acquired | 14,400 | ||||||||||
Identifiable intangible assets | 5,300 | ||||||||||
Other assets | 900 | ||||||||||
Fronti Fabrications Inc | Previously Reported | |||||||||||
Business Acquisition | |||||||||||
Net assets acquired | 14,300 | ||||||||||
Identifiable intangible assets | 5,300 | ||||||||||
Other assets | $ 1,000 | ||||||||||
CSC Cryogenic Service Center AB | |||||||||||
Business Acquisition | |||||||||||
Voting percentage acquired | 100% | ||||||||||
Cash consideration to seller | $ 3,800 | ||||||||||
SES | |||||||||||
Business Acquisition | |||||||||||
Contingent consideration | 16,300 | 7,100 | 16,300 | $ 16,900 | |||||||
SES | Maximum | |||||||||||
Business Acquisition | |||||||||||
Contingent consideration | 12,500 | ||||||||||
SES | Minimum | |||||||||||
Business Acquisition | |||||||||||
Contingent consideration | 0 | ||||||||||
BIG | |||||||||||
Business Acquisition | |||||||||||
Contingent consideration | $ 1,000 | $ 0 | $ 1,000 | $ 3,200 | |||||||
Earthly Labs Inc. | |||||||||||
Business Acquisition | |||||||||||
Contingent percent (percent) | 4% |
Business Combinations - Conside
Business Combinations - Consideration (Details) - Howden Industries $ in Millions | Mar. 17, 2023 USD ($) |
Business Acquisition | |
Cash consideration to seller | $ 2,788.3 |
Howden's debt settled at close | 1,529 |
Settlement of seller transaction costs | 67.2 |
Funds held in escrow | 20.4 |
Working capital adjustment | (17.5) |
Total consideration | $ 4,387.4 |
Business Combinations - Net Ass
Business Combinations - Net Asset Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 17, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 2,906.8 | $ 992 | $ 994.6 | |
Goodwill written off | 175.1 | |||
American Fans | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | $ 49.7 | |||
Roots Rotary Blowers Business | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Goodwill | 102.2 | |||
Howden Industries | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Cash and cash equivalents | 62.5 | |||
Restricted cash | 2.6 | |||
Accounts receivable | 427.5 | |||
Inventories | 260 | |||
Unbilled contract revenue | 168.1 | |||
Prepaid expenses | 51.9 | |||
Other current assets | 103.3 | |||
Assets held for sale | 225.7 | |||
Property, plant and equipment | 325.1 | |||
Identifiable intangible assets | 2,434.5 | |||
Equity method investments | 12 | |||
Other assets | 117.8 | |||
Accounts payable | (373.2) | |||
Customer advances and billings in excess of contract revenue | (233.2) | |||
Accrued salaries, wages and benefits | (103) | |||
Accrued income taxes | (28.5) | |||
Current portion of warranty reserve | (34.3) | |||
Current portion of long-term debt | (1.4) | |||
Other current liabilities | (141.2) | |||
Liabilities held for sale | (43.9) | |||
Long-term deferred tax liabilities | (671.8) | |||
Operating lease liabilities | (52.3) | |||
Finance lease liabilities | (8.1) | |||
Accrued pension liabilities | (6) | |||
Other long-term liabilities | (45.7) | |||
Total identifiable net assets assumed | 2,448.4 | |||
Noncontrolling interest | (146.3) | |||
Goodwill | 2,085.3 | |||
Net assets acquired | 4,387.4 | |||
Assets acquired net of cash, cash equivalents and restricted cash | $ 4,322.3 | |||
Howden Industries | Howden Hua Engineering Co | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | ||||
Noncontrolling interest | $ (146) | |||
Noncontrolling interest, ownership percentage (percent) | 82% |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - Howden Industries $ in Millions | Mar. 17, 2023 USD ($) |
Acquired Indefinite-lived Intangible Assets | |
Finite lived intangible assets acquired | $ 1,964 |
Total intangible assets acquired | 2,434.5 |
Trademarks and trade names | |
Acquired Indefinite-lived Intangible Assets | |
Indefinite-lived intangible assets acquired | $ 470.5 |
Customer relationships | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 18 years |
Finite lived intangible assets acquired | $ 1,533 |
Backlog | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 3 years |
Finite lived intangible assets acquired | $ 135 |
Technology | |
Acquired Indefinite-lived Intangible Assets | |
Finite lived intangible assets acquired | $ 296 |
Technology | Minimum | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 5 years |
Technology | Maximum | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 14 years |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |||
Pro forma sales from continuing operations | $ 3,657.7 | $ 3,314.6 | $ 2,893.8 |
Pro forma net loss attributable to Chart Industries, Inc. from continuing operations | $ 6.1 | $ 164 | $ 171.8 |
Business Combinations - Conting
Business Combinations - Contingent Consideration Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Contingent Consideration | |||
Beginning balance | $ 17.3 | ||
(Decrease) increase in fair value of contingent consideration liabilities | (8.7) | ||
Acquired contingent consideration liabilities | 2.9 | ||
Payment of contingent consideration | (4.4) | ||
Ending balance | 7.1 | $ 17.3 | |
SES | |||
Contingent Consideration | |||
Beginning balance | 16.3 | ||
(Decrease) increase in fair value of contingent consideration liabilities | (9.2) | 2.8 | $ 2.2 |
Acquired contingent consideration liabilities | 0 | ||
Payment of contingent consideration | 0 | ||
Ending balance | 7.1 | 16.3 | |
SES | Minimum | |||
Contingent Consideration | |||
Ending balance | 0 | ||
Business combination, potential payout on consideration liability | 0 | ||
SES | Maximum | |||
Contingent Consideration | |||
Ending balance | 12.5 | ||
Business combination, potential payout on consideration liability | 12.5 | ||
BIG | |||
Contingent Consideration | |||
Beginning balance | 1 | ||
(Decrease) increase in fair value of contingent consideration liabilities | 0.7 | 1.1 | $ (1.1) |
Acquired contingent consideration liabilities | 0 | ||
Payment of contingent consideration | (1.7) | ||
Ending balance | 0 | 1 | |
MP | |||
Contingent Consideration | |||
Beginning balance | 0 | ||
(Decrease) increase in fair value of contingent consideration liabilities | (0.2) | ||
Acquired contingent consideration liabilities | 2.9 | ||
Payment of contingent consideration | (2.7) | ||
Ending balance | $ 0 | $ 0 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Increase (Decrease) in Stockholders' Equity | ||
Beginning Balance | $ 2,684.3 | $ 1,625.2 |
Other comprehensive income (loss) | 67.9 | (36.8) |
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes | 0.9 | 0.5 |
Net current-period other comprehensive income, net of taxes | 68.8 | (36.3) |
Ending Balance | 2,939 | 2,684.3 |
Accumulated other comprehensive income (loss) | ||
Increase (Decrease) in Stockholders' Equity | ||
Beginning Balance | (58) | (21.7) |
Ending Balance | 10.8 | (58) |
Foreign currency translation adjustments | ||
Increase (Decrease) in Stockholders' Equity | ||
Beginning Balance | (50.5) | (15.2) |
Other comprehensive income (loss) | 63.7 | (35.3) |
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes | 0 | 0 |
Net current-period other comprehensive income, net of taxes | 63.7 | (35.3) |
Ending Balance | 13.2 | (50.5) |
Pension liability adjustments, net of taxes | ||
Increase (Decrease) in Stockholders' Equity | ||
Beginning Balance | (7.5) | (6.5) |
Other comprehensive income (loss) | 4.2 | (1.5) |
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes | 0.9 | 0.5 |
Net current-period other comprehensive income, net of taxes | 5.1 | (1) |
Ending Balance | $ (2.4) | $ (7.5) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Narratives (Details) - USD ($) | Dec. 23, 2022 | Dec. 13, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss) | ||||
Liquidation preference | $ 1,000 | $ 1,000 | ||
Preferred stock,par value (usd per share) | $ 0.01 | $ 0.01 | ||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | ||
Convertible Preferred Stock | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Preferred stock, convertible, conversion price (usd per share) | 20 | |||
Convertible Preferred Stock | Public Offering | ||||
Accumulated Other Comprehensive Income (Loss) | ||||
Number of shares issued (shares) | 8,050,000 | |||
Dividend rate | 6.75% | |||
Preferred stock,par value (usd per share) | $ 0.01 | |||
Consideration received on transaction | $ 402,500,000 | |||
Equity issuance cost | $ 14,400,000 |
Earnings Per Share - Earnings P
Earnings Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amounts attributable to Chart common stockholders | |||
Income from continuing operations | $ 47.9 | $ 81.6 | $ 59.1 |
Less: Mandatory convertible preferred stock dividend requirement | 27.3 | 1.4 | 0 |
Income from continuing operations attributable to Chart | 20.6 | 80.2 | 59.1 |
Loss from discontinued operations, net of tax | (0.6) | (57.6) | 0 |
Net income attributable to Chart common stockholders, basic | 20 | 22.6 | 59.1 |
Net income attributable to Chart common stockholders, diluted | $ 20 | $ 22.6 | $ 59.1 |
Earnings per common share – basic: | |||
Income from continuing operations (usd per share) | $ 0.49 | $ 2.21 | $ 1.66 |
Loss from discontinued operations (usd per share) | (0.01) | (1.59) | 0 |
Net income attributable to Chart Industries, Inc. (usd per share) | 0.48 | 0.62 | 1.66 |
Earnings per common share – diluted: | |||
Income from continuing operations (usd per share) | 0.44 | 1.92 | 1.44 |
Loss from discontinued operations (usd per share) | (0.01) | (1.38) | 0 |
Net income attributable to Chart Industries, Inc. (usd per share) | $ 0.43 | $ 0.54 | $ 1.44 |
Weighted average number of common shares outstanding — basic (shares) | 41,970 | 36,250 | 35,610 |
Incremental shares issuable upon assumed conversion and exercise of share-based awards (shares) | 200 | 260 | 340 |
Incremental shares issuable due to dilutive effect of the convertible notes (shares) | 2,530 | 2,810 | 2,760 |
Incremental shares issuable due to dilutive effect of warrants (shares) | 2,120 | 2,470 | 2,400 |
Incremental shares issuable due to dilutive effect of the underwriters common shares option (shares) | 0 | 10 | 0 |
Weighted average number of common shares outstanding — diluted (shares) | 46,820 | 41,800 | 41,110 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Mandatory convertible preferred stock dividend requirement | $ 27.3 | $ 1.4 | $ 0 |
Total anti-dilutive securities | 5,650 | 3,040 | 2,790 |
Anti-dilutive shares, Share-based awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Total anti-dilutive securities | 90 | 60 | 30 |
Anti-dilutive shares, Convertible note hedge and capped call transactions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Total anti-dilutive securities | 2,530 | 2,810 | 2,760 |
Anti-dilutive shares, Mandatory convertible preferred stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Total anti-dilutive securities | 3,030 | 170 | 0 |
Earnings Per Share - Narratives
Earnings Per Share - Narratives (Details) - Convertible notes due November 2024 - Convertible Debt - $ / shares | Dec. 31, 2023 | Oct. 31, 2017 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Debt instrument, conversion price (usd per share) | $ 58.725 | $ 58.725 |
Maximum | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Debt instrument, conversion price (usd per share) | $ 71.775 | $ 71.775 |
Income Taxes - Income From Cont
Income Taxes - Income From Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (100.9) | $ 31.1 | $ 25.9 |
Foreign | 158.9 | 67.8 | 48.2 |
Income from continuing operations before income taxes and equity in earnings of unconsolidated affiliates, net | $ 58 | $ 98.9 | $ 74.1 |
Income Taxes - Significant Comp
Income Taxes - Significant Components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (15.5) | $ (1.3) | $ 1.7 |
State and local | 6.6 | 3.5 | 3.2 |
Foreign | 91.2 | 15.4 | 16.5 |
Total current | 82.3 | 17.6 | 21.4 |
Deferred: | |||
Federal | 1.5 | (5.6) | (5.8) |
State and local | (1.8) | 1.9 | 1.1 |
Foreign | (79) | 2 | (3.2) |
Total deferred | (79.3) | (1.7) | (7.9) |
Income tax expense, net | $ 3 | $ 15.9 | $ 13.5 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Tax Rate Reconciliation | |||
Income tax expense at U.S. statutory rate | $ 12.2 | $ 20.8 | $ 15.6 |
State income taxes, net of federal tax benefit | 3.1 | 1.5 | 3.1 |
Foreign withholding taxes | 6.3 | 0.2 | 1.6 |
U.S. taxation of international operations | 18.7 | 1.4 | (0.3) |
Effective tax rate differential of earnings outside of United States | 2.8 | 1.7 | 1.8 |
Change in valuation allowance | (2) | (11.6) | (5.9) |
Research & experimentation | (2) | (2.9) | (1) |
Provision to return | 0.8 | 5 | 0.3 |
Non-deductible items | 0.1 | 0.4 | 2.4 |
Change in uncertain tax positions | 2 | (0.3) | (0.2) |
Share-based compensation | 0.1 | (1.1) | (4.1) |
Capital (loss) | (40.5) | 0 | 0 |
Unremitted earnings not permanently reinvested | 0.9 | 0 | 0 |
Other items | 0.5 | 0.8 | 0.2 |
Income tax expense, net | $ 3 | $ 15.9 | $ 13.5 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Asset and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (“DTA”): | ||
Accruals and reserves | $ 48.2 | $ 5.1 |
Loss contingency | 0.5 | 70.3 |
Pensions | 0 | 0.2 |
Inventory | 127 | 78.1 |
Share-based compensation | 2.6 | 2.3 |
R&D Amortization | 18.1 | 7.4 |
Tax credit carryforwards | 2.6 | 8.2 |
Interest limitation carryover | 126.8 | 5.5 |
Foreign net operating loss carryforwards | 36 | 8.7 |
State net operating loss carryforwards | 4.2 | 2.1 |
Convertible notes | 2.2 | 4.3 |
Property, plant and equipment – net DTA | 4.4 | 5.2 |
Other – net DTA | 2.2 | 2.9 |
Total deferred tax assets before valuation allowances | 374.8 | 200.3 |
Valuation allowances | (90.3) | (5.4) |
Total deferred tax assets, net of valuation allowances | 284.5 | 194.9 |
Deferred tax liabilities (“DTL”): | ||
Property, plant and equipment – net DTL | 58.6 | 26 |
Goodwill and intangible assets | 629 | 77 |
Pensions | 6.4 | 0 |
Insurance receivable | 0 | 53.5 |
Unremitted earnings (APB23) | 19.7 | 0 |
Other – net DTL | 0.6 | 3.1 |
Investments | 2.3 | 4.5 |
Deferred revenue | 123.5 | 72 |
Total deferred tax liabilities | 840.1 | 236.1 |
Net deferred tax liabilities | 555.6 | 41.2 |
Other assets | ||
Deferred tax liabilities (“DTL”): | ||
Net deferred tax liabilities | 12.6 | 4.9 |
Long-term deferred tax liabilities | ||
Deferred tax liabilities (“DTL”): | ||
Net deferred tax liabilities | $ 568.2 | $ 46.1 |
Income Taxes - Narratives (Deta
Income Taxes - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Deferred tax asset valuation allowances | $ 90.3 | $ 5.4 | |
Deferred tax asset, operating loss carryforward | 138.7 | ||
Deferred tax asset operating loss carryforward subject to expiration | $ 145.6 | ||
Jurisdiction tax rate threshold as a percentage of net operating loss, percent | 12% | ||
Tax credit carryforwards | $ 2.6 | 8.2 | |
Temporary undistributed earnings | 247.9 | ||
Unremitted earnings (APB23) | 19.7 | 0 | |
Income taxes paid | 49.7 | 27 | $ 57.2 |
Unrecognized tax benefit that would impact tax rate if recognized | 35.8 | 0.5 | |
Income tax penalties and interest accrued | 0.9 | $ 0.1 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 7 | ||
Possible decrease in unrecognized tax benefit in the next 12 months | $ 1.7 |
Income Taxes - Unrecognized Inc
Income Taxes - Unrecognized Income Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Unrecognized Tax Benefits | |||
Unrecognized tax benefits at beginning of the year | $ 0.7 | $ 1.7 | $ 1.9 |
Additions for tax positions acquired during the current period | 34.4 | 0 | 0 |
Additions (reductions) for tax positions taken during the prior period | 3.7 | 0 | 0.4 |
Reductions relating to settlements with taxing authorities | (1.6) | (0.3) | 0 |
Lapse of statutes of limitation | (0.2) | (0.7) | (0.6) |
Unrecognized tax benefits at end of the year | $ 37 | $ 0.7 | $ 1.7 |
Employee Benefit Plans - Net Pe
Employee Benefit Plans - Net Pension Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | |||
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax | Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax | Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, before Tax |
United States | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | |||
Interest cost | $ 2.4 | $ 1.7 | $ 1.7 |
Service cost | 0 | 0 | 0 |
Expected return on plan assets | (3.3) | (4.3) | (3.8) |
Amortization of net loss | 0.9 | 0.5 | 1 |
Total net periodic pension income | 0 | $ (2.1) | $ (1.1) |
International Plans | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) | |||
Interest cost | 1.2 | ||
Service cost | 0.7 | ||
Expected return on plan assets | (1.3) | ||
Amortization of net loss | 0 | ||
Total net periodic pension income | $ 0.6 |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes in Plan Assets and Projected Benefit Obligations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure | |||
Net actuarial (gain) loss | $ 5.8 | $ (1.7) | $ 5.9 |
Net amortization | 6.7 | (1.2) | $ 6.9 |
Net current-period other comprehensive income, net of taxes | 68.8 | (36.3) | |
United States | |||
Defined Benefit Plan Disclosure | |||
Net actuarial (gain) loss | (5.9) | 1.7 | |
Net amortization | (0.9) | (0.5) | |
Effect of foreign exchange rates | 0 | 0 | |
Net current-period other comprehensive income, net of taxes | (6.8) | $ 1.2 | |
International Plans | |||
Defined Benefit Plan Disclosure | |||
Net actuarial (gain) loss | 0.1 | ||
Net amortization | 0 | ||
Effect of foreign exchange rates | 4.7 | ||
Net current-period other comprehensive income, net of taxes | $ 4.8 |
Employee Benefit Plans - Projec
Employee Benefit Plans - Projected Benefit Obligation and Plan Asset Fund Status (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amounts recognized on the consolidated balance sheet at December 31: | |||
Non-current liabilities | $ (6.7) | $ (0.9) | |
United States | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 50 | 63.5 | |
Acquisition of Hudson Plan | 0 | 0 | |
Interest cost | 2.4 | 1.7 | $ 1.7 |
Service cost | 0 | 0 | 0 |
Benefits paid | (3.1) | (3) | |
Actuarial (gains) losses | (1.2) | (12.2) | |
Foreign exchange rate impact | 0 | 0 | |
Projected benefit obligation at year end | 48.1 | 50 | 63.5 |
Accumulated benefit obligation at year end | 48.1 | 50 | |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 49.1 | 61.9 | |
Acquisition of Hudson | 0 | 0 | |
Actual return | 8 | (9.8) | |
Employer contributions | 0 | 0 | |
Benefits paid | (3.1) | (3) | |
Foreign exchange rate impact | 0 | 0 | |
Fair value of plan assets at year end | 54 | 49.1 | $ 61.9 |
Funded status (Accrued pension liabilities) | 5.9 | (0.9) | |
Amounts recognized on the consolidated balance sheet at December 31: | |||
Non-current assets | 5.9 | 0 | |
Current liabilities | 0 | 0 | |
Non-current liabilities | 0 | (0.9) | |
Recognized accrued pension asset (liability) | 5.9 | (0.9) | |
Unrecognized actuarial loss recognized in accumulated other comprehensive loss | 3.5 | 10.3 | |
International Plans | |||
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 0 | ||
Acquisition of Hudson Plan | 41.1 | ||
Interest cost | 1.2 | ||
Service cost | 0.7 | ||
Benefits paid | (2) | ||
Actuarial (gains) losses | 0.4 | ||
Foreign exchange rate impact | 1.6 | ||
Projected benefit obligation at year end | 43 | 0 | |
Accumulated benefit obligation at year end | 41.2 | ||
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 0 | ||
Acquisition of Hudson | 38.7 | ||
Actual return | 1.6 | ||
Employer contributions | 1.9 | ||
Benefits paid | (2) | ||
Foreign exchange rate impact | 1.6 | ||
Fair value of plan assets at year end | 41.8 | $ 0 | |
Funded status (Accrued pension liabilities) | (1.2) | ||
Amounts recognized on the consolidated balance sheet at December 31: | |||
Non-current assets | 5.8 | ||
Current liabilities | (0.3) | ||
Non-current liabilities | (6.7) | ||
Recognized accrued pension asset (liability) | (1.2) | ||
Unrecognized actuarial loss recognized in accumulated other comprehensive loss | $ 0.1 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2024 | |
Defined Benefit Plan Disclosure | ||||
Expected future employer contributions | $ 2,500 | |||
Multiemployer plan, contributions by employer | 700 | $ 600 | $ 500 | |
Defined contribution expense | 18,200 | 6,800 | 5,700 | |
Compensation expense | $ 600 | $ 300 | $ 100 | |
Forecast | ||||
Defined Benefit Plan Disclosure | ||||
Estimated net periodic pension expense to be amortized over the next fiscal year | $ 800 |
Employee Benefit Plans - Accumu
Employee Benefit Plans - Accumulated and Projected Benefit Obligations (Details) - International Plans - Howden Industries $ in Millions | Dec. 31, 2023 USD ($) |
Defined Benefit Plan Disclosure | |
Projected benefit obligation | $ 6.7 |
Accumulated benefit obligation | 5.7 |
Fair value of plan assets | 0.3 |
Defined Benefit Plan, Pension Plan with Project Benefit Obligation in Excess of Plan Assets | |
Projected benefit obligation | 10.2 |
Accumulated benefit obligation | 8.4 |
Fair value of plan assets | $ 3.4 |
Employee Benefit Plans - Actuar
Employee Benefit Plans - Actuarial Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
United States | |||
Assumptions used to determine the projected obligation at year end: | |||
Discount rate (percent) | 5% | 4.90% | 2.70% |
Rate of compensation increase (percent) | 0% | 0% | 0% |
Assumptions used to determine net periodic benefit cost: | |||
Discount rate (percent) | 4.90% | 2.70% | 2.40% |
Expected long-term weighted-average rate of return on plan assets (percent) | 7% | 7% | 7% |
Rate of compensation increase (percent) | 0% | 0% | 0% |
International Plans | |||
Assumptions used to determine the projected obligation at year end: | |||
Discount rate (percent) | 3.40% | ||
Rate of compensation increase (percent) | 4.10% | ||
Assumptions used to determine net periodic benefit cost: | |||
Discount rate (percent) | 3.40% | ||
Expected long-term weighted-average rate of return on plan assets (percent) | 4.50% | ||
Rate of compensation increase (percent) | 4.10% |
Employee Benefit Plans - Asset
Employee Benefit Plans - Asset Category and Fair Value of Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 54 | $ 49.1 | $ 61.9 |
International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 41.8 | 0 | |
Level 2 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 50.5 | 48 | |
Level 2 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 0.2 | ||
Level 3 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 3.5 | 1.1 | $ 2 |
Level 3 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 41.6 | ||
Equity funds | United States | |||
Defined Benefit Plan Disclosure | |||
Target Allocations by Asset Category | 30% | ||
Fair value of plan assets | $ 16.5 | 35 | |
Equity funds | Level 2 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 16.5 | 35 | |
Equity funds | Level 3 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 0 | 0 | |
Fixed income funds | United States | |||
Defined Benefit Plan Disclosure | |||
Target Allocations by Asset Category | 62% | ||
Fair value of plan assets | $ 34 | 13 | |
Fixed income funds | Level 2 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 34 | 13 | |
Fixed income funds | Level 3 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 0 | 0 | |
Other investments | United States | |||
Defined Benefit Plan Disclosure | |||
Target Allocations by Asset Category | 8% | ||
Fair value of plan assets | $ 3.5 | 1.1 | |
Other investments | International Plans | |||
Defined Benefit Plan Disclosure | |||
Target Allocations by Asset Category | 7% | ||
Fair value of plan assets | $ 2.9 | ||
Other investments | Level 2 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 0 | 0 | |
Other investments | Level 2 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 0 | ||
Other investments | Level 3 | United States | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 3.5 | $ 1.1 | |
Other investments | Level 3 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 2.9 | ||
Cash and cash equivalents | International Plans | |||
Defined Benefit Plan Disclosure | |||
Target Allocations by Asset Category | 0% | ||
Fair value of plan assets | $ 0.2 | ||
Cash and cash equivalents | Level 2 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 0.2 | ||
Cash and cash equivalents | Level 3 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 0 | ||
Investments funds | International Plans | |||
Defined Benefit Plan Disclosure | |||
Target Allocations by Asset Category | 93% | ||
Fair value of plan assets | $ 38.7 | ||
Investments funds | Level 2 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | 0 | ||
Investments funds | Level 3 | International Plans | |||
Defined Benefit Plan Disclosure | |||
Fair value of plan assets | $ 38.7 |
Employee Benefit Plans - Rollfo
Employee Benefit Plans - Rollforward of Unobservable Plan Assets (Details) - United States - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation | ||
Fair value of plan assets at beginning of year | $ 49.1 | $ 61.9 |
Fair value of plan assets at year end | 54 | 49.1 |
Level 3 | ||
Defined Benefit Plan, Change in Fair Value of Plan Assets, Level 3 Reconciliation | ||
Fair value of plan assets at beginning of year | 1.1 | 2 |
Purchases, sales and settlements, net | (2.9) | (3.4) |
Transfers, net | 5.3 | 2.5 |
Fair value of plan assets at year end | $ 3.5 | $ 1.1 |
Employee Benefit Plans - Expect
Employee Benefit Plans - Expected Future Payments (Details) $ in Millions | Dec. 31, 2023 USD ($) |
United States | |
Expected future benefit payments | |
2024 | $ 3.5 |
2025 | 3.6 |
2026 | 3.6 |
2027 | 3.6 |
2028 | 3.6 |
In aggregate during five years thereafter | 17.5 |
International Plans | |
Expected future benefit payments | |
2024 | 2.5 |
2025 | 2.2 |
2026 | 2.7 |
2027 | 2.2 |
2028 | 2.6 |
In aggregate during five years thereafter | $ 12.6 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Plans Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares outstanding (shares) | 290,000 | 270,000 | |
Share-based compensation expense | $ 10.6 | $ 11.2 | |
Tax benefit related to share-based compensation | $ 1.7 | $ 1.4 | $ 2.2 |
Share based compensation not yet recognized | $ 15.4 | ||
Recognition period for unrecognized share based compensation (in years) | 2 years 1 month 6 days | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Share based compensation not yet recognized | $ 2.3 | ||
Recognition period for unrecognized share based compensation (in years) | 2 years 3 months 18 days | ||
Restricted Stock and RSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares other than options outstanding unvested (shares) | 110,000 | 110,000 | |
Share based compensation not yet recognized | $ 8.6 | ||
Recognition period for unrecognized share based compensation (in years) | 2 years 2 months 12 days | ||
Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares other than options outstanding unvested (shares) | 70,000 | 70,000 | |
Share based compensation not yet recognized | $ 4.5 | ||
Recognition period for unrecognized share based compensation (in years) | 1 year 9 months 18 days | ||
2017 Omnibus Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares authorized (shares) | 1,700,000 | ||
2017 Omnibus Equity Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares outstanding (shares) | 260,000 | ||
2017 Omnibus Equity Plan | Restricted Stock and RSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares other than options outstanding unvested (shares) | 110,000 | ||
2017 Omnibus Equity Plan | Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares other than options outstanding unvested (shares) | 70,000 | ||
2009 Omnibus Equity Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Number of shares authorized (shares) | 3,350,000 | ||
2009 Omnibus Equity Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Shares outstanding (shares) | 30,000 |
Share-based Compensation - Stoc
Share-based Compensation - Stock Option Valuation Assumptions (Details) - Stock Options - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Weighted-average grant-date fair value per share (usd per share) | $ 57.15 | $ 67.58 | $ 52.19 |
Expected term (years) | 4 years 8 months 12 days | 4 years 8 months 12 days | 4 years 8 months 12 days |
Risk-free interest rate | 3.98% | 1.32% | 0.33% |
Expected volatility | 54.66% | 51.24% | 53.10% |
Share-based Compensation - St_2
Share-based Compensation - Stock Options Activity Rollforward (Details) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Number of Shares | |
Outstanding at beginning of period (shares) | shares | 270 |
Granted (shares) | shares | 50 |
Exercised (shares) | shares | (20) |
Forfeited / Cancelled (shares) | shares | (10) |
Outstanding at end of period (shares) | shares | 290 |
Vested and expected to vest (shares) | shares | 280 |
Exercisable at end of year (shares) | shares | 180 |
Weighted-average Exercise Price | |
Outstanding at beginning of period (usd per share) | $ / shares | $ 79.91 |
Granted (usd per share) | $ / shares | 114.93 |
Exercised (usd per share) | $ / shares | 52.02 |
Forfeited / Cancelled (usd per share) | $ / shares | 109.23 |
Outstanding at end of period (usd per share) | $ / shares | 87.09 |
Vested and expected to vest at end of year (usd per share) | $ / shares | 86.29 |
Exercisable at end of year (usd per share) | $ / shares | $ 70.22 |
Outstanding at end of year, aggregate intrinsic value | $ | $ 14.5 |
Vested and expected to vest at end of year, aggregate intrinsic value | $ | 12.1 |
Exercisable at end of year, aggregate intrinsic value | $ | $ 14.4 |
Outstanding at end of year, weighted average contractual term | 6 years |
Vested and expected to vest at end of year, weighted average contractual term | 5 years 10 months 24 days |
Exercisable at end of year, weighted average contractual term | 4 years 9 months 18 days |
Share-based Compensation - St_3
Share-based Compensation - Stock Options Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Recognition period for unrecognized share based compensation (in years) | 2 years 1 month 6 days | ||
Share based compensation not yet recognized | $ 15.4 | ||
Intrinsic value of shares exercised | 2.3 | $ 3.5 | $ 10.3 |
Fair value of shares vested | $ 2.1 | $ 2.3 | $ 2.6 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 4 years | ||
Contractual term | 10 years | ||
Recognition period for unrecognized share based compensation (in years) | 2 years 3 months 18 days | ||
Share based compensation not yet recognized | $ 2.3 |
Share-based Compensation - Rest
Share-based Compensation - Restricted Stock and RSU's Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Recognition period for unrecognized share based compensation (in years) | 2 years 1 month 6 days | ||
Share based compensation not yet recognized | $ 15.4 | ||
Restricted Stock and RSU's | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 3 years | ||
Recognition period for unrecognized share based compensation (in years) | 2 years 2 months 12 days | ||
Share based compensation not yet recognized | $ 8.6 | ||
Granted (usd per share) | $ 132.28 | $ 155.02 | $ 124.32 |
Fair value of shares vested | $ 7.7 | $ 10 | $ 17.4 |
Share-based Compensation - Re_2
Share-based Compensation - Restricted Stock and RSU's Rollforward (Details) - Restricted Stock and RSU's - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Unvested at beginning of year (shares) | 110 | ||
Granted (shares) | 70 | ||
Forfeited (shares) | (10) | ||
Vested (shares) | (60) | ||
Unvested at end of year (shares) | 110 | 110 | |
Weighted-Average Grant-Date Fair Value | |||
Unvested at beginning or year (usd per share) | $ 125.14 | ||
Granted (usd per share) | 132.28 | $ 155.02 | $ 124.32 |
Forfeited (usd per share) | 150.56 | ||
Vested (usd per share) | 106.20 | ||
Unvested at end or year (usd per share) | $ 137.70 | $ 125.14 |
Share-based Compensation - Perf
Share-based Compensation - Performance Units Narratives (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Recognition period for unrecognized share based compensation (in years) | 2 years 1 month 6 days | ||
Share based compensation not yet recognized | $ 15.4 | ||
Performance Units | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Award vesting period | 3 years | ||
Percentage of earn-out granted | 100% | ||
Recognition period for unrecognized share based compensation (in years) | 1 year 9 months 18 days | ||
Share based compensation not yet recognized | $ 4.5 | ||
Granted (usd per share) | $ 126.86 | $ 153.81 | $ 118.41 |
Fair value of shares vested | $ 3.4 | $ 2.6 | $ 0.9 |
Performance Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Percentage of earn-out granted | 0% | ||
Performance Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award | |||
Percentage of earn-out granted | 200% |
Share-based Compensation - Pe_2
Share-based Compensation - Performance Units Rollforward (Details) - Performance Units - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Unvested at beginning of year (shares) | 70 | ||
Granted (shares) | 50 | ||
Vested (shares) | (30) | ||
Forfeited (shares) | (20) | ||
Unvested at end of year (shares) | 70 | 70 | |
Weighted-Average Grant-Date Fair Value | |||
Unvested at beginning or year (usd per share) | $ 103.66 | ||
Granted (usd per share) | 126.86 | $ 153.81 | $ 118.41 |
Vested (usd per share) | 68.70 | ||
Forfeited (usd per share) | 94.57 | ||
Unvested at end or year (usd per share) | $ 134.41 | $ 103.66 |
Share-based Compensation - Dire
Share-based Compensation - Directors' Stock Grants (Details) - Nonemployee - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award | |||
Granted (shares) | 10 | 10 | 10 |
Nonemployee directors stock awards, Amount recognized in equity, fair value | $ 1.1 | $ 0.7 | $ 0.6 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease rent expense | $ 21,100 | $ 16,900 | $ 12,100 |
Finance lease interest | 700 | 200 | 200 |
Right of us assets obtained in exchange for finance lease liability | 15,400 | ||
Right of us assets obtained in exchange for operating lease liability | 62,300 | ||
Short-term net investment in sales type leases | 21,400 | 14,500 | |
Long-term net investment in sales type leases | 62,100 | 44,300 | |
Sales-type lease, interest income | $ 3,300 | $ 2,400 | $ 900 |
Leases - Schedule of Lease Deta
Leases - Schedule of Lease Details (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease, net | $ 69.1 | $ 21.1 |
Finance lease, net | 16.1 | 3 |
Total lease assets | $ 85.2 | $ 24.1 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Current: | ||
Operating lease liabilities | $ 18.5 | $ 5.4 |
Finance lease liabilities | $ 3 | $ 1.7 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current: | ||
Operating lease liabilities | $ 50.7 | $ 15.6 |
Finance lease liabilities | $ 14.2 | $ 1.5 |
Finance Lease Liability Noncurrent Statement Of Financial Position Extensible List | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 86.4 | $ 24.2 |
Weighted-average remaining lease terms | ||
Operating lease (in years) | 5 years 1 month 6 days | 4 years 4 months 24 days |
Finance lease (in years) | 5 years 10 months 24 days | 2 years 1 month 6 days |
Weighted-average discount rate | ||
Operating leases (percent) | 6.60% | 3.40% |
Finance leases (percent) | 6.70% | 4.40% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) $ in Millions | Dec. 31, 2023 USD ($) contract |
Finance | |
2024 | $ 4.5 |
2025 | 2.5 |
2026 | 2.2 |
2027 | 2.1 |
2028 | 1.8 |
Thereafter | 9.8 |
Total future minimum lease payments | 22.9 |
Less: Present value discount | (5.7) |
Lease Liability | 17.2 |
Operating | |
2024 | 22.6 |
2025 | 17.7 |
2026 | 12.3 |
2027 | 8 |
2028 | 6.8 |
Thereafter | 14.4 |
Total future minimum lease payments | 81.8 |
Less: Present value discount | (12.6) |
Lease Liability | $ 69.2 |
Number of operating contracts (in facility) | contract | 20 |
Leases - Sales From Sales-Type
Leases - Sales From Sales-Type And Operating Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Sales-type leases | $ 39.3 | $ 28.1 | $ 46.5 |
Operating leases | 5.2 | 4.1 | 2.4 |
Total sales from leases | $ 44.5 | $ 32.2 | $ 48.9 |
Sales-Type Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Sales | Sales | |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Sales | Sales |
Leases - Payments for Sales-typ
Leases - Payments for Sales-type Leases (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Future scheduled payments for sales-type leases | |
2024 | $ 22.3 |
2025 | 22.2 |
2026 | 19.5 |
2027 | 13.5 |
2028 | 9.7 |
Thereafter | 25.3 |
Total | 112.5 |
Less: unearned income | 29 |
Total | $ 83.5 |
Leases - Cost of Equipment Leas
Leases - Cost of Equipment Leased (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Equipment leased to others, cost | $ 20.6 | $ 17.3 |
Less: accumulated depreciation | 4.4 | 3.1 |
Equipment leased to others, net | $ 16.2 | $ 14.2 |
Leases - Payments to Operating
Leases - Payments to Operating Leases (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Schedule of payments due for operating leases | |
2024 | $ 0.4 |
2025 | 0.1 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 0 |
Total | $ 0.5 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) property | Dec. 31, 2022 USD ($) | |
Loss Contingencies | ||
Number of properties (property) | property | 1 | |
Accrued environmental reserve | $ 0 | $ 0 |
Loss contingency accrual | 0 | 305.6 |
Insurance receivable | 0 | 234.4 |
Pacific Fertility Center | ||
Loss Contingencies | ||
Loss contingency accrual | 305.6 | |
Insurance receivable | $ 231.9 | |
Losses recognized | $ 73 |
Restructuring Activities - Narr
Restructuring Activities - Narratives (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges (credit) | $ 13.5 | $ (1) | $ 3.5 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Charges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve | |||
Total severance costs | $ 12.1 | $ 0 | $ 1.2 |
Total other restructuring costs (credits) | 1.4 | (1) | 2.3 |
Restructuring costs | 13.5 | (1) | 3.5 |
Cost of sales | |||
Restructuring Cost and Reserve | |||
Total severance costs | 0.3 | 0 | 0.4 |
Total other restructuring costs (credits) | 0.2 | (1) | 2.2 |
Selling, general, and administrative expenses | |||
Restructuring Cost and Reserve | |||
Total severance costs | 11.8 | 0 | 0.8 |
Total other restructuring costs (credits) | $ 1.2 | $ 0 | $ 0.1 |
Restructuring Activities - Roll
Restructuring Activities - Rollforward (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve | |||
Restructuring reserve, beginning balance | $ 0.2 | $ 2.3 | $ 0.8 |
Restructuring costs | 13.5 | (1) | 3.5 |
Cash payments and other | (11.8) | (1.1) | (2) |
Restructuring reserve, ending balance | 1.9 | 0.2 | 2.3 |
Repair, Service & Leasing | |||
Restructuring Reserve | |||
Restructuring costs | 4 | (1.4) | |
Operating Segments | Cryo Tank Solutions | |||
Restructuring Reserve | |||
Restructuring costs | 1.6 | 0.1 | 0.3 |
Operating Segments | Heat Transfer Systems | |||
Restructuring Reserve | |||
Restructuring costs | 0.9 | 0.3 | 1.7 |
Operating Segments | Repair, Service & Leasing | |||
Restructuring Reserve | |||
Restructuring costs | 4 | (1.4) | 1.5 |
Operating Segments | Specialty Products | |||
Restructuring Reserve | |||
Restructuring costs | 1.8 | 0 | 0 |
Corporate | |||
Restructuring Reserve | |||
Restructuring costs | $ 5.2 | $ 0 | $ 0 |
SCHEDULE II _ VALUATION AND Q_2
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Valuation Allowances and Reserves | |||
Deferred tax asset valuation allowances | $ 90.3 | $ 5.4 | |
Allowance for credit losses | |||
Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | 4.5 | 6 | $ 8.4 |
Additions - Charged to costs and expenses | 2.2 | 0.5 | 1.2 |
Charged to other accounts | 0 | 0 | 0 |
Deductions | (0.6) | (2.6) | (1.1) |
Translations | (0.2) | 0.6 | (2.5) |
Balance at end of period | 5.9 | 4.5 | 6 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves | |||
Balance at beginning of period | 5.4 | 21.6 | 33.9 |
Additions - Charged to costs and expenses | 0 | 0.4 | 0.3 |
Charged to other accounts | 86.9 | 0 | 0 |
Deductions | (2) | (14.8) | (12.7) |
Translations | 0 | (1.8) | 0.1 |
Balance at end of period | $ 90.3 | $ 5.4 | $ 21.6 |