Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 18, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CHART INDUSTRIES INC | ||
Entity Central Index Key | 892,553 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 30,587,837 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,077,214,388 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets | ||
Cash and cash equivalents | $ 123,708 | $ 103,656 |
Accounts receivable, less allowances of $6,965 and $6,475 | 183,514 | 189,115 |
Inventories, net | 199,302 | 215,725 |
Unbilled contract revenue | 59,283 | 58,645 |
Prepaid expenses | 8,494 | 15,708 |
Deferred income taxes | 0 | 17,248 |
Other current assets | 12,929 | 15,009 |
Total Current Assets | 587,230 | 615,106 |
Property, plant and equipment, net | 266,277 | 257,645 |
Goodwill | 218,390 | 405,522 |
Identifiable intangible assets, net | 106,714 | 153,666 |
Other assets | 23,365 | 30,124 |
TOTAL ASSETS | 1,201,976 | 1,462,063 |
Current Liabilities | ||
Accounts payable | 97,413 | 114,252 |
Customer advances and billings in excess of contract revenue | 71,030 | 82,158 |
Accrued salaries, wages and benefits | 33,886 | 35,655 |
Current portion of warranty reserve | 15,341 | 14,325 |
Short-term debt | 6,160 | 4,903 |
Other current liabilities | 38,209 | 36,466 |
Total Current Liabilities | 262,039 | 287,759 |
Long-term debt | 215,634 | 204,099 |
Long-term deferred tax liabilities | 5,146 | 46,888 |
Long-term portion of warranty reserve | 5,634 | 9,921 |
Accrued pension liabilities | 17,283 | 16,920 |
Other long-term liabilities | 20,504 | 9,396 |
Total Liabilities | 526,240 | 574,983 |
Equity | ||
Common stock, par value $.01 per share — 150,000,000 shares authorized, 30,545,657 and 30,482,252 shares issued and outstanding at December 31, 2015 and 2014, respectively | 305 | 305 |
Additional paid-in capital | 387,100 | 377,209 |
Retained earnings | 308,091 | 511,051 |
Accumulated other comprehensive loss | (24,904) | (8,686) |
Total Chart Industries, Inc. Shareholders’ Equity | 670,592 | 879,879 |
Noncontrolling interests | 5,144 | 7,201 |
Total Equity | 675,736 | 887,080 |
TOTAL LIABILITIES AND EQUITY | $ 1,201,976 | $ 1,462,063 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Outstanding | 30,545,657 | 30,482,252 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares, Issued | 30,545,657 | 30,482,252 |
Allowances for doubtful accounts | $ 6,965 | $ 6,475 |
Common Stock [Member] | ||
Equity | ||
Total Equity | $ 305 | $ 305 |
Common Stock, Shares, Outstanding | 30,545,000 | 30,482,000 |
Additional Paid-in Capital [Member] | ||
Equity | ||
Total Equity | $ 387,100 | $ 377,209 |
Retained Earnings [Member] | ||
Equity | ||
Total Equity | 308,091 | 511,051 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Equity | ||
Total Equity | (24,904) | (8,686) |
Noncontrolling Interest [Member] | ||
Equity | ||
Total Equity | $ 5,144 | $ 7,201 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Sales | $ 1,040,160 | $ 1,192,952 | $ 1,177,438 | ||
Cost of sales | 751,696 | 835,098 | 825,715 | ||
Gross profit | 288,464 | 357,854 | 351,723 | ||
Selling, general and administrative expenses | 200,794 | 201,752 | 196,496 | ||
Amortization expense | 17,333 | 17,945 | 19,230 | ||
Asset impairments | 253,560 | 0 | 0 | ||
Operating expenses, net | 471,687 | 219,697 | 215,726 | ||
Operating (loss) income | (183,223) | [1],[2] | 138,157 | [3],[4] | 135,997 |
Other expenses (income): | |||||
Interest expense, net | 15,971 | 16,631 | 16,275 | ||
Financing costs amortization | 1,290 | 1,392 | 1,306 | ||
Foreign currency loss (gain) | 1,348 | 970 | (242) | ||
Other expenses, net | 18,609 | 18,993 | 17,339 | ||
(Loss) income before income taxes | (201,832) | 119,164 | 118,658 | ||
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Current | 27,087 | 36,340 | 32,903 | ||
Deferred | (24,403) | (248) | (1,607) | ||
Income tax expense, net | 2,684 | 36,092 | 31,296 | ||
Net (loss) income | (204,516) | 83,072 | 87,362 | ||
Noncontrolling interests, net of taxes | (1,556) | 1,208 | 4,186 | ||
Net (loss) income attributable to Chart Industries, Inc. | $ (202,960) | $ 81,864 | $ 83,176 | ||
Net (loss) income attributable to Chart Industries, Inc. per common share: | |||||
Basic | $ (6.66) | [5] | $ 2.69 | [6] | $ 2.75 |
Diluted | $ (6.66) | [5],[7] | $ 2.67 | [6] | $ 2.60 |
Weighted average number of common shares outstanding: | |||||
Basic | 30,493 | 30,384 | 30,209 | ||
Diluted | 30,493 | 30,666 | 31,931 | ||
Retained Earnings [Member] | |||||
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||
Net (loss) income attributable to Chart Industries, Inc. | $ (202,960) | $ 81,864 | $ 83,176 | ||
[1] | Includes asset impairment charges of $255,116 for the year ended December 31, 2015, attributed to E&C - $68,796, D&S - $2,020 , and BioMedical - $184,300. | ||||
[2] | Includes impairment of goodwill and intangible assets totaling $253,560 as described in Note 3, Asset Impairments, to the consolidated financial statements. | ||||
[3] | Includes recovery of $5,003 increasing operating income during the fourth quarter of 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. We continue to pursue recovery for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep in 2012 under our representation and warranty insurance coverage that exists from the acquisition. | ||||
[4] | The BioMedical segment’s operating income included recovery of $5,003 increasing operating income for the year ended December 31, 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. | ||||
[5] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||
[6] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||
[7] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net (loss) income | $ (204,516) | $ 83,072 | $ 87,362 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments | (16,709) | (14,653) | 4,362 |
Defined benefit pension plan: | |||
Actuarial (loss) gain on remeasurement | (1,272) | (11,884) | 10,380 |
Amortization of prior service cost included in net periodic pension expense | 1,429 | 320 | 1,348 |
Defined benefit pension plan | 157 | (11,564) | 11,728 |
Other comprehensive (loss) income, before tax | (16,552) | (26,217) | 16,090 |
Income tax (expense) benefit related to defined benefit pension plan | (54) | 4,173 | (4,265) |
Other comprehensive (loss) income, net of taxes | (16,606) | (22,044) | 11,825 |
Comprehensive (loss) income | (221,122) | 61,028 | 99,187 |
Less: comprehensive loss (income) attributable to noncontrolling interests, net of taxes | 1,944 | (1,172) | (4,330) |
Comprehensive (loss) income attributable to Chart Industries, Inc. | $ (219,178) | $ 59,856 | $ 94,857 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
OPERATING ACTIVITIES | |||
Net (loss) income | $ (204,516) | $ 83,072 | $ 87,362 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 45,448 | 43,176 | 40,389 |
Asset impairments | 255,116 | 0 | 0 |
Interest accretion of convertible notes discount | 11,535 | 10,662 | 9,854 |
Financing costs amortization | 1,290 | 1,392 | 1,306 |
Employee share-based compensation expense | 11,325 | 9,420 | 9,989 |
Unrealized foreign currency transaction loss (gain) | 78 | (1,606) | (3,388) |
Deferred income tax benefit | (24,403) | (248) | (1,607) |
Other non-cash operating activities | 737 | (170) | 4,514 |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 7,195 | 43,079 | (69,287) |
Inventory | 11,988 | (8,150) | (12,679) |
Unbilled contract revenues and other assets | 12,250 | (51,467) | (10,875) |
Accounts payable and other liabilities | (16,293) | 11,660 | (5,259) |
Deferred income taxes | (51) | (3,690) | (793) |
Customer advances and billings in excess of contract revenue | (9,710) | (18,413) | 10,137 |
Net Cash Provided By Operating Activities | 101,989 | 118,717 | 59,663 |
INVESTING ACTIVITIES | |||
Capital expenditures | (47,039) | (62,135) | (72,585) |
Payments for China land use rights | (11,043) | 0 | 0 |
Government grants | 8,650 | 0 | 0 |
Proceeds from sale of assets | 425 | 1,593 | 569 |
Acquisition of businesses, net of cash acquired | (24,517) | (11,943) | (2,965) |
Net Cash Used In Investing Activities | (73,524) | (72,485) | (74,981) |
FINANCING ACTIVITIES | |||
Borrowings on revolving credit facilities | 68,827 | 88,819 | 214,623 |
Repayments on revolving credit facilities | (67,196) | (87,162) | (211,403) |
Payments on long-term debt | 0 | (68,437) | (3,750) |
Payments for debt issuance costs | 0 | (1,321) | 0 |
Payment of contingent consideration | (611) | (741) | 0 |
Proceeds from exercise of stock options | 486 | 763 | 5,335 |
Excess Tax Deficiency from share-based Compensation, Financing Activities | (890) | ||
Excess tax (deficiency) benefit from exercise of stock options | 1,859 | 6,673 | |
Common stock repurchases | (948) | (3,367) | (2,002) |
Dividend distribution to noncontrolling interest | (120) | (1,206) | (1,369) |
Proceeds from (Payments for) Other Financing Activities | (156) | 0 | 0 |
Net Cash (Used In) Provided By Financing Activities | (608) | (70,793) | 8,107 |
Effect of exchange rate changes on cash | (7,805) | (9,128) | 3,058 |
Net increase (decrease) in cash and cash equivalents | 20,052 | (33,689) | (4,153) |
Cash and cash equivalents at beginning of period | 103,656 | 137,345 | 141,498 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 123,708 | $ 103,656 | $ 137,345 |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | $ 11,681,000 | |||||
Shares outstanding, beginning of period at Dec. 31, 2012 | 30,042,000 | |||||
Balance, beginning of period at Dec. 31, 2012 | $ 699,783,000 | $ 300,000 | $ 348,526,000 | $ 346,011,000 | 1,641,000 | $ 3,305,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 87,362,000 | 0 | 0 | |||
Net income attributable to Chart Industries, Inc. | 83,176,000 | 83,176,000 | ||||
Noncontrolling interests, net of taxes | 4,186,000 | 4,186,000 | ||||
Other Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | 144,000 | |||||
Other comprehensive loss | 11,825,000 | |||||
Share-based compensation expense | 9,989,000 | $ 0 | 9,989,000 | |||
Common stock issued from share-based compensation plans, shares | 367,000 | |||||
Common stock issued from share-based compensation plans, amount | 5,339,000 | $ 4,000 | 5,335,000 | |||
Excess tax benefit from exercise of stock options | 6,673,000 | $ 0 | 6,673,000 | |||
Common stock repurchases, shares | (30,000) | |||||
Common stock repurchases, amount | (2,002,000) | $ 0 | (2,002,000) | |||
Convertible notes conversion feature | (56,563,000) | (56,563,000) | ||||
Dividend distribution to noncontrolling interest | (1,369,000) | (1,369,000) | ||||
Acquisition of business, noncontrolling interest | 969,000 | 969,000 | ||||
Other | 14,000 | $ 0 | 14,000 | 0 | ||
Shares outstanding, end of period at Dec. 31, 2013 | 30,379,000 | |||||
Balance, end of period at Dec. 31, 2013 | 762,020,000 | $ 304,000 | 311,972,000 | 429,187,000 | 13,322,000 | 7,235,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (22,008,000) | (22,008,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 83,072,000 | 0 | 0 | |||
Net income attributable to Chart Industries, Inc. | 81,864,000 | 81,864,000 | ||||
Noncontrolling interests, net of taxes | 1,208,000 | 1,208,000 | ||||
Other Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | (36,000) | |||||
Other comprehensive loss | (22,044,000) | |||||
Share-based compensation expense | 9,420,000 | $ 0 | 9,420,000 | |||
Common stock issued from share-based compensation plans, shares | 141,000 | |||||
Common stock issued from share-based compensation plans, amount | 763,000 | $ 1,000 | 762,000 | |||
Excess tax benefit from exercise of stock options | 1,859,000 | $ 0 | 1,859,000 | |||
Common stock repurchases, shares | (38,000) | |||||
Common stock repurchases, amount | (3,367,000) | $ 0 | (3,367,000) | |||
Convertible notes conversion feature | 56,563,000 | 56,563,000 | ||||
Dividend distribution to noncontrolling interest | $ (1,206,000) | (1,206,000) | ||||
Shares outstanding, end of period at Dec. 31, 2014 | 30,482,252 | 30,482,000 | ||||
Balance, end of period at Dec. 31, 2014 | $ 887,080,000 | $ 305,000 | 377,209,000 | 511,051,000 | (8,686,000) | 7,201,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (16,218,000) | (16,218,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | (204,516,000) | 0 | 0 | |||
Net income attributable to Chart Industries, Inc. | (202,960,000) | (202,960,000) | ||||
Noncontrolling interests, net of taxes | (1,556,000) | (1,556,000) | ||||
Other Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | (388,000) | |||||
Other comprehensive loss | (16,606,000) | |||||
Share-based compensation expense | 11,325,000 | $ 0 | 11,325,000 | |||
Common stock issued from share-based compensation plans, shares | 94,000 | |||||
Common stock issued from share-based compensation plans, amount | 486,000 | $ 0 | 486,000 | |||
Deferred Tax Benefit from Share-based compensation | (890,000) | $ 0 | (890,000) | |||
Common stock repurchases, shares | (31,000) | |||||
Common stock repurchases, amount | (948,000) | $ 0 | (948,000) | |||
Dividend distribution to noncontrolling interest | (120,000) | (120,000) | ||||
Other | $ (75,000) | $ 0 | (82,000) | 7,000 | ||
Shares outstanding, end of period at Dec. 31, 2015 | 30,545,657 | 30,545,000 | ||||
Balance, end of period at Dec. 31, 2015 | $ 675,736,000 | $ 305,000 | $ 387,100,000 | $ 308,091,000 | $ (24,904,000) | $ 5,144,000 |
Nature of Operations and Princi
Nature of Operations and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Nature of Operations: Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart” or “we”), is a leading diversified global manufacturer of highly engineered equipment for the industrial gas, energy, and biomedical industries. Chart’s equipment and engineered systems are primarily used for low-temperature and cryogenic applications utilizing our expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The Company has domestic operations located across the United States, including principal executive offices located in Ohio, and an international presence in Asia, Australia, Europe and South America. |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | Nature of Operations and Principles of Consolidation Nature of Operations: Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart” or “we”), is a leading diversified global manufacturer of highly engineered equipment for the industrial gas, energy, and biomedical industries. Chart’s equipment and engineered systems are primarily used for low-temperature and cryogenic applications utilizing our expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The Company has domestic operations located across the United States, including principal executive offices located in Ohio, and an international presence in Asia, Australia, Europe and South America. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Reclassifications: Certain reclassifications have been made to the 2014 consolidated balance sheet and the Goodwill and Intangible Assets note (Note 6) to conform to the 2015 presentation. Also, certain product sales information as reported in 2013 was reclassified to conform to the 2014 presentation within Note 19. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 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. Cash and Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. Accounts Receivable, Net of Allowances: The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. The Company also records allowances for doubtful accounts based on historical experience. When collection of a specific amount due is deemed not probable, the account is written off against the allowance. Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The Company determines inventory valuation reserves based on a combination of factors. In circumstances where the Company is 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. The Company also recognizes reserves based on the actual usage in recent history and projected usage in the near-term. 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 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. Long-lived Assets: The Company monitors its property, plant and equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. If impairment indicators exist, assets are grouped and tested at the lowest level for which identifiable cash flows are available and the Company performs the required analysis and records impairment charges if applicable. In conducting its analysis, the Company compares 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. The Company amortizes intangible assets that have finite lives over their estimated useful lives. See Note 3, Asset Impairments, for more information relating to finite-lived intangible asset impairment losses recorded during 2015. 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. The Company does not amortize goodwill or indefinite-lived intangible assets, but reviews 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 the operating and reportable segments: E&C, D&S and BioMedical. In 2015, the Company utilized the quantitative goodwill impairment test which consists of two steps to determine potential impairment. In the first step (“Step 1”), management estimates the fair value of the reporting units by using 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 Company performs the second step (“Step 2”) of the goodwill impairment test to measure the amount of impairment loss, if any, to recognize. In Step 2, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to the assets and liabilities, other than goodwill, in a hypothetical purchase price allocation. The resulting implied fair value is then compared to the carrying amount of the goodwill and if the carrying amount exceeds the implied fair value, an impairment charge is recorded for the difference. With respect to indefinite-lived intangible assets, the Company first evaluates 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, the Company determines that it is not more likely than not that an indefinite-lived intangible asset is impaired, no further action is necessary. Otherwise, management determines the fair value of indefinite-lived intangible assets by performing a quantitative impairment assessment comparing the indefinite-lived intangible asset’s fair value to its carrying amount. The Company may bypass such a qualitative assessment and proceed directly to the quantitative assessment. Management estimates the fair value of 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. See Note 3, Asset Impairments, and Note 6, Goodwill and Intangible Assets, for more information relating to goodwill and indefinite-lived intangible assets and the asset impairment charges recorded during 2015. Convertible Debt: The Company determined that the embedded conversion feature within the Company’s 2.0% Convertible Senior Subordinated Notes due 2018 (the “Convertible Notes”) was clearly and closely related to the Company’s common stock and therefore exempt from separate accounting treatment. Convertible Notes exempt from derivative accounting are recognized by bifurcating the principal balance into a liability component and an equity component where the fair value of the liability component is estimated by calculating the present value of its cash flows discounted at an interest rate that the Company would have received for similar debt instruments that have no conversion rights (the “straight-debt rate”), and the equity component is the residual amount, net of tax, which creates a discount on the Convertible Notes. The Company recognizes non-cash interest accretion expense related to the carrying amount of the Convertible Notes which is accreted back to its principal amount over the expected life of the debt, which is also the stated life of the debt. 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, the Company reviews the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitors the financial condition of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the E&C segment, the Company requires advance payments, letters of credit, bankers’ acceptances and other such guarantees of payment. Certain customers also require the Company to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. Derivative Financial Instruments: The Company utilizes certain derivative financial instruments to enhance its 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. The Company does not enter into contracts for speculative purposes, nor is it a party to any leveraged derivative instrument. The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases and certain intercompany 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 Japanese yen, the Czech koruna, the Australian dollar, the Norwegian krone, the Canadian dollar and the Chinese yuan. The Company’s 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 current liabilities or assets. Changes in their fair value are recorded in the consolidated statements of income as foreign currency gains or losses. The Company’s foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined in Note 11. Gains or losses on settled or expired contracts are recorded in the consolidated statements of income as foreign currency gains or losses. Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company estimates product warranty costs and accrues 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. Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations, engineered tanks and commercial oxygen generation systems, the Company primarily uses the percentage of completion method of accounting. Earned revenue is based on the percentage of incurred costs to date compared to 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. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Pre-contract costs relate primarily to salaries and benefits incurred to support the selling effort and are expensed as incurred. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage of incurred costs to date compared to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors, but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Incentive-fee revenue is not recognized until it is earned. The Company reports sales net of tax assessed by governmental authorities. 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 operations. Selling, General and Administrative (“SG&A”) Expenses: SG&A expenses include selling, marketing, customer service, product management, design engineering, and other administrative expenses not directly supporting the manufacturing process as well as depreciation and amortization 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, risk management and share-based compensation expense. Shipping and Handling Costs: 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 operations. Shipping revenue of $11,592 , $8,855 and $12,213 for the years ended December 31, 2015, 2014 and 2013 , respectively, are included in sales. Shipping costs of $15,245 , $15,913 , and $15,927 for the years ended December 31, 2015, 2014 and 2013 , respectively, are included in cost of sales. Advertising Costs: The Company incurred advertising costs of $5,074 , $3,914 and $4,515 for the years ended December 31, 2015, 2014 and 2013 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Research and Development Costs: The Company incurred research and development costs of $15,842 , $15,588 and $14,941 for the years ended December 31, 2015, 2014 and 2013 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Foreign Currency Translation: The functional currency for the majority of the Company’s 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 a weighted-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 (loss) income. Remeasurement from local to functional currencies is included in cost of goods sold or foreign currency loss (gain) on the consolidated statements of income. Gains or losses resulting from foreign currency transactions are charged to operations 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. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that the Company changes its 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. The Company utilizes 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 on the consolidated statements of income. Share-based Compensation: The Company measures share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock and restricted stock units, performance units, and leveraged restricted share 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 the Company’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 the Company’s market price on the date of grant and pre-determined performance conditions as determined by the Compensation Committee of the Board of Directors and is recognized on straight-line basis over the performance measurement period based on the probability that the performance conditions will be achieved. The Company reassesses the vesting probability of performance units each reporting period and adjusts share-based compensation expense based on the Company’s probability assessment. The fair value of leveraged restricted share units is based on market conditions and calculated using a Monte Carlo simulation model and is recognized straight-line over the vesting period. Share-based compensation expense for all awards considers estimated forfeitures. During the year, the Company 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 subsequently retired during the period in which they occur. Defined Benefit Pension Plan: The Company sponsors a defined benefit plan which is frozen, which covers certain U.S. employees. 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. The Company’s 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. Recent Accounting Standards: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, “Leases (Topic 842).” The FASB issued the update to require the recognition of lease assets and lease liabilities on the balance sheet of lessees. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In January 2015, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. Except for certain early application guidance provided in the ASU, early adoption is not permitted. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The amendments require an entity to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The Company adopted this guidance prospectively as of December 31, 2015 as reflected in the consolidated balance sheet. Adoption had no impact on the Company’s results of operations. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” The amendments require an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within such fiscal years. Early adoption is permitted. The Company early adopted this guidance, and its adoption did not have a material impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” The amendments require an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments do not apply to inventory that is measured using the last-in, first-out cost method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. This ASU is effective for fiscal years beginning after December 15, 2016. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In April 2015, the FASB issued ASU 2015-03, “Interest–Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” The amendments require an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, which states that the Securities and Exchange Commission (“SEC”) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU is effective for fiscal years beginning after December 15, 2015 and interim reporting periods within those fiscal years. The new guidance will be applied retrospectively to each prior period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The amendments require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of the new standard by one year. As a result, the standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. The ASU allows full retrospective or modified retrospective adoption. Early adoption is permitted as of fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The Company is currently assessing the transition method and effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. |
Reclassifications [Text Block] | Certain reclassifications have been made to the 2014 consolidated balance sheet and the Goodwill and Intangible Assets note (Note 6) to conform to the 2015 presentation. Also, certain product sales information as reported in 2013 was reclassified to conform to the 2014 presentation within Note 19. |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | Nature of Operations and Principles of Consolidation Nature of Operations: Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart” or “we”), is a leading diversified global manufacturer of highly engineered equipment for the industrial gas, energy, and biomedical industries. Chart’s equipment and engineered systems are primarily used for low-temperature and cryogenic applications utilizing our expertise in cryogenic systems and equipment, which operate at low temperatures sometimes approaching absolute zero (0 kelvin; -273° Centigrade; -459° Fahrenheit). The Company has domestic operations located across the United States, including principal executive offices located in Ohio, and an international presence in Asia, Australia, Europe and South America. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Reclassifications: Certain reclassifications have been made to the 2014 consolidated balance sheet and the Goodwill and Intangible Assets note (Note 6) to conform to the 2015 presentation. Also, certain product sales information as reported in 2013 was reclassified to conform to the 2014 presentation within Note 19. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 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. Cash and Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. Accounts Receivable, Net of Allowances: The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. The Company also records allowances for doubtful accounts based on historical experience. When collection of a specific amount due is deemed not probable, the account is written off against the allowance. Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The Company determines inventory valuation reserves based on a combination of factors. In circumstances where the Company is 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. The Company also recognizes reserves based on the actual usage in recent history and projected usage in the near-term. 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 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. Long-lived Assets: The Company monitors its property, plant and equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. If impairment indicators exist, assets are grouped and tested at the lowest level for which identifiable cash flows are available and the Company performs the required analysis and records impairment charges if applicable. In conducting its analysis, the Company compares 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. The Company amortizes intangible assets that have finite lives over their estimated useful lives. See Note 3, Asset Impairments, for more information relating to finite-lived intangible asset impairment losses recorded during 2015. 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. The Company does not amortize goodwill or indefinite-lived intangible assets, but reviews 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 the operating and reportable segments: E&C, D&S and BioMedical. In 2015, the Company utilized the quantitative goodwill impairment test which consists of two steps to determine potential impairment. In the first step (“Step 1”), management estimates the fair value of the reporting units by using 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 Company performs the second step (“Step 2”) of the goodwill impairment test to measure the amount of impairment loss, if any, to recognize. In Step 2, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to the assets and liabilities, other than goodwill, in a hypothetical purchase price allocation. The resulting implied fair value is then compared to the carrying amount of the goodwill and if the carrying amount exceeds the implied fair value, an impairment charge is recorded for the difference. With respect to indefinite-lived intangible assets, the Company first evaluates 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, the Company determines that it is not more likely than not that an indefinite-lived intangible asset is impaired, no further action is necessary. Otherwise, management determines the fair value of indefinite-lived intangible assets by performing a quantitative impairment assessment comparing the indefinite-lived intangible asset’s fair value to its carrying amount. The Company may bypass such a qualitative assessment and proceed directly to the quantitative assessment. Management estimates the fair value of 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. See Note 3, Asset Impairments, and Note 6, Goodwill and Intangible Assets, for more information relating to goodwill and indefinite-lived intangible assets and the asset impairment charges recorded during 2015. Convertible Debt: The Company determined that the embedded conversion feature within the Company’s 2.0% Convertible Senior Subordinated Notes due 2018 (the “Convertible Notes”) was clearly and closely related to the Company’s common stock and therefore exempt from separate accounting treatment. Convertible Notes exempt from derivative accounting are recognized by bifurcating the principal balance into a liability component and an equity component where the fair value of the liability component is estimated by calculating the present value of its cash flows discounted at an interest rate that the Company would have received for similar debt instruments that have no conversion rights (the “straight-debt rate”), and the equity component is the residual amount, net of tax, which creates a discount on the Convertible Notes. The Company recognizes non-cash interest accretion expense related to the carrying amount of the Convertible Notes which is accreted back to its principal amount over the expected life of the debt, which is also the stated life of the debt. 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, the Company reviews the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitors the financial condition of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the E&C segment, the Company requires advance payments, letters of credit, bankers’ acceptances and other such guarantees of payment. Certain customers also require the Company to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. Derivative Financial Instruments: The Company utilizes certain derivative financial instruments to enhance its 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. The Company does not enter into contracts for speculative purposes, nor is it a party to any leveraged derivative instrument. The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases and certain intercompany 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 Japanese yen, the Czech koruna, the Australian dollar, the Norwegian krone, the Canadian dollar and the Chinese yuan. The Company’s 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 current liabilities or assets. Changes in their fair value are recorded in the consolidated statements of income as foreign currency gains or losses. The Company’s foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined in Note 11. Gains or losses on settled or expired contracts are recorded in the consolidated statements of income as foreign currency gains or losses. Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company estimates product warranty costs and accrues 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. Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations, engineered tanks and commercial oxygen generation systems, the Company primarily uses the percentage of completion method of accounting. Earned revenue is based on the percentage of incurred costs to date compared to 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. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Pre-contract costs relate primarily to salaries and benefits incurred to support the selling effort and are expensed as incurred. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage of incurred costs to date compared to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors, but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Incentive-fee revenue is not recognized until it is earned. The Company reports sales net of tax assessed by governmental authorities. 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 operations. Selling, General and Administrative (“SG&A”) Expenses: SG&A expenses include selling, marketing, customer service, product management, design engineering, and other administrative expenses not directly supporting the manufacturing process as well as depreciation and amortization 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, risk management and share-based compensation expense. Shipping and Handling Costs: 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 operations. Shipping revenue of $11,592 , $8,855 and $12,213 for the years ended December 31, 2015, 2014 and 2013 , respectively, are included in sales. Shipping costs of $15,245 , $15,913 , and $15,927 for the years ended December 31, 2015, 2014 and 2013 , respectively, are included in cost of sales. Advertising Costs: The Company incurred advertising costs of $5,074 , $3,914 and $4,515 for the years ended December 31, 2015, 2014 and 2013 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Research and Development Costs: The Company incurred research and development costs of $15,842 , $15,588 and $14,941 for the years ended December 31, 2015, 2014 and 2013 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Foreign Currency Translation: The functional currency for the majority of the Company’s 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 a weighted-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 (loss) income. Remeasurement from local to functional currencies is included in cost of goods sold or foreign currency loss (gain) on the consolidated statements of income. Gains or losses resulting from foreign currency transactions are charged to operations 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. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that the Company changes its 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. The Company utilizes 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 on the consolidated statements of income. Share-based Compensation: The Company measures share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock and restricted stock units, performance units, and leveraged restricted share 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 the Company’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 the Company’s market price on the date of grant and pre-determined performance conditions as determined by the Compensation Committee of the Board of Directors and is recognized on straight-line basis over the performance measurement period based on the probability that the performance conditions will be achieved. The Company reassesses the vesting probability of performance units each reporting period and adjusts share-based compensation expense based on the Company’s probability assessment. The fair value of leveraged restricted share units is based on market conditions and calculated using a Monte Carlo simulation model and is recognized straight-line over the vesting period. Share-based compensation expense for all awards considers estimated forfeitures. During the year, the Company 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 subsequently retired during the period in which they occur. Defined Benefit Pension Plan: The Company sponsors a defined benefit plan which is frozen, which covers certain U.S. employees. 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. The Company’s 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. Recent Accounting Standards: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, “Leases (Topic 842).” The FASB issued the update to require the recognition of lease assets and lease liabilities on the balance sheet of lessees. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In January 2015, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. Except for certain early application guidance provided in the ASU, early adoption is not permitted. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The amendments require an entity to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The Company adopted this guidance prospectively as of December 31, 2015 as reflected in the consolidated balance sheet. Adoption had no impact on the Company’s results of operations. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” The amendments require an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within such fiscal years. Early adoption is permitted. The Company early adopted this guidance, and its adoption did not have a material impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” The amendments require an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments do not apply to inventory that is measured using the last-in, first-out cost method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. This ASU is effective for fiscal years beginning after December 15, 2016. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In April 2015, the FASB issued ASU 2015-03, “Interest–Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” The amendments require an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, which states that the Securities and Exchange Commission (“SEC”) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU is effective for fiscal years beginning after December 15, 2015 and interim reporting periods within those fiscal years. The new guidance will be applied retrospectively to each prior period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The amendments require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of the new standard by one year. As a result, the standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. The ASU allows full retrospective or modified retrospective adoption. Early adoption is permitted as of fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The Company is currently assessing the transition method and effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. |
Asset Impairments (Notes)
Asset Impairments (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Asset Impairments [Abstract] | |
Asset Impairment Charges [Text Block] | Asset Impairments The following table summarizes information about the impairment charges recorded in 2015. These charges relate to non-financial assets that were measured at fair value on a non-recurring basis using level 3 inputs according to the fair value hierarchy as described further in Note 11, Fair Value Measurements. Year ended December 31, 2015 Goodwill and Indefinite-lived Intangible Assets Finite-lived Intangible Assets Property, Plant & Equipment Total Energy & Chemicals $ 65,023 $ — $ 3,773 $ 68,796 Distribution & Storage (1) 316 — 1,704 2,020 BioMedical 142,333 38,083 3,884 184,300 Consolidated $ 207,672 $ 38,083 $ 9,361 $ 255,116 (1) Asset impairments of $1,556 were included in cost of sales on the consolidated statement of operations for the year ended December 31, 2015. Goodwill and Indefinite-lived Intangible Assets The Company recorded goodwill and indefinite-lived asset impairment charges in the fourth quarter of 2015 as management concluded that the goodwill and certain indefinite-lived intangible assets within certain reporting units were impaired. The total goodwill and indefinite-lived intangible asset impairment charges were $207,672 . Management prepares its annual forecast mid-November through December each year. As the 2016 forecast was developed, management considered several factors when assessing the outlook for 2016 and beyond. Because of those factors, management revised its forecasts down significantly which led to the impairment charges described below. In addition to the items considered for each reporting unit below, management also considered the sustained decline in the Company’s market capitalization. The Company’s stock price was $95.64 on December 31, 2013, $34.20 on December 31, 2014 and $17.96 on December 31, 2015. Goodwill and indefinite-lived intangible assets within the E&C reporting unit were impaired $65,023 as a result of revised estimates developed during the Company’s annual forecasting process. The revised estimates were the result of the following: 1) continued significant decline in energy prices during the fourth quarter which led to a significant reduction in expected order levels as Liquefied Natural Gas (“LNG”) projects were cancelled or deferred, which impacts our longer-term forecasts; 2) in late 2015, the Company received notification of delays in major projects from several large customers; and 3) concerns with global growth, recent negative macroeconomic developments and highly competitive market conditions. Indefinite-lived intangible assets within the D&S reporting unit were impaired $316 as a result of revised estimates developed during our annual forecasting process. Goodwill and indefinite-lived intangible assets within the BioMedical reporting unit were impaired $142,333 as a result of revised estimates developed during our annual forecasting process. The revised estimates were the result of the following: 1) realization that the effects of Medicare competitive bidding, including the reduction of reimbursement rates and the subsequent consolidation of our customers, can no longer be considered temporary and will have lasting negative impacts on the growth of the homecare industry and their suppliers; 2) increased rivalry with competitive technology; and 3) concerns with global growth and recent negative macroeconomic developments. Long-lived Asset Impairments During the fourth quarter of 2015, the Company identified impairment indicators described above in the Goodwill and Indefinite-Lived Intangible Assets section that suggest the carrying values of certain asset groups within each reporting unit may not be recoverable. The primary indicators include projections of future cash flows and the associated impact on the long-range strategic plan forecasts, lower than expected cash flows attributed to certain asset groups, increased competition, the continued decline in energy prices, and the Company's lower market capitalization. As a result of the long-lived asset impairment assessments performed, we recorded long-lived asset impairments described further below. The BioMedical long-lived asset impairment charges were due to declines in estimated fair value resulting from reductions in expected future cash flows associated with the respiratory product lines. The E&C long-lived asset impairment charges were due to reductions in expected future cash flows associated with certain assets in China. Finite-lived Intangible Assets: The Company recorded impairment charges of $38,083 related to finite-lived intangible assets in its BioMedical reporting unit, attributed to customer relationships – $15,667 and unpatented technology – $22,417 . Property, Plant & Equipment: As a result of long-lived asset impairment assessments performed in the fourth quarter of 2015, the Company recorded long-lived asset impairment charges for certain tangible property, plant and equipment of $7,657 ; $3,773 attributed to E&C and $3,884 attributed to BioMedical. Additionally, as a result of restructuring activities earlier in the year within the D&S segment, the Company recorded $1,704 of asset impairment charges to record certain property, plant and equipment at fair value. |
Inventories (Notes)
Inventories (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories The following table summarizes the components of inventory: December 31, 2015 2014 Raw materials and supplies $ 76,680 $ 94,437 Work in process 33,721 35,631 Finished goods 88,901 85,657 Total inventories, net $ 199,302 $ 215,725 The allowance for excess and obsolete inventory balance at December 31, 2015 and 2014 was $11,269 and $5,233 , respectively. The increase in the allowance is due to certain inventories located in China. |
Property, Plant and Equipment (
Property, Plant and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment Disclosure [Text Block] | Property, Plant and Equipment The following table summarizes the components of property, plant and equipment: December 31, Classification Estimated Useful Life 2015 2014 Land and buildings 20-35 years $ 164,181 $ 161,986 Machinery and equipment 3-12 years 163,200 165,379 Computer equipment, furniture and fixtures 3-7 years 33,993 34,866 Construction in process 52,815 23,626 Total property, plant and equipment, gross 414,189 385,857 Less: accumulated depreciation (147,912 ) (128,212 ) Total property, plant and equipment, net $ 266,277 $ 257,645 Depreciation expense was $28,115 , $25,231 and $21,159 for the years ended December 31, 2015, 2014 and 2013 , respectively. Included in construction in progress at December 31, 2015 is $45,900 related to the plant expansion in Changzhou, China. Included in property, plant & equipment and accounts payable in the consolidated balance sheet at December 31, 2015 is $6,791 related to property purchases which were unpaid at December 31, 2015. See Note 3, Asset Impairments, for information regarding property, plant and equipment impaired in 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Line Items] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets During the annual assessment of goodwill, management determined that it was more likely than not that the fair value was less than the carrying amount of certain reporting units and, therefore, the two-step goodwill impairment test was necessary. Additionally, management quantitatively evaluated indefinite-lived intangible assets as part of the impairment testing. Furthermore, management identified indicators of impairment on certain finite-lived intangible assets which were evaluated for impairment. As a result of these evaluations, the Company recorded goodwill, intangible asset and long-lived asset impairment charges in the fourth quarter of 2015 as management concluded that certain assets within each reporting unit were impaired. See Note 3 Asset Impairments for further information related to the impairment charges recorded. Goodwill The following table presents the changes in goodwill: December 31, 2015 2014 Beginning balance $ 405,522 $ 398,905 Foreign currency translation adjustments and other (1,887 ) (2,676 ) Goodwill acquired during the year 10,601 9,293 Impairment loss (195,846 ) — Ending balance $ 218,390 $ 405,522 Accumulated goodwill impairment loss $ 195,846 $ — 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, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets: Unpatented technology $ 8,530 $ (2,660 ) $ 35,933 $ (6,979 ) Patents 7,770 (6,753 ) 7,809 (6,213 ) Trademarks and trade names 10,052 (6,886 ) 8,981 (6,206 ) Non-compete agreements — — 421 (88 ) Customer relationships 138,223 (90,180 ) 154,945 (84,776 ) Land use rights 13,484 (567 ) 2,588 (411 ) Total finite-lived intangible assets $ 178,059 $ (107,046 ) $ 210,677 $ (104,673 ) Indefinite-lived intangible assets: Trademarks and trade names $ 35,701 $ 47,662 _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. Amortization expense for intangible assets subject to amortization was $17,333 , $17,945 and $19,230 for the years ended December 31, 2015, 2014 and 2013 , respectively. After consideration for the impairment losses recorded into 2015, the Company estimates amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2016 $ 12,000 2017 10,800 2018 9,800 2019 9,800 2020 8,500 Government Grants The Company received $8,650 in government grants related to property, plant and equipment and land use rights related to the expansion in China. The grants are recorded in other current liabilities and other long-term liabilities in the consolidated balance sheets and recognized into income over the useful life of the associated assets ( 20 to 50 years). |
Debt And Credit Arrangements
Debt And Credit Arrangements | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt And Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of the Company’s borrowings: December 31, 2015 2014 Convertible notes, due August 2018, effective interest rate of 7.9% $ 215,634 $ 204,099 Foreign facilities 6,160 4,903 Total debt 221,794 209,002 Less: current maturities (6,160 ) (4,903 ) Long-term debt $ 215,634 $ 204,099 _______________ Convertible Notes The outstanding aggregate principal amount of the Company’s Convertible Notes is $250,000 . The Convertible Notes bear interest at a fixed rate of 2.0% per year, payable semiannually in arrears on February 1 and August 1 of each year, and will mature on August 1, 2018. The effective interest rate at issuance was 7.9% . The Convertible Notes are senior subordinated unsecured obligations of the Company and are not guaranteed by any of the Company’s subsidiaries. The Convertible Notes are senior in right of payment to the Company’s future subordinated debt, equal in right of payment with the Company’s future senior subordinated debt and are subordinated in right of payment to the Company’s existing and future senior indebtedness, including indebtedness under the Company’s existing credit agreement. In connection with the issuance of the Convertible Notes, the Company entered into privately-negotiated convertible note hedge and capped call transactions with affiliates of certain of the underwriters (the “Option Counterparties”). The convertible note hedge and capped call transactions relate to, collectively, 3,622 shares, which represents the number of shares of the Company’s common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. These convertible note hedge and capped call transactions are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of the Convertible Notes and/or reduce the Company’s exposure to potential cash or stock payments that may be required upon conversion of the Convertible Notes, except, in the case of the capped call transactions, to the extent that the market price per share of the Company’s common stock exceeds the cap price of the capped call transactions. The Company also entered into separate warrant transactions with the Option Counterparties initially relating to the number of shares of the Company’s common stock underlying the convertible note hedge transactions, subject to customary anti-dilution adjustments. The warrant transactions will have a dilutive effect with respect to the Company’s common stock to the extent that the price per share of the Company common stock exceeds the strike price of the warrants unless the Company elects, subject to certain conditions, to settle the warrants in cash. These warrants were exercisable as of the issuance date of the Convertible Notes. The cap price of the capped call transactions and the strike price of the warrant transactions was initially $84.96 per share. Proceeds received from the issuance of the warrants totaled approximately $48,848 and were recorded as an addition to additional paid-in-capital. The net cost of the convertible note hedge and capped call transactions, taking into account the proceeds from the issuance of the warrants, was approximately $17,638 . In accordance with ASC 815, contracts are initially classified as equity if (1) the contract requires physical settlement or net-share settlement, or (2) the contract gives the entity a choice of net-cash settlement in its own shares (physical settlement or net-share settlement). The Company concluded that the settlement terms of the convertible note hedge, capped call and warrant transactions permit net-share settlement. As such, the convertible note hedge, capped call and warrant transactions were recorded in equity. Upon issuance of the Convertible Notes, the Company bifurcated the $250,000 principal balance of the Convertible Notes into a liability component of $170,885 , which was recorded as long-term debt, and an equity component of $79,115 , which was initially recorded as additional paid-in-capital. The liability component was recognized at the present value of its associated cash flows using a 7.9% straight-debt rate which represented the Company’s interest rate for similar debt instruments at that time without a conversion feature and is being accreted to interest expense over the term of the Convertible Notes. At December 31, 2015 and 2014 , the carrying amount of the liability component was $215,634 and $204,099 , respectively, and the unamortized debt discount of the Convertible Notes was $34,366 and $45,901 , respectively. For the years ended December 31, 2015 , 2014 and 2013 , interest expense for the Convertible Notes was $16,535 , $15,662 and $14,854 , respectively, which included $11,535 , $10,662 and $9,854 of non-cash interest accretion expense related to the carrying amount of the Convertible Notes, respectively, and $5,000 of 2.0% cash interest in each year. In accordance with ASC 470-20, which requires issuers to separately account for the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, the Company allocated debt issuance costs to the liability and equity components in proportion to their allocated value. Debt issuance costs were $7,277 , with $2,303 recorded as a reduction in additional paid-in-capital. The remaining balance of $4,974 is being amortized over the term of the Convertible Notes. Total expense associated with the amortization of these debt issuance costs was $711 in each of the years ended December 31, 2015 , 2014 and 2013 . Prior to May 1, 2018, the Convertible Notes will be convertible at the option of the holders thereof only under the following circumstances: (1) during any fiscal quarter commencing after September 30, 2011 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price (currently $69.03 ) for the Convertible Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “Measurement Period”) in which, as determined following a request by a holder of Convertible Notes as provided in the bond indenture (the “Indenture”), the trading price per $1,000 principal amount of Convertible Notes for each trading day of such Measurement Period was less than 97% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate for the Convertible Notes on each such trading day; or (3) upon the occurrence of specified corporate events pursuant to the terms of the Indenture. On or after May 1, 2018, until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Notes, holders of the Convertible Notes may convert their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. It is the Company’s intention to settle any excess conversion value in shares of the Company’s common stock. The conversion rate on the Convertible Notes will be subject to adjustment upon the occurrence of certain events, but will not be adjusted for any accrued and unpaid interest. In addition, following the occurrence of a make-whole fundamental change, the Company will, in certain circumstances, increase the conversion rate for a holder that converts its Convertible Notes in connection with such make-whole fundamental change. The Company may not redeem the Convertible Notes prior to maturity. If the Company undergoes a fundamental change, subject to certain conditions, holders may require the Company to purchase the Convertible Notes in whole or in part for cash at a fundamental change purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. For purposes of calculating earnings per share, if the average market price of the Company’s common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the Convertible Notes will have a dilutive effect with respect to the Company’s common stock. The Company reassesses the convertibility of the Convertible Notes and the related balance sheet classification on a quarterly basis. As of December 31, 2015 and December 31, 2014, events for early conversion were not met, and thus the Convertible Notes were not convertible as of and for the fiscal quarter beginning January 1, 2016 or January 1, 2015, respectively. There have been no conversions as of the date of this filing. Senior Secured Revolving Credit Facility The Company has a five -year $450,000 senior secured revolving credit facility (the “SSRCF”) which matures on October 29, 2019. The SSRCF includes a $25,000 sub-limit for the issuance of swingline loans and a $100,000 sub-limit to be used for letters of credit. There is a foreign currency limit of $100,000 under the SSRCF which can be used for foreign currency denominated letters of credit and borrowings in a foreign currency, in each case in currencies agreed upon with the lenders. In addition, the facility permits borrowings up to $100,000 made by the Company’s wholly-owned subsidiaries, Chart Industries Luxembourg S.à r.l. (“Chart Luxembourg”) and Chart Asia Investment Company Limited (“Chart Asia”). The SSRCF also includes an expansion option permitting the Company to add up to an aggregate $200,000 in term loans or revolving credit commitments from its lenders. The Company recorded $2,869 in deferred debt issuance costs associated with the SSRCF which are being amortized over the five-year term of the SSRCF. For the years ended December 31, 2015 , 2014 and 2013 , total expense associated with the amortization of theses debt issuance costs was $579, $586 and $595, respectively. Revolving loans under the SSRCF bear interest, at the applicable Borrower’s election, at either LIBOR or the greatest of (a) the JPMorgan prime rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% or (c) the Adjusted LIBOR Rate (as defined in the SSRCF) for the relative interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1% (the “Adjusted Base Rate”), plus a margin that varies with the Company’s leverage ratio. In addition, the Company is required to pay a commitment fee of between 0.25% and 0.40% of the unused revolver balance and a letter of credit participation fee equal to the daily aggregate letter of credit exposure at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings (ranging from 1.5% to 2.75% , depending on the leverage ratio calculated at each fiscal quarter end). A fronting fee must be paid on each letter of credit that is issued equal to 0.125% per annum of the stated dollar amount of the letter of credit. Significant financial covenants for the SSRCF include a minimum liquidity requirement equal to the principal amount of the Convertible Notes outstanding six months prior to the maturity date of the Convertible Notes and when holders of the Convertible Notes have the option to require the Company to repurchase the Convertible Notes, a maximum leverage ratio of 3.25 and a minimum interest coverage to EBITDA ratio of 3.0. The required leverage ratio can be relaxed on up to two occasions, upon notification to the lenders, to 3.75 for up to four consecutive fiscal quarters, for acquisitions and plant expansions of $100,000 or greater. The SSRCF contains a number of other customary covenants including, but not limited to, restrictions on the Company’s 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, 2015 , the Company was in compliance with all covenants. At December 31, 2015 , there were no borrowings outstanding under the SSRCF. The Company had $28,683 in letters of credit issued and bank guarantees supported by the SSRCF, which had availability of $421,317 at December 31, 2015 . The obligations under the SSRCF are guaranteed by the Company and substantially all of its U.S. subsidiaries and secured by substantially all of the assets of the Company and its U.S. subsidiaries and 65% of the capital stock of the Company’s material non-U.S. subsidiaries (as defined by the SSRCF) that are owned by U.S. subsidiaries. Foreign Facilities – China Chart Cryogenic Engineering Systems (Changzhou) Company Limited (“CCESC”), Chart Energy & Chemicals Wuxi Co., Ltd. (“Wuxi”) and Chart Biomedical (Chengdu) Co. Ltd. (“Chengdu”), wholly-owned subsidiaries of the Company, and Chart Cryogenic Distribution Equipment (Changzhou) Company Limited (“CCDEC”), a joint venture of the Company, maintain joint banking facilities (the “China Facilities”) which include a revolving line with 50.0 million Chinese yuan (equivalent to $7,700 ) in borrowing capacity which can be utilized for either revolving loans, bonds/guarantees, or bank draft acceptances. Any borrowings made by CCESC, CCDEC, Chengdu or Wuxi under the China Facilities are guaranteed by the Company. At December 31, 2015 , there was 30.0 million Chinese yuan (equivalent to $4,620 ) outstanding under the revolving line, bearing interest at 5.4% on a weighted-average basis, and CCESC, CCDEC and Wuxi had 4.7 million Chinese yuan (equivalent to $722 ), 5.3 million Chinese yuan (equivalent to $813 ) and 0.6 million Chinese yuan (equivalent to $86 ) in bank guarantees, respectively. CCDEC maintains a credit facility whereby CCDEC may borrow up to 40.0 million Chinese yuan (equivalent to $6,160 ) for working capital purposes. This credit facility is effective until June 30, 2016. At December 31, 2015 , there was 10.0 million Chinese yuan (equivalent to $1,540 ) outstanding under this facility, bearing interest at 5.7% . CCESC maintains a credit facility whereby CCESC may borrow up to 38.0 million Chinese yuan (equivalent to $5,852 ) for working capital purposes. This credit facility is effective until July 5, 2016. There were no borrowings under this facility as of December 31, 2015 . CCESC maintains an unsecured credit facility whereby CCESC may borrow up to 30.0 million Chinese yuan (equivalent to $4,620 ) for working capital and bank guarantee purposes. This credit facility is effective until June 30, 2016. There were no borrowings under this facility at December 31, 2015 . Foreign Facilities – Europe Chart Ferox, a.s. (“Ferox”), a wholly-owned subsidiary of the Company, maintains two secured credit facilities with capacity of up to 175.0 million Czech koruna (equivalent to $7,050 ). Both of the facilities allow Ferox to request bank guarantees and letters of credit. Neither of the facilities allows revolving credit borrowings. Under both facilities, Ferox must pay letter of credit and guarantee fees equal to 0.70% per annum on the face amount of each guarantee or letter of credit. Ferox’s land and buildings secure the credit facilities. As of December 31, 2015 , there were bank guarantees of 20.4 million Czech koruna (equivalent to $822 ) supported by the Ferox credit facilities. Chart Luxembourg maintains an overdraft facility with $5,000 in borrowing capacity. There were no borrowings under the Chart Luxembourg facility as of December 31, 2015 . Scheduled Annual Maturities The scheduled annual maturities of long-term debt at December 31, 2015 , are as follows: Year Amount 2016 $ 6,160 2017 — 2018 250,000 Total $ 256,160 Cash paid for interest during the years ended December 31, 2015, 2014 and 2013 was $5,113 , $6,838 and $7,233 , respectively. Fair Value Disclosures The fair value of the Convertible Notes was approximately 88% of their par value as of December 31, 2015 and approximately 95% of their par value as of December 31, 2014 . The Convertible Notes are actively quoted instruments and, accordingly, the fair value of the Convertible Notes was determined using Level 1 inputs as defined in Note 10. |
Financial Instruments and Deriv
Financial Instruments and Derivative Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative [Line Items] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Financial Instruments and Derivative Financial Instruments Concentrations of Credit Risks: The Company sells its products to gas producers, distributors and end-users across the industrial gas, hydrocarbon, chemical processing, respiratory therapy and life sciences industries in countries all over the world. Approximately 51% , 53% and 59% of sales were to foreign countries in 2015, 2014 and 2013 , respectively. No single customer exceeded ten percent of consolidated sales in 2015, 2014 and 2013 . Sales to the Company’s top ten customers accounted for 36% , 34% and 37% of consolidated sales in 2015, 2014 and 2013 , respectively. The Company’s sales to particular customers fluctuate from period to period, but the large industrial gas producer and distributor customers of the Company tend to be a consistently large source of revenue for the Company. The Company is also subject to concentrations of credit risk with respect to its cash and cash equivalents and forward foreign currency exchange contracts. To minimize credit risk from these financial instruments, the Company enters into arrangements with major banks and other quality financial institutions and invests only in high-quality instruments. The Company does not expect any counterparties to fail to meet their obligations in this area. The changes in fair value with respect to the Company’s foreign currency forward contracts generated net gains of $2,673 and $2,670 for the years ended December 31, 2015 and 2014 , respectively and a net loss of $2,940 for the year ended December 2013 . |
Product Warranties (Notes)
Product Warranties (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Product Warranties [Abstract] | |
Product Warranty Disclosure [Text Block] | Product Warranties The Company provides product warranties with varying terms and durations for the majority of its products. The Company estimates its warranty reserve by considering historical and projected warranty claims, historical and projected cost-per-claim and knowledge of specific product issues that are outside its typical experience. The Company records warranty expense in cost of sales in the consolidated statement of operations. Product warranty claims not expected to occur within one year are recorded in the long-term portion of the warranty reserve in the consolidated balance sheets. The following table represents changes in the Company’s consolidated warranty reserve: Year Ended December 31, 2015 2014 2013 Beginning balance $ 24,246 $ 33,827 $ 44,486 Warranty expense 16,705 14,463 17,486 Warranty usage (19,976 ) (24,044 ) (28,359 ) Acquired warranty reserves — — 214 Ending balance $ 20,975 $ 24,246 $ 33,827 As a result of the BioMedical segment’s acquisition of AirSep Corporation (“AirSep”) in August 2012, the Company assumed exposure for warranty claims for AirSep’s various product lines. One of these product lines in particular experienced high failure rates with respect to certain of its models and designs as compared to AirSep’s other products. The Company established a warranty reserve on AirSep’s opening balance sheet to account for the cost of satisfying future warranty claims, including a separately calculated warranty reserve for those certain models and designs in the product line that experienced greater warranty return rates (collectively, the “acquired warranty reserve”). The Company has experienced a significant number of warranty claims as AirSep products sold in prior periods run through their respective warranty periods. Usage of the acquired warranty reserve includes claims related to all of AirSep’s product lines, including costs associated with the population of units for which a warranty reserve was separately calculated. Usage of the acquired warranty reserve has exceeded warranty expense since the acquisition. The Company has made various design improvements to this product line, revised the warranty claim process, and reduced the average cost to repair units since the 2012 acquisition, all in an effort to mitigate the costs associated with these warranty issues. The Company does not expect future warranty expense to be as significant as it has been since the acquisition. Warranty expense for 2014 does not include the impact of the Company’s recovery of $5,003 during 2014 from an escrow settlement relating to excess warranty costs for certain product lines acquired from AirSep in 2012. |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Business Combinations Thermax Acquisition On July 1, 2015, the Company acquired 100% of the equity interests of Thermax, Inc. (“Thermax”) for an estimated purchase price of $29,684 after working capital adjustments, of which $24,197 was paid at closing (net of $2,307 in cash acquired). The cash purchase price is subject to post-closing adjustments. The remainder of the estimated purchase price represents the estimated fair value of the contingent consideration to be paid over four years based on the achievement of certain earnings targets. The fair value of the net assets acquired and goodwill at the date of acquisition was $19,264 and $10,420 , respectively. Net assets includes $10,000 in intangible assets, which consists of customer relationships, unpatented technology and trademarks and trade names. Thermax, headquartered in Dartmouth, Massachusetts, designs and sells cryogenic fluid vaporizers and other ambient and powered vaporizer products utilized in industrial gas, petrochemical, and liquefied natural gas applications. Thermax’s results are included in the Company’s D&S business segment from the date of acquisition. Wuxi Acquisition On May 27, 2014, Chart Asia finalized the acquisition of 100% of the equity of Wuxi Zhongbo Gas and Air Equipment Manufacturing Co. Ltd., which changed its name to Chart Energy & Chemicals Wuxi Co., Ltd., for an aggregate cash purchase price of 73.3 million Chinese yuan (equivalent to $11,943 ), net of cash acquired. The fair value of the net assets acquired and goodwill at the date of acquisition was 15.6 million Chinese yuan and 57.7 million Chinese yuan, respectively. Wuxi, located in Wuxi, Jiangsu Province, China, designs, manufactures and sells low-pressure brazed aluminum heat exchangers and fabricates cold boxes. Wuxi’s results are included in the Company’s E&C segment as of the date of acquisition. Contingent Consideration The estimated fair value of contingent consideration relating to the Thermax acquisition was $1,800 at the date of acquisition and was valued according to a discounted cash flow approach, which includes assumptions regarding the probability of achieving certain earnings targets and a discount rate applied to the potential payments. Potential payments may be paid between July 1, 2016 and July 1, 2019 based on the attainment of certain earnings targets. The potential payment related to Thermax contingent consideration is between $0 and $11,288 . The estimated fair value of contingent consideration relating to a prior BioMedical segment acquisition is currently valued at $0 . The valuation was performed using a discounted cash flow approach which includes assumptions regarding the probability of achieving gross sales targets and the discount rate applied to the potential payments. Potential payments may be paid between January 1, 2016 and March 31, 2016 based on the attainment of certain revenue targets. The remaining potential payment related to BioMedical segment contingent consideration is between $0 and $1,648 . Valuations are performed using Level 3 inputs as defined in Note 11 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 operations and comprehensive (loss) income. The following table represents the changes in contingent consideration liabilities by segment: Distribution & Storage BioMedical Total Balance at January 1, 2013 $ — $ 1,990 $ 1,990 Increase in fair value of contingent consideration liabilities — 299 299 Balance at December 31, 2013 — 2,289 2,289 Decrease in fair value of contingent consideration liabilities — (474 ) (474 ) Payment of contingent consideration — (741 ) (741 ) Balance at December 31, 2014 — 1,074 1,074 Fair value of contingent consideration at inception 1,800 — 1,800 Decrease in fair value of contingent consideration liabilities (39 ) (463 ) (502 ) Payment of contingent consideration — (611 ) (611 ) Balance at December 31, 2015 $ 1,761 $ — $ 1,761 |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Disclosures [Text Block] | NOTE 11 — Fair Value Measurements The Company measures its 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. Recurring Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis and presented in the Company’s consolidated balance sheets are as follows: December 31, 2015 Total Level 2 Level 3 Foreign currency forward contracts $ 561 $ 561 $ — Total financial assets $ 561 $ 561 $ — Foreign currency forward contracts $ 470 $ 470 $ — Contingent consideration liabilities 1,761 — 1,761 Total financial liabilities $ 2,231 $ 470 $ 1,761 December 31, 2014 Total Level 2 Level 3 Foreign currency forward contracts $ 49 $ 49 $ — Contingent consideration liabilities 1,074 — 1,074 Total financial liabilities $ 1,123 $ 49 $ 1,074 Refer to Note 8 for further information regarding foreign currency forward contracts and Note 10 for further information regarding contingent consideration liabilities. Non-Recurring Fair Value Measurements During 2015, the Company recorded asset impairment charges of $255,116 . Refer to Note 3, Asset Impairments, for further information regarding these charges and the associated significant unobservable inputs. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: December 31, 2015 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Beginning Balance $ 3,808 $ (12,494 ) $ (8,686 ) Other comprehensive loss before reclassifications, net of taxes of $447 (16,321 ) (825 ) (17,146 ) Amounts reclassified from accumulated other comprehensive loss, net of taxes of $501 (1) — 928 928 Net current-period other comprehensive loss, net of taxes (16,321 ) 103 (16,218 ) Ending Balance $ (12,513 ) $ (12,391 ) $ (24,904 ) December 31, 2014 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Beginning Balance $ 18,425 $ (5,103 ) $ 13,322 Other comprehensive loss before reclassifications, net of taxes of $4,289 (14,617 ) (7,595 ) (22,212 ) Amounts reclassified from accumulated other comprehensive loss, net of taxes of $116 (1) — 204 204 Net current-period other comprehensive loss, net of taxes (14,617 ) (7,391 ) (22,008 ) Ending Balance $ 3,808 $ (12,494 ) $ (8,686 ) _______________ (1) Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ( $562 and $124 for the years ended December 31, 2015 and 2014 , respectively) and selling, general and administrative expenses ( $867 and $196 for the years ended December 31, 2015 and 2014 , respectively) in the consolidated statements of operations. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Earnings Per Share The following table presents calculations of net (loss) income per share of common stock: Year Ended December 31, 2015 2014 2013 Net (loss) income attributable to Chart Industries, Inc. $ (202,960 ) $ 81,864 $ 83,176 Net (loss) income attributable to Chart Industries, Inc. per common share: Basic $ (6.66 ) $ 2.69 $ 2.75 Diluted $ (6.66 ) $ 2.67 $ 2.60 Weighted average number of common shares outstanding — basic 30,493 30,384 30,209 Incremental shares issuable upon assumed conversion and exercise of share-based awards — 282 411 Incremental shares issuable due to dilutive effect of the Convertible Notes — — 974 Incremental shares issuable due to dilutive effect of warrants — — 337 Weighted average number of common shares outstanding — diluted 30,493 30,666 31,931 Diluted earnings per share does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended December 31, 2015 2014 2013 Share-based awards 943 48 1 Convertible note hedge and capped call transactions (1) — — 948 Warrants 3,368 3,368 — Total anti-dilutive securities 4,311 3,416 949 _______________ (1) The convertible note hedge and capped call transactions offset any dilution upon actual conversion of the Convertible Notes up to a common stock price of $84.96 . See Note 7 for further information. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes (Loss) Income Before Income Taxes (Loss) income before income taxes consists of the following: For the Year Ended December 31, 2015 2014 2013 United States $ (187,252 ) $ 87,505 $ 67,355 Foreign (14,580 ) 31,659 51,303 (Loss) income before income taxes $ (201,832 ) $ 119,164 $ 118,658 Provision Significant components of the provision for income taxes are as follows: Year Ended December 31, 2015 2014 2013 Current: Federal $ 22,846 $ 22,608 $ 19,421 State and local 1,138 1,406 1,618 Foreign 3,103 12,326 11,864 Total current 27,087 36,340 32,903 Deferred: Federal (25,707 ) 3,135 21 State and local (619 ) 180 (364 ) Foreign 1,923 (3,563 ) (1,264 ) Total deferred (24,403 ) (248 ) (1,607 ) Total provision $ 2,684 $ 36,092 $ 31,296 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, 2015 2014 2013 Income tax expense at U.S. federal statutory rate $ (70,641 ) $ 41,708 $ 41,530 State income taxes, net of federal tax benefit 361 841 757 Foreign income, net of credit on foreign taxes 12 (245 ) 501 Effective tax rate differential of earnings outside of U.S. (46 ) (5,411 ) (8,257 ) Change in valuation allowance 5,658 — — Research & experimentation credits (860 ) (1,150 ) (2,105 ) Non-deductible items 2,745 1,947 865 Change in uncertain tax positions 60 (52 ) (347 ) Domestic production activities deduction (2,133 ) (2,093 ) (2,237 ) Tax effect of asset impairments 67,340 — — Other items 188 547 589 Income tax expense $ 2,684 $ 36,092 $ 31,296 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. Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2015 2014 Deferred tax assets: Accruals and reserves $ 23,363 $ 23,197 Pensions 6,276 6,161 Inventory 6,768 5,176 Share-based compensation 8,593 7,235 Tax credit carryforwards 1,046 553 Foreign net operating loss carryforwards 2,454 1,154 State net operating loss carryforwards 1,922 1,331 Other – net 2,714 3,230 Total deferred tax assets before valuation allowance 53,136 48,037 Valuation allowance (8,842 ) (1,982 ) Total deferred tax assets, net of valuation allowance $ 44,294 $ 46,055 Deferred tax liabilities: Property, plant and equipment $ 20,482 $ 24,063 Goodwill and intangible assets 25,474 47,771 Convertible notes 1,586 2,118 Total deferred tax liabilities $ 47,542 $ 73,952 Net deferred tax liabilities $ 3,248 $ 27,897 The net deferred tax liability is classified as follows: Deferred income taxes $ — $ (17,248 ) Other assets (1,898 ) (1,743 ) Long-term deferred tax liabilities 5,146 46,888 Net deferred tax liabilities $ 3,248 $ 27,897 Federal, State and Local Net Operating Loss Carryforwards : As a result of the Company’s acquisition of SeQual in 2010, the Company has $29,379 of state net operating losses. California tax law limits the use of these state net operating losses. The remaining state net operating losses expire between 2016 and 2030. In addition, the Company has state net operating losses in various other states which begin to expire in 2017. The gross deferred tax asset for the state net operating losses of $1,922 is substantially offset by a valuation allowance of $1,514 . Foreign Net Operating Loss Carryforwards : As of December 31, 2015 , cumulative foreign operating losses of $11,542 generated by the Company were available to reduce future taxable income. Approximately $10,747 of these operating losses expire between 2019 and 2023. The remaining $795 can be carried forward indefinitely. The deferred tax asset for the foreign operating losses of $2,454 is substantially offset by a valuation allowance of $2,319 . Other Tax Information The Company has not provided for income taxes on approximately $190,681 of foreign subsidiaries’ undistributed earnings as of December 31, 2015 , since the earnings retained have been reinvested indefinitely by the subsidiaries. It is not practicable to estimate the additional income taxes and applicable foreign withholding taxes that would be payable on the remittance of such undistributed earnings. Cash paid for income taxes during the years ended December 31, 2015, 2014 and 2013 was $30,492 , $31,208 and $24,977 , respectively. Unrecognized Income Tax Benefits The reconciliation of beginning to ending unrecognized tax benefits is as follows: Year Ended December 31, 2015 2014 2013 Unrecognized tax benefits at beginning of the year $ 948 $ 941 $ 3,339 Additions for tax positions of prior years 98 358 299 Reductions for tax positions of prior years — (329 ) (1,921 ) Lapse of statutes of limitation (22 ) (22 ) (776 ) Unrecognized tax benefits at end of the year $ 1,024 $ 948 $ 941 Included in the balance of unrecognized tax benefits at December 31, 2015 and 2014 were $504 and $462 , respectively, of income tax benefits which, if ultimately recognized, would impact the Company’s annual effective tax rate. The Company had accrued approximately $121 and $94 for the payment of interest and penalties at December 31, 2015 and 2014 , respectively. The Company accrued approximately $27 and $1 during the years ended December 31, 2015 and 2014 , respectively in additional interest associated with uncertain tax positions. The Company recorded a net benefit of $8 for interest expense during the year ended December 31, 2013 due to the filing of an amended tax return which offset the accrual of interest expense related to existing uncertain tax positions. The Company is subject to income taxes in the U.S. federal jurisdiction and various state and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2011. Due to the expiration of various statutes of limitation, it is reasonably possible the Company’s unrecognized tax benefits at December 31, 2015 may decrease within the next twelve months by approximately $219 . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plan The Company has a defined benefit pension plan which is frozen, that covers certain U.S. hourly and salary employees. The defined benefit plan provides benefits based primarily on the participants’ years of service and compensation. The components of net periodic pension expense (income) are as follows : Year Ended December 31, 2015 2014 2013 Interest cost $ 2,289 $ 2,360 $ 2,112 Expected return on plan assets (3,199 ) (3,105 ) (2,705 ) Amortization of net loss 1,429 320 1,348 Total net periodic pension expense (income) $ 519 $ (425 ) $ 755 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: December 31, 2015 2014 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 62,107 $ 50,684 Interest cost 2,289 2,360 Benefits paid (3,088 ) (1,876 ) Actuarial (gains) losses (3,035 ) 10,939 Projected benefit obligation at year end $ 58,273 $ 62,107 Change in plan assets: Fair value of plan assets at beginning of year $ 45,187 $ 42,965 Actual (loss) return (1,109 ) 2,160 Employer contributions — 1,938 Benefits paid (3,088 ) (1,876 ) Fair value of plan assets at year end $ 40,990 $ 45,187 Funded status (Accrued pension liabilities) $ (17,283 ) $ (16,920 ) Unrecognized actuarial loss recognized in accumulated other comprehensive loss $ 19,657 $ 19,814 The estimated net loss for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss into net periodic benefit cost over the next fiscal year is $1,537 . The actuarial assumptions used in determining pension plan information are as follows: December 31, 2015 2014 2013 Assumptions used to determine benefit obligation at year end: Discount rate 4.00 % 3.75 % 4.75 % Assumptions used to determine net periodic benefit cost: Discount rate 3.75 % 4.75 % 3.75 % Expected long-term weighted-average rate of return on plan assets 7.25 % 7.25 % 7.25 % The discount rate reflects the current rate at which the pension liabilities could be effectively settled at year end. In estimating this rate, the Company looks 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. The Company employs 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. The target allocations by asset category at December 31 are as follows: Target Allocations by Asset Category: 2015 2014 Equity 60% 55% Fixed income 30% 43% Cash and cash equivalents 6% 2% Other 4% 0% Total 100% 100% The fair values of the plan assets by asset class at December 31 are as follows: Fair Value Total Level 2 Level 3 Plan Assets: 2015 2014 2015 2014 2015 2014 Equity funds $ 27,814 $ 29,435 $ 27,814 $ 29,435 $ — $ — Fixed income funds 12,846 13,766 12,846 13,766 — — Other investments 330 1,986 — — 330 1,986 Total $ 40,990 $ 45,187 $ 40,660 $ 43,201 $ 330 $ 1,986 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 as defined in Note 11. 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 as defined in Note 11. The following table represents changes in the fair value of plan assets categorized as Level 3 from the preceding table: Balance at January 1, 2014 $ 2,161 Return on plan assets 34 Purchases, sales and settlements, net (1,898 ) Transfers, net 1,689 Balance at December 31, 2014 $ 1,986 Return on plan assets 89 Purchases, sales and settlements, net (3,486 ) Transfers, net 1,741 Balance at December 31, 2015 $ 330 The Company’s funding policy is to contribute at least the minimum funding amounts required by law. Based upon current actuarial estimates, the Company does not expect to contribute to its defined benefit pension plan until 2017. 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: 2016 $ 2,300 2017 2,500 2018 2,700 2019 2,800 2020 2,900 In aggregate during five years thereafter 16,200 Multi-Employer Plan The Company contributes 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 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 the Company chooses to stop participating in the multi-employer plan, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company has assessed and determined that the multi-employer plan to which it contributes is not significant to the Company's financial statements. The Company does not expect to incur a withdrawal liability or expect to significantly increase its contribution over the remainder of the current contract period which ends in February 2018. The Company made contributions to the bargaining unit supported multi-employer pension plan resulting in expense of $739 , $992 and $908 for the years ended December 31, 2015, 2014 and 2013 , respectively. Defined Contribution Savings Plan The Company has a defined contribution savings plan that covers most of its U.S. employees. Company contributions to the plan are based on employee contributions, and include a Company match and discretionary contributions. Expenses under the plan totaled $10,818 , $10,773 and $9,814 for the years ended December 31, 2015, 2014 and 2013 , respectively. Voluntary Deferred Income Plan The Company provides 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. The Company recorded $255 , $409 and $276 of expense associated with this plan for the years ended December 31, 2015, 2014 and 2013 , respectively. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments | Share-based Compensation Under the Amended and Restated 2005 Stock Incentive Plan (“Stock Incentive Plan”) which became effective in October 2005, the Company could grant stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), stock awards and performance based stock awards to employees and directors. The Stock Incentive Plan had reserved 3,421 shares of the Company’s common stock for issuance. As of December 31, 2015 , 111 options were outstanding under the Stock Incentive Plan. The Company no longer grants awards under this plan. Under the Amended and Restated 2009 Omnibus Equity Plan (“Omnibus Equity Plan”) which was originally approved by the shareholders in May 2009 and reapproved by shareholders in May 2012 as amended and restated, the Company may 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 grant is 3,350 , which may be treasury shares or unissued shares. As of December 31, 2015 , 587 stock options, 145 shares of restricted stock and RSUs, 59 performance units, and 41 leveraged restricted share units were outstanding under the Omnibus Equity Plan. The Company recognized share-based compensation expense of $11,325 , $9,692 and $9,989 for the years ended December 31, 2015, 2014 and 2013 , respectively. This expense is included in selling, general and administrative expenses in the consolidated statements of operations. The Company also recognized a related tax deficiency of $890 during the year ended December 31, 2015 and tax benefits of $1,859 and $6,673 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2015 , total share-based compensation of $5,538 is expected to be recognized over the remaining weighted-average period of approximately 1.7 years . Stock Options The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options. The expected volatility was based on historical information. Beginning in 2015, the expected term was based on the historical average life of stock options. Prior to 2015, the Company used the simplified method as defined in SEC Staff Accounting Bulletin No. 107 to determine the expected term. 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, 2015 2014 2013 Weighted-average grant-date fair value per share $ 19.04 $ 56.15 $ 41.52 Expected term (years) 5.60 6.25 6.25 Risk-free interest rate 1.70 % 1.00 % 1.00 % Expected volatility 61.54 % 63.73 % 66.80 % Under the terms of the Omnibus Equity Plan, stock options generally have a 4 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 the Company’s stock option activity: December 31, 2015 Number of Shares Weighted-average Exercise Price Aggregate Intrinsic Value Weighted- average Remaining Contractual Term Outstanding at beginning of year 552 $ 42.92 Granted 221 34.27 Exercised (41 ) 12.58 Forfeited (34 ) 52.43 Outstanding at end of year 698 $ 41.52 $ 542 6.2 years Vested and expected to vest at end of year 690 $ 41.50 $ 542 6.1 years Exercisable at end of year 391 $ 35.88 $ 542 4.4 years As of December 31, 2015 , total unrecognized compensation cost related to stock options expected to be recognized over the weighted-average period of approximately 2.2 years is $1,942 . The total intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $740 , $940 and $21,199 , respectively. The total fair value of stock options vested during the years ended December 31, 2015, 2014 and 2013 was $3,625 , $3,163 and $2,673 , respectively. Restricted Stock and RSUs Restricted stock and RSUs generally vest ratably over a three -year period and are valued based on the Company’s market price on the date of grant. The following table summarizes the Company’s unvested restricted stock and RSUs activity: December 31, 2015 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 88 $ 77.94 Granted 117 34.15 Forfeited (51 ) 55.62 Vested (9 ) 70.04 Unvested at end of year 145 $ 46.40 As of December 31, 2015 , total unrecognized compensation cost related to unvested restricted stock and RSUs expected to be recognized over the weighted-average period of approximately 1.6 years is $1,921 . The weighted-average grant-date fair value of restricted stock and RSUs granted during the years ended December 31, 2015 , 2014 and 2013 was $34.15 , $92.17 and $69.72 , respectively. The total fair value of restricted stock and RSUs that vested during the years ended December 31, 2015 , 2014 and 2013 was $1,563 , $3,930 and $5,782 , respectively. Performance Units Performance units are earned over a three -year period. Based on the attainment of pre-determined performance 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 summarizes the Company’s performance units activity: December 31, 2015 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 51 $ 72.57 Granted 23 28.25 Vested (15 ) 55.93 Unvested at end of year 59 $ 59.15 As of December 31, 2015 , total unrecognized compensation cost related to performance units expected to be recognized over a weighted-average period of approximately 2.1 years is $482 . The weighted-average grant-date fair value of performance units granted during the years ended December 31, 2015 , 2014 and 2013 was $28.25 , $93.34 and $68.21 , respectively. The total fair value of performance units that vested during the years ended December 31, 2015 and 2014 was $842 and $2,650 , respectively. No performance units vested during the year ended December 31, 2013. Leveraged Restricted Share Units Leveraged restricted share unit awards vest based on the attainment of pre-determined market condition targets as determined by the Compensation Committee of the Board of Directors over a three -year performance period. Units earned may be in the range of between 50% and 150% . The Company valued the leverage restricted share unit awards based on market conditions using a Monte Carlo Simulation model. The following table summarizes the Company’s leveraged restricted share unit awards activity: December 31, 2015 Number of Shares Weighted-average Grant-Date Fair Value Unvested at beginning of year 59 $ 84.85 Vested (18 ) 67.05 Unvested at end of year 41 $ 92.66 As of December 31, 2015 , total unrecognized compensation cost related to leveraged restricted share awards expected to be recognized over the weighted-average period of approximately 0.8 years is $1,193 . The weighted-average grant-date fair value of leveraged restricted share awards granted during the years ended December 31, 2014 and 2013 was $106.90 , and $80.34 respectively. The total fair value of leveraged restricted share awards that vested during the year ended December 31, 2015 was $619 . No leveraged restricted share awards vested during the years ended December 31, 2014 and 2013. Directors’ Stock Grants In 2015, 2014 and 2013 , the Company granted the non-employee directors stock awards covering 23 , 8 and 4 shares of common stock, respectively, which had fair values of $682 , $588 and $393 , respectively. These stock awards were fully vested on the grant date. Likewise, the fair values were recognized immediately on the grant date. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | Lease Commitments The Company incurred $11,147 , $11,375 , and $10,581 of rental expense under operating leases for the years ended December 31, 2015, 2014 and 2013 , respectively. Certain 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. In addition, the Company has the right, but no obligation, to renew certain leases for various renewal terms. The following table summarizes the future minimum lease payments for non-cancelable operating leases as of December 31, 2015 : 2016 $ 9,400 2017 8,500 2018 7,000 2019 5,100 2020 3,100 Thereafter 8,200 Total future minimum lease payments $ 41,300 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | Commitments and Contingencies Environmental The Company is 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. The Company is involved with environmental compliance, investigation, monitoring and remediation activities at certain of its 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, believes it is currently in substantial compliance with all known environmental regulations. At December 31, 2015 and 2014 , the Company had undiscounted accrued environmental reserves of $3,226 and $3,587 , respectively. The Company accrues for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts and circumstances regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 13 years as ongoing costs of remediation programs. Although the Company believes it has adequately provided for the cost of all known environmental conditions, the applicable regulatory agencies could insist upon different and more costly remediation than those the Company believes are adequate or required by existing law or third parties may seek to impose environmental liabilities on the Company. The Company believes that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations. Legal Proceedings Chart Energy & Chemicals, Inc., a subsidiary of the Company, was involved in litigation with Enogex Holdings LLC, Enogex Gathering & Processing, LLC and affiliated companies with respect to a December 2010 fire at the Enogex natural gas processing plant in Cox City, Oklahoma. This matter was amicably resolved in October 2015 with no material effect on the Company’s financial position, results of operations, or cash flows. The Company is 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 its business. Based on the Company’s historical experience in litigating these claims, as well as the Company’s current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on the Company’s financial position, liquidity, cash flows or results of operations. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. Restructuring Due to economic conditions, including low energy prices and global competition, the Company implemented a number of cost reduction or avoidance actions during 2015, including headcount reductions. The Company incurred severance expense associated with headcount reductions in all of its segments; E&C incurred $1,395 , D&S incurred $2,926 , BioMedical incurred $1,798 , and Corporate incurred $1,329 . The remaining accrual for these actions is $2,719 as of December 31, 2015 and is expected to be paid in 2016. The Company expects additional severance charges in 2016 to be approximately $3,200 (D&S - $2,800 , E&C - $300 , and Corporate - $100 ), but further actions may be required based on future business conditions. D&S Facility Restructuring During 2015, Chart announced its intention to close its D&S segment’s leased facility located in Owatonna, Minnesota. This closure is a cost reduction measure in response to lower orders for products manufactured at this facility. Costs incurred during 2015 related to this restructuring activity were approximately $4,100 and include lease exit costs, long-lived asset impairment charges, severance and other miscellaneous costs. Approximately $1,700 of these costs are included in cost of sales and $2,400 are included in selling, general and administrative expenses in the consolidated statements of operations. In the fourth quarter of 2015, D&S closed one of its leased office locations in a cost reduction effort. Cost incurred related to this closure were $710 and include lease exit costs and long-lived asset impairment charges. The accrual for these restructuring costs within the D&S segment as of December 31, 2015 is $3,113 primarily for costs associated with exiting the facilities. These costs are expected to be paid out over the terms of the associated leases which are expected to end in 2023. |
Segment and Geographic Informat
Segment and Geographic Information (Notes) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Reporting Segments | Segment and Geographic Information The structure of the Company’s internal organization is divided into the following reportable segments, which are also the Company’s operating segments: E&C, D&S and BioMedical. The Company’s reportable segments are business units that are each managed separately because they manufacture, offer and distribute distinct products with different production processes and sales and marketing approaches. The E&C and D&S segments manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution and storage of hydrocarbon and industrial gases. The BioMedical segment supplies cryogenic and other equipment used in the medical, biological research and animal breeding industries. Due to the nature of the products that each segment sells, intersegment sales are not material. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, risk management and share-based compensation expenses that are not allocated to the reporting segments. The Company evaluates performance and allocates resources based on operating income or loss from continuing operations before interest expense, net, financing costs amortization, foreign currency loss (gain), income tax expense, net and noncontrolling interests, net of taxes. The accounting policies of the reportable segments are the same as those described in Note 2. Segment Financial Information Year Ended December 31, 2015 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Sales to external customers $ 330,968 $ 487,557 $ 221,635 $ — $ 1,040,160 Depreciation and amortization expense 11,805 18,289 12,039 3,315 45,448 Operating (loss) income (1) (8,138 ) 41,732 (164,284 ) (52,533 ) (183,223 ) Total assets (2) 251,810 689,112 224,443 36,611 1,201,976 Capital expenditures 4,074 36,835 3,849 2,281 47,039 Year Ended December 31, 2014 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 388,018 $ 578,806 $ 226,128 $ — $ 1,192,952 Depreciation and amortization expense 9,649 16,749 13,842 2,936 43,176 Operating income (loss) (3) 79,665 85,213 25,694 (52,415 ) 138,157 Total assets (2) 322,936 666,451 396,320 76,356 1,462,063 Capital expenditures 24,834 29,583 3,484 4,234 62,135 Year Ended December 31, 2013 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 318,510 $ 592,616 $ 266,312 $ — $ 1,177,438 Depreciation and amortization expense 8,564 15,237 14,618 1,970 40,389 Operating income (loss) 59,671 93,560 33,039 (50,273 ) 135,997 Total assets (2) 277,760 676,484 431,763 75,623 1,461,630 Capital expenditures 34,194 32,039 3,370 2,982 72,585 _______________ (1) Includes asset impairment charges of $255,116 for the year ended December 31, 2015, attributed to E&C - $68,796 , D&S - $2,020 , and BioMedical - $184,300 . (2) Corporate assets consist primarily of cash, cash equivalents and deferred income taxes. (3) The BioMedical segment’s operating income included recovery of $5,003 increasing operating income for the year ended December 31, 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. The following table represents the changes in goodwill by segment: Energy & Chemicals Distribution & Storage BioMedical Total Balance at January 1, 2014 $ 83,215 $ 160,054 $ 155,636 $ 398,905 Foreign currency translation adjustments and other 130 (2,806 ) — (2,676 ) Goodwill acquired during the year 9,293 — — 9,293 Balance at December 31, 2014 92,638 157,248 155,636 405,522 Foreign currency translation adjustments and other (162 ) (1,909 ) 184 (1,887 ) Goodwill acquired during the year — 10,601 — 10,601 Impairment loss (64,603 ) — (131,243 ) (195,846 ) Balance at December 31, 2015 $ 27,873 $ 165,940 $ 24,577 $ 218,390 Accumulated goodwill impairment loss $ 64,603 $ — $ 131,243 $ 195,846 Product Sales Information Year Ended December 31, 2015 2014 2013 Energy & Chemicals Natural gas processing (including petrochemical) applications $ 180,909 $ 208,706 $ 175,397 Liquefied natural gas applications 136,049 143,870 114,567 Industrial gas applications 14,010 35,442 28,546 Total Energy & Chemicals 330,968 388,018 318,510 Distribution & Storage Bulk industrial gas applications 203,834 204,214 241,291 Packaged gas industrial applications 167,814 164,966 158,293 Liquefied natural gas applications 115,909 209,626 193,032 Total Distribution & Storage 487,557 578,806 592,616 BioMedical Respiratory therapy 132,321 141,273 175,233 Life sciences 64,641 65,948 61,493 Commercial oxygen generation 24,673 18,907 29,586 Total BioMedical 221,635 226,128 266,312 Total $ 1,040,160 $ 1,192,952 $ 1,177,438 Geographic Information Net sales by geographic area are reported by the destination of sales. Net property, plant and equipment by geographic area are reported by country of domicile. Sales for the Year Ended December 31, 2015 2014 2013 United States $ 513,691 $ 560,846 $ 479,067 Foreign China 109,978 188,047 231,143 Other foreign countries 416,491 444,059 467,228 Total Foreign $ 526,469 $ 632,106 $ 698,371 Total $ 1,040,160 $ 1,192,952 $ 1,177,438 Property, plant and equipment, net as of December 31, 2015 2014 2013 United States $ 153,987 $ 163,425 $ 146,610 Foreign Czech Republic 19,742 22,511 23,623 China 79,691 57,580 38,569 Germany 12,246 13,495 14,618 Other foreign countries 611 634 785 Total Foreign $ 112,290 $ 94,220 $ 77,595 Total $ 266,277 $ 257,645 $ 224,205 |
Quarterly Data (unaudited)
Quarterly Data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarterly Data (Unaudited) Selected quarterly data for the years ended December 31, 2015 and 2014 are as follows: Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales $ 245,105 $ 270,252 $ 264,047 $ 260,756 $ 1,040,160 Gross profit 72,523 74,880 68,289 72,772 288,464 Operating income (loss) (1) 14,957 25,129 15,609 (238,918 ) (183,223 ) Net income (loss) 5,275 17,082 4,271 (231,144 ) (204,516 ) Net income (loss) attributable to Chart Industries, Inc. 5,246 17,157 4,760 (230,123 ) (202,960 ) Net income (loss) attributable to Chart Industries, Inc. per share—basic (2) $ 0.17 $ 0.56 $ 0.16 $ (7.54 ) $ (6.66 ) Net income (loss) attributable to Chart Industries, Inc. per share—diluted (2) (3) $ 0.17 $ 0.56 $ 0.15 $ (7.54 ) $ (6.66 ) _______________ (1) Includes impairment of goodwill and intangible assets totaling $253,560 as described in Note 3, Asset Impairments, to the consolidated financial statements. (2) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. (3) Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. Year Ended December 31, 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales $ 266,240 $ 306,810 $ 293,841 $ 326,061 $ 1,192,952 Gross profit 77,546 92,181 91,233 96,894 357,854 Operating income (1) 22,146 34,044 40,355 41,612 138,157 Net income 12,339 20,371 23,152 27,210 83,072 Net income attributable to Chart Industries, Inc. 11,997 20,069 22,851 26,947 81,864 Net income attributable to Chart Industries, Inc. per share—basic (2) $ 0.40 $ 0.66 $ 0.75 $ 0.89 $ 2.69 Net income attributable to Chart Industries, Inc. per share—diluted (2) $ 0.38 $ 0.65 $ 0.74 $ 0.88 $ 2.67 _______________ (1) Includes recovery of $5,003 increasing operating income during the fourth quarter of 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. We continue to pursue recovery for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep in 2012 under our representation and warranty insurance coverage that exists from the acquisition. (2) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | CHART INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Dollars in thousands) Additions Balance at beginning of period Charged to costs and expenses Charged to other accounts Deductions Translations Balance at end of period Year Ended December 31, 2015: Allowance for doubtful accounts $ 6,475 $ 1,597 $ — $ (953 ) (2) $ (154 ) $ 6,965 Allowance for obsolete and excess inventory 5,233 14,802 — (8,351 ) (3) (415 ) 11,269 Deferred tax assets valuation allowance 1,982 7,190 — (129 ) (4) (201 ) 8,842 Year Ended December 31, 2014: Allowance for doubtful accounts $ 5,654 $ 1,505 $ — $ (633 ) (2) $ (51 ) $ 6,475 Allowance for obsolete and excess inventory 6,556 4,087 — (5,158 ) (3) (252 ) 5,233 Deferred tax assets valuation allowance 1,250 1,089 — (290 ) (4) (67 ) 1,982 Year Ended December 31, 2013: Allowance for doubtful accounts $ 4,080 $ 2,447 $ 199 (1) $ (1,149 ) (2) $ 77 $ 5,654 Allowance for obsolete and excess inventory 4,078 2,010 675 (1) (313 ) (3) 106 6,556 Deferred tax assets valuation allowance 1,766 339 — (879 ) (4) 24 1,250 _______________ (1) Reserves at date of acquisition of subsidiary or subsidiaries. (2) Reversal of amounts previously recorded as bad debt and uncollectible accounts written off. (3) Inventory items written off against the allowance. (4) Deductions to the deferred tax assets valuation allowance relate to decreased deferred tax assets and the release of the valuation allowance. |
Nature of Operations and Prin28
Nature of Operations and Principles of Consolidation Principals of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. |
Significant Accounting Polici29
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. |
Accounts Receivable, Net of Allowances | Accounts Receivable, Net of Allowances: The Company evaluates the collectibility of accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount the Company believes will be collected. The Company also records allowances for doubtful accounts based on historical experience. When collection of a specific amount due is deemed not probable, the account is written off against the allowance. |
Inventories | Inventories: Inventories are stated at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. The Company determines inventory valuation reserves based on a combination of factors. In circumstances where the Company is 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. The Company also recognizes reserves based on the actual usage in recent history and projected usage in the near-term. |
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 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. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived Assets: The Company monitors its property, plant and equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. If impairment indicators exist, assets are grouped and tested at the lowest level for which identifiable cash flows are available and the Company performs the required analysis and records impairment charges if applicable. In conducting its analysis, the Company compares 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. The Company amortizes intangible assets that have finite lives over their estimated useful lives. See Note 3, Asset Impairments, for more information relating to finite-lived intangible asset impairment losses recorded during 2015. |
Goodwill and 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. The Company does not amortize goodwill or indefinite-lived intangible assets, but reviews 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 the operating and reportable segments: E&C, D&S and BioMedical. In 2015, the Company utilized the quantitative goodwill impairment test which consists of two steps to determine potential impairment. In the first step (“Step 1”), management estimates the fair value of the reporting units by using 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 Company performs the second step (“Step 2”) of the goodwill impairment test to measure the amount of impairment loss, if any, to recognize. In Step 2, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to the assets and liabilities, other than goodwill, in a hypothetical purchase price allocation. The resulting implied fair value is then compared to the carrying amount of the goodwill and if the carrying amount exceeds the implied fair value, an impairment charge is recorded for the difference. With respect to indefinite-lived intangible assets, the Company first evaluates 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, the Company determines that it is not more likely than not that an indefinite-lived intangible asset is impaired, no further action is necessary. Otherwise, management determines the fair value of indefinite-lived intangible assets by performing a quantitative impairment assessment comparing the indefinite-lived intangible asset’s fair value to its carrying amount. The Company may bypass such a qualitative assessment and proceed directly to the quantitative assessment. Management estimates the fair value of 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. See Note 3, Asset Impairments, and Note 6, Goodwill and Intangible Assets, for more information relating to goodwill and indefinite-lived intangible assets and the asset impairment charges recorded during 2015. |
Convertible Debt [Policy Text Block] | Convertible Debt: The Company determined that the embedded conversion feature within the Company’s 2.0% Convertible Senior Subordinated Notes due 2018 (the “Convertible Notes”) was clearly and closely related to the Company’s common stock and therefore exempt from separate accounting treatment. Convertible Notes exempt from derivative accounting are recognized by bifurcating the principal balance into a liability component and an equity component where the fair value of the liability component is estimated by calculating the present value of its cash flows discounted at an interest rate that the Company would have received for similar debt instruments that have no conversion rights (the “straight-debt rate”), and the equity component is the residual amount, net of tax, which creates a discount on the Convertible Notes. The Company recognizes non-cash interest accretion expense related to the carrying amount of the Convertible Notes which is accreted back to its principal amount over the expected life of the debt, which is also the stated life of the debt. |
Fair Value of Financial Instruments, Policy | 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 Risk, Credit Risk, Policy [Policy Text Block] | To minimize credit risk from trade receivables, the Company reviews the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitors the financial condition of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the E&C segment, the Company requires advance payments, letters of credit, bankers’ acceptances and other such guarantees of payment. Certain customers also require the Company to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. |
Derivative Instruments | Derivative Financial Instruments: The Company utilizes certain derivative financial instruments to enhance its 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. The Company does not enter into contracts for speculative purposes, nor is it a party to any leveraged derivative instrument. The Company is exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. The Company utilizes foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency purchases and certain intercompany 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 Japanese yen, the Czech koruna, the Australian dollar, the Norwegian krone, the Canadian dollar and the Chinese yuan. The Company’s 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 current liabilities or assets. Changes in their fair value are recorded in the consolidated statements of income as foreign currency gains or losses. The Company’s foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined in Note 11. Gains or losses on settled or expired contracts are recorded in the consolidated statements of income as foreign currency gains or losses. |
Product Warranties | Product Warranties: The Company provides product warranties with varying terms and durations for the majority of its products. The Company estimates product warranty costs and accrues 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. |
Revenue Recognition | Revenue Recognition: For the majority of the Company’s products, revenue is recognized when products are shipped, title has transferred and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations, engineered tanks and commercial oxygen generation systems, the Company primarily uses the percentage of completion method of accounting. Earned revenue is based on the percentage of incurred costs to date compared to 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. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Pre-contract costs relate primarily to salaries and benefits incurred to support the selling effort and are expensed as incurred. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage of incurred costs to date compared to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors, but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Incentive-fee revenue is not recognized until it is earned. The Company reports sales net of tax assessed by governmental authorities. |
Cost of Sales | 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 operations. |
Selling, General and Administrative Costs (SG&A) | Selling, General and Administrative (“SG&A”) Expenses: SG&A expenses include selling, marketing, customer service, product management, design engineering, and other administrative expenses not directly supporting the manufacturing process as well as depreciation and amortization 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, risk management and share-based compensation expense. |
Shipping and Handling Costs | Shipping and Handling Costs: 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 operations. Shipping revenue of $11,592 , $8,855 and $12,213 for the years ended December 31, 2015, 2014 and 2013 , respectively, are included in sales. Shipping costs of $15,245 , $15,913 , and $15,927 for the years ended December 31, 2015, 2014 and 2013 , respectively, are included in cost of sales. |
Advertising Costs | Advertising Costs: The Company incurred advertising costs of $5,074 , $3,914 and $4,515 for the years ended December 31, 2015, 2014 and 2013 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. |
Research and Development Costs | Research and Development Costs: The Company incurred research and development costs of $15,842 , $15,588 and $14,941 for the years ended December 31, 2015, 2014 and 2013 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. |
Foreign Currency Translation | Foreign Currency Translation: The functional currency for the majority of the Company’s 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 a weighted-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 (loss) income. Remeasurement from local to functional currencies is included in cost of goods sold or foreign currency loss (gain) on the consolidated statements of income. Gains or losses resulting from foreign currency transactions are charged to operations 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. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, the Company considers all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event that the Company changes its 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. The Company utilizes 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 on the consolidated statements of income. |
Share-based Compensation | Share-based Compensation: The Company measures share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock and restricted stock units, performance units, and leveraged restricted share 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 the Company’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 the Company’s market price on the date of grant and pre-determined performance conditions as determined by the Compensation Committee of the Board of Directors and is recognized on straight-line basis over the performance measurement period based on the probability that the performance conditions will be achieved. The Company reassesses the vesting probability of performance units each reporting period and adjusts share-based compensation expense based on the Company’s probability assessment. The fair value of leveraged restricted share units is based on market conditions and calculated using a Monte Carlo simulation model and is recognized straight-line over the vesting period. Share-based compensation expense for all awards considers estimated forfeitures. During the year, the Company 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 subsequently retired during the period in which they occur. |
Pension and Other Postretirement Plans, Pensions, Policy [Policy Text Block] | Defined Benefit Pension Plan: The Company sponsors a defined benefit plan which is frozen, which covers certain U.S. employees. 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. The Company’s 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. |
New Accounting Pronouncement, Policy [Policy Text Block] | Recent Accounting Standards: In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU 2016-02, “Leases (Topic 842).” The FASB issued the update to require the recognition of lease assets and lease liabilities on the balance sheet of lessees. The standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within such fiscal years. The ASU requires a modified retrospective transition method with the option to elect a package of practical expedients. Early adoption is permitted. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In January 2015, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. Except for certain early application guidance provided in the ASU, early adoption is not permitted. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” The amendments require an entity to classify deferred tax liabilities and assets as noncurrent in a classified statement of financial position. This ASU is effective for fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The Company adopted this guidance prospectively as of December 31, 2015 as reflected in the consolidated balance sheet. Adoption had no impact on the Company’s results of operations. In September 2015, the FASB issued ASU 2015-16, “Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments.” The amendments require an acquirer to recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for fiscal years beginning after December 15, 2015, including interim periods within such fiscal years. Early adoption is permitted. The Company early adopted this guidance, and its adoption did not have a material impact on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” The amendments require an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The amendments do not apply to inventory that is measured using the last-in, first-out cost method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out or average cost. This ASU is effective for fiscal years beginning after December 15, 2016. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. In April 2015, the FASB issued ASU 2015-03, “Interest–Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” The amendments require an entity to present debt issuance costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of debt issuance costs will continue to be reported as interest expense. In August 2015, the FASB issued ASU 2015-15, which states that the Securities and Exchange Commission (“SEC”) staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU is effective for fiscal years beginning after December 15, 2015 and interim reporting periods within those fiscal years. The new guidance will be applied retrospectively to each prior period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers.” The amendments require entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of the new standard by one year. As a result, the standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within such fiscal years. The ASU allows full retrospective or modified retrospective adoption. Early adoption is permitted as of fiscal years beginning after December 15, 2016, including interim periods within such fiscal years. The Company is currently assessing the transition method and effect that the ASU will have on the Company’s financial position, results of operations, cash flows and disclosures. |
Asset Impairments (Tables)
Asset Impairments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Asset Impairments [Abstract] | |
Asset Impairment Charges [Table Text Block] | Year ended December 31, 2015 Goodwill and Indefinite-lived Intangible Assets Finite-lived Intangible Assets Property, Plant & Equipment Total Energy & Chemicals $ 65,023 $ — $ 3,773 $ 68,796 Distribution & Storage (1) 316 — 1,704 2,020 BioMedical 142,333 38,083 3,884 184,300 Consolidated $ 207,672 $ 38,083 $ 9,361 $ 255,116 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table summarizes the components of inventory: December 31, 2015 2014 Raw materials and supplies $ 76,680 $ 94,437 Work in process 33,721 35,631 Finished goods 88,901 85,657 Total inventories, net $ 199,302 $ 215,725 |
Property, Plant and Equipment32
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The following table summarizes the components of property, plant and equipment: December 31, Classification Estimated Useful Life 2015 2014 Land and buildings 20-35 years $ 164,181 $ 161,986 Machinery and equipment 3-12 years 163,200 165,379 Computer equipment, furniture and fixtures 3-7 years 33,993 34,866 Construction in process 52,815 23,626 Total property, plant and equipment, gross 414,189 385,857 Less: accumulated depreciation (147,912 ) (128,212 ) Total property, plant and equipment, net $ 266,277 $ 257,645 |
Goodwill and Intangible Asset33
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table presents the changes in goodwill: December 31, 2015 2014 Beginning balance $ 405,522 $ 398,905 Foreign currency translation adjustments and other (1,887 ) (2,676 ) Goodwill acquired during the year 10,601 9,293 Impairment loss (195,846 ) — Ending balance $ 218,390 $ 405,522 Accumulated goodwill impairment loss $ 195,846 $ — The following table represents the changes in goodwill by segment: Energy & Chemicals Distribution & Storage BioMedical Total Balance at January 1, 2014 $ 83,215 $ 160,054 $ 155,636 $ 398,905 Foreign currency translation adjustments and other 130 (2,806 ) — (2,676 ) Goodwill acquired during the year 9,293 — — 9,293 Balance at December 31, 2014 92,638 157,248 155,636 405,522 Foreign currency translation adjustments and other (162 ) (1,909 ) 184 (1,887 ) Goodwill acquired during the year — 10,601 — 10,601 Impairment loss (64,603 ) — (131,243 ) (195,846 ) Balance at December 31, 2015 $ 27,873 $ 165,940 $ 24,577 $ 218,390 Accumulated goodwill impairment loss $ 64,603 $ — $ 131,243 $ 195,846 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Table Text Block] | 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, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets: Unpatented technology $ 8,530 $ (2,660 ) $ 35,933 $ (6,979 ) Patents 7,770 (6,753 ) 7,809 (6,213 ) Trademarks and trade names 10,052 (6,886 ) 8,981 (6,206 ) Non-compete agreements — — 421 (88 ) Customer relationships 138,223 (90,180 ) 154,945 (84,776 ) Land use rights 13,484 (567 ) 2,588 (411 ) Total finite-lived intangible assets $ 178,059 $ (107,046 ) $ 210,677 $ (104,673 ) Indefinite-lived intangible assets: Trademarks and trade names $ 35,701 $ 47,662 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | he Company estimates amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2016 $ 12,000 2017 10,800 2018 9,800 2019 9,800 2020 8,500 Government Grants The Company received $8,650 in government grants related to property, plant and equipment and land use rights related to the expansion in China. The grants are recorded in other current liabilities and other long-term liabilities in the consolidated balance sheets and recognized into income over the useful life of the associated assets ( 20 to 50 years). |
Debt And Credit Arrangements (T
Debt And Credit Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table represents the components of the Company’s borrowings: December 31, 2015 2014 Convertible notes, due August 2018, effective interest rate of 7.9% $ 215,634 $ 204,099 Foreign facilities 6,160 4,903 Total debt 221,794 209,002 Less: current maturities (6,160 ) (4,903 ) Long-term debt $ 215,634 $ 204,099 |
Schedule of Maturities of Long-term Debt | The scheduled annual maturities of long-term debt at December 31, 2015 , are as follows: Year Amount 2016 $ 6,160 2017 — 2018 250,000 Total $ 256,160 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Product Warranties [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | The following table represents changes in the Company’s consolidated warranty reserve: Year Ended December 31, 2015 2014 2013 Beginning balance $ 24,246 $ 33,827 $ 44,486 Warranty expense 16,705 14,463 17,486 Warranty usage (19,976 ) (24,044 ) (28,359 ) Acquired warranty reserves — — 214 Ending balance $ 20,975 $ 24,246 $ 33,827 As a result of the BioMedical segment’s acquisition of AirSep Corporation (“AirSep”) in August 2012, the Company assumed exposure for warranty claims for AirSep’s various product lines. One of these product lines in particular experienced high failure rates with respect to certain of its models and designs as compared to AirSep’s other products. The Company established a warranty reserve on AirSep’s opening balance sheet to account for the cost of satisfying future warranty claims, including a separately calculated warranty reserve for those certain models and designs in the product line that experienced greater warranty return rates (collectively, the “acquired warranty reserve”). The Company has experienced a significant number of warranty claims as AirSep products sold in prior periods run through their respective warranty periods. Usage of the acquired warranty reserve includes claims related to all of AirSep’s product lines, including costs associated with the population of units for which a warranty reserve was separately calculated. Usage of the acquired warranty reserve has exceeded warranty expense since the acquisition. The Company has made various design improvements to this product line, revised the warranty claim process, and reduced the average cost to repair units since the 2012 acquisition, all in an effort to mitigate the costs associated with these warranty issues. The Company does not expect future warranty expense to be as significant as it has been since the acquisition. Warranty expense for 2014 does not include the impact of the Company’s recovery of $5,003 during 2014 from an escrow settlement relating to excess warranty costs for certain product lines acquired from AirSep in 2012. |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table represents the changes in contingent consideration liabilities by segment: Distribution & Storage BioMedical Total Balance at January 1, 2013 $ — $ 1,990 $ 1,990 Increase in fair value of contingent consideration liabilities — 299 299 Balance at December 31, 2013 — 2,289 2,289 Decrease in fair value of contingent consideration liabilities — (474 ) (474 ) Payment of contingent consideration — (741 ) (741 ) Balance at December 31, 2014 — 1,074 1,074 Fair value of contingent consideration at inception 1,800 — 1,800 Decrease in fair value of contingent consideration liabilities (39 ) (463 ) (502 ) Payment of contingent consideration — (611 ) (611 ) Balance at December 31, 2015 $ 1,761 $ — $ 1,761 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Financial assets and liabilities measured at fair value on a recurring basis and presented in the Company’s consolidated balance sheets are as follows: December 31, 2015 Total Level 2 Level 3 Foreign currency forward contracts $ 561 $ 561 $ — Total financial assets $ 561 $ 561 $ — Foreign currency forward contracts $ 470 $ 470 $ — Contingent consideration liabilities 1,761 — 1,761 Total financial liabilities $ 2,231 $ 470 $ 1,761 December 31, 2014 Total Level 2 Level 3 Foreign currency forward contracts $ 49 $ 49 $ — Contingent consideration liabilities 1,074 — 1,074 Total financial liabilities $ 1,123 $ 49 $ 1,074 |
Accumulated Other Comprehensi38
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equity [Abstract] | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | December 31, 2015 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Beginning Balance $ 3,808 $ (12,494 ) $ (8,686 ) Other comprehensive loss before reclassifications, net of taxes of $447 (16,321 ) (825 ) (17,146 ) Amounts reclassified from accumulated other comprehensive loss, net of taxes of $501 (1) — 928 928 Net current-period other comprehensive loss, net of taxes (16,321 ) 103 (16,218 ) Ending Balance $ (12,513 ) $ (12,391 ) $ (24,904 ) | December 31, 2014 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Beginning Balance $ 18,425 $ (5,103 ) $ 13,322 Other comprehensive loss before reclassifications, net of taxes of $4,289 (14,617 ) (7,595 ) (22,212 ) Amounts reclassified from accumulated other comprehensive loss, net of taxes of $116 (1) — 204 204 Net current-period other comprehensive loss, net of taxes (14,617 ) (7,391 ) (22,008 ) Ending Balance $ 3,808 $ (12,494 ) $ (8,686 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents calculations of net (loss) income per share of common stock: Year Ended December 31, 2015 2014 2013 Net (loss) income attributable to Chart Industries, Inc. $ (202,960 ) $ 81,864 $ 83,176 Net (loss) income attributable to Chart Industries, Inc. per common share: Basic $ (6.66 ) $ 2.69 $ 2.75 Diluted $ (6.66 ) $ 2.67 $ 2.60 Weighted average number of common shares outstanding — basic 30,493 30,384 30,209 Incremental shares issuable upon assumed conversion and exercise of share-based awards — 282 411 Incremental shares issuable due to dilutive effect of the Convertible Notes — — 974 Incremental shares issuable due to dilutive effect of warrants — — 337 Weighted average number of common shares outstanding — diluted 30,493 30,666 31,931 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Diluted earnings per share does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended December 31, 2015 2014 2013 Share-based awards 943 48 1 Convertible note hedge and capped call transactions (1) — — 948 Warrants 3,368 3,368 — Total anti-dilutive securities 4,311 3,416 949 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | ncome before income taxes consists of the following: For the Year Ended December 31, 2015 2014 2013 United States $ (187,252 ) $ 87,505 $ 67,355 Foreign (14,580 ) 31,659 51,303 (Loss) income before income taxes $ (201,832 ) $ 119,164 $ 118,658 |
Schedule of Components of Income Tax Expense (Benefit) | Significant components of the provision for income taxes are as follows: Year Ended December 31, 2015 2014 2013 Current: Federal $ 22,846 $ 22,608 $ 19,421 State and local 1,138 1,406 1,618 Foreign 3,103 12,326 11,864 Total current 27,087 36,340 32,903 Deferred: Federal (25,707 ) 3,135 21 State and local (619 ) 180 (364 ) Foreign 1,923 (3,563 ) (1,264 ) Total deferred (24,403 ) (248 ) (1,607 ) Total provision $ 2,684 $ 36,092 $ 31,296 |
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, 2015 2014 2013 Income tax expense at U.S. federal statutory rate $ (70,641 ) $ 41,708 $ 41,530 State income taxes, net of federal tax benefit 361 841 757 Foreign income, net of credit on foreign taxes 12 (245 ) 501 Effective tax rate differential of earnings outside of U.S. (46 ) (5,411 ) (8,257 ) Change in valuation allowance 5,658 — — Research & experimentation credits (860 ) (1,150 ) (2,105 ) Non-deductible items 2,745 1,947 865 Change in uncertain tax positions 60 (52 ) (347 ) Domestic production activities deduction (2,133 ) (2,093 ) (2,237 ) Tax effect of asset impairments 67,340 — — Other items 188 547 589 Income tax expense $ 2,684 $ 36,092 $ 31,296 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: December 31, 2015 2014 Deferred tax assets: Accruals and reserves $ 23,363 $ 23,197 Pensions 6,276 6,161 Inventory 6,768 5,176 Share-based compensation 8,593 7,235 Tax credit carryforwards 1,046 553 Foreign net operating loss carryforwards 2,454 1,154 State net operating loss carryforwards 1,922 1,331 Other – net 2,714 3,230 Total deferred tax assets before valuation allowance 53,136 48,037 Valuation allowance (8,842 ) (1,982 ) Total deferred tax assets, net of valuation allowance $ 44,294 $ 46,055 Deferred tax liabilities: Property, plant and equipment $ 20,482 $ 24,063 Goodwill and intangible assets 25,474 47,771 Convertible notes 1,586 2,118 Total deferred tax liabilities $ 47,542 $ 73,952 Net deferred tax liabilities $ 3,248 $ 27,897 The net deferred tax liability is classified as follows: Deferred income taxes $ — $ (17,248 ) Other assets (1,898 ) (1,743 ) Long-term deferred tax liabilities 5,146 46,888 Net deferred tax liabilities $ 3,248 $ 27,897 |
Summary of Income Tax Contingencies [Table Text Block] | Unrecognized Income Tax Benefits The reconciliation of beginning to ending unrecognized tax benefits is as follows: Year Ended December 31, 2015 2014 2013 Unrecognized tax benefits at beginning of the year $ 948 $ 941 $ 3,339 Additions for tax positions of prior years 98 358 299 Reductions for tax positions of prior years — (329 ) (1,921 ) Lapse of statutes of limitation (22 ) (22 ) (776 ) Unrecognized tax benefits at end of the year $ 1,024 $ 948 $ 941 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic pension expense (income) are as follows : Year Ended December 31, 2015 2014 2013 Interest cost $ 2,289 $ 2,360 $ 2,112 Expected return on plan assets (3,199 ) (3,105 ) (2,705 ) Amortization of net loss 1,429 320 1,348 Total net periodic pension expense (income) $ 519 $ (425 ) $ 755 |
Schedule of Changes in Projected Benefit Obligation and Plan Assets, Funded Status and Amounts Recognized on the Balance Sheet | 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: December 31, 2015 2014 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 62,107 $ 50,684 Interest cost 2,289 2,360 Benefits paid (3,088 ) (1,876 ) Actuarial (gains) losses (3,035 ) 10,939 Projected benefit obligation at year end $ 58,273 $ 62,107 Change in plan assets: Fair value of plan assets at beginning of year $ 45,187 $ 42,965 Actual (loss) return (1,109 ) 2,160 Employer contributions — 1,938 Benefits paid (3,088 ) (1,876 ) Fair value of plan assets at year end $ 40,990 $ 45,187 Funded status (Accrued pension liabilities) $ (17,283 ) $ (16,920 ) Unrecognized actuarial loss recognized in accumulated other comprehensive loss $ 19,657 $ 19,814 |
Schedule of Assumptions Used | The actuarial assumptions used in determining pension plan information are as follows: December 31, 2015 2014 2013 Assumptions used to determine benefit obligation at year end: Discount rate 4.00 % 3.75 % 4.75 % Assumptions used to determine net periodic benefit cost: Discount rate 3.75 % 4.75 % 3.75 % Expected long-term weighted-average rate of return on plan assets 7.25 % 7.25 % 7.25 % |
Schedule of Allocation of Plan Assets [Table Text Block] | The target allocations by asset category at December 31 are as follows: Target Allocations by Asset Category: 2015 2014 Equity 60% 55% Fixed income 30% 43% Cash and cash equivalents 6% 2% Other 4% 0% Total 100% 100% The fair values of the plan assets by asset class at December 31 are as follows: Fair Value Total Level 2 Level 3 Plan Assets: 2015 2014 2015 2014 2015 2014 Equity funds $ 27,814 $ 29,435 $ 27,814 $ 29,435 $ — $ — Fixed income funds 12,846 13,766 12,846 13,766 — — Other investments 330 1,986 — — 330 1,986 Total $ 40,990 $ 45,187 $ 40,660 $ 43,201 $ 330 $ 1,986 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Balance at January 1, 2014 $ 2,161 Return on plan assets 34 Purchases, sales and settlements, net (1,898 ) Transfers, net 1,689 Balance at December 31, 2014 $ 1,986 Return on plan assets 89 Purchases, sales and settlements, net (3,486 ) Transfers, net 1,741 Balance at December 31, 2015 $ 330 |
Schedule of Expected Benefit Payments | The Company’s funding policy is to contribute at least the minimum funding amounts required by law. Based upon current actuarial estimates, the Company does not expect to contribute to its defined benefit pension plan until 2017. 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: 2016 $ 2,300 2017 2,500 2018 2,700 2019 2,800 2020 2,900 In aggregate during five years thereafter 16,200 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 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, 2015 2014 2013 Weighted-average grant-date fair value per share $ 19.04 $ 56.15 $ 41.52 Expected term (years) 5.60 6.25 6.25 Risk-free interest rate 1.70 % 1.00 % 1.00 % Expected volatility 61.54 % 63.73 % 66.80 % |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The following table summarizes the Company’s stock option activity: December 31, 2015 Number of Shares Weighted-average Exercise Price Aggregate Intrinsic Value Weighted- average Remaining Contractual Term Outstanding at beginning of year 552 $ 42.92 Granted 221 34.27 Exercised (41 ) 12.58 Forfeited (34 ) 52.43 Outstanding at end of year 698 $ 41.52 $ 542 6.2 years Vested and expected to vest at end of year 690 $ 41.50 $ 542 6.1 years Exercisable at end of year 391 $ 35.88 $ 542 4.4 years |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes the Company’s unvested restricted stock and RSUs activity: December 31, 2015 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 88 $ 77.94 Granted 117 34.15 Forfeited (51 ) 55.62 Vested (9 ) 70.04 Unvested at end of year 145 $ 46.40 |
Performance units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following table summarizes the Company’s performance units activity: December 31, 2015 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 51 $ 72.57 Granted 23 28.25 Vested (15 ) 55.93 Unvested at end of year 59 $ 59.15 |
Leveraged Restricted Share Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | The following table summarizes the Company’s leveraged restricted share unit awards activity: December 31, 2015 Number of Shares Weighted-average Grant-Date Fair Value Unvested at beginning of year 59 $ 84.85 Vested (18 ) 67.05 Unvested at end of year 41 $ 92.66 |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure | The following table summarizes the future minimum lease payments for non-cancelable operating leases as of December 31, 2015 : 2016 $ 9,400 2017 8,500 2018 7,000 2019 5,100 2020 3,100 Thereafter 8,200 Total future minimum lease payments $ 41,300 |
Segment and Geographic Inform44
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Year Ended December 31, 2015 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Sales to external customers $ 330,968 $ 487,557 $ 221,635 $ — $ 1,040,160 Depreciation and amortization expense 11,805 18,289 12,039 3,315 45,448 Operating (loss) income (1) (8,138 ) 41,732 (164,284 ) (52,533 ) (183,223 ) Total assets (2) 251,810 689,112 224,443 36,611 1,201,976 Capital expenditures 4,074 36,835 3,849 2,281 47,039 Year Ended December 31, 2014 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 388,018 $ 578,806 $ 226,128 $ — $ 1,192,952 Depreciation and amortization expense 9,649 16,749 13,842 2,936 43,176 Operating income (loss) (3) 79,665 85,213 25,694 (52,415 ) 138,157 Total assets (2) 322,936 666,451 396,320 76,356 1,462,063 Capital expenditures 24,834 29,583 3,484 4,234 62,135 Year Ended December 31, 2013 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 318,510 $ 592,616 $ 266,312 $ — $ 1,177,438 Depreciation and amortization expense 8,564 15,237 14,618 1,970 40,389 Operating income (loss) 59,671 93,560 33,039 (50,273 ) 135,997 Total assets (2) 277,760 676,484 431,763 75,623 1,461,630 Capital expenditures 34,194 32,039 3,370 2,982 72,585 _______________ (1) Includes asset impairment charges of $255,116 for the year ended December 31, 2015, attributed to E&C - $68,796 , D&S - $2,020 , and BioMedical - $184,300 . (2) Corporate assets consist primarily of cash, cash equivalents and deferred income taxes. (3) The BioMedical segment’s operating income included recovery of $5,003 increasing operating income for the year ended December 31, 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. |
Schedule of Goodwill [Table Text Block] | The following table presents the changes in goodwill: December 31, 2015 2014 Beginning balance $ 405,522 $ 398,905 Foreign currency translation adjustments and other (1,887 ) (2,676 ) Goodwill acquired during the year 10,601 9,293 Impairment loss (195,846 ) — Ending balance $ 218,390 $ 405,522 Accumulated goodwill impairment loss $ 195,846 $ — The following table represents the changes in goodwill by segment: Energy & Chemicals Distribution & Storage BioMedical Total Balance at January 1, 2014 $ 83,215 $ 160,054 $ 155,636 $ 398,905 Foreign currency translation adjustments and other 130 (2,806 ) — (2,676 ) Goodwill acquired during the year 9,293 — — 9,293 Balance at December 31, 2014 92,638 157,248 155,636 405,522 Foreign currency translation adjustments and other (162 ) (1,909 ) 184 (1,887 ) Goodwill acquired during the year — 10,601 — 10,601 Impairment loss (64,603 ) — (131,243 ) (195,846 ) Balance at December 31, 2015 $ 27,873 $ 165,940 $ 24,577 $ 218,390 Accumulated goodwill impairment loss $ 64,603 $ — $ 131,243 $ 195,846 |
Revenue from External Customers by Products and Services [Table Text Block] | Year Ended December 31, 2015 2014 2013 Energy & Chemicals Natural gas processing (including petrochemical) applications $ 180,909 $ 208,706 $ 175,397 Liquefied natural gas applications 136,049 143,870 114,567 Industrial gas applications 14,010 35,442 28,546 Total Energy & Chemicals 330,968 388,018 318,510 Distribution & Storage Bulk industrial gas applications 203,834 204,214 241,291 Packaged gas industrial applications 167,814 164,966 158,293 Liquefied natural gas applications 115,909 209,626 193,032 Total Distribution & Storage 487,557 578,806 592,616 BioMedical Respiratory therapy 132,321 141,273 175,233 Life sciences 64,641 65,948 61,493 Commercial oxygen generation 24,673 18,907 29,586 Total BioMedical 221,635 226,128 266,312 Total $ 1,040,160 $ 1,192,952 $ 1,177,438 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Net sales by geographic area are reported by the destination of sales. Net property, plant and equipment by geographic area are reported by country of domicile. Sales for the Year Ended December 31, 2015 2014 2013 United States $ 513,691 $ 560,846 $ 479,067 Foreign China 109,978 188,047 231,143 Other foreign countries 416,491 444,059 467,228 Total Foreign $ 526,469 $ 632,106 $ 698,371 Total $ 1,040,160 $ 1,192,952 $ 1,177,438 Property, plant and equipment, net as of December 31, 2015 2014 2013 United States $ 153,987 $ 163,425 $ 146,610 Foreign Czech Republic 19,742 22,511 23,623 China 79,691 57,580 38,569 Germany 12,246 13,495 14,618 Other foreign countries 611 634 785 Total Foreign $ 112,290 $ 94,220 $ 77,595 Total $ 266,277 $ 257,645 $ 224,205 |
Quarterly Data (unaudited) (Tab
Quarterly Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Selected quarterly data for the years ended December 31, 2015 and 2014 are as follows: Year Ended December 31, 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales $ 245,105 $ 270,252 $ 264,047 $ 260,756 $ 1,040,160 Gross profit 72,523 74,880 68,289 72,772 288,464 Operating income (loss) (1) 14,957 25,129 15,609 (238,918 ) (183,223 ) Net income (loss) 5,275 17,082 4,271 (231,144 ) (204,516 ) Net income (loss) attributable to Chart Industries, Inc. 5,246 17,157 4,760 (230,123 ) (202,960 ) Net income (loss) attributable to Chart Industries, Inc. per share—basic (2) $ 0.17 $ 0.56 $ 0.16 $ (7.54 ) $ (6.66 ) Net income (loss) attributable to Chart Industries, Inc. per share—diluted (2) (3) $ 0.17 $ 0.56 $ 0.15 $ (7.54 ) $ (6.66 ) _______________ (1) Includes impairment of goodwill and intangible assets totaling $253,560 as described in Note 3, Asset Impairments, to the consolidated financial statements. (2) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. (3) Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. Year Ended December 31, 2014 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales $ 266,240 $ 306,810 $ 293,841 $ 326,061 $ 1,192,952 Gross profit 77,546 92,181 91,233 96,894 357,854 Operating income (1) 22,146 34,044 40,355 41,612 138,157 Net income 12,339 20,371 23,152 27,210 83,072 Net income attributable to Chart Industries, Inc. 11,997 20,069 22,851 26,947 81,864 Net income attributable to Chart Industries, Inc. per share—basic (2) $ 0.40 $ 0.66 $ 0.75 $ 0.89 $ 2.69 Net income attributable to Chart Industries, Inc. per share—diluted (2) $ 0.38 $ 0.65 $ 0.74 $ 0.88 $ 2.67 |
Significant Accounting Polici46
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Shipping and Handling Revenue | $ (11,592) | $ (8,855) | $ (12,213) |
Shipping, Handling and Transportation Costs | 15,245 | 15,913 | 15,927 |
Advertising Expense | 5,074 | 3,914 | 4,515 |
Research and Development Expense | $ 15,842 | $ 15,588 | $ 14,941 |
Asset Impairments (Details)
Asset Impairments (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Goodwill and Intangible Asset Impairment | $ 207,672 | |||
Share Price | $ 17.96 | $ 34.20 | $ 95.64 | |
Impairment of Intangible Assets, Finite-lived | $ 38,083 | |||
Impairment of Long-Lived Assets Held-for-use | 9,361 | |||
Asset impairments | 253,560 | $ 0 | $ 0 | |
Asset Impairments Charges and Other PP&E Impairment | 255,116 | $ 0 | $ 0 | |
Energy & Chemicals [Member] | ||||
Goodwill and Intangible Asset Impairment | 65,023 | |||
Impairment of Intangible Assets, Finite-lived | 0 | |||
Impairment of Long-Lived Assets Held-for-use | 3,773 | |||
Asset Impairments Charges and Other PP&E Impairment | 68,796 | |||
Distribution & Storage [Member] | ||||
Goodwill and Intangible Asset Impairment | 316 | |||
Impairment of Intangible Assets, Finite-lived | 0 | |||
Impairment of Long-Lived Assets Held-for-use | [1] | 1,704 | ||
Asset Impairments Charges and Other PP&E Impairment | 2,020 | |||
BioMedical [Member] | ||||
Goodwill and Intangible Asset Impairment | 142,333 | |||
Impairment of Intangible Assets, Finite-lived | 38,083 | |||
Impairment of Long-Lived Assets Held-for-use | 3,884 | |||
Asset Impairments Charges and Other PP&E Impairment | 184,300 | |||
Energy & Chemical and BioMedical [Member] | ||||
Impairment of Long-Lived Assets Held-for-use | 7,657 | |||
Customer Relationships [Member] | ||||
Impairment of Intangible Assets, Finite-lived | 15,667 | |||
Unpatented Technology [Member] | ||||
Impairment of Intangible Assets, Finite-lived | 22,417 | |||
Cost of Sales [Member] | ||||
Asset impairments | $ 1,556 | |||
[1] | Asset impairments of $1,556 were included in cost of sales on the consolidated statement of operations for the year ended December 31, 2015. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Inventory, Raw Materials, Gross | $ 76,680 | $ 94,437 |
Inventory, Work in Process, Gross | 33,721 | 35,631 |
Inventory, Finished Goods, Gross | 88,901 | 85,657 |
Inventories, net | 199,302 | 215,725 |
Inventory Valuation Reserves | $ 11,269 | $ 5,233 |
Property, Plant and Equipment49
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 414,189 | $ 385,857 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (147,912) | (128,212) | |
Property, plant and equipment, net | 266,277 | 257,645 | $ 224,205 |
Depreciation | 28,115 | 25,231 | $ 21,159 |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 164,181 | 161,986 | |
Land, Buildings and Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Land, Buildings and Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 35 years | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 163,200 | 165,379 | |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 12 years | ||
Computer equipment, furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 33,993 | 34,866 | |
Computer equipment, furniture and fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Computer equipment, furniture and fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 52,815 | $ 23,626 | |
Distribution & Storage [Member] | Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 45,900 | ||
Chart Cryogenic Engineering Systems Co., Ltd. [Member] | Distribution & Storage [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 6,791 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets Goodwill (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Goodwill, Impaired, Accumulated Impairment Loss | $ 195,846 | $ 0 | |
Share Price | $ 17.96 | $ 34.20 | $ 95.64 |
Goodwill Beginning | $ 405,522 | $ 398,905 | |
Foreign currency translation adjustments and other | (1,887) | (2,676) | |
Goodwill acquired during the year | 10,601 | 9,293 | |
Goodwill Ending | 218,390 | 405,522 | |
Goodwill, Impairment Loss | $ (195,846) | $ 0 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Government grants | $ 8,650 | $ 0 | $ 0 |
Finite-Lived Intangible Assets, Gross | 178,059 | 210,677 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (107,046) | (104,673) | |
Amortization expense | 17,333 | 17,945 | $ 19,230 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 12,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 10,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 9,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 9,800 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | $ 8,500 | ||
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 50 years | ||
Unpatented Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 8,530 | 35,933 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,660) | (6,979) | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 7,770 | 7,809 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,753) | (6,213) | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 10,052 | 8,981 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (6,886) | (6,206) | |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 0 | 421 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 0 | (88) | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 138,223 | 154,945 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (90,180) | (84,776) | |
Use Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | 13,484 | 2,588 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (567) | $ (411) |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment of Intangible Assets, Finite-lived | $ 38,083 | |
Trademarks and Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 35,701 | $ 47,662 |
Debt And Credit Arrangements Su
Debt And Credit Arrangements Summary of Outstanding Borrowings (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Short-term debt | $ 6,160 | $ 4,903 |
Debt, Long-term and Short-term, Combined Amount | 221,794 | 209,002 |
Current Maturities Of Long Term Debt Including Short Term Debt | 6,160 | 4,903 |
Long-term Debt, Excluding Current Maturities | 215,634 | 204,099 |
Foreign Facilities [Member] | ||
Debt Instrument [Line Items] | ||
Short-term debt | 6,160 | 4,903 |
Convertible Debt [Member] | Convertible Notes, Due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 215,634 | $ 204,099 |
Debt And Credit Arrangements Co
Debt And Credit Arrangements Convertible Notes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 84.96 | ||
Interest accretion of convertible notes discount | $ 11,535,000 | $ 10,662,000 | $ 9,854,000 |
Amortization of Financing Costs | 1,290,000 | 1,392,000 | 1,306,000 |
Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 250,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||
Debt Instrument, Interest Rate, Effective Percentage | 7.90% | ||
Number Of Shares Of Convertible Debt Hedged And Capped Call | 3,622 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 84.96 | ||
Proceeds from Issuance of Warrants | $ 48,848,000 | ||
Net Cost Of Convertible Note Hedge And All Capped Transactions | 17,638,000 | ||
Convertible Debt, Noncurrent | 215,634,000 | 204,099,000 | |
Debt Instrument, Unamortized Discount | 34,366,000 | 45,901,000 | |
Interest Expense, Debt | 16,535,000 | 15,662,000 | 14,854,000 |
Interest Expense, Debt, Excluding Amortization | 5,000,000 | 5,000,000 | 5,000,000 |
Interest accretion of convertible notes discount | 11,535,000 | 10,662,000 | 9,854,000 |
Debt Issuance Cost | 7,277,000 | ||
Amortization of Financing Costs | $ 711,000 | $ 711,000 | $ 711,000 |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | ||
Debt Instrument, Convertible, Threshold Trading Days | 30 | ||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | ||
Debt Instrument, Convertible, Conversion Price | $ 69.03 | ||
Maximum days after any five trading day period in which trading price was less than 97 percent of last reported sale price | 5 days | ||
Convertible Notes Principal Amount Denominator For Trading Price | $ 1,000 | ||
Maximum Allowable Percentage Of The Product Of Last Reported Sale Price of Common Stock And Conversion Rate For Convertible Notes Payable | 97.00% | ||
Percent Of The Principal Amount Of The Convertible Notes Plus Accrued Interest To Be Purchased By The Company Subject Company Undergoing A Fundamental Change | 100.00% | ||
Debt Instrument, Fair Value Disclosure, Narrative | The fair value of the Convertible Notes was approximately 88% of their par value as of December 31, 2015 and approximately 95% of their par value as of December 31, 2014. The Convertible Notes are actively quoted instruments and, accordingly, the fair value of the Convertible Notes was determined using Level 1 inputs as defined in Note 11. | ||
Liability Component [Member] | Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 170,885,000 | ||
Debt Issuance Cost | 4,974,000 | ||
Equity Component [Member] | Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | 79,115,000 | ||
Debt Issuance Cost | $ 2,303,000 |
Debt And Credit Arrangements Se
Debt And Credit Arrangements Senior Secured Revolving Credit Facility (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Amortization of Financing Costs | $ 1,290,000 | $ 1,392,000 | $ 1,306,000 |
Senior Secured Revolving Credit Facility [Member] | Secured Debt [Member] | |||
Debt Instrument [Line Items] | |||
Amortization of Financing Costs | $ 579,000 | $ 586,000 | $ 595,000 |
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term | 5 years | ||
Fronting Fee Percentage Charged For Issuance Of Letters Of Credit | 0.125% | ||
Line of Credit Facility, Interest Rate Description | Revolving loans under the SSRCF bear interest, at the applicable Borrower’s election, at either LIBOR or the greatest of (a) the JPMorgan prime rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1% or (c) the Adjusted LIBOR Rate (as defined in the SSRCF) for the relative interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1% (the “Adjusted Base Rate”), plus a margin that varies with the Company’s leverage ratio. | ||
Debt Instrument, Covenant Description | Significant financial covenants for the SSRCF include a minimum liquidity requirement equal to the principal amount of the Convertible Notes outstanding six months prior to the maturity date of the Convertible Notes and when holders of the Convertible Notes have the option to require the Company to repurchase the Convertible Notes, a maximum leverage ratio of 3.25 and a minimum interest coverage to EBITDA ratio of 3.0. The required leverage ratio can be relaxed on up to two occasions, upon notification to the lenders, to 3.75 for up to four consecutive fiscal quarters, for acquisitions and plant expansions of $100,000 or greater. The SSRCF contains a number of other customary covenants,including, but not limited to, restrictions on the Company’s 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. | ||
Debt Instrument, Covenant Compliance | At December 31, 2015, the Company was in compliance with all covenants. | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Unamortized Debt Issuance Expense | $ 2,869 | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 450,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Swingline [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 25,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Letters of Credit [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Foreign Currency [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Foreign Borrower [Member] | |||
Debt Instrument [Line Items] | |||
Letters of Credit Outstanding, Amount | 28,683,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 421,317,000 | ||
Maximum Percentage Of Capital Stock Guaranteed By Company's Material Non-U.S. Subsidiaries For Obligations Under The Senior Credit Facility | 65.00% | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Foreign Borrower [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | ||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Expansion Option [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000,000 | ||
Minimum [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||
Line of Credit, Participation Fee Percentage | 1.50% | ||
Maximum [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | ||
Line of Credit, Participation Fee Percentage | 2.75% |
Debt And Credit Arrangements Fo
Debt And Credit Arrangements Foreign Facilities (Details) CZK in Thousands, $ in Thousands | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CZK | Dec. 31, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||
Short-term debt | $ 6,160 | $ 4,903 | ||
China Facilities [Member] | Chart Cryogenic Engineering Systems Co., Ltd. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Bank Guarantees Supported By Credit Facilities | ¥ 4,700,000 | 722 | ||
China Facilities [Member] | Chart Cryogenic Distribution Equipment Co. Ltd. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Bank Guarantees Supported By Credit Facilities | 5,278,000 | 813 | ||
China Facilities [Member] | Chart Energy & Chemicals Wuxi Co., Ltd. [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Bank Guarantees Supported By Credit Facilities | 558,000 | 86 | ||
Revolving Credit Facility [Member] | China Facilities [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 50,000,000 | 7,700 | ||
Short-term debt | ¥ 30,000,000 | $ 4,620 | ||
Short-term Debt, Weighted Average Interest Rate | 5.40% | 5.40% | 5.40% | |
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Short-term debt | ¥ 10,000,000 | $ 1,540 | ||
Line of Credit [Member] | CCDEC Facility Effective Until June 30, 2016 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | ¥ 40,000,000 | $ 6,160 | ||
Short-term Debt, Weighted Average Interest Rate | 5.70% | 5.70% | 5.70% | |
Line of Credit [Member] | CCESC Facility Effective Until July 5, 2016 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | ¥ 38,000,000 | $ 5,852 | ||
Line of Credit [Member] | CCESC Facility Effective Until June 30, 2016 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | ¥ 30,000,000 | 4,620 | ||
Line of Credit [Member] | Chart Ferox Facilities [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,050 | CZK 175,000 | ||
Bank Guarantees Supported By Credit Facilities | $ 822 | CZK 20,400 | ||
Letter of Credit and Guarantee Fees Percentage | 0.70% | 0.70% | 0.70% | |
Line of Credit [Member] | Chart Luxembourg Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000 |
Debt And Credit Arrangements Sc
Debt And Credit Arrangements Scheduled Annual Maturities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Long-term Debt, Maturities, Repayments of Principal in Year Three | $ 250,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 6,160 | ||
Long Term Debt Maturities Total Repayments Due | 256,160 | ||
Interest Paid | $ 5,113 | $ 6,838 | $ 7,233 |
Financial Instruments and Der58
Financial Instruments and Derivative Financial Instruments Concentration of Credit Risks (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Concentration Risk, Benchmark Description | No single customer exceeded ten percent of consolidated sales in 2015, 2014 and 2013. | ||
Geographic Concentration Risk [Member] | |||
Derivative [Line Items] | |||
Concentration Risk, Percentage | 51.00% | 53.00% | 59.00% |
Customer Concentration Risk [Member] | |||
Derivative [Line Items] | |||
Concentration Risk, Percentage | 36.00% | 34.00% | 37.00% |
Financial Instruments and Der59
Financial Instruments and Derivative Financial Instruments Foreign Currency Forward Contracts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives | $ 2,673 | $ 2,670 | $ (2,940) |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Product Warranties [Abstract] | |||
Standard Product Warranty Accrual Beginning | $ 24,246 | $ 33,827 | $ 44,486 |
Standard Product Warranty Accrual, Warranties Issued | 16,705 | 14,463 | 17,486 |
Standard Product Warranty Accrual, Payments | (19,976) | (24,044) | (28,359) |
Product Warranty Accrual, Additions from Business Acquisition | 0 | 0 | 214 |
Standard Product Warranty Accrual ending | 20,975 | $ 24,246 | $ 33,827 |
Escrow Settlement | $ 5,003 |
Business Combinations Thermax A
Business Combinations Thermax Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Jul. 01, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 218,390 | $ 405,522 | $ 398,905 | |
Thermax [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 29,684 | |||
Business Combination, Consideration Transferred | $ 24,197 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 2,307 | |||
Business Acquisition, Fair Value Of Net Assets Acquired Excluding Goodwill | 19,264 | |||
Goodwill | 10,420 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 10,000 |
Business Combinations Wuxi Acqu
Business Combinations Wuxi Acquisition (Details) $ in Thousands, ¥ in Millions | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | May. 27, 2014CNY (¥) | May. 27, 2014USD ($) | Dec. 31, 2013USD ($) |
Business Acquisition [Line Items] | |||||
Goodwill | $ | $ 218,390 | $ 405,522 | $ 398,905 | ||
Chart Energy & Chemicals Wuxi Co., Ltd. [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | ¥ 73.3 | $ 11,943 | |||
Business Acquisition, Fair Value Of Net Assets Acquired Excluding Goodwill | 15.6 | ||||
Goodwill | ¥ 57.7 |
Business Combinations Contigent
Business Combinations Contigent Consideration (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 1,761,000 | $ 1,074,000 | $ 2,289,000 | $ 1,990,000 |
Fair value of contingent consideration at inception | 1,800,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration Recorded in Income, Liability | (502,000) | (474,000) | 299,000 | |
Payment of contingent consideration | (611,000) | (741,000) | 0 | |
Distribution & Storage [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 11,288 | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 | |||
Business Combination, Contingent Consideration, Liability | 1,761,000 | 0 | 0 | 0 |
Fair value of contingent consideration at inception | 1,800,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration Recorded in Income, Liability | (39,000) | 0 | 0 | |
Payment of contingent consideration | 0 | 0 | ||
BioMedical [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 1,648 | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 0 | |||
Business Combination, Contingent Consideration, Liability | 0 | 1,074,000 | 2,289,000 | $ 1,990,000 |
Fair value of contingent consideration at inception | 0 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration Recorded in Income, Liability | (463,000) | (474,000) | $ 299,000 | |
Payment of contingent consideration | $ (611,000) | $ (741,000) |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Asset Impairments Charges and Other PP&E Impairment | $ 255,116 | $ 0 | $ 0 |
Foreign currency forward contracts | 561 | ||
Total financial assets | 561 | ||
Foreign currency forward contracts | 470 | 49 | |
Contingent consideration liabilities | 1,761 | 1,074 | |
Total financial liabilities | 2,231 | 1,123 | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency forward contracts | 561 | ||
Total financial assets | 561 | ||
Foreign currency forward contracts | 470 | 49 | |
Contingent consideration liabilities | 0 | 0 | |
Total financial liabilities | 470 | 49 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency forward contracts | 0 | ||
Total financial assets | 0 | ||
Foreign currency forward contracts | 0 | 0 | |
Contingent consideration liabilities | 1,761 | 1,074 | |
Total financial liabilities | $ 1,761 | $ 1,074 |
Accumulated Other Comprehensi65
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax | $ (12,513) | $ 3,808 | $ 18,425 | |
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax | (12,391) | (12,494) | (5,103) | |
Accumulated other comprehensive loss | (24,904) | (8,686) | $ 13,322 | |
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Unamortized Gain (Loss) Arising During Period, Net of Tax | (825) | (7,595) | ||
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (17,146) | (22,212) | ||
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net (Gain) Loss, Net of Tax | [1] | 928 | 204 | |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | (16,321) | (14,617) | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax | 103 | (7,391) | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (16,218) | (22,008) | ||
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net Unamortized Gain (Loss) Arising During Period, Tax | 447 | 4,289 | ||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax, Portion Attributable to Parent | 501 | 116 | ||
Selling, General and Administrative Expenses [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | 867 | 196 | ||
Cost of Sales [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | $ 562 | $ 124 | ||
[1] | Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ($562 and $124 for the years ended December 31, 2015 and 2014, respectively) and selling, general and administrative expenses ($867 and $196 for the years ended December 31, 2015 and 2014, respectively) in the consolidated statements of operations. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||||||||||||
Net income attributable to Chart Industries, Inc. | $ (230,123) | $ 4,760 | $ 17,157 | $ 5,246 | $ 26,947 | $ 22,851 | $ 20,069 | $ 11,997 | $ (202,960) | $ 81,864 | $ 83,176 | ||
Basic | $ (7.54) | $ 0.16 | $ 0.56 | $ 0.17 | $ 0.89 | $ 0.75 | $ 0.66 | $ 0.40 | $ (6.66) | [1] | $ 2.69 | [2] | $ 2.75 |
Diluted | $ (7.54) | $ 0.15 | $ 0.56 | $ 0.17 | $ 0.88 | $ 0.74 | $ 0.65 | $ 0.38 | $ (6.66) | [1],[3] | $ 2.67 | [2] | $ 2.60 |
Weighted Average Number of Shares Outstanding, Basic | 30,493 | 30,384 | 30,209 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 282 | 411 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 0 | 974 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 0 | 337 | ||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 30,493 | 30,666 | 31,931 | ||||||||||
[1] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||||||||
[2] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||||||||
[3] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Earnings Per Share Antidilutive
Earnings Per Share Antidilutive Securities (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,311 | 3,416 | 949 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 84.96 | |||
Stock Incentive Plans [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 943 | 48 | 1 | |
Convertible note hedge and capped call transactions [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 948 | [1] |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,368 | 3,368 | 0 | |
[1] | The convertible note hedge and capped call transactions offset any dilution upon actual conversion of the Convertible Notes up to a common stock price of $84.96. See Note 7 for further information. |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income before taxes | |||
United States | $ (187,252) | $ 87,505 | $ 67,355 |
Foreign | (14,580) | 31,659 | 51,303 |
(Loss) income before income taxes | (201,832) | 119,164 | 118,658 |
Current: | |||
Federal | 22,846 | 22,608 | 19,421 |
State | 1,138 | 1,406 | 1,618 |
Foreign | 3,103 | 12,326 | 11,864 |
Current income tax expense (benefit) | 27,087 | 36,340 | 32,903 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (25,707) | 3,135 | 21 |
State and local | (619) | 180 | (364) |
Foreign | 1,923 | (3,563) | (1,264) |
Deferred income tax expense (benefit) | (24,403) | (248) | (1,607) |
Income Tax Expense (Benefit), Continuing Operations | 2,684 | 36,092 | 31,296 |
Effective Tax Rate Reconciliation | |||
Income tax expense at U.S. federal statutory rate | (70,641) | 41,708 | 41,530 |
State income taxes, net of federal tax benefit | 361 | 841 | 757 |
Foreign income, net of credit on foreign taxes | 12 | (245) | 501 |
Effective tax rate differential of earnings outside of U.S. | (46) | (5,411) | (8,257) |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | (5,658) | ||
Change in valuation allowance | 0 | 0 | |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (860) | (1,150) | (2,105) |
Non-deductible items | 2,745 | 1,947 | 865 |
Change in uncertain tax positions | 60 | (52) | (347) |
Domestic production activities deduction | (2,133) | (2,093) | (2,237) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 67,340 | 0 | 0 |
Other items | 188 | 547 | 589 |
Deferred tax assets: | |||
Accruals and reserves | 23,363 | 23,197 | |
Pensions | 6,276 | 6,161 | |
Inventory | 6,768 | 5,176 | |
Stock options | 8,593 | 7,235 | |
Tax credit carryforwards | 1,046 | 553 | |
Foreign net operating loss carryforwards | 2,454 | 1,154 | |
State net operating loss carryforward | 1,922 | 1,331 | |
Other - net | 2,714 | 3,230 | |
Total deferred tax assets before valuation allowance | 53,136 | 48,037 | |
Valuation allowance | (8,842) | (1,982) | |
Total deferred tax assets, net of valuation allowance | 44,294 | 46,055 | |
Deferred tax liabilities: | |||
Property, plant and equipment | 20,482 | 24,063 | |
Intangibles | 25,474 | 47,771 | |
Deferred Tax Liabilities, Convertible Notes | 1,586 | 2,118 | |
Deferred Tax Liabilities, Gross, Noncurrent | 47,542 | 73,952 | |
Total deferred tax liabilities | 3,248 | 27,897 | |
Deferred Tax Assets, Net, Current | 0 | (17,248) | |
Deferred Tax Assets, Net, Noncurrent | (1,898) | (1,743) | |
Long-term deferred tax liabilities | 5,146 | 46,888 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits Beginning Balance | 948 | 941 | 3,339 |
Additions for tax positions of prior years | 98 | 358 | 299 |
Reductions for tax positions of prior years | 0 | (329) | (1,921) |
Lapse of statutes of limitation | (22) | (22) | (776) |
Unrecognized Tax Benefits Ending Balance | 1,024 | 948 | 941 |
Undistributed Earnings of Foreign Subsidiaries | 190,681 | ||
Income Taxes Paid | 30,492 | 31,208 | 24,977 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 504 | 462 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 121 | 94 | |
Unrecognized Tax Benefits, Interest on Income Taxes Expense (Benefit) | 27 | $ (8) | $ 1 |
Possible future decreases in unrecognized tax benefits | $ 219 |
Income Taxes Operating Loss Car
Income Taxes Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
State net operating losses usable after limitations from Internal Revenue Code 382 | $ 29,379 | |
State net operating loss carryforward | 1,922 | $ 1,331 |
Valuation allowance | 8,842 | 1,982 |
Foreign net operating loss carryforwards | 2,454 | $ 1,154 |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 1,514 | |
Foreign Country [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 2,319 | |
Foreign operating losses available to carryforward | 11,542 | |
Foreign operating losses expiring between 2014 and 2016 | 10,747 | |
Foreign operating losses to be carried forward indefinitely | $ 795 |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans - Various (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of net periodic pension expense: | |||
Interest cost | $ 2,289 | $ 2,360 | $ 2,112 |
Expected return on plan assets | (3,199) | (3,105) | (2,705) |
Amortization of net loss | 1,429 | 320 | 1,348 |
Total net periodic pension expense (income) | 519 | (425) | 755 |
Change in projected benefit obligation: | |||
Projected benefit obligation at beginning of year | 62,107 | 50,684 | |
Interest cost | 2,289 | 2,360 | 2,112 |
Benefits paid | (3,088) | (1,876) | |
Actuarial (gains) losses | (3,035) | 10,939 | |
Projected benefit obligation at year end | 58,273 | 62,107 | 50,684 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 45,187 | 42,965 | |
Actual (loss) return | (1,109) | 2,160 | |
Employer contributions | 0 | 1,938 | |
Benefits paid | (3,088) | (1,876) | |
Fair value of plan assets at year end | 40,990 | 45,187 | $ 42,965 |
Funded status (Accrued pension liabilities) | (17,283) | (16,920) | |
Unrecognized actuarial loss recognized in accumulated other comprehensive loss | 19,657 | $ 19,814 | |
Defined Benefit Plan, Amortization of Net Gains (Losses) | $ 1,537 | ||
Assumptions used to determine benefit obligation at year end: | |||
Discount rate | 4.00% | 3.75% | 4.75% |
Assumptions used to determine net periodic benefit cost: | |||
Discount rate | 3.75% | 4.75% | 3.75% |
Expected long-term weighted-average rate of return on plan assets | 7.25% | 7.25% | 7.25% |
Expected future benefit payments | |||
Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months | $ 2,300 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Two | 2,500 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Three | 2,700 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Four | 2,800 | ||
Defined Benefit Plan, Expected Future Benefit Payments, Year Five | 2,900 | ||
In aggregate during five years thereafter | 16,200 | ||
Multiemployer Plan, Period Contributions | 739 | $ 992 | $ 908 |
Defined contribution expense | 10,818 | 10,773 | 9,814 |
Deferred Compensation Arrangement with Individual, Compensation Expense | $ 255 | $ 409 | $ 276 |
Employee Benefit Plans Defined
Employee Benefit Plans Defined Benefit Plan - Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 100% | 100% | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 40,990 | $ 45,187 | $ 42,965 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value, Beginning Balance | 1,986 | 2,161 | |
Return on plan assets | 89 | 34 | |
Purchases, sales and settlements, net | (3,486) | (1,898) | |
Transfers, net | 1,741 | 1,689 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value, Ending Balance | 330 | 1,986 | |
Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 40,660 | 43,201 | |
Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 330 | $ 1,986 | |
Equity Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 60% | 55% | |
Debt Securities [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 30% | 43% | |
Cash and Cash Equivalents [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 6% | 2% | |
Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 27,814 | $ 29,435 | |
Equity Funds [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 27,814 | 29,435 | |
Equity Funds [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Fixed Income Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 12,846 | 13,766 | |
Fixed Income Funds [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 12,846 | 13,766 | |
Fixed Income Funds [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 0 | $ 0 | |
Other Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 4% | 0% | |
Defined Benefit Plan, Fair Value of Plan Assets | $ 330 | $ 1,986 | |
Other Investments [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Other Investments [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 330 | $ 1,986 |
Share-based Compensation Overal
Share-based Compensation Overall (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Expense | $ 11,325 | $ 9,692 | $ 9,989 |
Deferred Tax Benefit from Share-based compensation | (890) | ||
Excess tax benefit from exercise of stock options | $ 1,859 | 6,673 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5,538 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 248 days | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 698 | 552 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,942 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 84 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 145 | 88 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,921 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 215 days | ||
Performance units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 59 | 51 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 482 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Leveraged Restricted Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 41 | 59 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,193 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 281 days | ||
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,421 | ||
Stock Incentive Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 111 | ||
Omnibus Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,350 | ||
Omnibus Equity Plan [Member] | Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 587 | ||
Additional Paid-in Capital [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deferred Tax Benefit from Share-based compensation | $ (890) | ||
Excess tax benefit from exercise of stock options | $ 1,859 | $ 6,673 |
Share-based Compensation Stock
Share-based Compensation Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 248 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5,538 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant-date fair value per share | $ 19.04 | $ 56.15 | $ 41.52 |
Expected term (years) | 5 years 219 days | 6 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.70% | 1.00% | 1.00% |
Expected volatility | 61.54% | 63.73% | 66.80% |
Award vesting period | 4 years | ||
Contractual Term | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period, shares | 552 | ||
Outstanding at beginning of period, price | $ 42.92 | ||
Granted, shares | 221 | ||
Granted, price | $ 34.27 | ||
Exercised | (41) | ||
Exercised, price | $ 12.58 | ||
Expired or forfeited, shares | (34) | ||
Expired or forfeited, price | $ 52.43 | ||
Outstanding at end of period, shares | 698 | 552 | |
Outstanding at end of period, price | $ 41.52 | $ 42.92 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 542 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 58 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 690 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 41.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 542 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 6 years 47 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 391 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 35.88 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 542 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 150 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 84 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,942 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 740 | $ 940 | $ 21,199 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3,625 | $ 3,163 | $ 2,673 |
Share-based Compensation Restri
Share-based Compensation Restricted Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 248 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5,538 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 145 | 88 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 46.40 | $ 77.94 | |
Granted, shares | 117 | ||
Granted, Weighted Average Grant Date Fair Value | $ 34.15 | $ 92.17 | $ 69.72 |
Vested, shares | (9) | ||
Vested, Weighted Average Grant Date Fair Value | $ 70.04 | ||
Forfeited, shares | (51) | ||
Forfeitured, Weighted Average Grant Date Fair Value | $ 55.62 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 215 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,921 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 1,563 | $ 3,930 | $ 5,782 |
Share-based Compensation Perfor
Share-based Compensation Performance Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 248 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5,538 | ||
Performance units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 59 | 51 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 59.15 | $ 72.57 | |
Granted, shares | 23 | ||
Granted, Weighted Average Grant Date Fair Value | $ 28.25 | $ 93.34 | $ 68.21 |
Vested, shares | (15) | 0 | |
Vested, Weighted Average Grant Date Fair Value | $ 55.93 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 482 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 842 | $ 2,650 | |
Performance units [Member] | 2012 Performance units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 0.00% | ||
Performance units [Member] | 2012 Performance units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 200.00% | ||
Performance units [Member] | 2013 Performance units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 0.00% | ||
Performance units [Member] | 2013 Performance units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 200.00% | ||
Performance units [Member] | 2014 Performance units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 0.00% | ||
Performance units [Member] | 2014 Performance units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 200.00% | ||
Leveraged Restricted Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 41 | 59 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 92.66 | $ 84.85 | |
Granted, Weighted Average Grant Date Fair Value | $ 106.90 | $ 80.34 | |
Vested, shares | (18) | 0 | 0 |
Vested, Weighted Average Grant Date Fair Value | $ 67.05 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 281 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,193 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 619 |
Share-based Compensation Levera
Share-based Compensation Leveraged Restricted Share Awards (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 248 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5,538 | ||
Leveraged Restricted Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 41 | 59 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 92.66 | $ 84.85 | |
Granted, Weighted Average Grant Date Fair Value | $ 106.90 | $ 80.34 | |
Vested, shares | (18) | 0 | 0 |
Vested, Weighted Average Grant Date Fair Value | $ 67.05 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 281 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 1,193 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 619 | ||
Leveraged Restricted Share Awards [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Leveraged Restricted Share Units Earned Out Of Leveraged Restricted Share Units Granted | 50.00% | ||
Leveraged Restricted Share Awards [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Leveraged Restricted Share Units Earned Out Of Leveraged Restricted Share Units Granted | 150.00% |
Share-based Compensation Direct
Share-based Compensation Directors' Stock Grants (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonemployee directors stock awards, Quantity of Securities Issued | 23 | 8 | 4 |
Nonemployee directors stock awards, Amount recognized in equity | $ 682 | $ 588 | $ 393 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases [Abstract] | |||
Rental expense under operating leases | $ 11,147 | $ 11,375 | $ 10,581 |
Future minimum lease payments for non-cancelable operating leases | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 9,400 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 8,500 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 7,000 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 5,100 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 3,100 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 8,200 | ||
Operating Leases, Future Minimum Payments Due | $ 41,300 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | ||
Accrued environmental | $ 3,226,000 | $ 3,587,000 |
Number of years expected for future environmental remediation expenditures duration | 13 years | |
Accrual for Environmental Loss Contingencies, Significant Assumptions | The Company accrues for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts and circumstances regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 14 years as ongoing costs of remediation programs. | |
Restructuring and Related Cost, Expected Cost Remaining | $ 3,200,000 | |
Restructuring Costs | 4,100,000 | |
Restructuring Reserve | 2,719,000 | |
Facility Closing [Member] | ||
Loss Contingencies [Line Items] | ||
Restructuring Costs | 710,000 | |
Restructuring Reserve | 3,113,000 | |
Cost of Sales [Member] | ||
Loss Contingencies [Line Items] | ||
Restructuring Costs | 1,700,000 | |
Selling, General and Administrative Expenses [Member] | ||
Loss Contingencies [Line Items] | ||
Restructuring Costs | 2,400,000 | |
Energy & Chemicals [Member] | ||
Loss Contingencies [Line Items] | ||
Severance Costs | 1,395,000 | |
Restructuring and Related Cost, Expected Cost Remaining | 300,000 | |
Distribution & Storage [Member] | ||
Loss Contingencies [Line Items] | ||
Severance Costs | 2,926,000 | |
Restructuring and Related Cost, Expected Cost Remaining | 2,800,000 | |
BioMedical [Member] | ||
Loss Contingencies [Line Items] | ||
Severance Costs | 1,798,000 | |
Restructuring and Related Cost, Expected Cost Remaining | 100,000 | |
Corporate [Member] | ||
Loss Contingencies [Line Items] | ||
Severance Costs | $ 1,329,000 |
Segment and Geographic Inform80
Segment and Geographic Information Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Segment Reporting Information [Line Items] | |||||||||||||
Asset impairments | $ 253,560 | $ 0 | $ 0 | ||||||||||
Asset Impairments Charges and Other PP&E Impairment | 255,116 | 0 | 0 | ||||||||||
Sales to external customers | 1,040,160 | 1,192,952 | 1,177,438 | ||||||||||
Depreciation and amortization expense | 45,448 | 43,176 | 40,389 | ||||||||||
Operating income (loss) | $ (238,918) | $ 15,609 | $ 25,129 | $ 14,957 | $ 41,612 | $ 40,355 | $ 34,044 | $ 22,146 | (183,223) | [1],[2] | 138,157 | [3],[4] | 135,997 |
Total assets (2) | 1,201,976 | 1,462,063 | 1,201,976 | 1,462,063 | 1,461,630 | ||||||||
Capital expenditures | 47,039 | 62,135 | 72,585 | ||||||||||
Escrow Settlement | 5,003 | ||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 266,277 | 257,645 | 266,277 | 257,645 | 224,205 | ||||||||
United States [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 513,691 | 560,846 | 479,067 | ||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 153,987 | 163,425 | 153,987 | 163,425 | 146,610 | ||||||||
CZECH REPUBLIC | |||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 19,742 | 22,511 | 19,742 | 22,511 | 23,623 | ||||||||
China [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 109,978 | 188,047 | 231,143 | ||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 79,691 | 57,580 | 79,691 | 57,580 | 38,569 | ||||||||
Germany [Member] | |||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 12,246 | 13,495 | 12,246 | 13,495 | 14,618 | ||||||||
Other Non-U.S. Countries [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 416,491 | 444,059 | 467,228 | ||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 611 | 634 | 611 | 634 | 785 | ||||||||
Non-U.S. Countries [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 526,469 | 632,106 | 698,371 | ||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||
Property, plant and equipment, net | 112,290 | 94,220 | 112,290 | 94,220 | 77,595 | ||||||||
Energy & Chemicals [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 68,796 | ||||||||||||
Sales to external customers | 330,968 | 388,018 | 318,510 | ||||||||||
Depreciation and amortization expense | 11,805 | 9,649 | 8,564 | ||||||||||
Operating income (loss) | (8,138) | 79,665 | 59,671 | ||||||||||
Total assets (2) | 251,810 | 322,936 | 251,810 | 322,936 | 277,760 | ||||||||
Capital expenditures | 4,074 | 24,834 | 34,194 | ||||||||||
Energy & Chemicals [Member] | Natural gas processing (including petrochemical) applications [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 180,909 | 208,706 | 175,397 | ||||||||||
Energy & Chemicals [Member] | Liquefied natural gas applications [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 136,049 | 143,870 | 114,567 | ||||||||||
Energy & Chemicals [Member] | Industrial gas applications [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 14,010 | 35,442 | 28,546 | ||||||||||
Distribution & Storage [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 2,020 | ||||||||||||
Sales to external customers | 487,557 | 578,806 | 592,616 | ||||||||||
Depreciation and amortization expense | 18,289 | 16,749 | 15,237 | ||||||||||
Operating income (loss) | 41,732 | 85,213 | 93,560 | ||||||||||
Total assets (2) | 689,112 | 666,451 | 689,112 | 666,451 | 676,484 | ||||||||
Capital expenditures | 36,835 | 29,583 | 32,039 | ||||||||||
Distribution & Storage [Member] | Liquefied natural gas applications [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 115,909 | 209,626 | 193,032 | ||||||||||
Distribution & Storage [Member] | Bulk industrial gas applications [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 203,834 | 204,214 | 241,291 | ||||||||||
Distribution & Storage [Member] | Packaged gas industrial applications [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 167,814 | 164,966 | 158,293 | ||||||||||
BioMedical [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 184,300 | ||||||||||||
Sales to external customers | 221,635 | 226,128 | 266,312 | ||||||||||
Depreciation and amortization expense | 12,039 | 13,842 | 14,618 | ||||||||||
Operating income (loss) | (164,284) | 25,694 | 33,039 | ||||||||||
Total assets (2) | 224,443 | 396,320 | 224,443 | 396,320 | 431,763 | ||||||||
Capital expenditures | 3,849 | 3,484 | 3,370 | ||||||||||
BioMedical [Member] | Respiratory therapy [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 132,321 | 141,273 | 175,233 | ||||||||||
BioMedical [Member] | Life sciences [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 64,641 | 65,948 | 61,493 | ||||||||||
BioMedical [Member] | Commercial oxygen generation [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 24,673 | 18,907 | 29,586 | ||||||||||
Corporate [Member] | |||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||
Sales to external customers | 0 | 0 | 0 | ||||||||||
Depreciation and amortization expense | 3,315 | 2,936 | 1,970 | ||||||||||
Operating income (loss) | (52,533) | (52,415) | (50,273) | ||||||||||
Total assets (2) | $ 36,611 | $ 76,356 | 36,611 | 76,356 | 75,623 | ||||||||
Capital expenditures | $ 2,281 | $ 4,234 | $ 2,982 | ||||||||||
[1] | Includes asset impairment charges of $255,116 for the year ended December 31, 2015, attributed to E&C - $68,796, D&S - $2,020 , and BioMedical - $184,300. | ||||||||||||
[2] | Includes impairment of goodwill and intangible assets totaling $253,560 as described in Note 3, Asset Impairments, to the consolidated financial statements. | ||||||||||||
[3] | Includes recovery of $5,003 increasing operating income during the fourth quarter of 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. We continue to pursue recovery for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep in 2012 under our representation and warranty insurance coverage that exists from the acquisition. | ||||||||||||
[4] | The BioMedical segment’s operating income included recovery of $5,003 increasing operating income for the year ended December 31, 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. |
Segment and Geographic Inform81
Segment and Geographic Information Goodwill by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | |||
Goodwill | $ 218,390 | $ 405,522 | $ 398,905 |
Foreign currency translation adjustments and other | (1,887) | (2,676) | |
Goodwill acquired during the year | 10,601 | 9,293 | |
Goodwill, Impairment Loss | (195,846) | 0 | |
Goodwill, Impaired, Accumulated Impairment Loss | 195,846 | 0 | |
Energy & Chemicals [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 27,873 | 92,638 | 83,215 |
Foreign currency translation adjustments and other | (162) | 130 | |
Goodwill acquired during the year | 0 | 9,293 | |
Goodwill, Impairment Loss | (64,603) | ||
Goodwill, Impaired, Accumulated Impairment Loss | 64,603 | ||
Distribution & Storage [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 165,940 | 157,248 | 160,054 |
Foreign currency translation adjustments and other | (1,909) | (2,806) | |
Goodwill acquired during the year | 10,601 | 0 | |
Goodwill, Impairment Loss | 0 | ||
Goodwill, Impaired, Accumulated Impairment Loss | 0 | ||
BioMedical [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 24,577 | 155,636 | $ 155,636 |
Foreign currency translation adjustments and other | 184 | 0 | |
Goodwill acquired during the year | 0 | $ 0 | |
Goodwill, Impairment Loss | (131,243) | ||
Goodwill, Impaired, Accumulated Impairment Loss | $ 131,243 |
Quarterly Data (unaudited) (Det
Quarterly Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Asset impairments | $ 253,560 | $ 0 | $ 0 | ||||||||||
Sales | $ 260,756 | $ 264,047 | $ 270,252 | $ 245,105 | $ 326,061 | $ 293,841 | $ 306,810 | $ 266,240 | 1,040,160 | 1,192,952 | 1,177,438 | ||
Gross profit | 72,772 | 68,289 | 74,880 | 72,523 | 96,894 | 91,233 | 92,181 | 77,546 | 288,464 | 357,854 | 351,723 | ||
Operating Income (Loss) | (238,918) | 15,609 | 25,129 | 14,957 | 41,612 | 40,355 | 34,044 | 22,146 | (183,223) | [1],[2] | 138,157 | [3],[4] | 135,997 |
Net income | (231,144) | 4,271 | 17,082 | 5,275 | 27,210 | 23,152 | 20,371 | 12,339 | (204,516) | 83,072 | 87,362 | ||
Net income attributable to Chart Industries, Inc. | $ (230,123) | $ 4,760 | $ 17,157 | $ 5,246 | $ 26,947 | $ 22,851 | $ 20,069 | $ 11,997 | $ (202,960) | $ 81,864 | $ 83,176 | ||
Basic | $ (7.54) | $ 0.16 | $ 0.56 | $ 0.17 | $ 0.89 | $ 0.75 | $ 0.66 | $ 0.40 | $ (6.66) | [5] | $ 2.69 | [6] | $ 2.75 |
Diluted | $ (7.54) | $ 0.15 | $ 0.56 | $ 0.17 | $ 0.88 | $ 0.74 | $ 0.65 | $ 0.38 | $ (6.66) | [5],[7] | $ 2.67 | [6] | $ 2.60 |
Escrow Settlement | $ (5,003) | ||||||||||||
[1] | Includes asset impairment charges of $255,116 for the year ended December 31, 2015, attributed to E&C - $68,796, D&S - $2,020 , and BioMedical - $184,300. | ||||||||||||
[2] | Includes impairment of goodwill and intangible assets totaling $253,560 as described in Note 3, Asset Impairments, to the consolidated financial statements. | ||||||||||||
[3] | Includes recovery of $5,003 increasing operating income during the fourth quarter of 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. We continue to pursue recovery for breaches of representations and warranties related to warranty costs for certain product lines acquired from AirSep in 2012 under our representation and warranty insurance coverage that exists from the acquisition. | ||||||||||||
[4] | The BioMedical segment’s operating income included recovery of $5,003 increasing operating income for the year ended December 31, 2014 from an escrow settlement for breaches of representations and warranties relating to warranty costs (which are in excess of the settlement amount) for certain product lines acquired from AirSep in 2012. | ||||||||||||
[5] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||||||||
[6] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||||||||
[7] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Schedule II - Valuation and Q83
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||||
Allowance for Doubtful Accounts [Member] | |||||||
Movement in Valuation Allowances and Reserves | |||||||
Balance at beginning of period | $ 6,475 | $ 5,654 | $ 4,080 | ||||
Additions - Charged to costs and expenses | 1,597 | 1,505 | 2,447 | ||||
Additions - Charged to other accounts | 0 | [1] | 0 | [1] | 199 | ||
Deductions | [2] | (953) | (633) | (1,149) | |||
Translations | 154 | 51 | (77) | ||||
Balance at end of period | 6,965 | 6,475 | 5,654 | ||||
Inventory Valuation Reserve [Member] | |||||||
Movement in Valuation Allowances and Reserves | |||||||
Balance at beginning of period | 5,233 | 6,556 | 4,078 | ||||
Additions - Charged to costs and expenses | 14,802 | 4,087 | 2,010 | ||||
Additions - Charged to other accounts | 0 | 0 | [1] | 675 | [1] | ||
Deductions | [3] | (8,351) | (5,158) | (313) | |||
Translations | 415 | 252 | 106 | ||||
Balance at end of period | 11,269 | 5,233 | 6,556 | ||||
Valuation Allowance of Deferred Tax Assets [Member] | |||||||
Movement in Valuation Allowances and Reserves | |||||||
Balance at beginning of period | 1,982 | 1,250 | 1,766 | ||||
Additions - Charged to costs and expenses | 7,190 | 1,089 | 339 | ||||
Additions - Charged to other accounts | 0 | 0 | 0 | ||||
Deductions | (129) | [4] | (290) | [4] | (879) | ||
Translations | 201 | 67 | (24) | ||||
Balance at end of period | $ 8,842 | $ 1,982 | $ 1,250 | ||||
[1] | Reserves at date of acquisition of subsidiary or subsidiaries. | ||||||
[2] | Reversal of amounts previously recorded as bad debt and uncollectible accounts written off. | ||||||
[3] | Inventory items written off against the allowance. | ||||||
[4] | Deductions to the deferred tax assets valuation allowance relate to decreased deferred tax assets and the release of the valuation allowance. |