Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 23, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 30,771,074 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 124,658 | $ 281,959 |
Accounts receivable, less allowances of $10,349 and $10,217 | 195,785 | 142,762 |
Inventories, net | 213,590 | 169,683 |
Unbilled contract revenue | 41,378 | 26,736 |
Prepaid expenses | 15,982 | 16,762 |
Other current assets | 30,808 | 15,075 |
Total Current Assets | 622,201 | 652,977 |
Property, plant, and equipment, net | 293,145 | 251,049 |
Goodwill | 457,481 | 217,970 |
Identifiable intangible assets, net | 298,878 | 93,443 |
Other assets | 21,318 | 17,643 |
TOTAL ASSETS | 1,693,023 | 1,233,082 |
Current Liabilities | ||
Accounts payable | 109,939 | 79,953 |
Customer advances and billings in excess of contract revenue | 100,696 | 74,702 |
Accrued salaries, wages, and benefits | 45,237 | 41,746 |
Current portion of warranty reserve | 13,151 | 15,293 |
Short-term debt and current portion of long-term debt | 244,330 | 6,487 |
Other current liabilities | 37,102 | 43,353 |
Total Current Liabilities | 550,455 | 261,534 |
Long-term debt | 304,012 | 233,711 |
Long-term deferred tax liabilities | 74,136 | 4,241 |
Long-term portion of warranty reserve | 2,504 | 2,978 |
Accrued pension liabilities | 10,896 | 14,362 |
Other long-term liabilities | 18,612 | 17,579 |
Total Liabilities | 960,615 | 534,405 |
Chart Industries’ shareholders’ equity: | ||
Common stock, par value $0.01 per share – 150,000,000 shares authorized, 30,767,789 and 30,613,166 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 308 | 306 |
Additional paid-in capital | 404,502 | 395,843 |
Retained earnings | 337,709 | 336,328 |
Accumulated other comprehensive loss | (12,712) | (35,212) |
Total Chart Industries, Inc. Shareholders’ Equity | 729,807 | 697,265 |
Noncontrolling interests | 2,601 | 1,412 |
Total Equity | 732,408 | 698,677 |
TOTAL LIABILITIES AND EQUITY | $ 1,693,023 | $ 1,233,082 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets Parenthetical - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 30,767,789 | 30,613,166 |
Common stock, shares outstanding | 30,767,789 | 30,613,166 |
Allowance for Doubtful Accounts Receivable, Current | $ 10,349 | $ 10,217 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Sales | $ 240,531 | $ 203,930 | $ 682,839 | $ 644,782 | |
Cost of sales | 170,129 | 134,307 | 493,562 | 435,507 | |
Gross profit | 70,402 | 69,623 | 189,277 | 209,275 | |
Selling, general, and administrative expenses | 56,714 | 45,430 | 159,346 | 143,862 | |
Amortization expense | 3,240 | 2,912 | 9,301 | 9,156 | |
Asset impairments | 0 | 1,217 | 0 | 1,217 | |
Operating expenses | 59,954 | 49,559 | 168,647 | 154,235 | |
Operating income | [1] | 10,448 | 20,064 | 20,630 | 55,040 |
Other expenses: | |||||
Interest expense, net | 4,828 | 4,291 | 13,045 | 12,556 | |
Financing costs amortization | 321 | 321 | 963 | 963 | |
Foreign currency loss | 1,286 | 4 | 1,790 | 117 | |
Other expenses, net | 6,435 | 4,616 | 15,798 | 13,636 | |
Income before income taxes | 4,013 | 15,448 | 4,832 | 41,404 | |
Income tax expense | 1,907 | 1,764 | 2,346 | 12,829 | |
Net income | 2,106 | 13,684 | 2,486 | 28,575 | |
Less: Income (loss) attributable to noncontrolling interests, net of taxes | 596 | (1,341) | 1,105 | (2,952) | |
Net income attributable to Chart Industries, Inc. | $ 1,510 | $ 15,025 | $ 1,381 | $ 31,527 | |
Net income attributable to Chart Industries, Inc. per common share: | |||||
Basic | $ 0.05 | $ 0.49 | $ 0.04 | $ 1.03 | |
Diluted | $ 0.05 | $ 0.48 | $ 0.04 | $ 1.02 | |
Weighted-average number of common shares outstanding: | |||||
Basic | 30,755 | 30,585 | 30,726 | 30,578 | |
Diluted | 31,311 | 31,064 | 31,288 | 30,940 | |
Comprehensive income, net of taxes | $ 10,331 | $ 13,932 | $ 25,070 | $ 29,235 | |
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of taxes | 641 | (1,364) | 1,189 | (3,069) | |
Comprehensive income attributable to Chart Industries, Inc., net of taxes | $ 9,690 | $ 15,296 | $ 23,881 | $ 32,304 | |
[1] | Includes restructuring costs of $2,749 and $305 for the three months ended September 30, 2017 and 2016, respectively, and $12,417 and $6,303 for the nine months ended September 30, 2017 and 2016 respectively. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | ||
OPERATING ACTIVITIES | |||
Net income | $ 2,486 | $ 28,575 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 28,659 | 28,605 | |
Asset Impairments Charges and Other PP&E Impairment | 0 | 1,217 | |
Interest accretion of convertible notes discount | 10,027 | 9,268 | |
Employee share-based compensation expense | 9,555 | 9,014 | |
Financing costs amortization | 963 | 963 | |
Unrealized foreign currency transaction loss | 215 | 318 | |
Other non-cash operating activities | 975 | (390) | |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (10,311) | 55,706 | |
Inventory | (19,264) | 16,246 | |
Unbilled contract revenues and other assets | (8,431) | 38,721 | |
Accounts payable and other liabilities | (4,824) | (43,393) | |
Customer advances and billings in excess of contract revenue | 7,487 | 1,742 | |
Net Cash Provided By Operating Activities | 17,537 | 146,592 | |
INVESTING ACTIVITIES | |||
Capital expenditures | (23,407) | (13,411) | |
Proceeds from Sales of Assets, Investing Activities | 925 | 0 | |
Government grants | 407 | 1,055 | |
Acquisition of businesses, net of cash acquired | (446,004) | (1,383) | |
Net Cash Used In Investing Activities | (468,079) | (13,739) | |
FINANCING ACTIVITIES | |||
Borrowings on revolving credit facilities | 302,176 | 3,820 | |
Repayments on revolving credit facilities | (5,097) | (6,061) | |
Borrowings on term loan | 0 | 13,167 | |
Repayments on term loan | 0 | 1,508 | |
Proceeds from exercise of options | 1,057 | 26 | |
Excess tax benefits from share-based compensation | 0 | 54 | |
Common stock repurchases | (1,954) | (658) | |
Net Cash Provided By Financing Activities | 296,182 | 8,840 | |
Effect of exchange rate changes on cash | 4,854 | 1,875 | |
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents | (149,506) | 143,568 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at Beginning of Period | 282,949 | 123,708 | |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents at End of Period | $ 133,443 | [1] | $ 267,276 |
[1] | Refer to the Debt and Credit Arrangements and Business Combinations notes for further information regarding restricted cash and restricted cash equivalents balances. |
Basis of Preparation
Basis of Preparation | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its consolidated subsidiaries (the “Company” or “Chart”) have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for annual financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . 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 United States including principal executive offices located in Georgia, and an international presence in Asia, Australia, Europe, Mexico and South America. Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Reclassifications: Certain total assets by operating segments and restructuring activities as reported in 2016 were reclassified to conform to the 2017 presentation within the notes to the condensed consolidated financial statements. 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, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. See the Debt and Credit Arrangements note for additional information about restricted cash and restricted cash equivalents, which is included in other current assets and other assets in the accompanying condensed consolidated balance sheets. Recently Issued Accounting Standards: In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The ASU expands and enhances hedge accounting to become more closely aligned with an entity’s risk management activities through hedging strategies. The ASU provides changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements and creates more transparency and better understandability around how economic results are presented in the financial statements. In addition, the new guidance makes certain targeted improvements to ease the application of accounting guidance relative to hedge effectiveness. The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2018. 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, and disclosures. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The FASB issued the guidance to provide clarity as to when modification accounting should be applied when there is a change to the terms or conditions of a share-based payment award in order to prevent diversity in practice. The ASU requires modification accounting to be applied unless all of the following conditions exist: (1) the fair value (or calculated value or intrinsic value, if such measurement is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such measurement is used) of the original award before the original award is modified; if the modification does not affect any of the inputs to the valuation, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award before it was modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award before it was modified. The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2017. 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, and disclosures. In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The new guidance requires companies with sponsored defined benefit pension and/or other postretirement benefit plans to present the service cost component of net periodic benefit cost in the same income statement line item as other compensation costs. The other components of net periodic benefit cost will be presented separately and not included in operating income. In addition, only service costs are eligible to be capitalized as an asset. The standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and the guidance will generally be applied retrospectively, whereas the capitalization of the service cost component will be applied prospectively. Early adoption is permitted with all of the amendments adopted in the same period. If an entity early adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, and disclosures. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance eliminates the requirement to calculate the implied fair value of goodwill (Step 2 of the current guidance’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on current guidance’s Step 1). The guidance will be applied prospectively for annual and interim impairment tests beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The adoption of this ASU would not materially impact the Company’s condensed consolidated financial statements unless Step 1 of the annual goodwill impairment test fails. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The FASB issued the update to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and the guidance will generally be applied retrospectively. Early adoption is permitted with all of the amendments adopted in the same period. If an entity early adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the effect that the ASU will have on the Company’s condensed consolidated statements of cash flows. In February 2016, the FASB issued 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 expects adoption to increase the assets and liabilities recorded on its condensed consolidated balance sheet and increase the level of disclosures related to leases. The Company also expects that adoption of the new standard will require changes to its internal controls to support recognition and disclosure requirements under the new standard. The Company is currently assessing the effect that the ASU will have on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and subsequently issued additional guidance that modified ASU 2014-09. ASU 2014-09 and the subsequent modifications are identified as “Accounting Standards Codification (“ASC”) 606.” ASC 606 replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and provides for expanded disclosure requirements. The update requires 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. ASC 606 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. ASC 606 becomes effective for fiscal years beginning after December 15, 2017. The Company plans to adopt ASC 606 as of January 1, 2018 and has developed an implementation plan to adopt ASC 606 using the modified retrospective approach through a cumulative adjustment to retained earnings. As part of the implementation plan, the Company has identified its revenue streams and is in the process of performing contract reviews to assess the impact of ASC 606 on its results of operations. The Company expects to complete the contract reviews in the near future. While the Company continues to assess all impacts of the accounting change, the Company currently believes that the most significant impact will relate to the timing of revenue recognition. The Company expects the majority of revenue that has historically been recognized when products are shipped, title has transferred and collection is reasonably assured will meet the criteria for using point-in-time revenue recognition. The Company also expects that the majority of the revenue that has historically been recognized using the percentage of completion method of accounting will meet the criteria for over time revenue recognition. At this time, the Company has identified the following impacts related to timing of revenue recognition: • Certain operations that have historically recognized revenue at a point-in-time will be required to change to the over time revenue recognition model as certain contracts contain language that meets the over time criteria established in ASC 606. • A portion of the revenue that has been deferred due to the current guidance for bill and hold revenues will be required to be recognized when the manufacturing process has been completed. The Company is in the process of quantifying the above changes but does not expect them to be material to its consolidated financial statements. The Company expects adoption to increase the level of disclosures related to revenue recognition. In addition, the Company is in the process of identifying appropriate changes to its accounting policies, information technology systems, business processes, and internal control over financial reporting to support recognition under the new standard. The Company plans to complete the design of any necessary changes to its business processes, controls and systems and implement the changes over the remainder of 2017. Recently Adopted Accounting Standards: In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The FASB issued the update to clarify how restricted cash or restricted cash equivalents should be presented in the statement of cash flows. The Company early adopted the amendments provided in ASU 2016-18 effective January 1, 2017 as reflected in these condensed consolidated financial statements to provide financial statement users with more transparent disclosure about restricted cash and restricted cash equivalents. The amendments were applied using a retrospective transition method to each period presented. Prior periods were not restated as the impact of adoption of ASU 2016-18 was not material to prior periods. The cash, cash equivalents, restricted cash, and restricted cash equivalents balance included $8,785 of restricted cash and restricted cash equivalents at September 30, 2017 . Restricted cash and restricted cash equivalents are included in other current assets and other assets in the accompanying condensed consolidated balance sheet at September 30, 2017 . In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The FASB issued the update to change certain aspects of accounting for share-based payments to employees. The update eliminated additional paid-in-capital pools and requires all income tax effects of awards to be recognized in the statements of operations when the awards vest or settle. The Company prospectively recognized the excess income tax effects of awards as income tax expense or benefit in the condensed statements of operations and has elected to continue to estimate the number of share-based awards expected to vest rather than electing to account for forfeitures as they occur. In addition, the Company prospectively recognized the excess tax benefits along with other income tax cash flows as an operating activity in the condensed consolidated statements of cash flows. The Company adopted this guidance effective January 1, 2017. The adoption of the guidance did not have a material impact on the Company’s condensed 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 Company adopted this guidance prospectively for the fiscal year beginning January 1, 2017. The adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
Inventories (Notes)
Inventories (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories In January 2017, the Company prospectively adopted the guidance per ASU 2015-11, “Simplifying the Measurement of Inventory.” The Company previously measured its inventory at the lower of cost or market with cost being determined by the first-in, first-out (“FIFO”) method. Based on the new guidance, the Company measures its inventory at the lower of cost or net realizable value with net realizable value being the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. The following table summarizes the components of inventory: September 30, December 31, Raw materials and supplies $ 98,226 $ 65,719 Work in process 37,047 31,576 Finished goods 78,317 72,388 Total inventories, net $ 213,590 $ 169,683 The allowances for excess and obsolete inventory was $8,525 and $10,069 at September 30, 2017 and December 31, 2016 , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets Goodwill The following table represents the changes in goodwill by segment: Energy & Chemicals Distribution & Storage BioMedical Total Balance at December 31, 2016 $ 27,873 $ 165,520 $ 24,577 $ 217,970 Foreign currency translation adjustments and other — 2,214 (104 ) 2,110 Goodwill acquired during the year 236,246 1,155 — 237,401 Balance at September 30, 2017 $ 264,119 $ 168,889 $ 24,473 $ 457,481 Accumulated goodwill impairment loss at September 30, 2017 and December 31, 2016 $ 64,603 $ — $ 131,243 $ 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) (2) : September 30, 2017 December 31, 2016 Weighted-average Estimated Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets: Customer relationships 12 years $ 233,208 $ (83,596 ) $ 119,320 $ (81,614 ) Unpatented technology 12 years 27,686 (3,836 ) 8,186 (3,132 ) Land use rights 50 years 13,222 (1,097 ) 12,650 (860 ) Trademarks and trade names 14 years 5,517 (2,767 ) 4,918 (2,198 ) Patents and other 6 years 2,878 (502 ) 1,235 (695 ) Total finite-lived intangible assets 14 years $ 282,511 $ (91,798 ) $ 146,309 $ (88,499 ) Indefinite-lived intangible assets: Trademarks and trade names $ 108,165 — $ 35,633 — Total intangible assets $ 390,676 $ (91,798 ) $ 181,942 $ (88,499 ) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized amounts are written off. (2) The Company amortizes certain identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from one to 50 years . Expense for intangible assets subject to amortization was $3,240 and $2,912 for the three months ended September 30, 2017 and 2016 , respectively, and $9,301 and $9,156 for the nine months ended September 30, 2017 and 2016 , respectively. The Company estimates future amortization expense for its current finite-lived intangible assets as follows: For the Year Ending December 31, 2017 $ 15,700 2018 24,400 2019 24,100 2020 22,200 2021 16,100 Government Grants The Company received $407 in government grants during the first nine months of 2017 . The government grants are related to property, plant, and equipment and land use rights related to expansion in China. The grants are recorded in other current liabilities and other long-term liabilities in the condensed consolidated balance sheets and recognized into income over the useful life of the associated assets ( 10 to 50 years). Government grants at September 30, 2017 and December 31, 2016 are as follows: September 30, December 31, Current $ 481 $ 446 Long-term 8,378 8,153 Total government grants $ 8,859 $ 8,599 |
Debt and Credit Arrangements
Debt and Credit Arrangements | 9 Months Ended |
Sep. 30, 2017 | |
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: September 30, December 31, Convertible notes, due August 2018, effective interest rate of 7.9% $ 238,142 $ 228,115 Senior secured revolving credit facility, due October 2019, effective interest rate of 4.0% 300,000 — Foreign facilities 10,792 13,208 Total debt 548,934 241,323 Unamortized debt issuance costs (592 ) (1,125 ) Total debt, net of unamortized debt issuance costs 548,342 240,198 Less: current maturities (1) (244,330 ) (6,487 ) Long-term debt $ 304,012 $ 233,711 _______________ (1) Current maturities includes $238,142 current convertible notes at September 30, 2017. Convertible Notes The outstanding aggregate principal amount of the Company’s 2.0% Convertible Senior Subordinated Notes due August 1, 2018 (the “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’s 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 September 30, 2017 and December 31, 2016 , the carrying amount of the liability component was $238,142 (less debt issuance costs of $592 ) and $228,115 (less debt issuance costs of $1,125 ), respectively, and the unamortized debt discount of the Convertible Notes was $11,858 and $21,885 , respectively. For the three months ended September 30, 2017 and 2016 , interest expense for the Convertible Notes was $4,658 and $4,400 , respectively, which included $3,408 and $3,150 of non-cash interest accretion expense related to the carrying amount of the Convertible Notes, respectively, and $1,250 of cash interest for both periods. For the nine months ended September 30, 2017 and 2016 , interest expense for the Convertible Notes was $13,777 and $13,018 , respectively, which included $10,027 and $9,268 of non-cash interest accretion expense related to the carrying amount of the Convertible Notes, respectively, and $3,750 of 2.0% cash interest for both periods. 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. For the three months ended September 30, 2017 and 2016 , total expense associated with the amortization of these debt issuance costs was $178 for both periods. For the nine months ended September 30, 2017 and 2016 , total expense associated with the amortization of these debt issuance costs was $533 for both periods. 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. The Convertible Notes are classified as current liabilities at September 30, 2017 as their maturity is within 12 months of the balance sheet date. At the end of the third quarter of 2017, events for early conversion were not met, and thus the Convertible Notes were not convertible as of and for the fiscal quarter beginning October 1, 2017 . 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. This balance is recorded in other assets in the condensed consolidated balance sheets. For the three months ended September 30, 2017 and 2016 , total expense associated with the amortization of these debt issuance costs was $143 for both periods. For the nine months ended September 30, 2017 and 2016 , the related financing costs amortization was $430 for both periods. 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. On September 19, 2017, the Company entered into an amendment (“Amendment No. 2”) to its SSRCF to exclude the acquisition of RCHPH Holdings, Inc. (“Hudson”) (see Business Combinations footnote) from the pro forma leverage ratio requirement of the SSRCF. Concurrently with Amendment No. 2, the Company has exercised its right under the SSRCF to elect an increase in the maximum permissible leverage ratio thereunder to 3.75 for the four fiscal-quarter period ending September 30, 2018. At September 30, 2017 , the Company was in compliance with all covenants. As of September 30, 2017 , there were $300,000 in borrowings outstanding under the SSRCF (“SSRCF Debt”), bearing interest at 4.00% . The Company borrowed against this facility to fund the acquisition of Hudson. For both the three and nine months ended September 30, 2017, interest expense for the SSRCF Debt was $333. The Company had $44,828 in letters of credit and bank guarantees supported by the SSRCF, which had availability of $105,172 at September 30, 2017 . 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”) 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 facility with 50.0 million Chinese yuan (equivalent to $7,534 ) in borrowing capacity which can be utilized for either revolving loans, bonds/guarantees, or bank draft acceptances. Any borrowings made by CCESC, CCDEC or Chengdu under the China Facilities are guaranteed by the Company. At September 30, 2017 , there were no borrowings outstanding under the revolving facility, but CCESC and CCDEC had 2.6 million Chinese yuan (equivalent to $386 ), and 0.5 million Chinese yuan (equivalent to $78 ) in bank guarantees, respectively. CCDEC maintains an unsecured credit facility whereby CCDEC may borrow up to 30.0 million Chinese yuan (equivalent to $4,520 ) for working capital purposes. At September 30, 2017 , there was 15.0 million Chinese yuan (equivalent to $2,260 ) outstanding under this facility, bearing interest at 4.35% . CCDEC was negotiating new terms of this facility including a new maturity date as of the end of the third quarter of 2017. CCESC entered into a term loan during the second quarter of 2016. The term loan is secured by certain CCESC land use rights and allows for up to 86.6 million Chinese yuan (equivalent to $13,052 ) in borrowings. The loan has a term of eight years with semi-annual installment payments of at least 10.0 million Chinese yuan and a final maturity date of May 26, 2024. At September 30, 2017 , there was 56.6 million Chinese yuan (equivalent to $8,532 ) outstanding on this loan, bearing interest at 5.39% . Foreign Facilities – Europe Chart Ferox, a.s. (“Ferox”), a wholly-owned subsidiary of the Company, maintains a secured credit facility with capacity of up to 125.0 million Czech koruna (equivalent to $5,680 ) and two secured credit facilities with capacity of up to 5.6 million euros (equivalent to $6,585 ). All three facilities allow Ferox to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. Under two of the 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, and under one facility, Ferox must pay the letter of credit and guarantee fees equal to 0.50% . Ferox’s land, buildings, and cash collateral secure the credit facilities. As of September 30, 2017 , there were bank guarantees of 147.1 million Czech koruna (equivalent to $6,683 ) 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 September 30, 2017 . Letters of Credit Chart Energy & Chemicals, Inc. (“Chart E&C”), a wholly-owned subsidiary of the Company, has $6,442 in deposits in a bank outside of the SSRCF to secure letters of credit. The deposits are treated as restricted cash and restricted cash equivalents in the condensed consolidated balance sheets ( $5,445 in other current assets and $997 in other assets at September 30, 2017 ). Fair Value Disclosures The fair value of the Convertible Notes was approximately 99% of their par value and approximately 96% of their par value as of September 30, 2017 and December 31, 2016 , respectively. 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 the Fair Value Measurements note. The fair value of the SSRCF Debt as of September 30, 2017 was estimated based on the present value of the underlying cash flows discounted using market interest rates. Under this method, the fair value of the SSRCF Debt approximated its carrying amount as of September 30, 2017. The Company’s SSRCF Debt was valued using observable inputs and, accordingly, the valuation is performed using Level 2 inputs as defined in the Fair Value Measurements note. |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Financial Instruments [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 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 British pound, 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 condensed consolidated balance sheets as other current assets or liabilities and reported as financial assets and liabilities in the Fair Value Measurements note. Changes in their fair value are recorded in the condensed consolidated statements of operations and comprehensive 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 the Fair Value Measurements note. Gains or losses on settled or expired contracts are recorded in the condensed consolidated statements of operations and comprehensive income as foreign currency gains or losses. The changes in fair value with respect to the Company’s foreign currency forward contracts generated a net gain of $65 and a net loss of $32 for the three months ended September 30, 2017 and 2016 , respectively. The changes in fair value with respect to the Company’s foreign currency forward contracts generated a net gain of $267 and a net loss of $130 for the nine months ended September 30, 2017 and 2016 , respectively. |
Product Warranties (Notes)
Product Warranties (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Product Warranties Disclosures [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 condensed consolidated statements 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 condensed consolidated balance sheets. The following table represents changes in the Company’s consolidated warranty reserve: Balance at December 31, 2016 $ 18,271 Issued – warranty expense 5,510 Acquired – warranty reserve 858 Change in estimate – warranty expense 282 Warranty usage (9,266 ) Balance at September 30, 2017 $ 15,655 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information, Description | Supplemental Pro Forma Information The following unaudited supplemental pro forma financial information is based on the Company’s historical condensed consolidated financial statements and Hudson’s historical condensed consolidated financial statements as adjusted to give effect to the September 20, 2017 acquisition of Hudson. The unaudited supplemental pro forma financial information for the periods presented gives effect to the acquisition as if it had occurred on January 1, 2016. The following adjustments are reflected in the pro forma financial table below: • the effect of decreased interest expense related to the repayment of the Hudson term loan and revolving credit facility, net of the additional borrowing on the Chart senior secured revolving credit facility, • amortization of acquired intangible assets, • step-up depreciation of acquired property, plant and equipment, • inventory fair value step-up amortization expense, • nonrecurring acquisition-related expenses directly attributable to the Hudson acquisition of $15,917 and $16,529 were adjusted out of the pro forma net income attributable to Chart Industries, Inc. for the three and nine months ended September 30, 2017, respectively, and • nonrecurring acquisition-related expenses incurred by Chart directly related to the Hudson acquisition of $7,254 and $8,130 , were adjusted out of the pro forma net income attributable to Chart Industries, Inc. for the three and nine months ended September 30, 2017, respectively. This unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the periods presented. In addition, the unaudited pro forma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents pro forma sales, net income attributable to Chart Industries, Inc., and net income attributable to Chart Industries, Inc. per common share data assuming Hudson was acquired at the beginning of the 2016 fiscal year: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Pro forma sales $ 282,432 $ 241,725 $ 824,066 $ 777,671 Pro forma net income attributable to Chart Industries, Inc. 3,888 15,434 5,305 36,341 Pro forma net income attributable to Chart Industries, Inc. per common share, basic $ 0.13 $ 0.50 $ 0.17 $ 1.19 Pro forma net income attributable to Chart Industries, Inc. per common share, diluted $ 0.12 $ 0.50 $ 0.17 $ 1.17 |
Business Combinations | Business Combinations Hudson Acquisition On September 20, 2017, the Company and Chart Sully Corporation, a wholly owned subsidiary of the Company (“Merger Sub”), completed the previously announced acquisition of Hudson pursuant to the terms of the Agreement and Plan of Merger, as amended (the “Merger Agreement”), by and between Chart, Merger Sub, Hudson and R/C Hudson Holdings, L.P., solely in its capacity as the Initial Holder Representative under the Merger Agreement. The acquisition was accomplished by the merger of Merger Sub with and into Hudson, with Hudson surviving the merger as a wholly owned subsidiary of the Company (the “Acquisition”). The preliminary estimated Acquisition purchase price was $419,394 , net of cash acquired, including an estimated net working capital adjustment amount of $5,894 , and $3,500 in acquisition-related tax benefits acquired, as defined in the Merger Agreement. The total purchase price is subject to further adjustments. Approximately $300,000 of the purchase price was funded through borrowings under the Company’s senior secured revolving credit facility, and the remainder of the purchase price was funded with cash on hand. Hudson, which has operations in the United States, China and Italy and a joint venture in Mexico, designs, manufactures, sells and services products used in refining, heating, ventilation and air conditioning (HVAC), petrochemical, natural gas, power generation, industrial and commercial end markets. Hudson is a North American leader in air-cooled heat exchangers and a global leader in axial flow cooling fans. Hudson’s results of operations are included in the Company’s Energy & Chemicals (“E&C”) segment since the date of the acquisition. The Company preliminarily allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. The preliminary fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The Company estimated the preliminary fair value of acquired unpatented technology and trademarks and trade names using the relief from royalty method. The preliminary fair values of acquired customer backlog and customer relationships were estimated using the multi-period excess earnings method. Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. The estimated useful lives of identifiable finite-lived intangible assets range from two to 12 years . Hudson complements Chart’s E&C segment with the addition of its Fin-Fan® brand and other air cooled heat exchangers which broaden E&C’s end market diversity from primarily liquefied natural gas, industrial and natural gas to include HVAC, petrochemical and power generation. The addition of Hudson’s fans business, known by the Tuf-Lite® and Cofimco® brands, allows E&C to offer a broader technology solution for Chart’s customers. Management anticipates the combination of strong engineering cultures will continue to further develop full service solutions for Chart’s customers. The preliminary estimated goodwill was established due to the benefits outlined above, as well as the benefits derived from the anticipated synergies of Hudson integrating with Chart’s E&C segment. Goodwill recorded for the Hudson acquisition is not expected to be deductible for tax purposes. The acquisition consideration allocation below is preliminary, pending completion of the fair value analyses of acquired assets and liabilities as well as certain other analyses. The excess of the purchase price over the estimated fair values is assigned to goodwill. As additional information becomes available, the Company may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Any such revisions or changes may be material. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the Hudson acquisition: Net assets acquired: Goodwill $ 227,397 Identifiable intangible assets 202,000 Accounts receivable 34,669 Property, plant and equipment 30,590 Inventories 24,900 Other current assets (1) 9,359 Unbilled contract revenue 4,589 Other assets 2,876 Prepaid expenses 873 Deferred tax liabilities (68,559 ) Accounts payable (21,246 ) Customer advances and billings in excess of contract revenue (16,928 ) Accrued salaries, wages and benefits (4,442 ) Other current liabilities (3,984 ) Other long-term liabilities (1,861 ) Current portion of warranty reserve (839 ) Net assets acquired $ 419,394 _______________ (1) Pursuant to the provisions of the Merger Agreement, Hudson deposited $2,343 into a Rabbi Trust which represents amounts payable to eligible parties under Long-Term Incentive Agreements. This balance is treated as restricted cash and restricted cash equivalents in the condensed consolidated balance sheets and is classified as other current assets. Information regarding identifiable intangible assets acquired in the Hudson acquisition is presented below: Weighted-average Estimated Useful Life Preliminary Estimated Asset Fair Value Finite-lived intangible assets: Customer relationships 10 years $ 109,200 Unpatented technology 12 years 19,200 Customer backlog (1) 2 years 1,200 Total finite-lived intangible assets acquired 10 years 129,600 Indefinite-lived intangible assets: Trademarks and trade names 72,400 Total identifiable intangible assets acquired $ 202,000 _______________ (1) Customer backlog acquired is included in “Patents and other” in the Goodwill and Intangible Assets note. For the period September 20, 2017 to September 30, 2017, net sales attributed to the acquired Hudson operations was $6,089 . For the same period, Hudson contributed $1,202 to operating income which included $372 of intangible asset amortization expense. During the three and nine months ended September 30, 2017, the Company incurred $7,254 and $8,130 , respectively, in acquisition related costs related to the Hudson acquisition which were recorded in selling, general and administrative expenses in the condensed consolidated statements of operations. Supplemental Pro Forma Information The following unaudited supplemental pro forma financial information is based on the Company’s historical condensed consolidated financial statements and Hudson’s historical condensed consolidated financial statements as adjusted to give effect to the September 20, 2017 acquisition of Hudson. The unaudited supplemental pro forma financial information for the periods presented gives effect to the acquisition as if it had occurred on January 1, 2016. The following adjustments are reflected in the pro forma financial table below: • the effect of decreased interest expense related to the repayment of the Hudson term loan and revolving credit facility, net of the additional borrowing on the Chart senior secured revolving credit facility, • amortization of acquired intangible assets, • step-up depreciation of acquired property, plant and equipment, • inventory fair value step-up amortization expense, • nonrecurring acquisition-related expenses directly attributable to the Hudson acquisition of $15,917 and $16,529 were adjusted out of the pro forma net income attributable to Chart Industries, Inc. for the three and nine months ended September 30, 2017, respectively, and • nonrecurring acquisition-related expenses incurred by Chart directly related to the Hudson acquisition of $7,254 and $8,130 , were adjusted out of the pro forma net income attributable to Chart Industries, Inc. for the three and nine months ended September 30, 2017, respectively. This unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the periods presented. In addition, the unaudited pro forma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable. The following table presents pro forma sales, net income attributable to Chart Industries, Inc., and net income attributable to Chart Industries, Inc. per common share data assuming Hudson was acquired at the beginning of the 2016 fiscal year: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Pro forma sales $ 282,432 $ 241,725 $ 824,066 $ 777,671 Pro forma net income attributable to Chart Industries, Inc. 3,888 15,434 5,305 36,341 Pro forma net income attributable to Chart Industries, Inc. per common share, basic $ 0.13 $ 0.50 $ 0.17 $ 1.19 Pro forma net income attributable to Chart Industries, Inc. per common share, diluted $ 0.12 $ 0.50 $ 0.17 $ 1.17 VCT Vogel GmbH Acquisition On August 31, 2017, Chart Germany GmbH, a wholly-owned subsidiary of the Company, acquired 100% of the equity interests of VCT Vogel GmbH (“VCT”) for an estimated purchase price of 3.5 million euros (equivalent to $4,139 ), subject to a working capital adjustment. VCT, located in Gablingen, Germany, services and repairs cryogenic and other mobile gas tank equipment and trucks. VCT also designs, manufactures and sells truck mounted drive and control systems for the operation of cryogenic pumps on trailers, rigid trucks and containers. VCT’s results are included in the Company’s Distribution & Storage (“D&S”) segment from the date of acquisition. Additional information related to the VCT acquisition has not been presented because the impact on the Company’s consolidated results of operations and financial position is not material. Hetsco, Inc. Acquisition On January 13, 2017, the Company acquired 100% of the equity interests in Hetsco, Inc. from Global Power Equipment Group, Inc. for an estimated purchase price of $23,162 , which was paid upon closing. The purchase price allocation reported at March 31, 2017 was preliminary and was based on provisional fair values. During the second quarter, the Company received revised third-party valuations, performed other analyses and recorded $380 in accounts receivable for post-closing adjustments, which resulted in an adjusted net purchase price of $22,782 . No adjustments were made during the third quarter of 2017. The post-closing adjustments and revised fair values resulted in the following adjustments to the net assets acquired: September 30, 2017 Adjustments As Previously Reported March 31, 2017 Goodwill $ 8,849 $ (1,271 ) $ 10,120 Identifiable intangible assets – customer relationships 8,090 810 7,280 Other identifiable intangible assets 1,150 30 1,120 Other net assets 4,693 51 4,642 Net assets acquired $ 22,782 $ (380 ) $ 23,162 The assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. Hetsco, Inc. is headquartered in Franklin, Indiana and provides emergency, specialty welding and construction services to natural gas processing, petrochemical, and air gas separation industries. Hetsco’s results are included in the Company’s E&C segment from the date of acquisition. Pro-forma information related to the Hetsco, Inc. acquisition has not been presented because the impact on the Company’s consolidated results of operations and financial position is not material. Contingent Consideration The estimated fair value of contingent consideration relating to the 2015 D&S 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 October 1, 2017 and July 1, 2019 based on the attainment of certain earnings targets. The potential payments related to Thermax contingent consideration are between $0 and $11,288 . Valuations are performed using Level 3 inputs as defined in the Fair Value Measurements note 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 condensed consolidated balance sheets. Changes in fair value of contingent consideration, including accretion, are recorded as selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income. The following table represents the changes in contingent consideration liabilities: Balance at December 31, 2016 $ 1,923 Decrease in fair value of contingent consideration liabilities (1,622 ) Balance at September 30, 2017 $ 301 For the nine months ended September 30, 2017 , the fair value of contingent consideration decreased by $1,622, which was primarily driven by economic circumstances that significantly reduced the likelihood of achieving certain earnings targets for the duration of the remaining potential payout period. There was no change in contingent consideration for the three months ended September 30, 2017 . For the three and nine months ended September 30, 2016 , the fair value of contingent consideration increased by $75 and $122, respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 reflect the Company’s assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Financial assets and liabilities measured at fair value on a recurring basis and presented in the Company’s condensed consolidated balance sheets are as follows: September 30, 2017 Total Level 2 Level 3 Foreign currency forward contracts $ 20 $ 20 $ — Total financial assets $ 20 $ 20 $ — Foreign currency forward contracts $ 170 $ 170 $ — Contingent consideration liabilities 301 — 301 Total financial liabilities $ 471 $ 170 $ 301 December 31, 2016 Total Level 2 Level 3 Foreign currency forward contracts $ 39 $ 39 $ — Total financial assets $ 39 $ 39 $ — Foreign currency forward contracts $ 92 $ 92 $ — Contingent consideration liabilities 1,923 — 1,923 Total financial liabilities $ 2,015 $ 92 $ 1,923 Refer to the Derivative Financial Instruments note for further information regarding derivative financial instruments and the Business Combinations note for further information regarding contingent consideration liabilities. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income [Text Block] | Accumulated Other Comprehensive Loss The following tables represent changes in accumulated other comprehensive loss by component: Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2017 $ (10,784 ) $ (10,108 ) $ (20,892 ) Other comprehensive income 6,657 — 6,657 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $109 (1) (3) 1,322 201 1,523 Net current-period other comprehensive income, net of taxes 7,979 201 8,180 Balance at September 30, 2017 $ (2,805 ) $ (9,907 ) $ (12,712 ) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2016 $ (12,506 ) $ (11,892 ) $ (24,398 ) Other comprehensive income 21 — 21 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $135 (1) — 250 250 Net current-period other comprehensive income, net of taxes 21 250 271 Balance at September 30, 2016 $ (12,485 ) $ (11,642 ) $ (24,127 ) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2016 $ (24,701 ) $ (10,511 ) $ (35,212 ) Other comprehensive income 20,574 — 20,574 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $326 (2) (3) 1,322 604 1,926 Net current-period other comprehensive income, net of taxes 21,896 604 22,500 Balance at September 30, 2017 $ (2,805 ) $ (9,907 ) $ (12,712 ) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2015 $ (12,513 ) $ (12,391 ) $ (24,904 ) Other comprehensive income 28 — 28 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $404 (2) — 749 749 Net current-period other comprehensive income, net of taxes 28 749 777 Balance at September 30, 2016 $ (12,485 ) $ (11,642 ) $ (24,127 ) _______________ (1) Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ( $122 and $152 ) and selling, general, and administrative expenses ( $188 and $233 ) for the three months ended September 30, 2017 and 2016 , respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note. (2) Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ( $366 and $454 ) and selling, general, and administrative expenses ( $564 and $699 ) for the nine months ended September 30, 2017 and 2016 , respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note. (3) For the three and nine months ended September 30, 2017 , $1,322 was reclassified from accumulated other comprehensive loss to foreign currency loss in the condensed consolidated statements of operations and comprehensive income related to certain intercompany transactions. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Equity | Earnings Per Share The following table presents calculations of net income per share of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income attributable to Chart Industries, Inc. $ 1,510 $ 15,025 $ 1,381 $ 31,527 Net income attributable to Chart Industries, Inc. per common share: Basic $ 0.05 $ 0.49 $ 0.04 $ 1.03 Diluted $ 0.05 $ 0.48 $ 0.04 $ 1.02 Weighted average number of common shares outstanding — basic 30,755 30,585 30,726 30,578 Incremental shares issuable upon assumed conversion and exercise of share-based awards 556 479 562 362 Weighted average number of common shares outstanding — diluted 31,311 31,064 31,288 30,940 Diluted earnings per share does not reflect the following potential common shares as the effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Share-based awards 636 555 676 750 Warrants 3,368 3,368 3,368 3,368 Total anti-dilutive securities 4,004 3,923 4,044 4,118 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded income tax expense of $1,907 and $1,764 in the three months ended September 30, 2017 and 2016 , respectively. The Company recorded income tax expense of $2,346 and $12,829 in the nine months ended September 30, 2017 and 2016 , respectively. The effective income tax rate of 47.5% and 48.6% for the three and nine months ended September 30, 2017 differed from the U.S. federal statutory rate of 35% primarily due to losses incurred by certain of the Company’s Chinese operations for which no benefit was recorded, partially offset by foreign exchange losses realized upon the receipt of previously taxed income, and the effect of income earned by certain of the Company’s international entities operating in lower taxed jurisdictions. The third quarter 2017 effective income tax rate was also impacted by transaction costs incurred with the acquisition of Hudson, a portion of which were non-deductible for U.S. federal income tax purposes. The effective income tax rate of 11.4% and 31.0% for the three and nine months ended September 30, 2016 differed from the U.S. federal statutory rate of 35% primarily due to an insurance settlement for breaches of representations and warranties that resulted in an adjustment to our purchase price of Airsep shares for tax purposes and offset by losses incurred by certain of the Company’s Chinese operations for which no benefit was recorded. As of both September 30, 2017 and December 31, 2016, the Company has a liability for gross unrecognized tax benefits of $710 . This amount includes $535 of unrecognized tax benefits as of September 30, 2017 , which, if ultimately recognized, would reduce the Company’s annual effective income tax rate. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The Company accrued approximately $89 and $86 for the payment of interest and penalties as of September 30, 2017 and December 31, 2016, respectively. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a frozen defined benefit pension plan that covers certain U.S. hourly and salaried employees. The defined benefit plan provides benefits based primarily on the participants’ years of service and compensation. The components of net periodic pension expense are as follows : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest cost $ 543 $ 572 $ 1,627 $ 1,714 Expected return on plan assets (698 ) (698 ) (2,094 ) (2,092 ) Amortization of net loss 310 385 930 1,153 Total net periodic pension expense $ 155 $ 259 $ 463 $ 775 The Company’s funding policy is to contribute at least the minimum funding amounts required by law. The Company contributed $3,000 to its defined benefit pension plan in the third quarter of 2017, and based upon current actuarial estimates, the Company does not expect to contribute to its defined benefit pension plan again until 2018. |
Share-based Compensation (Notes
Share-based Compensation (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Share-based Compensation During the nine months ended September 30, 2017 , the Company granted 324 stock options, 153 restricted stock units, 7 shares of restricted stock, and 22 performance units. The total fair value of awards granted to employees during the nine months ended September 30, 2017 was $13,246 . In addition, non-employee directors received 13 stock awards with a fair value of $487 . During the nine months ended September 30, 2017 , participants in the Company’s stock option plans exercised options to purchase 43 shares of the Company’s common stock, while 80 stock options were forfeited and 22 stock options expired. Stock options generally vest ratably over a four-year vesting period. Restricted stock and restricted stock units generally vest ratably over a three-year period. Performance units generally vest at the end of a three-year performance period based on the achievement of certain performance conditions. Leveraged restricted share units generally vest on the third anniversary of the grant date. During the nine months ended September 30, 2017 , 129 shares of restricted stock and restricted stock units vested while 25 restricted stock units were forfeited. Also, during the nine months ended September 30, 2017 , 22 performance units vested while 8 performance units were forfeited. Additionally, during the nine months ended September 30, 2017 , 6 leveraged restricted share units vested. Share-based compensation expense was $1,569 and $1,826 for the three months ended September 30, 2017 and 2016 , respectively. Share-based compensation expense was $9,555 and $9,014 for the nine months ended September 30, 2017 and 2016 , respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive income. As of September 30, 2017 , total share-based compensation of $7,298 is expected to be recognized over the weighted-average period of approximately 2.2 years . On May 25, 2017, the Company held its annual meeting of stockholders. At the annual meeting, the Company’s stockholders approved the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”). As described in the Company’s definitive proxy statement for the annual meeting, the Company’s directors, officers and employees (including its principal executive officer, principal financial officer and other “named executive officers”) are eligible to be granted awards under the 2017 Omnibus Equity Plan. |
Restructuring Activities (Notes
Restructuring Activities (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Activities The Company has implemented a number of cost reduction or avoidance actions, including headcount reductions and facility closures and relocations primarily relating to the consolidation of certain of our facilities in China, the Buffalo BioMedical respiratory consolidation, and relocation of the corporate headquarters. The Buffalo Biomedical respiratory facility consolidation into Ball Ground, Georgia, was completed during the first quarter of 2017. The E&C Wuxi, China facility consolidation was completed during the second quarter of 2017, and the D&S China facility consolidation is expected to be completed by the end of 2017. Our corporate headquarters move from Garfield Heights, Ohio to Ball Ground, Georgia (which was official effective October 26, 2017) was substantially completed during the third quarter of 2017, and the Company’s Garfield Heights headquarters lease commitment ends December 31, 2017. The following table is a summary of the severance and other restructuring costs, which included employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other, for the three months and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Severance: Cost of sales $ 52 $ 159 $ 731 $ 3,501 Selling, general, and administrative expenses 920 43 2,767 2,382 Total severance costs $ 972 $ 202 $ 3,498 $ 5,883 Other restructuring: Cost of sales $ 278 $ — $ 4,072 $ — Selling, general, and administrative expenses 1,499 103 4,847 420 Total other restructuring costs $ 1,777 $ 103 $ 8,919 $ 420 Total restructuring costs $ 2,749 $ 305 $ 12,417 $ 6,303 The Company is closely monitoring its end markets and order rates and will continue to take appropriate and timely actions as necessary. The Company currently expects additional restructuring costs in the remaining three months of 2017 to be approximately $1,530 ( $1,000 - D&S, $310 - BioMedical, and $220 - Corporate), but further actions may be required based on future business conditions. The following tables summarize the Company’s restructuring activities for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of June 30, 2017 $ — $ 1,865 $ 847 $ 1,493 $ 4,205 Restructuring costs 162 648 516 1,423 2,749 Cash payments (157 ) (1,381 ) (803 ) (1,480 ) (3,821 ) Acquired restructuring reserve 194 — — — 194 Balance as of September 30, 2017 $ 199 $ 1,132 $ 560 $ 1,436 $ 3,327 Three Months Ended September 30, 2016 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of June 30, 2016 $ 544 $ 4,796 $ 368 $ 276 $ 5,984 Restructuring costs 159 118 — 28 305 Cash payments (267 ) (1,160 ) (168 ) (219 ) (1,814 ) Balance as of September 30, 2016 $ 436 $ 3,754 $ 200 $ 85 $ 4,475 Nine Months Ended September 30, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2016 $ 127 $ 2,864 $ 1,308 $ 3,025 $ 7,324 Restructuring costs 2,245 1,085 4,527 4,560 12,417 Cash payments (2,367 ) (2,817 ) (5,275 ) (6,149 ) (16,608 ) Acquired restructuring reserve 194 — — — 194 Balance as of September 30, 2017 $ 199 $ 1,132 $ 560 $ 1,436 $ 3,327 Nine Months Ended September 30, 2016 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2015 $ 1,106 $ 3,446 $ 430 $ 850 $ 5,832 Restructuring costs 821 3,929 521 1,032 6,303 Cash payments (1,491 ) (3,621 ) (751 ) (1,797 ) (7,660 ) Balance as of September 30, 2016 $ 436 $ 3,754 $ 200 $ 85 $ 4,475 |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments 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. Corporate includes operating expenses for executive management, accounting, tax, treasury, human resources, information technology, legal, internal audit, and risk management. The following table represents information for the Company’s reportable segments and its corporate function: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Sales Energy & Chemicals (1) $ 46,588 $ 23,711 $ 126,473 $ 122,865 Distribution & Storage 139,281 126,646 390,057 363,743 BioMedical 54,662 53,573 166,309 158,174 Consolidated $ 240,531 $ 203,930 $ 682,839 $ 644,782 Operating Income (Loss) (1) (2) (3) (4) Energy & Chemicals $ 329 $ (5,736 ) $ (2,420 ) $ 14,190 Distribution & Storage 21,016 14,715 49,186 37,550 BioMedical 9,539 20,916 24,387 38,120 Corporate (4) (20,436 ) (9,831 ) (50,523 ) (34,820 ) Consolidated $ 10,448 $ 20,064 $ 20,630 $ 55,040 ___________ (1) Includes results from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details. (2) During the third quarter of 2016, the Company recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep Corporation under the related representation and warranty insurance. For the three months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $859 , net of associated legal fees. For the nine months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $376 , net of associated legal fees recorded in the first nine months of 2016. (3) Includes restructuring costs of $2,749 and $305 for the three months ended September 30, 2017 and 2016, respectively, and $12,417 and $6,303 for the nine months ended September 30, 2017 and 2016 respectively. (4) Includes acquisition-related costs of $7,445 and $8,587 for the three and nine months ended September 30, 2017, respectively. The following table represents total assets for the Company’s reportable segments and its corporate function: September 30, 2017 December 31, 2016 Total Assets Energy & Chemicals (1) $ 782,553 $ 172,494 Distribution & Storage 679,350 631,715 BioMedical 165,195 166,940 Corporate 65,925 261,933 Consolidated $ 1,693,023 $ 1,233,082 ___________ (1) Includes assets acquired from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details. |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations | 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 United States including principal executive offices located in Georgia, and an international presence in Asia, Australia, Europe, Mexico and South America. |
Principles of Consolidation | Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. |
Reclassifications [Text Block] | Reclassifications: Certain total assets by operating segments and restructuring activities as reported in 2016 were reclassified to conform to the 2017 presentation within the notes to the condensed consolidated financial statements. |
Use of Estimates | 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, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: The Company considers all investments with an initial maturity of three months or less when purchased to be cash equivalents. See the Debt and Credit Arrangements note for additional information about restricted cash and restricted cash equivalents, which is included in other current assets and other assets in the accompanying condensed consolidated balance sheets. |
New Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Standards: In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” The ASU expands and enhances hedge accounting to become more closely aligned with an entity’s risk management activities through hedging strategies. The ASU provides changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements and creates more transparency and better understandability around how economic results are presented in the financial statements. In addition, the new guidance makes certain targeted improvements to ease the application of accounting guidance relative to hedge effectiveness. The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2018. 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, and disclosures. In May 2017, the FASB issued ASU 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.” The FASB issued the guidance to provide clarity as to when modification accounting should be applied when there is a change to the terms or conditions of a share-based payment award in order to prevent diversity in practice. The ASU requires modification accounting to be applied unless all of the following conditions exist: (1) the fair value (or calculated value or intrinsic value, if such measurement is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such measurement is used) of the original award before the original award is modified; if the modification does not affect any of the inputs to the valuation, the entity is not required to estimate the value immediately before and after the modification; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award before it was modified; and (3) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award before it was modified. The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2017. 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, and disclosures. In March 2017, the FASB issued ASU 2017-07, “Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.” The new guidance requires companies with sponsored defined benefit pension and/or other postretirement benefit plans to present the service cost component of net periodic benefit cost in the same income statement line item as other compensation costs. The other components of net periodic benefit cost will be presented separately and not included in operating income. In addition, only service costs are eligible to be capitalized as an asset. The standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and the guidance will generally be applied retrospectively, whereas the capitalization of the service cost component will be applied prospectively. Early adoption is permitted with all of the amendments adopted in the same period. If an entity early adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the effect that the ASU will have on the Company’s financial position, results of operations, and disclosures. In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The new guidance eliminates the requirement to calculate the implied fair value of goodwill (Step 2 of the current guidance’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on current guidance’s Step 1). The guidance will be applied prospectively for annual and interim impairment tests beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The adoption of this ASU would not materially impact the Company’s condensed consolidated financial statements unless Step 1 of the annual goodwill impairment test fails. In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” The FASB issued the update to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those years, and the guidance will generally be applied retrospectively. Early adoption is permitted with all of the amendments adopted in the same period. If an entity early adopts the guidance in an interim period, any adjustments must be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently assessing the effect that the ASU will have on the Company’s condensed consolidated statements of cash flows. In February 2016, the FASB issued 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 expects adoption to increase the assets and liabilities recorded on its condensed consolidated balance sheet and increase the level of disclosures related to leases. The Company also expects that adoption of the new standard will require changes to its internal controls to support recognition and disclosure requirements under the new standard. The Company is currently assessing the effect that the ASU will have on the Company’s condensed consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” and subsequently issued additional guidance that modified ASU 2014-09. ASU 2014-09 and the subsequent modifications are identified as “Accounting Standards Codification (“ASC”) 606.” ASC 606 replaces existing revenue recognition rules with a comprehensive revenue measurement and recognition standard and provides for expanded disclosure requirements. The update requires 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. ASC 606 applies to all contracts with customers except those that are within the scope of other topics in the FASB ASC. ASC 606 becomes effective for fiscal years beginning after December 15, 2017. The Company plans to adopt ASC 606 as of January 1, 2018 and has developed an implementation plan to adopt ASC 606 using the modified retrospective approach through a cumulative adjustment to retained earnings. As part of the implementation plan, the Company has identified its revenue streams and is in the process of performing contract reviews to assess the impact of ASC 606 on its results of operations. The Company expects to complete the contract reviews in the near future. While the Company continues to assess all impacts of the accounting change, the Company currently believes that the most significant impact will relate to the timing of revenue recognition. The Company expects the majority of revenue that has historically been recognized when products are shipped, title has transferred and collection is reasonably assured will meet the criteria for using point-in-time revenue recognition. The Company also expects that the majority of the revenue that has historically been recognized using the percentage of completion method of accounting will meet the criteria for over time revenue recognition. At this time, the Company has identified the following impacts related to timing of revenue recognition: • Certain operations that have historically recognized revenue at a point-in-time will be required to change to the over time revenue recognition model as certain contracts contain language that meets the over time criteria established in ASC 606. • A portion of the revenue that has been deferred due to the current guidance for bill and hold revenues will be required to be recognized when the manufacturing process has been completed. The Company is in the process of quantifying the above changes but does not expect them to be material to its consolidated financial statements. The Company expects adoption to increase the level of disclosures related to revenue recognition. In addition, the Company is in the process of identifying appropriate changes to its accounting policies, information technology systems, business processes, and internal control over financial reporting to support recognition under the new standard. The Company plans to complete the design of any necessary changes to its business processes, controls and systems and implement the changes over the remainder of 2017. |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recently Adopted Accounting Standards: In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash.” The FASB issued the update to clarify how restricted cash or restricted cash equivalents should be presented in the statement of cash flows. The Company early adopted the amendments provided in ASU 2016-18 effective January 1, 2017 as reflected in these condensed consolidated financial statements to provide financial statement users with more transparent disclosure about restricted cash and restricted cash equivalents. The amendments were applied using a retrospective transition method to each period presented. Prior periods were not restated as the impact of adoption of ASU 2016-18 was not material to prior periods. The cash, cash equivalents, restricted cash, and restricted cash equivalents balance included $8,785 of restricted cash and restricted cash equivalents at September 30, 2017 . Restricted cash and restricted cash equivalents are included in other current assets and other assets in the accompanying condensed consolidated balance sheet at September 30, 2017 . In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” The FASB issued the update to change certain aspects of accounting for share-based payments to employees. The update eliminated additional paid-in-capital pools and requires all income tax effects of awards to be recognized in the statements of operations when the awards vest or settle. The Company prospectively recognized the excess income tax effects of awards as income tax expense or benefit in the condensed statements of operations and has elected to continue to estimate the number of share-based awards expected to vest rather than electing to account for forfeitures as they occur. In addition, the Company prospectively recognized the excess tax benefits along with other income tax cash flows as an operating activity in the condensed consolidated statements of cash flows. The Company adopted this guidance effective January 1, 2017. The adoption of the guidance did not have a material impact on the Company’s condensed 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 Company adopted this guidance prospectively for the fiscal year beginning January 1, 2017. The adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
Product Warranties (Policies)
Product Warranties (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Product Warranties Disclosures [Abstract] | |
Standard Product Warranty, Policy [Policy Text Block] | 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 condensed consolidated statements 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 condensed consolidated balance sheets. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | The following table summarizes the components of inventory: September 30, December 31, Raw materials and supplies $ 98,226 $ 65,719 Work in process 37,047 31,576 Finished goods 78,317 72,388 Total inventories, net $ 213,590 $ 169,683 |
Goodwill and Intangible Asset24
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table represents the changes in goodwill by segment: Energy & Chemicals Distribution & Storage BioMedical Total Balance at December 31, 2016 $ 27,873 $ 165,520 $ 24,577 $ 217,970 Foreign currency translation adjustments and other — 2,214 (104 ) 2,110 Goodwill acquired during the year 236,246 1,155 — 237,401 Balance at September 30, 2017 $ 264,119 $ 168,889 $ 24,473 $ 457,481 Accumulated goodwill impairment loss at September 30, 2017 and December 31, 2016 $ 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) (2) : September 30, 2017 December 31, 2016 Weighted-average Estimated Useful Life Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Finite-lived intangible assets: Customer relationships 12 years $ 233,208 $ (83,596 ) $ 119,320 $ (81,614 ) Unpatented technology 12 years 27,686 (3,836 ) 8,186 (3,132 ) Land use rights 50 years 13,222 (1,097 ) 12,650 (860 ) Trademarks and trade names 14 years 5,517 (2,767 ) 4,918 (2,198 ) Patents and other 6 years 2,878 (502 ) 1,235 (695 ) Total finite-lived intangible assets 14 years $ 282,511 $ (91,798 ) $ 146,309 $ (88,499 ) Indefinite-lived intangible assets: Trademarks and trade names $ 108,165 — $ 35,633 — Total intangible assets $ 390,676 $ (91,798 ) $ 181,942 $ (88,499 ) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized amounts are written off. (2) The Company amortizes certain identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from one to 50 years . |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The Company estimates future amortization expense for its current finite-lived intangible assets as follows: For the Year Ending December 31, 2017 $ 15,700 2018 24,400 2019 24,100 2020 22,200 2021 16,100 |
Schedule of Government Grants [Table Text Block] | Government grants at September 30, 2017 and December 31, 2016 are as follows: September 30, December 31, Current $ 481 $ 446 Long-term 8,378 8,153 Total government grants $ 8,859 $ 8,599 |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table represents the components of the Company’s borrowings: September 30, December 31, Convertible notes, due August 2018, effective interest rate of 7.9% $ 238,142 $ 228,115 Senior secured revolving credit facility, due October 2019, effective interest rate of 4.0% 300,000 — Foreign facilities 10,792 13,208 Total debt 548,934 241,323 Unamortized debt issuance costs (592 ) (1,125 ) Total debt, net of unamortized debt issuance costs 548,342 240,198 Less: current maturities (1) (244,330 ) (6,487 ) Long-term debt $ 304,012 $ 233,711 _______________ (1) Current maturities includes $238,142 current convertible notes at September 30, 2017. |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | The following table represents changes in the Company’s consolidated warranty reserve: Balance at December 31, 2016 $ 18,271 Issued – warranty expense 5,510 Acquired – warranty reserve 858 Change in estimate – warranty expense 282 Warranty usage (9,266 ) Balance at September 30, 2017 $ 15,655 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | Information regarding identifiable intangible assets acquired in the Hudson acquisition is presented below: Weighted-average Estimated Useful Life Preliminary Estimated Asset Fair Value Finite-lived intangible assets: Customer relationships 10 years $ 109,200 Unpatented technology 12 years 19,200 Customer backlog (1) 2 years 1,200 Total finite-lived intangible assets acquired 10 years 129,600 Indefinite-lived intangible assets: Trademarks and trade names 72,400 Total identifiable intangible assets acquired $ 202,000 _______________ (1) Customer backlog acquired is included in “Patents and other” in the Goodwill and Intangible Assets note. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents pro forma sales, net income attributable to Chart Industries, Inc., and net income attributable to Chart Industries, Inc. per common share data assuming Hudson was acquired at the beginning of the 2016 fiscal year: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Pro forma sales $ 282,432 $ 241,725 $ 824,066 $ 777,671 Pro forma net income attributable to Chart Industries, Inc. 3,888 15,434 5,305 36,341 Pro forma net income attributable to Chart Industries, Inc. per common share, basic $ 0.13 $ 0.50 $ 0.17 $ 1.19 Pro forma net income attributable to Chart Industries, Inc. per common share, diluted $ 0.12 $ 0.50 $ 0.17 $ 1.17 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | September 30, 2017 Adjustments As Previously Reported March 31, 2017 Goodwill $ 8,849 $ (1,271 ) $ 10,120 Identifiable intangible assets – customer relationships 8,090 810 7,280 Other identifiable intangible assets 1,150 30 1,120 Other net assets 4,693 51 4,642 Net assets acquired $ 22,782 $ (380 ) $ 23,162 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the Hudson acquisition: Net assets acquired: Goodwill $ 227,397 Identifiable intangible assets 202,000 Accounts receivable 34,669 Property, plant and equipment 30,590 Inventories 24,900 Other current assets (1) 9,359 Unbilled contract revenue 4,589 Other assets 2,876 Prepaid expenses 873 Deferred tax liabilities (68,559 ) Accounts payable (21,246 ) Customer advances and billings in excess of contract revenue (16,928 ) Accrued salaries, wages and benefits (4,442 ) Other current liabilities (3,984 ) Other long-term liabilities (1,861 ) Current portion of warranty reserve (839 ) Net assets acquired $ 419,394 _______________ (1) Pursuant to the provisions of the Merger Agreement, Hudson deposited $2,343 into a Rabbi Trust which represents amounts payable to eligible parties under Long-Term Incentive Agreements. This balance is treated as restricted cash and restricted cash equivalents in the condensed consolidated balance sheets and is classified as other current assets. |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table represents the changes in contingent consideration liabilities: Balance at December 31, 2016 $ 1,923 Decrease in fair value of contingent consideration liabilities (1,622 ) Balance at September 30, 2017 $ 301 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
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 condensed consolidated balance sheets are as follows: September 30, 2017 Total Level 2 Level 3 Foreign currency forward contracts $ 20 $ 20 $ — Total financial assets $ 20 $ 20 $ — Foreign currency forward contracts $ 170 $ 170 $ — Contingent consideration liabilities 301 — 301 Total financial liabilities $ 471 $ 170 $ 301 December 31, 2016 Total Level 2 Level 3 Foreign currency forward contracts $ 39 $ 39 $ — Total financial assets $ 39 $ 39 $ — Foreign currency forward contracts $ 92 $ 92 $ — Contingent consideration liabilities 1,923 — 1,923 Total financial liabilities $ 2,015 $ 92 $ 1,923 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Loss [Line Items] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The following tables represent changes in accumulated other comprehensive loss by component: Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2017 $ (10,784 ) $ (10,108 ) $ (20,892 ) Other comprehensive income 6,657 — 6,657 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $109 (1) (3) 1,322 201 1,523 Net current-period other comprehensive income, net of taxes 7,979 201 8,180 Balance at September 30, 2017 $ (2,805 ) $ (9,907 ) $ (12,712 ) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2016 $ (12,506 ) $ (11,892 ) $ (24,398 ) Other comprehensive income 21 — 21 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $135 (1) — 250 250 Net current-period other comprehensive income, net of taxes 21 250 271 Balance at September 30, 2016 $ (12,485 ) $ (11,642 ) $ (24,127 ) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2016 $ (24,701 ) $ (10,511 ) $ (35,212 ) Other comprehensive income 20,574 — 20,574 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $326 (2) (3) 1,322 604 1,926 Net current-period other comprehensive income, net of taxes 21,896 604 22,500 Balance at September 30, 2017 $ (2,805 ) $ (9,907 ) $ (12,712 ) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2015 $ (12,513 ) $ (12,391 ) $ (24,904 ) Other comprehensive income 28 — 28 Amounts reclassified from accumulated other comprehensive loss, net of income taxes of $404 (2) — 749 749 Net current-period other comprehensive income, net of taxes 28 749 777 Balance at September 30, 2016 $ (12,485 ) $ (11,642 ) $ (24,127 ) _______________ (1) Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ( $122 and $152 ) and selling, general, and administrative expenses ( $188 and $233 ) for the three months ended September 30, 2017 and 2016 , respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note. (2) Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ( $366 and $454 ) and selling, general, and administrative expenses ( $564 and $699 ) for the nine months ended September 30, 2017 and 2016 , respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note. (3) For the three and nine months ended September 30, 2017 , $1,322 was reclassified from accumulated other comprehensive loss to foreign currency loss in the condensed consolidated statements of operations and comprehensive income related to certain intercompany transactions. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents calculations of net income per share of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income attributable to Chart Industries, Inc. $ 1,510 $ 15,025 $ 1,381 $ 31,527 Net income attributable to Chart Industries, Inc. per common share: Basic $ 0.05 $ 0.49 $ 0.04 $ 1.03 Diluted $ 0.05 $ 0.48 $ 0.04 $ 1.02 Weighted average number of common shares outstanding — basic 30,755 30,585 30,726 30,578 Incremental shares issuable upon assumed conversion and exercise of share-based awards 556 479 562 362 Weighted average number of common shares outstanding — diluted 31,311 31,064 31,288 30,940 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Diluted earnings per share does not reflect the following potential common shares as the effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Share-based awards 636 555 676 750 Warrants 3,368 3,368 3,368 3,368 Total anti-dilutive securities 4,004 3,923 4,044 4,118 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Net Benefit Costs [Table Text Block] | The components of net periodic pension expense are as follows : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Interest cost $ 543 $ 572 $ 1,627 $ 1,714 Expected return on plan assets (698 ) (698 ) (2,094 ) (2,092 ) Amortization of net loss 310 385 930 1,153 Total net periodic pension expense $ 155 $ 259 $ 463 $ 775 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following table is a summary of the severance and other restructuring costs, which included employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other, for the three months and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Severance: Cost of sales $ 52 $ 159 $ 731 $ 3,501 Selling, general, and administrative expenses 920 43 2,767 2,382 Total severance costs $ 972 $ 202 $ 3,498 $ 5,883 Other restructuring: Cost of sales $ 278 $ — $ 4,072 $ — Selling, general, and administrative expenses 1,499 103 4,847 420 Total other restructuring costs $ 1,777 $ 103 $ 8,919 $ 420 Total restructuring costs $ 2,749 $ 305 $ 12,417 $ 6,303 |
Schedule of Restructuring Accrual by Type of Cost [Table Text Block] | The following tables summarize the Company’s restructuring activities for the three and nine months ended September 30, 2017 and 2016 : Three Months Ended September 30, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of June 30, 2017 $ — $ 1,865 $ 847 $ 1,493 $ 4,205 Restructuring costs 162 648 516 1,423 2,749 Cash payments (157 ) (1,381 ) (803 ) (1,480 ) (3,821 ) Acquired restructuring reserve 194 — — — 194 Balance as of September 30, 2017 $ 199 $ 1,132 $ 560 $ 1,436 $ 3,327 Three Months Ended September 30, 2016 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of June 30, 2016 $ 544 $ 4,796 $ 368 $ 276 $ 5,984 Restructuring costs 159 118 — 28 305 Cash payments (267 ) (1,160 ) (168 ) (219 ) (1,814 ) Balance as of September 30, 2016 $ 436 $ 3,754 $ 200 $ 85 $ 4,475 Nine Months Ended September 30, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2016 $ 127 $ 2,864 $ 1,308 $ 3,025 $ 7,324 Restructuring costs 2,245 1,085 4,527 4,560 12,417 Cash payments (2,367 ) (2,817 ) (5,275 ) (6,149 ) (16,608 ) Acquired restructuring reserve 194 — — — 194 Balance as of September 30, 2017 $ 199 $ 1,132 $ 560 $ 1,436 $ 3,327 Nine Months Ended September 30, 2016 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2015 $ 1,106 $ 3,446 $ 430 $ 850 $ 5,832 Restructuring costs 821 3,929 521 1,032 6,303 Cash payments (1,491 ) (3,621 ) (751 ) (1,797 ) (7,660 ) Balance as of September 30, 2016 $ 436 $ 3,754 $ 200 $ 85 $ 4,475 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |
Schedule of Segment Reporting Information, by Segment | The following table represents information for the Company’s reportable segments and its corporate function: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Sales Energy & Chemicals (1) $ 46,588 $ 23,711 $ 126,473 $ 122,865 Distribution & Storage 139,281 126,646 390,057 363,743 BioMedical 54,662 53,573 166,309 158,174 Consolidated $ 240,531 $ 203,930 $ 682,839 $ 644,782 Operating Income (Loss) (1) (2) (3) (4) Energy & Chemicals $ 329 $ (5,736 ) $ (2,420 ) $ 14,190 Distribution & Storage 21,016 14,715 49,186 37,550 BioMedical 9,539 20,916 24,387 38,120 Corporate (4) (20,436 ) (9,831 ) (50,523 ) (34,820 ) Consolidated $ 10,448 $ 20,064 $ 20,630 $ 55,040 ___________ (1) Includes results from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details. (2) During the third quarter of 2016, the Company recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep Corporation under the related representation and warranty insurance. For the three months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $859 , net of associated legal fees. For the nine months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $376 , net of associated legal fees recorded in the first nine months of 2016. (3) Includes restructuring costs of $2,749 and $305 for the three months ended September 30, 2017 and 2016, respectively, and $12,417 and $6,303 for the nine months ended September 30, 2017 and 2016 respectively. (4) Includes acquisition-related costs of $7,445 and $8,587 for the three and nine months ended September 30, 2017, respectively. |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | The following table represents total assets for the Company’s reportable segments and its corporate function: September 30, 2017 December 31, 2016 Total Assets Energy & Chemicals (1) $ 782,553 $ 172,494 Distribution & Storage 679,350 631,715 BioMedical 165,195 166,940 Corporate 65,925 261,933 Consolidated $ 1,693,023 $ 1,233,082 ___________ (1) Includes assets acquired from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details. |
Basis of Preparation (Details)
Basis of Preparation (Details) - USD ($) | Sep. 30, 2017 | Sep. 20, 2017 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted Cash and Cash Equivalents | $ 8,785,000 | $ 2,343,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials and supplies | $ 98,226 | $ 65,719 |
Work in process | 37,047 | 31,576 |
Finished goods | 78,317 | 72,388 |
Inventories, net | 213,590 | 169,683 |
Inventory Valuation Reserves | $ 8,525 | $ 10,069 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning Balance, Goodwill | $ 217,970 | |
Goodwill, Translation and Purchase Accounting Adjustments | 2,110 | |
Goodwill, Acquired During Period | 237,401 | |
Ending Balance, Goodwill | 457,481 | |
Goodwill, Impaired, Accumulated Impairment Loss | 195,846 | $ 195,846 |
Energy & Chemicals [Member] | ||
Goodwill [Roll Forward] | ||
Beginning Balance, Goodwill | 27,873 | |
Goodwill, Translation and Purchase Accounting Adjustments | 0 | |
Goodwill, Acquired During Period | 236,246 | |
Ending Balance, Goodwill | 264,119 | |
Goodwill, Impaired, Accumulated Impairment Loss | 64,603 | 64,603 |
Distribution & Storage [Member] | ||
Goodwill [Roll Forward] | ||
Beginning Balance, Goodwill | 165,520 | |
Goodwill, Translation and Purchase Accounting Adjustments | 2,214 | |
Goodwill, Acquired During Period | 1,155 | |
Ending Balance, Goodwill | 168,889 | |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 |
BioMedical [Member] | ||
Goodwill [Roll Forward] | ||
Beginning Balance, Goodwill | 24,577 | |
Goodwill, Translation and Purchase Accounting Adjustments | 104 | |
Goodwill, Acquired During Period | 0 | |
Ending Balance, Goodwill | 24,473 | |
Goodwill, Impaired, Accumulated Impairment Loss | $ 131,243 | $ 131,243 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets Intangible Assets (Excluding Goodwill) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | |||||
Finite-Lived Intangible Assets, Gross | [1],[2] | $ 282,511 | $ 282,511 | $ 146,309 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | [1],[2] | (91,798) | (91,798) | (88,499) | ||
Intangible Assets, Gross (Excluding Goodwill) | 390,676 | 390,676 | 181,942 | |||
Amortization expense | 3,240 | $ 2,912 | 9,301 | $ 9,156 | ||
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year | 15,700 | 15,700 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 24,400 | 24,400 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 24,100 | 24,100 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 22,200 | 22,200 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 16,100 | 16,100 | ||||
Trademarks and trade names | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 108,165 | $ 108,165 | 35,633 | |||
Customer Relationships [Member] | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |||||
Finite-Lived Intangible Assets, Gross | 233,208 | $ 233,208 | 119,320 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (83,596) | $ (83,596) | (81,614) | |||
Customer relationships | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |||||
Finite-Lived Intangible Assets, Gross | 27,686 | $ 27,686 | 8,186 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (3,836) | $ (3,836) | (3,132) | |||
Use Rights [Member] | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 50 years | |||||
Finite-Lived Intangible Assets, Gross | 13,222 | $ 13,222 | 12,650 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (1,097) | $ (1,097) | (860) | |||
Trademarks and trade names | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | |||||
Finite-Lived Intangible Assets, Gross | 5,517 | $ 5,517 | 4,918 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | (2,767) | $ (2,767) | (2,198) | |||
Unpatented technology | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | |||||
Finite-Lived Intangible Assets, Gross | 2,878 | $ 2,878 | 1,235 | |||
Finite-Lived Intangible Assets, Accumulated Amortization | $ (502) | $ (502) | $ (695) | |||
Minimum [Member] | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||||
Maximum [Member] | ||||||
Schedule of Finite-lived and Indefinite-lived Intangible Assets [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 50 years | |||||
[1] | Amounts include the impact of foreign currency translation. Fully amortized amounts are written off. | |||||
[2] | The Company amortizes certain identifiable intangible assets primarily on a straight-line basis over their estimated useful lives, which range from one to 50 years. |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets Government Grants (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Government grants during period | $ 407 | $ 1,055 | ||
Government Grants | $ 8,859 | $ 8,859 | $ 8,599 | |
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 50 years | |||
Other Current Liabilities [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Government Grants | 481 | $ 481 | 446 | |
Other Noncurrent Liabilities [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Government Grants | $ 8,378 | $ 8,378 | $ 8,153 | |
Government grants [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||
Government grants [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 50 years |
Debt and Credit Arrangements Su
Debt and Credit Arrangements Summary of Outstanding Borrowings (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Short-term debt and current portion of long-term debt | $ 244,330 | $ 6,487 | |
Debt, Long-term and Short-term, Combined Amount | 548,934 | 241,323 | |
Debt, Long-term and Short-term, Combined Amount, Net of Unamortized Debt Issuance Costs | 548,342 | 240,198 | |
Current Maturities Of Long Term Debt Including Short Term Debt | 244,330 | [1] | 6,487 |
Long-term debt | 304,012 | 233,711 | |
Foreign Facilities [Member] | |||
Debt Instrument [Line Items] | |||
Short-term debt and current portion of long-term debt | 10,792 | 13,208 | |
Convertible Debt [Member] | Convertible Notes, Due 2018 [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 228,115 | ||
Unamortized Debt Issuance Expense | (592) | (1,125) | |
Current Maturities Of Long Term Debt Including Short Term Debt | 238,142 | ||
Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt, Gross | 300,000 | $ 0 | |
Unamortized Debt Issuance Expense | $ (2,869) | ||
[1] | Current maturities includes $238,142 current convertible notes at September 30, 2017. |
Debt and Credit Arrangements Co
Debt and Credit Arrangements Convertible Notes (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |||
Debt Instrument [Line Items] | |||||||
Current Maturities Of Long Term Debt Including Short Term Debt | $ 244,330,000 | [1] | $ 244,330,000 | [1] | $ 6,487,000 | ||
Interest accretion of convertible notes discount | 10,027,000 | $ 9,268,000 | |||||
Financing costs amortization | 321,000 | $ 321,000 | 963,000 | 963,000 | |||
Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Current Maturities Of Long Term Debt Including Short Term Debt | 238,142,000 | 238,142,000 | |||||
Long-term Debt, Gross | 228,115,000 | ||||||
Debt Instrument, Face Amount | $ 250,000,000 | $ 250,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||
Debt Instrument, Convertible, Effective Interest Rate | 7.90% | 7.90% | |||||
Number Of Shares Of Convertible Debt Hedged And Capped Call | 3,622 | 3,622 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 84.96 | $ 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 | 228,115,000 | ||||||
Unamortized Debt Issuance Expense | $ 592,000 | 592,000 | 1,125,000 | ||||
Unamortized discount | 11,858,000 | 11,858,000 | $ 21,885,000 | ||||
Debt Instrument, Convertible, Interest Expense | 4,658,000 | 4,400,000 | 13,777,000 | 13,018,000 | |||
Interest Expense, Debt, Excluding Amortization | 1,250,000 | 1,250,000 | 3,750,000 | 3,750,000 | |||
Interest accretion of convertible notes discount | 3,408,000 | 3,150,000 | 10,027,000 | 9,268,000 | |||
Deferred Finance Costs, Gross | 7,277,000 | 7,277,000 | |||||
Financing costs amortization | $ 178,000 | $ 178,000 | $ 533,000 | $ 533,000 | |||
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 | $ 69.03 | |||||
Maximum Days After Any Five Trading Day Period In Which Trading Price Was Less Than 97 Percent Of Last Reported Sale Price of Common Stock Times Conversion Rate | 5 days | ||||||
Convertible Notes Principal Amount Denominator For Trading Price | $ 1,000 | $ 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% | 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% | 100.00% | |||||
Debt Instrument, Fair Value Disclosure, Narrative | The fair value of the Convertible Notes was approximately 99% of their par value and approximately 96% of their par value as of September 30, 2017 and December 31, 2016, respectively | ||||||
Liability Component [Member] | Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 170,885,000 | $ 170,885,000 | |||||
Deferred Finance Costs, Gross | 4,974,000 | 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 | 79,115,000 | |||||
Deferred Finance Costs, Gross | $ 2,303,000 | $ 2,303,000 | |||||
[1] | Current maturities includes $238,142 current convertible notes at September 30, 2017. |
Debt and Credit Arrangements Se
Debt and Credit Arrangements Senior Secured Revolving Credit Facility (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||
Financing costs amortization | $ 321 | $ 321 | $ 963 | $ 963 | |
Senior Secured Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Financing costs amortization | 143 | 143 | 430 | 430 | |
Interest Expense, Debt, Excluding Amortization | 333 | $ 0 | $ 333 | $ 0 | |
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Term | 5 years | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 450,000 | $ 450,000 | |||
Unamortized Debt Issuance Expense | 2,869 | 2,869 | |||
Long-term Debt, Gross | $ 300,000 | $ 300,000 | $ 0 | ||
Long-term Debt, Weighted Average Interest Rate | 4.00% | 4.00% | |||
Fronting Fee Percentage Charged For Issuance Of Letters Of Credit | 0.125% | 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. | ||||
Line of Credit Facility, Covenant Terms | 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. On September 19, 2017, the Company entered into an amendment (“Amendment No. 2”) to its SSRCF to exclude the acquisition of RCHPH Holdings, Inc. (“Hudson”) (see Business Combinations footnote) from the pro forma leverage ratio requirement of the SSRCF. Concurrently with Amendment No. 2, the Company has exercised its right under the SSRCF to elect an increase in the maximum permissible leverage ratio thereunder to 3.75 for the four fiscal-quarter period ending September 30, 2018. | ||||
Debt Instrument, Covenant Compliance | At September 30, 2017, the Company was in compliance with all covenants. | ||||
Letters of Credit Outstanding, Amount | $ 44,828 | $ 44,828 | |||
Line of Credit Facility, Remaining Borrowing Capacity | $ 105,172 | $ 105,172 | |||
Maximum Percentage Of Capital Stock Guaranteed By Company's Material Non-U.S. Subsidiaries For Obligations Under The Senior Credit Facility | 65.00% | 65.00% | |||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Swingline [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000 | $ 25,000 | |||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000 | 100,000 | |||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Foreign Currency [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000 | 100,000 | |||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility Sub-limit - Foreign Borrower [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000 | 100,000 | |||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility - Expansion Option [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | $ 200,000 | |||
Minimum [Member] | Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | ||||
Line of Credit Facility, Participation Fee Percentage | 1.50% | ||||
Maximum [Member] | Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.40% | ||||
Line of Credit Facility, Participation Fee Percentage | 2.75% |
Debt and Credit Arrangements Fo
Debt and Credit Arrangements Foreign Facilities (Details) CZK in Thousands, $ in Thousands, € in Millions | 9 Months Ended | ||||
Sep. 30, 2017CNY (¥) | Sep. 30, 2017USD ($) | Sep. 30, 2017CZK | Sep. 30, 2017EUR (€) | Dec. 31, 2016USD ($) | |
Line of Credit Facility [Line Items] | |||||
Short-term Debt | $ 244,330 | $ 6,487 | |||
Revolving Credit Facility [Member] | China Facilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | ¥ 50,000,000 | 7,534 | |||
Short-term Debt | 0 | 0 | |||
Unsecured Debt [Member] | CCDEC Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 30,000,000 | 4,520 | |||
Short-term Debt | ¥ 15,000,000 | $ 2,260 | |||
Short-term Debt, Weighted Average Interest Rate | 4.35% | 4.35% | 4.35% | 4.35% | |
Long-term Debt [Member] | CCESC Facility Maturing May 26, 2024 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Face Amount | ¥ 86,624,000 | $ 13,052 | |||
Long-term Debt | ¥ 56,624,000 | $ 8,532 | |||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.39% | 5.39% | 5.39% | 5.39% | |
Required Semi-Annual Installment Payments | ¥ | ¥ 10,000,000 | ||||
Debt Instrument, Term | 8 years | ||||
Secured Debt [Member] | Ferox Secured Facility A (1 Facility) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,680 | CZK 125,000 | |||
Secured Debt [Member] | Ferox Secured Facility A (1 Facility) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Letter Of Credit And Guarantee Fees Percentage Of Face Amount For Maturities Up To One Year | 0.50% | 0.50% | 0.50% | 0.50% | |
Secured Debt [Member] | Ferox Secured Facility B (2 Facilities) [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6,585 | € 5.6 | |||
Secured Debt [Member] | Ferox Secured Facility B (2 Facilities) [Member] | Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Letter Of Credit And Guarantee Fees Percentage Of Face Amount For Maturities Up To One Year | 0.70% | 0.70% | 0.70% | 0.70% | |
Secured Debt [Member] | Ferox Secured Facilities A and B [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Bank Guarantees Supported By Credit Facilities | $ 6,683 | CZK 147,100 | |||
Short-term Debt | 0 | CZK 0 | |||
Overdraft Facility [Member] | Chart Luxembourg Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000 | ||||
Short-term Debt | 0 | ||||
Chart Cryogenic Engineering Systems Co., Ltd. [Member] | Revolving Credit Facility [Member] | China Facilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Bank Guarantees Supported By Credit Facilities | ¥ 2,600,000 | 386 | |||
Chart Cryogenic Distribution Equipment Co. Ltd. [Member] | Revolving Credit Facility [Member] | China Facilities [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Bank Guarantees Supported By Credit Facilities | ¥ 520,000 | $ 78 |
Debt and Credit Arrangements Le
Debt and Credit Arrangements Letters of Credit (Details) - USD ($) | Sep. 30, 2017 | Sep. 20, 2017 |
Letters of Credit [Line Items] | ||
Restricted Cash and Cash Equivalents | $ 8,785,000 | $ 2,343,000 |
Chart Energy & Chemicals, Inc. (Chart E&C) [Member] | ||
Letters of Credit [Line Items] | ||
Restricted Cash and Cash Equivalents | 6,442,000 | |
Chart Energy & Chemicals, Inc. (Chart E&C) [Member] | Other Current Assets [Member] | ||
Letters of Credit [Line Items] | ||
Restricted Cash and Cash Equivalents | 5,445,000 | |
Chart Energy & Chemicals, Inc. (Chart E&C) [Member] | Other Assets [Member] | ||
Letters of Credit [Line Items] | ||
Restricted Cash and Cash Equivalents | $ 997,000 |
Derivative Financial Instrume44
Derivative Financial Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (Losses) on Foreign Currency Forward Contracts | $ 65 | $ (32) | $ 267 | $ (130) |
Product Warranties (Details)
Product Warranties (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Movement in Standard Product Warranty Accrual [Roll Forward] | |
Beginning Balance Standard Product Warranty Accrual | $ 18,271 |
Issued – warranty expense | 5,510 |
Acquired – warranty reserve | 858 |
Change in estimate – warranty expense | 282 |
Warranty usage | (9,266) |
Ending Balance Standard Product Warranty Accrual | $ 15,655 |
Business Combinations Hudson (N
Business Combinations Hudson (Narrative) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||||
Borrowings on revolving credit facilities | $ 302,176 | $ 3,820 | ||||
Sales | $ 240,531 | $ 203,930 | 682,839 | 644,782 | ||
Operating Income (Loss) | [1] | 10,448 | 20,064 | 20,630 | 55,040 | |
Amortization expense | 3,240 | $ 2,912 | 9,301 | $ 9,156 | ||
Business Combination, Acquisition Related Costs | 7,445 | 8,587 | ||||
Hudson [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred | 419,394 | |||||
Business Combination, Consideration Transferred, Estimated Working Capital Amount (credit) | 5,894 | |||||
Business Combination, Consideration Transferred, Acquisition-related Tax Benefits (credit) | 3,500 | |||||
Borrowings on revolving credit facilities | 300,000 | |||||
Sales | $ 6,089 | |||||
Operating Income (Loss) | 1,202 | |||||
Amortization expense | $ 372 | |||||
Business Combination, Acquisition Related Costs | 7,254 | 8,130 | ||||
Nonrecurring Acquisition-related Costs Associated with Acquiree [Member] | Hudson [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 15,917 | $ 16,529 | ||||
[1] | Includes restructuring costs of $2,749 and $305 for the three months ended September 30, 2017 and 2016, respectively, and $12,417 and $6,303 for the nine months ended September 30, 2017 and 2016 respectively. |
Business Combinations Hudson Ne
Business Combinations Hudson Net Assets Acquired (Details) - USD ($) | Sep. 30, 2017 | Sep. 20, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 457,481,000 | $ 227,397,000 | $ 217,970,000 | |
Identifiable intangible assets | 202,000,000 | |||
Accounts receivable | 34,669,000 | |||
Property, plant and equipment | 30,590,000 | |||
Inventories | 24,900,000 | |||
Other current assets | [1] | 9,359,000 | ||
Unbilled contract revenue | 4,589,000 | |||
Other assets | 2,876,000 | |||
Prepaid expenses | 873,000 | |||
Deferred tax liabilities | (68,559,000) | |||
Accounts payable | (21,246,000) | |||
Customer advances and billings in excess of contract revenue | (16,928,000) | |||
Accrued salaries, wages and benefits | (4,442,000) | |||
Other current liabilities | (3,984,000) | |||
Other long-term liabilities | (1,861,000) | |||
Current portion of warranty reserve | (839,000) | |||
Restricted Cash and Cash Equivalents | $ 8,785,000 | 2,343,000 | ||
Net assets acquired | 419,394,000 | |||
Hudson [Member] | ||||
Business Acquisition [Line Items] | ||||
Identifiable intangible assets | $ 202,000,000 | |||
[1] | Pursuant to the provisions of the Merger Agreement, Hudson deposited $2,343 into a Rabbi Trust which represents amounts payable to eligible parties under Long-Term Incentive Agreements. This balance is treated as restricted cash and restricted cash equivalents in the condensed consolidated balance sheets and is classified as other current assets. |
Business Combinations Hudson In
Business Combinations Hudson Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 20, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | |
Identifiable intangible assets | $ 202,000 | |
Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |
Unpatented technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |
Hudson [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 129,600 | |
Identifiable intangible assets | 202,000 | |
Hudson [Member] | Customer relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 109,200 | |
Hudson [Member] | Unpatented technology [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 19,200 | |
Hudson [Member] | Customer backlog [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 2 years | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,200 | |
Hudson [Member] | Trademarks and trade names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 72,400 | |
Minimum [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 year | |
Minimum [Member] | Hudson [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Maximum [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 50 years | |
Maximum [Member] | Hudson [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 12 years |
Business Combinations Hudson Su
Business Combinations Hudson Supplemental Pro Forma Information (Details) - Hudson [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||||
Pro forma sales | $ 282,432 | $ 241,725 | $ 824,066 | $ 777,671 |
Pro forma net income attributable to Chart Industries, Inc. | $ 3,888 | $ 15,434 | $ 5,305 | $ 36,341 |
Pro forma net income attributable to Chart Industries, Inc. per common share, basic | $ 0.13 | $ 0.50 | $ 0.17 | $ 1.19 |
Pro forma net income attributable to Chart Industries, Inc. per common share, diluted | $ 0.12 | $ 0.50 | $ 0.17 | $ 1.17 |
Business Combinations VCT Vogel
Business Combinations VCT Vogel GmbH (Details) $ in Thousands, € in Millions | Sep. 20, 2017USD ($) | Aug. 31, 2017USD ($) | Aug. 31, 2017EUR (€) |
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 419,394 | ||
VCT Vogel GmbH [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 | $ 4,139 | € 3.5 |
Business Combinations Hetsco Ac
Business Combinations Hetsco Acquisition (Details) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 20, 2017 | Mar. 31, 2017 | Jan. 13, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 457,481 | $ 457,481 | $ 227,397 | $ 217,970 | ||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 419,394 | |||||
Hetsco [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | |||||
Business Combination, Consideration Transferred | 23,162 | |||||
Other Receivables | 380 | 380 | ||||
Goodwill | 8,849 | 8,849 | $ 10,120 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 4,693 | 4,693 | 4,642 | |||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 22,782 | 22,782 | 23,162 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Goodwill | (1,271) | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 51 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | (380) | |||||
Customer Relationships [Member] | Hetsco [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 8,090 | 8,090 | 7,280 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 810 | |||||
Other Identifiable Intangible Assets [Member] | Hetsco [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,150 | $ 1,150 | $ 1,120 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ 30 |
Business Combinations Contingen
Business Combinations Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 0 | $ 75 | $ (1,622) | $ 122 |
Thermax [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Inception Amount Recorded During Reporting Period | 1,800 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Business Combination, Contingent Consideration, Liability Beginning Balance | 1,923 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (1,622) | |||
Business Combination, Contingent Consideration, Liability Ending Balance | 301 | 301 | ||
Thermax [Member] | Minimum [Member] | ||||
Business Acquisition, Contingent Consideration, Potential Cash Payment | 0 | 0 | ||
Thermax [Member] | Maximum [Member] | ||||
Business Acquisition, Contingent Consideration, Potential Cash Payment | $ 11,288 | $ 11,288 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | $ 20 | $ 39 |
Assets, Fair Value Disclosure | 20 | 39 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 170 | 92 |
Accrued Liabilities, Fair Value Disclosure | 301 | 1,923 |
Liabilities, Fair Value Disclosure | 471 | 2,015 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 20 | 39 |
Assets, Fair Value Disclosure | 20 | 39 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 170 | 92 |
Accrued Liabilities, Fair Value Disclosure | 0 | 0 |
Liabilities, Fair Value Disclosure | 170 | 92 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 |
Assets, Fair Value Disclosure | 0 | 0 |
Foreign Currency Contracts, Liability, Fair Value Disclosure | 0 | 0 |
Accrued Liabilities, Fair Value Disclosure | 301 | 1,923 |
Liabilities, Fair Value Disclosure | $ 301 | $ 1,923 |
Accumulated Other Comprehensi54
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |||||
Accumulated Other Comprehensive Loss [Line Items] | ||||||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (20,892) | $ (24,398) | $ (35,212) | $ (24,904) | ||||
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 6,657 | 21 | 20,574 | 28 | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 1,523 | 250 | 1,926 | 749 | ||||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 8,180 | 271 | 22,500 | 777 | ||||
Ending Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | (12,712) | (24,127) | (12,712) | (24,127) | ||||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||||||
Accumulated Other Comprehensive Loss [Line Items] | ||||||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | (10,784) | (12,506) | (24,701) | (12,513) | ||||
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 6,657 | 21 | 20,574 | 28 | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 1,322 | [1] | 0 | 1,322 | [1] | 0 | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 7,979 | 21 | 21,896 | 28 | ||||
Ending Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | (2,805) | (12,485) | (2,805) | (12,485) | ||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||||||
Accumulated Other Comprehensive Loss [Line Items] | ||||||||
Beginning Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | (10,108) | (11,892) | (10,511) | (12,391) | ||||
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 0 | 0 | 0 | 0 | ||||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 201 | [2] | 250 | [2] | 604 | [3] | 749 | [3] |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 201 | 250 | 604 | 749 | ||||
Ending Balance Accumulated Other Comprehensive Income (Loss), Net of Tax | (9,907) | (11,642) | (9,907) | (11,642) | ||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Tax, Portion Attributable to Parent | 109 | 135 | 326 | 404 | ||||
Selling, General and Administrative Expenses [Member] | ||||||||
Accumulated Other Comprehensive Loss [Line Items] | ||||||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | 188 | 233 | 564 | 699 | ||||
Cost of Sales [Member] | ||||||||
Accumulated Other Comprehensive Loss [Line Items] | ||||||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax | $ 122 | $ 152 | $ 366 | $ 454 | ||||
[1] | For the three and nine months ended September 30, 2017, $1,322 was reclassified from accumulated other comprehensive loss to foreign currency loss in the condensed consolidated statements of operations and comprehensive income related to certain intercompany transactions. | |||||||
[2] | Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ($122 and $152) and selling, general, and administrative expenses ($188 and $233) for the three months ended September 30, 2017 and 2016, respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note. | |||||||
[3] | Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ($366 and $454) and selling, general, and administrative expenses ($564 and $699) for the nine months ended September 30, 2017 and 2016, respectively, in the condensed consolidated statements of operations and comprehensive income. The components in accumulated other comprehensive loss are included in the computation of net periodic pension expense as reported in the Employee Benefit Plans note. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Calculations of net income per share of common stock | ||||
Net income attributable to Chart Industries, Inc. | $ 1,510 | $ 15,025 | $ 1,381 | $ 31,527 |
Basic | $ 0.05 | $ 0.49 | $ 0.04 | $ 1.03 |
Diluted | $ 0.05 | $ 0.48 | $ 0.04 | $ 1.02 |
Weighted average number of common shares outstanding — basic | 30,755 | 30,585 | 30,726 | 30,578 |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 556 | 479 | 562 | 362 |
Weighted average number of common shares outstanding – diluted | 31,311 | 31,064 | 31,288 | 30,940 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,004 | 3,923 | 4,044 | 4,118 |
Stock Compensation Plan [Member] | ||||
Calculations of net income per share of common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 636 | 555 | 676 | 750 |
Warrant [Member] | ||||
Calculations of net income per share of common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,368 | 3,368 | 3,368 | 3,368 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | |||||
Income tax expense | $ 1,907 | $ 1,764 | $ 2,346 | $ 12,829 | |
Effective Income Tax Rate, Continuing Operations | 47.50% | 11.40% | 48.60% | 31.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 35.00% | 35.00% | 35.00% | |
Liability for gross unrecognized tax benefits | $ 710 | $ 710 | $ 788 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 535 | 535 | 579 | ||
Accrual for interest and penalties | $ 89 | $ 89 | $ 86 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Defined Benefit Plan, Contributions by Employer | $ 3,000 | |||
Components of net periodic pension expense: | ||||
Interest cost | $ 543 | $ 572 | 1,627 | $ 1,714 |
Expected return on plan assets | (698) | (698) | (2,094) | (2,092) |
Amortization of net loss | 310 | 385 | 930 | 1,153 |
Total net periodic pension expense | $ 155 | $ 259 | $ 463 | $ 775 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 1,569 | $ 1,826 | $ 9,555 | $ 9,014 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 7,298 | $ 7,298 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 69 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, Grants in Period, Gross | 324,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 43,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 80,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 22,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 153,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 25,000 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 7,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 129,000 | |||
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 22,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 22,000 | |||
Performance Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 8,000 | |||
Leveraged Restricted Share Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 6,000 | |||
Management [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Total Fair Value Granted During Period, Employees | $ 13,246 | |||
Director [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 13,000 | |||
Shares Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Granted In Period Total Fair Value | $ 487 |
Restructuring Activities Restru
Restructuring Activities Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | $ 972 | $ 202 | $ 3,498 | $ 5,883 |
Restructuring and Other | 1,777 | 103 | 8,919 | 420 |
Restructuring Costs | 2,749 | 305 | 12,417 | 6,303 |
Restructuring and Related Costs, Expected Cost Remaining | 1,530 | 1,530 | ||
Cost of Sales [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | 52 | 159 | 731 | 3,501 |
Restructuring and Other | 278 | 0 | 4,072 | 0 |
Selling, General and Administrative Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance Costs | 920 | 43 | 2,767 | 2,382 |
Restructuring and Other | 1,499 | 103 | 4,847 | 420 |
Energy & Chemicals [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 162 | 159 | 2,245 | 821 |
Distribution & Storage [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 648 | 118 | 1,085 | 3,929 |
Restructuring and Related Costs, Expected Cost Remaining | 1,000 | 1,000 | ||
BioMedical [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 516 | 0 | 4,527 | 521 |
Restructuring and Related Costs, Expected Cost Remaining | 310 | 310 | ||
Corporate [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Costs | 1,423 | $ 28 | 4,560 | $ 1,032 |
Restructuring and Related Costs, Expected Cost Remaining | $ 220 | $ 220 |
Restructuring Activities Rest60
Restructuring Activities Restructuring Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance, Restructuring Accrual | $ 4,205 | $ 5,984 | $ 7,324 | $ 5,832 |
Restructuring Costs | 2,749 | 305 | 12,417 | 6,303 |
Payments for Restructuring | (3,821) | (1,814) | (16,608) | (7,660) |
Restructuring Reserve, Period Increase (Decrease) | 194 | 194 | ||
Ending Balance, Restructuring Reserve | 3,327 | 4,475 | 3,327 | 4,475 |
Energy & Chemicals [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance, Restructuring Accrual | 0 | 544 | 127 | 1,106 |
Restructuring Costs | 162 | 159 | 2,245 | 821 |
Payments for Restructuring | (157) | (267) | (2,367) | (1,491) |
Restructuring Reserve, Period Increase (Decrease) | 194 | 194 | ||
Ending Balance, Restructuring Reserve | 199 | 436 | 199 | 436 |
Distribution & Storage [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance, Restructuring Accrual | 1,865 | 4,796 | 2,864 | 3,446 |
Restructuring Costs | 648 | 118 | 1,085 | 3,929 |
Payments for Restructuring | (1,381) | (1,160) | (2,817) | (3,621) |
Restructuring Reserve, Period Increase (Decrease) | 0 | 0 | ||
Ending Balance, Restructuring Reserve | 1,132 | 3,754 | 1,132 | 3,754 |
BioMedical [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance, Restructuring Accrual | 847 | 368 | 1,308 | 430 |
Restructuring Costs | 516 | 0 | 4,527 | 521 |
Payments for Restructuring | (803) | (168) | (5,275) | (751) |
Restructuring Reserve, Period Increase (Decrease) | 0 | 0 | ||
Ending Balance, Restructuring Reserve | 560 | 200 | 560 | 200 |
Corporate [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Beginning Balance, Restructuring Accrual | 1,493 | 276 | 3,025 | 850 |
Restructuring Costs | 1,423 | 28 | 4,560 | 1,032 |
Payments for Restructuring | (1,480) | (219) | (6,149) | (1,797) |
Restructuring Reserve, Period Increase (Decrease) | 0 | 0 | ||
Ending Balance, Restructuring Reserve | $ 1,436 | $ 85 | $ 1,436 | $ 85 |
Reportable Segments (Details)
Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | ||||||
Segment Reporting Information [Line Items] | ||||||||||
Sales | $ 240,531 | $ 203,930 | $ 682,839 | $ 644,782 | ||||||
Operating Income (Loss) | [1] | 10,448 | 20,064 | 20,630 | 55,040 | |||||
Restructuring Costs | 2,749 | 305 | 12,417 | 6,303 | ||||||
Business Combination, Acquisition Related Costs | 7,445 | 8,587 | ||||||||
Assets | 1,693,023 | 1,693,023 | $ 1,233,082 | |||||||
Energy & Chemicals [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Sales | 46,588 | [2] | 23,711 | 126,473 | [2] | 122,865 | ||||
Operating Income (Loss) | 329 | [2] | (5,736) | (2,420) | [2] | 14,190 | ||||
Restructuring Costs | 162 | 159 | 2,245 | 821 | ||||||
Assets | 782,553 | [3] | 782,553 | [3] | 172,494 | |||||
Distribution & Storage [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Sales | 139,281 | 126,646 | 390,057 | 363,743 | ||||||
Operating Income (Loss) | 21,016 | 14,715 | 49,186 | 37,550 | ||||||
Restructuring Costs | 648 | 118 | 1,085 | 3,929 | ||||||
Assets | 679,350 | 679,350 | 631,715 | |||||||
BioMedical [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Sales | 54,662 | 53,573 | 166,309 | 158,174 | ||||||
Operating Income (Loss) | 9,539 | 20,916 | [4] | 24,387 | 38,120 | [4] | ||||
Restructuring Costs | 516 | 0 | 4,527 | 521 | ||||||
Assets | 165,195 | 165,195 | 166,940 | |||||||
Corporate [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Operating Income (Loss) | (20,436) | [5] | (9,831) | (50,523) | [5] | (34,820) | ||||
Restructuring Costs | 1,423 | 28 | 4,560 | 1,032 | ||||||
Assets | $ 65,925 | $ 65,925 | $ 261,933 | |||||||
Cost of Sales [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Gain (Loss) Related to Litigation Settlement | 15,145 | 15,145 | ||||||||
Selling, General and Administrative Expenses [Member] | ||||||||||
Segment Reporting Information [Line Items] | ||||||||||
Gain (Loss) Related to Litigation Settlement | $ 859 | $ 376 | ||||||||
[1] | Includes restructuring costs of $2,749 and $305 for the three months ended September 30, 2017 and 2016, respectively, and $12,417 and $6,303 for the nine months ended September 30, 2017 and 2016 respectively. | |||||||||
[2] | Includes results from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details. | |||||||||
[3] | Includes assets acquired from the Hudson and Hetsco acquisitions, which are included in the Company’s E&C segment. Refer to the Business Combinations note for further details. | |||||||||
[4] | During the third quarter of 2016, the Company recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep Corporation under the related representation and warranty insurance. For the three months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $859, net of associated legal fees. For the nine months ended September 30, 2016, this reduced our BioMedical segment’s cost of sales by $15,145 and Corporate SG&A expenses by $376, net of associated legal fees recorded in the first nine months of 2016. | |||||||||
[5] | Includes acquisition-related costs of $7,445 and $8,587 for the three and nine months ended September 30, 2017, respectively. |