Document and Entity Information
Document and Entity Information Document - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 19, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | CHART INDUSTRIES INC | ||
Entity Central Index Key | 892,553 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 30,921,691 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,052,067,547 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 122,600 | $ 282,000 |
Accounts receivable, less allowances of $10.8 and $10.2 | 222,700 | 142,800 |
Inventories, net | 208,900 | 169,700 |
Unbilled contract revenue | 37,000 | 26,700 |
Prepaid expenses | 15,400 | 16,800 |
Other current assets | 27,400 | 15,000 |
Total Current Assets | 634,000 | 653,000 |
Property, plant and equipment, net | 297,600 | 251,000 |
Goodwill | 468,800 | 218,000 |
Identifiable intangible assets, net | 302,500 | 93,400 |
Other assets | 21,800 | 17,600 |
TOTAL ASSETS | 1,724,700 | 1,233,000 |
Current Liabilities | ||
Accounts payable | 113,900 | 80,000 |
Customer advances and billings in excess of contract revenue | 110,200 | 74,700 |
Accrued salaries, wages and benefits | 49,100 | 41,700 |
Current portion of warranty reserve | 14,100 | 15,300 |
Short-term debt and current portion of long-term debt | 58,900 | 6,500 |
Other current liabilities | 41,400 | 43,300 |
Total Current Liabilities | 387,600 | 261,500 |
Long-term debt | 439,200 | 233,700 |
Long-term deferred tax liabilities | 62,500 | 4,200 |
Accrued pension liabilities | 9,400 | 14,400 |
Other long-term liabilities | 20,800 | 20,600 |
Total Liabilities | 919,500 | 534,400 |
Equity | ||
Common stock, par value $0.01 per share — 150,000,000 shares authorized, 30,804,832 and 30,613,166 shares issued and outstanding at December 31, 2017 and 2016, respectively | 300 | 300 |
Additional paid-in capital | 445,700 | 395,800 |
Retained earnings | 364,300 | 336,300 |
Accumulated other comprehensive loss | (8,100) | (35,200) |
Total Chart Industries, Inc. Shareholders’ Equity | 802,200 | 697,200 |
Noncontrolling interests | 3,000 | 1,400 |
Total Equity | 805,200 | 698,600 |
TOTAL LIABILITIES AND EQUITY | $ 1,724,700 | $ 1,233,000 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Outstanding | 30,804,832 | 30,613,166 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares, Issued | 30,804,832 | 30,613,166 |
Allowances for doubtful accounts | $ 10,834 | $ 10,217 |
Common Stock [Member] | ||
Equity | ||
Total Equity | $ 300 | $ 300 |
Common Stock, Shares, Outstanding | 30,810,000 | 30,610,000 |
Additional Paid-in Capital [Member] | ||
Equity | ||
Total Equity | $ 445,700 | $ 395,800 |
Retained Earnings [Member] | ||
Equity | ||
Total Equity | 364,300 | 336,300 |
Accumulated Other Comprehensive Income (Loss) [Member] | ||
Equity | ||
Total Equity | (8,100) | (35,200) |
Noncontrolling Interest [Member] | ||
Equity | ||
Total Equity | $ 3,000 | $ 1,400 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Sales | $ 988,800 | [1] | $ 859,200 | $ 1,040,200 | |||
Cost of sales | 716,700 | 592,800 | 751,700 | ||||
Gross profit | 272,100 | 266,400 | 288,500 | ||||
Selling, general and administrative expenses | 215,100 | 195,900 | 200,800 | ||||
Amortization expense | 15,000 | 11,900 | 17,300 | ||||
Asset impairments | 0 | 1,200 | 253,600 | ||||
Operating expenses | 230,100 | 209,000 | 471,700 | ||||
Operating income (loss) | [3] | 42,000 | [1],[2],[4] | 57,400 | [5] | (183,200) | [6] |
Other expenses: | |||||||
Interest expense, net | 19,400 | 17,300 | 16,000 | ||||
Loss on extinguishment of debt | 4,900 | 0 | 0 | ||||
Financing costs amortization | (1,279) | (1,284) | (1,290) | ||||
Foreign currency loss | 2,800 | 400 | 1,300 | ||||
Other expenses, net | 28,400 | 19,000 | 18,600 | ||||
Income (loss) before income taxes | 13,600 | 38,400 | (201,800) | ||||
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||||
Current | 13,900 | 16,300 | 27,100 | ||||
Deferred | (29,800) | (2,600) | (24,400) | ||||
Income tax (benefit) expense, net | (15,900) | 13,700 | 2,700 | ||||
Net income (loss) | 29,500 | 24,700 | (204,500) | ||||
Less: Income (loss) attributable to noncontrolling interests, net of taxes | 1,500 | (3,500) | (1,500) | ||||
Net income (loss) attributable to Chart Industries, Inc. | $ 28,000 | $ 28,200 | $ (203,000) | ||||
Net income (loss) attributable to Chart Industries, Inc. per common share: | |||||||
Basic | $ 0.91 | [7] | $ 0.92 | [8] | $ (6.66) | ||
Diluted | $ 0.89 | [7],[9] | $ 0.91 | [8],[10] | $ (6.66) | ||
Weighted average number of common shares outstanding: | |||||||
Basic | 30,740 | 30,580 | 30,490 | ||||
Diluted | 31,340 | 30,990 | 30,490 | ||||
Retained Earnings [Member] | |||||||
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||||||
Net income (loss) attributable to Chart Industries, Inc. | $ 28,000 | $ 28,200 | $ (203,000) | ||||
[1] | Hudson, included in these results since the acquisition date, September 20, 2017, added net sales and operating income of $58.0 and $6.4 for the year ended December 31, 2017, including $6.1 and $1.2 in the third quarter and $51.9 and $5.2 in the fourth quarter, respectively. | ||||||
[2] | Includes acquisition-related expenses of $10.1 for the year ended December 31, 2017. | ||||||
[3] | Includes restructuring costs of $15.6, $10.9 and $12.2 for the years ended December 31, 2017, 2016 and 2015, respectively | ||||||
[4] | The fourth quarter of 2017 includes additional expense as a result of a litigation award in China. Refer to Note 18, Commitments and Contingencies, for further information. | ||||||
[5] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes asset impairment charges of $1.2 attributed to D&S. | ||||||
[6] | Includes asset impairment charges of $255.1 for the year ended December 31, 2015, attributed to E&C – $68.8, D&S – $2.0, and BioMedical – $184.3. | ||||||
[7] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||
[8] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||
[9] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. | ||||||
[10] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net income (loss) | $ 29.5 | $ 24.7 | $ (204.5) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 26.9 | (12.2) | (16.6) |
Defined benefit pension plan: | |||
Actuarial gain (loss) on remeasurement | 2.4 | 1.5 | (1.3) |
Amortization of prior service cost included in net periodic pension expense | 1.2 | 1.5 | 1.4 |
Defined benefit pension plan | 3.6 | 3 | 0.1 |
Other comprehensive income (loss), before tax | 30.5 | (9.2) | (16.5) |
Income tax expense related to defined benefit pension plan | (3.3) | (1.1) | (0.1) |
Other comprehensive income (loss), net of taxes | 27.2 | (10.3) | (16.6) |
Comprehensive income (loss) | 56.7 | 14.4 | (221.1) |
Less: comprehensive (income) loss attributable to noncontrolling interests, net of taxes | (1.6) | 3.5 | 1.9 |
Comprehensive income (loss) attributable to Chart Industries, Inc. | $ 55.1 | $ 17.9 | $ (219.2) |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
OPERATING ACTIVITIES | ||||
Net income (loss) | $ 29,500 | $ 24,700 | $ (204,500) | |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 41,900 | 37,500 | 45,400 | |
Asset impairments | 0 | 1,200 | 255,100 | |
Interest accretion of convertible notes discount | 12,800 | 12,500 | 11,500 | |
Loss on extinguishment of debt | 4,900 | 0 | 0 | |
Financing costs amortization | (1,279) | (1,284) | (1,290) | |
Employee share-based compensation expense | 11,100 | 10,700 | 11,300 | |
Unrealized foreign currency transaction loss | 300 | 500 | 100 | |
Deferred income tax benefit | (29,800) | (2,600) | (24,400) | |
Other non-cash operating activities | 2,300 | 1,300 | 800 | |
Changes in assets and liabilities, net of acquisitions: | ||||
Accounts receivable | (37,100) | 43,600 | 7,200 | |
Inventory | (11,700) | 25,700 | 12,000 | |
Unbilled contract revenues and other assets | 6,600 | 20,800 | 12,300 | |
Accounts payable and other liabilities | (1,500) | (11,500) | (17,400) | |
Customer advances and billings in excess of contract revenue | 16,400 | 5,100 | (9,700) | |
Net Cash Provided By Operating Activities | 47,000 | 170,800 | 101,000 | |
INVESTING ACTIVITIES | ||||
Acquisition of businesses, net of cash acquired | (446,100) | (1,400) | (24,500) | |
Capital expenditures | (35,200) | (17,800) | (47,100) | |
Payments for China land use rights | 0 | 0 | (11,000) | |
Government grants | 400 | 1,100 | 8,700 | |
Proceeds from sale of assets | 900 | 0 | 400 | |
Net Cash Used In Investing Activities | (480,000) | (18,100) | (73,500) | |
FINANCING ACTIVITIES | ||||
Borrowings on revolving credit facilities | 302,200 | 3,800 | 68,800 | |
Repayments on revolving credit facilities | (66,100) | (6,100) | (67,200) | |
Repurchase of convertible notes | (194,900) | 0 | 0 | |
Proceeds from issuance of convertible notes | 258,800 | 0 | 0 | |
Proceeds from issuance of warrants | 46,000 | 0 | 0 | |
Payments for call options related to convertible notes | (59,500) | 0 | 0 | |
Borrowings on term loan | 0 | 13,200 | 0 | |
Repayments on term loan | (3,100) | (2,900) | 0 | |
Payments for debt issuance costs | (8,200) | 0 | 0 | |
Payment of contingent consideration | 0 | 0 | (600) | |
Proceeds from exercise of stock options | 2,000 | 400 | 500 | |
Excess tax benefit from share-based compensation | 0 | 0 | 100 | |
Common stock repurchases | (2,000) | (700) | (900) | |
Dividend distribution to noncontrolling interests | 0 | 0 | (100) | |
Other financing activities | 0 | 0 | (200) | |
Net Cash Provided By Financing Activities | 275,200 | 7,700 | 400 | |
Effect of exchange rate changes on cash and cash equivalents | 7,200 | (2,100) | (7,800) | |
Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents | (150,600) | 158,300 | 20,100 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | 282,000 | 123,700 | 103,600 | |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents | $ 131,400 | [1] | $ 282,000 | $ 123,700 |
[1] | (1) Refer to Note 7, Debt and Credit Arrangements and Note 10, Business Combinations for further information regarding restricted cash and restricted cash equivalents balances. |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interest [Member] |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | $ (16,200,000) | |||||
Shares outstanding, beginning of period at Dec. 31, 2014 | 30,480,000 | |||||
Balance, beginning of period at Dec. 31, 2014 | $ 887,100,000 | $ 300,000 | $ 377,200,000 | $ 511,100,000 | (8,700,000) | $ 7,200,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (204,500,000) | 0 | 0 | |||
Net income attributable to Chart Industries, Inc. | (203,000,000) | (203,000,000) | ||||
Less: Income (loss) attributable to noncontrolling interests, net of taxes | (1,500,000) | (1,500,000) | ||||
Other Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | (400,000) | |||||
Other comprehensive (loss) income | (16,600,000) | |||||
Proceeds from Issuance of Warrants | 0 | |||||
Share-based compensation expense | 11,300,000 | $ 0 | 11,300,000 | |||
Common stock issued from share-based compensation plans, shares | 100,000 | |||||
Common stock issued from share-based compensation plans, amount | 500,000 | $ 0 | 500,000 | |||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (900,000) | $ 0 | (900,000) | |||
Common stock repurchases, shares | (30,000) | |||||
Common stock repurchases, amount | (900,000) | $ 0 | (900,000) | |||
Dividend distribution to noncontrolling interest | (200,000) | (200,000) | ||||
Other | (100,000) | $ 0 | (100,000) | 0 | ||
Shares outstanding, end of period at Dec. 31, 2015 | 30,550,000 | |||||
Balance, end of period at Dec. 31, 2015 | 675,700,000 | $ 300,000 | 387,100,000 | 308,100,000 | (24,900,000) | 5,100,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | (10,300,000) | (10,300,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 24,700,000 | 0 | 0 | |||
Net income attributable to Chart Industries, Inc. | 28,200,000 | 28,200,000 | ||||
Less: Income (loss) attributable to noncontrolling interests, net of taxes | (3,500,000) | (3,500,000) | ||||
Other Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | 0 | |||||
Other comprehensive (loss) income | (10,300,000) | |||||
Proceeds from Issuance of Warrants | 0 | |||||
Share-based compensation expense | 10,700,000 | $ 0 | 10,700,000 | |||
Common stock issued from share-based compensation plans, shares | 100,000 | |||||
Common stock issued from share-based compensation plans, amount | 400,000 | $ 0 | 400,000 | |||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | (1,700,000) | $ 0 | (1,700,000) | |||
Common stock repurchases, shares | (40,000) | |||||
Common stock repurchases, amount | (700,000) | $ 0 | (700,000) | |||
Other | $ (200,000) | $ 0 | 0 | (200,000) | ||
Shares outstanding, end of period at Dec. 31, 2016 | 30,613,166 | 30,610,000 | ||||
Balance, end of period at Dec. 31, 2016 | $ 698,600,000 | $ 300,000 | 395,800,000 | 336,300,000 | (35,200,000) | 1,400,000 |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 27,100,000 | 27,100,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 29,500,000 | 0 | 0 | |||
Net income attributable to Chart Industries, Inc. | 28,000,000 | 28,000,000 | ||||
Less: Income (loss) attributable to noncontrolling interests, net of taxes | 1,500,000 | 1,500,000 | ||||
Other Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest | 100,000 | |||||
Other comprehensive (loss) income | 27,200,000 | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt | 36,600,000 | 36,600,000 | ||||
Proceeds from Issuance of Warrants | 46,000,000 | 46,000,000 | ||||
CovertibleNotesAdditionalPaidInCapitalEffectOfCallOptionsNetOfTax | (38,100,000) | |||||
Repurchase of convertible notes associated with additional paid-in capital | (5,800,000) | (5,800,000) | ||||
Share-based compensation expense | 11,100,000 | $ 0 | 11,100,000 | |||
Common stock issued from share-based compensation plans, shares | 250,000 | |||||
Common stock issued from share-based compensation plans, amount | 2,000,000 | $ 0 | 2,000,000 | |||
Common stock repurchases, shares | (50,000) | |||||
Common stock repurchases, amount | (2,000,000) | $ 0 | (2,000,000) | |||
Other | $ 100,000 | $ 0 | 100,000 | 0 | ||
Shares outstanding, end of period at Dec. 31, 2017 | 30,804,832 | 30,810,000 | ||||
Balance, end of period at Dec. 31, 2017 | $ 805,200,000 | $ 300,000 | $ 445,700,000 | $ 364,300,000 | $ (8,100,000) | $ 3,000,000 |
Nature of Operations and Princi
Nature of Operations and Principles of Consolidation | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | Nature of Operations: Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart,” “we,” “us,” or “our”), 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). We have domestic operations located across the United States, including principal executive offices located in Georgia, and an international presence in Asia, Australia, Europe, and Latin America. |
Nature of Operations and Principles of Consolidation | Nature of Operations and Principles of Consolidation Nature of Operations: Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart,” “we,” “us,” or “our”), 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). We have domestic operations located across the United States, including principal executive offices located in Georgia, and an international presence in Asia, Australia, Europe, and Latin America. On September 20, 2017, we completed the acquisition of RCHPH Holdings, Inc. (“Hudson”). Hudson 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. See Note 10, Business Combinations, for further information regarding the Hudson acquisition. Principles of Consolidation: The consolidated financial statements include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Recently Adopted Accounting Standards: In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We early adopted the amendments provided in ASU 2016-18 effective January 1, 2017 as reflected in these 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 $8.8 of restricted cash and restricted cash equivalents at December 31, 2017 . Restricted cash and restricted cash equivalents are included in other current assets and other assets in the accompanying consolidated balance sheet at December 31, 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. We prospectively recognized the excess income tax effects of awards as income tax expense or benefit in the statements of operations and have 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, we prospectively recognized the excess tax benefits along with other income tax cash flows as an operating activity in the consolidated statements of cash flows. We adopted this guidance effective January 1, 2017. The adoption of the guidance did not have a material impact on our 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. We adopted this guidance prospectively for the fiscal year beginning January 1, 2017. The adoption of the guidance did not have a material impact on our consolidated financial statements. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. These estimates may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: We consider all investments with an initial maturity of three months or less when purchased to be cash equivalents. See the Debt and Credit Arrangements and Business Combinations notes for additional information about restricted cash and restricted cash equivalents, which is included in other current assets and other assets in the accompanying consolidated balance sheets. Accounts Receivable, Net of Allowances: We evaluate the collectibility of accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount we believe will be collected. We also record allowances for doubtful accounts based on historical experience. When collection of a specific amount due is deemed not probable, the account is written off against the allowance. Inventories: Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in, first-out (“FIFO”) method. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. We also recognize reserves based on the actual usage in recent history and projected usage in the near-term. Property, Plant and Equipment: Capital expenditures for property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that extend the useful life are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Guarantees of Third-Party Performance: During the first quarter of 2016, we became a member to a consortium agreement relating to a project with a third-party. This agreement entails us guaranteeing not only our own performance, but also the work of a third-party consortium partner. In the event of non-fulfillment of contractual obligations by the consortium partner, we may be required to perform the obligations of the consortium partner. The agreement term covers the project through completion, approximately 1.5 years. At December 31, 2017, the estimated cost of the performance under this guarantee was 14.6 million euros (equivalent to $15.4 ). If losses are incurred under the guarantee due to third-party non-performance, we have certain rights that would allow us to mitigate such losses. If necessary, the carrying amount of any liability recorded in the consolidated balance sheet would reflect our best estimate of future payments which we may incur as part of fulfilling our guarantee obligation. There is no liability recorded at December 31, 2017. Long-lived Assets: We monitor our property, plant, equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. If impairment indicators exist, assets are grouped and tested at the lowest level for which identifiable cash flows are available. We perform the required analysis and record impairment charges, if applicable. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated from discounted future net cash flows (for assets held and used) or net realizable value (for assets held for sale). Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. We amortize intangible assets that have finite lives over their estimated useful lives. See Note 3 , Asset Impairments , for more information relating to finite-lived intangible asset impairment losses recorded during 2016 and 2015. Goodwill and Indefinite-Lived Intangible Assets: Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. We do not amortize goodwill or indefinite-lived intangible assets, but review them for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. Goodwill is analyzed on a reporting unit basis. The reporting units are the same as the operating and reportable segments: Energy & Chemicals (“E&C”), Distribution & Storage (“D&S”) and BioMedical. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the first and second steps of the goodwill impairment test are not necessary. Otherwise, we would perform the first step of the two-step goodwill impairment test. Alternatively, we may also bypass the Step 0 Test and proceed directly to the two-step goodwill impairment test. Under the first step (“Step 1”), we estimate the fair value of the reporting units by considering income and market approaches to develop fair value estimates, which are weighted to arrive at a fair value estimate for each reporting unit. With respect to the income approach, a model has been developed to estimate the fair value of each reporting unit. This fair value model incorporates estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. With respect to the market approach, a guideline company method is employed whereby pricing multiples are derived from companies with similar assets or businesses to estimate fair value of each reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, then goodwill is not impaired and no further testing is required. However, if the fair value of the reporting unit is less than its carrying amount, we perform the second step (“Step 2”) of the goodwill impairment test to measure the amount of impairment loss, if any, to recognize. In Step 2, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to the assets and liabilities, other than goodwill, in a hypothetical purchase price allocation. The resulting implied fair value is then compared to the carrying amount of the goodwill and if the carrying amount exceeds the implied fair value, an impairment charge is recorded for the difference. In order to assess the reasonableness of the calculated fair values of the reporting units, we also compare the sum of the reporting units’ fair values to the market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of this assessment, we reevaluate the fair value estimates of the reporting units by adjusting the discount rates and other assumptions as necessary. Changes to the assumptions and estimates used throughout the steps described above may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill and result in future impairment charges. With respect to indefinite-lived intangible assets, we first evaluate relevant events and circumstances to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, in weighing all relevant events and circumstances in totality, we determine that it is more likely than not that an indefinite-lived intangible asset is not impaired, no further action is necessary. Otherwise, we would determine the fair value of indefinite-lived intangible assets and perform a quantitative impairment assessment by comparing the indefinite-lived intangible asset’s fair value to its carrying amount. We may bypass such a qualitative assessment and proceed directly to the quantitative assessment. We estimate the fair value of the indefinite-lived assets using the income approach. This may include the relief from royalty method or use of a model similar to the one described above related to goodwill which estimates the future cash flows attributed to the indefinite-lived intangible asset and then discounting these cash flows back to a present value. Under the relief from royalty method, fair value is estimated by discounting the royalty savings, as well as any tax benefits related to ownership to a present value. The fair value from either approach is compared to the carrying value and an impairment is recorded if the fair value is determined to be less than the carrying value. See Note 3 , Asset Impairments , and Note 6 , Goodwill and Intangible Assets , for more information relating to goodwill and indefinite-lived intangible assets and the asset impairment charges recorded during 2016 and 2015. Convertible Debt: We determined that the conversion option within our 2.00% Convertible Senior Subordinated Notes due August 2018 and 1.00% Convertible Senior Subordinated Notes due November 2024 (together, the “Convertible Notes”) was not clearly and closely related to the debt instrument host, however, the conversion option met a scope exception to derivative instrument accounting since the conversion feature is indexed to the our common stock and meets equity classification criteria. Convertible debt instruments exempt from derivative accounting and subject to cash settlement of the conversion option are recognized by bifurcating the principal balance into a liability component and an equity component where the fair value of the liability component is estimated by calculating the present value of its cash flows discounted at an interest rate that we would have received for similar debt instruments that have no conversion rights (the “straight-debt rate”), and the equity component is the residual amount, net of tax, which creates a discount on the Convertible Notes. We recognize non-cash interest accretion expense related to the carrying amount of the Convertible Notes which is accreted back to its principal amount over the expected life of the debt, which is also the stated life of the debt. Financial Instruments: The fair values of cash equivalents, accounts receivable, accounts payable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition and payment history of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the E&C segment, we require advance payments, letters of credit, bankers’ acceptances, and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. Derivative Financial Instruments: We utilize certain derivative financial instruments to enhance our ability to manage foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. We do not enter into contracts for speculative purposes nor are we a party to any leveraged derivative instrument. We are exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. We utilize foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency 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 Chinese yuan, the Czech koruna, the Australian dollar, the British pound, the Canadian dollar, and the Japanese yen. Our foreign currency forward contracts do not qualify as hedges as defined by accounting guidance. Foreign currency forward contracts are measured at fair value and recorded on the consolidated balance sheets as other current liabilities or assets. Changes in their fair value are recorded in the consolidated statements of operations as foreign currency gains or losses. Our foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined in Note 11 . Gains or losses on settled or expired contracts are recorded in the consolidated statements of operations as foreign currency gains or losses. Product Warranties: We provide product warranties with varying terms and durations for the majority of our products. We estimate product warranty costs and accrues for these costs as products are sold with a charge to cost of sales. Factors considered in estimating warranty costs include historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside of typical experience. Warranty accruals are evaluated and adjusted as necessary based on actual claims experience and changes in future claim and cost estimates. Business Combinations: We account for business combinations using the acquisition method. The purchase price is allocated, separately from goodwill, to the identifiable assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value of the net assets acquired, including identifiable intangible assets, is assigned to goodwill. As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Identifiable finite-lived intangible assets generally consist of customer relationships, unpatented technology, patents and trademarks and trade names and are amortized over their estimate useful lives which generally range from 2 to 15 years. Identifiable indefinite-lived intangible assets generally consist of trademarks and trade names and are subject to impairment testing on at least an annual basis. We estimate the fair value of identifiable intangible assets under income approaches where the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. We expense acquisition-related costs, including legal, consulting, accounting and other costs, in the periods in which the costs are incurred. Revenue Recognition: For the majority of our products, revenue is recognized when products are shipped, title has transferred, and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations, engineered tanks, and on-site generation systems, we primarily use the percentage of completion method of accounting. Earned revenue is based on the percentage of incurred costs to date compared to total estimated costs at completion after giving effect to the most current estimates. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Pre-contract costs relate primarily to salaries and benefits incurred to support the selling effort and are expensed as incurred. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage of incurred costs to date compared to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors, but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Incentive-fee revenue is not recognized until it is earned. We report sales net of tax assessed by governmental authorities. Cost of Sales: Manufacturing expenses associated with sales are included in cost of sales. Cost of sales includes all materials, direct and indirect labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs, manufacturing engineering, project management, and depreciation expense for assets used in the manufacturing process are included in cost of sales on the consolidated statements of operations. Selling, General and Administrative Expenses (“SG&A”): SG&A expenses include selling, marketing, customer service, product management, design engineering, and other administrative expenses not directly supporting the manufacturing process, as well as depreciation and amortization expense associated with non-manufacturing assets. In addition, SG&A expenses include corporate operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. Shipping and Handling Costs: Amounts billed to customers for shipping are classified as sales, and the related costs are classified as cost of sales on the consolidated statements of operations. Shipping revenue of $10.2 , $8.7 , and $11.6 for the years ended December 31, 2017, 2016 and 2015 , respectively, are included in sales. Shipping costs of $13.9 , $12.2 , and $15.2 for the years ended December 31, 2017, 2016 and 2015 , respectively, are included in cost of sales. Advertising Costs: We incurred advertising costs of $5.1 , $4.7 , and $5.1 for the years ended December 31, 2017, 2016 and 2015 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Research and Development Costs: We incurred research and development costs of $16.0 , $18.1 , and $15.8 for the years ended December 31, 2017, 2016 and 2015 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Foreign Currency Translation: The functional currency for the majority of our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). Remeasurement from local to functional currencies is included in cost of goods sold or foreign currency loss (gain) on the consolidated statements of operations. Gains or losses resulting from foreign currency transactions are charged to operations as incurred. Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance will be adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. We utilize a two-step approach for the recognition and measurement of uncertain tax positions. The first step is to evaluate the tax position and determine whether it is more likely than not that the position will be sustained upon examination by tax authorities. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon settlement. Interest and penalties related to income taxes are accounted for as income tax expense on the consolidated statements of operations. We have accounted for the tax effects of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our financial statements as of December 31, 2017. As we complete our analysis of the Tax Cuts and Jobs Act, further collect and analyze data, interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service (“IRS”), and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. Share-based Compensation: We measure share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock, restricted stock units, performance units, and leveraged restricted share units based on the grant-date fair value. The fair value of stock options is calculated using the Black-Scholes pricing model and is recognized on an accelerated basis over the vesting period. The grant-date fair value calculation under the Black-Scholes pricing model requires the use of variables such as exercise term of the option, future volatility, dividend yield, and risk-free interest rate. The fair value of restricted stock and restricted stock units is based on Chart’s market price on the date of grant and is generally recognized on an accelerated basis over the vesting period. The fair value of performance units is based on Chart’s market price on the date of grant and pre-determined performance conditions as determined by the Compensation Committee of the Board of Directors and is recognized on a straight-line basis over the performance measurement period based on the probability that the performance conditions will be achieved. We reassess the vesting probability of performance units each reporting period and adjust share-based compensation expense based on our probability assessment. The fair value of leveraged restricted share units is based on market conditions, calculated using a Monte Carlo simulation model, and is recognized on a straight-line basis over the vesting period. Share-based compensation expense for all awards considers estimated forfeitures. During the year, we may repurchase shares of common stock from equity plan participants to satisfy tax withholding obligations relating to the vesting or payment of equity awards. All such repurchased shares are retired in the period in which the repurchases occur. Defined Benefit Pension Plans: We sponsor two defined benefit pension plans including the Chart Pension Plan, which has been frozen since February 2006, and a noncontributory defined benefit plan that we acquired as part of the Hudson acquisition (the “Hudson Plan”). The Hudson Plan is closed to new participants and not considered significant to our consolidated financial statements. Significant accounting policies related to the Chart Pension Plan are discussed below: The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation. The change in the funded status of the plan is recognized in the year in which the change occurs through accumulated other comprehensive loss. Our funding policy is to contribute at least the minimum funding amounts required by law. Management has chosen policies according to accounting guidance that allow the use of a calculated value of plan assets, which generally reduces the volatility of expense (income) from changes in pension liability discount rates and the performance of the pension plan’s assets. Recently Issued Accounting Standards: In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The FASB issued the update to provide amended guidance to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” Additionally, under the new guidance an entity will be required to provide certain disclosures regarding stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, and the guidance may be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. We are currently assessing the effect that the ASU will have on our financial position, results of operations, and disclosures. In August 2017, the FASB issued 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 designa |
Significant Accounting Policies
Significant Accounting Policies (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | Nature of Operations and Principles of Consolidation Nature of Operations: Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart,” “we,” “us,” or “our”), 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). We have domestic operations located across the United States, including principal executive offices located in Georgia, and an international presence in Asia, Australia, Europe, and Latin America. On September 20, 2017, we completed the acquisition of RCHPH Holdings, Inc. (“Hudson”). Hudson 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. See Note 10, Business Combinations, for further information regarding the Hudson acquisition. Principles of Consolidation: The consolidated financial statements include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Recently Adopted Accounting Standards: In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. We early adopted the amendments provided in ASU 2016-18 effective January 1, 2017 as reflected in these 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 $8.8 of restricted cash and restricted cash equivalents at December 31, 2017 . Restricted cash and restricted cash equivalents are included in other current assets and other assets in the accompanying consolidated balance sheet at December 31, 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. We prospectively recognized the excess income tax effects of awards as income tax expense or benefit in the statements of operations and have 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, we prospectively recognized the excess tax benefits along with other income tax cash flows as an operating activity in the consolidated statements of cash flows. We adopted this guidance effective January 1, 2017. The adoption of the guidance did not have a material impact on our 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. We adopted this guidance prospectively for the fiscal year beginning January 1, 2017. The adoption of the guidance did not have a material impact on our consolidated financial statements. Significant Accounting Policies Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. These estimates may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: We consider all investments with an initial maturity of three months or less when purchased to be cash equivalents. See the Debt and Credit Arrangements and Business Combinations notes for additional information about restricted cash and restricted cash equivalents, which is included in other current assets and other assets in the accompanying consolidated balance sheets. Accounts Receivable, Net of Allowances: We evaluate the collectibility of accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount we believe will be collected. We also record allowances for doubtful accounts based on historical experience. When collection of a specific amount due is deemed not probable, the account is written off against the allowance. Inventories: Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in, first-out (“FIFO”) method. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. We also recognize reserves based on the actual usage in recent history and projected usage in the near-term. Property, Plant and Equipment: Capital expenditures for property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that extend the useful life are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Guarantees of Third-Party Performance: During the first quarter of 2016, we became a member to a consortium agreement relating to a project with a third-party. This agreement entails us guaranteeing not only our own performance, but also the work of a third-party consortium partner. In the event of non-fulfillment of contractual obligations by the consortium partner, we may be required to perform the obligations of the consortium partner. The agreement term covers the project through completion, approximately 1.5 years. At December 31, 2017, the estimated cost of the performance under this guarantee was 14.6 million euros (equivalent to $15.4 ). If losses are incurred under the guarantee due to third-party non-performance, we have certain rights that would allow us to mitigate such losses. If necessary, the carrying amount of any liability recorded in the consolidated balance sheet would reflect our best estimate of future payments which we may incur as part of fulfilling our guarantee obligation. There is no liability recorded at December 31, 2017. Long-lived Assets: We monitor our property, plant, equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. If impairment indicators exist, assets are grouped and tested at the lowest level for which identifiable cash flows are available. We perform the required analysis and record impairment charges, if applicable. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated from discounted future net cash flows (for assets held and used) or net realizable value (for assets held for sale). Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. We amortize intangible assets that have finite lives over their estimated useful lives. See Note 3 , Asset Impairments , for more information relating to finite-lived intangible asset impairment losses recorded during 2016 and 2015. Goodwill and Indefinite-Lived Intangible Assets: Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. We do not amortize goodwill or indefinite-lived intangible assets, but review them for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. Goodwill is analyzed on a reporting unit basis. The reporting units are the same as the operating and reportable segments: Energy & Chemicals (“E&C”), Distribution & Storage (“D&S”) and BioMedical. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the first and second steps of the goodwill impairment test are not necessary. Otherwise, we would perform the first step of the two-step goodwill impairment test. Alternatively, we may also bypass the Step 0 Test and proceed directly to the two-step goodwill impairment test. Under the first step (“Step 1”), we estimate the fair value of the reporting units by considering income and market approaches to develop fair value estimates, which are weighted to arrive at a fair value estimate for each reporting unit. With respect to the income approach, a model has been developed to estimate the fair value of each reporting unit. This fair value model incorporates estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. With respect to the market approach, a guideline company method is employed whereby pricing multiples are derived from companies with similar assets or businesses to estimate fair value of each reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, then goodwill is not impaired and no further testing is required. However, if the fair value of the reporting unit is less than its carrying amount, we perform the second step (“Step 2”) of the goodwill impairment test to measure the amount of impairment loss, if any, to recognize. In Step 2, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to the assets and liabilities, other than goodwill, in a hypothetical purchase price allocation. The resulting implied fair value is then compared to the carrying amount of the goodwill and if the carrying amount exceeds the implied fair value, an impairment charge is recorded for the difference. In order to assess the reasonableness of the calculated fair values of the reporting units, we also compare the sum of the reporting units’ fair values to the market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of this assessment, we reevaluate the fair value estimates of the reporting units by adjusting the discount rates and other assumptions as necessary. Changes to the assumptions and estimates used throughout the steps described above may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill and result in future impairment charges. With respect to indefinite-lived intangible assets, we first evaluate relevant events and circumstances to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, in weighing all relevant events and circumstances in totality, we determine that it is more likely than not that an indefinite-lived intangible asset is not impaired, no further action is necessary. Otherwise, we would determine the fair value of indefinite-lived intangible assets and perform a quantitative impairment assessment by comparing the indefinite-lived intangible asset’s fair value to its carrying amount. We may bypass such a qualitative assessment and proceed directly to the quantitative assessment. We estimate the fair value of the indefinite-lived assets using the income approach. This may include the relief from royalty method or use of a model similar to the one described above related to goodwill which estimates the future cash flows attributed to the indefinite-lived intangible asset and then discounting these cash flows back to a present value. Under the relief from royalty method, fair value is estimated by discounting the royalty savings, as well as any tax benefits related to ownership to a present value. The fair value from either approach is compared to the carrying value and an impairment is recorded if the fair value is determined to be less than the carrying value. See Note 3 , Asset Impairments , and Note 6 , Goodwill and Intangible Assets , for more information relating to goodwill and indefinite-lived intangible assets and the asset impairment charges recorded during 2016 and 2015. Convertible Debt: We determined that the conversion option within our 2.00% Convertible Senior Subordinated Notes due August 2018 and 1.00% Convertible Senior Subordinated Notes due November 2024 (together, the “Convertible Notes”) was not clearly and closely related to the debt instrument host, however, the conversion option met a scope exception to derivative instrument accounting since the conversion feature is indexed to the our common stock and meets equity classification criteria. Convertible debt instruments exempt from derivative accounting and subject to cash settlement of the conversion option are recognized by bifurcating the principal balance into a liability component and an equity component where the fair value of the liability component is estimated by calculating the present value of its cash flows discounted at an interest rate that we would have received for similar debt instruments that have no conversion rights (the “straight-debt rate”), and the equity component is the residual amount, net of tax, which creates a discount on the Convertible Notes. We recognize non-cash interest accretion expense related to the carrying amount of the Convertible Notes which is accreted back to its principal amount over the expected life of the debt, which is also the stated life of the debt. Financial Instruments: The fair values of cash equivalents, accounts receivable, accounts payable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition and payment history of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the E&C segment, we require advance payments, letters of credit, bankers’ acceptances, and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. Derivative Financial Instruments: We utilize certain derivative financial instruments to enhance our ability to manage foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. We do not enter into contracts for speculative purposes nor are we a party to any leveraged derivative instrument. We are exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. We utilize foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency 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 Chinese yuan, the Czech koruna, the Australian dollar, the British pound, the Canadian dollar, and the Japanese yen. Our foreign currency forward contracts do not qualify as hedges as defined by accounting guidance. Foreign currency forward contracts are measured at fair value and recorded on the consolidated balance sheets as other current liabilities or assets. Changes in their fair value are recorded in the consolidated statements of operations as foreign currency gains or losses. Our foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined in Note 11 . Gains or losses on settled or expired contracts are recorded in the consolidated statements of operations as foreign currency gains or losses. Product Warranties: We provide product warranties with varying terms and durations for the majority of our products. We estimate product warranty costs and accrues for these costs as products are sold with a charge to cost of sales. Factors considered in estimating warranty costs include historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside of typical experience. Warranty accruals are evaluated and adjusted as necessary based on actual claims experience and changes in future claim and cost estimates. Business Combinations: We account for business combinations using the acquisition method. The purchase price is allocated, separately from goodwill, to the identifiable assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value of the net assets acquired, including identifiable intangible assets, is assigned to goodwill. As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Identifiable finite-lived intangible assets generally consist of customer relationships, unpatented technology, patents and trademarks and trade names and are amortized over their estimate useful lives which generally range from 2 to 15 years. Identifiable indefinite-lived intangible assets generally consist of trademarks and trade names and are subject to impairment testing on at least an annual basis. We estimate the fair value of identifiable intangible assets under income approaches where the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. We expense acquisition-related costs, including legal, consulting, accounting and other costs, in the periods in which the costs are incurred. Revenue Recognition: For the majority of our products, revenue is recognized when products are shipped, title has transferred, and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations, engineered tanks, and on-site generation systems, we primarily use the percentage of completion method of accounting. Earned revenue is based on the percentage of incurred costs to date compared to total estimated costs at completion after giving effect to the most current estimates. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Pre-contract costs relate primarily to salaries and benefits incurred to support the selling effort and are expensed as incurred. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage of incurred costs to date compared to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors, but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Incentive-fee revenue is not recognized until it is earned. We report sales net of tax assessed by governmental authorities. Cost of Sales: Manufacturing expenses associated with sales are included in cost of sales. Cost of sales includes all materials, direct and indirect labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs, manufacturing engineering, project management, and depreciation expense for assets used in the manufacturing process are included in cost of sales on the consolidated statements of operations. Selling, General and Administrative Expenses (“SG&A”): SG&A expenses include selling, marketing, customer service, product management, design engineering, and other administrative expenses not directly supporting the manufacturing process, as well as depreciation and amortization expense associated with non-manufacturing assets. In addition, SG&A expenses include corporate operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. Shipping and Handling Costs: Amounts billed to customers for shipping are classified as sales, and the related costs are classified as cost of sales on the consolidated statements of operations. Shipping revenue of $10.2 , $8.7 , and $11.6 for the years ended December 31, 2017, 2016 and 2015 , respectively, are included in sales. Shipping costs of $13.9 , $12.2 , and $15.2 for the years ended December 31, 2017, 2016 and 2015 , respectively, are included in cost of sales. Advertising Costs: We incurred advertising costs of $5.1 , $4.7 , and $5.1 for the years ended December 31, 2017, 2016 and 2015 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Research and Development Costs: We incurred research and development costs of $16.0 , $18.1 , and $15.8 for the years ended December 31, 2017, 2016 and 2015 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. Foreign Currency Translation: The functional currency for the majority of our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). Remeasurement from local to functional currencies is included in cost of goods sold or foreign currency loss (gain) on the consolidated statements of operations. Gains or losses resulting from foreign currency transactions are charged to operations as incurred. Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance will be adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. We utilize a two-step approach for the recognition and measurement of uncertain tax positions. The first step is to evaluate the tax position and determine whether it is more likely than not that the position will be sustained upon examination by tax authorities. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon settlement. Interest and penalties related to income taxes are accounted for as income tax expense on the consolidated statements of operations. We have accounted for the tax effects of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our financial statements as of December 31, 2017. As we complete our analysis of the Tax Cuts and Jobs Act, further collect and analyze data, interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service (“IRS”), and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. Share-based Compensation: We measure share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock, restricted stock units, performance units, and leveraged restricted share units based on the grant-date fair value. The fair value of stock options is calculated using the Black-Scholes pricing model and is recognized on an accelerated basis over the vesting period. The grant-date fair value calculation under the Black-Scholes pricing model requires the use of variables such as exercise term of the option, future volatility, dividend yield, and risk-free interest rate. The fair value of restricted stock and restricted stock units is based on Chart’s market price on the date of grant and is generally recognized on an accelerated basis over the vesting period. The fair value of performance units is based on Chart’s market price on the date of grant and pre-determined performance conditions as determined by the Compensation Committee of the Board of Directors and is recognized on a straight-line basis over the performance measurement period based on the probability that the performance conditions will be achieved. We reassess the vesting probability of performance units each reporting period and adjust share-based compensation expense based on our probability assessment. The fair value of leveraged restricted share units is based on market conditions, calculated using a Monte Carlo simulation model, and is recognized on a straight-line basis over the vesting period. Share-based compensation expense for all awards considers estimated forfeitures. During the year, we may repurchase shares of common stock from equity plan participants to satisfy tax withholding obligations relating to the vesting or payment of equity awards. All such repurchased shares are retired in the period in which the repurchases occur. Defined Benefit Pension Plans: We sponsor two defined benefit pension plans including the Chart Pension Plan, which has been frozen since February 2006, and a noncontributory defined benefit plan that we acquired as part of the Hudson acquisition (the “Hudson Plan”). The Hudson Plan is closed to new participants and not considered significant to our consolidated financial statements. Significant accounting policies related to the Chart Pension Plan are discussed below: The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation. The change in the funded status of the plan is recognized in the year in which the change occurs through accumulated other comprehensive loss. Our funding policy is to contribute at least the minimum funding amounts required by law. Management has chosen policies according to accounting guidance that allow the use of a calculated value of plan assets, which generally reduces the volatility of expense (income) from changes in pension liability discount rates and the performance of the pension plan’s assets. Recently Issued Accounting Standards: In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The FASB issued the update to provide amended guidance to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” Additionally, under the new guidance an entity will be required to provide certain disclosures regarding stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, and the guidance may be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. We are currently assessing the effect that the ASU will have on our financial position, results of operations, and disclosures. In August 2017, the FASB issued 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 designa |
Asset Impairments (Notes)
Asset Impairments (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Asset Impairment Charges [Abstract] | |
Asset Impairment Charges [Text Block] | Asset Impairments The following tables summarize information about the impairment charges recorded in 2016 and 2015. These charges relate to non-financial assets that were measured at fair value on a non-recurring basis using Level 3 inputs according to the fair value hierarchy as described further in Note 11 , Fair Value Measurements . December 31, 2016 Goodwill and Indefinite-lived Intangible Assets Finite-lived Intangible Assets Property, Plant & Equipment Total Distribution & Storage — $ 0.5 $ 0.7 $ 1.2 Consolidated $ — $ 0.5 $ 0.7 $ 1.2 December 31, 2015 Goodwill and Indefinite-lived Intangible Assets Finite-lived Intangible Assets Property, Plant & Equipment Total Energy & Chemicals $ 65.0 $ — $ 3.8 $ 68.8 Distribution & Storage (1) 0.3 — 1.7 2.0 BioMedical 142.3 38.1 3.9 184.3 Consolidated $ 207.6 $ 38.1 $ 9.4 $ 255.1 _______________ (1) Asset impairments of $1.5 were included in cost of sales on the consolidated statement of operations for the year ended December 31, 2015. Goodwill and Indefinite-lived Intangible Assets 2017 and 2016 Goodwill and Indefinite-lived Asset Impairments: None. 2015 Goodwill and Indefinite-lived Asset Impairments: We recorded goodwill and indefinite-lived asset impairment charges in the fourth quarter of 2015 as management concluded that the goodwill and certain indefinite-lived intangible assets within certain reporting units were impaired. The total goodwill and indefinite-lived intangible asset impairment charges were $207.6 . Management prepares its annual forecast mid-November through December each year. As the 2016 forecast was developed, management considered several factors when assessing the outlook for 2016 and beyond. Because of those factors, management revised its forecasts down significantly which led to the impairment charges described below. In addition to the items considered for each reporting unit below, management also considered the sustained decline in our market capitalization at that time. Our stock price was $95.64 on December 31, 2013, $34.20 on December 31, 2014 and $17.96 on December 31, 2015. Goodwill and indefinite-lived intangible assets within the E&C reporting unit were impaired $65.0 as a result of revised estimates developed during our annual forecasting process. The revised estimates were the result of the following: 1) continued significant decline in energy prices during the fourth quarter of 2015 which led to a significant reduction in expected order levels as Liquefied Natural Gas (“LNG”) projects were cancelled or deferred, which impacted our longer-term forecasts; 2) in late 2015, we received notification of delays in major projects from several large customers; and 3) concerns with global growth, negative macroeconomic developments at the time and highly competitive market conditions. Indefinite-lived intangible assets within the D&S reporting unit were impaired $0.3 as a result of revised estimates developed during our annual forecasting process. Goodwill and indefinite-lived intangible assets within the BioMedical reporting unit were impaired $142.3 as a result of revised estimates developed during the annual forecasting process. The revised estimates were the result of the following: 1) realization that the effects of Medicare competitive bidding, including the reduction of reimbursement rates and the subsequent consolidation of our customers, were no longer considered temporary and would have lasting negative impacts on the growth of the homecare industry and their suppliers; 2) increased rivalry with competitive technology; and 3) concerns with global growth and negative macroeconomic developments at the time. Long-lived Asset Impairments 2017 Long-lived Asset Impairments: None. 2016 Long-lived Asset Impairments: During the third quarter of 2016, we identified impairment indicators that suggest the carrying value of a certain asset group in China within the D&S segment may not be recoverable. The primary impairment indicators included projections of future cash flows and the associated impact on the long-range strategic plan forecasts, lower than expected cash flows attributed to this asset group, and poor market conditions. An undiscounted cash flow test performed for this asset group indicated it was not recoverable. The fair value of the asset group was established using a discounted cash flow model which utilized Level 3 inputs in the fair value hierarchy. As a result of the long-lived asset impairment assessment performed, we recorded long-lived asset impairment charges on our D&S reporting unit as described further below. There were no remaining long-lived assets recorded on the consolidated balance sheet for this asset group as of December 31, 2016. Additionally, during the third quarter of 2016, events and circumstances indicated that other tangible property, plant and equipment in China within the D&S segment might be impaired. However, our estimate of undiscounted cash flows indicated that such carrying values were expected to be recovered. 2015 Long-lived Asset Impairments: During the fourth quarter of 2015, we identified impairment indicators described above in the Goodwill and Indefinite-Lived Intangible Assets section that suggest the carrying values of certain asset groups within each reporting unit may not be recoverable. The primary indicators include projections of future cash flows and the associated impact on the long-range strategic plan forecasts, lower than expected cash flows attributed to certain asset groups, increased competition, the continued decline in energy prices, and our lower market capitalization at that time. As a result of the long-lived asset impairment assessments performed, we recorded long-lived asset impairments described further below. The BioMedical long-lived asset impairment charges were due to declines in estimated fair value resulting from reductions in expected future cash flows associated with the respiratory product lines. The E&C long-lived asset impairment charges were due to reductions in expected future cash flows associated with certain assets in China. Finite-lived Intangible Assets: For the year ended December 31, 2016, we recorded impairment charges of $0.5 related to finite-lived intangible assets in its D&S reporting unit, attributed to customer relationships, trademarks, technology and patents. For the year ended December 31, 2015, we recorded impairment charges of $38.1 related to finite-lived intangible assets in its BioMedical reporting unit, attributed to customer relationships – $15.7 and unpatented technology – $22.4 . Property, Plant & Equipment: As a result of long-lived asset impairment assessments performed in the third quarter of 2016, we recorded long-lived asset impairment charges for certain tangible property, plant and equipment of $0.7 attributed to D&S. As a result of long-lived asset impairment assessments performed in the fourth quarter of 2015, we recorded long-lived asset impairment charges for certain tangible property, plant and equipment of $7.7 ; $3.8 attributed to E&C and $3.9 attributed to BioMedical. Additionally, as a result of restructuring activities in 2015 within the D&S segment, we recorded $1.7 of asset impairment charges to record certain property, plant and equipment at fair value. |
Inventories (Notes)
Inventories (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | Inventories The following table summarizes the components of inventory: December 31, 2017 2016 Raw materials and supplies $ 97.2 $ 65.7 Work in process 37.4 31.6 Finished goods 74.3 72.4 Total inventories, net $ 208.9 $ 169.7 The Hudson acquisition added $23.1 to our inventories, net balance at December 31, 2017 , of which $21.3 was classified as raw materials and supplies. Refer to Note 10, Business Combinations, for further information related to inventories acquired during 2017. The allowance for excess and obsolete inventory balance at December 31, 2017 and 2016 was $8.5 and $10.1 , respectively. |
Property, Plant and Equipment (
Property, Plant and Equipment (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment Disclosure [Text Block] | Property, Plant and Equipment The following table summarizes the components of property, plant and equipment: December 31, Classification Estimated Useful Life 2017 2016 Land and buildings 20-35 years $ 231.4 $ 163.0 Machinery and equipment 3-12 years 199.7 169.4 Computer equipment, furniture and fixtures 3-7 years 37.0 35.4 Construction in process 26.6 50.9 Total property, plant and equipment, gross 494.7 418.7 Less: accumulated depreciation (197.1 ) (167.7 ) Total property, plant and equipment, net $ 297.6 $ 251.0 Depreciation expense was $26.9 , $25.6 and $28.1 for the years ended December 31, 2017, 2016 and 2015 , respectively. Construction in progress included approximately $46.0 related to the plant expansion in Changzhou, China at December 31, 2016, the majority of which was placed in service during 2017. See Note 3 , Asset Impairments , for information regarding property, plant and equipment impaired in 2016 and 2015. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Line Items] | |
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 January 1, 2016 $ 27.9 $ 165.9 $ 24.6 $ 218.4 Foreign currency translation adjustments and other — (0.4 ) — (0.4 ) Balance at December 31, 2016 27.9 165.5 24.6 218.0 Foreign currency translation adjustments and other 0.1 2.5 (0.1 ) 2.5 Goodwill acquired during the year 247.1 1.2 — 248.3 Balance at December 31, 2017 $ 275.1 $ 169.2 $ 24.5 $ 468.8 Accumulated goodwill impairment loss at December 31, 2017 and 2016 $ 64.6 $ — $ 131.2 $ 195.8 Intangible Assets The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : December 31, 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 $ 246.3 $ (88.2 ) $ 119.3 $ (81.6 ) Unpatented technology 12 years 26.8 (4.5 ) 8.2 (3.1 ) Land use rights 50 years 13.4 (1.2 ) 12.7 (0.9 ) Trademarks and trade names 14 years 5.5 (2.9 ) 4.9 (2.2 ) Patents and other 6 years 3.0 (0.8 ) 1.2 (0.7 ) Total finite-lived intangible assets 14 years $ 295.0 $ (97.6 ) $ 146.3 $ (88.5 ) Indefinite-lived intangible assets: Trademarks and trade names $ 105.1 $ 35.6 _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. Amortization expense for intangible assets subject to amortization was $15.0 , $11.9 and $17.3 for the years ended December 31, 2017, 2016 and 2015 , respectively. We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2018 $ 25.8 2019 25.4 2020 23.4 2021 17.3 2022 17.1 See Note 10, Business Combinations, for further information related to intangible assets acquired during 2017, and see Note 3 , Asset Impairments , for information related to the intangible impairment charges recorded in 2016. Government Grants We received $0.4 and $1.1 in government grants during 2017 and 2016, respectively, related to property, plant and equipment and land use rights related to the expansion in China. The grants are recorded in other current liabilities and other long-term liabilities in the consolidated balance sheets and recognized into income over the useful life of the associated assets ( 10 to 50 years). At December 31, 2017, $0.5 and $8.7 was recorded in other current liabilities and other long-term liabilities, respectively, related to the government grants. At December 31, 2016, $0.4 and $8.2 was recorded in other current liabilities and other long-term-liabilities, respectively, related to the government grants. |
Debt And Credit Arrangements
Debt And Credit Arrangements | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt And Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings: December 31, 2017 2016 Convertible notes due November 2024: Principal amount $ 258.8 $ — Unamortized discount (57.6 ) — Unamortized debt issuance costs (5.1 ) — Convertible notes due November 2024, net of unamortized discount and debt issuance costs 196.1 — Convertible notes due August 2018: Principal amount 57.1 250.0 Unamortized discount (1.9 ) (21.9 ) Unamortized debt issuance costs (0.1 ) (1.1 ) Convertible notes due August 2018, net of unamortized discount and debt issuance costs 55.1 227.0 Senior secured revolving credit facility due November 2022 239.0 — Foreign facilities 7.9 13.2 Total debt, net of unamortized discount and debt issuance costs 498.1 240.2 Less: current maturities (1) (58.9 ) (6.5 ) Long-term debt $ 439.2 $ 233.7 _______________ (1) Current maturities at December 31, 2017 includes $55.1 of Convertible notes due August 2018, net of unamortized discount and debt issuance costs. 2024 Convertible Notes On November 6, 2017, we issued 1.00% Convertible Senior Subordinated Notes due November 2024 (the “2024 Notes”) in the aggregate principal amount of $258.8 , pursuant to an Indenture, dated as of such date (the “Indenture”). The 2024 Notes bear interest at an annual rate of 1.00% , payable on May 15 and November 15 of each year, beginning on May 15, 2018, and will mature on November 15, 2024 unless earlier converted or repurchased. The 2024 Notes are senior subordinated unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2024 Notes are senior in right of payment to our future subordinated debt, equal in right of payment with the Company’s future senior subordinated debt, and are subordinated in right of payment to our existing and future senior indebtedness, including indebtedness under our existing credit agreement. A conversion of the 2024 Notes may be settled in cash, shares of our common stock or a combination of cash and shares of our common stock, at our election (subject to, and in accordance with, the settlement provisions of the Indenture). The initial conversion rate for the 2024 Notes is 17.0285 shares of common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2024 Notes, which is equal to an initial conversion price of approximately $58.73 per share, representing a conversion premium of approximately 35% above the closing price of our common stock of $43.50 per share on October 31, 2017. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, we will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event in certain circumstances. For purposes of calculating earnings per share, if the average market price of our common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the 2024 Notes will have a dilutive effect with respect to our common stock. At December 31, 2017 , the “if-converted value” did not exceed the principal amount of the 2024 Notes since the closing sales price of our common stock was less than the conversion price of the 2024 Notes. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2024 Notes on each applicable trading day; (2) during the five consecutive business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per one thousand U.S. dollar principal amount of Notes for each trading day of such measurement period was less than 97% of the product of the last reported sale price of our common stock and the applicable conversion rate for the 2024 Notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after August 15, 2024 until the close of business on the second scheduled trading day immediately preceding November 15, 2024, holders may convert their 2024 Notes at the option of the holder regardless of the foregoing circumstances. Upon conversion, we may settle the conversion by paying or delivering either shares of our common stock, solely cash, or a combination of cash and shares of our common stock, at our election. It is our intention to settle the principal amount of the 2024 Notes in cash and excess conversion value in shares of our common stock. We reassess the convertibility of the 2024 Notes and the related balance sheet classification on a quarterly basis. As of December 31, 2017 , events for early conversion were not met, and thus the 2024 Notes were not convertible as of and for the fiscal quarter beginning January 1, 2018 . There have been no conversions as of the date of this filing. We allocated the gross proceeds of the 2024 Notes between the liability and equity components of the 2024 Notes. The initial liability component of $200.1 , which was recorded as long-term debt, represents the fair value of similar debt instruments that have no conversion rights. The initial equity component of $58.7 , which was recorded as additional paid-in capital, represents the debt discount and was calculated as the difference between the fair value of the liability component and gross proceeds of the 2024 Notes. The liability component was recognized at the present value of its associated cash flows using a 4.8% straight-debt rate (as defined in Note 2) and is being accreted to interest expense over the term of the 2024 Notes. We recorded $5.2 in deferred debt issuance costs associated with the 2024 Notes, which are being amortized over the term of the 2024 Notes using the effective interest method. We also recorded $1.5 in equity issuance costs, which was recorded as a reduction to additional paid-in capital in the December 31, 2017 consolidated balance sheet. The following table summarizes interest accretion of the 2024 Notes discount, 1.0% contractual interest coupon and financing costs amortization associated with the 2024 Notes: Year Ended December 31, 2017 2024 Notes, interest accretion of convertible notes discount $ 1.1 2024 Notes, 1.0% contractual interest coupon 0.4 2024 Notes, total interest expense $ 1.5 2024 Notes, financing costs amortization $ 0.1 Convertible Note Hedge and Warrant Transactions Associated with the 2024 Notes In connection with the pricing of the 2024 Notes, we entered into convertible note hedge transactions (the “Note Hedge Transactions”) with certain parties, including the initial purchasers of the 2024 Notes (the “Option Counterparties”). The Note Hedge Transactions are expected generally to reduce the potential dilution upon any future conversion of the 2024 Notes. Payments for the Note Hedge Transactions totaled approximately $59.5 and were recorded as a reduction to additional paid-in capital in the December 31, 2017 consolidated balance sheet. We also entered into separate, privately negotiated warrant transactions (the “Warrant Transactions”) with the Option Counterparties to acquire up to 4.4 shares of our common stock. Proceeds received from the issuance of the Warrant Transactions totaled approximately $46.0 and were recorded as an addition to additional paid-in capital in the December 31, 2017 consolidated balance sheet. The strike price of the Warrant Transactions will initially be $71.775 per share (subject to adjustment), which is approximately 65% above the last reported sale price of our common stock on October 31, 2017. The Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The Note Hedge Transactions and Warrant Transactions effectively increased the conversion price of the 2024 Notes. The net cost of the Note Hedge Transactions and Warrant Transactions was approximately $13.5 . 2018 Convertible Notes On August 3, 2011, we issued 2.00% Convertible Senior Subordinated Notes due August 2018 (the “2018 Notes”) in the aggregate principal amount of $250.0 , pursuant to an Indenture, dated as of such date (the “Senior Debt Indenture”). The 2018 notes bear interest at the annual rate of 2.0% per year, payable on February 1 and August 1 of each year, and will mature on August 1, 2018 unless earlier converted or repurchased. The effective interest rate at issuance was 7.9% . 2018 Convertible Notes Repurchase and Loss on Extinguishment of Debt On November 6, 2017, we used $195.9 of the proceeds from the offering of the 2024 Notes to repurchase $192.9 principal amount of the 2018 Notes, which included $1.0 of accrued interest and $194.9 for the notes. As of December 31, 2017, $57.1 principal amount remains outstanding under the 2018 Notes. Pursuant to extinguishment guidance, settlement consideration is first allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, and any difference between the net carrying amount and that allocated amount and unamortized deferred debt issuance costs should be recognized as a gain or loss on debt extinguishment. Any remaining consideration is allocated to the reacquisition of the equity component and recognized as a reduction of shareholders’ equity. The fair value of the liability component immediately prior to the extinguishment of debt was measured first, with the difference between the fair value of the aggregate consideration remitted to the holder and the fair value of the liability component attributed to the reacquisition of the equity component. The fair value of the liability component was estimated by calculating the present value of its cash flows using a discount rate of 4.8% , the then-current market rate for similar debt instruments that have no conversion rights. Of the $194.9 of consideration transferred at settlement, $189.0 was attributed to the extinguishment of the liability component, and $5.8 was attributed to the reacquisition of the equity component, which was recorded as a reduction to additional paid-in capital. The carrying amount of the liability was $184.7 on the day immediately before the settlement, resulting in a $4.3 loss on extinguishment associated with the bond cost portion of the 2018 Notes. Additionally, $1.0 of interest, which had previously been accrued was paid at settlement. 2018 Notes Details The 2018 Notes are senior subordinated unsecured obligations of the Company and are not guaranteed by any of our subsidiaries. The 2018 Notes are senior in right of payment to our future subordinated debt, equal in right of payment with our future senior subordinated debt and are subordinated in right of payment to our existing and future senior indebtedness, including indebtedness under our existing credit agreement. A conversion of the 2018 Notes may be settled in cash, shares of our common stock or a combination of cash and shares of our common stock in excess of the aggregate principal amount of the 2018 Notes being converted, at our election (subject to, and in accordance with, the settlement provisions of the Senior Debt Indenture). The initial conversion rate for the 2018 Notes is 14.4865 shares of common stock (subject to adjustment as provided for in the Senior Debt Indenture) per one thousand U.S. dollar principal amount of the 2018 Notes, which is equal to an initial conversion price of approximately $69.03 per share. In addition, following certain corporate events that occur prior to the maturity date as described in the Senior Debt Indenture, we will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2018 Notes in connection with such a corporate event in certain circumstances. For purposes of calculating earnings per share, if the average market price of our common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the 2018 Notes will have a dilutive effect with respect to our common stock. At December 31, 2017 , the “if-converted value” did not exceed the principal amount of the 2018 Notes since the closing sales price of our common stock was less than the conversion price of the 2018 Notes. Holders of the 2018 Notes may convert their 2018 Notes at their option at any time prior to the close of business on the business day immediately preceding May 1, 2018 only under the following circumstances: (1) during any fiscal quarter commencing after September 11, 2011 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2018 Notes on each applicable trading day; (2) during the five consecutive business day period after any five consecutive trading day period (the “2018 Notes measurement period”) in which the “trading price” (as defined in the Senior Debt Indenture) per one thousand U.S. dollar principal amount of 2018 Notes for each trading day of such measurement period was less than 97% of the product of the last reported sale price of our common stock and the applicable conversion rate for the Notes on each such trading day; or (3) upon the occurrence of specified corporate events described in the Indenture. On or after May 1, 2018 until the close of business on the second scheduled trading day immediately preceding August 1, 2018, holders may convert their 2018 Notes at the option of the holder regardless of the foregoing circumstances. Upon conversion, we will pay cash up to the aggregate principal amount of the 2018 Notes to be converted and pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the 2018 Notes being converted. It is our intention to settle any excess conversion value in shares of our common stock. We reassess the convertibility of the 2018 Notes and the related balance sheet classification on a quarterly basis. As of December 31, 2017 and 2016 events for early conversion were not met, and thus the 2018 Notes were not convertible as of and for the fiscal quarters beginning January 1, 2018 and 2017. There have been no conversions as of the date of this filing. Upon issuance in 2011, we allocated the gross proceeds of the 2018 Notes between the liability and equity components of the 2018 Notes. The initial liability component of $170.9 , which was recorded as long-term debt, represented the fair value of similar debt instruments that had no conversion rights. The initial equity component of $79.1 , which was recorded as additional paid-in capital, represented the debt discount and was calculated as the difference between the fair value of the liability component and gross proceeds of the 2018 Notes. The liability component was recognized at the present value of its associated cash flows using a 7.9% straight-debt rate (as defined in Note 2) and is being accreted to interest expense over the term of the 2024 Notes. The following table summarizes interest accretion of the 2018 Notes discount, 2.0% contractual interest coupon, loss on extinguishment of debt and financing costs amortization associated with the 2018 Notes: Year Ended December 31, 2017 2016 2015 2018 Notes, interest accretion of convertible notes discount $ 11.8 $ 12.5 $ 11.5 2018 Notes, 2.0% contractual interest coupon 4.3 5.0 5.0 2018 Notes, total interest expense $ 16.1 $ 17.5 $ 16.5 2018 Notes, loss on extinguishment of debt, bond cost portion 4.3 — — 2018 Notes, write off of unamortized debt issuance costs 0.4 — — 2018 Notes, total loss on extinguishment of debt (1) $ 4.7 $ — $ — 2018 Notes, financing costs amortization $ 0.6 $ 0.7 $ 0.7 ______________ (1) During the year ended December 31, 2017, we wrote off $0.2 of unamortized debt issuance costs related to our senior secured revolving credit facility. When combined with the total loss on extinguishment associated with the 2018 Notes, consolidated loss on extinguishment is $4.9 . Convertible Note Hedge, Capped Call and Warrant Transactions Associated with the 2018 Notes In connection with the issuance of the 2018 Notes, we entered into privately-negotiated convertible note hedge, capped call and separate warrant transactions (the “Existing Call Spread”). These transactions were accounted for as equity instruments at issuance. The cap price of the capped call transactions and the strike price of the warrant transactions was initially $84.96 per share. In connection with the partial extinguishment of the 2018 Notes, we entered into transactions with financial institutions to terminate a portion of the Existing Call Spread (the “Partial Unwind Transactions”). On the payment date, the number of warrants as a result of the Partial Unwind Transactions was reduced to 0.8 shares of common stock, which represents the number of shares of our common stock underlying the 2018 Notes after the partial extinguishment of debt. Senior Secured Revolving Credit Facility On November 3, 2017, we amended and extended our prior five -year $450.0 senior secured revolving credit facility with a five -year $450.0 senior secured revolving credit facility (the “SSRCF”), which matures on November 3, 2022. The SSRCF includes a $25.0 sub-limit for the issuance of swingline loans and a $100.0 base sub-limit along with a $100.0 discretionary sub-limit to be used for letters of credit. There is a foreign currency limit of $100.0 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 $100.0 made by our 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 us to add up to an aggregate $225.0 in term loans or revolving credit commitments from its lenders. Revolving loans under the SSRCF bear interest, at the applicable Borrower’s election, at a rate per annum equal to either (i) the greatest of (a) the Prime Rate (as defined in the SSRCF) in effect on such day, (b) the NYFRB Rate (as defined in the SSRCF) in effect on such day plus 1/2 of 1.0% and (c) the Adjusted LIBOR (as defined in the SSRCF) for a one-month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.0% (the “Adjusted Base Rate”), plus a margin that varies with our leverage ratio, or (ii) the Adjusted LIBOR (as defined in the SSRCF) for the relevant interest period in effect for such day, plus a margin that varies with our leverage ratio. In addition, we are required to pay a commitment fee of between 0.20% and 0.375% 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 (as defined in the SSRCF, ranging from 1.5% to 2.5% , 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 2018 Notes outstanding six months prior to the maturity date of the 2018 Notes and when holders of the 2018 Notes have the option to require us to repurchase the 2018 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 $100.0 or greater. The SSRCF contains a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. At December 31, 2017 , we were in compliance with all covenants. We recorded $1.6 in deferred debt issuance costs associated with the SSRCF which are being amortized over the five-year term of the SSRCF. At December 31, 2017 , unamortized debt issuance costs associated with the SSRCF were $2.4 . For each of the years ended December 31, 2017, 2016, and 2015, deferred financing fees amortization was $0.6 . At December 31, 2017 , there were $239.0 in borrowings outstanding under the SSRCF (“SSRCF Borrowings”), bearing interest at 4.00% . We borrowed $300.0 against this facility to fund the acquisition of Hudson. For the year ended December 31, 2017, interest expense related to the SSRCF Borrowings was $2.7 . We had $42.9 in letters of credit issued and bank guarantees supported by the SSRCF, which had availability of $168.1 at December 31, 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 our 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 $7.7 ) 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 December 31, 2017 , there were no borrowings outstanding under the revolving facility, but CCESC and CCDEC, together, had a combined total of 1.6 million Chinese yuan (equivalent to $0.3 ), in bank guarantees. CCDEC maintains an unsecured credit facility whereby CCDEC may borrow up to 30.0 million Chinese yuan (equivalent to $4.6 ) for working capital purposes. At December 31, 2017 , there was 15.0 million Chinese yuan (equivalent to $2.3 ) outstanding under this facility, bearing interest at 4.35% . CCESC has a term loan that is secured by certain CCESC land use rights and allows for up to 86.6 million Chinese yuan (equivalent to $13.3 ) 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 December 31, 2017 , there was 36.6 million Chinese yuan (equivalent to $5.6 ) 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 $5.9 ) and two secured credit facilities with capacity of up to 5.6 million euros (equivalent to $6.7 ). All three facilities (the “Ferox Credit 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. At December 31, 2017 there were bank guarantees of 147.8 million Czech koruna (equivalent to $7.0 ) supported by the Ferox Credit Facilities. Chart Luxembourg maintains an overdraft facility with $5.0 in borrowing capacity. There were no borrowings under the Chart Luxembourg facility as of December 31, 2017 . Scheduled Annual Maturities The scheduled annual maturities of debt at December 31, 2017 , are as follows: Year Amount 2018 (1) $ 60.9 2019 4.1 2022 239.0 Thereafter 258.8 Total $ 562.8 _______________ (1) Includes the $57.1 fully accreted amount of our 2018 Notes and $3.8 current maturities related to foreign facilities. Cash paid for interest during the years ended December 31, 2017, 2016 and 2015 was $9.3 , $5.6 , and $5.1 , respectively. Letters of Credit Chart Energy & Chemicals, Inc. (“Chart E&C”), a wholly-owned subsidiary of the Company, has $6.4 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 consolidated balance sheets ( $5.4 in other current assets and $1.0 in other assets at December 31, 2017 ). Fair Value Disclosures The fair value of the 2024 Notes was approximately 105% of their par value as of December 31, 2017 . The fair value of the 2018 Notes was approximately 99% of their par value as of December 31, 2017 and approximately 96% of their par value as of December 31, 2016 . The 2024 Notes and 2018 Notes are actively quoted instruments and, accordingly, the fair values of the 2024 Notes and 2018 Notes were determined using Level 1 inputs as defined in Note 11 . |
Financial Instruments and Deriv
Financial Instruments and Derivative Financial Instruments (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative [Line Items] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Financial Instruments and Derivative Financial Instruments Concentrations of Credit Risks: We sell our products to gas producers, distributors and end-users across the industrial gas, hydrocarbon, chemical processing, respiratory therapy, and cryobiological storage industries in countries all over the world. Approximately 47% , 50% , and 51% of sales were to customers in foreign countries in 2017, 2016 and 2015 , respectively. No single customer exceeded 10% of consolidated sales in 2017 and 2015. One customer exceeded 10% of consolidated sales in 2016. Total sales from this customer represented approximately $ 98.9 of 2016 consolidated sales and is attributable to the E&C, D&S, and BioMedical segments. Sales to our top ten customers accounted for 35% , 38% and 36% of consolidated sales in 2017, 2016 and 2015 , respectively. Our sales to particular customers fluctuate from period to period, but the large industrial gas producer and distributor customers of ours tend to be a consistently large source of revenue for us. We are subject to concentrations of credit risk with respect to our cash and cash equivalents, restricted cash and restricted cash equivalents and forward foreign currency exchange contracts. To minimize credit risk from these financial instruments, we enter into arrangements with major banks and other quality financial institutions and invest only in high-quality instruments. We do not expect any counterparties to fail to meet their obligations. The changes in fair value with respect to our foreign currency forward contracts generated a net gain of $0.5 for the year ended December 31, 2017 , a net loss of $0.8 for the year ended December 31, 2016 and a net gain of $2.7 for the year ended December 31, 2015 . |
Product Warranties (Notes)
Product Warranties (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Product Warranty Disclosure [Text Block] | Product Warranties We provide product warranties with varying terms and durations for the majority of our products. We estimate our warranty reserve by considering historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside our typical experience. We record warranty expense in cost of sales in the consolidated statement of operations. Product warranty claims not expected to occur within one year are included as part of other long-term liabilities in the consolidated balance sheets. The following table represents changes in our consolidated warranty reserve: Year Ended December 31, 2017 2016 2015 Beginning Balance $ 18.3 $ 21.0 $ 24.2 Issued - Warranty Expense 7.1 8.8 13.7 Acquired - Warranty Reserve 0.9 — — Change in Estimate - Warranty Expense 2.1 1.2 3.0 Warranty Usage (11.7 ) (12.7 ) (19.9 ) Ending Balance $ 16.7 $ 18.3 $ 21.0 During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired from AirSep Corporation (“AirSep”) in 2012 under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced our BioMedical segment’s cost of sales by $15.2 . |
Business Combinations (Notes)
Business Combinations (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 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 acquisition purchase price was $419.5 , net of cash acquired, including a net working capital adjustment amount of $6.0 , and $3.5 in acquisition-related tax benefits acquired, as defined in the Merger Agreement. Approximately $300.0 of the purchase price was funded through borrowings under our 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 our E&C segment since the date of the acquisition. As defined in our significant accounting policy for business combinations in Note 2, we preliminarily allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. The preliminary fair value of the acquired tangible and identifiable intangible assets 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. We 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 2 to 15 years. Hudson complements our 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 our customers. Management anticipates the combination of strong engineering cultures will continue to further develop full service solutions for our 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, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. 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: December 31, 2017 Adjustments As Previously Reported September 30, 2017 Net assets acquired: Goodwill $ 238.3 $ 10.9 $ 227.4 Identifiable intangible assets 211.0 9.0 202.0 Accounts receivable 34.6 — 34.6 Property, plant and equipment 29.4 (1.2 ) 30.6 Inventories 26.5 1.6 24.9 Other current assets (1) 8.1 (1.2 ) 9.3 Unbilled contract revenue 4.9 0.3 4.6 Other assets 2.9 — 2.9 Prepaid expenses 0.9 — 0.9 Deferred tax liabilities (87.6 ) (19.0 ) (68.6 ) Accounts payable (21.2 ) — (21.2 ) Customer advances and billings in excess of contract revenue (17.4 ) (0.5 ) (16.9 ) Accrued salaries, wages and benefits (4.4 ) — (4.4 ) Other current liabilities (3.8 ) 0.2 (4.0 ) Other long-term liabilities (1.9 ) — (1.9 ) Current portion of warranty reserve (0.8 ) — (0.8 ) Net assets acquired $ 419.5 $ 0.1 $ 419.4 _______________ (1) Pursuant to the provisions of the Merger Agreement, Hudson deposited $2.3 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 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 13 years $ 122.1 Unpatented technology 10 years 18.3 Customer backlog (1) 2 years 1.3 Total finite-lived intangible assets acquired 12 years 141.7 Indefinite-lived intangible assets: Trademarks and trade names 69.3 Total identifiable intangible assets acquired $ 211.0 _______________ (1) Customer backlog acquired is included in “Patents and other” in Note 6. Goodwill and Intangible Assets. For the year ended December 31, 2017, net sales attributed to the acquired Hudson operations were $58.0 . For the same period, Hudson contributed $6.4 to operating income which included $3.3 of intangible asset amortization expense. During the year ended December 31, 2017, we incurred $9.0 in acquisition related costs related to the Hudson acquisition which were recorded in Corporate selling, general and administrative expenses in the consolidated statements of operations. Unaudited Supplemental Pro Forma Information The following unaudited supplemental pro forma financial information is based on our historical consolidated financial statements and Hudson’s historical 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 unaudited 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 incurred by Hudson directly attributable to the Hudson acquisition of $16.5 was adjusted out of the pro forma net income attributable to the Company for the year ended December 31, 2017, and • nonrecurring acquisition-related expenses incurred by Chart directly related to the Hudson acquisition of $9.0 was adjusted out of the pro forma net income attributable to the Company for the year ended December 31, 2017. 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 the Company, and net income attributable to the Company per common share data assuming Hudson was acquired at the beginning of the 2016 fiscal year, and assuming a 35% effective tax rate in both years: Year Ended December 31, 2017 2016 Pro forma sales $ 1,130.0 $ 1,029.0 Pro forma net income attributable to Chart Industries, Inc. 16.8 17.1 Pro forma net income attributable to Chart Industries, Inc. per common share, basic 0.55 0.56 Pro forma net income attributable to Chart Industries, Inc. per common share, diluted 0.54 0.55 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 a total purchase price of 3.6 million euros (equivalent to $4.2 ) less a hold back amount of 0.4 million euros (equivalent to $0.4 ) to be paid to the sellers over a two-year period. 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 our D&S segment from the date of acquisition. Additional information related to the VCT acquisition has not been presented because the impact on our consolidated results of operations and financial position is not material. Hetsco, Inc. Acquisition On January 13, 2017, we acquired 100% of the equity interests in Hetsco, Inc. from Global Power Equipment Group, Inc. for an estimated purchase price of $23.2 , 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, we received revised third-party valuations, performed other analyses and recorded $0.4 in accounts receivable for post-closing adjustments, which resulted in an adjusted net purchase price of $22.8 . No further post-closing adjustments are expected. The post-closing adjustments and revised fair values resulted in the following adjustments to the net assets acquired: December 31, 2017 Adjustments As Previously Reported March 31, 2017 Goodwill $ 8.8 $ (1.3 ) $ 10.1 Identifiable intangible assets – customer relationships 8.1 0.8 7.3 Other identifiable intangible assets 1.2 — 1.2 Other net assets 4.7 0.1 4.6 Net assets acquired $ 22.8 $ (0.4 ) $ 23.2 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 our 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 our 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 $1.8 at the date of acquisition and was valued according to a discounted cash flow approach, which included assumptions regarding the probability of achieving certain earnings targets and a discount rate applied to the potential payments. Potential payments may be paid between January 1, 2018 and July 1, 2019 based on the attainment of certain earnings targets. The potential payments related to Thermax contingent consideration are between $0.0 and $11.3 . 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 consolidated balance sheets. Changes in fair value of contingent consideration, including accretion, are recorded as selling, general, and administrative expenses in the consolidated statements of operations. The following table represents the changes in contingent consideration liabilities by segment: Distribution & Storage BioMedical Total Balance at January 1, 2015 $ — $ 1.1 $ 1.1 Fair value of contingent consideration at inception 1.8 — 1.8 Decrease in fair value of contingent consideration liabilities — (0.5 ) (0.5 ) Payment of contingent consideration — (0.6 ) (0.6 ) Balance at December 31, 2015 1.8 — 1.8 Increase in fair value of contingent consideration liabilities 0.1 — 0.1 Balance at December 31, 2016 1.9 — 1.9 Decrease in fair value of contingent consideration liabilities (1.6 ) — (1.6 ) Balance at December 31, 2017 $ 0.3 $ — $ 0.3 For the year ended December 31, 2017, the fair value of contingent consideration decreased by $1.6 , 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. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Disclosures [Text Block] | NOTE 11 — Fair Value Measurements We measure our financial assets and liabilities at fair value on a recurring basis using a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies. The three levels of inputs used to measure fair value are as follows: Level 1 — Valuations based on quoted prices for identical assets and liabilities in active markets. Level 2 — Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Valuations based on unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. Recurring Fair Value Measurements Financial assets and liabilities measured at fair value on a recurring basis and presented in our consolidated balance sheets are as follows: December 31, 2017 Total Level 2 Level 3 Foreign currency forward contracts $ 0.1 $ 0.1 $ — Total financial assets $ 0.1 $ 0.1 $ — Contingent consideration liabilities $ 0.3 $ — $ 0.3 Total financial liabilities $ 0.3 $ — $ 0.3 December 31, 2016 Total Level 2 Level 3 Foreign currency forward contracts $ 0.1 $ 0.1 $ — Contingent consideration liabilities 1.9 — 1.9 Total financial liabilities $ 2.0 $ 0.1 $ 1.9 Refer to Note 8 for further information regarding foreign currency forward contracts and Note 10 for further information regarding contingent consideration liabilities. Non-Recurring Fair Value Measurements During 2016, we recorded asset impairment charges of $1.2 . Refer to Note 3 , Asset Impairments , for further information regarding these charges and the associated significant unobservable inputs. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Comprehensive Income (Loss) Note [Text Block] | Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: December 31, 2017 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Beginning Balance $ (24.7 ) $ (10.5 ) $ (35.2 ) Other comprehensive income before reclassifications, net of a tax expense of $2.9 25.6 (0.5 ) 25.0 Amounts reclassified from accumulated other comprehensive loss, net of taxes of $0.4 (1) (2) 1.3 0.8 2.1 Net current-period other comprehensive income, net of taxes 26.9 0.3 27.1 Ending Balance $ 2.2 $ (10.2 ) $ (8.1 ) December 31, 2016 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Beginning Balance $ (12.5 ) $ (12.4 ) $ (24.9 ) Other comprehensive (loss) income before reclassifications, net of taxes of $0.6 (12.2 ) 0.9 (11.3 ) Amounts reclassified from accumulated other comprehensive loss, net of taxes of $0.5 (1) — 1.0 1.0 Net current-period other comprehensive (loss) income, net of taxes (12.2 ) 1.9 (10.3 ) Ending Balance $ (24.7 ) $ (10.5 ) $ (35.2 ) _______________ (1) Amounts reclassified from accumulated other comprehensive loss were expensed and included in cost of sales ( $0.5 and $0.6 for the years ended December 31, 2017 and 2016 , respectively) and selling, general and administrative expenses ( $0.7 and $0.9 for the years ended December 31, 2017 and 2016 , respectively) in the consolidated statements of operations. (2) For the year ended December 31, 2017, $1.3 was reclassified from accumulated other comprehensive loss to foreign currency loss in the consolidated statements of operations and comprehensive income related to certain intercompany transactions. |
Earnings Per Share (Notes)
Earnings Per Share (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | Earnings (Loss) Per Share The following table presents calculations of net income (loss) per share of common stock: Year Ended December 31, 2017 2016 2015 Net income (loss) attributable to Chart Industries, Inc. $ 28.0 $ 28.2 $ (203.0 ) Net income (loss) attributable to Chart Industries, Inc. per common share: Basic $ 0.91 $ 0.92 $ (6.66 ) Diluted $ 0.89 $ 0.91 $ (6.66 ) Weighted average number of common shares outstanding — basic 30.74 30.58 30.49 Incremental shares issuable upon assumed conversion and exercise of share-based awards 0.60 0.41 — Weighted average number of common shares outstanding — diluted 31.34 30.99 30.49 Diluted earnings per share does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended December 31, 2017 2016 2015 Share-based awards 0.40 0.56 0.94 Warrants 5.18 3.37 3.37 Total anti-dilutive securities 5.58 3.93 4.31 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On December 22, 2017, the Tax Cuts and Jobs Act (“Tax Act”) was signed into law. The Tax Act, among other things, reduced the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries, requires a current inclusion in U.S. federal taxable income of certain earnings of foreign corporations, and creates a new limitation on deductible interest expense. Consequently, we recorded a $22.5 net favorable tax benefit during the fourth quarter of 2017 related to the Tax Act. This benefit mainly consisted of a one-time, provisional benefit of $26.9 related to the remeasurement of certain of our deferred tax liabilities using the lower U.S. federal corporate tax rate of 21% . This was partially offset by (i) a one-time, provisional charge of $8.7 related to the deemed repatriation transition tax, which is a tax on previously untaxed accumulated earnings and profits of certain of our foreign subsidiaries, and (ii) a one-time tax expense and tax benefit of $4.5 and $8.7 , respectively, related to our intent to amend pre-acquisition Hudson U.S. federal tax returns. As we complete our analysis of the Tax Act, further collect and analyze data, interpret any additional guidance issued by the U.S. Treasury Department, the IRS, and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. At December 31, 2017, we have not completed our accounting for the income tax effects of certain elements of the Tax Act. If we were able to make reasonable estimates of the effects of elements for which our analysis is not yet complete, we recorded provisional adjustments. If we were not yet able to make reasonable estimates of the impact of certain elements, we have not recorded any adjustments related to those elements and have continued accounting for them in accordance with ASC 740 on the basis of the tax laws in effect before the Tax Act. Our accounting for the following elements of the Tax Act is incomplete. However, we were able to make reasonable estimates of certain effects and, therefore, recorded provisional adjustments as follows: Reduction of U.S. federal corporate tax rate: The Tax Act reduces the U.S. federal corporate tax rate to 21% effective January 1, 2018. For certain of our deferred tax liabilities, we have recorded a provisional decrease of $26.9 , with a corresponding adjustment to deferred income tax benefit $26.9 for the year ended December 31, 2017. While we are able to make a reasonable estimate of the impact of the reduction in the U.S. federal corporate tax rate, it may be affected by other analyses related to the Tax Act, including, but not limited to, our calculation of deemed repatriation of deferred foreign income and the state tax effect of adjustments made to federal temporary differences. Deemed Repatriation Transition Tax: The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on total post-1986 earnings and profits (E&P) of certain of our foreign subsidiaries. We were able to make a reasonable estimate of the Transition Tax and recorded (i) a one-time, provisional charge of $8.7 related to the deemed repatriation transition tax, and (ii) a one-time tax expense and tax benefit of $4.5 and $8.7 , respectively, related to our intent to amend pre-acquisition Hudson U.S. federal tax returns. We have not yet completed our calculation of the total post-1986 E&P for these foreign subsidiaries. Furthermore, the Transition Tax is based in part on the amount of those earnings held in cash and other specified assets. This amount may change when we finalize the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalize the amounts held in cash or other specified assets. No additional income taxes have been provided for any remaining undistributed foreign earnings not subject to the Transition Tax, or any additional outside basis difference inherent in these entities since these amounts continue to be indefinitely reinvested in foreign operations. Determining the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the Transition Tax and additional outside basis difference in these entities (i.e., basis difference in excess of that subject to the one-time Transition Tax) is not practicable. Valuation allowances: We must assess whether our valuation allowance analyses are affected by various aspects of the Tax Act (e.g. deemed repatriation of deferred foreign income, Global intangible low-taxed income (GILTI) inclusions, new categories of foreign tax credits). The GILTI provisions require us in our U.S. income tax return, to include foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. We are evaluating if it will be subject to incremental U.S. tax on GILTI income beginning in 2018, due to expense allocations required by the U.S. foreign tax credit rules. We have provisionally elected to account for GILTI tax in the period in which it is incurred, and therefore, we have not provided any provisional deferred tax impacts of GILTI in our consolidated financial statements for the year ended December 31, 2017. Since, as discussed herein, we have recorded provisional amounts related to certain portions of the Tax Act, any corresponding determination of the need for or change in a valuation allowance is also provisional. Income (Loss) Before Income Taxes Income (loss) before income taxes consists of the following: Year Ended December 31, 2017 2016 2015 United States $ 2.7 $ 40.5 $ (187.2 ) Foreign 10.9 (2.1 ) (14.6 ) Income (loss) before income taxes $ 13.6 $ 38.4 $ (201.8 ) Provision Significant components of income tax (benefit) expense are as follows: Year Ended December 31, 2017 2016 2015 Current: Federal $ 6.1 $ 10.0 $ 22.9 State and local 0.5 1.0 1.1 Foreign 7.3 5.3 3.1 Total current 13.9 16.3 27.1 Deferred: Federal (28.8 ) (3.3 ) (25.7 ) State and local (0.4 ) (0.2 ) (0.6 ) Foreign (0.6 ) 0.9 1.9 Total deferred (29.8 ) (2.6 ) (24.4 ) Total income tax (benefit) expense $ (15.9 ) $ 13.7 $ 2.7 Effective Tax Rate Reconciliation The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax (benefit) expense is as follows: Year Ended December 31, 2017 2016 2015 Income tax expense (benefit) at U.S. statutory rate $ 4.8 $ 13.4 $ (70.6 ) State income taxes, net of federal tax benefit 0.6 0.7 0.4 Foreign income, net of credit on foreign taxes 8.8 0.2 — Effective tax rate differential of earnings outside of U.S. (0.5 ) 0.5 — Change in valuation allowance 7.8 6.6 5.6 Research & experimentation credits (0.6 ) (0.9 ) (0.9 ) Non-deductible items 0.6 0.7 2.7 Change in uncertain tax positions 0.1 (0.2 ) 0.1 Domestic production activities deduction (0.4 ) (1.2 ) (2.1 ) Tax effect of asset impairments — — 67.3 Tax effect of insurance proceeds — (5.8 ) — Tax effect of 2017 tax reform federal rate change (26.9 ) — — Tax effect of carryforward foreign tax credits (10.3 ) — — Other items 0.1 (0.3 ) 0.2 Income tax (benefit) expense $ (15.9 ) $ 13.7 $ 2.7 Deferred Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred tax assets and liabilities are as follows: December 31, 2017 2016 Deferred tax assets: Accruals and reserves $ 11.8 $ 24.1 Pensions 2.0 5.3 Inventory 4.3 6.8 Share-based compensation 6.6 9.4 Tax credit carryforwards 16.4 2.2 Foreign net operating loss carryforwards 12.4 5.9 State net operating loss carryforwards 2.0 1.6 Other – net 0.2 0.9 Total deferred tax assets before valuation allowances 55.7 56.2 Valuation allowances (27.2 ) (15.1 ) Total deferred tax assets, net of valuation allowances $ 28.5 $ 41.1 Deferred tax liabilities: Property, plant and equipment $ 15.0 $ 19.4 Goodwill and intangible assets 72.9 22.9 Convertible notes (0.5 ) 1.0 Other – net 2.9 — Total deferred tax liabilities $ 90.3 $ 43.3 Net deferred tax liabilities $ 61.8 $ 2.2 The net deferred tax liability is classified as follows: Other assets (0.7 ) (2.0 ) Long-term deferred tax liabilities 62.5 4.2 Net deferred tax liabilities $ 61.8 $ 2.2 Federal, State and Local Net Operating Loss Carryforwards : As a result of our acquisition of SeQual in 2010, we have $15.9 of state net operating losses. California tax law limits the use of these state net operating losses. The remaining state net operating losses expire between 2018 and 2030. In addition, we have state net operating losses in various other states which begin to expire in 2018. The gross deferred tax asset for the state net operating losses of $2.5 is substantially offset by a valuation allowance of $2.2 . Foreign Net Operating Loss and Tax Credit Carryforwards : As of December 31, 2017 , cumulative foreign operating losses of $70.8 generated by the Company were available to reduce future taxable income. Approximately $67.6 of these operating losses expire between 2019 and 2028. The remaining $3.2 can be carried forward indefinitely. The deferred tax asset for the foreign operating losses of $12.4 is substantially offset by a valuation allowance of $12.1 . As of December 31, 2017 , we have $1.0 of investment tax credits available to reduce its future tax liability. The gross deferred tax asset of $1.0 is fully offset by a valuation allowance due to uncertainties relating to our ability to fully use these credits prior to expiration. Other Tax Information We previously considered the earnings in our non-U.S. subsidiaries to be indefinitely reinvested and, accordingly, recorded no deferred income taxes. As of December 31, 2016, we had undistributed foreign earnings of approximately $190.4 . While the Tax Act subjected approximately $200.0 of undistributed foreign earnings to tax, an actual repatriation from our non-U.S. subsidiaries could still be subject to additional foreign withholding taxes and U.S. state taxes. We have analyzed our global working capital and cash requirements and have determined that we may be repatriating approximately $50.0 , for which we were not able to make a reasonable estimate of foreign withholding taxes and U.S. state taxes at December 31, 2017 . We will record the tax effects of the $50.0 cash repatriation in the period that we are first able to make a reasonable estimate, no later than December 31, 2018. Cash paid for income taxes during the years ended December 31, 2017, 2016 and 2015 was $15.4 , $17.6 , and $30.5 , respectively. Unrecognized Income Tax Benefits The reconciliation of beginning to ending unrecognized tax benefits is as follows: Year Ended December 31, 2017 2016 2015 Unrecognized tax benefits at beginning of the year $ 0.8 $ 1.0 $ 0.9 Additions for tax positions of prior years 0.1 — 0.1 Reductions for tax positions of prior years (0.1 ) — — Lapse of statutes of limitation — (0.2 ) — Unrecognized tax benefits at end of the year $ 0.8 $ 0.8 $ 1.0 Included in the balance of unrecognized tax benefits at both December 31, 2017 and 2016 were $0.6 of income tax benefits which, if ultimately recognized, would impact our annual effective tax rate. We had accrued approximately $0.1 for the payment of interest and penalties at both December 31, 2017 and 2016 . We are subject to income taxes in the U.S. federal jurisdiction and various state and foreign jurisdictions. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. With few exceptions, we are no longer subject to U.S. federal, state and local or non-U.S. income tax examinations by tax authorities for years prior to 2013. Due to the expiration of various statutes of limitation, it is reasonably possible our unrecognized tax benefits at December 31, 2017 may decrease within the next twelve months, the amount by which was insignificant for disclosure. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Defined Benefit Plan We have a defined benefit pension plan which is frozen, that covers certain U.S. hourly and salary employees. The defined benefit plan provides benefits based primarily on the participants’ years of service and compensation. The components of net periodic pension expense are as follows : Year Ended December 31, 2017 2016 2015 Interest cost $ 2.2 $ 2.3 $ 2.3 Expected return on plan assets (2.8 ) (2.8 ) (3.2 ) Amortization of net loss 1.2 1.5 1.4 Total net periodic pension expense $ 0.6 $ 1.0 $ 0.5 The changes in the projected benefit obligation and plan assets, the funded status of the plans and the amounts recognized in the consolidated balance sheets are as follows: December 31, 2017 2016 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 55.5 $ 58.3 Interest cost 2.2 2.3 Benefits paid (2.3 ) (3.9 ) Actuarial gains (losses) 1.6 (1.2 ) Projected benefit obligation at year end $ 57.0 $ 55.5 Change in plan assets: Fair value of plan assets at beginning of year $ 41.1 $ 41.0 Actual return 6.7 3.0 Employer contributions 3.0 1.0 Benefits paid (2.3 ) (3.9 ) Fair value of plan assets at year end $ 48.5 $ 41.1 Funded status (Accrued pension liabilities) (1) $ (8.5 ) $ (14.4 ) Unrecognized actuarial loss recognized in accumulated other comprehensive loss $ 13.2 $ 16.7 _______________ (1) Accrued pension liabilities on the December 31, 2017 consolidated balance sheet includes $0.9 related to Hudson, which is not included in the table above. The estimated net periodic pension income for the defined benefit pension plan that will be amortized from accumulated other comprehensive loss over the next fiscal year is $0.9 . The actuarial assumptions used in determining pension plan information are as follows: December 31, 2017 2016 2015 Assumptions used to determine benefit obligation at year end: Discount rate 3.7 % 4.0 % 4.0 % Assumptions used to determine net periodic benefit cost: Discount rate 4.0 % 4.0 % 3.8 % Expected long-term weighted-average rate of return on plan assets 7.0 % 7.0 % 7.3 % The discount rate reflects the current rate at which the pension liabilities could be effectively settled at year end. In estimating this rate, we look to rates of return on high quality, fixed-income investments that receive one of the two highest ratings given by a recognized rating agency and the expected timing of benefit payments under the plan. The expected return assumptions were developed using an averaging formula based upon the plans’ investment guidelines, mix of asset classes, historical returns of equities and bonds, and expected future returns. We employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. Risk tolerance is established through careful consideration of short and long-term plan liabilities, plan funded status and corporate financial condition. The investment portfolio contains a diversified blend of equity and fixed-income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value, and small and large capitalizations. Investment risk is measured and monitored on an ongoing basis through quarterly investment portfolio reviews, annual liability measurements, and periodic asset/liability studies. The target allocations by asset category and fair values of the plan assets by asset class at December 31 are as follows: Target Allocations by Asset Category Fair Value Total Level 2 Level 3 Plan Assets: 2017 2016 2017 2016 2017 2016 Equity funds 60% – 68% $ 33.0 $ 28.1 $ 33.0 $ 28.1 $ — $ — Fixed income funds 26% – 30% 12.6 11.7 12.6 11.7 — — Other investments 3% – 6% 2.9 1.3 — — 2.9 1.3 Total $ 48.5 $ 41.1 $ 45.6 $ 39.8 $ 2.9 $ 1.3 The plan assets are primarily invested in pooled separate funds. The fair values of equity securities and fixed income securities held in pooled separate funds are based on net asset value of the units of the funds as determined by the fund manager. These funds are similar in nature to retail mutual funds, but are typically more efficient for institutional investors. The fair value of pooled funds is determined by the value of the underlying assets held by the fund and the units outstanding. The value of the pooled funds is not directly observable, but is based on observable inputs. As such, these plan assets are valued using Level 2 inputs as defined in Note 11 . Certain plan assets in the other investments asset category are invested in a general investment account where the fair value is derived from the liquidation value based on an actuarial formula as defined under terms of the investment contract. These plan assets were valued using unobservable inputs and, accordingly, the valuation was performed using Level 3 inputs as defined in Note 11 . The following table represents changes in the fair value of plan assets categorized as Level 3 from the preceding table: Balance at January 1, 2016 $ 0.3 Purchases, sales and settlements, net (4.2 ) Transfers, net 5.2 Balance at December 31, 2016 $ 1.3 Purchases, sales and settlements, net (2.4 ) Transfers, net 4.0 Balance at December 31, 2017 $ 2.9 Our funding policy is to contribute at least the minimum funding amounts required by law. Based upon current actuarial estimates, we do not expect to contribute to our defined benefit pension plan until 2019. The following benefit payments are expected to be paid by the plan in each of the next five years and in the aggregate for the subsequent five years: 2018 $ 2.6 2019 2.8 2020 2.9 2021 3.0 2022 3.1 In aggregate during five years thereafter 16.6 Hudson Defined Benefit Plan As part of the Hudson acquisition (see Note 10, Business Combinations) we acquired a noncontributory defined benefit plan (the “Hudson Plan”) covering certain employees at a Hudson subsidiary who meet the plan’s eligibility requirements. The Hudson Plan is closed to new participants. Our funding policy is to make the minimum annual contribution that is required by applicable regulations, plus such amounts as we may determine to be appropriate from time to time. At December 31, 2017, the projected benefit obligation of the Hudson Plan was $2.8 and the fair value of plan assets were $1.9 . Consequently, a liability of $0.9 was included in accrued pension liabilities on the consolidated balance sheet for the underfunded status of the Hudson Plan. Pension expense from the date of acquisition to December 31, 2017 was not significant. The Hudson Plan did not and is not expected to have a material impact on our financial position, results of operations and cash flows. Multi-Employer Plan We contribute to a multi-employer plan for certain collective bargaining U.S. employees. The risks of participating in this multi-employer plan are different from a single employer plan in the following aspects: (a) Assets contributed to the multi-employer by one employer may be used to provide benefits to employees of other participating employers. (b) If a participating employer ceases contributing to the plan, the unfunded obligations of the plan may be inherited by the remaining participating employers. (c) If we choose to stop participating in the multi-employer plan, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We have assessed and determined that the multi-employer plan to which we contribute is not significant to our financial statements. We do not expect to incur a withdrawal liability or expect to significantly increase our contribution over the remainder of the current contract period, which ends in February 2023. We made contributions to the bargaining unit supported multi-employer pension plan resulting in expense of $0.3 , $0.3 , and $0.7 for the years ended December 31, 2017, 2016 and 2015 , respectively. The reduction in contributions is due to fewer employees participating in this plan. Defined Contribution Savings Plan We have a defined contribution savings plan that covers most of our U.S. employees. Company contributions to the plan are based on employee contributions, and include a Company match and discretionary contributions. Expenses under the plan totaled $9.7 , $10.0 , and $10.8 for the years ended December 31, 2017, 2016 and 2015 , respectively. Voluntary Deferred Income Plan We provide additional retirement plan benefits to certain members of management under the Amended and Restated Chart Industries, Inc. Voluntary Deferred Income Plan. This is an unfunded plan. We recorded $0.5 , $0.3 , and $0.3 of expense associated with this plan for the years ended December 31, 2017, 2016 and 2015 , respectively. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments | Share-based Compensation On May 25, 2017, we held our annual meeting of stockholders. At the annual meeting, our stockholders approved the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”). As described in our definitive proxy statement for the annual meeting, our directors, officers and employees (including its principal executive officer, principal financial officer and other “named executive officers”) are eligible to be granted stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares and common shares under the 2017 Omnibus Equity Plan. The maximum number of shares available for grant was 1.70 , which may be treasury shares or unissued shares. As of December 31, 2017 , 0.01 RSUs, were outstanding under the 2017 Omnibus Equity Plan. Under the Amended and Restated 2009 Omnibus Equity Plan (“2009 Omnibus Equity Plan”) which was originally approved by our shareholders in May 2009 and re-approved by shareholders in May 2012 as amended and restated, we could grant stock options, SARs, RSUs, restricted stock, performance shares, leveraged restricted shares, and common shares to employees and directors. The maximum number of shares available for grant was 3.35 , which could be treasury shares or unissued shares. As of December 31, 2017 , 1.20 stock options, 0.32 shares of restricted stock and RSUs, and 0.08 performance units were outstanding under the 2009 Omnibus Equity Plan. Under the Amended and Restated 2005 Stock Incentive Plan (“2005 Stock Incentive Plan”) which became effective in October 2005, we could grant stock options, SARs, RSUs, stock awards, and performance based stock awards to employees and directors. The 2005 Stock Incentive Plan had reserved 3.42 shares of our common stock for issuance. As of December 31, 2017 , 0.06 options were outstanding under the Stock Incentive Plan. We no longer grant awards under the 2009 Omnibus Equity Plan and 2005 Stock Incentive Plan. We recognized share-based compensation expense of $11.1 , $10.7 , and $11.3 for the years ended December 31, 2017, 2016 and 2015 , respectively. This expense is included in selling, general and administrative expenses in the consolidated statements of operations. The tax impact related to share-based compensation expense was insignificant during the year ended December 31, 2017, which was recorded in income tax (benefit) expense, net. The tax impact related to share-based compensation expense was $1.7 and $0.9 for the years ended December 31, 2016 and 2015, respectively, which was recorded in additional paid-in capital in the consolidated balance sheets. As of December 31, 2017 , total share-based compensation of $5.8 is expected to be recognized over the remaining weighted-average period of approximately 2.1 years . Stock Options We use a Black-Scholes option pricing model to estimate the fair value of stock options. The expected volatility is based on historical information. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant. Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows: Year Ended December 31, 2017 2016 2015 Weighted-average grant-date fair value per share $ 20.10 $ 10.36 $ 19.04 Expected term (years) 5.4 5.2 5.6 Risk-free interest rate 2.00 % 1.66 % 1.70 % Expected volatility 60.31 % 61.40 % 61.54 % Stock options generally have a four -year graded vesting period, an exercise price equal to the fair market value of a share of common stock on the date of grant, and a contractual term of 10 years . The following table summarizes our stock option activity: December 31, 2017 Number of Shares Weighted-average Exercise Price Aggregate Intrinsic Value Weighted- average Remaining Contractual Term Outstanding at beginning of year 1.11 $ 31.13 Granted 0.32 37.06 Exercised (0.08 ) 25.71 Forfeited / Cancelled (0.10 ) 36.16 Outstanding at end of year 1.25 $ 32.58 $ 21.9 6.4 years Vested and expected to vest at end of year 1.24 $ 32.60 $ 9.4 6.4 years Exercisable at end of year 0.56 $ 36.29 $ 21.7 4.7 years As of December 31, 2017 , total unrecognized compensation cost related to stock options expected to be recognized over the weighted-average period of approximately 2.4 years is $2.4 . The total intrinsic value of options exercised during the years ended December 31, 2017, 2016 and 2015 was $1.2 , $0.2 , and $0.7 , respectively. The total fair value of stock options vested during the years ended December 31, 2017, 2016 and 2015 was $3.4 , $3.9 , and $3.6 , respectively. Restricted Stock and RSUs Restricted stock and RSUs generally vest ratably over a three -year period and are valued based on our market price on the date of grant. The following table summarizes our unvested restricted stock and RSUs activity: December 31, 2017 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 0.33 $ 24.06 Granted 0.16 37.13 Forfeited (0.03 ) 26.51 Vested (0.13 ) 28.52 Unvested at end of year 0.33 $ 28.38 As of December 31, 2017 , total unrecognized compensation cost related to unvested restricted stock and RSUs expected to be recognized over the weighted-average period of approximately 1.8 years is $2.6 . The weighted-average grant-date fair value of restricted stock and RSUs granted during the years ended December 31, 2017 , 2016 , and 2015 was $37.13 , $19.08 , and $34.15 , respectively. The total fair value of restricted stock and RSUs that vested during the years ended December 31, 2017 , 2016 , and 2015 was $4.8 , $1.2 , and $1.6 , respectively. Performance Units Performance units are earned over a three -year period. Based on the attainment of pre-determined performance condition targets as determined by the Compensation Committee of the Board of Directors, performance units earned may be in the range of between 0% and 200%. The following table, which is stated at a 100% earned percentage, summarizes our performance units activity: December 31, 2017 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 0.08 $ 31.84 Granted 0.03 38.00 Forfeited / Cancelled (0.01 ) 31.14 Vested (0.02 ) 93.34 Unvested at end of year 0.08 $ 24.81 As of December 31, 2017 , total unrecognized compensation cost related to performance units expected to be recognized over a weighted-average period of approximately 1.6 years is $0.8 . The weighted-average grant-date fair value of performance units granted during the years ended December 31, 2017 , 2016 , and 2015 was $38.00 , $19.94 , and $28.25 , respectively. The total fair value of performance units that vested during the years ended December 31, 2017 , 2016 , and 2015 was $0.8 , $1.8 , and $0.8 , respectively. Leveraged Restricted Share Units Leveraged restricted share unit awards vest based on the attainment of pre-determined market condition targets as determined by the Compensation Committee of the Board of Directors over a three -year performance period. Units earned may be in the range of between 50% and 150% . We valued the leverage restricted share unit awards based on market conditions using a Monte Carlo Simulation model. The following table, which is stated at a 100% earned percentage, summarizes our leveraged restricted share unit awards activity: December 31, 2017 Number of Shares Weighted-average Grant-Date Fair Value Unvested at beginning of year 0.010 $ 106.90 Forfeited / Cancelled (0.005 ) 106.90 Vested (0.005 ) 106.90 Unvested at end of year — $ — The total fair value of leveraged restricted share units that vested during the years ended December 31, 2017 , 2016 , and 2015 was $0.2 , $1.0 and $0.6 , respectively. Directors’ Stock Grants In 2017, 2016 and 2015 , we granted the non-employee directors stock awards covering 0.02 , 0.03 , and 0.02 shares of common stock, respectively, which had fair values of $0.7 , $0.6 , and $0.7 , respectively. These stock awards were fully vested on the grant date. Likewise, the fair values were recognized immediately on the grant date. |
Lease Commitments
Lease Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases of Lessee Disclosure | Lease Commitments We incurred $11.5 , $9.5 , and $11.1 of rental expense under operating leases for the years ended December 31, 2017, 2016 and 2015 , respectively. Certain leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table summarizes future minimum lease payments for non-cancelable operating leases as of December 31, 2017 : 2018 $ 9.2 2019 7.1 2020 5.6 2021 4.1 2022 3.8 Thereafter 10.8 Total future minimum lease payments $ 40.6 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | Commitments and Contingencies Environmental We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believes we are currently in substantial compliance with all known environmental regulations. At December 31, 2017 and 2016 , we had undiscounted accrued environmental reserves of $2.1 and $3.0 , respectively. We accrue for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts and circumstances regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 10 years as ongoing costs of remediation programs. Although we believe we have adequately provided for the cost of all known environmental conditions, the applicable regulatory agencies could insist upon different and more costly remediation than those we believe are adequate or required by existing law or third parties may seek to impose environmental liabilities on us. We believe that any additional liability in excess of amounts accrued which may result from the resolution of such matters will not have a material adverse effect on our financial position, liquidity, cash flows or results of operations. Legal Proceedings CCESC and CCDEC were involved in litigation with an external sales representative in China who claimed we owed commissions of approximately 64.8 million Chinese yuan (equivalent to $9.9 ) plus interest. In prior years, we accrued 30.0 million Chinese yuan (equivalent to $4.6 ) as our best estimate of the related contingent liability. Based on a China court ruling received during February 2018, the claimant was awarded a reduced amount of 53.9 million Chinese yuan (equivalent to $8.3 ), which included accrued interest (the “Award Amount”). As a result of this ruling, we accrued an additional 23.9 million Chinese yuan (equivalent to $3.7 ) in commissions and interest in the fourth quarter of 2017. The Award Amount was recorded in other current liabilities in our consolidated balance sheet at December 31, 2017. Management is currently evaluating alternatives under the arbitration award. We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. |
Restructuring Activities (Notes
Restructuring Activities (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Activities We have 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, and the reduction in force was completed in the third 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 was substantially completed during the fourth quarter of 2017. Our corporate headquarters move from Garfield Heights, Ohio to Ball Ground, Georgia (which was officially effective October 26, 2017) was substantially completed during the third quarter of 2017, and our Garfield Heights lease commitment ended on 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 years ended December 31, 2017, 2016 and 2015: Year Ended December 31, 2017 2016 2015 Severance: Cost of sales $ 0.8 $ 4.2 $ 2.2 Selling, general, and administrative expenses 3.8 5.8 5.2 Total severance costs $ 4.6 $ 10.0 $ 7.4 Other restructuring: Cost of sales $ 4.4 $ 0.2 $ 1.4 Selling, general, and administrative expenses 6.6 0.7 3.4 Total other restructuring costs $ 11.0 $ 0.9 $ 4.8 Total restructuring costs $ 15.6 $ 10.9 $ 12.2 We currently do not expect any significant severance or restructuring charges in 2018. We are closely monitoring our end markets and order rates and will continue to take appropriate and timely actions as necessary. The following tables summarize our restructuring activities for the years ended 2017, 2016 and 2015: Twelve Months Ended December 31, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2016 $ 0.1 $ 2.9 $ 1.3 $ 3.0 $ 7.3 Restructuring costs 2.4 2.2 5.0 6.0 15.6 Cash payments (2.5 ) (3.9 ) (6.0 ) (7.9 ) (20.3 ) Acquired restructuring reserve 0.2 — — — 0.2 Balance as of December 31, 2017 $ 0.2 $ 1.2 $ 0.3 $ 1.1 $ 2.8 Twelve Months Ended December 31, 2016 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2015 $ 1.1 $ 3.4 $ 0.4 $ 0.9 $ 5.8 Restructuring costs 1.0 3.8 1.9 4.2 10.9 Cash payments (2.0 ) (4.3 ) (1.0 ) (2.1 ) (9.4 ) Balance as of December 31, 2016 $ 0.1 $ 2.9 $ 1.3 $ 3.0 $ 7.3 Twelve Months Ended December 31, 2015 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2014 $ — $ — $ — $ — $ — Restructuring costs 1.4 7.7 1.8 1.3 12.2 Cash payments (0.3 ) (4.3 ) (1.4 ) (0.4 ) (6.4 ) Balance as of December 31, 2015 $ 1.1 $ 3.4 $ 0.4 $ 0.9 $ 5.8 |
Segment and Geographic Informat
Segment and Geographic Information (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Reporting Segments | Segment and Geographic Information The structure of our internal organization is divided into the following reportable segments, which are also our operating segments: E&C, D&S, and BioMedical. Our reportable segments are business units that are each managed separately because they manufacture, offer, and distribute distinct products with different production processes. The E&C and D&S segments manufacture products used primarily in energy-related and industrial applications, such as the separation, liquefaction, distribution, and storage of hydrocarbon and industrial gases. The BioMedical segment supplies cryogenic and other equipment used in the medical, biological research, and animal breeding industries. Intersegment sales are not material. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, and risk management. Corporate support functions are not currently allocated to the segments. We evaluate performance and allocates resources based on operating income or loss from continuing operations before interest expense, net, loss on extinguishment of debt, financing costs amortization, foreign currency loss (gain), income tax (benefit) expense, net, and income (loss) attributable to noncontrolling interests, net of taxes. The accounting policies of the reportable segments are the same as those described in Note 2 . Segment Financial Information Year Ended December 31, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Sales to external customers $ 225.6 $ 540.3 $ 222.9 $ — $ 988.8 Depreciation and amortization expense 15.3 18.8 5.6 2.2 41.9 Operating income (loss) (1) (2) 5.1 66.1 35.5 (64.7 ) 42.0 Total assets 782.9 685.2 165.9 90.7 1,724.7 Capital expenditures 15.5 14.4 3.0 2.3 35.2 Year Ended December 31, 2016 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 154.3 $ 497.1 $ 207.8 $ — $ 859.2 Depreciation and amortization expense 10.0 18.4 6.0 3.1 37.5 Operating income (loss) (1) (3) 13.3 50.4 42.0 (48.3 ) 57.4 Total assets 177.5 657.6 178.7 219.2 1,233.0 Capital expenditures 3.3 11.7 2.3 0.5 17.8 Year Ended December 31, 2015 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 331.0 $ 487.6 $ 221.6 $ — $ 1,040.2 Depreciation and amortization expense 11.8 18.3 12.0 3.3 45.4 Operating (loss) income (1) (4) (10.0 ) 39.5 (165.3 ) (47.4 ) (183.2 ) Total assets 251.8 689.1 224.4 34.8 1,200.1 Capital expenditures 4.1 36.8 3.9 2.3 47.1 _______________ (1) Includes restructuring costs of $15.6 , $10.9 and $12.2 for the years ended December 31, 2017, 2016 and 2015, respectively. (2) Includes acquisition-related expenses of $10.1 for the year ended December 31, 2017 . (3) During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3 , net of associated legal fees recorded in 2016. The 2016 operating income also includes asset impairment charges of $1.2 attributed to D&S. (4) Includes asset impairment charges of $255.1 for the year ended December 31, 2015, attributed to E&C – $68.8 , D&S – $2.0 , and BioMedical – $184.3 . Product Sales Information Year Ended December 31, 2017 2016 2015 Energy & Chemicals Natural gas processing (including petrochemical) applications $ 152.9 $ 105.4 $ 180.9 Liquefied natural gas applications 29.5 38.2 136.1 Industrial gas applications 22.4 10.7 14.0 HVAC, power and refining 20.8 — — Total Energy & Chemicals 225.6 154.3 331.0 Distribution & Storage Bulk industrial gas applications 221.9 227.6 203.9 Packaged gas industrial applications 180.7 159.7 167.8 Liquefied natural gas applications 137.7 109.8 115.9 Total Distribution & Storage 540.3 497.1 487.6 BioMedical Respiratory therapy 124.4 118.9 132.3 Cryobiological storage 77.0 70.6 64.6 On-site generation systems 21.5 18.3 24.7 Total BioMedical 222.9 207.8 221.6 Total $ 988.8 $ 859.2 $ 1,040.2 In 2017 and 2015, no one customer accounted for more than 10% of our consolidated sales. In 2016, one customer, Airgas “an Air Liquide company” and Air Liquide, accounted for more than 10% of our consolidated sales. Total sales from this customer represented approximately $98.9 of our 2016 consolidated sales and is attributable to our E&C, D&S and BioMedical segments. Geographic Information Net sales by geographic area are reported by the destination of sales. Net property, plant and equipment by geographic area are reported by country of domicile. Sales for the Year Ended December 31, 2017 2016 2015 United States $ 526.7 $ 426.0 $ 513.7 Foreign China 110.0 147.7 110.0 Other foreign countries 352.1 285.5 416.5 Total Foreign 462.1 433.2 526.5 Total $ 988.8 $ 859.2 $ 1,040.2 Property, plant and equipment, net as of December 31, 2017 2016 United States $ 177.9 $ 145.0 Foreign China 82.9 75.4 Czech Republic 20.7 18.5 Germany 13.4 11.5 Other foreign countries 2.7 0.6 Total Foreign 119.7 106.0 Total $ 297.6 $ 251.0 |
Quarterly Data (unaudited)
Quarterly Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | Quarterly Data (Unaudited) Selected quarterly data for the years ended December 31, 2017 and 2016 are as follows: Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales (1) $ 204.1 $ 238.2 $ 240.5 $ 306.0 $ 988.8 Gross profit 55.6 63.2 70.4 82.9 272.1 Operating income (1) (2) 0.3 9.9 10.5 21.3 42.0 Net (loss) income (3) (4) (2.9 ) 3.3 2.1 27.0 29.5 Net (loss) income attributable to Chart Industries, Inc. (3) (4) (2.9 ) 2.8 1.5 26.7 28.0 Net (loss) income attributable to Chart Industries, Inc. per share—basic (5) $ (0.09 ) $ 0.09 $ 0.05 $ 0.87 $ 0.91 Net (loss) income attributable to Chart Industries, Inc. per share—diluted (5) (6) $ (0.09 ) $ 0.09 $ 0.05 $ 0.85 $ 0.89 _______________ (1) Hudson, included in these results since the acquisition date, September 20, 2017, added net sales and operating income of $58.0 and $6.4 for the year ended December 31, 2017, including $6.1 and $1.2 in the third quarter and $51.9 and $5.2 in the fourth quarter, respectively. (2) The fourth quarter of 2017 includes additional expense as a result of a litigation award in China. Refer to Note 18, Commitments and Contingencies, for further information. (3) During the fourth quarter of 2017, we recorded a $4.9 loss on extinguishment of debt associated with the repurchase of $192.9 principal amount of our $250.0 2.00% convertible notes due August 2018 and refinance of our senior secured revolving credit facility. (4) The fourth quarter of 2017 includes a one-time $22.5 net favorable tax benefit that was recorded during the fourth quarter of 2017, which resulted from the enactment of the Tax Cuts and Jobs Act. This benefit mainly consisted of a one-time, provisional benefit of $26.9 related to the remeasurement of certain of our deferred tax liabilities using the lower U.S. federal corporate tax rate of 21% . This was partially offset by (i) a one-time, provisional charge of $8.7 related to the deemed repatriation transition tax, which is a tax on previously untaxed accumulated earnings and profits of certain of our foreign subsidiaries, and (ii) a one-time tax expense and tax benefit of $4.5 and $8.7 , respectively, related to our intent to amend pre-acquisition Hudson U.S. federal tax returns. (5) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. (6) Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales $ 193.8 $ 247.1 $ 203.9 $ 214.4 $ 859.2 Gross profit 52.7 87.0 69.6 57.1 266.4 Operating income (1) 0.1 34.9 20.1 2.3 57.4 Net (loss) income (4.7 ) 19.6 13.7 (3.9 ) 24.7 Net (loss) income attributable to Chart Industries, Inc. (4.7 ) 21.2 15.0 (3.3 ) 28.2 Net (loss) income attributable to Chart Industries, Inc. per share—basic (2) $ (0.15 ) $ 0.69 $ 0.49 $ (0.11 ) $ 0.92 Net (loss) income attributable to Chart Industries, Inc. per share—diluted (2) (3) $ (0.15 ) $ 0.68 $ 0.48 $ (0.11 ) $ 0.91 _______________ (1) During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3 , net of associated legal fees recorded in 2016. The 2016 operating income also includes impairment of goodwill and intangible assets totaling $1.2 as described in Note 3 , Asset Impairments , to the consolidated financial statements. (2) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. (3) Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Events [Text Block] | Subsequent Event We acquired 100% of the equity interests of Skaff Cryogenics and Cryo-Lease, LLC (together “Skaff”) on January 2, 2018 for an approximate purchase price of $12.5. Skaff provides quality repair service and remanufacturing of cryogenic and liquefied natural gas storage tanks and trailers and also maintains a portfolio of cryogenic storage equipment that is leased to customers for temporary and permanent needs. Skaff is headquartered in Brentwood, New Hampshire and provides services and equipment to customers in North America. Skaff’s results will be included in the D&S operating segment. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure | CHART INDUSTRIES, INC. AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS (Dollars in millions) Additions Balance at beginning of period Charged to costs and expenses Deductions Translations Balance at end of period Year Ended December 31, 2017: Allowance for doubtful accounts $ 10.2 $ 1.2 $ (1.2 ) (1) $ 0.6 $ 10.8 Allowance for obsolete and excess inventory 10.1 2.4 (4.9 ) (2) 0.9 8.5 Deferred tax assets valuation allowance 15.1 11.1 — (3) 1.0 27.2 Year Ended December 31, 2016: Allowance for doubtful accounts $ 7.0 $ 4.7 $ (1.3 ) (1) $ (0.2 ) $ 10.2 Allowance for obsolete and excess inventory 11.3 3.8 (4.7 ) (2) (0.3 ) 10.1 Deferred tax assets valuation allowance 8.8 7.0 (0.1 ) (3) (0.6 ) 15.1 Year Ended December 31, 2015: Allowance for doubtful accounts $ 6.5 $ 1.6 $ (0.9 ) (1) $ (0.2 ) $ 7.0 Allowance for obsolete and excess inventory 5.2 14.8 (8.3 ) (2) (0.4 ) 11.3 Deferred tax assets valuation allowance 1.9 7.2 (0.1 ) (3) (0.2 ) 8.8 _______________ (1) Reversal of amounts previously recorded as bad debt and uncollectible accounts written off. (2) Inventory items written off against the allowance. (3) Deductions to the deferred tax assets valuation allowance relate to decreased deferred tax assets and the release of the valuation allowance. |
Nature of Operations and Prin30
Nature of Operations and Principles of Consolidation Principals of Consolidation (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation: The consolidated financial statements include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. |
Significant Accounting Polici31
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements. These estimates may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions. |
Cash and Cash Equivalents | Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents: We consider all investments with an initial maturity of three months or less when purchased to be cash equivalents. See the Debt and Credit Arrangements and Business Combinations notes for additional information about restricted cash and restricted cash equivalents, which is included in other current assets and other assets in the accompanying consolidated balance sheets. |
Accounts Receivable, Net of Allowances | Accounts Receivable, Net of Allowances: We evaluate the collectibility of accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations (e.g., bankruptcy filings, or substantial downgrading of credit scores), a specific reserve is recorded to reduce the receivable to the amount we believe will be collected. We also record allowances for doubtful accounts based on historical experience. When collection of a specific amount due is deemed not probable, the account is written off against the allowance. |
Inventories | Inventories: Inventories are stated at the lower of cost or net realizable value with cost being determined by the first-in, first-out (“FIFO”) method. We determine inventory valuation reserves based on a combination of factors. In circumstances where we are aware of a specific problem in the valuation of a certain item, a specific reserve is recorded to reduce the item to its net realizable value. We also recognize reserves based on the actual usage in recent history and projected usage in the near-term. |
Property, Plant and Equipment | Property, Plant and Equipment: Capital expenditures for property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs are charged to expense as incurred, whereas major improvements that extend the useful life are capitalized. The cost of applicable assets is depreciated over their estimated useful lives. Depreciation is computed using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. |
Guarantees [Text Block] | Guarantees of Third-Party Performance: During the first quarter of 2016, we became a member to a consortium agreement relating to a project with a third-party. This agreement entails us guaranteeing not only our own performance, but also the work of a third-party consortium partner. In the event of non-fulfillment of contractual obligations by the consortium partner, we may be required to perform the obligations of the consortium partner. The agreement term covers the project through completion, approximately 1.5 years. At December 31, 2017, the estimated cost of the performance under this guarantee was 14.6 million euros (equivalent to $15.4 ). If losses are incurred under the guarantee due to third-party non-performance, we have certain rights that would allow us to mitigate such losses. If necessary, the carrying amount of any liability recorded in the consolidated balance sheet would reflect our best estimate of future payments which we may incur as part of fulfilling our guarantee obligation. There is no liability recorded at December 31, 2017. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-lived Assets: We monitor our property, plant, equipment, and finite-lived intangible assets for impairment indicators on an ongoing basis. If impairment indicators exist, assets are grouped and tested at the lowest level for which identifiable cash flows are available. We perform the required analysis and record impairment charges, if applicable. In conducting our analysis, we compare the undiscounted cash flows expected to be generated from the long-lived assets to the related net book values. If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired. If the net book value exceeds the undiscounted cash flows, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived assets. Fair value is estimated from discounted future net cash flows (for assets held and used) or net realizable value (for assets held for sale). Changes in economic or operating conditions impacting these estimates and assumptions could result in the impairment of long-lived assets. We amortize intangible assets that have finite lives over their estimated useful lives. See Note 3 , Asset Impairments , for more information relating to finite-lived intangible asset impairment losses recorded during 2016 and 2015. |
Goodwill and Intangible Assets | Goodwill and Indefinite-Lived Intangible Assets: Goodwill is recognized as the excess cost of an acquired entity over the net amount assigned to assets acquired and liabilities assumed. We do not amortize goodwill or indefinite-lived intangible assets, but review them for impairment annually in the fourth quarter or whenever events or changes in circumstances indicate that an evaluation should be completed. Goodwill is analyzed on a reporting unit basis. The reporting units are the same as the operating and reportable segments: Energy & Chemicals (“E&C”), Distribution & Storage (“D&S”) and BioMedical. We first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh these factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the “Step 0 Test”). If we determine that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, the first and second steps of the goodwill impairment test are not necessary. Otherwise, we would perform the first step of the two-step goodwill impairment test. Alternatively, we may also bypass the Step 0 Test and proceed directly to the two-step goodwill impairment test. Under the first step (“Step 1”), we estimate the fair value of the reporting units by considering income and market approaches to develop fair value estimates, which are weighted to arrive at a fair value estimate for each reporting unit. With respect to the income approach, a model has been developed to estimate the fair value of each reporting unit. This fair value model incorporates estimates of future cash flows, estimates of allocations of certain assets and cash flows among reporting units, estimates of future growth rates and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. With respect to the market approach, a guideline company method is employed whereby pricing multiples are derived from companies with similar assets or businesses to estimate fair value of each reporting unit. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, then goodwill is not impaired and no further testing is required. However, if the fair value of the reporting unit is less than its carrying amount, we perform the second step (“Step 2”) of the goodwill impairment test to measure the amount of impairment loss, if any, to recognize. In Step 2, the implied fair value of the reporting unit’s goodwill is determined by allocating the reporting unit’s fair value to the assets and liabilities, other than goodwill, in a hypothetical purchase price allocation. The resulting implied fair value is then compared to the carrying amount of the goodwill and if the carrying amount exceeds the implied fair value, an impairment charge is recorded for the difference. In order to assess the reasonableness of the calculated fair values of the reporting units, we also compare the sum of the reporting units’ fair values to the market capitalization and calculate an implied control premium (the excess of the sum of the reporting units’ fair values over the market capitalization). We evaluate the control premium by comparing it to control premiums of recent comparable transactions. If the implied control premium is not reasonable in light of this assessment, we reevaluate the fair value estimates of the reporting units by adjusting the discount rates and other assumptions as necessary. Changes to the assumptions and estimates used throughout the steps described above may result in a significantly different estimate of the fair value of the reporting units, which could result in a different assessment of the recoverability of goodwill and result in future impairment charges. With respect to indefinite-lived intangible assets, we first evaluate relevant events and circumstances to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, in weighing all relevant events and circumstances in totality, we determine that it is more likely than not that an indefinite-lived intangible asset is not impaired, no further action is necessary. Otherwise, we would determine the fair value of indefinite-lived intangible assets and perform a quantitative impairment assessment by comparing the indefinite-lived intangible asset’s fair value to its carrying amount. We may bypass such a qualitative assessment and proceed directly to the quantitative assessment. We estimate the fair value of the indefinite-lived assets using the income approach. This may include the relief from royalty method or use of a model similar to the one described above related to goodwill which estimates the future cash flows attributed to the indefinite-lived intangible asset and then discounting these cash flows back to a present value. Under the relief from royalty method, fair value is estimated by discounting the royalty savings, as well as any tax benefits related to ownership to a present value. The fair value from either approach is compared to the carrying value and an impairment is recorded if the fair value is determined to be less than the carrying value. See Note 3 , Asset Impairments , and Note 6 , Goodwill and Intangible Assets , for more information relating to goodwill and indefinite-lived intangible assets and the asset impairment charges recorded during 2016 and 2015. |
Convertible Debt [Policy Text Block] | Convertible Debt: We determined that the conversion option within our 2.00% Convertible Senior Subordinated Notes due August 2018 and 1.00% Convertible Senior Subordinated Notes due November 2024 (together, the “Convertible Notes”) was not clearly and closely related to the debt instrument host, however, the conversion option met a scope exception to derivative instrument accounting since the conversion feature is indexed to the our common stock and meets equity classification criteria. Convertible debt instruments exempt from derivative accounting and subject to cash settlement of the conversion option are recognized by bifurcating the principal balance into a liability component and an equity component where the fair value of the liability component is estimated by calculating the present value of its cash flows discounted at an interest rate that we would have received for similar debt instruments that have no conversion rights (the “straight-debt rate”), and the equity component is the residual amount, net of tax, which creates a discount on the Convertible Notes. We recognize non-cash interest accretion expense related to the carrying amount of the Convertible Notes which is accreted back to its principal amount over the expected life of the debt, which is also the stated life of the debt. |
Fair Value of Financial Instruments, Policy | Financial Instruments: The fair values of cash equivalents, accounts receivable, accounts payable and short-term bank debt approximate their carrying amount because of the short maturity of these instruments. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | To minimize credit risk from trade receivables, we review the financial condition of potential customers in relation to established credit requirements before sales credit is extended and monitor the financial condition and payment history of customers to help ensure timely collections and to minimize losses. Additionally, for certain domestic and foreign customers, particularly in the E&C segment, we require advance payments, letters of credit, bankers’ acceptances, and other such guarantees of payment. Certain customers also require us to issue letters of credit or performance bonds, particularly in instances where advance payments are involved, as a condition of placing the order. |
Derivative Instruments | Derivative Financial Instruments: We utilize certain derivative financial instruments to enhance our ability to manage foreign currency risk that exists as part of ongoing business operations. Derivative instruments are entered into for periods consistent with related underlying exposures and do not constitute positions independent of those exposures. We do not enter into contracts for speculative purposes nor are we a party to any leveraged derivative instrument. We are exposed to foreign currency exchange risk as a result of transactions in currencies other than the functional currency of certain subsidiaries. We utilize foreign currency forward purchase and sale contracts to manage the volatility associated with foreign currency 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 Chinese yuan, the Czech koruna, the Australian dollar, the British pound, the Canadian dollar, and the Japanese yen. Our foreign currency forward contracts do not qualify as hedges as defined by accounting guidance. Foreign currency forward contracts are measured at fair value and recorded on the consolidated balance sheets as other current liabilities or assets. Changes in their fair value are recorded in the consolidated statements of operations as foreign currency gains or losses. Our foreign currency forward contracts are not exchange traded instruments and, accordingly, the valuation is performed using Level 2 inputs as defined in Note 11 . Gains or losses on settled or expired contracts are recorded in the consolidated statements of operations as foreign currency gains or losses. |
Product Warranties | Product Warranties: We provide product warranties with varying terms and durations for the majority of our products. We estimate product warranty costs and accrues for these costs as products are sold with a charge to cost of sales. Factors considered in estimating warranty costs include historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside of typical experience. Warranty accruals are evaluated and adjusted as necessary based on actual claims experience and changes in future claim and cost estimates. Business Combinations: We account for business combinations using the acquisition method. The purchase price is allocated, separately from goodwill, to the identifiable assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair value of the net assets acquired, including identifiable intangible assets, is assigned to goodwill. As additional information becomes available, we may further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the acquisition. Identifiable finite-lived intangible assets generally consist of customer relationships, unpatented technology, patents and trademarks and trade names and are amortized over their estimate useful lives which generally range from 2 to 15 years. Identifiable indefinite-lived intangible assets generally consist of trademarks and trade names and are subject to impairment testing on at least an annual basis. We estimate the fair value of identifiable intangible assets under income approaches where the fair value models incorporate estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. We expense acquisition-related costs, including legal, consulting, accounting and other costs, in the periods in which the costs are incurred. |
Revenue Recognition | Revenue Recognition: For the majority of our products, revenue is recognized when products are shipped, title has transferred, and collection is reasonably assured. For these products, there is also persuasive evidence of an arrangement and the selling price to the buyer is fixed or determinable. For brazed aluminum heat exchangers, cold boxes, liquefied natural gas fueling stations, engineered tanks, and on-site generation systems, we primarily use the percentage of completion method of accounting. Earned revenue is based on the percentage of incurred costs to date compared to total estimated costs at completion after giving effect to the most current estimates. Timing of amounts billed on contracts varies from contract to contract and could cause significant variation in working capital needs. The cumulative impact of revisions in total cost estimates during the progress of work is reflected in the period in which these changes become known. Earned revenue reflects the original contract price adjusted for agreed upon claims and change orders, if any. Losses expected to be incurred on contracts in process, after consideration of estimated minimum recoveries from claims and change orders, are charged to operations as soon as such losses are known. Pre-contract costs relate primarily to salaries and benefits incurred to support the selling effort and are expensed as incurred. Change orders resulting in additional revenue and profit are recognized upon approval by the customer based on the percentage of incurred costs to date compared to total estimated costs at completion. Certain contracts include incentive-fee arrangements. The incentive fees in such contracts can be based on a variety of factors, but the most common are the achievement of target completion dates, target costs, and/or other performance criteria. Incentive-fee revenue is not recognized until it is earned. We report sales net of tax assessed by governmental authorities. |
Cost of Sales | Cost of Sales: Manufacturing expenses associated with sales are included in cost of sales. Cost of sales includes all materials, direct and indirect labor, inbound freight, purchasing and receiving, inspection, internal transfers, and distribution and warehousing of inventory. In addition, shop supplies, facility maintenance costs, manufacturing engineering, project management, and depreciation expense for assets used in the manufacturing process are included in cost of sales on the consolidated statements of operations. |
Selling, General and Administrative Costs (SG&A) | Selling, General and Administrative Expenses (“SG&A”): SG&A expenses include selling, marketing, customer service, product management, design engineering, and other administrative expenses not directly supporting the manufacturing process, as well as depreciation and amortization expense associated with non-manufacturing assets. In addition, SG&A expenses include corporate operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. |
Shipping and Handling Costs | Shipping and Handling Costs: Amounts billed to customers for shipping are classified as sales, and the related costs are classified as cost of sales on the consolidated statements of operations. Shipping revenue of $10.2 , $8.7 , and $11.6 for the years ended December 31, 2017, 2016 and 2015 , respectively, are included in sales. Shipping costs of $13.9 , $12.2 , and $15.2 for the years ended December 31, 2017, 2016 and 2015 , respectively, are included in cost of sales. |
Advertising Costs | Advertising Costs: We incurred advertising costs of $5.1 , $4.7 , and $5.1 for the years ended December 31, 2017, 2016 and 2015 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. |
Research and Development Costs | Research and Development Costs: We incurred research and development costs of $16.0 , $18.1 , and $15.8 for the years ended December 31, 2017, 2016 and 2015 , respectively. Such costs are expensed as incurred and included in SG&A expenses on the consolidated statements of operations. |
Foreign Currency Translation | Foreign Currency Translation: The functional currency for the majority of our foreign operations is the applicable local currency. The translation from the applicable foreign currencies to U.S. dollars is performed for asset and liability accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive income (loss) in the consolidated statements of comprehensive income (loss). Remeasurement from local to functional currencies is included in cost of goods sold or foreign currency loss (gain) on the consolidated statements of operations. Gains or losses resulting from foreign currency transactions are charged to operations as incurred. |
Income Taxes | Income Taxes: The Company and its U.S. subsidiaries file a consolidated federal income tax return. Deferred income taxes are provided for temporary differences between financial reporting and the consolidated tax return in accordance with the liability method. A valuation allowance is provided against net deferred tax assets when conditions indicate that it is more likely than not that the benefit related to such assets will not be realized. In assessing the need for a valuation allowance against deferred tax assets, we consider all available evidence, including past operating results, estimates of future taxable income, and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that can be realized, the valuation allowance will be adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. We utilize a two-step approach for the recognition and measurement of uncertain tax positions. The first step is to evaluate the tax position and determine whether it is more likely than not that the position will be sustained upon examination by tax authorities. The second step is to measure the tax benefit as the largest amount that is more likely than not of being realized upon settlement. Interest and penalties related to income taxes are accounted for as income tax expense on the consolidated statements of operations. We have accounted for the tax effects of the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates for those effects and have recorded provisional amounts in our financial statements as of December 31, 2017. As we complete our analysis of the Tax Cuts and Jobs Act, further collect and analyze data, interpret any additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service (“IRS”), and other standard-setting bodies, we may make adjustments to the provisional amounts. Those adjustments may materially impact our provision for income taxes in the period in which the adjustments are made. |
Share-based Compensation | Share-based Compensation: We measure share-based compensation expense for share-based payments to employees and directors, including grants of employee stock options, restricted stock, restricted stock units, performance units, and leveraged restricted share units based on the grant-date fair value. The fair value of stock options is calculated using the Black-Scholes pricing model and is recognized on an accelerated basis over the vesting period. The grant-date fair value calculation under the Black-Scholes pricing model requires the use of variables such as exercise term of the option, future volatility, dividend yield, and risk-free interest rate. The fair value of restricted stock and restricted stock units is based on Chart’s market price on the date of grant and is generally recognized on an accelerated basis over the vesting period. The fair value of performance units is based on Chart’s market price on the date of grant and pre-determined performance conditions as determined by the Compensation Committee of the Board of Directors and is recognized on a straight-line basis over the performance measurement period based on the probability that the performance conditions will be achieved. We reassess the vesting probability of performance units each reporting period and adjust share-based compensation expense based on our probability assessment. The fair value of leveraged restricted share units is based on market conditions, calculated using a Monte Carlo simulation model, and is recognized on a straight-line basis over the vesting period. Share-based compensation expense for all awards considers estimated forfeitures. During the year, we may repurchase shares of common stock from equity plan participants to satisfy tax withholding obligations relating to the vesting or payment of equity awards. All such repurchased shares are retired in the period in which the repurchases occur. |
Pension and Other Postretirement Plans, Pensions, Policy [Policy Text Block] | Defined Benefit Pension Plans: We sponsor two defined benefit pension plans including the Chart Pension Plan, which has been frozen since February 2006, and a noncontributory defined benefit plan that we acquired as part of the Hudson acquisition (the “Hudson Plan”). The Hudson Plan is closed to new participants and not considered significant to our consolidated financial statements. Significant accounting policies related to the Chart Pension Plan are discussed below: The funded status is measured as the difference between the fair value of the plan assets and the projected benefit obligation. The change in the funded status of the plan is recognized in the year in which the change occurs through accumulated other comprehensive loss. Our funding policy is to contribute at least the minimum funding amounts required by law. Management has chosen policies according to accounting guidance that allow the use of a calculated value of plan assets, which generally reduces the volatility of expense (income) from changes in pension liability discount rates and the performance of the pension plan’s assets. |
New Accounting Pronouncement, Policy [Policy Text Block] | Recently Issued Accounting Standards: In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” The FASB issued the update to provide amended guidance to “allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.” Additionally, under the new guidance an entity will be required to provide certain disclosures regarding stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those years, and the guidance may be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal income tax rate in the Tax Cuts and Jobs Act is recognized. Early adoption is permitted. We are currently assessing the effect that the ASU will have on our financial position, results of operations, and disclosures. In August 2017, the FASB issued 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. We are currently assessing the effect that the ASU will have on our 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. We are currently assessing the effect that the ASU will have on our 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. We are currently assessing the effect that the ASU will have on our 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). We have early adopted this guidance as of January 1, 2018. This guidance will only have an impact on future periods’ financial position, results of operations, and disclosures if a goodwill impairment occurs. In January 2017, the FASB issued ASU 2017-01 “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The ASU provides guidance to evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. If substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single asset or a group of similar assets, the assets acquired (or disposed of) are not considered a business. The guidance will be applied prospectively for annual periods and interim periods beginning after December 15, 2018. Early adoption is permitted. We will assess the effect that the ASU will have on our financial position, results of operations, and disclosures depending on potential future business combinations. 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. We are currently assessing the effect that the ASU will have on our 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. We expect adoption to increase the assets and liabilities recorded on our consolidated balance sheet and increase the level of disclosures related to leases. We also expect that adoption of the new standard will require changes to our internal controls to support recognition and disclosure requirements under the new standard. We are currently assessing the effect that the ASU will have on our 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 is effective for fiscal years beginning after December 15, 2017. We will adopt ASC 606 as of January 1, 2018 using the modified retrospective approach through a cumulative adjustment to retained earnings. As part of the implementation plan, we identified our revenue streams and performed contract reviews to assess the impact of ASC 606 on our results of operations. We expect to complete the contract reviews in the near future. While we continue to assess all impacts of the accounting change, we currently believe that the most significant impact will relate to the timing of revenue recognition. We expect 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. We also expect 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, we have 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. We do not expect the above changes to be material to our consolidated financial statements. We expect adoption to increase the level of disclosures related to revenue recognition. |
Asset Impairments (Tables)
Asset Impairments (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Asset Impairment Charges [Abstract] | ||
Asset Impairment Charges [Table Text Block] | December 31, 2016 Goodwill and Indefinite-lived Intangible Assets Finite-lived Intangible Assets Property, Plant & Equipment Total Distribution & Storage — $ 0.5 $ 0.7 $ 1.2 Consolidated $ — $ 0.5 $ 0.7 $ 1.2 | December 31, 2015 Goodwill and Indefinite-lived Intangible Assets Finite-lived Intangible Assets Property, Plant & Equipment Total Energy & Chemicals $ 65.0 $ — $ 3.8 $ 68.8 Distribution & Storage (1) 0.3 — 1.7 2.0 BioMedical 142.3 38.1 3.9 184.3 Consolidated $ 207.6 $ 38.1 $ 9.4 $ 255.1 _______________ (1) Asset impairments of $1.5 were included in cost of sales on the consolidated statement of operations for the year ended December 31, 2015. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table summarizes the components of inventory: December 31, 2017 2016 Raw materials and supplies $ 97.2 $ 65.7 Work in process 37.4 31.6 Finished goods 74.3 72.4 Total inventories, net $ 208.9 $ 169.7 |
Property, Plant and Equipment34
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | The following table summarizes the components of property, plant and equipment: December 31, Classification Estimated Useful Life 2017 2016 Land and buildings 20-35 years $ 231.4 $ 163.0 Machinery and equipment 3-12 years 199.7 169.4 Computer equipment, furniture and fixtures 3-7 years 37.0 35.4 Construction in process 26.6 50.9 Total property, plant and equipment, gross 494.7 418.7 Less: accumulated depreciation (197.1 ) (167.7 ) Total property, plant and equipment, net $ 297.6 $ 251.0 |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Line Items] | |
Schedule of Goodwill [Table Text Block] | The following table represents the changes in goodwill by segment: Energy & Chemicals Distribution & Storage BioMedical Total Balance at January 1, 2016 $ 27.9 $ 165.9 $ 24.6 $ 218.4 Foreign currency translation adjustments and other — (0.4 ) — (0.4 ) Balance at December 31, 2016 27.9 165.5 24.6 218.0 Foreign currency translation adjustments and other 0.1 2.5 (0.1 ) 2.5 Goodwill acquired during the year 247.1 1.2 — 248.3 Balance at December 31, 2017 $ 275.1 $ 169.2 $ 24.5 $ 468.8 Accumulated goodwill impairment loss at December 31, 2017 and 2016 $ 64.6 $ — $ 131.2 $ 195.8 |
Schedule Of Finite Lived And Indefinite Lived Intangible Assets [Table Text Block] | The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : December 31, 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 $ 246.3 $ (88.2 ) $ 119.3 $ (81.6 ) Unpatented technology 12 years 26.8 (4.5 ) 8.2 (3.1 ) Land use rights 50 years 13.4 (1.2 ) 12.7 (0.9 ) Trademarks and trade names 14 years 5.5 (2.9 ) 4.9 (2.2 ) Patents and other 6 years 3.0 (0.8 ) 1.2 (0.7 ) Total finite-lived intangible assets 14 years $ 295.0 $ (97.6 ) $ 146.3 $ (88.5 ) Indefinite-lived intangible assets: Trademarks and trade names $ 105.1 $ 35.6 _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2018 $ 25.8 2019 25.4 2020 23.4 2021 17.3 2022 17.1 |
Debt And Credit Arrangements Ta
Debt And Credit Arrangements Tables (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | The following table represents the components of our borrowings: December 31, 2017 2016 Convertible notes due November 2024: Principal amount $ 258.8 $ — Unamortized discount (57.6 ) — Unamortized debt issuance costs (5.1 ) — Convertible notes due November 2024, net of unamortized discount and debt issuance costs 196.1 — Convertible notes due August 2018: Principal amount 57.1 250.0 Unamortized discount (1.9 ) (21.9 ) Unamortized debt issuance costs (0.1 ) (1.1 ) Convertible notes due August 2018, net of unamortized discount and debt issuance costs 55.1 227.0 Senior secured revolving credit facility due November 2022 239.0 — Foreign facilities 7.9 13.2 Total debt, net of unamortized discount and debt issuance costs 498.1 240.2 Less: current maturities (1) (58.9 ) (6.5 ) Long-term debt $ 439.2 $ 233.7 _______________ (1) Current maturities at December 31, 2017 includes $55.1 of Convertible notes due August 2018, net of unamortized discount and debt issuance costs. |
Schedule of Maturities of Long-term Debt [Table Text Block] | annual maturities of debt at December 31, 2017 , are as follows: Year Amount 2018 (1) $ 60.9 2019 4.1 2022 239.0 Thereafter 258.8 Total $ 562.8 _______________ (1) Includes the $57.1 fully accreted amount of our 2018 Notes and $3.8 current maturities related to foreign facilities. Cash paid for |
Convertible Notes, due 2024 [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Accretion, Loss on Extinguishment, and Amortization of Financing Costs [Table Text Block] | The following table summarizes interest accretion of the 2024 Notes discount, 1.0% contractual interest coupon and financing costs amortization associated with the 2024 Notes: Year Ended December 31, 2017 2024 Notes, interest accretion of convertible notes discount $ 1.1 2024 Notes, 1.0% contractual interest coupon 0.4 2024 Notes, total interest expense $ 1.5 2024 Notes, financing costs amortization $ 0.1 |
Convertible Notes, Due 2018 [Member] | |
Debt Instrument [Line Items] | |
Schedule of Interest Accretion, Loss on Extinguishment, and Amortization of Financing Costs [Table Text Block] | The following table summarizes interest accretion of the 2018 Notes discount, 2.0% contractual interest coupon, loss on extinguishment of debt and financing costs amortization associated with the 2018 Notes: Year Ended December 31, 2017 2016 2015 2018 Notes, interest accretion of convertible notes discount $ 11.8 $ 12.5 $ 11.5 2018 Notes, 2.0% contractual interest coupon 4.3 5.0 5.0 2018 Notes, total interest expense $ 16.1 $ 17.5 $ 16.5 2018 Notes, loss on extinguishment of debt, bond cost portion 4.3 — — 2018 Notes, write off of unamortized debt issuance costs 0.4 — — 2018 Notes, total loss on extinguishment of debt (1) $ 4.7 $ — $ — 2018 Notes, financing costs amortization $ 0.6 $ 0.7 $ 0.7 |
Product Warranties (Tables)
Product Warranties (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability [Table Text Block] | The following table represents changes in our consolidated warranty reserve: Year Ended December 31, 2017 2016 2015 Beginning Balance $ 18.3 $ 21.0 $ 24.2 Issued - Warranty Expense 7.1 8.8 13.7 Acquired - Warranty Reserve 0.9 — — Change in Estimate - Warranty Expense 2.1 1.2 3.0 Warranty Usage (11.7 ) (12.7 ) (19.9 ) Ending Balance $ 16.7 $ 18.3 $ 21.0 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 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 13 years $ 122.1 Unpatented technology 10 years 18.3 Customer backlog (1) 2 years 1.3 Total finite-lived intangible assets acquired 12 years 141.7 Indefinite-lived intangible assets: Trademarks and trade names 69.3 Total identifiable intangible assets acquired $ 211.0 _______________ (1) Customer backlog acquired is included in “Patents and other” in Note 6. Goodwill and Intangible Assets. |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table presents pro forma sales, net income attributable to the Company, and net income attributable to the Company per common share data assuming Hudson was acquired at the beginning of the 2016 fiscal year, and assuming a 35% effective tax rate in both years: Year Ended December 31, 2017 2016 Pro forma sales $ 1,130.0 $ 1,029.0 Pro forma net income attributable to Chart Industries, Inc. 16.8 17.1 Pro forma net income attributable to Chart Industries, Inc. per common share, basic 0.55 0.56 Pro forma net income attributable to Chart Industries, Inc. per common share, diluted 0.54 0.55 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table represents the changes in contingent consideration liabilities by segment: Distribution & Storage BioMedical Total Balance at January 1, 2015 $ — $ 1.1 $ 1.1 Fair value of contingent consideration at inception 1.8 — 1.8 Decrease in fair value of contingent consideration liabilities — (0.5 ) (0.5 ) Payment of contingent consideration — (0.6 ) (0.6 ) Balance at December 31, 2015 1.8 — 1.8 Increase in fair value of contingent consideration liabilities 0.1 — 0.1 Balance at December 31, 2016 1.9 — 1.9 Decrease in fair value of contingent consideration liabilities (1.6 ) — (1.6 ) Balance at December 31, 2017 $ 0.3 $ — $ 0.3 |
Hudson [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the Hudson acquisition: December 31, 2017 Adjustments As Previously Reported September 30, 2017 Net assets acquired: Goodwill $ 238.3 $ 10.9 $ 227.4 Identifiable intangible assets 211.0 9.0 202.0 Accounts receivable 34.6 — 34.6 Property, plant and equipment 29.4 (1.2 ) 30.6 Inventories 26.5 1.6 24.9 Other current assets (1) 8.1 (1.2 ) 9.3 Unbilled contract revenue 4.9 0.3 4.6 Other assets 2.9 — 2.9 Prepaid expenses 0.9 — 0.9 Deferred tax liabilities (87.6 ) (19.0 ) (68.6 ) Accounts payable (21.2 ) — (21.2 ) Customer advances and billings in excess of contract revenue (17.4 ) (0.5 ) (16.9 ) Accrued salaries, wages and benefits (4.4 ) — (4.4 ) Other current liabilities (3.8 ) 0.2 (4.0 ) Other long-term liabilities (1.9 ) — (1.9 ) Current portion of warranty reserve (0.8 ) — (0.8 ) Net assets acquired $ 419.5 $ 0.1 $ 419.4 _______________ (1) Pursuant to the provisions of the Merger Agreement, Hudson deposited $2.3 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 consolidated balance sheets and is classified as other current assets. |
Hetsco [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | December 31, 2017 Adjustments As Previously Reported March 31, 2017 Goodwill $ 8.8 $ (1.3 ) $ 10.1 Identifiable intangible assets – customer relationships 8.1 0.8 7.3 Other identifiable intangible assets 1.2 — 1.2 Other net assets 4.7 0.1 4.6 Net assets acquired $ 22.8 $ (0.4 ) $ 23.2 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | Financial assets and liabilities measured at fair value on a recurring basis and presented in our consolidated balance sheets are as follows: December 31, 2017 Total Level 2 Level 3 Foreign currency forward contracts $ 0.1 $ 0.1 $ — Total financial assets $ 0.1 $ 0.1 $ — Contingent consideration liabilities $ 0.3 $ — $ 0.3 Total financial liabilities $ 0.3 $ — $ 0.3 December 31, 2016 Total Level 2 Level 3 Foreign currency forward contracts $ 0.1 $ 0.1 $ — Contingent consideration liabilities 1.9 — 1.9 Total financial liabilities $ 2.0 $ 0.1 $ 1.9 |
Accumulated Other Comprehensi40
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | ||
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | December 31, 2017 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Beginning Balance $ (24.7 ) $ (10.5 ) $ (35.2 ) Other comprehensive income before reclassifications, net of a tax expense of $2.9 25.6 (0.5 ) 25.0 Amounts reclassified from accumulated other comprehensive loss, net of taxes of $0.4 (1) (2) 1.3 0.8 2.1 Net current-period other comprehensive income, net of taxes 26.9 0.3 27.1 Ending Balance $ 2.2 $ (10.2 ) $ (8.1 ) | December 31, 2016 Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Beginning Balance $ (12.5 ) $ (12.4 ) $ (24.9 ) Other comprehensive (loss) income before reclassifications, net of taxes of $0.6 (12.2 ) 0.9 (11.3 ) Amounts reclassified from accumulated other comprehensive loss, net of taxes of $0.5 (1) — 1.0 1.0 Net current-period other comprehensive (loss) income, net of taxes (12.2 ) 1.9 (10.3 ) Ending Balance $ (24.7 ) $ (10.5 ) $ (35.2 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents calculations of net income (loss) per share of common stock: Year Ended December 31, 2017 2016 2015 Net income (loss) attributable to Chart Industries, Inc. $ 28.0 $ 28.2 $ (203.0 ) Net income (loss) attributable to Chart Industries, Inc. per common share: Basic $ 0.91 $ 0.92 $ (6.66 ) Diluted $ 0.89 $ 0.91 $ (6.66 ) Weighted average number of common shares outstanding — basic 30.74 30.58 30.49 Incremental shares issuable upon assumed conversion and exercise of share-based awards 0.60 0.41 — Weighted average number of common shares outstanding — diluted 31.34 30.99 30.49 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Diluted earnings per share does not consider the following potential common shares as the effect would be anti-dilutive: Year Ended December 31, 2017 2016 2015 Share-based awards 0.40 0.56 0.94 Warrants 5.18 3.37 3.37 Total anti-dilutive securities 5.58 3.93 4.31 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before income taxes consists of the following: Year Ended December 31, 2017 2016 2015 United States $ 2.7 $ 40.5 $ (187.2 ) Foreign 10.9 (2.1 ) (14.6 ) Income (loss) before income taxes $ 13.6 $ 38.4 $ (201.8 ) |
Schedule of Components of Income Tax Expense (Benefit) | Significant components of income tax (benefit) expense are as follows: Year Ended December 31, 2017 2016 2015 Current: Federal $ 6.1 $ 10.0 $ 22.9 State and local 0.5 1.0 1.1 Foreign 7.3 5.3 3.1 Total current 13.9 16.3 27.1 Deferred: Federal (28.8 ) (3.3 ) (25.7 ) State and local (0.4 ) (0.2 ) (0.6 ) Foreign (0.6 ) 0.9 1.9 Total deferred (29.8 ) (2.6 ) (24.4 ) Total income tax (benefit) expense $ (15.9 ) $ 13.7 $ 2.7 |
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation of income taxes computed at the U.S. federal statutory tax rate to income tax (benefit) expense is as follows: Year Ended December 31, 2017 2016 2015 Income tax expense (benefit) at U.S. statutory rate $ 4.8 $ 13.4 $ (70.6 ) State income taxes, net of federal tax benefit 0.6 0.7 0.4 Foreign income, net of credit on foreign taxes 8.8 0.2 — Effective tax rate differential of earnings outside of U.S. (0.5 ) 0.5 — Change in valuation allowance 7.8 6.6 5.6 Research & experimentation credits (0.6 ) (0.9 ) (0.9 ) Non-deductible items 0.6 0.7 2.7 Change in uncertain tax positions 0.1 (0.2 ) 0.1 Domestic production activities deduction (0.4 ) (1.2 ) (2.1 ) Tax effect of asset impairments — — 67.3 Tax effect of insurance proceeds — (5.8 ) — Tax effect of 2017 tax reform federal rate change (26.9 ) — — Tax effect of carryforward foreign tax credits (10.3 ) — — Other items 0.1 (0.3 ) 0.2 Income tax (benefit) expense $ (15.9 ) $ 13.7 $ 2.7 |
Schedule of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows: December 31, 2017 2016 Deferred tax assets: Accruals and reserves $ 11.8 $ 24.1 Pensions 2.0 5.3 Inventory 4.3 6.8 Share-based compensation 6.6 9.4 Tax credit carryforwards 16.4 2.2 Foreign net operating loss carryforwards 12.4 5.9 State net operating loss carryforwards 2.0 1.6 Other – net 0.2 0.9 Total deferred tax assets before valuation allowances 55.7 56.2 Valuation allowances (27.2 ) (15.1 ) Total deferred tax assets, net of valuation allowances $ 28.5 $ 41.1 Deferred tax liabilities: Property, plant and equipment $ 15.0 $ 19.4 Goodwill and intangible assets 72.9 22.9 Convertible notes (0.5 ) 1.0 Other – net 2.9 — Total deferred tax liabilities $ 90.3 $ 43.3 Net deferred tax liabilities $ 61.8 $ 2.2 The net deferred tax liability is classified as follows: Other assets (0.7 ) (2.0 ) Long-term deferred tax liabilities 62.5 4.2 Net deferred tax liabilities $ 61.8 $ 2.2 |
Summary of Income Tax Contingencies [Table Text Block] | The reconciliation of beginning to ending unrecognized tax benefits is as follows: Year Ended December 31, 2017 2016 2015 Unrecognized tax benefits at beginning of the year $ 0.8 $ 1.0 $ 0.9 Additions for tax positions of prior years 0.1 — 0.1 Reductions for tax positions of prior years (0.1 ) — — Lapse of statutes of limitation — (0.2 ) — Unrecognized tax benefits at end of the year $ 0.8 $ 0.8 $ 1.0 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic pension expense are as follows : Year Ended December 31, 2017 2016 2015 Interest cost $ 2.2 $ 2.3 $ 2.3 Expected return on plan assets (2.8 ) (2.8 ) (3.2 ) Amortization of net loss 1.2 1.5 1.4 Total net periodic pension expense $ 0.6 $ 1.0 $ 0.5 |
Schedule of Changes in Projected Benefit Obligation and Plan Assets, Funded Status and Amounts Recognized on the Balance Sheet | The changes in the projected benefit obligation and plan assets, the funded status of the plans and the amounts recognized in the consolidated balance sheets are as follows: December 31, 2017 2016 Change in projected benefit obligation: Projected benefit obligation at beginning of year $ 55.5 $ 58.3 Interest cost 2.2 2.3 Benefits paid (2.3 ) (3.9 ) Actuarial gains (losses) 1.6 (1.2 ) Projected benefit obligation at year end $ 57.0 $ 55.5 Change in plan assets: Fair value of plan assets at beginning of year $ 41.1 $ 41.0 Actual return 6.7 3.0 Employer contributions 3.0 1.0 Benefits paid (2.3 ) (3.9 ) Fair value of plan assets at year end $ 48.5 $ 41.1 Funded status (Accrued pension liabilities) (1) $ (8.5 ) $ (14.4 ) Unrecognized actuarial loss recognized in accumulated other comprehensive loss $ 13.2 $ 16.7 |
Schedule of Assumptions Used | The actuarial assumptions used in determining pension plan information are as follows: December 31, 2017 2016 2015 Assumptions used to determine benefit obligation at year end: Discount rate 3.7 % 4.0 % 4.0 % Assumptions used to determine net periodic benefit cost: Discount rate 4.0 % 4.0 % 3.8 % Expected long-term weighted-average rate of return on plan assets 7.0 % 7.0 % 7.3 % |
Schedule of Allocation of Plan Assets [Table Text Block] | The target allocations by asset category and fair values of the plan assets by asset class at December 31 are as follows: Target Allocations by Asset Category Fair Value Total Level 2 Level 3 Plan Assets: 2017 2016 2017 2016 2017 2016 Equity funds 60% – 68% $ 33.0 $ 28.1 $ 33.0 $ 28.1 $ — $ — Fixed income funds 26% – 30% 12.6 11.7 12.6 11.7 — — Other investments 3% – 6% 2.9 1.3 — — 2.9 1.3 Total $ 48.5 $ 41.1 $ 45.6 $ 39.8 $ 2.9 $ 1.3 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table represents changes in the fair value of plan assets categorized as Level 3 from the preceding table: Balance at January 1, 2016 $ 0.3 Purchases, sales and settlements, net (4.2 ) Transfers, net 5.2 Balance at December 31, 2016 $ 1.3 Purchases, sales and settlements, net (2.4 ) Transfers, net 4.0 Balance at December 31, 2017 $ 2.9 |
Schedule of Expected Benefit Payments | The following benefit payments are expected to be paid by the plan in each of the next five years and in the aggregate for the subsequent five years: 2018 $ 2.6 2019 2.8 2020 2.9 2021 3.0 2022 3.1 In aggregate during five years thereafter 16.6 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows: Year Ended December 31, 2017 2016 2015 Weighted-average grant-date fair value per share $ 20.10 $ 10.36 $ 19.04 Expected term (years) 5.4 5.2 5.6 Risk-free interest rate 2.00 % 1.66 % 1.70 % Expected volatility 60.31 % 61.40 % 61.54 % |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | The following table summarizes our stock option activity: December 31, 2017 Number of Shares Weighted-average Exercise Price Aggregate Intrinsic Value Weighted- average Remaining Contractual Term Outstanding at beginning of year 1.11 $ 31.13 Granted 0.32 37.06 Exercised (0.08 ) 25.71 Forfeited / Cancelled (0.10 ) 36.16 Outstanding at end of year 1.25 $ 32.58 $ 21.9 6.4 years Vested and expected to vest at end of year 1.24 $ 32.60 $ 9.4 6.4 years Exercisable at end of year 0.56 $ 36.29 $ 21.7 4.7 years |
Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block] | The following table summarizes our unvested restricted stock and RSUs activity: December 31, 2017 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 0.33 $ 24.06 Granted 0.16 37.13 Forfeited (0.03 ) 26.51 Vested (0.13 ) 28.52 Unvested at end of year 0.33 $ 28.38 |
Performance units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Activity [Table Text Block] | The following table, which is stated at a 100% earned percentage, summarizes our performance units activity: December 31, 2017 Number of Shares Weighted-Average Grant-Date Fair Value Unvested at beginning of year 0.08 $ 31.84 Granted 0.03 38.00 Forfeited / Cancelled (0.01 ) 31.14 Vested (0.02 ) 93.34 Unvested at end of year 0.08 $ 24.81 |
Leveraged Restricted Share Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Activity [Table Text Block] | The following table, which is stated at a 100% earned percentage, summarizes our leveraged restricted share unit awards activity: December 31, 2017 Number of Shares Weighted-average Grant-Date Fair Value Unvested at beginning of year 0.010 $ 106.90 Forfeited / Cancelled (0.005 ) 106.90 Vested (0.005 ) 106.90 Unvested at end of year — $ — |
Lease Commitments (Tables)
Lease Commitments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Operating Leases of Lessee Disclosure | The following table summarizes future minimum lease payments for non-cancelable operating leases as of December 31, 2017 : 2018 $ 9.2 2019 7.1 2020 5.6 2021 4.1 2022 3.8 Thereafter 10.8 Total future minimum lease payments $ 40.6 |
Restructuring Activities (Table
Restructuring Activities (Tables) | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2017, 2016 and 2015: Year Ended December 31, 2017 2016 2015 Severance: Cost of sales $ 0.8 $ 4.2 $ 2.2 Selling, general, and administrative expenses 3.8 5.8 5.2 Total severance costs $ 4.6 $ 10.0 $ 7.4 Other restructuring: Cost of sales $ 4.4 $ 0.2 $ 1.4 Selling, general, and administrative expenses 6.6 0.7 3.4 Total other restructuring costs $ 11.0 $ 0.9 $ 4.8 Total restructuring costs $ 15.6 $ 10.9 $ 12.2 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | The following tables summarize our restructuring activities for the years ended 2017, 2016 and 2015: Twelve Months Ended December 31, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2016 $ 0.1 $ 2.9 $ 1.3 $ 3.0 $ 7.3 Restructuring costs 2.4 2.2 5.0 6.0 15.6 Cash payments (2.5 ) (3.9 ) (6.0 ) (7.9 ) (20.3 ) Acquired restructuring reserve 0.2 — — — 0.2 Balance as of December 31, 2017 $ 0.2 $ 1.2 $ 0.3 $ 1.1 $ 2.8 Twelve Months Ended December 31, 2016 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2015 $ 1.1 $ 3.4 $ 0.4 $ 0.9 $ 5.8 Restructuring costs 1.0 3.8 1.9 4.2 10.9 Cash payments (2.0 ) (4.3 ) (1.0 ) (2.1 ) (9.4 ) Balance as of December 31, 2016 $ 0.1 $ 2.9 $ 1.3 $ 3.0 $ 7.3 Twelve Months Ended December 31, 2015 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Balance as of December 31, 2014 $ — $ — $ — $ — $ — Restructuring costs 1.4 7.7 1.8 1.3 12.2 Cash payments (0.3 ) (4.3 ) (1.4 ) (0.4 ) (6.4 ) Balance as of December 31, 2015 $ 1.1 $ 3.4 $ 0.4 $ 0.9 $ 5.8 |
Segment and Geographic Inform47
Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Year Ended December 31, 2017 Energy & Chemicals Distribution & Storage BioMedical Corporate Total Sales to external customers $ 225.6 $ 540.3 $ 222.9 $ — $ 988.8 Depreciation and amortization expense 15.3 18.8 5.6 2.2 41.9 Operating income (loss) (1) (2) 5.1 66.1 35.5 (64.7 ) 42.0 Total assets 782.9 685.2 165.9 90.7 1,724.7 Capital expenditures 15.5 14.4 3.0 2.3 35.2 Year Ended December 31, 2016 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 154.3 $ 497.1 $ 207.8 $ — $ 859.2 Depreciation and amortization expense 10.0 18.4 6.0 3.1 37.5 Operating income (loss) (1) (3) 13.3 50.4 42.0 (48.3 ) 57.4 Total assets 177.5 657.6 178.7 219.2 1,233.0 Capital expenditures 3.3 11.7 2.3 0.5 17.8 Year Ended December 31, 2015 Energy & Distribution & BioMedical Corporate Total Sales to external customers $ 331.0 $ 487.6 $ 221.6 $ — $ 1,040.2 Depreciation and amortization expense 11.8 18.3 12.0 3.3 45.4 Operating (loss) income (1) (4) (10.0 ) 39.5 (165.3 ) (47.4 ) (183.2 ) Total assets 251.8 689.1 224.4 34.8 1,200.1 Capital expenditures 4.1 36.8 3.9 2.3 47.1 _______________ (1) Includes restructuring costs of $15.6 , $10.9 and $12.2 for the years ended December 31, 2017, 2016 and 2015, respectively. (2) Includes acquisition-related expenses of $10.1 for the year ended December 31, 2017 . (3) During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3 , net of associated legal fees recorded in 2016. The 2016 operating income also includes asset impairment charges of $1.2 attributed to D&S. (4) Includes asset impairment charges of $255.1 for the year ended December 31, 2015, attributed to E&C – $68.8 , D&S – $2.0 , and BioMedical – $184.3 . |
Revenue from External Customers by Products and Services [Table Text Block] | Year Ended December 31, 2017 2016 2015 Energy & Chemicals Natural gas processing (including petrochemical) applications $ 152.9 $ 105.4 $ 180.9 Liquefied natural gas applications 29.5 38.2 136.1 Industrial gas applications 22.4 10.7 14.0 HVAC, power and refining 20.8 — — Total Energy & Chemicals 225.6 154.3 331.0 Distribution & Storage Bulk industrial gas applications 221.9 227.6 203.9 Packaged gas industrial applications 180.7 159.7 167.8 Liquefied natural gas applications 137.7 109.8 115.9 Total Distribution & Storage 540.3 497.1 487.6 BioMedical Respiratory therapy 124.4 118.9 132.3 Cryobiological storage 77.0 70.6 64.6 On-site generation systems 21.5 18.3 24.7 Total BioMedical 222.9 207.8 221.6 Total $ 988.8 $ 859.2 $ 1,040.2 In 2017 and 2015, no one customer accounted for more than 10% of our consolidated sales. In 2016, one customer, Airgas “an Air Liquide company” and Air Liquide, accounted for more than 10% of our consolidated sales. Total sales from this customer represented approximately $98.9 of our 2016 consolidated sales and is attributable to our E&C, D&S and BioMedical segments. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Net sales by geographic area are reported by the destination of sales. Net property, plant and equipment by geographic area are reported by country of domicile. Sales for the Year Ended December 31, 2017 2016 2015 United States $ 526.7 $ 426.0 $ 513.7 Foreign China 110.0 147.7 110.0 Other foreign countries 352.1 285.5 416.5 Total Foreign 462.1 433.2 526.5 Total $ 988.8 $ 859.2 $ 1,040.2 Property, plant and equipment, net as of December 31, 2017 2016 United States $ 177.9 $ 145.0 Foreign China 82.9 75.4 Czech Republic 20.7 18.5 Germany 13.4 11.5 Other foreign countries 2.7 0.6 Total Foreign 119.7 106.0 Total $ 297.6 $ 251.0 |
Quarterly Data (unaudited) (Tab
Quarterly Data (unaudited) (Tables) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | ||
Schedule of Quarterly Financial Information | Selected quarterly data for the years ended December 31, 2017 and 2016 are as follows: Year Ended December 31, 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales (1) $ 204.1 $ 238.2 $ 240.5 $ 306.0 $ 988.8 Gross profit 55.6 63.2 70.4 82.9 272.1 Operating income (1) (2) 0.3 9.9 10.5 21.3 42.0 Net (loss) income (3) (4) (2.9 ) 3.3 2.1 27.0 29.5 Net (loss) income attributable to Chart Industries, Inc. (3) (4) (2.9 ) 2.8 1.5 26.7 28.0 Net (loss) income attributable to Chart Industries, Inc. per share—basic (5) $ (0.09 ) $ 0.09 $ 0.05 $ 0.87 $ 0.91 Net (loss) income attributable to Chart Industries, Inc. per share—diluted (5) (6) $ (0.09 ) $ 0.09 $ 0.05 $ 0.85 $ 0.89 _______________ (1) Hudson, included in these results since the acquisition date, September 20, 2017, added net sales and operating income of $58.0 and $6.4 for the year ended December 31, 2017, including $6.1 and $1.2 in the third quarter and $51.9 and $5.2 in the fourth quarter, respectively. (2) The fourth quarter of 2017 includes additional expense as a result of a litigation award in China. Refer to Note 18, Commitments and Contingencies, for further information. (3) During the fourth quarter of 2017, we recorded a $4.9 loss on extinguishment of debt associated with the repurchase of $192.9 principal amount of our $250.0 2.00% convertible notes due August 2018 and refinance of our senior secured revolving credit facility. (4) The fourth quarter of 2017 includes a one-time $22.5 net favorable tax benefit that was recorded during the fourth quarter of 2017, which resulted from the enactment of the Tax Cuts and Jobs Act. This benefit mainly consisted of a one-time, provisional benefit of $26.9 related to the remeasurement of certain of our deferred tax liabilities using the lower U.S. federal corporate tax rate of 21% . This was partially offset by (i) a one-time, provisional charge of $8.7 related to the deemed repatriation transition tax, which is a tax on previously untaxed accumulated earnings and profits of certain of our foreign subsidiaries, and (ii) a one-time tax expense and tax benefit of $4.5 and $8.7 , respectively, related to our intent to amend pre-acquisition Hudson U.S. federal tax returns. (5) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. (6) Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. | Year Ended December 31, 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Sales $ 193.8 $ 247.1 $ 203.9 $ 214.4 $ 859.2 Gross profit 52.7 87.0 69.6 57.1 266.4 Operating income (1) 0.1 34.9 20.1 2.3 57.4 Net (loss) income (4.7 ) 19.6 13.7 (3.9 ) 24.7 Net (loss) income attributable to Chart Industries, Inc. (4.7 ) 21.2 15.0 (3.3 ) 28.2 Net (loss) income attributable to Chart Industries, Inc. per share—basic (2) $ (0.15 ) $ 0.69 $ 0.49 $ (0.11 ) $ 0.92 Net (loss) income attributable to Chart Industries, Inc. per share—diluted (2) (3) $ (0.15 ) $ 0.68 $ 0.48 $ (0.11 ) $ 0.91 _______________ (1) During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3 , net of associated legal fees recorded in 2016. The 2016 operating income also includes impairment of goodwill and intangible assets totaling $1.2 as described in Note 3 , Asset Impairments , to the consolidated financial statements. (2) Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. (3) Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Nature of Operations and Prin49
Nature of Operations and Principles of Consolidation Details (Details) $ in Millions | Dec. 31, 2017USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restricted Cash and Cash Equivalents | $ 8.8 |
Significant Accounting Polici50
Significant Accounting Policies (Details) € in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017EUR (€) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Guarantor Obligations, Term | 1.5 | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 15.4 | € 14.6 | ||
Shipping and Handling Revenue | 10.2 | $ 8.7 | $ 11.6 | |
Shipping, Handling and Transportation Costs | 13.9 | 12.2 | 15.2 | |
Advertising Expense | 5.1 | 4.7 | 5.1 | |
Research and Development Expense | $ 16 | $ 18.1 | $ 15.8 |
Asset Impairments (Details)
Asset Impairments (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Goodwill and Intangible Asset Impairment | $ 0 | $ 207.6 | ||||
Impairment of Intangible Assets, Finite-lived | 0.5 | 38.1 | ||||
Impairment of Long-Lived Assets Held-for-use | 0.7 | 9.4 | ||||
Asset Impairments Charges and Other PP&E Impairment | $ 0 | 1.2 | 255.1 | |||
Asset impairments | 0 | 1.2 | $ 253.6 | |||
Share Price | $ 17.96 | $ 34.20 | $ 95.64 | |||
Energy & Chemicals [Member] | ||||||
Goodwill and Intangible Asset Impairment | $ 65 | |||||
Impairment of Intangible Assets, Finite-lived | 0 | |||||
Impairment of Long-Lived Assets Held-for-use | 3.8 | 3.8 | ||||
Asset Impairments Charges and Other PP&E Impairment | 68.8 | |||||
Distribution & Storage [Member] | ||||||
Goodwill and Intangible Asset Impairment | 0 | 0.3 | ||||
Impairment of Intangible Assets, Finite-lived | 0.5 | 0 | ||||
Impairment of Long-Lived Assets Held-for-use | 0.7 | 1.7 | [1] | |||
Asset Impairments Charges and Other PP&E Impairment | $ 1.2 | 1.2 | 2 | |||
BioMedical [Member] | ||||||
Goodwill and Intangible Asset Impairment | 142.3 | |||||
Impairment of Intangible Assets, Finite-lived | 38.1 | |||||
Impairment of Long-Lived Assets Held-for-use | 3.9 | 3.9 | ||||
Asset Impairments Charges and Other PP&E Impairment | 184.3 | |||||
Energy & Chemical and BioMedical [Member] | ||||||
Impairment of Long-Lived Assets Held-for-use | $ 7.7 | |||||
Customer Relationships [Member] | ||||||
Impairment of Intangible Assets, Finite-lived | 15.7 | |||||
Unpatented Technology [Member] | ||||||
Impairment of Intangible Assets, Finite-lived | 22.4 | |||||
Cost of Sales [Member] | ||||||
Asset impairments | $ 1.5 | |||||
[1] | Asset impairments of $1.5 were included in cost of sales on the consolidated statement of operations for the year ended December 31, 2015. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Inventory, Raw Materials and Supplies, Gross | $ 97.2 | $ 65.7 |
Inventory, Work in Process, Gross | 37.4 | 31.6 |
Inventory, Finished Goods, Gross | 74.3 | 72.4 |
Inventories, net | 208.9 | 169.7 |
Inventory Valuation Reserves | 8.5 | $ 10.1 |
Hudson [Member] | ||
Inventory [Line Items] | ||
Inventory, Raw Materials and Supplies, Gross | 21.3 | |
Inventories, net | $ 23.1 |
Property, Plant and Equipment53
Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 494.7 | $ 418.7 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (197.1) | (167.7) | |
Property, plant and equipment, net | 297.6 | 251 | |
Depreciation | 26.9 | 25.6 | $ 28.1 |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 231.4 | 163 | |
Land, Buildings and Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 20 years | ||
Land, Buildings and Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 35 years | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 199.7 | 169.4 | |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 12 years | ||
Computer equipment, furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 37 | 35.4 | |
Computer equipment, furniture and fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Computer equipment, furniture and fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 7 years | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 26.6 | 50.9 | |
Distribution & Storage [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Construction in Progress, Gross | $ 46 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Goodwill Beginning | $ 218 | $ 218.4 |
Foreign currency translation adjustments and other | (2.5) | 0.4 |
Goodwill, Acquired During Period | 248.3 | |
Goodwill Ending | 468.8 | 218 |
Goodwill, Impaired, Accumulated Impairment Loss | 195.8 | 195.8 |
Energy & Chemicals [Member] | ||
Goodwill [Line Items] | ||
Goodwill Beginning | 27.9 | 27.9 |
Foreign currency translation adjustments and other | (0.1) | 0 |
Goodwill, Acquired During Period | 247.1 | |
Goodwill Ending | 275.1 | 27.9 |
Goodwill, Impaired, Accumulated Impairment Loss | 64.6 | 64.6 |
Distribution & Storage [Member] | ||
Goodwill [Line Items] | ||
Goodwill Beginning | 165.5 | 165.9 |
Foreign currency translation adjustments and other | (2.5) | 0.4 |
Goodwill, Acquired During Period | 1.2 | |
Goodwill Ending | 169.2 | 165.5 |
Goodwill, Impaired, Accumulated Impairment Loss | 0 | 0 |
BioMedical [Member] | ||
Goodwill [Line Items] | ||
Goodwill Beginning | 24.6 | 24.6 |
Foreign currency translation adjustments and other | 0.1 | 0 |
Goodwill, Acquired During Period | 0 | |
Goodwill Ending | 24.5 | 24.6 |
Goodwill, Impaired, Accumulated Impairment Loss | $ 131.2 | $ 131.2 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | ||
Finite-Lived Intangible Assets, Gross | $ 295 | $ 146.3 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (97.6) | (88.5) | |
Amortization expense | 15 | 11.9 | $ 17.3 |
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 25.8 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 25.4 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 23.4 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 17.3 | ||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 17.1 | ||
Government grants | $ 0.4 | 1.1 | $ 8.7 |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | ||
Finite-Lived Intangible Assets, Gross | $ 246.3 | 119.3 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (88.2) | (81.6) | |
Unpatented Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years | ||
Finite-Lived Intangible Assets, Gross | $ 26.8 | 8.2 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (4.5) | (3.1) | |
Use Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 50 years | ||
Finite-Lived Intangible Assets, Gross | $ 13.4 | 12.7 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (1.2) | (0.9) | |
Use Rights [Member] | Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 50 years | ||
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | ||
Finite-Lived Intangible Assets, Gross | $ 5.5 | 4.9 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (2.9) | (2.2) | |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||
Finite-Lived Intangible Assets, Gross | $ 3 | 1.2 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (0.8) | (0.7) | |
Other Noncurrent Liabilities [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Government grants | 8.7 | 8.2 | |
Other Current Liabilities [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Government grants | $ 0.5 | $ 0.4 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Trademarks and Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 105.1 | $ 35.6 |
Debt And Credit Arrangements Su
Debt And Credit Arrangements Summary of Outstanding Borrowings (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Nov. 05, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | $ 250 | |||
Debt, Long-term and Short-term, Combined Amount, Net of Unamortized Debt Issuance Costs and Debt Discounts | 498.1 | $ 240.2 | ||
Current Maturities Of Long Term Debt Including Short Term Debt | 58.9 | [1] | 6.5 | |
Long-term Debt, Excluding Current Maturities | 439.2 | 233.7 | ||
Convertible Notes, due 2024 [Member] | Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 258.8 | 0 | ||
Debt Instrument, Unamortized Discount | 57.6 | 0 | ||
Unamortized Debt Issuance Expense | 5.1 | 0 | ||
Convertible Debt | 196.1 | 0 | ||
Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Face Amount | 57.1 | 250 | ||
Debt Instrument, Unamortized Discount | 1.9 | 21.9 | ||
Unamortized Debt Issuance Expense | 0.1 | 1.1 | ||
Convertible Debt | $ 184.7 | 227 | ||
Convertible Debt, Current | 55.1 | |||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized Debt Issuance Expense | 2.4 | |||
Long-term Debt, Gross | 239 | |||
Senior Secured Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | 0 | |||
Foreign Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 7.9 | $ 13.2 | ||
[1] | (1) Current maturities at December 31, 2017 includes $55.1 of Convertible notes due August 2018, net of unamortized discount and debt issuance costs. |
Debt And Credit Arrangements 20
Debt And Credit Arrangements 2024 Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2017 | Dec. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||||
Interest Paid | $ 9,300 | $ 5,600 | $ 5,100 | |||
Debt Instrument, Face Amount | $ 250,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | |||||
Share Price | $ 17.96 | $ 34.20 | $ 95.64 | |||
Amortization of Debt Discount (Premium) | $ 12,800 | 12,500 | $ 11,500 | |||
Amortization of Debt Issuance Costs | 1,279 | 1,284 | 1,290 | |||
Payments For Call Options Related to Convertible Debt | 59,500 | 0 | 0 | |||
Proceeds from Issuance of Warrants | 46,000 | 0 | $ 0 | |||
Convertible Notes, due 2024 [Member] | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 258,800 | $ 0 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||
Equivalent Shares Of Common Stock Per 1000 Principal Amount Of Convertible Notes | 17.0285 | |||||
Debt Instrument, Convertible, Conversion Price | $ 58.73 | |||||
Premium Percentage On Shares Issued from Conversion of Convertible Debt | 35.00% | |||||
Share Price | $ 43.50 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 4.80% | |||||
Amortization of Debt Discount (Premium) | $ 1,100 | |||||
Interest Expense, Debt, Excluding Amortization | 400 | |||||
Interest Expense, Debt | 1,500 | |||||
Amortization of Debt Issuance Costs | 100 | |||||
Payments For Call Options Related to Convertible Debt | $ 59,500 | |||||
Number of Shares Underlying Warrants | 4,400,000 | |||||
Proceeds from Issuance of Warrants | $ 46,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 71.775 | |||||
Net Cost of Convertible Note Hedge and Warrants | $ 13,500 | |||||
Liability Component [Member] | Convertible Notes, due 2024 [Member] | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 200,100 | |||||
Debt Issuance Costs, Gross | 5,200 | |||||
Equity Component [Member] | Convertible Notes, due 2024 [Member] | Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 58,700 | |||||
Debt Issuance Costs, Gross | $ 1,500 |
Debt And Credit Arrangements 59
Debt And Credit Arrangements 2018 Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 05, 2017USD ($) | |||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 250,000 | $ 250,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||
Debt Instrument, Repurchase Amount | $ 192,900 | $ 192,900 | |||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | [1] | 60,900 | 60,900 | ||||
Loss on extinguishment of debt | 4,900 | 4,900 | $ 0 | $ 0 | |||
Interest Paid | 9,300 | 5,600 | 5,100 | ||||
Interest accretion of convertible notes discount | 12,800 | 12,500 | 11,500 | ||||
Amortization of Debt Issuance Costs | 1,279 | 1,284 | 1,290 | ||||
Convertible Notes, Due 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 57,100 | 57,100 | |||||
Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 57,100 | $ 57,100 | 250,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 7.90% | 7.90% | |||||
Repayments of Debt | $ 195,900 | ||||||
Debt Instrument, Repurchase Amount | $ 192,900 | 192,900 | |||||
Interest on Convertible Debt, Net of Tax | 1,000 | ||||||
Extinguishment of Debt, Amount | 194,900 | ||||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 57,100 | 57,100 | |||||
Convertible Debt, Current | $ 55,100 | $ 55,100 | |||||
Fair Value Inputs, Discount Rate | 4.80% | ||||||
Convertible Debt | 227,000 | $ 184,700 | |||||
Loss on extinguishment of debt | $ 4,700 | [2] | 0 | 0 | |||
Interest Paid | $ 1,000 | ||||||
Equivalent Shares Of Common Stock Per 1000 Principal Amount Of Convertible Notes | shares | 14.4865 | ||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 69.03 | $ 69.03 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 | ||||||
Debt Instrument, Convertible, Threshold Trading Days | 30 | ||||||
Interest accretion of convertible notes discount | $ 11,800 | 12,500 | 11,500 | ||||
Interest Expense, Debt, Excluding Amortization | 4,300 | 5,000 | 5,000 | ||||
Interest Expense, Debt | 16,100 | 17,500 | 16,500 | ||||
Gain (Loss) on Extinguishment of Debt, before Write off of Debt Issuance Cost | 4,300 | 0 | 0 | ||||
Write off of Deferred Debt Issuance Cost | 400 | 0 | 0 | ||||
Amortization of Debt Issuance Costs | $ 619 | $ 711 | $ 711 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 84.96 | $ 84.96 | |||||
Number of Shares Underlying Warrants | shares | 800,000 | 800,000 | |||||
Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | Liability Component [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of Debt, Amount | $ 189,000 | ||||||
Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | Equity Component [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Extinguishment of Debt, Amount | 5,800 | ||||||
Liability Component [Member] | Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 170,900 | 170,900 | |||||
Equity Component [Member] | Convertible Notes, Due 2018 [Member] | Convertible Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 79,100 | $ 79,100 | |||||
[1] | (1) Includes the $57.1 fully accreted amount of our 2018 Notes and $3.8 current maturities related to foreign facilities. | ||||||
[2] | (1) During the year ended December 31, 2017, we wrote off $0.2 of unamortized debt issuance costs related to our senior secured revolving credit facility. When combined with the total loss on extinguishment associated with the 2018 Notes, consolidated loss on extinguishment is $4.9. |
Debt And Credit Arrangements Se
Debt And Credit Arrangements Senior Secured Revolving Credit Facility (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Amortization of Debt Issuance Costs | $ 1,279,000 | $ 1,284,000 | $ 1,290,000 |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | ||
Borrowings on revolving credit facilities | $ 302,200,000 | 3,800,000 | $ 68,800,000 |
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 | $ 450,000,000 | ||
Long-term Debt, Gross | $ 0 | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Term | 5 years | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 450,000,000 | ||
Write off of Deferred Debt Issuance Cost | $ 200,000 | ||
Line of Credit Facility, Interest Rate Description | Revolving loans under the SSRCF bear interest, at the applicable Borrower’s election, at a rate per annum equal to either (i) the greatest of (a) the Prime Rate (as defined in the SSRCF) in effect on such day, (b) the NYFRB Rate (as defined in the SSRCF) in effect on such day plus 1/2 of 1.0% and (c) the Adjusted LIBOR (as defined in the SSRCF) for a one-month interest period on such day (or if such day is not a business day, the immediately preceding business day) plus 1.0% (the “Adjusted Base Rate”), plus a margin that varies with the Company’s leverage ratio, or (ii) the Adjusted LIBOR (as defined in the SSRCF) for the relevant interest period in effect for day, plus a margin that varies with our leverage ratio. | ||
Debt Instrument, Covenant Description | Significant financial covenants for the SSRCF include a minimum liquidity requirement equal to the principal amount of the 2018 Notes outstanding six months prior to the maturity date of the 2018 Notes and when holders of the 2018 Notes have the option to require us to repurchase the 2018 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 $100.0 or greater. The SSRCF contains a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. At December 31, 2017, we were in compliance with all covenants. | ||
Debt Instrument, Covenant Compliance | At December 31, 2017, we were in compliance with all covenants. | ||
Debt Issuance Costs, Gross | $ 1,600,000 | ||
Unamortized Debt Issuance Expense | 2,400,000 | ||
Amortization of Debt Issuance Costs | 600,000 | ||
Long-term Debt, Gross | $ 239,000,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||
Borrowings on revolving credit facilities | $ 300 | ||
Interest Expense, Debt | 2,700,000 | ||
Letters of Credit Outstanding, Amount | 42,900,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 168,100,000 | ||
Maximum Percentage Of Capital Stock Guaranteed By Company's Material Non-U.S. Subsidiaries For Obligations Under The Senior Credit Facility | 65.00% | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.20% | ||
Line of Credit, Participation Fee Percentage | 1.50% | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | ||
Line of Credit, Participation Fee Percentage | 2.50% | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility Sub-limit - Swingline [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility Sub-limit - Letters of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility Sub-limit - Foreign Currency [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility Sub-limit - Foreign Borrower [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 100,000,000 | ||
Senior Secured Revolving Credit Facility, due 2022 [Member] | Revolving Credit Facility Sub-limit - Expansion Option [Member] | |||
Debt Instrument [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 225,000,000 | ||
Revolving Credit Facility [Member] | Senior Secured Revolving Credit Facility, due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Fronting Fee Percentage Charged For Issuance Of Letters Of Credit | 0.125% |
Debt And Credit Arrangements Fo
Debt And Credit Arrangements Foreign Facilities (Details) € in Millions, ¥ in Millions, CZK in Millions, $ in Millions | 12 Months Ended | ||||
Dec. 31, 2017CNY (¥) | Dec. 31, 2017USD ($) | Dec. 31, 2017CZK | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||
Short-term Debt | $ 58.9 | $ 6.5 | |||
Debt Instrument, Face Amount | 250 | ||||
China Facilities [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | ¥ 50 | 7.7 | |||
CCDEC Facility [Member] | Line of Credit - Working Capital [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 30 | 4.6 | |||
Short-term Debt | ¥ 2.3 | $ 15 | |||
Short-term Debt, Weighted Average Interest Rate, at Point in Time | 4.35% | 4.35% | 4.35% | 4.35% | |
CCESC Term Loan Maturing May 26, 2024 [Member] | Long-term Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | ¥ 86.6 | $ 13.3 | |||
Debt Instrument, Periodic Payment, Principal | ¥ | 10 | ||||
Long-term Debt | ¥ 36.6 | $ 5.6 | |||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.39% | 5.39% | 5.39% | 5.39% | |
Ferox Secured Facility A1 Facility [Member] | Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5.9 | CZK 125 | |||
Ferox Secured Facility A1 Facility [Member] | Secured Debt [Member] | Maximum [Member] | |||||
Debt Instrument [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% | |
Ferox Secured Facility B2facilities [Member] | Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 6.7 | € 5.6 | |||
Ferox Secured Facility B2facilities [Member] | Secured Debt [Member] | Maximum [Member] | |||||
Debt Instrument [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% | |
Ferox Secured Facilities A and B Member [Member] | Secured Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Bank Guarantees Supported By Credit Facilities | $ 7 | CZK 147.8 | |||
Chart Luxembourg Facility [Member] | Overdraft Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 5 | ||||
Chart Cryogenic Engineering Systems Co., Ltd. [Member] | China Facilities [Member] | Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Bank Guarantees Supported By Credit Facilities | ¥ 1.6 | $ 0.3 |
Debt And Credit Arrangements Sc
Debt And Credit Arrangements Scheduled Annual Maturities (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | [1] | $ 60.9 | ||
Long-term Debt, Maturities, Repayments of Principal in Year Two | 4.1 | |||
Long-term Debt, Maturities, Repayments of Principal in Year Five | 239 | |||
Long-term Debt, Maturities, Repayments of Principal after Year Five | 258.8 | |||
Long Term Debt Maturities Total Repayments Due | 562.8 | |||
Interest Paid | 9.3 | $ 5.6 | $ 5.1 | |
Convertible Notes, Due 2018 [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | 57.1 | |||
Foreign Facilities [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 3.8 | |||
[1] | (1) Includes the $57.1 fully accreted amount of our 2018 Notes and $3.8 current maturities related to foreign facilities. |
Debt And Credit Arrangements Le
Debt And Credit Arrangements Letters of Credit (Details) - Energy & Chemicals [Member] $ in Millions | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Restricted Cash and Investments, Noncurrent | $ 6.4 |
Other Current Assets [Member] | |
Debt Instrument [Line Items] | |
Restricted Cash and Investments, Noncurrent | 5.4 |
Other Assets [Member] | |
Debt Instrument [Line Items] | |
Restricted Cash and Investments, Noncurrent | $ 1 |
Debt And Credit Arrangements Fa
Debt And Credit Arrangements Fair Value Disclosures about Debt (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Debt Instrument, Fair Value Disclosure, Narrative | The fair value of the 2024 Notes was approximately 105% of their par value as of December 31, 2017. The fair value of the 2018 Notes was approximately 99% of their par value as of December 31, 2017 and approximately 96% of their par value as of December 31, 2016. The 2024 Notes and 2018 Notes are actively quoted instruments and, accordingly, the fair values of the 2024 Notes and 2018 Notes were determined using Level 1 inputs as defined in Note 11. |
Financial Instruments and Der65
Financial Instruments and Derivative Financial Instruments Concentration of Credit Risks (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Concentration Risk, Customer Balance | $ 98.9 | ||
Concentration Risk, Benchmark Description | No single customer exceeded ten percent of consolidated sales in 2017. | One customer exceeded ten percent of consolidated sales in 2016. | No single customer exceeded ten percent of consolidated sales in 2015. |
Geographic Concentration Risk [Member] | |||
Derivative [Line Items] | |||
Concentration Risk, Percentage | 47.00% | 50.00% | 51.00% |
Customer Concentration Risk [Member] | |||
Derivative [Line Items] | |||
Concentration Risk, Percentage | 35.00% | 38.00% | 36.00% |
Financial Instruments and Der66
Financial Instruments and Derivative Financial Instruments Foreign Currency Forward Contracts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative [Line Items] | |||
Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives | $ 0.5 | $ (0.8) | $ 2.7 |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Product Warranty Liability [Line Items] | |||
Standard Product Warranty Accrual Beginning | $ 18.3 | $ 21 | $ 24.2 |
Standard Product Warranty Accrual, Warranties Issued | 7.1 | 8.8 | 13.7 |
Standard Product Warranty Accrual, Additions from Business Acquisition | 0.9 | 0 | 0 |
Standard Product Warranty Accrual, Period Increase (Decrease) | 2.1 | 1.2 | 3 |
Standard Product Warranty Accrual, Payments | (11.7) | (12.7) | (19.9) |
Standard Product Warranty Accrual Ending | $ 16.7 | 18.3 | $ 21 |
BioMedical [Member] | Cost of Sales [Member] | |||
Product Warranty Liability [Line Items] | |||
Product Warranty Expense | $ 15.2 |
Business Combinations Hudson Na
Business Combinations Hudson Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Business Acquisition [Line Items] | |||||||||||||||||
Borrowings on revolving credit facilities | $ 302.2 | $ 3.8 | $ 68.8 | ||||||||||||||
Sales | $ 306 | [1] | $ 240.5 | [1] | $ 238.2 | $ 204.1 | $ 214.4 | $ 203.9 | $ 247.1 | $ 193.8 | 988.8 | [1] | 859.2 | 1,040.2 | |||
Operating Income (Loss) | 21.3 | [1],[2] | 10.5 | [1] | $ 9.9 | $ 0.3 | $ 2.3 | $ 20.1 | [3] | $ 34.9 | $ 0.1 | 42 | [1],[2],[4],[5] | 57.4 | [5],[6] | (183.2) | [5],[7] |
Amortization expense | 15 | $ 11.9 | $ 17.3 | ||||||||||||||
Business Combination, Acquisition Related Costs | 10.1 | ||||||||||||||||
Hudson [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred | 419.5 | ||||||||||||||||
Business Combination Consideration Transferred Estimated Working Capital Amount credit | 6 | ||||||||||||||||
Business Combination, Consideration Transferred, Acquisition-related Tax Benefits (credit) | 3.5 | ||||||||||||||||
Borrowings on revolving credit facilities | 300 | ||||||||||||||||
Sales | 51.9 | 6.1 | 58 | ||||||||||||||
Operating Income (Loss) | $ 5.2 | $ 1.2 | 6.4 | ||||||||||||||
Amortization expense | 3.3 | ||||||||||||||||
Business Combination, Acquisition Related Costs | $ 9 | ||||||||||||||||
Minimum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||||||||||||||||
Minimum [Member] | Hudson [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | ||||||||||||||||
Maximum [Member] | Hudson [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||||||||||||
[1] | Hudson, included in these results since the acquisition date, September 20, 2017, added net sales and operating income of $58.0 and $6.4 for the year ended December 31, 2017, including $6.1 and $1.2 in the third quarter and $51.9 and $5.2 in the fourth quarter, respectively. | ||||||||||||||||
[2] | The fourth quarter of 2017 includes additional expense as a result of a litigation award in China. Refer to Note 18, Commitments and Contingencies, for further information. | ||||||||||||||||
[3] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes impairment of goodwill and intangible assets totaling $1.2 as described in Note 3, Asset Impairments, to the consolidated financial statements. | ||||||||||||||||
[4] | Includes acquisition-related expenses of $10.1 for the year ended December 31, 2017. | ||||||||||||||||
[5] | Includes restructuring costs of $15.6, $10.9 and $12.2 for the years ended December 31, 2017, 2016 and 2015, respectively | ||||||||||||||||
[6] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes asset impairment charges of $1.2 attributed to D&S. | ||||||||||||||||
[7] | Includes asset impairment charges of $255.1 for the year ended December 31, 2015, attributed to E&C – $68.8, D&S – $2.0, and BioMedical – $184.3. |
Business Combinations Hudson Ne
Business Combinations Hudson Net Assets Acquired (Details) - USD ($) $ in Millions | 3 Months Ended | |||||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 20, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 468.8 | $ 218 | $ 218.4 | |||
Restricted Cash and Cash Equivalents | 8.8 | |||||
Hudson [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 238.3 | $ 227.4 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Goodwill | 10.9 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 211 | 202 | $ 211 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 9 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 34.6 | 34.6 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 29.4 | 30.6 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 1.2 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 26.5 | 24.9 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Inventory | 1.6 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 8.1 | [1] | 9.3 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other current assets | 1.2 | |||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Unbilled Contract Revenue | 4.9 | 4.6 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Unbilled contract revenue | 0.3 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 2.9 | 2.9 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 0.9 | 0.9 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | 87.6 | 68.6 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred tax liabilities | 19 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | 21.2 | 21.2 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Customer Advances and Billings In Excess of Contract Revenue | 17.4 | 16.9 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Customer advances and billings in excess of contract revenue | 0.5 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities Accrued Salaries Wages and Benefits | 4.4 | 4.4 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | 3.8 | 4 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other current liabilities | 0.2 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 1.9 | 1.9 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities Current portion of warranty reserve | 0.8 | 0.8 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 419.5 | $ 419.4 | ||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 0.1 | |||||
Restricted Cash and Cash Equivalents | $ 2.3 | |||||
[1] | (1) Pursuant to the provisions of the Merger Agreement, Hudson deposited $2.3 into a Rabbi Trust which represents amounts payable to eligible parties under Long-Term Incentive Agreements. This balance is treated as restricted cash and restricted cash equivalents in the consolidated balance sheets and is classified as other current assets. |
Business Combinations Hudson In
Business Combinations Hudson Intangible Assets Acquired (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2017 | Sep. 20, 2017 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | |||
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 | 12 years | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 141.7 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | 69.3 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 211 | $ 202 | 211 | |
Hudson [Member] | Customer Relationships [Member] | ||||
Acquired Finite-Lived Intangible Assets [Line Items] | ||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 122.1 | |||
Hudson [Member] | Unpatented Technology [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 | 18.3 | |||
Hudson [Member] | Order or Production 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] | $ 1.3 | ||
[1] | (1) Customer backlog acquired is included in “Patents and other” in Note 6. Goodwill and Intangible Assets. |
Business Combinations Hudson Su
Business Combinations Hudson Supplemental Pro Forma Information (Details) - Hudson [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Pro Forma Adjustment, nonrecurring acquisition-related expenses incurred by Hudson | $ 16.5 | |
Pro Forma Adjustment, nonrecurring acquisition-related expenses incurred by Chart | 9 | |
Business Acquisition, Pro Forma Revenue | 1,130 | $ 1,029 |
Business Acquisition, Pro Forma Net Income (Loss) | $ 16.8 | $ 17.1 |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $ 0.55 | $ 0.56 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $ 0.54 | $ 0.55 |
Business Combinations VCT Vogel
Business Combinations VCT Vogel GmbH (Details) - VCT Vogel GmbH [Member] € in Millions, $ in Millions | Aug. 31, 2017USD ($) | Aug. 31, 2017EUR (€) |
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 4.2 | € 3.6 |
VCT Vogel Purchase Price Hold Back Amount | $ 0.4 | € 0.4 |
Business Combinations Hetsco Ac
Business Combinations Hetsco Acquisition (Details) - USD ($) $ in Millions | 9 Months Ended | ||||
Dec. 31, 2017 | Mar. 31, 2017 | Jan. 13, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 468.8 | $ 218 | $ 218.4 | ||
Hetsco [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Goodwill | 8.8 | $ 10.1 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Goodwill | (1.3) | ||||
Customer relationships acquired | 8.1 | 7.3 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | 0.8 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1.2 | 1.2 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 4.7 | 4.6 | |||
Business Combination Provisional Information Initial Accounting Incomplete, other net assets | 0.1 | ||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | 22.8 | $ 23.2 | |||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ (0.4) |
Business Combinations Contingen
Business Combinations Contingent Consideration (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combination, Contingent Consideration, Liability | $ 0.3 | $ 1.9 | $ 1.8 | $ 1.1 |
Business Combination, Contingent Consideration, Inception Amount Recorded During Reporting Period | 1.8 | 1.8 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1.6 | 0.1 | 0.5 | |
Payment for Contingent Consideration Liability, Investing Activities | 0.6 | |||
Minimum [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 0 | |||
Maximum [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 11.3 | |||
Distribution & Storage [Member] | ||||
Business Combination, Contingent Consideration, Liability | 0.3 | 1.9 | 1.8 | 0 |
Business Combination, Contingent Consideration, Inception Amount Recorded During Reporting Period | 1.8 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1.6 | 0.1 | 0 | |
Payment for Contingent Consideration Liability, Investing Activities | 0 | |||
BioMedical [Member] | ||||
Business Combination, Contingent Consideration, Liability | 0 | 0 | 0 | $ 1.1 |
Business Combination, Contingent Consideration, Inception Amount Recorded During Reporting Period | 0 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 0 | $ 0 | 0.5 | |
Payment for Contingent Consideration Liability, Investing Activities | $ 0.6 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency forward contracts | $ 0.1 | ||
Total financial assets | 0.1 | ||
Foreign currency forward contracts | $ 0.1 | ||
Contingent consideration liabilities | 0.3 | 1.9 | |
Total financial liabilities | 0.3 | 2 | |
Asset impairments | 0 | 1.2 | $ 253.6 |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency forward contracts | 0.1 | ||
Total financial assets | 0.1 | ||
Foreign currency forward contracts | 0.1 | ||
Contingent consideration liabilities | 0 | 0 | |
Total financial liabilities | 0 | 0.1 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency forward contracts | 0 | ||
Total financial assets | 0 | ||
Foreign currency forward contracts | 0 | ||
Contingent consideration liabilities | 0.3 | 1.9 | |
Total financial liabilities | $ 0.3 | $ 1.9 |
Accumulated Other Comprehensi76
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax Beginning | $ (35.2) | $ (24.9) | ||
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 25 | (11.3) | ||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 2.1 | 1 | ||
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 27.1 | (10.3) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax Ending | (8.1) | (35.2) | ||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss) Arising During Period, Tax | 2.9 | 0.6 | ||
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent | 0.4 | 0.5 | ||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax Beginning | (24.7) | (12.5) | ||
OCI, before Reclassifications, Net of Tax, Attributable to Parent | 25.6 | (12.2) | ||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 1.3 | [1] | 0 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 26.9 | (12.2) | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax Ending | 2.2 | (24.7) | ||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax Beginning | (10.5) | (12.4) | ||
OCI, before Reclassifications, Net of Tax, Attributable to Parent | (0.5) | 0.9 | ||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | [2] | 0.8 | 1 | |
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent | 0.3 | 1.9 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax Ending | (10.2) | (10.5) | ||
Selling, General and Administrative Expenses [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax | 0.7 | 0.9 | ||
Cost of Sales [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, before Tax | $ 0.5 | $ 0.6 | ||
[1] | For the year ended December 31, 2017, $1.3 was reclassified from accumulated other comprehensive loss to foreign currency loss in the 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 ($0.5 and $0.6 for the years ended December 31, 2017 and 2016, respectively) and selling, general and administrative expenses ($0.7 and $0.9 for the years ended December 31, 2017 and 2016, respectively) in the consolidated statements of operations. |
Earnings Per Share Earnings Per
Earnings Per Share Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Net income (loss) attributable to Chart Industries, Inc. | $ 26.7 | [1],[2] | $ 1.5 | $ 2.8 | $ (2.9) | $ (3.3) | $ 15 | $ 21.2 | $ (4.7) | $ 28 | $ 28.2 | $ (203) | ||
Basic | $ 0.87 | $ 0.05 | $ 0.09 | $ (0.09) | $ (0.11) | $ 0.49 | $ 0.69 | $ (0.15) | $ 0.91 | [3] | $ 0.92 | [4] | $ (6.66) | |
Diluted | $ 0.85 | $ 0.05 | $ 0.09 | $ (0.09) | $ (0.11) | $ 0.48 | $ 0.68 | $ (0.15) | $ 0.89 | [3],[5] | $ 0.91 | [4],[6] | $ (6.66) | |
Weighted Average Number of Shares Outstanding, Basic | 30,740 | 30,580 | 30,490 | |||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 600 | 410 | 0 | |||||||||||
Weighted Average Number of Shares Outstanding, Diluted | 31,340 | 30,990 | 30,490 | |||||||||||
[1] | During the fourth quarter of 2017, we recorded a $4.9 loss on extinguishment of debt associated with the repurchase of $192.9 principal amount of our $250.0 2.00% convertible notes due August 2018 and refinance of our senior secured revolving credit facility. | |||||||||||||
[2] | The fourth quarter of 2017 includes a one-time $22.5 net favorable tax benefit that was recorded during the fourth quarter of 2017, which resulted from the enactment of the Tax Cuts and Jobs Act. This benefit mainly consisted of a one-time, provisional benefit of $26.9 related to the remeasurement of certain of our deferred tax liabilities using the lower U.S. federal corporate tax rate of 21%. This was partially offset by (i) a one-time, provisional charge of $8.7 related to the deemed repatriation transition tax, which is a tax on previously untaxed accumulated earnings and profits of certain of our foreign subsidiaries, and (ii) a one-time tax expense and tax benefit of $4.5 and $8.7, respectively, related to our intent to amend pre-acquisition Hudson U.S. federal tax returns. | |||||||||||||
[3] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | |||||||||||||
[4] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | |||||||||||||
[5] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. | |||||||||||||
[6] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Earnings Per Share Antidilutive
Earnings Per Share Antidilutive Securities (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,580 | 3,930 | 4,310 |
Stock Incentive Plans [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 400 | 560 | 940 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,180 | 3,370 | 3,370 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Contingency [Line Items] | |||
Income Tax Examination, Penalties and Interest Accrued | $ 0.1 | $ 0.1 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | (26.9) | 0 | $ 0 |
Income Tax Expense (Benefit) | (15.9) | 13.7 | 2.7 |
Income before taxes | |||
United States | 2.7 | 40.5 | (187.2) |
Foreign | 10.9 | (2.1) | (14.6) |
Income (loss) before income taxes | 13.6 | 38.4 | (201.8) |
Current: | |||
Federal | 6.1 | 10 | 22.9 |
State | 0.5 | 1 | 1.1 |
Foreign | 7.3 | 5.3 | 3.1 |
Current income tax expense (benefit) | 13.9 | 16.3 | 27.1 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | (28.8) | (3.3) | (25.7) |
State and local | (0.4) | (0.2) | (0.6) |
Foreign | (0.6) | 0.9 | 1.9 |
Deferred income tax expense (benefit) | (29.8) | (2.6) | (24.4) |
Effective Tax Rate Reconciliation | |||
Income tax expense (benefit) at U.S. statutory rate | 4.8 | 13.4 | (70.6) |
State income taxes, net of federal tax benefit | 0.6 | 0.7 | 0.4 |
Foreign income, net of credit on foreign taxes | 8.8 | 0.2 | 0 |
Effective tax rate differential of earnings outside of U.S. | (0.5) | 0.5 | 0 |
Change in valuation allowance | 7.8 | 6.6 | (5.6) |
Research & experimentation credits | (0.6) | (0.9) | (0.9) |
Non-deductible items | 0.6 | 0.7 | 2.7 |
Change in uncertain tax positions | 0.1 | (0.2) | 0.1 |
Domestic production activities deduction | (0.4) | (1.2) | (2.1) |
Tax effect of asset impairments | 0 | 0 | 67.3 |
Effective Income Tax Rate Reconciliation, Insurance Proceeds | 0 | (5.8) | 0 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | (10.3) | 0 | 0 |
Other items | 0.1 | (0.3) | 0.2 |
Deferred tax assets: | |||
Accruals and reserves | 11.8 | 24.1 | |
Pensions | 2 | 5.3 | |
Inventory | 4.3 | 6.8 | |
Stock options | 6.6 | 9.4 | |
Tax credit carryforwards | 16.4 | 2.2 | |
Foreign net operating loss carryforwards | 12.4 | 5.9 | |
State net operating loss carryforward | 2 | 1.6 | |
Other - net | 0.2 | 0.9 | |
Total deferred tax assets before valuation allowance | 55.7 | 56.2 | |
Valuation allowance | (27.2) | (15.1) | |
Total deferred tax assets, net of valuation allowance | 28.5 | 41.1 | |
Deferred tax liabilities: | |||
Property, plant and equipment | 15 | 19.4 | |
Intangibles | 72.9 | 22.9 | |
Deferred Tax Liabilities, Convertible Notes | (0.5) | 1 | |
Deferred Tax Liabilities, Other | 2.9 | 0 | |
Deferred Tax Liabilities, Gross, Noncurrent | 90.3 | 43.3 | |
Total deferred tax liabilities | 61.8 | 2.2 | |
Deferred Tax Assets, Net, Noncurrent | (0.7) | (2) | |
Long-term deferred tax liabilities | 62.5 | 4.2 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits Ending Balance Beginning | 0.8 | 1 | 0.9 |
Additions for tax positions of prior years | 0.1 | 0 | 0.1 |
Reductions for tax positions of prior years | (0.1) | 0 | 0 |
Lapse of statutes of limitation | 0 | (0.2) | 0 |
Unrecognized Tax Benefits Ending Balance Ending | 0.8 | 0.8 | 1 |
Undistributed Earnings of Foreign Subsidiaries | 190.4 | ||
Tax Cuts and Jobs Act Undistributed Foreign Earnings | 200 | ||
Foreign Earnings Repatriated | 50 | ||
Income Taxes Paid | 15.4 | 17.6 | $ 30.5 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0.6 | $ 0.6 | |
Net favorable tax benefit due to tax reform | 22.5 | ||
Deferred income taxes, Deferred tax liabilities provisional decrease | $ (26.9) | ||
Effective income tax rate Jan 1 2018 after tax reform | 21.00% | ||
Provisional Tax Expense for Repatriation Transition Tax | $ 8.7 | ||
One time tax expense, intent to amend Hudson returns | 4.5 | ||
One time tax benefit, intent to amend Hudson returns | 8.7 | ||
Deferred income taxes, Deferred tax liabilities provisional decrease due to tax reform | $ (26.9) |
Income Taxes Operating Loss Car
Income Taxes Operating Loss Carryforwards (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
State net operating losses usable after limitations from Internal Revenue Code 382 | $ 15.9 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local, Gross | 2.5 | |
Valuation allowance | 27.2 | $ 15.1 |
Foreign net operating loss carryforwards | 12.4 | $ 5.9 |
Investment Tax Credit | 1 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 2.2 | |
Foreign Country [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | 12.1 | |
Foreign operating losses available to carryforward | 70.8 | |
Foreign operating losses expiring between 2014 and 2016 | 67.6 | |
Foreign operating losses to be carried forward indefinitely | $ 3.2 |
Employee Benefit Plans Employee
Employee Benefit Plans Employee Benefit Plans - Various (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Components of net periodic pension expense: | ||||
Interest cost | $ 2.2 | $ 2.3 | $ 2.3 | |
Expected return on plan assets | (2.8) | (2.8) | (3.2) | |
Amortization of net loss | 1.2 | 1.5 | 1.4 | |
Total net periodic pension expense | 0.6 | 1 | 0.5 | |
Change in projected benefit obligation: | ||||
Projected benefit obligation at beginning of year | 55.5 | 58.3 | ||
Interest cost | 2.2 | 2.3 | 2.3 | |
Defined Benefit Plan, Benefit Obligation, Benefits Paid | (2.3) | (3.9) | ||
Actuarial gains (losses) | 1.6 | (1.2) | ||
Projected benefit obligation at year end | 57 | 55.5 | 58.3 | |
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 41.1 | 41 | ||
Actual return | 6.7 | 3 | ||
Employer contributions | 3 | 1 | ||
Fair value of plan assets at year end | 48.5 | 41.1 | $ 41 | |
Funded status (Accrued pension liabilities) (1) | (8.5) | [1] | (14.4) | |
Unrecognized actuarial loss recognized in accumulated other comprehensive loss | 13.2 | $ 16.7 | ||
Defined Benefit Plan, Amortization of Net Gains (Losses) | $ 0.9 | |||
Assumptions used to determine benefit obligation at year end: | ||||
Discount rate | 3.70% | 4.00% | 4.00% | |
Assumptions used to determine net periodic benefit cost: | ||||
Discount rate | 4.00% | 4.00% | 3.80% | |
Expected long-term weighted-average rate of return on plan assets | 7.00% | 7.00% | 7.30% | |
Expected future benefit payments | ||||
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months | $ 2.6 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Year Two | 2.8 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Year Three | 2.9 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Year Four | 3 | |||
Defined Benefit Plan, Expected Future Benefit Payment, Year Five | 3.1 | |||
In aggregate during five years thereafter | 16.6 | |||
Multiemployer Plan, Contributions by Employer | 0.3 | $ 0.3 | $ 0.7 | |
Defined contribution expense | 9.7 | 10 | 10.8 | |
Deferred Compensation Arrangement with Individual, Compensation Expense | 0.5 | 0.3 | $ 0.3 | |
Equity Funds [Member] | ||||
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 28.1 | |||
Fair value of plan assets at year end | 33 | 28.1 | ||
Fixed Income Funds [Member] | ||||
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 11.7 | |||
Fair value of plan assets at year end | 12.6 | 11.7 | ||
Other Investments [Member] | ||||
Change in plan assets: | ||||
Fair value of plan assets at beginning of year | 1.3 | |||
Fair value of plan assets at year end | $ 2.9 | $ 1.3 | ||
Minimum [Member] | Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Target Allocation Percentage | 60.00% | |||
Minimum [Member] | Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Target Allocation Percentage | 26.00% | |||
Minimum [Member] | Other Investments [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Target Allocation Percentage | 3.00% | |||
Maximum [Member] | Equity Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Target Allocation Percentage | 68.00% | |||
Maximum [Member] | Fixed Income Funds [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Target Allocation Percentage | 30.00% | |||
Maximum [Member] | Other Investments [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Defined Benefit Plan, Target Allocation Percentage | 6.00% | |||
[1] | (1) Accrued pension liabilities on the December 31, 2017 consolidated balance sheet includes $0.9 related to Hudson, which is not included in the table above. |
Employee Benefit Plans Defined
Employee Benefit Plans Defined Benefit Plan - Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 48.5 | $ 41.1 | $ 41 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value, Beginning Balance | 1.3 | 0.3 | |
Purchases, sales and settlements, net | (2.4) | (4.2) | |
Transfers, net | 4 | 5.2 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value, Ending Balance | 2.9 | 1.3 | |
Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 45.6 | 39.8 | |
Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 2.9 | 1.3 | |
Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 33 | 28.1 | |
Equity Funds [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 33 | 28.1 | |
Equity Funds [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Fixed Income Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 12.6 | 11.7 | |
Fixed Income Funds [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 12.6 | 11.7 | |
Fixed Income Funds [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Other Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 2.9 | 1.3 | |
Other Investments [Member] | Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | 0 | 0 | |
Other Investments [Member] | Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Fair Value of Plan Assets | $ 2.9 | $ 1.3 | |
Minimum [Member] | Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 60.00% | ||
Minimum [Member] | Fixed Income Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 26.00% | ||
Minimum [Member] | Other Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 3.00% | ||
Maximum [Member] | Equity Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 68.00% | ||
Maximum [Member] | Fixed Income Funds [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 30.00% | ||
Maximum [Member] | Other Investments [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Defined Benefit Plan, Target Allocation Percentage | 6.00% |
Employee Benefit Plans Hudson D
Employee Benefit Plans Hudson Defined Benefit Plan (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Defined Benefit Plan, Benefit Obligation | $ 57 | $ 55.5 | $ 58.3 | ||
Defined Benefit Plan, Fair Value of Plan Assets | (48.5) | (41.1) | $ (41) | ||
Defined Benefit Plan, Funded (Unfunded) Status of Plan | (8.5) | [1] | $ (14.4) | ||
Hudson [Member] | |||||
Defined Benefit Plan, Benefit Obligation | 2.8 | ||||
Defined Benefit Plan, Fair Value of Plan Assets | (1.9) | ||||
Defined Benefit Plan, Funded (Unfunded) Status of Plan | [1] | $ 0.9 | |||
[1] | (1) Accrued pension liabilities on the December 31, 2017 consolidated balance sheet includes $0.9 related to Hudson, which is not included in the table above. |
Share-based Compensation Overal
Share-based Compensation Overall (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Expense | $ 11.1 | $ 10.7 | $ 11.3 |
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | $ (1.7) | (0.9) | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5.8 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,250 | 1,110 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 2.4 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 161 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 330 | 330 | |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 2.6 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 303 days | ||
Performance units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 80 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 0.8 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 230 days | ||
Leveraged Restricted Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 0 | 10 | |
2017 Omnibus Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,700 | ||
Nonvested, shares | 10 | ||
Omnibus Equity Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,350 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,200 | ||
Omnibus Equity Plan [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 320 | ||
Omnibus Equity Plan [Member] | Performance units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonvested, shares | 80 | ||
Stock Incentive Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,420 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 60 | ||
Additional Paid-in Capital [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | $ (1.7) | $ (0.9) |
Share-based Compensation Stock
Share-based Compensation Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5.8 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant-date fair value per share | $ 20.10 | $ 10.36 | $ 19.04 |
Expected term (years) | 5 years 146 days | 5 years 72 days | 5 years 219 days |
Risk-free interest rate | 2.00% | 1.66% | 1.70% |
Expected volatility | 60.31% | 61.40% | 61.54% |
Award vesting period | 4 years | ||
Contractual Term | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding at beginning of period, shares | 1,110 | ||
Outstanding at beginning of period, price | $ 31.13 | ||
Granted, shares | 320 | ||
Granted, price | $ 37.06 | ||
Exercised | (80) | ||
Exercised, price | $ 25.71 | ||
Forfeited / Cancelled, shares | (100) | ||
Forfeited / Cancelled, price | $ 36.16 | ||
Outstanding at end of period, shares | 1,250 | 1,110 | |
Outstanding at end of period, price | $ 32.58 | $ 31.13 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 21.9 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 157 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,240 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 32.60 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 9.4 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 6 years 146 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 560 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 36.29 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 21.7 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 4 years 245 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 161 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 2.4 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 1.2 | $ 0.2 | $ 0.7 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 3.4 | $ 3.9 | $ 3.6 |
Share-based Compensation Restri
Share-based Compensation Restricted Stock (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5.8 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 330 | 330 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 28.38 | $ 24.06 | |
Granted, shares | 160 | ||
Granted, Weighted Average Grant Date Fair Value | $ 37.13 | $ 19.08 | $ 34.15 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (30) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 26.51 | ||
Vested, shares | (130) | ||
Vested, Weighted Average Grant Date Fair Value | $ 28.52 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 303 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 2.6 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 4.8 | $ 1.2 | $ 1.6 |
Share-based Compensation Perfor
Share-based Compensation Performance Units (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 5.8 | ||
Performance units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 80 | ||
Nonvested, Weighted Average Grant Date Fair Value | $ 24.81 | $ 31.84 | |
Granted, shares | 30 | ||
Granted, Weighted Average Grant Date Fair Value | $ 38 | $ 19.94 | $ 28.25 |
Vested, shares | (20) | ||
Vested, Weighted Average Grant Date Fair Value | $ 93.34 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 1 year 230 days | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 0.8 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0.8 | $ 1.8 | $ 0.8 |
Performance units [Member] | 2015 PSU [Member] [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 0.00% | ||
Performance units [Member] | 2015 PSU [Member] [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 200.00% | ||
Performance units [Member] | 2016 PSU [Member] [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 0.00% | ||
Performance units [Member] | 2016 PSU [Member] [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 200.00% | ||
Performance units [Member] | 2017 Performance Units [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 0.00% | ||
Performance units [Member] | 2017 Performance Units [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Performance Share Units Earned Out Of Performance Share Units Granted | 200.00% | ||
Performance Based Stock Awards [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 | (10) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 31.14 | ||
Leveraged Restricted Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 0 | 10 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 0 | $ 106.90 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (5) | ||
Vested, shares | (5) | ||
Vested, Weighted Average Grant Date Fair Value | $ 106.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 0.2 | $ 1 | $ 0.6 |
Share-based Compensation Levera
Share-based Compensation Leveraged Restricted Share Awards (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 330 | 330 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 28.38 | $ 24.06 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (30) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ 26.51 | ||
Vested, shares | (130) | ||
Vested, Weighted Average Grant Date Fair Value | $ 28.52 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 4,800,000 | $ 1,200,000 | $ 1,600,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 160 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 37.13 | $ 19.08 | $ 34.15 |
Leveraged Restricted Share Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Nonvested, shares | 0 | 10 | |
Nonvested, Weighted Average Grant Date Fair Value | $ 0 | $ 106.90 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | (5) | ||
Share-Based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited, Weighted Average Grant Date Fair Value | $ 106.90 | ||
Vested, shares | (5) | ||
Vested, Weighted Average Grant Date Fair Value | $ 106.90 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 200,000 | $ 1,000,000 | $ 600,000 |
Leveraged Restricted Share Awards [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Leveraged Restricted Share Units Earned Out Of Leveraged Restricted Share Units Granted | 50.00% | ||
Leveraged Restricted Share Awards [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Percent of Leveraged Restricted Share Units Earned Out Of Leveraged Restricted Share Units Granted | 150.00% |
Share-based Compensation Direct
Share-based Compensation Directors' Stock Grants (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Nonemployee directors stock awards, Quantity of Securities Issued | 20 | 30 | 20 |
Nonemployee directors stock awards, Amount recognized in equity | $ 0.7 | $ 0.6 | $ 0.7 |
Lease Commitments (Details)
Lease Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Rental expense under operating leases | $ 11.5 | $ 9.5 | $ 11.1 |
Future minimum lease payments for non-cancelable operating leases | |||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 9.2 | ||
Operating Leases, Future Minimum Payments, Due in Two Years | 7.1 | ||
Operating Leases, Future Minimum Payments, Due in Three Years | 5.6 | ||
Operating Leases, Future Minimum Payments, Due in Four Years | 4.1 | ||
Operating Leases, Future Minimum Payments, Due in Five Years | 3.8 | ||
Operating Leases, Future Minimum Payments, Due Thereafter | 10.8 | ||
Operating Leases, Future Minimum Payments Due | $ 40.6 |
Commitments and Contingencies E
Commitments and Contingencies Environmental (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Accrual for Environmental Loss Contingencies | $ 2.1 | $ 3 |
Number of years expected for future environmental remediation expenditures duration | 10 years | |
Accrual for Environmental Loss Contingencies, Significant Assumptions | We accrue for certain environmental remediation-related activities for which commitments or remediation plans have been developed and for which costs can be reasonably estimated. These estimates are determined based upon currently available facts and circumstances regarding each facility. Actual costs incurred may vary from these estimates due to the inherent uncertainties involved. Future expenditures relating to these environmental remediation efforts are expected to be made over the next 10 years as ongoing costs of remediation programs. |
Commitments and Contingencies L
Commitments and Contingencies Legal Proceedings (Details) - 12 months ended Dec. 31, 2017 ¥ in Millions, $ in Millions | CNY (¥) | USD ($) | USD ($) |
Loss Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | ¥ 64.8 | $ 9.9 | |
Loss Contingency, Estimate of Possible Loss | 30 | $ 4.6 | |
Loss Contingency Accrual | 53.9 | $ 8.3 | |
Loss Contingency Accrual, Period Increase (Decrease) | ¥ 23.9 | $ 3.7 |
Restructuring Activities Restru
Restructuring Activities Restructuring Charges (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | $ 4.6 | $ 10 | $ 7.4 |
Other Restructuring Costs | 11 | 0.9 | 4.8 |
Restructuring Costs | 15.6 | 10.9 | 12.2 |
Cost of Sales [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | 0.8 | 4.2 | 2.2 |
Other Restructuring Costs | 4.4 | 0.2 | 1.4 |
Selling, General and Administrative Expenses [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Severance Costs | 3.8 | 5.8 | 5.2 |
Other Restructuring Costs | $ 6.6 | $ 0.7 | $ 3.4 |
Restructuring Activities Rest94
Restructuring Activities Restructuring Accruals (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve Beginning | $ 7.3 | $ 5.8 | $ 0 |
Restructuring Costs | 15.6 | 10.9 | 12.2 |
Payments for Restructuring | (20.3) | (9.4) | (6.4) |
Restructuring Reserve, Period Increase (Decrease) | 0.2 | ||
Restructuring Reserve Ending | 2.8 | 7.3 | 5.8 |
Energy & Chemicals [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve Beginning | 0.1 | 1.1 | 0 |
Restructuring Costs | 2.4 | 1 | 1.4 |
Payments for Restructuring | (2.5) | (2) | (0.3) |
Restructuring Reserve, Period Increase (Decrease) | 0.2 | ||
Restructuring Reserve Ending | 0.2 | 0.1 | 1.1 |
Distribution & Storage [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve Beginning | 2.9 | 3.4 | 0 |
Restructuring Costs | 2.2 | 3.8 | 7.7 |
Payments for Restructuring | (3.9) | (4.3) | (4.3) |
Restructuring Reserve, Period Increase (Decrease) | 0 | ||
Restructuring Reserve Ending | 1.2 | 2.9 | 3.4 |
BioMedical [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve Beginning | 1.3 | 0.4 | 0 |
Restructuring Costs | 5 | 1.9 | 1.8 |
Payments for Restructuring | (6) | (1) | (1.4) |
Restructuring Reserve, Period Increase (Decrease) | 0 | ||
Restructuring Reserve Ending | 0.3 | 1.3 | 0.4 |
Corporate Segment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve Beginning | 3 | 0.9 | 0 |
Restructuring Costs | 6 | 4.2 | 1.3 |
Payments for Restructuring | (7.9) | (2.1) | (0.4) |
Restructuring Reserve, Period Increase (Decrease) | 0 | ||
Restructuring Reserve Ending | $ 1.1 | $ 3 | $ 0.9 |
Segment and Geographic Inform95
Segment and Geographic Information Segment and Geographic Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | [1] | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | [3] | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | $ 988.8 | $ 859.2 | $ 1,040.2 | ||||||||||||||
Depreciation and amortization expense | 41.9 | 37.5 | 45.4 | ||||||||||||||
Operating Income (Loss) | $ 21.3 | [1],[2] | $ 10.5 | $ 9.9 | $ 0.3 | $ 2.3 | $ 20.1 | $ 34.9 | $ 0.1 | 42 | [1],[2],[4],[5] | 57.4 | [5],[6] | (183.2) | [5],[7] | ||
Total assets | 1,724.7 | 1,233 | 1,724.7 | 1,233 | 1,200.1 | ||||||||||||
Capital expenditures | 35.2 | 17.8 | 47.1 | ||||||||||||||
Restructuring Costs | 15.6 | 10.9 | 12.2 | ||||||||||||||
Acquisition-related expenses | 10.1 | ||||||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 0 | 1.2 | 255.1 | ||||||||||||||
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | 98.9 | ||||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 297.6 | 251 | 297.6 | 251 | |||||||||||||
United States [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 526.7 | 426 | 513.7 | ||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 177.9 | 145 | 177.9 | 145 | |||||||||||||
China [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 110 | 147.7 | 110 | ||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 82.9 | 75.4 | 82.9 | 75.4 | |||||||||||||
Czech Republic [Member] | |||||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 20.7 | 18.5 | 20.7 | 18.5 | |||||||||||||
Germany [Member] | |||||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 13.4 | 11.5 | 13.4 | 11.5 | |||||||||||||
Other Non-U.S. Countries [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 352.1 | 285.5 | 416.5 | ||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 2.7 | 0.6 | 2.7 | 0.6 | |||||||||||||
Non-U.S. Countries [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 462.1 | 433.2 | 526.5 | ||||||||||||||
Segments, Geographical Areas [Abstract] | |||||||||||||||||
Property, plant and equipment, net | 119.7 | 106 | 119.7 | 106 | |||||||||||||
Energy & Chemicals [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 225.6 | 154.3 | 331 | ||||||||||||||
Depreciation and amortization expense | 15.3 | 10 | 11.8 | ||||||||||||||
Operating Income (Loss) | 5.1 | 13.3 | (10) | ||||||||||||||
Total assets | 782.9 | 177.5 | 782.9 | 177.5 | 251.8 | ||||||||||||
Capital expenditures | 15.5 | 3.3 | 4.1 | ||||||||||||||
Restructuring Costs | 2.4 | 1 | 1.4 | ||||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 68.8 | ||||||||||||||||
Energy & Chemicals [Member] | Natural gas processing (including petrochemical) applications [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 152.9 | 105.4 | 180.9 | ||||||||||||||
Energy & Chemicals [Member] | Liquefied natural gas applications [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 29.5 | 38.2 | 136.1 | ||||||||||||||
Energy & Chemicals [Member] | Industrial gas applications [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 22.4 | 10.7 | 14 | ||||||||||||||
Energy & Chemicals [Member] | HVAC, power and refining [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 20.8 | 0 | 0 | ||||||||||||||
Distribution & Storage [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 540.3 | 497.1 | 487.6 | ||||||||||||||
Depreciation and amortization expense | 18.8 | 18.4 | 18.3 | ||||||||||||||
Operating Income (Loss) | 66.1 | 50.4 | 39.5 | ||||||||||||||
Total assets | 685.2 | 657.6 | 685.2 | 657.6 | 689.1 | ||||||||||||
Capital expenditures | 14.4 | 11.7 | 36.8 | ||||||||||||||
Restructuring Costs | 2.2 | 3.8 | 7.7 | ||||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 1.2 | 1.2 | 2 | ||||||||||||||
Distribution & Storage [Member] | Liquefied natural gas applications [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 137.7 | 109.8 | 115.9 | ||||||||||||||
Distribution & Storage [Member] | Bulk industrial gas applications [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 221.9 | 227.6 | 203.9 | ||||||||||||||
Distribution & Storage [Member] | Packaged gas industrial applications [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 180.7 | 159.7 | 167.8 | ||||||||||||||
BioMedical [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 222.9 | 207.8 | 221.6 | ||||||||||||||
Depreciation and amortization expense | 5.6 | 6 | 12 | ||||||||||||||
Operating Income (Loss) | 35.5 | 42 | (165.3) | ||||||||||||||
Total assets | 165.9 | 178.7 | 165.9 | 178.7 | 224.4 | ||||||||||||
Capital expenditures | 3 | 2.3 | 3.9 | ||||||||||||||
Restructuring Costs | 5 | 1.9 | 1.8 | ||||||||||||||
Asset Impairments Charges and Other PP&E Impairment | 184.3 | ||||||||||||||||
BioMedical [Member] | Respiratory therapy [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 124.4 | 118.9 | 132.3 | ||||||||||||||
BioMedical [Member] | Cryobiological storage [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 77 | 70.6 | 64.6 | ||||||||||||||
BioMedical [Member] | On-site generation systems [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 21.5 | 18.3 | 24.7 | ||||||||||||||
Corporate [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Sales to external customers | 0 | 0 | 0 | ||||||||||||||
Depreciation and amortization expense | 2.2 | 3.1 | 3.3 | ||||||||||||||
Operating Income (Loss) | (64.7) | (48.3) | (47.4) | ||||||||||||||
Total assets | $ 90.7 | $ 219.2 | 90.7 | 219.2 | 34.8 | ||||||||||||
Capital expenditures | 2.3 | 0.5 | 2.3 | ||||||||||||||
Restructuring Costs | $ 6 | 4.2 | $ 1.3 | ||||||||||||||
Cost of Sales [Member] | BioMedical [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Product Warranty Expense | 15.2 | ||||||||||||||||
Selling, General and Administrative Expenses [Member] | BioMedical [Member] | |||||||||||||||||
Segment Reporting Information [Line Items] | |||||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 0.3 | ||||||||||||||||
[1] | Hudson, included in these results since the acquisition date, September 20, 2017, added net sales and operating income of $58.0 and $6.4 for the year ended December 31, 2017, including $6.1 and $1.2 in the third quarter and $51.9 and $5.2 in the fourth quarter, respectively. | ||||||||||||||||
[2] | The fourth quarter of 2017 includes additional expense as a result of a litigation award in China. Refer to Note 18, Commitments and Contingencies, for further information. | ||||||||||||||||
[3] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes impairment of goodwill and intangible assets totaling $1.2 as described in Note 3, Asset Impairments, to the consolidated financial statements. | ||||||||||||||||
[4] | Includes acquisition-related expenses of $10.1 for the year ended December 31, 2017. | ||||||||||||||||
[5] | Includes restructuring costs of $15.6, $10.9 and $12.2 for the years ended December 31, 2017, 2016 and 2015, respectively | ||||||||||||||||
[6] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes asset impairment charges of $1.2 attributed to D&S. | ||||||||||||||||
[7] | Includes asset impairment charges of $255.1 for the year ended December 31, 2015, attributed to E&C – $68.8, D&S – $2.0, and BioMedical – $184.3. |
Quarterly Data (unaudited) (Det
Quarterly Data (unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||||||
Sales | $ 306 | [1] | $ 240.5 | [1] | $ 238.2 | $ 204.1 | $ 214.4 | $ 203.9 | $ 247.1 | $ 193.8 | $ 988.8 | [1] | $ 859.2 | $ 1,040.2 | |||
Gross Profit | 82.9 | 70.4 | 63.2 | 55.6 | 57.1 | 69.6 | 87 | 52.7 | 272.1 | 266.4 | 288.5 | ||||||
Operating Income (Loss) | 21.3 | [1],[2] | 10.5 | [1] | 9.9 | 0.3 | 2.3 | 20.1 | [3] | 34.9 | 0.1 | 42 | [1],[2],[4],[5] | 57.4 | [5],[6] | (183.2) | [5],[7] |
Net income | 27 | [8],[9] | 2.1 | 3.3 | (2.9) | (3.9) | 13.7 | 19.6 | (4.7) | 29.5 | 24.7 | (204.5) | |||||
Net income attributable to Chart Industries, Inc. | $ 26.7 | [8],[9] | $ 1.5 | $ 2.8 | $ (2.9) | $ (3.3) | $ 15 | $ 21.2 | $ (4.7) | $ 28 | $ 28.2 | $ (203) | |||||
Basic | $ 0.87 | $ 0.05 | $ 0.09 | $ (0.09) | $ (0.11) | $ 0.49 | $ 0.69 | $ (0.15) | $ 0.91 | [10] | $ 0.92 | [11] | $ (6.66) | ||||
Diluted | $ 0.85 | $ 0.05 | $ 0.09 | $ (0.09) | $ (0.11) | $ 0.48 | $ 0.68 | $ (0.15) | $ 0.89 | [10],[12] | $ 0.91 | [11],[13] | $ (6.66) | ||||
Loss on extinguishment of debt | $ 4.9 | $ 4.9 | $ 0 | $ 0 | |||||||||||||
Debt Instrument, Repurchase Amount | 192.9 | 192.9 | |||||||||||||||
Debt Instrument, Face Amount | $ 250 | $ 250 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | |||||||||||||||
Income Tax Expense (Benefit) | $ (15.9) | 13.7 | 2.7 | ||||||||||||||
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax | 4.5 | ||||||||||||||||
Income Tax Expense (Benefit) | $ (26.9) | 0 | 0 | ||||||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||||||||||||||
Effective Income Tax Rate Reconciliation, Repatriation of Foreign Earnings, Amount | $ 8.7 | ||||||||||||||||
Asset impairments | 0 | 1.2 | 253.6 | ||||||||||||||
Hudson [Member] | |||||||||||||||||
Sales | $ 51.9 | $ 6.1 | 58 | ||||||||||||||
Operating Income (Loss) | $ 5.2 | $ 1.2 | 6.4 | ||||||||||||||
Cost of Sales [Member] | |||||||||||||||||
Asset impairments | 1.5 | ||||||||||||||||
BioMedical [Member] | |||||||||||||||||
Operating Income (Loss) | 35.5 | 42 | $ (165.3) | ||||||||||||||
BioMedical [Member] | Cost of Sales [Member] | |||||||||||||||||
Product Warranty Expense | 15.2 | ||||||||||||||||
BioMedical [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 0.3 | ||||||||||||||||
Hudson [Member] | |||||||||||||||||
Income Tax Expense (Benefit) | $ 8.7 | ||||||||||||||||
[1] | Hudson, included in these results since the acquisition date, September 20, 2017, added net sales and operating income of $58.0 and $6.4 for the year ended December 31, 2017, including $6.1 and $1.2 in the third quarter and $51.9 and $5.2 in the fourth quarter, respectively. | ||||||||||||||||
[2] | The fourth quarter of 2017 includes additional expense as a result of a litigation award in China. Refer to Note 18, Commitments and Contingencies, for further information. | ||||||||||||||||
[3] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes impairment of goodwill and intangible assets totaling $1.2 as described in Note 3, Asset Impairments, to the consolidated financial statements. | ||||||||||||||||
[4] | Includes acquisition-related expenses of $10.1 for the year ended December 31, 2017. | ||||||||||||||||
[5] | Includes restructuring costs of $15.6, $10.9 and $12.2 for the years ended December 31, 2017, 2016 and 2015, respectively | ||||||||||||||||
[6] | During the third quarter of 2016, we recovered for breaches of representations and warranties primarily related to warranty costs for certain product lines acquired in the 2012 acquisition of AirSep under the related representation and warranty insurance. For the year ended December 31, 2016, this reduced BioMedical segment’s cost of sales by $15.2 and Corporate SG&A expenses by $0.3, net of associated legal fees recorded in 2016. The 2016 operating income also includes asset impairment charges of $1.2 attributed to D&S. | ||||||||||||||||
[7] | Includes asset impairment charges of $255.1 for the year ended December 31, 2015, attributed to E&C – $68.8, D&S – $2.0, and BioMedical – $184.3. | ||||||||||||||||
[8] | During the fourth quarter of 2017, we recorded a $4.9 loss on extinguishment of debt associated with the repurchase of $192.9 principal amount of our $250.0 2.00% convertible notes due August 2018 and refinance of our senior secured revolving credit facility. | ||||||||||||||||
[9] | The fourth quarter of 2017 includes a one-time $22.5 net favorable tax benefit that was recorded during the fourth quarter of 2017, which resulted from the enactment of the Tax Cuts and Jobs Act. This benefit mainly consisted of a one-time, provisional benefit of $26.9 related to the remeasurement of certain of our deferred tax liabilities using the lower U.S. federal corporate tax rate of 21%. This was partially offset by (i) a one-time, provisional charge of $8.7 related to the deemed repatriation transition tax, which is a tax on previously untaxed accumulated earnings and profits of certain of our foreign subsidiaries, and (ii) a one-time tax expense and tax benefit of $4.5 and $8.7, respectively, related to our intent to amend pre-acquisition Hudson U.S. federal tax returns. | ||||||||||||||||
[10] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||||||||||||
[11] | Basic and diluted (loss) earnings per share are computed independently for each of the quarters presented. As such, the sum of quarterly basic and diluted (loss) earnings per share may not equal reported annual basic and diluted (loss) earnings per share. | ||||||||||||||||
[12] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. | ||||||||||||||||
[13] | Zero incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs, because to do so would be anti-dilutive. |
Subsequent Events (Details)
Subsequent Events (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Event [Line Items] | |
Subsequent Event, Description | We acquired 100% of the equity interests of Skaff Cryogenics and Cryo-Lease, LLC (together “Skaff”) on January 2, 2018 for an approximate purchase price of $12.5. Skaff provides quality repair service and remanufacturing of cryogenic and liquefied natural gas storage tanks and trailers and also maintains a portfolio of cryogenic storage equipment that is leased to customers for temporary and permanent needs. Skaff is headquartered in Brentwood, New Hampshire and provides services and equipment to customers in North America. Skaff’s results will be included in the D&S operating segment. |
Schedule II - Valuation and Q98
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Allowance for Doubtful Accounts [Member] | ||||
Movement in Valuation Allowances and Reserves | ||||
Balance at beginning of period | $ 10.2 | $ 7 | $ 6.5 | |
Additions - Charged to costs and expenses | 1.2 | 4.7 | 1.6 | |
Deductions | [1] | (1.2) | (1.3) | (0.9) |
Translations | (0.6) | 0.2 | 0.2 | |
Balance at end of period | 10.8 | 10.2 | 7 | |
Inventory Valuation Reserve [Member] | ||||
Movement in Valuation Allowances and Reserves | ||||
Balance at beginning of period | 10.1 | 11.3 | 5.2 | |
Additions - Charged to costs and expenses | 2.4 | 3.8 | 14.8 | |
Deductions | [2] | (4.9) | (4.7) | (8.3) |
Translations | (0.9) | 0.3 | (0.4) | |
Balance at end of period | 8.5 | 10.1 | 11.3 | |
Valuation Allowance of Deferred Tax Assets [Member] | ||||
Movement in Valuation Allowances and Reserves | ||||
Balance at beginning of period | 15.1 | 8.8 | 1.9 | |
Additions - Charged to costs and expenses | 11.1 | 7 | 7.2 | |
Deductions | [3] | 0 | (0.1) | (0.1) |
Translations | (1) | 0.6 | 0.2 | |
Balance at end of period | $ 27.2 | $ 15.1 | $ 8.8 | |
[1] | Reversal of amounts previously recorded as bad debt and uncollectible accounts written off. | |||
[2] | Inventory items written off against the allowance. | |||
[3] | Deductions to the deferred tax assets valuation allowance relate to decreased deferred tax assets and the release of the valuation allowance. |