Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 20, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 1-11442 | |
Entity Registrant Name | CHART INDUSTRIES, INC. | |
Entity Incorporation, State | DE | |
Entity Tax Identification Number | 34-1712937 | |
Street Address | 3055 Torrington Drive | |
Entity City or Town | Ball Ground | |
Entity State or Province | GA | |
Entity Postal Zip Code | 30107 | |
City Area Code | 770 | |
Local Phone Number | 721-8800 | |
Title of each class | Common Stock, par value $0.01 | |
Trading Symbol(s) | GTLS | |
Name of each exchange on which registered | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 36,383,919 | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000892553 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets | ||
Cash and cash equivalents | $ 102.9 | $ 125.1 |
Accounts receivable, less allowances of $7.4 and $8.4, respectively | 237.1 | 200.8 |
Inventories, net | 341.1 | 248.4 |
Unbilled contract revenue | 94.4 | 79.4 |
Prepaid expenses | 23 | 20 |
Other current assets | 61 | 29.3 |
Total Current Assets | 859.5 | 703 |
Property, plant, and equipment, net | 412.3 | 414.5 |
Goodwill | 952.7 | 865.9 |
Identifiable intangible assets, net | 538 | 493.1 |
Investments | 179.8 | 78.9 |
Other assets | 39.5 | 15.1 |
TOTAL ASSETS | 2,981.8 | 2,570.5 |
Current Liabilities | ||
Accounts payable | 179.9 | 140.1 |
Customer advances and billings in excess of contract revenue | 163.6 | 118.9 |
Accrued salaries, wages, and benefits | 28.8 | 39.7 |
Accrued income taxes | 12.7 | 46.5 |
Current portion of warranty reserve | 10.8 | 11 |
Current convertible notes | 255.7 | 220.9 |
Operating lease liabilities, current | 5.4 | 5.1 |
Other current liabilities | 62.6 | 52.6 |
Total Current Liabilities | 719.5 | 634.8 |
Long-term debt | 539.4 | 221.6 |
Long-term deferred tax liabilities | 59.9 | 60.2 |
Accrued pension liabilities | 8 | 9.6 |
Operating lease liabilities, non-current | 21.7 | 23.6 |
Other long-term liabilities | 42.8 | 41.4 |
Total Liabilities | 1,391.3 | 991.2 |
Equity | ||
Common stock, par value $0.01 per share – 150,000,000 shares authorized, 36,383,169 and 36,185,829 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 0.4 | 0.4 |
Additional paid-in capital | 755.9 | 780.8 |
Treasury stock; 760,782 shares at both September 30, 2021 and December 31, 2020 | (19.3) | (19.3) |
Retained earnings | 866.1 | 808.4 |
Accumulated other comprehensive (loss) income | (20.7) | 2.4 |
Total Chart Industries, Inc. Shareholders’ Equity | 1,582.4 | 1,572.7 |
Noncontrolling interests | 8.1 | 6.6 |
Total Equity | 1,590.5 | 1,579.3 |
TOTAL LIABILITIES AND EQUITY | $ 2,981.8 | $ 2,570.5 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 7.4 | $ 8.4 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 36,383,169 | 36,185,829 |
Common stock, shares outstanding (shares) | 36,383,169 | 36,185,829 |
Treasury stock (shares) | 760,782 | 760,782 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Sales | $ 328.3 | $ 273.2 | $ 938.8 | $ 864.7 |
Cost of sales | 253.4 | 194.6 | 696.8 | 620.5 |
Gross profit | 74.9 | 78.6 | 242 | 244.2 |
Selling, general, and administrative expenses | 51.1 | 41.1 | 145.3 | 137.2 |
Amortization expense | 10.1 | 9.4 | 28.5 | 37.3 |
Operating expenses | 61.2 | 50.5 | 173.8 | 174.5 |
Operating income | 13.7 | 28.1 | 68.2 | 69.7 |
Interest expense, net | 3.2 | 6.5 | 7.4 | 21.2 |
Unrealized (gain) loss on investments in equity securities | (10.4) | (0.7) | (1.2) | 3.2 |
Financing costs amortization | 1.2 | 1.1 | 3.5 | 3.2 |
Foreign currency (gain) loss and other | (1.4) | (0.8) | 0.1 | 0.8 |
Income from continuing operations before income taxes | 21.1 | 22 | 58.4 | 41.3 |
Income tax expense | 5.5 | 6.2 | 9.9 | 8.9 |
Net income from continuing operations | 15.6 | 15.8 | 48.5 | 32.4 |
Income from discontinued operations, net of tax | 0 | 6.1 | 0 | 18.9 |
Net income | 15.6 | 21.9 | 48.5 | 51.3 |
Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | 0.7 | 0.2 | 1.5 | 1 |
Net income attributable to Chart Industries, Inc. | 14.9 | 21.7 | 47 | 50.3 |
Net income attributable to Chart Industries, Inc. | ||||
Income from continuing operations | 14.9 | 15.6 | 47 | 31.4 |
Income from discontinued operations, net of tax | 0 | 6.1 | 0 | 18.9 |
Net income attributable to Chart Industries, Inc. | $ 14.9 | $ 21.7 | $ 47 | $ 50.3 |
Basic earnings per common share attributable to Chart Industries, Inc.: | ||||
Income from continuing operations basic (usd per share) | $ 0.42 | $ 0.44 | $ 1.32 | $ 0.89 |
Income from discontinued operations (usd per share) | 0 | 0.18 | 0 | 0.53 |
Net income attributable to Chart Industries, Inc. (usd per share) | 0.42 | 0.62 | 1.32 | 1.42 |
Diluted earnings per common share attributable to Chart Industries, Inc. | ||||
Income from continuing operations (usd per share) | 0.36 | 0.43 | 1.15 | 0.88 |
Income from discontinued operations (usd per share) | 0 | 0.17 | 0 | 0.53 |
Net income attributable to Chart Industries, Inc. | $ 0.36 | $ 0.60 | $ 1.15 | $ 1.41 |
Weighted-average number of common shares outstanding: | ||||
Basic (shares) | 35,620 | 35,230 | 35,590 | 35,400 |
Diluted (shares) | 41,440 | 35,940 | 40,960 | 35,610 |
Comprehensive income, net of taxes | $ 4.1 | $ 41.9 | $ 25.4 | $ 69.4 |
Less: Comprehensive income attributable to noncontrolling interests, net of taxes | 0.7 | 0.2 | 1.5 | 1.1 |
Comprehensive income attributable to Chart Industries, Inc., net of taxes | $ 3.4 | $ 41.7 | $ 23.9 | $ 68.3 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
OPERATING ACTIVITIES | |||
Net income | $ 48.5 | $ 51.3 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 59.8 | 66.9 | |
Interest accretion of convertible notes discount | 0 | 5.9 | |
Employee share-based compensation expense | 8.1 | 7.1 | |
Financing costs amortization | 3.5 | 3.2 | |
Unrealized foreign currency transaction gain | (5.8) | (3.1) | |
Unrealized (gain) loss on investments in equity securities | (1.2) | 3.2 | |
Other non-cash operating activities | 2.5 | (3.1) | |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (31.9) | 28.1 | |
Inventories | (95.5) | (29) | |
Unbilled contract revenues and other assets | (73.7) | 0.1 | |
Accounts payable and other liabilities | 1.1 | (15.3) | |
Customer advances and billings in excess of contract revenue | 43 | (2.8) | |
Net Cash (Used In) Provided By Operating Activities | (41.6) | 112.5 | |
INVESTING ACTIVITIES | |||
Acquisition of businesses, net of cash acquired | (169.1) | 0 | |
Investments | (103.2) | 0 | |
Capital expenditures | (36.5) | (27.3) | |
Proceeds from sale of assets | 0 | 7.9 | |
Government grants | 0.4 | 0 | |
Net Cash Used In Investing Activities | (308.4) | (19.4) | |
FINANCING ACTIVITIES | |||
Borrowings on revolving credit facilities | 644.1 | 94.5 | |
Repayments on revolving credit facilities | (321.6) | (167.1) | |
Repayments on term loan | 0 | (8.4) | |
Payments for debt issuance costs | 0 | (1) | |
Proceeds from exercise of stock options | 7 | 4.2 | |
Common stock repurchases from share-based compensation plans | (3.2) | (1.7) | |
Common stock repurchases | [1] | 0 | (19.3) |
Net Cash Provided By (Used In) Financing Activities | 326.3 | (98.8) | |
Effect of exchange rate changes on cash and cash equivalents | 0.7 | 7.4 | |
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents | [2] | (23) | 1.7 |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period | [3] | 126.1 | 120 |
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD | [3] | $ 103.1 | $ 121.7 |
[1] | Includes $19.3 in shares repurchased through our share repurchase program. On March 11, 2021, the share repurchase program expired with no further repurchases. Refer to Note 1, “Basis of Preparation” for further information. | ||
[2] | Net (decrease) increase in cash, cash equivalents, restricted cash, and restricted cash equivalents represents cash flows of consolidated operations for all periods presented. For cash flows of discontinued operations, refer to Note 2, “Discontinued Operations.” | ||
[3] | Includes restricted cash and restricted cash equivalents of $0.2 and $1.0 in other current assets as of September 30, 2021 and December 31, 2020 and $1.0 in other assets as of both September 30, 2020 and December 31, 2019. For further information regarding restricted cash and restricted cash equivalents balances, refer to Note 9, “Debt and Credit Arrangements.” |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | ||
Statement of Cash Flows [Abstract] | |||
Common stock repurchases | [1] | $ 19.3 | |
Restricted cash and cash equivalents, noncurrent | $ 1 | $ 1 | |
[1] | Includes $19.3 in shares repurchased through our share repurchase program. On March 11, 2021, the share repurchase program expired with no further repurchases. Refer to Note 1, “Basis of Preparation” for further information. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | [2] | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | [2] | Treasury Stock | Retained Earnings | Retained EarningsCumulative Effect, Period of Adoption, Adjustment | [2] | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests | |
Beginning balance at Dec. 31, 2019 | $ 1,232.4 | $ 0.4 | $ 762.8 | $ 0 | $ 500.3 | $ (35.9) | $ 4.8 | |||||||
Beginning balance (shares) at Dec. 31, 2019 | 35,800,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | 8.5 | 8.5 | ||||||||||||
Other comprehensive income (loss) | (9.9) | (9.9) | ||||||||||||
Share-based compensation expense | 2.9 | 2.9 | ||||||||||||
Common stock issued from share-based compensation plans | 2 | 2 | ||||||||||||
Common stock issued from share-based compensation plans (shares) | 160,000 | |||||||||||||
Common stock repurchases | [1] | (19.3) | (19.3) | |||||||||||
Common stock repurchases from share-based compensation plans | (1.7) | (1.7) | ||||||||||||
Common stock repurchases from share-based compensation plans (in shares) | (10,000) | |||||||||||||
Ending balance at Mar. 31, 2020 | 1,214.9 | $ 0.4 | 766 | (19.3) | 508.8 | (45.8) | 4.8 | |||||||
Ending balance (shares) at Mar. 31, 2020 | 35,950,000 | |||||||||||||
Beginning balance at Dec. 31, 2019 | 1,232.4 | $ 0.4 | 762.8 | 0 | 500.3 | (35.9) | 4.8 | |||||||
Beginning balance (shares) at Dec. 31, 2019 | 35,800,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | 51.3 | |||||||||||||
Ending balance at Sep. 30, 2020 | 1,292.1 | $ 0.4 | 772.4 | (19.3) | 550.6 | (17.9) | 5.9 | |||||||
Ending balance (shares) at Sep. 30, 2020 | 36,050,000 | |||||||||||||
Beginning balance at Mar. 31, 2020 | 1,214.9 | $ 0.4 | 766 | (19.3) | 508.8 | (45.8) | 4.8 | |||||||
Beginning balance (shares) at Mar. 31, 2020 | 35,950,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | 21 | 20.1 | 0.9 | |||||||||||
Other comprehensive income (loss) | 7.9 | 7.9 | ||||||||||||
Share-based compensation expense | 2 | 2 | ||||||||||||
Common stock issued from share-based compensation plans | 0.6 | 0.6 | ||||||||||||
Common stock issued from share-based compensation plans (shares) | 40,000 | |||||||||||||
Ending balance at Jun. 30, 2020 | 1,246.4 | $ 0.4 | 768.6 | (19.3) | 528.9 | (37.9) | 5.7 | |||||||
Ending balance (shares) at Jun. 30, 2020 | 35,990,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | 21.9 | 21.7 | 0.2 | |||||||||||
Other comprehensive income (loss) | 20 | 20 | ||||||||||||
Share-based compensation expense | 2.2 | 2.2 | ||||||||||||
Common stock issued from share-based compensation plans | 1.6 | 1.6 | ||||||||||||
Common stock issued from share-based compensation plans (shares) | 60,000 | |||||||||||||
Ending balance at Sep. 30, 2020 | 1,292.1 | $ 0.4 | 772.4 | (19.3) | 550.6 | (17.9) | 5.9 | |||||||
Ending balance (shares) at Sep. 30, 2020 | 36,050,000 | |||||||||||||
Beginning balance at Dec. 31, 2020 | $ 1,579.3 | $ (26.2) | $ 0.4 | 780.8 | $ (36.9) | (19.3) | 808.4 | $ 10.7 | 2.4 | 6.6 | ||||
Beginning balance (shares) at Dec. 31, 2020 | 36,185,829 | 36,190,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | $ 26.1 | 25.6 | 0.5 | |||||||||||
Other comprehensive income (loss) | (19.2) | (19.2) | ||||||||||||
Share-based compensation expense | 3.4 | 3.4 | ||||||||||||
Common stock issued from share-based compensation plans | 5.6 | 5.6 | ||||||||||||
Common stock issued from share-based compensation plans (shares) | 180,000 | |||||||||||||
Common stock repurchases from share-based compensation plans | (3) | (3) | ||||||||||||
Common stock repurchases from share-based compensation plans (in shares) | (20,000) | |||||||||||||
Other | 0 | 0.1 | (0.1) | |||||||||||
Ending balance at Mar. 31, 2021 | 1,566 | $ 0.4 | 750 | (19.3) | 844.7 | (16.8) | 7 | |||||||
Ending balance (shares) at Mar. 31, 2021 | 36,350,000 | |||||||||||||
Beginning balance at Dec. 31, 2020 | $ 1,579.3 | $ (26.2) | $ 0.4 | 780.8 | $ (36.9) | (19.3) | 808.4 | $ 10.7 | 2.4 | 6.6 | ||||
Beginning balance (shares) at Dec. 31, 2020 | 36,185,829 | 36,190,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | $ 48.5 | |||||||||||||
Ending balance at Sep. 30, 2021 | $ 1,590.5 | $ 0.4 | 755.9 | (19.3) | 866.1 | (20.7) | 8.1 | |||||||
Ending balance (shares) at Sep. 30, 2021 | 36,383,169 | 36,380,000 | ||||||||||||
Beginning balance at Mar. 31, 2021 | $ 1,566 | $ 0.4 | 750 | (19.3) | 844.7 | (16.8) | 7 | |||||||
Beginning balance (shares) at Mar. 31, 2021 | 36,350,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | 6.8 | 6.5 | 0.3 | |||||||||||
Other comprehensive income (loss) | 7.6 | 7.6 | ||||||||||||
Share-based compensation expense | 2.4 | 2.4 | ||||||||||||
Common stock issued from share-based compensation plans | 0.9 | 0.9 | ||||||||||||
Common stock issued from share-based compensation plans (shares) | 30,000 | |||||||||||||
Other | 0.1 | 0.1 | ||||||||||||
Ending balance at Jun. 30, 2021 | 1,583.8 | $ 0.4 | 753.3 | (19.3) | 851.2 | (9.2) | 7.4 | |||||||
Ending balance (shares) at Jun. 30, 2021 | 36,380,000 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Net income | 15.6 | 14.9 | 0.7 | |||||||||||
Other comprehensive income (loss) | (11.5) | (11.5) | ||||||||||||
Share-based compensation expense | 2.3 | 2.3 | ||||||||||||
Common stock issued from share-based compensation plans | 0.3 | 0.3 | ||||||||||||
Ending balance at Sep. 30, 2021 | $ 1,590.5 | $ 0.4 | $ 755.9 | $ (19.3) | $ 866.1 | $ (20.7) | $ 8.1 | |||||||
Ending balance (shares) at Sep. 30, 2021 | 36,383,169 | 36,380,000 | ||||||||||||
[1] | Includes $19.3 in shares repurchased through our share repurchase program. On March 11, 2021, the share repurchase program expired with no further repurchases. Refer to Note 1, “Basis of Preparation” for further information. | |||||||||||||
[2] | Refer to Note 1, “ Basis of Preparation” for discussion regarding the cumulative effect of change in accounting principle. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Unaudited) (Parentheticals) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($) | ||
Statement of Stockholders' Equity [Abstract] | ||
Common stock repurchases | $ 19.3 | [1] |
[1] | Includes $19.3 in shares repurchased through our share repurchase program. On March 11, 2021, the share repurchase program expired with no further repurchases. Refer to Note 1, “Basis of Preparation” for further information. |
Basis of Preparation
Basis of Preparation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart,” “we,” “us,” or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Nature of Operations : We are a leading independent global manufacturer of highly engineered equipment servicing multiple applications in the energy and industrial gas markets. Our unique product portfolio is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. Being at the forefront of the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas and CO2 Capture amongst other applications. We are committed to excellence in environmental, social and corporate governance (ESG) issues both for our company as well as our customers. With over 25 global locations from the United States to Asia, Australia, India, Europe and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities. Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Reclassifications : As discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, on October 1, 2020, we closed on the sale of our cryobiological products business to Cryoport, Inc. (CYRX) (refer to Note 2, “Discontinued Operations” for further information). Furthermore, we reorganized our reporting structure such that the composition of our reportable segments changed effective October 1, 2020 (refer to Note 3, “Reportable Segments” for further information). As such, certain reclassifications have been made to the statements of income and comprehensive income for the three and nine months ended September 30, 2020 and certain notes to the unaudited condensed consolidated financial statements in order to conform to the 2021 presentation. Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the 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. While our production has been considered “essential” in all locations we operate in, we have experienced, and may again experience in the future, temporary facility closures while awaiting appropriate government approvals in certain jurisdictions. The Covid-19 outbreak could also disrupt our supply chain and materially adversely impact our ability to secure supplies for our facilities, which could materially adversely affect our operations. There may also be long-term effects on our customers in and the economies of affected countries. As a result of these uncertainties, actual results could differ from those estimates and assumptions. If the economy or markets in which we operate remain weak or deteriorate further, our business, financial condition and results of operations may be materially and adversely impacted. Share Repurchase Program: As discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, on March 11, 2020, our Board of Directors authorized a share repurchase program for up to $75 million of the Company’s common stock over the next twelve months through various means, including open market transactions, block purchases, privately negotiated transactions or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. During the first quarter of 2020, we repurchased 0.76 shares of our common stock at an average price of $25.40 per share for a total purchase price of $19.3. We suspended the program on March 20, 2020 (the “Suspension Date”) in light of uncertainty resulting from the Covid-19 pandemic and the desire to conserve cash resources. On March 11, 2021, the share repurchase program expired with no further repurchases since the Suspension Date. Recently Issued Accounting Standards (Not Yet Adopted): In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and in January 2021, the FASB subsequently issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2020-04 and the subsequent modifications are identified as Accounting Standards Codification (“ASC”) 848 (“ASC 848”). ASC 848 simplifies the accounting for modifying contracts (including those in hedging relationships) that refer to LIBOR and other interbank offered rates that are expected to be discontinued due to reference rate reform. The amendments in ASC 848 are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in ASC 848 must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We expect application of the amendments to impact accounting for our senior secured revolving credit facility due June 2024. We are currently assessing the effect ASC 848 will have on our financial position, results of operations, and disclosures. Recently Adopted Accounting Standards : In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic 815-40).” This ASU simplifies accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance is effective for fiscal years beginning after December 15, 2021. We adopted this guidance effective January 1, 2021 under the modified retrospective adoption approach. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption. The comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods. As a result of the adoption of ASU 2020-06, our convertible notes due November 2024 are no longer bifurcated into separate liability and equity components in our September 30, 2021 condensed consolidated balance sheet. Rather, the $258.8 principal amount of our convertible notes due November 2024 was classified as a liability only in our September 30, 2021 condensed consolidated balance sheet. Upon adoption of ASU 2020-06, we recorded an adjustment to the convertible notes liability component, equity component (additional paid-in-capital) and retained earnings. This adjustment was calculated based on the carrying amount of the convertible notes as if it had always been treated as a liability only. Furthermore, we recorded an adjustment to the debt issuance costs contra liability and equity (additional paid-in-capital) components under the same premise, i.e. as if debt issuance costs had always been treated as a contra liability only. Lastly, we derecognized deferred income taxes associated with the convertible notes debt discount and adjusted deferred incomes taxes relative to unamortized debt issuance costs associated with our convertible notes due November 2024. Interest expense related to the accretion of our convertible notes due November 2024 is no longer recognized. Interest accretion of convertible notes discount and net income from continuing operations attributable to Chart Industries, Inc. for the three months ended September 30, 2021 would have been $2.1 and $13.3, respectively, without the adoption of ASU 2020-06. As such, net income from continuing operations attributable to Chart Industries, Inc. per common share for the three months ended September 30, 2021 is $0.05 (basic) $0.04 (diluted) higher due to the effect of adoption of ASU 2020-06. Interest accretion of convertible notes discount and net income from continuing operations attributable to Chart Industries, Inc. for the nine months ended September 30, 2021 would have been $6.2 and $42.2, respectively, without the adoption of ASU 2020-06. As such, net income from continuing operations attributable to Chart Industries, Inc. per common share for the nine months ended September 30, 2021 is $0.14 (basic) and $0.12 (diluted) higher due to the effect of adoption of ASU 2020-06. As further described in Note 9, “Debt and Credit Arrangements,” on December 31, 2020, we amended the Indenture governing our convertible notes due November 2024 to eliminate share settlement thus leaving us with two settlement options: (1) cash settlement or (2) cash for par and any combination of cash and shares for the excess settlement amount above the $258.8 principal amount of our convertible notes due November 2024. ASU 2020-06 requires usage of the if-converted method to compute diluted earnings per share for our convertible notes due November 2024, however, based on the terms of the amended Indenture and the cessation of interest accretion expense recognition from the transition at adoption, the if-converted method was modified such that interest expense is no longer added to the numerator, and the denominator only includes incremental shares that would be issued upon conversion. Impacts on Financial Statements The following table summarizes the cumulative effect of the changes to our condensed consolidated balance sheet as of December 31, 2020 from the adoption of ASU 2020-06: Balance at Adjustments due to ASU 2020-06 adoption Balance at Liabilities Accrued income taxes $ 46.5 $ (0.2) $ 46.3 Current convertible notes (1) 220.9 34.0 254.9 Long-term deferred tax liabilities 60.2 (7.6) 52.6 Equity Additional paid-in-capital $ 780.8 $ (36.9) $ 743.9 Retained earnings 808.4 10.7 819.1 _______________ (1) Current convertible notes is presented net of unamortized discount and debt issuance costs of $34.8 and $3.1 , respectively at December 31, 2020. Current convertible notes is presented net of unamortized debt issuance costs of $3.9 at January 1, 2021. In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” This ASU clarifies the interactions between the measurement alternative in Topic 321, the equity method of accounting in Topic 323 and the application of guidance for certain forward contracts and purchased options that upon settlement or exercise would be accounted for under the equity method of accounting in Topic 815. This guidance is effective for fiscal years ending after December 15, 2020. We adopted this guidance effective January 1, 2021. During the third quarter 2021, we completed an additional investment in HTEC Hydrogen Technology & Energy Corporation and recognized a gain upon remeasurement of our initial fourth quarter 2020 investment in HTEC Hydrogen Technology & Energy Corporation due to an observable price change in an orderly transaction for similar instruments of the same issuer in accordance with the guidance provided in ASU 2020-01. Refer to Note 5, “Investments” for further discussion of our investment in HTEC Hydrogen Technology & Energy Corporation. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations As discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, on October 1, 2020, we closed on the sale of our cryobiological products business to Cryoport, Inc. (NASDAQ: CYRX) (the “Cryobiological Divestiture”). Our cryobiological products business asset group met the criteria to be held for sale. Furthermore, we determined that the assets held for sale qualified for discontinued operations. As such, the financial results of the cryobiological products business are reflected in our unaudited condensed consolidated statements of income and comprehensive income as discontinued operations for all prior periods presented. Summarized Financial Information of Discontinued Operations The following table represents income from discontinued operations, net of tax: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Sales $ 19.4 $ 59.5 Cost of sales 9.5 31.4 Selling, general and administrative expenses 1.4 4.3 Operating income (1) 8.5 23.8 Other expenses (income), net 0.2 (0.1) Income before income taxes from discontinued operations 8.3 23.9 Income tax expense (2) 2.2 5.0 Income from discontinued operations, net of tax $ 6.1 $ 18.9 ________________ (1) Includes depreciation expense of $0.2 and $0.8 for the three and nine months ended September 30, 2020. (2) Income tax expense of $2.2 for the three months ended September 30, 2020 represents taxes on both U.S. and foreign earnings at a combined effective rate of 26.5%. Income tax expense of $5.0 for the nine months ended September 30, 2020 represents taxes on both U.S. and foreign earnings at a combined effective tax rate of 20.9%. The effective income tax rate of 26.5% and 20.9% for the three and nine months ended September 30, 2020, respectively differed from the U.S. federal statutory rate of 21% primarily due to excess tax benefits associated with foreign-derived intangible income, which is offset by the effect of income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate. The following table represents a summary of cash flows related to discontinued operations: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Net cash provided by (used in): Operating activities $ 3.4 $ 18.3 Investing activities (0.3) (0.4) Net cash provided by discontinued operations $ 3.1 $ 17.9 |
Reportable Segments
Reportable Segments | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments As reported in our Annual Report on Form 10-K for the year ended December 31, 2020, the structure of our internal organization is divided into the following four reportable segments, which are also our operating segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Our Cryo Tank Solutions segment, which has principal operations in the United States, Europe and Asia, supplies bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and other applications. Our Heat Transfer Systems segment, which has principal operations in the United States, Europe and India, supplies mission critical engineered equipment and systems used in the separation, liquefaction, and purification of hydrocarbon and industrial gases that span gas-to-liquid applications. Our Specialty Products segment with locations globally, supplies products used in our specialty market applications including hydrogen and helium equipment, HLNG vehicle tanks, carbon capture, utilization, and storage (“CO2 Capture”), food and beverage, space exploration, lasers, cannabis and water treatment, amongst others. Our Repair, Service & Leasing segment, which includes repair and service centers globally, provides installation, service, repair, maintenance, and refurbishment of cryogenic products as well as global equipment leasing solutions. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. Corporate support functions are not currently allocated to the segments. All prior period amounts presented in the tables below have been reclassified based on our current reportable segments. We evaluate performance and allocate resources based on operating income as determined in our condensed consolidated statements of income and comprehensive income. Segment Financial Information Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 112.2 $ 56.4 $ 116.9 $ 46.3 $ (3.5) $ — $ 328.3 Depreciation and amortization expense 3.3 9.5 4.4 2.9 — 0.4 20.5 Operating income (loss) (1) (2) 13.0 (9.9) 26.4 2.2 — (18.0) 13.7 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 102.0 $ 80.7 $ 56.0 $ 36.5 $ (2.0) $ — $ 273.2 Depreciation and amortization expense 4.9 10.1 1.3 2.4 — 0.5 19.2 Operating income (loss) (1) 13.8 8.4 15.3 6.0 — (15.4) 28.1 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 313.9 $ 190.8 $ 301.0 $ 142.3 $ (9.2) $ — $ 938.8 Depreciation and amortization expense 11.0 28.5 10.9 8.2 — 1.2 59.8 Operating income (loss) (1) (2) 42.0 (6.5) 67.7 16.1 — (51.1) 68.2 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 305.3 $ 290.9 $ 157.5 $ 117.3 $ (6.3) $ — $ 864.7 Depreciation and amortization expense 13.9 38.4 3.7 8.7 — 1.4 66.1 Operating income (loss) (1) 41.3 21.1 40.8 18.2 — (51.7) 69.7 _______________ (1) Restructuring costs for the: • three months ended September 30, 2021 were $1.9 ($0.5 - Heat Transfer Systems and $1.4 - Repair, Service & Leasing) . • three months ended September 30, 2020 were $1.9 ($0.3 - Cryo Tank Solutions, $1.1 - Heat Transfer Systems, $0.1 - Repair, Service & Leasing, $0.4 - Corporate). • nine mo nths ended September 30, 2021 were $2.9 ($0.3 - Cryo Tank Solutions, $1.2 - Heat Transfer Systems and $1.4 - Repair, Service & Leasing). • nine months ended September 30, 2020 were $12.7 ($3.2 - Cryo Tank Solutions, $6.8 - Heat Transfer Systems, $0.1 - Repair, Service & Leasing, $2.6 - Corporate). (2) Includes acquisition-related contingent consideration adjustments of $0.3 and $2.3 in our Specialty Products segment for the three and nine months ended September 30, 2021, respectively. Sales by Geography Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 49.8 $ 38.9 $ 59.1 $ 29.3 $ (1.7) $ 175.4 Europe, Middle East, Africa and India 31.5 4.4 46.9 6.6 (1.0) 88.4 Asia-Pacific 30.2 13.0 10.4 9.5 (0.7) 62.4 Rest of the World 0.7 0.1 0.5 0.9 (0.1) 2.1 Total $ 112.2 $ 56.4 $ 116.9 $ 46.3 $ (3.5) $ 328.3 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 38.6 $ 54.2 $ 21.4 $ 27.2 $ (0.8) $ 140.6 Europe, Middle East, Africa and India 41.7 9.3 33.3 7.1 (0.9) 90.5 Asia-Pacific 20.2 16.9 1.2 2.0 (0.3) 40.0 Rest of the World 1.5 0.3 0.1 0.2 — 2.1 Total $ 102.0 $ 80.7 $ 56.0 $ 36.5 $ (2.0) $ 273.2 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 125.3 $ 127.4 $ 128.5 $ 87.8 $ (4.4) $ 464.6 Europe, Middle East, Africa and India 101.9 21.0 145.8 26.2 (2.7) 292.2 Asia-Pacific 83.5 41.8 25.6 27.2 (2.0) 176.1 Rest of the World 3.2 0.6 1.1 1.1 (0.1) 5.9 Total $ 313.9 $ 190.8 $ 301.0 $ 142.3 $ (9.2) $ 938.8 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 122.9 $ 207.5 $ 72.4 $ 87.6 $ (2.9) $ 487.5 Europe, Middle East, Africa and India 108.2 29.0 78.8 23.6 (2.1) 237.5 Asia-Pacific 68.7 53.6 5.9 5.6 (1.2) 132.6 Rest of the World 5.5 0.8 0.4 0.5 (0.1) 7.1 Total $ 305.3 $ 290.9 $ 157.5 $ 117.3 $ (6.3) $ 864.7 Total Assets Corporate assets mainly include cash and cash equivalents and long-term deferred income taxes as well as certain corporate-specific property, plant and equipment, net and certain investments. Our allocation methodology for property, plant and equipment, net of the reportable segments differs from our allocation method of depreciation expense of a reportable segment and therefore, depreciation expense does not entirely align with the related depreciable assets of the reportable segments. Furthermore, since finite-lived intangible assets are excluded from total assets of reportable segments while amortization expense is allocated to each of our reportable segments, amortization expense by segment inherently does not align with the related amortizable intangible assets of the reportable segments. September 30, December 31, Cryo Tank Solutions $ 382.0 $ 399.2 Heat Transfer Systems 228.9 247.2 Specialty Products 371.5 178.3 Repair, Service & Leasing 183.9 142.6 Total assets of reportable segments 1,166.3 967.3 Goodwill (1) 952.7 865.9 Identifiable intangible assets, net (1) 538.0 493.1 Corporate 324.8 244.2 Total $ 2,981.8 $ 2,570.5 _______________ (1) See Note 8, “Goodwill and Intangible Assets,” for further information related to goodwill and identifiable intangible assets, net. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category: Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 98.1 $ 4.6 $ 82.3 $ 29.2 $ (3.1) $ 211.1 Over time 14.1 51.8 34.6 17.1 (0.4) 117.2 Total $ 112.2 $ 56.4 $ 116.9 $ 46.3 $ (3.5) $ 328.3 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 99.3 $ 6.6 $ 43.5 $ 25.7 $ (1.9) $ 173.2 Over time 2.7 74.1 12.5 10.8 (0.1) 100.0 Total $ 102.0 $ 80.7 $ 56.0 $ 36.5 $ (2.0) $ 273.2 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 286.6 $ 15.4 $ 217.6 $ 93.7 $ (7.5) $ 605.8 Over time 27.3 175.4 83.4 48.6 (1.7) 333.0 Total $ 313.9 $ 190.8 $ 301.0 $ 142.3 $ (9.2) $ 938.8 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 280.7 $ 21.8 $ 114.9 $ 79.6 $ (4.0) $ 493.0 Over time 24.6 269.1 42.6 37.7 (2.3) 371.7 Total $ 305.3 $ 290.9 $ 157.5 $ 117.3 $ (6.3) $ 864.7 Refer to Note 3, “Reportable Segments,” for a table of revenue by reportable segment disaggregated by geography. Contract Balances The following table represents changes in our contract assets and contract liabilities balances: September 30, 2021 December 31, 2020 Year-to-date Change ($) Year-to-date Change (%) Contract assets Accounts receivable, net of allowances $ 237.1 $ 200.8 $ 36.3 18.1 % Unbilled contract revenue 94.4 79.4 15.0 18.9 % Contract liabilities Customer advances and billings in excess of contract revenue $ 163.6 $ 118.9 $ 44.7 37.6 % Long-term deferred revenue 0.1 1.9 (1.8) (94.7) % Revenue recognized for the three months ended September 30, 2021 and 2020, that was included in the contract liabilities balance at the beginning of each year was $19.8 and $24.3 , respectively. Revenue recognized for the nine months ended September 30, 2021 and 2020, that was included in the contract liabilities balance at the beginning of each year was $97.4 and $76.2 , respectively. The amount of revenue recognized during the three and nine months ended September 30, 2021 from performance obligations satisfied or partially satisfied in previous periods as a result of changes in the estimates of variable consideration related to long-term contracts, was not significant. Remaining Performance Obligations Remaining performance obligations represent the transaction price of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, and excludes unexercised contract options and potential orders. As of September 30, 2021, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $1,102.2 . We expect to recognize revenue on approximately 79.4% o |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments in equity securities We measure certain of our investments in equity securities at fair value on a recurring basis. Furthermore, we categorize these investments in equity securities according to the fair value hierarchy as defined in Note 2, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020. Mark-to-market fair value adjustments in these investments in equity securities are classified as unrealized loss (gain) on investments in equity securities in our condensed consolidated statements of income and comprehensive income. For certain other investments in equity securities that are not measured at fair value on a recurring basis, we measure such investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. For additional information, see Note 6, “Investments” in our Annual report on form 10-K for the year ended December 31, 2020. The following table summarizes the components of our investments in equity securities: Investment in Equity Securities, Level 1 (1) Investment in Equity Securities, Level 2 (1) Investments in Equity Securities, All Others (3) Equity Method Investments (4) (6) Investments Total Balance at December 31, 2020 $ 53.8 $ 4.1 $ 15.7 $ 5.3 $ 78.9 New investments (2) (5) (6) — — 45.0 58.2 103.2 Reclassification from investment in equity securities to equity method investment (6) — — (36.4) 36.4 — (Decrease) increase in fair value of investments in equity securities (25.8) 6.3 20.7 — 1.2 Equity in earnings — — — 0.1 0.1 Foreign currency translation (losses) gains (2.3) — 0.3 (1.6) (3.6) Balance at September 30, 2021 $ 25.7 $ 10.4 $ 45.3 $ 98.4 $ 179.8 _______________ (1) Our investment in McPhy (Euronext Paris: MCPHY - ISIN; FR001742329) represents a Level 1 investment while our investment in Stabilis Energy, Inc. represents a Level 2 investment. For the three and nine months ended September 30, 2021, we recognized an unrealized loss of $6.0 and $25.8, respectively, in our Level 1 investment and an unrealized loss of $4.3 and unrealized gain of $6.3, respectively, in our Level 2 investment. (2) During the second quarter 2021, we completed an investment in Earthly Labs Inc. (“Earthly Labs”) in the amount of $5.0 for approximately 15% of its equity. Earthly Labs is the leading provider of small-scale carbon capture systems offering an affordable, small footprint technology platform called “CiCi ®” to capture, recycle, reuse, track and sell CO2. Earthly Labs proprietary approach includes hardware, software and services to address half of all existing carbon dioxide emissions from industrial sources while converting molecules to value. During the first quarter 2021, we completed an investment in Transform Materials LLC (“Transform Materials”) in the amount of $25.0 for approximately 5% of its equity. Transform Materials is a sustainable chemical technology company that uses microwave plasma to convert natural gas into acetylene and hydrogen. Its highly selective, cost-effective, net-carbon-negative process converts the methane in natural gas into high-value products suitable for direct use or downstream reactions. Also, during the first quarter 2021, we completed an investment in Svante Inc. (“Svante”) in the amount of $15.0 for under 10% of its capital stock on a fully diluted basis. Svante offers companies in emissions-intensive industries a commercially viable way to capture large-scale CO2 emissions from existing infrastructure, either for safe storage or to be recycled for further industrial use in a closed loop. (3) Our investments in Svante, Transform Materials and Earthly Labs are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. (4) Our equity investments accounted for under the equity method of accounting include a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $3.0 and $2.8 at September 30, 2021 and December 31, 2020, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. Additionally, we have a 25% ownership interest in Liberty LNG, which was valued at $2.4 a nd $2.1 at September 30, 2021 and December 31, 2020, respectively. (5) During the second quarter 2021 on May 19, 2021, we completed an investment in Cryomotive GmbH (“Cryomotive”) in the amount of 6.5 million euros (equivalent to $7.9) for a 24.9% ownership interest. Our equity method investment in Cryomotive was $7.2 at September 30, 2021. Cryomotive is a leading green-tech mobility startup in Germany developing a disruptive clean hydrogen storage and refueling technology platform focused on compressed cold hydrogen and cryogenic high-pressure storage. Cryomotive’s proprietary CcH2 CRYOGAS technology aims to decarbonize long-haul commercial vehicles while keeping the range and fueling times similar to diesel powered vehicles. (6) During the fourth quarter 2020, we completed an investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) in the amount of CAD 20 million ($15.7 million) in exchange for 15.6% of HTEC’s common stock on a fully-diluted basis. On September 7, 2021 (the “Closing Date”), we completed an additional investment in HTEC in the amount of CAD 63.3 million (equivalent to $50.3) (the “New Investment”), which increased our investment ownership to 25% of HTEC’s common stock on a fully-diluted basis. As such, HTEC is now classified as an equity method investment. We recognized a gain of $20.7 upon remeasurement of the initial HTEC investment due to an observable price change in an orderly transaction for similar instruments of the same issuer, which is recognized in unrealized (gain) loss on investments in equity securities in the condensed consolidated statements of income for the three and nine months ended September 30, 2021. Co-Investment Agreement Simultaneously with the consummation of the New Investment, certain affiliated funds managed by I Squared Capital (collectively, “ISQ”), an infrastructure-focused private equity firm, also purchased a portion of HTEC’s common stock from both HTEC and certain HTEC shareholders (other than Chart) such that the aggregate number of shares of HTEC common stock held by ISQ represents 35% of HTEC’s common stock on a fully-diluted basis (the “ISQ Investment” and, together with the New Investment, the “Investments”). The ISQ Investment was completed at the same purchase price of CAD $24.33 per share (i.e., approximately CAD $153 million in the aggregate). In connection with the Investments, Chart and ISQ entered into a Co-Investment Agreement, dated as of the Closing Date (the “Co-Investment Agreement”), pursuant to which Chart and ISQ have agreed to the following (among other things, and assuming the consummation of the Investments): • In the following circumstances, ISQ shall have the right to sell to Chart all (and not less than all) of the shares of HTEC common stock acquired as part of the ISQ Investment and which are still held by ISQ at such time (the “Put Option”): (i) the third anniversary of the Closing Date, (ii) the date Chart undergoes a change of control (subject to certain exceptions), (iii) the date upon which Chart, during the period from the Closing Date through the third anniversary of the Closing Date, has made certain distributions to its shareholders (including cash or other dividends, or via a spin-off transaction), in excess of $900 million, (iv) the date, if any, upon which our leverage ratio exceeds certain thresholds, and (v) the date, if any, of a bankruptcy event (including certain insolvency-related actions) involving Chart. In the event of such a bankruptcy event, ISQ shall also have certain rights to be paid cash liquidated damages by Chart in lieu of ISQ exercising the Put Option, which shall be calculated as the difference between the ISQ Put Option Consideration (as defined below) and the then fair market value of the HTEC common stock (in the event such fair market value is less than the ISQ Put Option Consideration) then held by ISQ. • In the event that ISQ exercises its Put Option, we shall pay to ISQ an amount in cash (subject to a pro rata reduction in the event the Put Option is exercised prior to the third anniversary of the Closing Date) in exchange for the HTEC common stock then held by ISQ such that ISQ shall realize the greater of (i) an internal rate of return of 10% and (ii) a multiple on ISQ’s invested capital of 1.65x, in each case with respect to each share of HTEC common stock which is subject to the Put Option (the “ISQ Put Option Consideration”); provided, however, that in certain circumstances, we shall be permitted to pay all or some of such amount in the form of shares of our publicly traded common stock (up to 7% of our issued and outstanding common stock on a fully diluted basis following the payment of the ISQ Put Option Consideration with such shares). • Conversely, at any time from and after the third anniversary of the Closing Date, we shall have the right to purchase from ISQ up to 20% of the shares of HTEC common stock acquired as part of the ISQ Investment and which are still held by ISQ at such time (the “Call Option”). In the event that we exercise our Call Option, we shall pay to ISQ an amount in cash in exchange for such common stock such that ISQ shall realize the greater of (i) an internal rate of return of 12.5% and (ii) a multiple on ISQ’s invested capital of 1.65x, in each case with respect to each share of HTEC common stock which is subject to the Call Option. • In addition, we shall have (i) a right of first offer with respect to any shares of HTEC common stock acquired as part of the ISQ Investment that ISQ desires to transfer to any third party and (ii) a right of first refusal with respect to any such shares that ISQ has determined to sell to a third party pursuant to a definitive agreement therewith (provided that the purchase consideration paid by Chart to ISQ upon our exercise of such right of first refusal must be equal to 102% of the purchase consideration agreed to be paid by such third party). • In certain circumstances and subject to other requirements set forth in HTEC’s organizational documents and shareholder agreement, (i) following the 18-month anniversary of the Closing Date, to the extent requested by ISQ, we shall be required to consent to HTEC’s pursuit of an initial public offering (so long as the expected fair market value of the HTEC common stock at such time exceeds 3.5x the per share price set forth above for the Investments), and (ii) following the seven-year anniversary of the Closing Date, to the extent requested by ISQ, we shall be required to consent to a sale process (or similar process related to a liquidity event) of HTEC, and Chart shall be subject to certain customary drag-along rights with respect thereto. The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases Lessee Accounting As of September 30, 2021 and December 31, 2020, operating right-of-use (“ROU”) assets and lease liabilities were $27.3 and $27.1 ($5.4 of which was current) and $29.0 and $28.7 ($5.1 of which was current), respectively. The weighted-average remaining term for lease contracts was 4.9 years at September 30, 2021, with maturity dates ranging from October 2021 to February 2029. The weighted-average discount rate was 2.3% at September 30, 2021. ROU assets are classified as property, plant and equipment, net in the condensed consolidated balance sheets. We incurred $3.0 and $2.5 of rental expense under operating leases for the three months ended September 30, 2021 and 2020, respectively, and $9.0 and $8.4 for the nine months ended September 30, 2021 and 2020, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table summarizes future minimum lease payments for non-cancelable operating leases as of September 30, 2021: 2021 $ 2.1 2022 6.9 2023 6.3 2024 6.2 2025 5.5 Thereafter (1) 3.6 Total future minimum lease payments $ 30.6 _______________ (1) As of September 30, 2021, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2025 relate to eight leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. The net investment of our lease receivables is measured at the commencement date as the present value of the lease payments not yet received. As of September 30, 2021 and December 31, 2020, our short-term net investment in sales type leases was $7.6 and $0.2, respectively and is included in other current assets. Our long-term net investment in sales type leases was $26.5 and $0.5 and is included in other assets in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. For sales type leases, interest income was $0.3 and $0.5 in the condensed consolidated statements of income for the three and nine months ended September 30, 2021, respectively. Operating leases are reported as equipment leased to others within property, plant, and equipment, net in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sales-type leases $ 13.0 $ 36.2 Operating leases 0.7 1.7 Total sales from leases $ 13.7 $ 37.9 Sales from sales-type and operating leases are presented net of sales tax and other related taxes. Interest income is recognized over the lease term using the effective interest method. The following table represents scheduled payments for sales-type leases: September 30, 2021 Remainder of 2021 $ 1.7 2022 7.8 2023 7.8 2024 7.8 2025 7.8 Thereafter 6.5 Total 39.4 Less: unearned income 5.3 Total $ 34.1 Lease payments from operating leases are recorded as income on a straight-line basis over the lease term. Operating lease assets are recorded at cost and depreciated based on their useful lives on a straight-line basis. The following table represents the cost of equipment leased to others: September 30, 2021 December 31, 2020 Equipment leased to others, cost $ 12.0 $ 5.1 Less: accumulated depreciation 2.0 1.4 Equipment leased to others, net $ 10.0 $ 3.7 The following table represents payments due for operating leases: September 30, 2021 Remainder of 2021 $ 0.3 2022 0.4 2023 0.2 2024 0.2 2025 0.1 Thereafter 0.1 Total $ 1.3 |
Leases | Leases Lessee Accounting As of September 30, 2021 and December 31, 2020, operating right-of-use (“ROU”) assets and lease liabilities were $27.3 and $27.1 ($5.4 of which was current) and $29.0 and $28.7 ($5.1 of which was current), respectively. The weighted-average remaining term for lease contracts was 4.9 years at September 30, 2021, with maturity dates ranging from October 2021 to February 2029. The weighted-average discount rate was 2.3% at September 30, 2021. ROU assets are classified as property, plant and equipment, net in the condensed consolidated balance sheets. We incurred $3.0 and $2.5 of rental expense under operating leases for the three months ended September 30, 2021 and 2020, respectively, and $9.0 and $8.4 for the nine months ended September 30, 2021 and 2020, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table summarizes future minimum lease payments for non-cancelable operating leases as of September 30, 2021: 2021 $ 2.1 2022 6.9 2023 6.3 2024 6.2 2025 5.5 Thereafter (1) 3.6 Total future minimum lease payments $ 30.6 _______________ (1) As of September 30, 2021, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2025 relate to eight leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. The net investment of our lease receivables is measured at the commencement date as the present value of the lease payments not yet received. As of September 30, 2021 and December 31, 2020, our short-term net investment in sales type leases was $7.6 and $0.2, respectively and is included in other current assets. Our long-term net investment in sales type leases was $26.5 and $0.5 and is included in other assets in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. For sales type leases, interest income was $0.3 and $0.5 in the condensed consolidated statements of income for the three and nine months ended September 30, 2021, respectively. Operating leases are reported as equipment leased to others within property, plant, and equipment, net in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sales-type leases $ 13.0 $ 36.2 Operating leases 0.7 1.7 Total sales from leases $ 13.7 $ 37.9 Sales from sales-type and operating leases are presented net of sales tax and other related taxes. Interest income is recognized over the lease term using the effective interest method. The following table represents scheduled payments for sales-type leases: September 30, 2021 Remainder of 2021 $ 1.7 2022 7.8 2023 7.8 2024 7.8 2025 7.8 Thereafter 6.5 Total 39.4 Less: unearned income 5.3 Total $ 34.1 Lease payments from operating leases are recorded as income on a straight-line basis over the lease term. Operating lease assets are recorded at cost and depreciated based on their useful lives on a straight-line basis. The following table represents the cost of equipment leased to others: September 30, 2021 December 31, 2020 Equipment leased to others, cost $ 12.0 $ 5.1 Less: accumulated depreciation 2.0 1.4 Equipment leased to others, net $ 10.0 $ 3.7 The following table represents payments due for operating leases: September 30, 2021 Remainder of 2021 $ 0.3 2022 0.4 2023 0.2 2024 0.2 2025 0.1 Thereafter 0.1 Total $ 1.3 |
Leases | Leases Lessee Accounting As of September 30, 2021 and December 31, 2020, operating right-of-use (“ROU”) assets and lease liabilities were $27.3 and $27.1 ($5.4 of which was current) and $29.0 and $28.7 ($5.1 of which was current), respectively. The weighted-average remaining term for lease contracts was 4.9 years at September 30, 2021, with maturity dates ranging from October 2021 to February 2029. The weighted-average discount rate was 2.3% at September 30, 2021. ROU assets are classified as property, plant and equipment, net in the condensed consolidated balance sheets. We incurred $3.0 and $2.5 of rental expense under operating leases for the three months ended September 30, 2021 and 2020, respectively, and $9.0 and $8.4 for the nine months ended September 30, 2021 and 2020, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table summarizes future minimum lease payments for non-cancelable operating leases as of September 30, 2021: 2021 $ 2.1 2022 6.9 2023 6.3 2024 6.2 2025 5.5 Thereafter (1) 3.6 Total future minimum lease payments $ 30.6 _______________ (1) As of September 30, 2021, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2025 relate to eight leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. The net investment of our lease receivables is measured at the commencement date as the present value of the lease payments not yet received. As of September 30, 2021 and December 31, 2020, our short-term net investment in sales type leases was $7.6 and $0.2, respectively and is included in other current assets. Our long-term net investment in sales type leases was $26.5 and $0.5 and is included in other assets in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. For sales type leases, interest income was $0.3 and $0.5 in the condensed consolidated statements of income for the three and nine months ended September 30, 2021, respectively. Operating leases are reported as equipment leased to others within property, plant, and equipment, net in our condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sales-type leases $ 13.0 $ 36.2 Operating leases 0.7 1.7 Total sales from leases $ 13.7 $ 37.9 Sales from sales-type and operating leases are presented net of sales tax and other related taxes. Interest income is recognized over the lease term using the effective interest method. The following table represents scheduled payments for sales-type leases: September 30, 2021 Remainder of 2021 $ 1.7 2022 7.8 2023 7.8 2024 7.8 2025 7.8 Thereafter 6.5 Total 39.4 Less: unearned income 5.3 Total $ 34.1 Lease payments from operating leases are recorded as income on a straight-line basis over the lease term. Operating lease assets are recorded at cost and depreciated based on their useful lives on a straight-line basis. The following table represents the cost of equipment leased to others: September 30, 2021 December 31, 2020 Equipment leased to others, cost $ 12.0 $ 5.1 Less: accumulated depreciation 2.0 1.4 Equipment leased to others, net $ 10.0 $ 3.7 The following table represents payments due for operating leases: September 30, 2021 Remainder of 2021 $ 0.3 2022 0.4 2023 0.2 2024 0.2 2025 0.1 Thereafter 0.1 Total $ 1.3 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the components of inventory: September 30, December 31, Raw materials and supplies $ 180.7 $ 124.7 Work in process 76.7 57.8 Finished goods 83.7 65.9 Total inventories, net $ 341.1 $ 248.4 The allowance for excess and obsolete inventory balance at September 30, 2021 and December 31, 2020 was $11.1 and $9.7, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table represents the changes in goodwill by segment: Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Consolidated Balance at December 31, 2020 $ 93.2 $ 435.2 $ 172.4 $ 165.1 $ 865.9 Goodwill acquired during the period (1) (2) — 2.9 82.1 10.1 95.1 Foreign currency translation adjustments and other (6.1) (3.3) 0.2 — (9.2) Purchase price adjustments (3) — — 0.9 — 0.9 Balance at September 30, 2021 $ 87.1 $ 434.8 $ 255.6 $ 175.2 $ 952.7 _______________ (1) For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 11, “Business Combinations.” (2) Goodwill acquired during the period for the L.A. Turbine acquisition of $42.1 was allocated to certain reporting units as follows: $2.9 - Heat Transfer Systems, $29.1 - Specialty Products and $10.1 - Repair Service & Leasing. Goodwill acquired during the period for the Cryogenic Gas Technologies, Inc. and AdEdge Holdings, LLC acquisitions was $34.1 and $18.9, respectively and is included in the Specialty Products segment. (3) During the first nine months of 2021, we recorded purchase price adjustments that increased goodwill by $0.9 in Specialty Products related to the Blue-In-Green, LLC acquisition. Amounts included in accumulated goodwill impairment loss at both September 30, 2021 and December 31, 2020 were $129.0 ($23.5 - Cryo Tank Solutions, $49.3 - Heat Transfer Systems, $35.8 - Specialty Products, $20.4 - Repair, Service & Leasing). 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) : September 30, 2021 December 31, 2020 Weighted-average Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 13 years $ 317.5 $ (76.7) $ 302.5 $ (59.9) Unpatented technology 13 years 151.2 (27.0) 110.4 (22.3) Patents and other 5 years 7.8 (1.1) 8.4 (1.8) Trademarks and trade names 13 years 3.5 (1.7) 3.6 (1.4) Land use rights 50 years 11.2 (1.6) 11.1 (1.4) Total finite-lived intangible assets 14 years 491.2 (108.1) 436.0 (86.8) Indefinite-lived intangible assets: Trademarks and trade names 154.9 — 143.9 — Total intangible assets $ 646.1 $ (108.1) $ 579.9 $ (86.8) _______________ (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 $10.1 and $9.4 for the three months ended September 30, 2021 and 2020, respectively, and $28.5 and $37.3 for the nine months ended September 30, 2021 and 2020, respectively. We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2021 $ 38.6 2022 39.6 2023 38.8 2024 37.5 2025 36.7 Government Grants We received certain government grants related to land use rights for capacity expansion in China (“China Government Grants”). China Government Grants are generally recorded in other current liabilities and other long-term liabilities in the unaudited condensed consolidated balance sheets and generally recognized into income over the useful life of the associated assets (10 to 50 years). China Government Grants are presented in our unaudited condensed consolidated balance sheets as follows: September 30, December 31, Current $ 0.5 $ 0.5 Long-term 7.0 7.3 Total China Government Grants $ 7.5 $ 7.8 |
Debt and Credit Arrangements
Debt and Credit Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings: September 30, December 31, Senior secured revolving credit facility and term loan: Term loan due June 2024 (1) $ 103.1 $ 103.1 Senior secured revolving credit facility due June 2024 (2) (3) 440.1 123.5 Unamortized debt issuance costs (3.9) (5.0) Senior secured revolving credit facility and term loan, net of debt issuance costs 539.3 221.6 Convertible notes due November 2024: Principal amount 258.8 258.8 Unamortized discount (4) — (34.8) Unamortized debt issuance costs (3.0) (3.1) Convertible notes due November 2024, net of unamortized discount and debt issuance costs 255.8 220.9 Total debt, net of unamortized discount and debt issuance costs 795.1 442.5 Less: current maturities 255.7 220.9 Long-term debt $ 539.4 $ 221.6 _______________ (1) As of September 30, 2021, there were $103.1 in borrowings outstanding under the term loan due June 2024, which is due at maturity, bearing an interest rate of 2.3% (2.5% as of December 31, 2020). (2) The senior secured revolving credit facility due 2024 includes $100.0 sub limit for letters of credit, a $250.0 sub limit for discretionary letters of credit and $50.0 sub limit for swingline loans. As of September 30, 2021, there were $440.1 in borrowings outstanding under the senior secured revolving credit facility due 2024 bearing a weighted-average interest rate of 2.2% (2.1% as of December 31, 2020) and $26.9 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2024. As of September 30, 2021, the senior secured revolving credit facility due 2024 had availability of $83.0. (3) A portion of borrowings outstanding under our senior secured revolving credit facility due 2024 are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were 78.0 million euros (equivalent to $90.3) and 74.5 million euros (equivalent to $91.4) at September 30, 2021 and December 31, 2020, respectively. During the three and nine months ended September 30, 2021, we recognized an unrealized foreign currency gain of $2.4 and $5.4, respectively, relative to the translation of the EUR Revolver Borrowings outstanding during the reporting period. This unrealized foreign currency gain is classified as foreign currency (gain) loss and other in the condensed consolidated statements of income for the three and nine months ended September 30, 2021. (4) We derecognized the debt discount associated with the convertible notes due November 2024 upon adoption of ASU 2020-06 on January 1, 2021. Senior Secured Revolving Credit Facility and Term Loan At September 30, 2021, we had a senior secured revolving credit facility (the “SSRCF”) and a term loan (together, the “2024 Credit Facilities”), which originally consisted of the following: • The SSRCF had a borrowing capacity of $550.0. • The principal amount of the term loan was $450.0. • The 2024 Credit Facilities bear interest at a base rate margin determined on a leveraged-based scale which ranges from 25 to 150 basis points for alternative base rate loans and 125 to 250 basis points for LIBOR loans. • Interest and fees were payable on a quarterly basis (or if earlier, at the end of each interest period for LIBOR loans). Significant financial covenants for the 2024 Credit Facilities included financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after June 30, 2019, (i) requires the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than specified maximum ratio levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than a specified minimum ratio level. The 2024 Credit Facilities include 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 September 30, 2021, we were in compliance with all covenants. The 2024 Credit Facilities also contain customary events of default. If such an event of default occurs, the lenders thereunder would be entitled to take various actions, including the acceleration of amounts due and all actions permitted to be taken by a secured creditor. The 2024 Credit Facilities are guaranteed by Chart and substantially all of its U.S. subsidiaries and secured by substantially all of the assets of Chart and our U.S. subsidiaries and 65% of the capital stock of our material non-U.S. subsidiaries (as defined by the Fourth Amended and Restated Credit Agreement) that are owned by U.S. subsidiaries. On September 28, 2020 and April 20, 2020, we amended our 2024 Credit Facilities. The amendments, among other things, (i) reduce the LIBO Screen Rate (as defined in the Credit Agreement) floor by half, effectively reducing all interest payable by Chart (ii) provide Chart with further flexibility to complete divestitures at its discretion by changing the “catch-all” permitted divestiture basket from a small annual cap to a more substantial life-of the-facility cap, (iii) adjust the pricing grid in order to accommodate potentially higher leverage ratios, (iv) adjust factoring related definitions and other related provisions to provide Chart with greater flexibility to enter into such arrangements in the future, (v) incorporate a “cash hoarding” prevention covenant and (vi) incorporate various amendments to reflect interest rate floor and other changes to the Loan Syndications and Trading Association and Loan Market Association market standards for credit agreements. The terms and conditions under the 2024 Credit Facilities are otherwise substantially the same as those prior to the amendments. We recorded $1.9 in deferred debt issuance costs related to these amendments which are being amortized over the remaining term of the 2024 Credit Facilities. We recorded $6.1 in deferred debt issuance costs in conjunction with the 2024 Credit Facilities, which is included in long-term debt in the unaudited condensed consolidated balance sheet at September 30, 2021, associated with the term loan, which is being amortized over its five-year term beginning in July 2019. We paid $11.9 in deferred debt issuance costs related to the SSRCF. Deferred debt issuance costs are presented in other assets in the unaudited condensed consolidated balance sheets and are being amortized over the term of the SSRCF. At September 30, 2021, unamortized debt issuance costs associated with the SSRCF were $6.1. Subsequent Event – Fifth Amended and Restated Credit Agreement Subsequent to the end of the third quarter, on October 18, 2021, we entered into the Fifth Amended and Restated Credit Agreement (the “Amended Credit Agreement”), which provides for a senior secured revolving credit facility (the “Amended SSRCF”) in a principal amount of up to $1,000.0. The Amended SSRCF includes a $100.0 sublimit for letters of credit, a $250.0 sublimit for discretionary letters of credit and a $100.0 sublimit for swingline loans. Under the terms of the Amended Credit Agreement, we may, subject to the satisfaction of certain conditions, request increases in the revolving credit facility commitments in an aggregate principal amount of up to $500.0 or a lesser amount in integral multiples of $25.0 to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. The Amended SSRCF has five-year maturity. The Amended SSRCF bears interest, at our election, at a base rate plus an “applicable margin” (as described below) or LIBOR plus an applicable margin. Swingline loans bear interest at a base rate plus an applicable margin. The base rate, for any day, is a floating rate that is the greatest of the prime rate in effect on such day, the NYFRB rate (defined as the greater of the federal funds effective rate and the overnight bank funding rate) in effect on such day plus 50 basis points, and the adjusted LIBOR rate for a one-month interest period in dollars on such day plus 100 basis points. The “applicable margin” is determined on a leveraged-based sliding scale which, before giving effect to the sustainability pricing adjustments (as described below), ranges from 25 to 125 basis points for base rate loans and 125 to 225 basis points for LIBOR loans. We are required to pay commitment fees on any unused commitments under the Amended SSRCF which, before giving effect to the sustainability fee adjustments (as described below), is determined on a leverage-based sliding scale ranging from 20 to 35 basis points. Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period with respect to any LIBOR loans). The applicable margin described in the immediately preceding paragraph is subject to further adjustments based on reductions in the ratio between (i) the total greenhouse gas emissions, measured in metric tons CO2e, of Chart and its subsidiaries during such calendar year and (ii) the aggregate revenue, measured in U.S. Dollars, of Chart and its subsidiaries during such calendar year. These additional pricing adjustments range from an addition of 0.05% to a reduction of 0.025% in the applicable margin described above. The commitment fees described in the immediately preceding paragraph are also subject to sustainability fee adjustments based on the aforementioned ratio. The sustainability fee adjustments range from an addition of 0.01% to a reduction of 0.01%. Significant financial covenants for the Amended SSRCF include financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after September 30, 2021, (i) require the ratio of the amount of Chart’s and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than specified maximum ratio levels and (ii) require the ratio of the amount of Chart’s and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than a specified minimum ratio level. The Amended SSRCF includes a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. The Amended SSRCF also contains customary events of default. If such an event of default occurs, the lenders thereunder would be entitled to take various actions, including the acceleration of amounts due and all actions permitted to be taken by a secured creditor. The Amended SSRCF is guaranteed by Chart and substantially all of its U.S. subsidiaries, and secured by substantially all of the assets of Chart and its U.S. subsidiaries and 65% of the capital stock of our material non-U.S. subsidiaries (as defined in by the Amended SSRCF) that are owned by U.S. subsidiaries. The following table summarizes interest expense and financing costs amortization related to the 2024 Credit Facilities: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense, term loan due June 2024 $ 1.3 $ 3.4 $ 2.4 $ 11.6 Interest expense, senior secured revolving credit facility due June 2024 1.6 0.4 3.6 1.6 Interest expense, senior secured revolving credit facility and term loan due June 2024 $ 2.9 $ 3.8 $ 6.0 $ 13.2 Financing costs amortization, senior secured revolving credit facility and term loan due June 2024 $ 1.0 $ 0.9 $ 2.8 $ 2.6 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”). On December 31, 2020, we entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, between Chart and Wells Fargo Bank, National Association, as trustee, governing the 2024 Notes. Pursuant to the Supplemental Indenture, Chart irrevocably elected (i) to eliminate Chart’s option to elect Physical Settlement (as defined in the Indenture) on any conversion of 2024 Notes that occurs on or after the date of the Supplemental Indenture and (ii) that, with respect to any Combination Settlement (as defined in the Indenture) for a conversion of 2024 Notes, the Specified Dollar Amount (as defined in the Indenture) that will be settled in cash per $1,000 principal amount of the Notes shall be no lower than $1,000. The 2024 Notes bear interest at an annual rate of 1.00%, 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. Prior to December 31, 2020, a conversion of the 2024 Notes could have been 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). After December 31, 2020, a conversion of the 2024 Notes may be settled in either (1) cash or (2) cash for the principal amount of the 2024 Notes and any combination of cash and shares for the excess settlement amount above the principal amount of the 2024 Notes, at our election (subject to, and in accordance with, the settlement provisions of the Indenture and Supplemental Indenture). The initial conversion rate for the 2024 Notes is 17.0285 shares of common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2024 Notes, which is equal to an initial conversion price of approximately $58.725 per share, representing a conversion premium of approximately 35% above the closing price of our common stock of $43.50 per share on October 31, 2017. In addition, following certain corporate events that occur prior to the maturity date as described in the Indenture, we will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its 2024 Notes in connection with such a corporate event in certain circumstances. For purposes of calculating earnings per share, if the average market price of our common stock exceeds the applicable conversion price during the periods reported, shares contingently issuable under the 2024 Notes will have a dilutive effect with respect to our common stock. Since our closing common stock price of $191.11 at the end of the period exceeded the conversion price of $58.725, the if-converted value exceeded the principal amount of the 2024 Notes by approximately $583.4 at September 30, 2021. As described below, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to our common stock upon conversion of the 2024 Notes. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2024 Notes on each applicable trading day; (2) during the five 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. As of October 1, 2021, the 2024 Notes continue to be convertible at the option of the shareholders. This conversion right, which will remain available until December 31, 2021, was triggered since the closing price of our common stock was greater than or equal to $76.3425 (130% of the conversion price of the 2024 Notes) for at least 20 trading days during the last 30 trading days ending on September 30, 2021. Since the holders of the 2024 Notes could potentially convert their 2024 Notes at their option during the three month period subsequent to September 30, 2021, the $258.8 principal amount of the 2024 Notes was classified as a current liability in the consolidated balance sheet at September 30, 2021. As of December 31, 2020, the 2024 Notes were convertible at the option of the holders, and the liability component of the 2024 Notes was classified as a current liability. We will reassess the convertibility of the 2024 Notes and the related balance sheet classification on a quarterly basis. There have been no conversions as of the date of this filing. Prior to the adoption of ASU 2020-06, 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, represented 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, represented 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 and was being accreted to interest expense over the term of the 2024 Notes. After the adoption of ASU 2020-06, our convertible notes due November 2024 are no longer bifurcated into separate liability and equity components in our September 30, 2021 condensed consolidated balance sheet. Rather, the $258.8 principal amount of our convertible notes due November 2024 was classified as a liability only in our September 30, 2021 condensed consolidated balance sheet. Upon adoption of ASU 2020-06 and transition, we recorded an adjustment to the convertible notes liability component, equity component (additional paid-in-capital) and retained earnings. This adjustment was calculated based on the carrying amount of the convertible notes as if it had always been treated as a liability only. Refer to Note 1, “Basis of Preparation” for further discussion. Prior to the adoption of ASU 2020-06, we recorded $5.3 in deferred debt issuance costs associated with the 2024 Notes, which was 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. After the adoption of ASU 2020-06, we recorded an adjustment to the debt issuance costs contra liability and equity (additional paid-in-capital) components under the same premise, i.e. as if debt issuance costs had always been treated as a contra liability only. We amortize the adjusted unamortized debt issuance costs balance over the term of the 2024 Notes using the effective interest method. Refer to Note 1, “Basis of Preparation” for further discussion. Furthermore, interest expense related to the accretion of our convertible notes due November 2024 is no longer recognized. 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: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 2024 Notes, interest accretion of convertible notes discount $ — $ 2.0 $ — $ 5.9 2024 Notes, 1.0% contractual interest coupon 0.6 0.6 1.9 1.9 2024 Notes, total interest expense $ 0.6 $ 2.6 $ 1.9 $ 7.8 2024 Notes, financing costs amortization $ 0.2 $ 0.2 $ 0.7 $ 0.6 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 4.41 shares of our common stock. Proceeds received from the issuance of the Warrant Transactions totaled approximately $46.0 and were recorded as an addition to additional paid-in capital in the December 31, 2017 consolidated balance sheet. The strike price of the Warrant Transactions will initially be $71.775 per share (subject to adjustment), which is approximately 65% above the last reported sale price of our common stock on October 31, 2017. The Warrant Transactions could have a dilutive effect to our stockholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants. The Note Hedge Transactions and Warrant Transactions effectively increased the conversion price of the 2024 Notes. The net cost of the Note Hedge Transactions and Warrant Transactions was approximately $13.5. Foreign Facilities In various markets where we do business, we have local credit facilities to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements. The facilities generally have variable interest rates and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. We are permitted to borrow up to USD equivalent $75.7 under certain of our foreign facilities. As of September 30, 2021 and December 31, 2020 there were none outstanding in USD equivalent in borrowings outstanding under these facilities. Certain of our foreign facilities allow us to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. We have foreign letters of credit and bank guarantees that totaled USD equivalent $39.4 and $47.7 as of September 30, 2021 and December 31, 2020, respectively. Letters of Credit L.A. Turbine, a wholly-owned subsidiary of the Company, had $0.2 in deposits in a bank outside of the SSRCF to secure letters of credit as of September 30, 2021. Chart Energy & Chemicals, Inc, a wholly-owned subsidiary of the Company, had $1.0 in deposits in a bank outside of the SSRCF to secure letters of credit as of December 31, 2020. The deposits are treated as restricted cash and restricted cash equivalents in the unaudited condensed consolidated balance sheets. Fair Value Disclosures The fair value of the 2024 Notes was approximately 333% and 210% of their par value as of September 30, 2021 and December 31, 2020, respectively. The 2024 Notes are actively quoted instruments and, accordingly, the fair value of the 2024 Notes was determined using Level 1 inputs. |
Product Warranties
Product Warranties | 9 Months Ended |
Sep. 30, 2021 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties We provide product warranties with varying terms and durations for the majority of our products. We estimate our warranty reserve by considering historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside our typical experience. We record warranty expense in cost of sales in the unaudited condensed consolidated statements of income and comprehensive income. Product warranty claims not expected to occur within one year are included as part of other long-term liabilities in the unaudited condensed consolidated balance sheets. The following table represents changes in our consolidated warranty reserve: Balance at December 31, 2020 $ 11.9 Issued – warranty expense 3.4 Warranty usage (3.6) Balance at September 30, 2021 $ 11.7 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations AdEdge Acquisition On August 27, 2021, we acquired 100% of the equity interests of AdEdge Holdings, LLC (“AdEdge”) for approximately $37.5 in cash (subject to certain customary adjustments), net of $1.4 of cash acquired. AdEdge is a water treatment technology and solution provider specializing in the design, development, fabrication and supply of water treatment solutions, specialty medias, legacy and innovative technologies that remove a wide range of contaminants from water. The preliminary estimated fair value of the total net assets acquired include goodwill, identifiable intangible assets and other net assets at the date of acquisition in the amounts of $18.9, $15.2 and $4.8 respectively. L.A. Turbine Acquisition On July 1, 2021, we acquired 100% of the equity interests of L.A. Turbine (“LAT”) for approximately $76.6 in cash (subject to certain customary adjustments), net of $1.4 of cash acquired. LAT is a global leader in turboexpander design, engineering, manufacturing, assembly and testing process for new and aftermarket equipment, with significant in-house engineering expertise. The preliminary estimated useful lives of identifiable finite-lived intangible assets range from less than one year to 15 years. The excess of the purchase price over the estimated fair values is assigned to goodwill. LAT complements our Heat Transfer Systems and Specialty Products segments with the addition of its application-specific, highly engineered turboexpanders which further differentiates Chart’s end market diversity especially in hydrogen and helium liquefaction in addition to industrial gas, natural gas processing, power generation and petrochemical applications. Furthermore, LAT’s aftermarket business will further bolster our Repair, Service & Leasing segment. The addition of LAT’s turboexpanders new equipment and aftermarket businesses allows Chart 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 LAT integrating with our Heat Transfer Systems, Specialty Products and Repair, Service & Leasing segments. Goodwill recorded for the LAT acquisition is not expected to be deductible for tax purposes. The following table summarizes the preliminary estimated fair value of the assets acquired in the L.A. Turbine acquisition at the acquisition date: Net assets acquired: Identifiable intangible assets $ 43.7 Goodwill 42.1 Other assets 4.6 Property, plant and equipment 2.6 Cash and cash equivalents 1.4 Liabilities (16.4) Net assets acquired $ 78.0 Information regarding preliminary estimated identifiable intangible assets acquired in the L.A. Turbine acquisition is presented below: Weighted-average Estimated Useful Life Preliminary Estimated Asset Fair Value Finite-lived intangible assets acquired: Unpatented technology 14.5 years $ 33.4 Customer relationships 14.5 years 1.5 Backlog 2.5 years 0.7 Other identifiable intangible assets (1) 3.4 years 0.2 Total finite-lived intangible assets acquired 14.2 years 35.8 Indefinite-lived intangible assets acquired: Trademarks and trade names 7.9 Total intangible assets acquired $ 43.7 _______________ (1) Other identifiable intangible assets is included in “Patents and other” in Note 8, “Goodwill and Intangible Assets.” Cryo Technologies Acquisition On February 16, 2021, we acquired 100% of the equity interests of Cryogenic Gas Technologies, Inc. (“Cryo Technologies”) for approximately $55.0 in cash (subject to certain customary adjustments), net of $0.6 cash acquired. Cryo Technologies is a global leader in custom engineered process systems to separate, purify, refrigerate, liquefy and distribute high value industrial gases such as hydrogen, helium, argon and hydrocarbons with design capabilities for cold boxes for hydrogen and helium use. The distribution systems Cryo Technologies supplies are located within the helium and hydrogen liquefaction facilities and are inclusive of trailer loading systems, which facilitates the first step in product distribution. The preliminary estimated fair value of the net assets acquired and goodwill at the date of acquisition was $20.9 and $34.1, respectively. The purchase price allocation reported at March 31, 2021 was preliminary and was based on provisional fair values. During the second and third quarters of 2021 we received and analyzed new information about certain intangible assets and subsequently increased their fair value by $17.6. Net assets includes $19.5 in intangible assets, which consists of customer relationships, unpatented technology, trademarks and trade names, backlog and non-competition agreements. Sustainable Energy Solutions, Inc. Acquisition On December 23, 2020, we completed the acquisition of Sustainable Energy Solutions, Inc. (“SES”). SES’s Cryogenic Carbon Capture™ (CCC) technology eliminates most emissions from fossil fuels while enabling better use of intermittent renewables through grid-scale energy storage. The stock purchase was completed for a closing purchase price of $20.0 in cash at closing, subject to a post-closing working capital adjustment, plus a potential earn-out not to exceed $25.0. The preliminary estimated fair value of the net assets acquired and goodwill at the date of acquisition was $13.4 and $24.0, respectively. Net assets includes $17.3 in intangible assets, which consists of unpatented technology, trade names and non-compete contracts. BlueInGreen, LLC Acquisition On November 3, 2020, we completed the acquisition of BlueInGreen, LLC (“BIG”), a leading dissolved-gas expert providing custom-engineered solutions for water treatment and industrial process applications that delivers tangible economic, social and environmental value. The stock purchase was completed for a purchase price of $20.0 in cash at closing (subject to customary adjustments), plus a potential earn-out not to exceed $6.0. The preliminary estimated fair value of the net assets acquired and goodwill at the date of acquisition was $7.9 and $15.7, respectively. The purchase price allocation reported at December 31, 2020 was preliminary and was based on provisional fair values. During the first nine months of 2021, we received and analyzed new information about certain intangible assets and subsequently decreased their estimated fair value by $0.9. Net assets includes $6.2 in intangible assets, which consists of non-compete contracts, unpatented technology, trademarks and trade names, certifications and licenses and customer relationships. Alabama Trailers Acquisition On October 13, 2020, we completed the acquisition of the Theodore, Alabama cryogenic trailer and hydrogen trailer (transport) assets of Worthington Industries, Inc. (NYSE: WOR) for $10.0 in cash (“Alabama Trailers”). Worthington Industries, Inc. exited the hydrogen trailer business and sold the business to Chart at a discount. As a result of the acquisition, we recorded a bargain purchase gain of $5.0. Alabama Trailers designs, manufactures and sells cryogenic trailers and hydrogen trailers used in industrial gas and energy applications. The purchase price allocations of AdEdge, LAT, Cryo Technologies, SES, BIG and Alabama Trailers (the “acquisitions”) are preliminary and are based on provisional fair values and subject to revision as we finalize third-party valuations and other analyses. Final determination of the fair values may result in further adjustments to the value of net assets acquired. As defined in Note 2, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020, we preliminarily allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. The preliminary fair value of the acquired tangible and identifiable intangible assets was determined based on inputs that are unobservable and significant to the overall fair value measurement. The preliminary fair value is based on estimates and assumptions made by management at the time of the acquisition. As such, the acquisitions are classified as Level 3 fair value hierarchy measurements and disclosures. Contingent Consideration The fair value of contingent consideration was $16.9 for SES and $3.2 for BIG at the date of acquisitions and was valued according to a discounted cash flow approach, which included assumptions regarding the probability of achieving certain targets and a discount rate applied to the potential payments. Potential payments are measured between the period commencing October 1, 2021 and ending on December 31, 2028 based on the attainment of certain earnings targets. The potential payments related to both SES and BIG contingent consideration on a combined basis is between $0.0 and $31.0. For the three and nine months ended September 30, 2021, the estimated fair value of contingent consideration related to SES increased by 0.4 and $2.4, respectively. The estimated fair value of contingent consideration related to BIG decreased by $0.1 for both the three and nine months ended September 30, 2021 Valuations are performed using Level 3 inputs as defined in Note 2, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020 and are evaluated on a quarterly basis based on forecasted sales and earnings targets. Contingent consideration liabilities are classified as other current liabilities and other long-term liabilities in the condensed consolidated balance sheets. Changes in fair value of contingent consideration, including accretion, are recorded as selling, general and administrative expenses in the condensed consolidated statements of income and comprehensive income. The following table represents the changes to our contingent consideration liabilities: SES BIG Total Balance at December 31, 2020 $ 16.9 $ 3.2 $ 20.1 Increase (decrease) in fair value of contingent consideration liabilities 2.4 (0.1) 2.3 Balance at September 30, 2021 $ 19.3 $ 3.1 $ 22.4 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The components of accumulated other comprehensive (loss) income are as follows: Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2021 $ 1.5 $ (10.7) $ (9.2) Other comprehensive loss (11.8) — (11.8) Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.3 0.3 Net current-period other comprehensive (loss) income, net of taxes (11.8) 0.3 (11.5) Balance at September 30, 2021 $ (10.3) $ (10.4) $ (20.7) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2020 $ (27.7) $ (10.2) $ (37.9) Other comprehensive income 19.8 — 19.8 Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.2 0.2 Net current-period other comprehensive income, net of taxes 19.8 0.2 20.0 Balance at September 30, 2020 $ (7.9) $ (10.0) $ (17.9) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Balance at December 31, 2020 $ 13.8 $ (11.4) $ 2.4 Other comprehensive loss (24.1) — (24.1) Amounts reclassified from accumulated other comprehensive income (loss), net of taxes — 1.0 1.0 Net current-period other comprehensive (loss) income, net of taxes (24.1) 1.0 (23.1) Balance at September 30, 2021 $ (10.3) $ (10.4) $ (20.7) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2019 $ (25.0) $ (10.9) $ (35.9) Other comprehensive income 17.1 — 17.1 Amounts reclassified from accumulated other comprehensive loss, net of taxes — 0.9 0.9 Net current-period other comprehensive income, net of taxes 17.1 0.9 18.0 Balance at September 30, 2020 $ (7.9) $ (10.0) $ (17.9) |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table represents calculations of net earnings per share of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income attributable to Chart Industries, Inc. Income from continuing operations $ 14.9 $ 15.6 $ 47.0 $ 31.4 Income from discontinued operations, net of tax — 6.1 — 18.9 Net income attributable to Chart Industries, Inc. $ 14.9 $ 21.7 $ 47.0 $ 50.3 Earnings per common share – basic: Income from continuing operations $ 0.42 $ 0.44 $ 1.32 $ 0.89 Income from discontinued operations — 0.18 — 0.53 Net income attributable to Chart Industries, Inc. $ 0.42 $ 0.62 $ 1.32 $ 1.42 Earnings per common share – diluted: Income from continuing operations $ 0.36 $ 0.43 $ 1.15 $ 0.88 Income from discontinued operations — 0.17 — 0.53 Net income attributable to Chart Industries, Inc. $ 0.36 $ 0.60 $ 1.15 $ 1.41 Weighted average number of common shares outstanding – basic 35.62 35.23 35.59 35.40 Incremental shares issuable upon assumed conversion and exercise of share-based awards 0.35 0.28 0.33 0.21 Incremental shares issuable due to dilutive effect of convertible notes 2.90 0.43 2.71 — Incremental shares issuable due to dilutive effect of warrants 2.57 — 2.33 — Weighted average number of common shares outstanding – diluted 41.44 35.94 40.96 35.61 Diluted earnings per share does not reflect the following potential common shares as the effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Share-based awards — 0.25 0.04 0.46 Convertible note hedge and capped call transactions (1) — 0.43 — — Warrants 2.90 4.40 2.71 4.40 Total anti-dilutive securities 2.90 5.08 2.75 4.86 _______________ (1) The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 9, “Debt and Credit Arrangements.” |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesIncome tax expense of $5.5 and $6.2 for the three months ended September 30, 2021 and 2020, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 26.1% and 28.2%, respectively. Income tax expense of $9.9 and $8.9 for the nine months ended September 30, 2021 and 2020, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 17.0% and 21.5%, respectively. The effective income tax rates of 26.1% for the three months ended September 30, 2021 differed from the U.S. federal statutory rate of 21% primarily due to income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate combined with a reduction of our foreign-derived intangible income deduction (FDII) as a result of lower forecasted taxable income in the U.S. The effective income tax rates of 17.0% for the nine months ended September 30, 2021 differed from the U.S. federal statutory rate of 21% primarily due to excess tax benefits associated with share-based compensation and income incurred by certain of our foreign operations with a full valuation allowance, partially offset by income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate. The effective income tax rates of 28.2% and 21.5% for the three and nine months ended September 30, 2020, respectively, differed from the U.S. federal statutory rate of 21% primarily due to the effect of income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate, losses incurred by some of our foreign operations for which no benefit was recorded, and the establishment of an APB 23 deferred tax liability associated with our discontinued operations which is partially offset by excess tax benefits associated with share-based compensation. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-based Compensation | Share-based Compensation During the nine months ended September 30, 2021, we granted 0.06 stock options, 0.05 restricted stock units and 0.03 performance units. The total fair value of awards granted to employees during the nine months ended September 30, 2021 was $12.6. In addition, our non-employee directors received stock awards with a total fair value of $0.4. During the nine months ended September 30, 2021, participants in our stock option plans exercised options to purchase 0.13 shares of our common stock. Stock options generally have a four-year graded vesting period. Restricted stock and restricted stock units generally vest ratably over a three-year period. Performance units generally vest at the end of a three-year performance period based on the attainment of certain pre-determined performance condition targets. During the nine months ended September 30, 2021, 0.08 restricted stock and restricted stock units vested and 0.01 performance units vested. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believe we are currently in substantial compliance with all known environmental regulations. At September 30, 2021 and December 31, 2020, we had undiscounted accrued environmental reserves o f $0.2 and $0.3, respectively. Legal Proceedings Stainless Steel Cryobiological Tank Legal Proceedings In connection with our divestiture of our Cryobiological business, Chart retained certain potential liabilities, including claims in connection with our following litigation. During the second quarter of 2018, Chart was named in a number of lawsuits (including lawsuits filed in the U.S. District Court for the Northern District of California) filed against Chart and other defendants with respect to the alleged failure of a stainless steel cryobiological storage tank (model MVE 808AF-GB) at the Pacific Fertility Center in San Francisco, California. In May and June of 2021, the first five of the federal lawsuits went to trial, and on June 10, 2021, the jury reached a verdict against Chart in favor of the plaintiffs in those lawsuits in the amount of $14.9, of which 90% ($13.5) is attributable to Chart. On August 13, 2021, judgment was entered, and on September 10, 2021, we filed two post-trial motions: a motion for a new trial and a renewed motion for judgment as a matter of law. The motion for new trial or, in the alternative, request for remittitur, seeks, among other relief, to have the court grant a new trial because of erroneous evidentiary rulings, a factually unsupported negligence claim, plaintiffs’ attorney misconduct, allocation of fault that was not supported by the record, and excessive noneconomic damages. The renewed motion for judgment as a matter of law seeks to have the court direct judgment for Chart on the negligent failure to recall claim because of our contention that plaintiffs failed to present sufficient evidence to prove each element of that claim. Additionally, we continue to have the option to file an appeal. In the second quarter 2021, we recorded a loss contingency accrual and corresponding charge to net income for $13.5 in the amou nt of the jury verdict attributable to Chart. The loss contingency accrual is included in other current liabilities in our unaudited condensed consolidated balance sheet at September 30, 2021. Chart expects that any potential loss associated with the verdict will be covered by existing product liability insurance, subject to previously issued reservations of rights by the insurance carriers. Accordingly, we have recorded an offsetting $13.5 loss recovery receivable with a corresponding credit to net income. The loss recovery receivable is included in other current assets in our unaudited condensed consolidated balance sheet at September 30, 2021. Although we continue to vigorously contest the result in this case, we continue to recognize the loss contingency accrual and related loss recovery receivable in our unaudited condensed consolidated balance sheet at September 30, 2021. Currently there are 148 additional individual cases (excluding the first five cases from the May/June 2021 trial) with respect to the Pacific Fertility Center incident on the docket in the U.S. District Court for the Northern District of California, the next five of which are currently scheduled for trial in January 2022. In addition to the cases filed in the U.S. District Court for the Northern District of California, Chart is currently a defendant in 53 individual cases in the San Francisco Superior Court. We have asserted various defenses against the claims in the lawsuits, which remain in various stages of development, including a defense that since manufacture, we were not in any way involved with the installation, ongoing maintenance or monitoring of the tank or related fertility center cryogenic systems at any time since the initial delivery of the tank. We continue to evaluate the merits of such claims for each specific case in light of the information available to date regarding use, maintenance and operation of the tank that was sold to the Pacific Fertility Center through an independent distributor, and which had been out of our control for six years prior to the alleged failure. Based on our current evaluation of the remaining cases, an accrual related to any damages that may result from the remaining lawsuits has not been recorded as of September 30, 2021 because a potential loss is not currently probable. Although a loss associated with the claims in the lawsuits is reasonably possible, an estimate of such potential loss cannot be made. We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters, including the Pacific Fertility Center cases described above, will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations, except that our results of operations for any particular reporting period may be adversely affected by any potential or actual loss that is accrued in such period. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities Restructuring costs of $1.9 and $2.9 for the three and nine months ended September 30, 2021, respectively, were primarily related to moving and employee severance costs. During the third quarter of 2021, we announced our intention to transfer our Houston, Texas repair and service operations to our Beasley, Texas location. For the three months ended September 30, 2021, we incurred $1.4 in costs associated with this project within our Repair, Service & Leasing segment, which mainly included moving and employee severance costs. This project is expected to be completed no later than the third quarter of 2022 for a total cost of $6.0 which does not include the costs discussed above or estimated proceeds from the sale of the Houston, Texas repair and service facility. From the third quarter of 2020 through the second quarter 2021, we transferred operations of our heat exchanger leased facility in Tulsa, Oklahoma to our Beasley, Texas location at which we own 260 acres of land and repurposed our Tulsa, Oklahoma facility as a flexible manufacturing, engineering and research and development site serving multiple applications across our operating segments for total estimated costs of $9.0 of which $2.7 was spent in 2020. With respect to 2021, we incurred $0.5 and $1.2 of restructuring costs for the three and nine months ended September 30, 2021, respectively, primarily related to employee severance costs, which is reflected in the tables below under the Heat Transfer Systems segment. We incurred an additional $5.0 and $10.2 in costs (not reflected in the tables below) for the three and nine months ended September 30, 2021, respectively, which are associated with moving and facility start-up costs attributable to the relocation of our air cooled heat exchangers product lines from our Tulsa, Oklahoma facility to our Beasley, Texas facility. This project was substantially complete as of June 30, 2021 although we incurred approximately $0.4 in additional costs during the third quarter of 2021 and may incur further costs in the remainder of 2021. We are closely monitoring our end markets and order rates and will continue to take appropriate and timely actions as necessary. Restructuring costs of $1.9 and $12.7 for the three and nine months ended September 30, 2020, respectively, were related to certain cost reduction actions taken primarily in our Cryo Tank Solutions and Heat Transfer Systems segments. These costs were primarily related to employee severance costs. The following table summarizes severance and other restructuring costs, which includes employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Severance: Cost of sales $ 0.4 $ 0.6 $ 0.4 $ 4.5 Selling, general, and administrative expenses — 0.7 0.3 5.5 Total severance costs 0.4 1.3 0.7 10.0 Other restructuring: Cost of sales 1.5 0.6 2.2 0.6 Selling, general, and administrative expenses — — — 2.1 Total other restructuring costs 1.5 0.6 2.2 2.7 Total restructuring costs $ 1.9 $ 1.9 $ 2.9 $ 12.7 The following tables summarize our restructuring activities for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at June 30, 2021 $ 0.3 $ (0.1) $ — $ — $ — $ 0.2 Restructuring charges — 0.5 — 1.4 — 1.9 Cash payments and other — (0.3) — 0.1 — (0.2) Balance at September 30, 2021 $ 0.3 $ 0.1 $ — $ 1.5 $ — $ 1.9 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at June 30, 2020 $ 1.4 $ 0.2 $ — $ — $ 0.3 $ 1.9 Restructuring charges 0.3 1.1 — 0.1 0.4 1.9 Cash payments and other (0.6) (1.1) — (0.1) (0.4) (2.2) Balance at September 30, 2020 $ 1.1 $ 0.2 $ — $ — $ 0.3 $ 1.6 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2020 $ 0.5 $ 0.2 $ — $ — $ 0.1 $ 0.8 Restructuring charges 0.3 1.2 — 1.4 — 2.9 Cash payments and other (0.5) (1.3) — 0.1 (0.1) (1.8) Balance at September 30, 2021 $ 0.3 $ 0.1 $ — $ 1.5 $ — $ 1.9 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2019 $ 0.5 $ 0.2 $ — $ — $ 0.2 $ 0.9 Restructuring charges 3.2 6.8 — 0.1 2.6 12.7 Cash payments and other (2.6) (6.8) — (0.1) (2.5) (12.0) Balance at September 30, 2020 $ 1.1 $ 0.2 $ — $ — $ 0.3 $ 1.6 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventOn October 18, 2021, we entered into the Fifth Amended and Restated Credit Agreement, which provides for a senior secured revolving credit facility in a principal amount of up to $1,000.0. The secured revolving credit facility has five-year maturity. Refer to Note 9, “Debt and Credit Arrangements” for further information. |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation: The unaudited condensed consolidated financial statements include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation. Reclassifications : As discussed in our Annual Report on Form 10-K for the year ended December 31, 2020, on October 1, 2020, we closed on the sale of our cryobiological products business to Cryoport, Inc. (CYRX) (refer to Note 2, “Discontinued Operations” for further information). Furthermore, we reorganized our reporting structure such that the composition of our reportable segments changed effective October 1, 2020 (refer to Note 3, “Reportable Segments” for further information). As such, certain reclassifications have been made to the statements of income and comprehensive income for the three and nine months ended September 30, 2020 and certain notes to the unaudited condensed consolidated financial statements in order to conform to the 2021 presentation. |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the 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. |
Recently Issued and Adopted Accounting Standards | Recently Issued Accounting Standards (Not Yet Adopted): In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and in January 2021, the FASB subsequently issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2020-04 and the subsequent modifications are identified as Accounting Standards Codification (“ASC”) 848 (“ASC 848”). ASC 848 simplifies the accounting for modifying contracts (including those in hedging relationships) that refer to LIBOR and other interbank offered rates that are expected to be discontinued due to reference rate reform. The amendments in ASC 848 are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in ASC 848 must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. We expect application of the amendments to impact accounting for our senior secured revolving credit facility due June 2024. We are currently assessing the effect ASC 848 will have on our financial position, results of operations, and disclosures. Recently Adopted Accounting Standards : In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entities Own Equity (Subtopic 815-40).” This ASU simplifies accounting for convertible instruments by eliminating two of the three models in ASC 470-20 that require separating embedded conversion features from convertible instruments. The guidance is effective for fiscal years beginning after December 15, 2021. We adopted this guidance effective January 1, 2021 under the modified retrospective adoption approach. The cumulative effect of the change was recognized as an adjustment to the opening balance of retained earnings at the date of adoption. The comparative information has not been restated and continues to be presented according to accounting standards in effect for those periods. As a result of the adoption of ASU 2020-06, our convertible notes due November 2024 are no longer bifurcated into separate liability and equity components in our September 30, 2021 condensed consolidated balance sheet. Rather, the $258.8 principal amount of our convertible notes due November 2024 was classified as a liability only in our September 30, 2021 condensed consolidated balance sheet. Upon adoption of ASU 2020-06, we recorded an adjustment to the convertible notes liability component, equity component (additional paid-in-capital) and retained earnings. This adjustment was calculated based on the carrying amount of the convertible notes as if it had always been treated as a liability only. Furthermore, we recorded an adjustment to the debt issuance costs contra liability and equity (additional paid-in-capital) components under the same premise, i.e. as if debt issuance costs had always been treated as a contra liability only. Lastly, we derecognized deferred income taxes associated with the convertible notes debt discount and adjusted deferred incomes taxes relative to unamortized debt issuance costs associated with our convertible notes due November 2024. Interest expense related to the accretion of our convertible notes due November 2024 is no longer recognized. Interest accretion of convertible notes discount and net income from continuing operations attributable to Chart Industries, Inc. for the three months ended September 30, 2021 would have been $2.1 and $13.3, respectively, without the adoption of ASU 2020-06. As such, net income from continuing operations attributable to Chart Industries, Inc. per common share for the three months ended September 30, 2021 is $0.05 (basic) $0.04 (diluted) higher due to the effect of adoption of ASU 2020-06. Interest accretion of convertible notes discount and net income from continuing operations attributable to Chart Industries, Inc. for the nine months ended September 30, 2021 would have been $6.2 and $42.2, respectively, without the adoption of ASU 2020-06. As such, net income from continuing operations attributable to Chart Industries, Inc. per common share for the nine months ended September 30, 2021 is $0.14 (basic) and $0.12 (diluted) higher due to the effect of adoption of ASU 2020-06. As further described in Note 9, “Debt and Credit Arrangements,” on December 31, 2020, we amended the Indenture governing our convertible notes due November 2024 to eliminate share settlement thus leaving us with two settlement options: (1) cash settlement or (2) cash for par and any combination of cash and shares for the excess settlement amount above the $258.8 principal amount of our convertible notes due November 2024. ASU 2020-06 requires usage of the if-converted method to compute diluted earnings per share for our convertible notes due November 2024, however, based on the terms of the amended Indenture and the cessation of interest accretion expense recognition from the transition at adoption, the if-converted method was modified such that interest expense is no longer added to the numerator, and the denominator only includes incremental shares that would be issued upon conversion. Impacts on Financial Statements The following table summarizes the cumulative effect of the changes to our condensed consolidated balance sheet as of December 31, 2020 from the adoption of ASU 2020-06: Balance at Adjustments due to ASU 2020-06 adoption Balance at Liabilities Accrued income taxes $ 46.5 $ (0.2) $ 46.3 Current convertible notes (1) 220.9 34.0 254.9 Long-term deferred tax liabilities 60.2 (7.6) 52.6 Equity Additional paid-in-capital $ 780.8 $ (36.9) $ 743.9 Retained earnings 808.4 10.7 819.1 _______________ (1) Current convertible notes is presented net of unamortized discount and debt issuance costs of $34.8 and $3.1 , respectively at December 31, 2020. Current convertible notes is presented net of unamortized debt issuance costs of $3.9 at January 1, 2021. In January 2020, the FASB issued ASU 2020-01, “Investments – Equity Securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815).” This ASU clarifies the interactions between the measurement alternative in Topic 321, the equity method of accounting in Topic 323 and the application of guidance for certain forward contracts and purchased options that upon settlement or exercise would be accounted for under the equity method of accounting in Topic 815. This guidance is effective for fiscal years ending after December 15, 2020. We adopted this guidance effective January 1, 2021. During the third quarter 2021, we completed an additional investment in HTEC Hydrogen Technology & Energy Corporation and recognized a gain upon remeasurement of our initial fourth quarter 2020 investment in HTEC Hydrogen Technology & Energy Corporation due to an observable price change in an orderly transaction for similar instruments of the same issuer in accordance with the guidance provided in ASU 2020-01. Refer to Note 5, “Investments” for further discussion of our investment in HTEC Hydrogen Technology & Energy Corporation. |
Basis of Preparation (Tables)
Basis of Preparation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Impact on Financial Statements | The following table summarizes the cumulative effect of the changes to our condensed consolidated balance sheet as of December 31, 2020 from the adoption of ASU 2020-06: Balance at Adjustments due to ASU 2020-06 adoption Balance at Liabilities Accrued income taxes $ 46.5 $ (0.2) $ 46.3 Current convertible notes (1) 220.9 34.0 254.9 Long-term deferred tax liabilities 60.2 (7.6) 52.6 Equity Additional paid-in-capital $ 780.8 $ (36.9) $ 743.9 Retained earnings 808.4 10.7 819.1 _______________ (1) Current convertible notes is presented net of unamortized discount and debt issuance costs of $34.8 and $3.1 , respectively at December 31, 2020. Current convertible notes is presented net of unamortized debt issuance costs of $3.9 at January 1, 2021. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summarized financial information of discontinued operations | The following table represents income from discontinued operations, net of tax: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Sales $ 19.4 $ 59.5 Cost of sales 9.5 31.4 Selling, general and administrative expenses 1.4 4.3 Operating income (1) 8.5 23.8 Other expenses (income), net 0.2 (0.1) Income before income taxes from discontinued operations 8.3 23.9 Income tax expense (2) 2.2 5.0 Income from discontinued operations, net of tax $ 6.1 $ 18.9 ________________ (1) Includes depreciation expense of $0.2 and $0.8 for the three and nine months ended September 30, 2020. (2) Income tax expense of $2.2 for the three months ended September 30, 2020 represents taxes on both U.S. and foreign earnings at a combined effective rate of 26.5%. Income tax expense of $5.0 for the nine months ended September 30, 2020 represents taxes on both U.S. and foreign earnings at a combined effective tax rate of 20.9%. The effective income tax rate of 26.5% and 20.9% for the three and nine months ended September 30, 2020, respectively differed from the U.S. federal statutory rate of 21% primarily due to excess tax benefits associated with foreign-derived intangible income, which is offset by the effect of income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate. The following table represents a summary of cash flows related to discontinued operations: Three Months Ended September 30, 2020 Nine Months Ended September 30, 2020 Net cash provided by (used in): Operating activities $ 3.4 $ 18.3 Investing activities (0.3) (0.4) Net cash provided by discontinued operations $ 3.1 $ 17.9 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of reportable and product sales information segments | Segment Financial Information Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 112.2 $ 56.4 $ 116.9 $ 46.3 $ (3.5) $ — $ 328.3 Depreciation and amortization expense 3.3 9.5 4.4 2.9 — 0.4 20.5 Operating income (loss) (1) (2) 13.0 (9.9) 26.4 2.2 — (18.0) 13.7 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 102.0 $ 80.7 $ 56.0 $ 36.5 $ (2.0) $ — $ 273.2 Depreciation and amortization expense 4.9 10.1 1.3 2.4 — 0.5 19.2 Operating income (loss) (1) 13.8 8.4 15.3 6.0 — (15.4) 28.1 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 313.9 $ 190.8 $ 301.0 $ 142.3 $ (9.2) $ — $ 938.8 Depreciation and amortization expense 11.0 28.5 10.9 8.2 — 1.2 59.8 Operating income (loss) (1) (2) 42.0 (6.5) 67.7 16.1 — (51.1) 68.2 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 305.3 $ 290.9 $ 157.5 $ 117.3 $ (6.3) $ — $ 864.7 Depreciation and amortization expense 13.9 38.4 3.7 8.7 — 1.4 66.1 Operating income (loss) (1) 41.3 21.1 40.8 18.2 — (51.7) 69.7 _______________ (1) Restructuring costs for the: • three months ended September 30, 2021 were $1.9 ($0.5 - Heat Transfer Systems and $1.4 - Repair, Service & Leasing) . • three months ended September 30, 2020 were $1.9 ($0.3 - Cryo Tank Solutions, $1.1 - Heat Transfer Systems, $0.1 - Repair, Service & Leasing, $0.4 - Corporate). • nine mo nths ended September 30, 2021 were $2.9 ($0.3 - Cryo Tank Solutions, $1.2 - Heat Transfer Systems and $1.4 - Repair, Service & Leasing). • nine months ended September 30, 2020 were $12.7 ($3.2 - Cryo Tank Solutions, $6.8 - Heat Transfer Systems, $0.1 - Repair, Service & Leasing, $2.6 - Corporate). (2) Includes acquisition-related contingent consideration adjustments of $0.3 and $2.3 in our Specialty Products segment for the three and nine months ended September 30, 2021, respectively. Sales by Geography Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 49.8 $ 38.9 $ 59.1 $ 29.3 $ (1.7) $ 175.4 Europe, Middle East, Africa and India 31.5 4.4 46.9 6.6 (1.0) 88.4 Asia-Pacific 30.2 13.0 10.4 9.5 (0.7) 62.4 Rest of the World 0.7 0.1 0.5 0.9 (0.1) 2.1 Total $ 112.2 $ 56.4 $ 116.9 $ 46.3 $ (3.5) $ 328.3 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 38.6 $ 54.2 $ 21.4 $ 27.2 $ (0.8) $ 140.6 Europe, Middle East, Africa and India 41.7 9.3 33.3 7.1 (0.9) 90.5 Asia-Pacific 20.2 16.9 1.2 2.0 (0.3) 40.0 Rest of the World 1.5 0.3 0.1 0.2 — 2.1 Total $ 102.0 $ 80.7 $ 56.0 $ 36.5 $ (2.0) $ 273.2 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 125.3 $ 127.4 $ 128.5 $ 87.8 $ (4.4) $ 464.6 Europe, Middle East, Africa and India 101.9 21.0 145.8 26.2 (2.7) 292.2 Asia-Pacific 83.5 41.8 25.6 27.2 (2.0) 176.1 Rest of the World 3.2 0.6 1.1 1.1 (0.1) 5.9 Total $ 313.9 $ 190.8 $ 301.0 $ 142.3 $ (9.2) $ 938.8 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 122.9 $ 207.5 $ 72.4 $ 87.6 $ (2.9) $ 487.5 Europe, Middle East, Africa and India 108.2 29.0 78.8 23.6 (2.1) 237.5 Asia-Pacific 68.7 53.6 5.9 5.6 (1.2) 132.6 Rest of the World 5.5 0.8 0.4 0.5 (0.1) 7.1 Total $ 305.3 $ 290.9 $ 157.5 $ 117.3 $ (6.3) $ 864.7 |
Segment assets | September 30, December 31, Cryo Tank Solutions $ 382.0 $ 399.2 Heat Transfer Systems 228.9 247.2 Specialty Products 371.5 178.3 Repair, Service & Leasing 183.9 142.6 Total assets of reportable segments 1,166.3 967.3 Goodwill (1) 952.7 865.9 Identifiable intangible assets, net (1) 538.0 493.1 Corporate 324.8 244.2 Total $ 2,981.8 $ 2,570.5 _______________ (1) See Note 8, “Goodwill and Intangible Assets,” for further information related to goodwill and identifiable intangible assets, net. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of revenue by timing | The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category: Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 98.1 $ 4.6 $ 82.3 $ 29.2 $ (3.1) $ 211.1 Over time 14.1 51.8 34.6 17.1 (0.4) 117.2 Total $ 112.2 $ 56.4 $ 116.9 $ 46.3 $ (3.5) $ 328.3 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 99.3 $ 6.6 $ 43.5 $ 25.7 $ (1.9) $ 173.2 Over time 2.7 74.1 12.5 10.8 (0.1) 100.0 Total $ 102.0 $ 80.7 $ 56.0 $ 36.5 $ (2.0) $ 273.2 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 286.6 $ 15.4 $ 217.6 $ 93.7 $ (7.5) $ 605.8 Over time 27.3 175.4 83.4 48.6 (1.7) 333.0 Total $ 313.9 $ 190.8 $ 301.0 $ 142.3 $ (9.2) $ 938.8 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 280.7 $ 21.8 $ 114.9 $ 79.6 $ (4.0) $ 493.0 Over time 24.6 269.1 42.6 37.7 (2.3) 371.7 Total $ 305.3 $ 290.9 $ 157.5 $ 117.3 $ (6.3) $ 864.7 |
Changes in contract assets and contract liabilities balances | The following table represents changes in our contract assets and contract liabilities balances: September 30, 2021 December 31, 2020 Year-to-date Change ($) Year-to-date Change (%) Contract assets Accounts receivable, net of allowances $ 237.1 $ 200.8 $ 36.3 18.1 % Unbilled contract revenue 94.4 79.4 15.0 18.9 % Contract liabilities Customer advances and billings in excess of contract revenue $ 163.6 $ 118.9 $ 44.7 37.6 % Long-term deferred revenue 0.1 1.9 (1.8) (94.7) % |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investments | The following table summarizes the components of our investments in equity securities: Investment in Equity Securities, Level 1 (1) Investment in Equity Securities, Level 2 (1) Investments in Equity Securities, All Others (3) Equity Method Investments (4) (6) Investments Total Balance at December 31, 2020 $ 53.8 $ 4.1 $ 15.7 $ 5.3 $ 78.9 New investments (2) (5) (6) — — 45.0 58.2 103.2 Reclassification from investment in equity securities to equity method investment (6) — — (36.4) 36.4 — (Decrease) increase in fair value of investments in equity securities (25.8) 6.3 20.7 — 1.2 Equity in earnings — — — 0.1 0.1 Foreign currency translation (losses) gains (2.3) — 0.3 (1.6) (3.6) Balance at September 30, 2021 $ 25.7 $ 10.4 $ 45.3 $ 98.4 $ 179.8 _______________ (1) Our investment in McPhy (Euronext Paris: MCPHY - ISIN; FR001742329) represents a Level 1 investment while our investment in Stabilis Energy, Inc. represents a Level 2 investment. For the three and nine months ended September 30, 2021, we recognized an unrealized loss of $6.0 and $25.8, respectively, in our Level 1 investment and an unrealized loss of $4.3 and unrealized gain of $6.3, respectively, in our Level 2 investment. (2) During the second quarter 2021, we completed an investment in Earthly Labs Inc. (“Earthly Labs”) in the amount of $5.0 for approximately 15% of its equity. Earthly Labs is the leading provider of small-scale carbon capture systems offering an affordable, small footprint technology platform called “CiCi ®” to capture, recycle, reuse, track and sell CO2. Earthly Labs proprietary approach includes hardware, software and services to address half of all existing carbon dioxide emissions from industrial sources while converting molecules to value. During the first quarter 2021, we completed an investment in Transform Materials LLC (“Transform Materials”) in the amount of $25.0 for approximately 5% of its equity. Transform Materials is a sustainable chemical technology company that uses microwave plasma to convert natural gas into acetylene and hydrogen. Its highly selective, cost-effective, net-carbon-negative process converts the methane in natural gas into high-value products suitable for direct use or downstream reactions. Also, during the first quarter 2021, we completed an investment in Svante Inc. (“Svante”) in the amount of $15.0 for under 10% of its capital stock on a fully diluted basis. Svante offers companies in emissions-intensive industries a commercially viable way to capture large-scale CO2 emissions from existing infrastructure, either for safe storage or to be recycled for further industrial use in a closed loop. (3) Our investments in Svante, Transform Materials and Earthly Labs are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. (4) Our equity investments accounted for under the equity method of accounting include a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $3.0 and $2.8 at September 30, 2021 and December 31, 2020, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. Additionally, we have a 25% ownership interest in Liberty LNG, which was valued at $2.4 a nd $2.1 at September 30, 2021 and December 31, 2020, respectively. (5) During the second quarter 2021 on May 19, 2021, we completed an investment in Cryomotive GmbH (“Cryomotive”) in the amount of 6.5 million euros (equivalent to $7.9) for a 24.9% ownership interest. Our equity method investment in Cryomotive was $7.2 at September 30, 2021. Cryomotive is a leading green-tech mobility startup in Germany developing a disruptive clean hydrogen storage and refueling technology platform focused on compressed cold hydrogen and cryogenic high-pressure storage. Cryomotive’s proprietary CcH2 CRYOGAS technology aims to decarbonize long-haul commercial vehicles while keeping the range and fueling times similar to diesel powered vehicles. (6) During the fourth quarter 2020, we completed an investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) in the amount of CAD 20 million ($15.7 million) in exchange for 15.6% of HTEC’s common stock on a fully-diluted basis. On September 7, 2021 (the “Closing Date”), we completed an additional investment in HTEC in the amount of CAD 63.3 million (equivalent to $50.3) (the “New Investment”), which increased our investment ownership to 25% of HTEC’s common stock on a fully-diluted basis. As such, HTEC is now classified as an equity method investment. We recognized a gain of $20.7 upon remeasurement of the initial HTEC investment due to an observable price change in an orderly transaction for similar instruments of the same issuer, which is recognized in unrealized (gain) loss on investments in equity securities in the condensed consolidated statements of income for the three and nine months ended September 30, 2021. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of operating lease future minimum payments | The following table summarizes future minimum lease payments for non-cancelable operating leases as of September 30, 2021: 2021 $ 2.1 2022 6.9 2023 6.3 2024 6.2 2025 5.5 Thereafter (1) 3.6 Total future minimum lease payments $ 30.6 _______________ (1) As of September 30, 2021, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2025 relate to eight leased facilities. |
Schedule of sales from sales-type and operating leases | The following table represents sales from sales-type and operating leases: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sales-type leases $ 13.0 $ 36.2 Operating leases 0.7 1.7 Total sales from leases $ 13.7 $ 37.9 |
Schedule of operating lease, lease income | The following table represents sales from sales-type and operating leases: Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sales-type leases $ 13.0 $ 36.2 Operating leases 0.7 1.7 Total sales from leases $ 13.7 $ 37.9 |
Scheduled payments for sales-type leases | The following table represents scheduled payments for sales-type leases: September 30, 2021 Remainder of 2021 $ 1.7 2022 7.8 2023 7.8 2024 7.8 2025 7.8 Thereafter 6.5 Total 39.4 Less: unearned income 5.3 Total $ 34.1 |
Schedule of cost of equipment leased | The following table represents the cost of equipment leased to others: September 30, 2021 December 31, 2020 Equipment leased to others, cost $ 12.0 $ 5.1 Less: accumulated depreciation 2.0 1.4 Equipment leased to others, net $ 10.0 $ 3.7 |
Schedule of payments due for operating leases | The following table represents payments due for operating leases: September 30, 2021 Remainder of 2021 $ 0.3 2022 0.4 2023 0.2 2024 0.2 2025 0.1 Thereafter 0.1 Total $ 1.3 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Summarized components of inventory | The following table summarizes the components of inventory: September 30, December 31, Raw materials and supplies $ 180.7 $ 124.7 Work in process 76.7 57.8 Finished goods 83.7 65.9 Total inventories, net $ 341.1 $ 248.4 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by segment | The following table represents the changes in goodwill by segment: Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Consolidated Balance at December 31, 2020 $ 93.2 $ 435.2 $ 172.4 $ 165.1 $ 865.9 Goodwill acquired during the period (1) (2) — 2.9 82.1 10.1 95.1 Foreign currency translation adjustments and other (6.1) (3.3) 0.2 — (9.2) Purchase price adjustments (3) — — 0.9 — 0.9 Balance at September 30, 2021 $ 87.1 $ 434.8 $ 255.6 $ 175.2 $ 952.7 _______________ (1) For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 11, “Business Combinations.” (2) Goodwill acquired during the period for the L.A. Turbine acquisition of $42.1 was allocated to certain reporting units as follows: $2.9 - Heat Transfer Systems, $29.1 - Specialty Products and $10.1 - Repair Service & Leasing. Goodwill acquired during the period for the Cryogenic Gas Technologies, Inc. and AdEdge Holdings, LLC acquisitions was $34.1 and $18.9, respectively and is included in the Specialty Products segment. |
Schedule of finite-lived intangible assets | The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : September 30, 2021 December 31, 2020 Weighted-average Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 13 years $ 317.5 $ (76.7) $ 302.5 $ (59.9) Unpatented technology 13 years 151.2 (27.0) 110.4 (22.3) Patents and other 5 years 7.8 (1.1) 8.4 (1.8) Trademarks and trade names 13 years 3.5 (1.7) 3.6 (1.4) Land use rights 50 years 11.2 (1.6) 11.1 (1.4) Total finite-lived intangible assets 14 years 491.2 (108.1) 436.0 (86.8) Indefinite-lived intangible assets: Trademarks and trade names 154.9 — 143.9 — Total intangible assets $ 646.1 $ (108.1) $ 579.9 $ (86.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. |
Schedule of indefinite-lived intangible assets | The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : September 30, 2021 December 31, 2020 Weighted-average Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 13 years $ 317.5 $ (76.7) $ 302.5 $ (59.9) Unpatented technology 13 years 151.2 (27.0) 110.4 (22.3) Patents and other 5 years 7.8 (1.1) 8.4 (1.8) Trademarks and trade names 13 years 3.5 (1.7) 3.6 (1.4) Land use rights 50 years 11.2 (1.6) 11.1 (1.4) Total finite-lived intangible assets 14 years 491.2 (108.1) 436.0 (86.8) Indefinite-lived intangible assets: Trademarks and trade names 154.9 — 143.9 — Total intangible assets $ 646.1 $ (108.1) $ 579.9 $ (86.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. |
Schedule of estimated future amortization | We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2021 $ 38.6 2022 39.6 2023 38.8 2024 37.5 2025 36.7 |
Schedule of government grants | China Government Grants are presented in our unaudited condensed consolidated balance sheets as follows: September 30, December 31, Current $ 0.5 $ 0.5 Long-term 7.0 7.3 Total China Government Grants $ 7.5 $ 7.8 |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Summary of outstanding borrowings | The following table represents the components of our borrowings: September 30, December 31, Senior secured revolving credit facility and term loan: Term loan due June 2024 (1) $ 103.1 $ 103.1 Senior secured revolving credit facility due June 2024 (2) (3) 440.1 123.5 Unamortized debt issuance costs (3.9) (5.0) Senior secured revolving credit facility and term loan, net of debt issuance costs 539.3 221.6 Convertible notes due November 2024: Principal amount 258.8 258.8 Unamortized discount (4) — (34.8) Unamortized debt issuance costs (3.0) (3.1) Convertible notes due November 2024, net of unamortized discount and debt issuance costs 255.8 220.9 Total debt, net of unamortized discount and debt issuance costs 795.1 442.5 Less: current maturities 255.7 220.9 Long-term debt $ 539.4 $ 221.6 _______________ (1) As of September 30, 2021, there were $103.1 in borrowings outstanding under the term loan due June 2024, which is due at maturity, bearing an interest rate of 2.3% (2.5% as of December 31, 2020). (2) The senior secured revolving credit facility due 2024 includes $100.0 sub limit for letters of credit, a $250.0 sub limit for discretionary letters of credit and $50.0 sub limit for swingline loans. As of September 30, 2021, there were $440.1 in borrowings outstanding under the senior secured revolving credit facility due 2024 bearing a weighted-average interest rate of 2.2% (2.1% as of December 31, 2020) and $26.9 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2024. As of September 30, 2021, the senior secured revolving credit facility due 2024 had availability of $83.0. (3) A portion of borrowings outstanding under our senior secured revolving credit facility due 2024 are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were 78.0 million euros (equivalent to $90.3) and 74.5 million euros (equivalent to $91.4) at September 30, 2021 and December 31, 2020, respectively. During the three and nine months ended September 30, 2021, we recognized an unrealized foreign currency gain of $2.4 and $5.4, respectively, relative to the translation of the EUR Revolver Borrowings outstanding during the reporting period. This unrealized foreign currency gain is classified as foreign currency (gain) loss and other in the condensed consolidated statements of income for the three and nine months ended September 30, 2021. (4) We derecognized the debt discount associated with the convertible notes due November 2024 upon adoption of ASU 2020-06 on January 1, 2021. |
Schedule of interest expense and financing cost amortization | The following table summarizes interest expense and financing costs amortization related to the 2024 Credit Facilities: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense, term loan due June 2024 $ 1.3 $ 3.4 $ 2.4 $ 11.6 Interest expense, senior secured revolving credit facility due June 2024 1.6 0.4 3.6 1.6 Interest expense, senior secured revolving credit facility and term loan due June 2024 $ 2.9 $ 3.8 $ 6.0 $ 13.2 Financing costs amortization, senior secured revolving credit facility and term loan due June 2024 $ 1.0 $ 0.9 $ 2.8 $ 2.6 |
Schedule of interest accretion | 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: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 2024 Notes, interest accretion of convertible notes discount $ — $ 2.0 $ — $ 5.9 2024 Notes, 1.0% contractual interest coupon 0.6 0.6 1.9 1.9 2024 Notes, total interest expense $ 0.6 $ 2.6 $ 1.9 $ 7.8 2024 Notes, financing costs amortization $ 0.2 $ 0.2 $ 0.7 $ 0.6 |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Product Warranties Disclosures [Abstract] | |
Rollforward of consolidated warranty reserve | The following table represents changes in our consolidated warranty reserve: Balance at December 31, 2020 $ 11.9 Issued – warranty expense 3.4 Warranty usage (3.6) Balance at September 30, 2021 $ 11.7 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of recognized identified assets acquired In business combination | The following table summarizes the preliminary estimated fair value of the assets acquired in the L.A. Turbine acquisition at the acquisition date: Net assets acquired: Identifiable intangible assets $ 43.7 Goodwill 42.1 Other assets 4.6 Property, plant and equipment 2.6 Cash and cash equivalents 1.4 Liabilities (16.4) Net assets acquired $ 78.0 |
Schedule of identifiable intangible assets acquired | Information regarding preliminary estimated identifiable intangible assets acquired in the L.A. Turbine acquisition is presented below: Weighted-average Estimated Useful Life Preliminary Estimated Asset Fair Value Finite-lived intangible assets acquired: Unpatented technology 14.5 years $ 33.4 Customer relationships 14.5 years 1.5 Backlog 2.5 years 0.7 Other identifiable intangible assets (1) 3.4 years 0.2 Total finite-lived intangible assets acquired 14.2 years 35.8 Indefinite-lived intangible assets acquired: Trademarks and trade names 7.9 Total intangible assets acquired $ 43.7 _______________ (1) Other identifiable intangible assets is included in “Patents and other” in Note 8, “Goodwill and Intangible Assets.” |
Schedule of changes in contingent consideration | The following table represents the changes to our contingent consideration liabilities: SES BIG Total Balance at December 31, 2020 $ 16.9 $ 3.2 $ 20.1 Increase (decrease) in fair value of contingent consideration liabilities 2.4 (0.1) 2.3 Balance at September 30, 2021 $ 19.3 $ 3.1 $ 22.4 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of changes in accumulated other comprehensive loss | The components of accumulated other comprehensive (loss) income are as follows: Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2021 $ 1.5 $ (10.7) $ (9.2) Other comprehensive loss (11.8) — (11.8) Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.3 0.3 Net current-period other comprehensive (loss) income, net of taxes (11.8) 0.3 (11.5) Balance at September 30, 2021 $ (10.3) $ (10.4) $ (20.7) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at June 30, 2020 $ (27.7) $ (10.2) $ (37.9) Other comprehensive income 19.8 — 19.8 Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.2 0.2 Net current-period other comprehensive income, net of taxes 19.8 0.2 20.0 Balance at September 30, 2020 $ (7.9) $ (10.0) $ (17.9) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Balance at December 31, 2020 $ 13.8 $ (11.4) $ 2.4 Other comprehensive loss (24.1) — (24.1) Amounts reclassified from accumulated other comprehensive income (loss), net of taxes — 1.0 1.0 Net current-period other comprehensive (loss) income, net of taxes (24.1) 1.0 (23.1) Balance at September 30, 2021 $ (10.3) $ (10.4) $ (20.7) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2019 $ (25.0) $ (10.9) $ (35.9) Other comprehensive income 17.1 — 17.1 Amounts reclassified from accumulated other comprehensive loss, net of taxes — 0.9 0.9 Net current-period other comprehensive income, net of taxes 17.1 0.9 18.0 Balance at September 30, 2020 $ (7.9) $ (10.0) $ (17.9) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of net income per share | The following table represents calculations of net earnings per share of common stock: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Net income attributable to Chart Industries, Inc. Income from continuing operations $ 14.9 $ 15.6 $ 47.0 $ 31.4 Income from discontinued operations, net of tax — 6.1 — 18.9 Net income attributable to Chart Industries, Inc. $ 14.9 $ 21.7 $ 47.0 $ 50.3 Earnings per common share – basic: Income from continuing operations $ 0.42 $ 0.44 $ 1.32 $ 0.89 Income from discontinued operations — 0.18 — 0.53 Net income attributable to Chart Industries, Inc. $ 0.42 $ 0.62 $ 1.32 $ 1.42 Earnings per common share – diluted: Income from continuing operations $ 0.36 $ 0.43 $ 1.15 $ 0.88 Income from discontinued operations — 0.17 — 0.53 Net income attributable to Chart Industries, Inc. $ 0.36 $ 0.60 $ 1.15 $ 1.41 Weighted average number of common shares outstanding – basic 35.62 35.23 35.59 35.40 Incremental shares issuable upon assumed conversion and exercise of share-based awards 0.35 0.28 0.33 0.21 Incremental shares issuable due to dilutive effect of convertible notes 2.90 0.43 2.71 — Incremental shares issuable due to dilutive effect of warrants 2.57 — 2.33 — Weighted average number of common shares outstanding – diluted 41.44 35.94 40.96 35.61 |
Schedule of antidilutive securities | Diluted earnings per share does not reflect the following potential common shares as the effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Share-based awards — 0.25 0.04 0.46 Convertible note hedge and capped call transactions (1) — 0.43 — — Warrants 2.90 4.40 2.71 4.40 Total anti-dilutive securities 2.90 5.08 2.75 4.86 _______________ (1) The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 9, “Debt and Credit Arrangements.” |
Restructuring Activities (Table
Restructuring Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of severance and other restructuring costs | The following table summarizes severance and other restructuring costs, which includes employee-related costs, facility rent and exit costs, relocation, recruiting, travel and other: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Severance: Cost of sales $ 0.4 $ 0.6 $ 0.4 $ 4.5 Selling, general, and administrative expenses — 0.7 0.3 5.5 Total severance costs 0.4 1.3 0.7 10.0 Other restructuring: Cost of sales 1.5 0.6 2.2 0.6 Selling, general, and administrative expenses — — — 2.1 Total other restructuring costs 1.5 0.6 2.2 2.7 Total restructuring costs $ 1.9 $ 1.9 $ 2.9 $ 12.7 |
Schedule of rollforward of restructuring cost | The following tables summarize our restructuring activities for the three and nine months ended September 30, 2021 and 2020: Three Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at June 30, 2021 $ 0.3 $ (0.1) $ — $ — $ — $ 0.2 Restructuring charges — 0.5 — 1.4 — 1.9 Cash payments and other — (0.3) — 0.1 — (0.2) Balance at September 30, 2021 $ 0.3 $ 0.1 $ — $ 1.5 $ — $ 1.9 Three Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at June 30, 2020 $ 1.4 $ 0.2 $ — $ — $ 0.3 $ 1.9 Restructuring charges 0.3 1.1 — 0.1 0.4 1.9 Cash payments and other (0.6) (1.1) — (0.1) (0.4) (2.2) Balance at September 30, 2020 $ 1.1 $ 0.2 $ — $ — $ 0.3 $ 1.6 Nine Months Ended September 30, 2021 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2020 $ 0.5 $ 0.2 $ — $ — $ 0.1 $ 0.8 Restructuring charges 0.3 1.2 — 1.4 — 2.9 Cash payments and other (0.5) (1.3) — 0.1 (0.1) (1.8) Balance at September 30, 2021 $ 0.3 $ 0.1 $ — $ 1.5 $ — $ 1.9 Nine Months Ended September 30, 2020 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2019 $ 0.5 $ 0.2 $ — $ — $ 0.2 $ 0.9 Restructuring charges 3.2 6.8 — 0.1 2.6 12.7 Cash payments and other (2.6) (6.8) — (0.1) (2.5) (12.0) Balance at September 30, 2020 $ 1.1 $ 0.2 $ — $ — $ 0.3 $ 1.6 |
Basis of Preparation - Narrativ
Basis of Preparation - Narratives (Details) $ / shares in Units, shares in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($)location$ / shares | Sep. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2021USD ($)location$ / shares | Sep. 30, 2020USD ($)$ / shares | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 11, 2020USD ($) | Nov. 06, 2017USD ($) | ||
Debt and Equity Securities, FV-NI | ||||||||||
Number of locations (location) | location | 25 | 25 | ||||||||
Shares authorized for repurchase | $ 75,000,000 | $ 75,000,000 | ||||||||
Shares repurchased during the period (shares) | shares | 760 | |||||||||
Weighted average share price of shares repurchased (usd per share) | $ / shares | $ 25.40 | |||||||||
Common stock repurchases | [1] | $ 19,300,000 | ||||||||
Interest expense, net | $ 3,200,000 | $ 6,500,000 | $ 7,400,000 | $ 21,200,000 | ||||||
Income from continuing operations | $ 14,900,000 | $ 15,600,000 | $ 47,000,000 | $ 31,400,000 | ||||||
Income from continuing operations basic (usd per share) | $ / shares | $ 0.42 | $ 0.44 | $ 1.32 | $ 0.89 | ||||||
Income from continuing operations diluted (usd per share) | $ / shares | $ 0.36 | $ 0.43 | $ 1.15 | $ 0.88 | ||||||
Scenario, Plan | ||||||||||
Debt and Equity Securities, FV-NI | ||||||||||
Interest expense, net | $ 2,100,000 | $ 6,200,000 | ||||||||
Income from continuing operations | $ 13,300,000 | $ 42,200,000 | ||||||||
Income from continuing operations basic (usd per share) | $ / shares | $ 0.05 | $ 0.14 | ||||||||
Income from continuing operations diluted (usd per share) | $ / shares | $ 0.04 | $ 0.12 | ||||||||
Convertible Notes, due 2024 | Convertible Debt | ||||||||||
Debt and Equity Securities, FV-NI | ||||||||||
Principal amount | $ 258,800,000 | $ 258,800,000 | $ 258,800,000 | $ 258,800,000 | 258,800,000 | $ 258,800,000 | ||||
Interest expense, net | 600,000 | $ 600,000 | 1,900,000 | $ 1,900,000 | ||||||
Unamortized discount | 0 | 0 | 34,800,000 | |||||||
Unamortized debt issuance costs | $ 3,000,000 | $ 3,000,000 | $ 3,900,000 | $ 3,100,000 | ||||||
[1] | Includes $19.3 in shares repurchased through our share repurchase program. On March 11, 2021, the share repurchase program expired with no further repurchases. Refer to Note 1, “Basis of Preparation” for further information. |
Basis of Preparation - Impact o
Basis of Preparation - Impact on Financial Statements (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities | ||
Accrued income taxes | $ 12.7 | $ 46.5 |
Current convertible notes | 255.7 | 220.9 |
Long-term deferred tax liabilities | 59.9 | 60.2 |
Equity | ||
Additional paid-in capital | 755.9 | 780.8 |
Retained earnings | $ 866.1 | 808.4 |
Cumulative Effect, Period of Adoption, Adjustment | ||
Liabilities | ||
Accrued income taxes | (0.2) | |
Current convertible notes | 34 | |
Long-term deferred tax liabilities | (7.6) | |
Equity | ||
Additional paid-in capital | (36.9) | |
Retained earnings | 10.7 | |
Cumulative Effect, Period of Adoption, Adjusted Balance | ||
Liabilities | ||
Accrued income taxes | 46.3 | |
Current convertible notes | 254.9 | |
Long-term deferred tax liabilities | 52.6 | |
Equity | ||
Additional paid-in capital | 743.9 | |
Retained earnings | $ 819.1 |
Discontinued Operations - Incom
Discontinued Operations - Income from Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Summarized Financial Information of Discontinued Operations | ||||
Income from discontinued operations, net of tax | $ 0 | $ 6.1 | $ 0 | $ 18.9 |
Disposed of by held for sale | ||||
Summarized Financial Information of Discontinued Operations | ||||
Depreciation expense, discontinued operations | 0.2 | 0.8 | ||
Disposed of by held for sale | Cryobiological products business | ||||
Summarized Financial Information of Discontinued Operations | ||||
Sales | 19.4 | 59.5 | ||
Cost of sales | 9.5 | 31.4 | ||
Selling, general and administrative expenses | 1.4 | 4.3 | ||
Operating income | 8.5 | 23.8 | ||
Other expenses (income), net | 0.2 | |||
Other expenses (income), net | (0.1) | |||
Income before income taxes from discontinued operations | 8.3 | 23.9 | ||
Income tax expense | 2.2 | 5 | ||
Income from discontinued operations, net of tax | $ 6.1 | $ 18.9 | ||
Effective interest rate (percent) | 26.50% | 20.90% |
Discontinued Operations - Cash
Discontinued Operations - Cash Flows Related to Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Net cash provided by (used in): | ||
Operating activities | $ 3.4 | $ 18.3 |
Investing activities | (0.3) | (0.4) |
Net cash provided by discontinued operations | $ 3.1 | $ 17.9 |
Reportable Segments - Narrative
Reportable Segments - Narratives (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segment) | 4 |
Reportable Segments - Segment I
Reportable Segments - Segment Income (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information | ||||
Sales | $ 328.3 | $ 273.2 | $ 938.8 | $ 864.7 |
Depreciation and amortization expense | 20.5 | 19.2 | 59.8 | 66.1 |
Operating income (loss) | 13.7 | 28.1 | 68.2 | 69.7 |
Restructuring costs | 1.9 | 1.9 | 2.9 | 12.7 |
Increase (decrease) in fair value of contingent consideration liabilities | 0.3 | 2.3 | ||
Operating Segments | Cryo Tank Solutions | ||||
Segment Reporting Information | ||||
Sales | 112.2 | 102 | 313.9 | 305.3 |
Depreciation and amortization expense | 3.3 | 4.9 | 11 | 13.9 |
Operating income (loss) | 13 | 13.8 | 42 | 41.3 |
Restructuring costs | 0 | 0.3 | 0.3 | 3.2 |
Operating Segments | Heat Transfer Systems | ||||
Segment Reporting Information | ||||
Sales | 56.4 | 80.7 | 190.8 | 290.9 |
Depreciation and amortization expense | 9.5 | 10.1 | 28.5 | 38.4 |
Operating income (loss) | (9.9) | 8.4 | (6.5) | 21.1 |
Restructuring costs | 0.5 | 1.1 | 1.2 | 6.8 |
Operating Segments | Specialty Products | ||||
Segment Reporting Information | ||||
Sales | 116.9 | 56 | 301 | 157.5 |
Depreciation and amortization expense | 4.4 | 1.3 | 10.9 | 3.7 |
Operating income (loss) | 26.4 | 15.3 | 67.7 | 40.8 |
Restructuring costs | 0 | 0 | 0 | 0 |
Operating Segments | Repair, Service & Leasing | ||||
Segment Reporting Information | ||||
Sales | 46.3 | 36.5 | 142.3 | 117.3 |
Depreciation and amortization expense | 2.9 | 2.4 | 8.2 | 8.7 |
Operating income (loss) | 2.2 | 6 | 16.1 | 18.2 |
Restructuring costs | 1.4 | 0.1 | 1.4 | 0.1 |
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Sales | (3.5) | (2) | (9.2) | (6.3) |
Depreciation and amortization expense | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Corporate | ||||
Segment Reporting Information | ||||
Sales | 0 | 0 | 0 | 0 |
Depreciation and amortization expense | 0.4 | 0.5 | 1.2 | 1.4 |
Operating income (loss) | (18) | (15.4) | (51.1) | (51.7) |
Restructuring costs | $ 0 | $ 0.4 | $ 0 | $ 2.6 |
Reportable Segments - Product S
Reportable Segments - Product Sales Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Information | ||||
Sales | $ 328.3 | $ 273.2 | $ 938.8 | $ 864.7 |
North America | ||||
Segment Reporting Information | ||||
Sales | 175.4 | 140.6 | 464.6 | 487.5 |
Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 88.4 | 90.5 | 292.2 | 237.5 |
Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 62.4 | 40 | 176.1 | 132.6 |
Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 2.1 | 2.1 | 5.9 | 7.1 |
Operating Segments | Cryo Tank Solutions | ||||
Segment Reporting Information | ||||
Sales | 112.2 | 102 | 313.9 | 305.3 |
Operating Segments | Cryo Tank Solutions | North America | ||||
Segment Reporting Information | ||||
Sales | 49.8 | 38.6 | 125.3 | 122.9 |
Operating Segments | Cryo Tank Solutions | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 31.5 | 41.7 | 101.9 | 108.2 |
Operating Segments | Cryo Tank Solutions | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 30.2 | 20.2 | 83.5 | 68.7 |
Operating Segments | Cryo Tank Solutions | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 0.7 | 1.5 | 3.2 | 5.5 |
Operating Segments | Heat Transfer Systems | ||||
Segment Reporting Information | ||||
Sales | 56.4 | 80.7 | 190.8 | 290.9 |
Operating Segments | Heat Transfer Systems | North America | ||||
Segment Reporting Information | ||||
Sales | 38.9 | 54.2 | 127.4 | 207.5 |
Operating Segments | Heat Transfer Systems | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 4.4 | 9.3 | 21 | 29 |
Operating Segments | Heat Transfer Systems | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 13 | 16.9 | 41.8 | 53.6 |
Operating Segments | Heat Transfer Systems | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 0.1 | 0.3 | 0.6 | 0.8 |
Operating Segments | Specialty Products | ||||
Segment Reporting Information | ||||
Sales | 116.9 | 56 | 301 | 157.5 |
Operating Segments | Specialty Products | North America | ||||
Segment Reporting Information | ||||
Sales | 59.1 | 21.4 | 128.5 | 72.4 |
Operating Segments | Specialty Products | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 46.9 | 33.3 | 145.8 | 78.8 |
Operating Segments | Specialty Products | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 10.4 | 1.2 | 25.6 | 5.9 |
Operating Segments | Specialty Products | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 0.5 | 0.1 | 1.1 | 0.4 |
Operating Segments | Repair, Service & Leasing | ||||
Segment Reporting Information | ||||
Sales | 46.3 | 36.5 | 142.3 | 117.3 |
Operating Segments | Repair, Service & Leasing | North America | ||||
Segment Reporting Information | ||||
Sales | 29.3 | 27.2 | 87.8 | 87.6 |
Operating Segments | Repair, Service & Leasing | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 6.6 | 7.1 | 26.2 | 23.6 |
Operating Segments | Repair, Service & Leasing | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 9.5 | 2 | 27.2 | 5.6 |
Operating Segments | Repair, Service & Leasing | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 0.9 | 0.2 | 1.1 | 0.5 |
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Sales | (3.5) | (2) | (9.2) | (6.3) |
Intersegment Eliminations | North America | ||||
Segment Reporting Information | ||||
Sales | (1.7) | (0.8) | (4.4) | (2.9) |
Intersegment Eliminations | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | (1) | (0.9) | (2.7) | (2.1) |
Intersegment Eliminations | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | (0.7) | (0.3) | (2) | (1.2) |
Intersegment Eliminations | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | $ (0.1) | $ 0 | $ (0.1) | $ (0.1) |
Reportable Segments - Assets (D
Reportable Segments - Assets (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Assets | $ 2,981.8 | $ 2,570.5 |
Goodwill | 952.7 | 865.9 |
Identifiable intangible assets, net | 538 | 493.1 |
Cryo Tank Solutions | ||
Assets | ||
Goodwill | 87.1 | 93.2 |
Heat Transfer Systems | ||
Assets | ||
Goodwill | 434.8 | 435.2 |
Specialty Products | ||
Assets | ||
Goodwill | 255.6 | 172.4 |
Repair, Service & Leasing | ||
Assets | ||
Goodwill | 175.2 | 165.1 |
Operating Segments | ||
Assets | ||
Assets | 1,166.3 | 967.3 |
Operating Segments | Cryo Tank Solutions | ||
Assets | ||
Assets | 382 | 399.2 |
Operating Segments | Heat Transfer Systems | ||
Assets | ||
Assets | 228.9 | 247.2 |
Operating Segments | Specialty Products | ||
Assets | ||
Assets | 371.5 | 178.3 |
Operating Segments | Repair, Service & Leasing | ||
Assets | ||
Assets | 183.9 | 142.6 |
Corporate | ||
Assets | ||
Assets | $ 324.8 | $ 244.2 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue | ||||
Sales | $ 328.3 | $ 273.2 | $ 938.8 | $ 864.7 |
Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 211.1 | 173.2 | 605.8 | 493 |
Over time | ||||
Disaggregation of Revenue | ||||
Sales | 117.2 | 100 | 333 | 371.7 |
Operating Segments | Cryo Tank Solutions | ||||
Disaggregation of Revenue | ||||
Sales | 112.2 | 102 | 313.9 | 305.3 |
Operating Segments | Cryo Tank Solutions | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 98.1 | 99.3 | 286.6 | 280.7 |
Operating Segments | Cryo Tank Solutions | Over time | ||||
Disaggregation of Revenue | ||||
Sales | 14.1 | 2.7 | 27.3 | 24.6 |
Operating Segments | Heat Transfer Systems | ||||
Disaggregation of Revenue | ||||
Sales | 56.4 | 80.7 | 190.8 | 290.9 |
Operating Segments | Heat Transfer Systems | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 4.6 | 6.6 | 15.4 | 21.8 |
Operating Segments | Heat Transfer Systems | Over time | ||||
Disaggregation of Revenue | ||||
Sales | 51.8 | 74.1 | 175.4 | 269.1 |
Operating Segments | Specialty Products | ||||
Disaggregation of Revenue | ||||
Sales | 116.9 | 56 | 301 | 157.5 |
Operating Segments | Specialty Products | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 82.3 | 43.5 | 217.6 | 114.9 |
Operating Segments | Specialty Products | Over time | ||||
Disaggregation of Revenue | ||||
Sales | 34.6 | 12.5 | 83.4 | 42.6 |
Operating Segments | Repair, Service & Leasing | ||||
Disaggregation of Revenue | ||||
Sales | 46.3 | 36.5 | 142.3 | 117.3 |
Operating Segments | Repair, Service & Leasing | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | 29.2 | 25.7 | 93.7 | 79.6 |
Operating Segments | Repair, Service & Leasing | Over time | ||||
Disaggregation of Revenue | ||||
Sales | 17.1 | 10.8 | 48.6 | 37.7 |
Intersegment Eliminations | ||||
Disaggregation of Revenue | ||||
Sales | (3.5) | (2) | (9.2) | (6.3) |
Intersegment Eliminations | Point in time | ||||
Disaggregation of Revenue | ||||
Sales | (3.1) | (1.9) | (7.5) | (4) |
Intersegment Eliminations | Over time | ||||
Disaggregation of Revenue | ||||
Sales | $ (0.4) | $ (0.1) | $ (1.7) | $ (2.3) |
Revenue - Change in Contract As
Revenue - Change in Contract Assets and Liabilities (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Contract assets | |
Beginning accounts receivable, net of allowances | $ 200.8 |
Change in accounts receivable | 36.3 |
Ending accounts receivable, net of allowances | 237.1 |
Beginning unbilled contract revenue | 79.4 |
Change in unbilled contract revenue | 15 |
Ending unbilled contract revenue | $ 94.4 |
Change in accounts receivable (as a percentage) | 18.10% |
Change in unbilled contract revenue (as a percentage) | 18.90% |
Contract liabilities | |
Beginning balance customer advances and billings in excess of contract revenue | $ 118.9 |
Change in customer advances and billings in excess of contract revenue | 44.7 |
Ending balance customer advances and billings in excess of contract revenue | 163.6 |
Beginning long-term deferred revenue | 1.9 |
Change in long-term deferred revenue | (1.8) |
Ending long-term deferred revenue | $ 0.1 |
Change in customer advances and billings in excess of contract revenue (as a percentage) | 37.60% |
Change in long-term deferred revenue (as a percentage) | (94.70%) |
Revenue - Narratives (Details)
Revenue - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract revenue recognized | $ (19.8) | $ 24.3 | $ 97.4 | $ 76.2 |
Remaining performance obligation | $ 1,102.2 | $ 1,102.2 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-10-01 | ||||
Disaggregation of Revenue | ||||
Revenue, remaining performance obligation | 79.40% | 79.40% | ||
Performance obligations expected to be satisfied, expected timing | 12 months | 12 months |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Equity Securities | ||
Beginning balance | $ 78,900 | |
New investments | 103,200 | |
Move from investment in equity securities to equity method investment | 0 | |
(Decrease) increase in fair value of investments in equity securities | 1,200 | |
Equity in earnings | 100 | |
Foreign currency translation (losses) gains | (3,600) | |
Ending balance | $ 179,800 | 179,800 |
Equity Method Investments | ||
Equity Securities | ||
Beginning balance | 5,300 | |
New investments | 58,200 | |
Move from investment in equity securities to equity method investment | 36,400 | |
(Decrease) increase in fair value of investments in equity securities | 0 | |
Equity in earnings | 100 | |
Foreign currency translation (losses) gains | (1,600) | |
Ending balance | 98,400 | 98,400 |
Investment in Equity Securities Level 1 | ||
Equity Securities | ||
Beginning balance | 53,800 | |
New investments | 0 | |
Move from investment in equity securities to equity method investment | 0 | |
(Decrease) increase in fair value of investments in equity securities | (6,000) | (25,800) |
Equity in earnings | 0 | |
Foreign currency translation (losses) gains | (2,300) | |
Ending balance | 25,700 | 25,700 |
Investment in Equity Securities, Level 2 | ||
Equity Securities | ||
Beginning balance | 4,100 | |
New investments | 0 | |
Move from investment in equity securities to equity method investment | 0 | |
(Decrease) increase in fair value of investments in equity securities | (4,300) | 6,300 |
Equity in earnings | 0 | |
Foreign currency translation (losses) gains | 0 | |
Ending balance | 10,400 | 10,400 |
Investments in Equity Securities, All Others | ||
Equity Securities | ||
Beginning balance | 15,700 | |
New investments | 45,000 | |
Move from investment in equity securities to equity method investment | (36,400) | |
(Decrease) increase in fair value of investments in equity securities | 20,700 | |
Equity in earnings | 0 | |
Foreign currency translation (losses) gains | 300 | |
Ending balance | $ 45,300 | $ 45,300 |
Investments - Narratives (Detai
Investments - Narratives (Details) $ / shares in Units, $ / shares in Units, € in Millions, $ in Millions | Sep. 07, 2021USD ($) | Sep. 07, 2021CAD ($) | May 19, 2021USD ($) | May 19, 2021EUR (€) | Sep. 30, 2021USD ($)$ / shares | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CAD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 07, 2021$ / shares | Mar. 31, 2021USD ($) | Oct. 31, 2017$ / shares |
Debt and Equity Securities, FV-NI | ||||||||||||
(Decrease) increase in fair value of investments in equity securities | $ 1,200,000 | |||||||||||
New investments | 103,200,000 | |||||||||||
Fair value of investment | $ 179,800,000 | $ 78,900,000 | $ 179,800,000 | |||||||||
Share price (usd per share) | $ / shares | $ 191.11 | $ 191.11 | $ 43.50 | |||||||||
HTEC | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Share price (usd per share) | $ / shares | $ 24.33 | |||||||||||
Investment in Equity Securities Level 1 | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
(Decrease) increase in fair value of investments in equity securities | $ (6,000,000) | $ (25,800,000) | ||||||||||
New investments | 0 | |||||||||||
Fair value of investment | 25,700,000 | 53,800,000 | 25,700,000 | |||||||||
Investment in Equity Securities, Level 2 | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
(Decrease) increase in fair value of investments in equity securities | (4,300,000) | 6,300,000 | ||||||||||
New investments | 0 | |||||||||||
Fair value of investment | $ 10,400,000 | 4,100,000 | $ 10,400,000 | |||||||||
Earthly Labs Inc. | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
New investments | $ 5,000,000 | |||||||||||
Equity investments, ownership interest (percent) | 15.00% | |||||||||||
Transform Materials | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Equity investments, ownership interest (percent) | 5.00% | |||||||||||
Fair value of investment | $ 25,000,000 | |||||||||||
Svante Inc. | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Equity investments, ownership interest (percent) | 10.00% | |||||||||||
Fair value of investment | $ 15,000,000 | |||||||||||
Liberty LNG | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Equity investments, ownership interest (percent) | 25.00% | 25.00% | ||||||||||
Equity investments, carrying value | $ 2,400,000 | 2,100,000 | $ 2,400,000 | |||||||||
Cryomotive GmbH | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
New investments | $ 7,900,000 | € 6.5 | ||||||||||
Equity investments, ownership interest (percent) | 24.90% | 24.90% | ||||||||||
Equity investments, carrying value | $ 7,200,000 | $ 7,200,000 | ||||||||||
HTEC | Corporate Joint Venture | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
(Decrease) increase in fair value of investments in equity securities | $ 20,700,000 | |||||||||||
New investments | $ 50,300,000 | $ 63.3 | $ 15,700,000 | $ 20 | ||||||||
Equity investments, ownership interest (percent) | 25.00% | 15.60% | ||||||||||
Initial offering multiple rate | 3.5 | |||||||||||
HTEC | Corporate Joint Venture | Closing through third anniversary | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Put option internal rate of return (percent) | 10.00% | |||||||||||
HTEC | Corporate Joint Venture | After third anniversary | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Put option internal rate of return (percent) | 12.50% | |||||||||||
HTEC | Corporate Joint Venture | Common Stock | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Right of refusal compensation percentage (percent) | 102.00% | |||||||||||
HTEC | Corporate Joint Venture | Common Stock | Closing through third anniversary | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Invested capital multiple rate | 1.65 | |||||||||||
Percentage of shares allowed as consideration on trigger event (percent) | 7.00% | |||||||||||
HTEC | Corporate Joint Venture | Common Stock | After third anniversary | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Invested capital multiple rate | 1.65 | |||||||||||
HTEC | Corporate Joint Venture | Common Stock | After third anniversary | Maximum | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Percentage of shares callable upon exercise of call option (percent) | 20.00% | |||||||||||
HTEC | ISQ | Corporate Joint Venture | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
New investments | $ 153 | |||||||||||
Equity investments, ownership interest (percent) | 35.00% | |||||||||||
Hudson Products de Mexico S.A. de CV | Investment in Joint Venture | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Equity investments, ownership interest (percent) | 50.00% | 50.00% | 50.00% | |||||||||
Equity investments, carrying value | $ 3,000,000 | $ 2,800,000 | $ 3,000,000 | |||||||||
ISQ | Corporate Joint Venture | Closing through third anniversary | ||||||||||||
Debt and Equity Securities, FV-NI | ||||||||||||
Shareholder distribution threshold | $ 900,000,000 |
Leases - Narratives (Details)
Leases - Narratives (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)facility | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)facility | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Leases [Abstract] | |||||
Right of use assets | $ 27.3 | $ 27.3 | $ 29 | ||
Operating lease liability | 27.1 | 27.1 | 28.7 | ||
Operating lease liabilities, current | $ 5.4 | $ 5.4 | 5.1 | ||
Weighted average lease term (in years) | 4 years 10 months 24 days | 4 years 10 months 24 days | |||
Operating lease weighted average discount rate (percent) | 2.30% | 2.30% | |||
Operating lease rent expense | $ 3 | $ 2.5 | $ 9 | $ 8.4 | |
Number of operating contracts | facility | 8 | 8 | |||
Short-term net investment in sales type leases | $ 7.6 | 0.2 | |||
Long-term net investment in sales type leases | 26.5 | $ 0.5 | |||
Sales-type lease, interest income | $ 0.3 | $ 0.5 |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) $ in Millions | Sep. 30, 2021USD ($) |
Future minimum lease payments for non-cancelable operating leases | |
2021 | $ 2.1 |
2022 | 6.9 |
2023 | 6.3 |
2024 | 6.2 |
2025 | 5.5 |
Thereafter | 3.6 |
Total future minimum lease payments | $ 30.6 |
Leases - Sales From Sales-Type
Leases - Sales From Sales-Type And Operating Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Sales-type leases | $ 13 | $ 36.2 |
Operating leases | 0.7 | 1.7 |
Total sales from leases | $ 13.7 | $ 37.9 |
Leases - Payments for Sales-typ
Leases - Payments for Sales-type Leases (Details) $ in Millions | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2021 | $ 1.7 |
2022 | 7.8 |
2023 | 7.8 |
2024 | 7.8 |
2025 | 7.8 |
Thereafter | 6.5 |
Total | 39.4 |
Less: unearned income | 5.3 |
Total | $ 34.1 |
Leases - Cost of Equipment Leas
Leases - Cost of Equipment Leased (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Equipment leased to others, cost | $ 12 | $ 5.1 |
Less: accumulated depreciation | 2 | 1.4 |
Equipment leased to others, net | $ 10 | $ 3.7 |
Leases - Payments to Operating
Leases - Payments to Operating Leases (Details) $ in Millions | Sep. 30, 2021USD ($) |
Lessor, Operating Lease, Payments, Fiscal Year Maturity [Abstract] | |
Remainder of 2021 | $ 0.3 |
2022 | 0.4 |
2023 | 0.2 |
2024 | 0.2 |
2025 | 0.1 |
Thereafter | 0.1 |
Total | $ 1.3 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 180.7 | $ 124.7 |
Work in process | 76.7 | 57.8 |
Finished goods | 83.7 | 65.9 |
Total inventories, net | 341.1 | 248.4 |
Inventory valuation reserve | $ 11.1 | $ 9.7 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill | |
Beginning balance, goodwill | $ 865.9 |
Goodwill acquired during the period | 95.1 |
Foreign currency translation adjustments and other | (9.2) |
Purchase price adjustments | 0.9 |
Ending balance, goodwill | 952.7 |
L.A. Turbine | |
Goodwill | |
Goodwill acquired during the period | 42.1 |
Cryo Tank Solutions | |
Goodwill | |
Beginning balance, goodwill | 93.2 |
Goodwill acquired during the period | 0 |
Foreign currency translation adjustments and other | (6.1) |
Purchase price adjustments | 0 |
Ending balance, goodwill | 87.1 |
Heat Transfer Systems | |
Goodwill | |
Beginning balance, goodwill | 435.2 |
Goodwill acquired during the period | 2.9 |
Foreign currency translation adjustments and other | (3.3) |
Purchase price adjustments | 0 |
Ending balance, goodwill | 434.8 |
Heat Transfer Systems | L.A. Turbine | |
Goodwill | |
Goodwill acquired during the period | 2.9 |
Specialty Products | |
Goodwill | |
Beginning balance, goodwill | 172.4 |
Goodwill acquired during the period | 82.1 |
Foreign currency translation adjustments and other | 0.2 |
Purchase price adjustments | 0.9 |
Ending balance, goodwill | 255.6 |
Specialty Products | L.A. Turbine | |
Goodwill | |
Goodwill acquired during the period | 29.1 |
Specialty Products | Cryogenic Technologies | |
Goodwill | |
Ending balance, goodwill | 34.1 |
Specialty Products | AdEdge | |
Goodwill | |
Ending balance, goodwill | 18.9 |
Repair, Service & Leasing | |
Goodwill | |
Beginning balance, goodwill | 165.1 |
Goodwill acquired during the period | 10.1 |
Foreign currency translation adjustments and other | 0 |
Purchase price adjustments | 0 |
Ending balance, goodwill | 175.2 |
Repair, Service & Leasing | L.A. Turbine | |
Goodwill | |
Goodwill acquired during the period | $ 10.1 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets | |||||
Accumulated goodwill impairment loss | $ 129 | $ 129 | $ 129 | ||
Amortization expense | 10.1 | $ 9.4 | 28.5 | $ 37.3 | |
Cryo Tank Solutions | |||||
Finite-Lived Intangible Assets | |||||
Accumulated goodwill impairment loss | 23.5 | 23.5 | 23.5 | ||
Heat Transfer Systems | |||||
Finite-Lived Intangible Assets | |||||
Accumulated goodwill impairment loss | 49.3 | 49.3 | 49.3 | ||
Specialty Products | |||||
Finite-Lived Intangible Assets | |||||
Accumulated goodwill impairment loss | 35.8 | 35.8 | 35.8 | ||
Repair, Service & Leasing | |||||
Finite-Lived Intangible Assets | |||||
Accumulated goodwill impairment loss | $ 20.4 | $ 20.4 | $ 20.4 | ||
Government grants | Minimum | |||||
Finite-Lived Intangible Assets | |||||
Finite lived intangible assets useful life (in years) | 10 years | ||||
Government grants | Maximum | |||||
Finite-Lived Intangible Assets | |||||
Finite lived intangible assets useful life (in years) | 50 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Excluding Goodwill) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 14 years | |
Gross Carrying Amount | $ 491.2 | $ 436 |
Accumulated Amortization | (108.1) | (86.8) |
Total intangible assets | 646.1 | 579.9 |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Indefinite-lived intangible assets | $ 154.9 | 143.9 |
Customer relationships | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 13 years | |
Gross Carrying Amount | $ 317.5 | 302.5 |
Accumulated Amortization | $ (76.7) | (59.9) |
Unpatented technology | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 13 years | |
Gross Carrying Amount | $ 151.2 | 110.4 |
Accumulated Amortization | $ (27) | (22.3) |
Patents and other | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 5 years | |
Gross Carrying Amount | $ 7.8 | 8.4 |
Accumulated Amortization | $ (1.1) | (1.8) |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 13 years | |
Gross Carrying Amount | $ 3.5 | 3.6 |
Accumulated Amortization | $ (1.7) | (1.4) |
Land use rights | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 50 years | |
Gross Carrying Amount | $ 11.2 | 11.1 |
Accumulated Amortization | $ (1.6) | $ (1.4) |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Millions | Sep. 30, 2021USD ($) |
Estimated Amortization Expense for Intangible Assets | |
2021 | $ 38.6 |
2022 | 39.6 |
2023 | 38.8 |
2024 | 37.5 |
2025 | $ 36.7 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Government Grants (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 491.2 | $ 436 |
Government grants | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 7.5 | 7.8 |
Government grants | Current | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 0.5 | 0.5 |
Government grants | Long-term | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 7 | $ 7.3 |
Debt and Credit Arrangements -
Debt and Credit Arrangements - Summary of Outstanding Borrowings (Details) € in Millions | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021EUR (€) | Jan. 01, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | Jun. 14, 2019USD ($) | Nov. 06, 2017USD ($) | |
Debt Instrument | ||||||||||
Total debt, net of unamortized discount and debt issuance costs | $ 795,100,000 | $ 795,100,000 | $ 442,500,000 | |||||||
Less: current maturities | 255,700,000 | 255,700,000 | 220,900,000 | |||||||
Long-term debt | 539,400,000 | 539,400,000 | 221,600,000 | |||||||
Foreign currency transaction gain | 1,400,000 | $ 800,000 | (100,000) | $ (800,000) | ||||||
Convertible Notes, due 2024 | Convertible Debt | ||||||||||
Debt Instrument | ||||||||||
Unamortized debt issuance costs | (3,000,000) | (3,000,000) | $ (3,900,000) | (3,100,000) | ||||||
Principal amount | 258,800,000 | $ 258,800,000 | 258,800,000 | $ 258,800,000 | 258,800,000 | $ 258,800,000 | ||||
Unamortized discount | 0 | 0 | (34,800,000) | |||||||
Convertible Debt | 255,800,000 | 255,800,000 | 220,900,000 | |||||||
Debt instrument stated interest rate (percent) | 1.00% | |||||||||
Revolving Credit Facility | Credit Facilities 2024 | ||||||||||
Debt Instrument | ||||||||||
Unamortized debt issuance costs | (3,900,000) | (3,900,000) | (5,000,000) | |||||||
Senior secured revolving credit facility and term loan, net of debt issuance costs | 539,300,000 | 539,300,000 | 221,600,000 | |||||||
Revolving Credit Facility | Term loan | ||||||||||
Debt Instrument | ||||||||||
Long term debt | $ 103,100,000 | $ 103,100,000 | $ 103,100,000 | |||||||
Principal amount | $ 450,000,000 | |||||||||
Debt instrument stated interest rate (percent) | 2.30% | 2.30% | 2.30% | 2.50% | 2.50% | |||||
Revolving Credit Facility | Senior secured revolving credit facility | ||||||||||
Debt Instrument | ||||||||||
Long term debt | $ 440,100,000 | $ 440,100,000 | $ 123,500,000 | |||||||
Unamortized debt issuance costs | $ (6,100,000) | $ (6,100,000) | ||||||||
Maximum borrowing capacity | $ 550,000,000 | |||||||||
Weighted average interest rate (percent) | 2.20% | 2.20% | 2.20% | 2.10% | 2.10% | |||||
Letters of credit outstanding | $ 26,900,000 | $ 26,900,000 | ||||||||
Line of credit remaining borrowing amount | 83,000,000 | 83,000,000 | ||||||||
Revolving Credit Facility | Euro senior secured revolving credit facility | ||||||||||
Debt Instrument | ||||||||||
Long term debt | 90,300,000 | 90,300,000 | € 78 | $ 91,400,000 | € 74.5 | |||||
Foreign currency transaction gain | 2,400,000 | 5,400,000 | ||||||||
Revolving Credit Facility Sub-limit - Letters of Credit | Senior secured revolving credit facility | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | 100,000,000 | 100,000,000 | ||||||||
Revolving Credit Facility Sub-limit - Discretionary Letters of Credit | Senior secured revolving credit facility | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | 250,000,000 | 250,000,000 | ||||||||
Revolving Credit Facility Sub-limit - Swingline | Senior secured revolving credit facility | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | $ 50,000,000 | $ 50,000,000 |
Debt and Credit Arrangements _2
Debt and Credit Arrangements - Senior Secured Revolving Credit Facility and Term Loan (Details) - USD ($) | Apr. 20, 2020 | Jun. 14, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Instrument | |||||
Payments for debt issuance costs | $ 0 | $ 1,000,000 | |||
Revolving Credit Facility | Credit Facilities 2024 | |||||
Debt Instrument | |||||
Maximum percentage of capital stock guaranteed by company | 65.00% | ||||
Unamortized debt issuance costs | $ 3,900,000 | $ 5,000,000 | |||
Revolving Credit Facility | Credit Facilities 2024 | Adjusted Base Rate | Minimum | |||||
Debt Instrument | |||||
Debt instrument variable interest rate (percent) | 0.25% | ||||
Revolving Credit Facility | Credit Facilities 2024 | Adjusted Base Rate | Maximum | |||||
Debt Instrument | |||||
Debt instrument variable interest rate (percent) | 1.50% | ||||
Revolving Credit Facility | Credit Facilities 2024 | LIBOR | Minimum | |||||
Debt Instrument | |||||
Debt instrument variable interest rate (percent) | 1.25% | ||||
Revolving Credit Facility | Credit Facilities 2024 | LIBOR | Maximum | |||||
Debt Instrument | |||||
Debt instrument variable interest rate (percent) | 2.50% | ||||
Revolving Credit Facility | Senior secured revolving credit facility | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 550,000,000 | ||||
Payments for debt issuance costs | $ 1,900,000 | 11,900,000 | |||
Unamortized debt issuance costs | 6,100,000 | ||||
Revolving Credit Facility | Term loan | |||||
Debt Instrument | |||||
Principal amount | $ 450,000,000 | ||||
Debt issuance costs | $ 6,100,000 | ||||
Debt issuance cost, amortization term | 5 years |
Debt and Credit Arrangements _3
Debt and Credit Arrangements - New Credit Agreement and New Credit Facility (Details) - Revolving Credit Facility - Subsequent Event | Oct. 18, 2021USD ($) |
New Credit Facility | |
Debt Instrument | |
Maximum borrowing capacity | $ 1,000,000,000 |
Potential periodic increase to maximum borrowing amount | 500,000,000 |
Potential increase to maximum borrowing amount | $ 25,000,000 |
Debt instrument term (years) | 5 years |
Potential increase to applicable margin (percent) | 0.05% |
Potential decrease to applicable margin (percent) | 0.025% |
Potential increase to sustainability fee (percent) | 0.01% |
Potential decrease to sustainability fee (percent) | 0.01% |
Maximum percentage of capital stock guaranteed by company | 65.00% |
New Credit Agreement - Sublimit For Letter Of Credit | |
Debt Instrument | |
Maximum borrowing capacity | $ 100,000,000 |
New Credit Agreement - Sublimit For Discretionary Letter Of Credit | |
Debt Instrument | |
Maximum borrowing capacity | 250,000,000 |
New Credit Agreement - SwinLine | |
Debt Instrument | |
Maximum borrowing capacity | $ 100,000,000 |
New Credit Agreement - SwinLine | Base Rate | |
Debt Instrument | |
Debt instrument variable interest rate (percent) | 0.50% |
New Credit Agreement - SwinLine | Base Rate | Minimum | |
Debt Instrument | |
Debt instrument variable interest rate (percent) | 0.25% |
New Credit Agreement - SwinLine | Base Rate | Maximum | |
Debt Instrument | |
Debt instrument variable interest rate (percent) | 1.25% |
New Credit Agreement - SwinLine | One-month LIBOR | |
Debt Instrument | |
Debt instrument variable interest rate (percent) | 1.00% |
New Credit Agreement - SwinLine | LIBOR | Minimum | |
Debt Instrument | |
Debt instrument variable interest rate (percent) | 1.25% |
Commitment fee (percent) | 0.20% |
New Credit Agreement - SwinLine | LIBOR | Maximum | |
Debt Instrument | |
Debt instrument variable interest rate (percent) | 2.25% |
Commitment fee (percent) | 0.35% |
Debt and Credit Arrangements _4
Debt and Credit Arrangements - Interest Expense and Financing Cost Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument | ||||
Interest expense excluding amortization | $ 3.2 | $ 6.5 | $ 7.4 | $ 21.2 |
Financing costs amortization | 1.2 | 1.1 | 3.5 | 3.2 |
Revolving Credit Facility | ||||
Debt Instrument | ||||
Interest expense excluding amortization | 2.9 | 3.8 | 6 | 13.2 |
Financing costs amortization | 1 | 0.9 | 2.8 | 2.6 |
Revolving Credit Facility | Term loan | ||||
Debt Instrument | ||||
Interest expense excluding amortization | 1.3 | 3.4 | 2.4 | 11.6 |
Revolving Credit Facility | Senior secured revolving credit facility | ||||
Debt Instrument | ||||
Interest expense excluding amortization | $ 1.6 | $ 0.4 | $ 3.6 | $ 1.6 |
Debt and Credit Arrangements _5
Debt and Credit Arrangements - 2024 Notes Narratives (Details) $ / shares in Units, shares in Thousands | Nov. 06, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2021USD ($)day$ / shares | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Oct. 31, 2017$ / shares |
Debt Instrument | ||||||
Share price (CAD per share) | $ / shares | $ 191.11 | $ 43.50 | ||||
Convertible Debt | Convertible Notes, due 2024 | ||||||
Debt Instrument | ||||||
Debt instrument stated interest rate (percent) | 1.00% | |||||
Debt instrument face amount | $ 258,800,000 | $ 258,800,000 | $ 258,800,000 | $ 258,800,000 | ||
Share conversion rate (per share) | 0.0170285 | |||||
Debt instrument, conversion price (usd per share) | $ / shares | $ 76.3425 | $ 58.725 | ||||
Debt instrument, conversion premium | 35.00% | |||||
Value of securities above principal amount of debt if converted | $ 583,400,000 | |||||
Debt instrument, threshold for consecutive trading days | day | 20 | |||||
Debt instrument, threshold for consecutive trading days | day | 30 | |||||
Applicable conversion price threshold (as percentage) | 130.00% | |||||
Maximum days after five trading days | 5 days | |||||
Applicable conversion price, less than (as percentage) | 97.00% | |||||
Debt instrument effective interest rate | 4.80% | |||||
Non cash payment for derivative instrument | $ 59,500,000 | |||||
Number of shares underlying warrant | shares | 4,410 | |||||
Proceeds from issuances of warrants | $ 46,000,000 | |||||
Percentage above previous sales price | 65.00% | |||||
Net cost of convertible note hedge and warrant | $ 13,500,000 | |||||
Convertible Debt | Convertible Notes, due 2024 | Maximum | ||||||
Debt Instrument | ||||||
Debt instrument, conversion price (usd per share) | $ / shares | $ 71.775 | |||||
Convertible Debt | Convertible Notes, due 2024 | Liability Component | ||||||
Debt Instrument | ||||||
Debt instrument face amount | $ 200,100,000 | |||||
Debt issuance costs | 5,300,000 | |||||
Convertible Debt | Convertible Notes, due 2024 | Equity Component | ||||||
Debt Instrument | ||||||
Debt instrument face amount | 58,700,000 | |||||
Debt issuance costs | $ 1,500,000 |
Debt and Credit Arrangements _6
Debt and Credit Arrangements - Notes Interest Accretion Schedule (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 06, 2017 | |
Debt Instrument | |||||
Interest accretion of convertible notes discount | $ 0 | $ 5.9 | |||
Interest expense excluding amortization | $ 3.2 | $ 6.5 | 7.4 | 21.2 | |
Financing costs amortization | 1.2 | 1.1 | 3.5 | 3.2 | |
Convertible Debt | Convertible Notes, due 2024 | |||||
Debt Instrument | |||||
Interest accretion of convertible notes discount | 0 | 2 | 0 | 5.9 | |
Interest expense excluding amortization | 0.6 | 0.6 | 1.9 | 1.9 | |
Total interest expense | 0.6 | 2.6 | 1.9 | 7.8 | |
Financing costs amortization | $ 0.2 | $ 0.2 | $ 0.7 | $ 0.6 | |
Debt instrument stated interest rate (percent) | 1.00% |
Debt and Credit Arrangements _7
Debt and Credit Arrangements - Foreign Facilities (Details) - Foreign facilities - Revolving Credit Facility - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Maximum borrowing capacity | $ 75.7 | |
Letters of credit outstanding | $ 39.4 | $ 47.7 |
Debt and Credit Arrangements _8
Debt and Credit Arrangements - Letters of Credit (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument | ||
Restricted cash | $ 0.2 | |
L.A. Turbine | Subsidiary of Common Parent | ||
Debt Instrument | ||
Restricted cash | $ 0.2 | |
Restricted cash and cash equivalents, current | $ 1 |
Debt and Credit Arrangements _9
Debt and Credit Arrangements - Fair Value Disclosures about Debt (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Convertible Debt | Convertible Notes, due 2024 | ||
Debt Instrument | ||
Debt instrument percentage over par value | 333.00% | 210.00% |
Product Warranties (Details)
Product Warranties (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Movement in Standard Product Warranty Accrual | |
Beginning balance standard product warranty accrual | $ 11.9 |
Issued – warranty expense | 3.4 |
Warranty usage | (3.6) |
Ending balance standard product warranty accrual | $ 11.7 |
Business Combinations - Narrati
Business Combinations - Narratives (Details) - USD ($) $ in Millions | Aug. 27, 2021 | Jul. 01, 2021 | Feb. 16, 2021 | Dec. 23, 2020 | Nov. 03, 2020 | Oct. 13, 2020 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition | |||||||||||
Payments to acquire equity interest | $ 103.2 | ||||||||||
Goodwill | $ 952.7 | $ 952.7 | 952.7 | $ 865.9 | |||||||
Payment for acquisition of businesses, net of cash acquired | 169.1 | $ 0 | |||||||||
Contingent consideration | 20.1 | ||||||||||
Increase (decrease) in fair value of contingent consideration liabilities | 0.3 | 2.3 | |||||||||
AdEdge | |||||||||||
Business Acquisition | |||||||||||
Voting percentage acquired | 100.00% | ||||||||||
Payments to acquire equity interest | $ 37.5 | ||||||||||
Net assets acquired, excluding goodwill | 4.8 | ||||||||||
Goodwill | 18.9 | ||||||||||
Identifiable intangible assets | 15.2 | ||||||||||
Cash acquired from acquisition | $ 1.4 | ||||||||||
L.A. Turbine | |||||||||||
Business Acquisition | |||||||||||
Voting percentage acquired | 100.00% | ||||||||||
Payments to acquire equity interest | $ 76.6 | ||||||||||
Goodwill | 42.1 | ||||||||||
Identifiable intangible assets | 43.7 | ||||||||||
Cash acquired from acquisition | $ 1.4 | ||||||||||
L.A. Turbine | Minimum | |||||||||||
Business Acquisition | |||||||||||
Finite lived intangible assets useful life (in years) | 1 year | ||||||||||
L.A. Turbine | Maximum | |||||||||||
Business Acquisition | |||||||||||
Finite lived intangible assets useful life (in years) | 15 years | ||||||||||
Cryogenic Technologies | |||||||||||
Business Acquisition | |||||||||||
Voting percentage acquired | 100.00% | ||||||||||
Net assets acquired, excluding goodwill | $ 20.9 | ||||||||||
Goodwill | 34.1 | ||||||||||
Identifiable intangible assets | 19.5 | 19.5 | 19.5 | ||||||||
Cash acquired from acquisition | 0.6 | ||||||||||
Payment for acquisition of businesses, net of cash acquired | $ 55 | ||||||||||
Increase (decrease) in estimated fair value of intangibles | 17.6 | ||||||||||
SES | |||||||||||
Business Acquisition | |||||||||||
Net assets acquired, excluding goodwill | $ 13.4 | ||||||||||
Goodwill | 24 | ||||||||||
Identifiable intangible assets | 17.3 | ||||||||||
Payments for acquisition of business excluding working capital adjustments | 20 | ||||||||||
Potential earn-out not to exceed amount | 25 | ||||||||||
Contingent consideration | $ 16.9 | 19.3 | 19.3 | 19.3 | 16.9 | ||||||
Increase (decrease) in fair value of contingent consideration liabilities | 0.4 | 2.4 | |||||||||
BIG | |||||||||||
Business Acquisition | |||||||||||
Net assets acquired, excluding goodwill | $ 7.9 | ||||||||||
Goodwill | 15.7 | ||||||||||
Identifiable intangible assets | 6.2 | ||||||||||
Increase (decrease) in estimated fair value of intangibles | (0.9) | ||||||||||
Payments for acquisition of business excluding working capital adjustments | 20 | ||||||||||
Potential earn-out not to exceed amount | 6 | ||||||||||
Contingent consideration | $ 3.2 | 3.1 | 3.1 | 3.1 | $ 3.2 | ||||||
Increase (decrease) in fair value of contingent consideration liabilities | (0.1) | (0.1) | |||||||||
Alabama Trailers | |||||||||||
Business Acquisition | |||||||||||
Payments for acquisition of business excluding working capital adjustments | $ 10 | ||||||||||
Gain on bargain purchase | $ 5 | ||||||||||
Sustainable Energy Solutions And Blue In Green LLC | Minimum | Scenario, Plan | |||||||||||
Business Acquisition | |||||||||||
Contingent consideration | 0 | 0 | 0 | ||||||||
Sustainable Energy Solutions And Blue In Green LLC | Maximum | Scenario, Plan | |||||||||||
Business Acquisition | |||||||||||
Contingent consideration | $ 31 | $ 31 | $ 31 |
Business Combinations - Net Ass
Business Combinations - Net Asset Acquired (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Jul. 01, 2021 | Dec. 31, 2020 |
Net assets acquired: | |||
Goodwill | $ 952.7 | $ 865.9 | |
L.A. Turbine | |||
Net assets acquired: | |||
Identifiable intangible assets | $ 43.7 | ||
Goodwill | 42.1 | ||
Other assets | 4.6 | ||
Property, plant and equipment | 2.6 | ||
Cash and cash equivalents | 1.4 | ||
Liabilities | (16.4) | ||
Net assets acquired | $ 78 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Jul. 01, 2021 | Sep. 30, 2021 |
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 14 years | |
Unpatented technology | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 13 years | |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 13 years | |
L.A. Turbine | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 14 years 2 months 12 days | |
Finite-lived intangible assets | $ 35,800 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets acquired | 43,700 | |
L.A. Turbine | Trademarks and trade names | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets acquired | $ 7,900 | |
L.A. Turbine | Unpatented technology | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 14 years 6 months | |
Finite-lived intangible assets | $ 33,400 | |
L.A. Turbine | Customer relationships | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 14 years 6 months | |
Finite-lived intangible assets | $ 1,500 | |
L.A. Turbine | Backlog | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 2 years 6 months | |
Finite-lived intangible assets | $ 700 | |
L.A. Turbine | Other identifiable intangible assets | ||
Acquired Finite-Lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 3 years 4 months 24 days | |
Finite-lived intangible assets | $ 200 |
Business Combinations - Conting
Business Combinations - Contingent Consideration Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Contingent Consideration | ||
Balance at December 31, 2020 | $ 20.1 | |
Increase (decrease) in fair value of contingent consideration liabilities | $ 0.3 | 2.3 |
SES | ||
Contingent Consideration | ||
Balance at December 31, 2020 | 16.9 | |
Increase (decrease) in fair value of contingent consideration liabilities | 0.4 | 2.4 |
Balance at September 30, 2021 | 19.3 | 19.3 |
BIG | ||
Contingent Consideration | ||
Balance at December 31, 2020 | 3.2 | |
Increase (decrease) in fair value of contingent consideration liabilities | (0.1) | (0.1) |
Balance at September 30, 2021 | $ 3.1 | $ 3.1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Accumulated Other Comprehensive Loss Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Loss | ||||
Beginning balance | $ 1,583.8 | $ 1,246.4 | $ 1,579.3 | $ 1,232.4 |
Other comprehensive income (loss) | (11.8) | 19.8 | (24.1) | 17.1 |
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | 0.3 | 0.2 | 1 | 0.9 |
Net current-period other comprehensive (loss) income, net of taxes | (11.5) | 20 | (23.1) | 18 |
Ending balance | 1,590.5 | 1,292.1 | 1,590.5 | 1,292.1 |
Accumulated other comprehensive income (loss) | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (9.2) | (37.9) | 2.4 | (35.9) |
Ending balance | (20.7) | (17.9) | (20.7) | (17.9) |
Foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | 1.5 | (27.7) | 13.8 | (25) |
Other comprehensive income (loss) | (11.8) | 19.8 | (24.1) | 17.1 |
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | 0 | 0 | 0 | 0 |
Net current-period other comprehensive (loss) income, net of taxes | (11.8) | 19.8 | (24.1) | 17.1 |
Ending balance | (10.3) | (7.9) | (10.3) | (7.9) |
Pension liability adjustments, net of taxes | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (10.7) | (10.2) | (11.4) | (10.9) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | 0.3 | 0.2 | 1 | 0.9 |
Net current-period other comprehensive (loss) income, net of taxes | 0.3 | 0.2 | 1 | 0.9 |
Ending balance | $ (10.4) | $ (10) | $ (10.4) | $ (10) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net income attributable to Chart Industries, Inc. | ||||
Income from continuing operations | $ 14.9 | $ 15.6 | $ 47 | $ 31.4 |
Income from discontinued operations, net of tax | 0 | 6.1 | 0 | 18.9 |
Net income attributable to Chart Industries, Inc. | $ 14.9 | $ 21.7 | $ 47 | $ 50.3 |
Earnings per common share – basic: | ||||
Income from continuing operations basic (usd per share) | $ 0.42 | $ 0.44 | $ 1.32 | $ 0.89 |
Income from discontinued operations (usd per share) | 0 | 0.18 | 0 | 0.53 |
Net income attributable to Chart Industries, Inc. (usd per share) | 0.42 | 0.62 | 1.32 | 1.42 |
Earnings per common share – diluted: | ||||
Income from continuing operations diluted (usd per share) | 0.36 | 0.43 | 1.15 | 0.88 |
Income from discontinued operations (usd per share) | 0 | 0.17 | 0 | 0.53 |
Net income attributable to Chart Industries, Inc. (usd per share) | $ 0.36 | $ 0.60 | $ 1.15 | $ 1.41 |
Weighted average number of common shares outstanding — basic (shares) | 35,620 | 35,230 | 35,590 | 35,400 |
Incremental shares issuable upon assumed conversion and exercise of share-based awards (shares) | 350 | 280 | 330 | 210 |
Incremental shares issuable due to dilutive effect of convertible (shares) | 2,900 | 430 | 2,710 | 0 |
Incremental shares issuable due to dilutive effect of warrants (shares) | 2,570 | 0 | 2,330 | 0 |
Weighted average number of common shares outstanding – diluted (shares) | 41,440 | 35,940 | 40,960 | 35,610 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 2,900 | 5,080 | 2,750 | 4,860 |
Share-based awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 0 | 250 | 40 | 460 |
Convertible note hedge and capped call transactions | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 0 | 430 | 0 | 0 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 2,900 | 4,400 | 2,710 | 4,400 |
Earnings Per Share - Narratives
Earnings Per Share - Narratives (Details) - Convertible Notes, due 2024 - Convertible Debt - $ / shares | Sep. 30, 2021 | Dec. 31, 2017 | Oct. 31, 2017 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Debt instrument, conversion price (usd per share) | $ 76.3425 | $ 58.725 | |
Maximum | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Debt instrument, conversion price (usd per share) | $ 71.775 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax expense | $ 5.5 | $ 6.2 | $ 9.9 | $ 8.9 | |
Effective income tax rate (percent) | 26.10% | 28.20% | 17.00% | 21.50% | |
Unrecognized tax benefits | $ 1.9 | $ 1.9 | $ 1.9 | ||
Unrecognized tax benefit that would impact effective tax rate | 1.3 | 1.3 | $ 1.3 | ||
Income tax penalties and interest accrued | $ 0.3 | $ 0.3 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, fair value of awards granted | $ 12.6 | |||
Allocated share-based compensation expense | $ 2.3 | $ 2.2 | ||
Employee share-based compensation expense | 8.1 | $ 7.1 | ||
Share based compensation expense not yet recognized | $ 12.8 | $ 12.8 | ||
Period in which unrecognized share based compensation will be recognized (in years) | 2 years | |||
Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Employee share-based compensation expense | $ 6.8 | |||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, fair value of restricted shares granted | $ 0.4 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, shares granted (shares) | 60 | |||
Share-based compensation, shares exercised (shares) | 130 | |||
Share-based compensation, vesting period (in years) | 4 years | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, restricted shares granted (shares) | 50 | |||
Share-based compensation, vesting period (in years) | 3 years | |||
Share-based compensation, shares vested other than options (shares) | 80 | |||
Performance Shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, restricted shares granted (shares) | 30 | |||
Share-based compensation, vesting period (in years) | 3 years | |||
Share-based compensation, shares vested other than options (shares) | 10 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, shares vested other than options (shares) | 80 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) $ in Millions | Jun. 10, 2021USD ($)lawsuit | Sep. 30, 2021USD ($)lawsuitproperty | Dec. 31, 2020USD ($) |
Contingencies | |||
Number of properties (property) | property | 1 | ||
Accrued environmental reserve | $ 0.2 | $ 0.3 | |
Pacific Fertility Center | |||
Contingencies | |||
Loss contingency accrual | $ 13.5 | ||
Loss contingency, receivable | $ 13.5 | ||
Pacific Fertility Center | Settled Litigation | |||
Contingencies | |||
Number of lawsuits | lawsuit | 5 | ||
Loss contingency, damages awarded, value | $ 14.9 | ||
Percentage of loss allocated to entity | 90.00% | ||
Loss contingency, estimate of possible loss | $ 13.5 | ||
Pacific Fertility Center | Pending Litigation | |||
Contingencies | |||
Number of lawsuits | lawsuit | 148 | ||
San Francisco Superior Court | Pending Litigation | |||
Contingencies | |||
Number of lawsuits | lawsuit | 53 |
Restructuring Activities - Narr
Restructuring Activities - Narratives (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jul. 17, 2020a | |
Restructuring Cost and Reserve | |||||||
Restructuring costs | $ 1.9 | $ 1.9 | $ 2.9 | $ 12.7 | |||
Operating Segments | Repair, Service & Leasing | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring costs | 1.4 | $ 0.1 | 1.4 | $ 0.1 | |||
Houston Texas Property | Forecast | Repair, Service & Leasing | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring costs | $ 6 | ||||||
Facility In Beasley, Texas | |||||||
Restructuring Cost and Reserve | |||||||
Area of land (acres) | a | 260 | ||||||
Lease facility in Tulsa, Oklahoma | Facility Closing And Start-Up | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring costs | 5 | 10.2 | |||||
Lease facility in Tulsa, Oklahoma | Facility Closing | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring costs | $ 2.7 | ||||||
Lease facility in Tulsa, Oklahoma | Facility Closing | Scenario, Plan | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring costs | $ 9 | ||||||
Lease facility in Tulsa, Oklahoma | Facility Start-Up | |||||||
Restructuring Cost and Reserve | |||||||
Restructuring costs | $ 0.4 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve | ||||
Severance costs | $ 0.4 | $ 1.3 | $ 0.7 | $ 10 |
Other restructuring costs | 1.5 | 0.6 | 2.2 | 2.7 |
Total restructuring costs | 1.9 | 1.9 | 2.9 | 12.7 |
Cost of sales | ||||
Restructuring Cost and Reserve | ||||
Severance costs | 0.4 | 0.6 | 0.4 | 4.5 |
Other restructuring costs | 1.5 | 0.6 | 2.2 | 0.6 |
Selling, general, and administrative expenses | ||||
Restructuring Cost and Reserve | ||||
Severance costs | 0 | 0.7 | 0.3 | 5.5 |
Other restructuring costs | $ 0 | $ 0 | $ 0 | $ 2.1 |
Restructuring Activities - Roll
Restructuring Activities - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Restructuring Reserve | |||||
Beginning balance, restructuring accrual | $ 0.2 | $ 1.9 | $ 0.8 | $ 0.9 | $ 0.9 |
Restructuring charges | 1.9 | 1.9 | 2.9 | 12.7 | |
Cash payments and other | (0.2) | (2.2) | (1.8) | (12) | |
Ending balance, restructuring accrual | 1.9 | 1.6 | 1.9 | 1.6 | 0.8 |
Operating Segments | Cryo Tank Solutions | |||||
Restructuring Reserve | |||||
Beginning balance, restructuring accrual | 0.3 | 1.4 | 0.5 | 0.5 | 0.5 |
Restructuring charges | 0 | 0.3 | 0.3 | 3.2 | |
Cash payments and other | 0 | (0.6) | (0.5) | (2.6) | |
Ending balance, restructuring accrual | 0.3 | 1.1 | 0.3 | 1.1 | 0.5 |
Operating Segments | Heat Transfer Systems | |||||
Restructuring Reserve | |||||
Beginning balance, restructuring accrual | (0.1) | 0.2 | 0.2 | 0.2 | 0.2 |
Restructuring charges | 0.5 | 1.1 | 1.2 | 6.8 | |
Cash payments and other | (0.3) | (1.1) | (1.3) | (6.8) | |
Ending balance, restructuring accrual | 0.1 | 0.2 | 0.1 | 0.2 | 0.2 |
Operating Segments | Specialty Products | |||||
Restructuring Reserve | |||||
Beginning balance, restructuring accrual | 0 | 0 | 0 | 0 | 0 |
Restructuring charges | 0 | 0 | 0 | 0 | |
Cash payments and other | 0 | 0 | 0 | 0 | |
Ending balance, restructuring accrual | 0 | 0 | 0 | 0 | 0 |
Operating Segments | Repair, Service & Leasing | |||||
Restructuring Reserve | |||||
Beginning balance, restructuring accrual | 0 | 0 | 0 | 0 | 0 |
Restructuring charges | 1.4 | 0.1 | 1.4 | 0.1 | |
Cash payments and other | 0.1 | (0.1) | 0.1 | (0.1) | |
Ending balance, restructuring accrual | 1.5 | 0 | 1.5 | 0 | 0 |
Corporate | |||||
Restructuring Reserve | |||||
Beginning balance, restructuring accrual | 0 | 0.3 | 0.1 | 0.2 | 0.2 |
Restructuring charges | 0 | 0.4 | 0 | 2.6 | |
Cash payments and other | 0 | (0.4) | (0.1) | (2.5) | |
Ending balance, restructuring accrual | $ 0 | $ 0.3 | $ 0 | $ 0.3 | $ 0.1 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - Revolving Credit Facility - New Credit Facility | Oct. 18, 2021USD ($) |
Subsequent Event | |
Principal amount | $ 1,000,000,000 |
Debt instrument term (years) | 5 years |