Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | 2200 Airport Industrial Drive, Suite 100 | |
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 | |
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 | 42,727,377 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000892553 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock | ||
Document Information [Line Items] | ||
Title of each class | Common Stock, par value $0.01 | |
Trading Symbol(s) | GTLS | |
Name of each exchange on which registered | NYSE | |
Convertible Preferred Stock | ||
Document Information [Line Items] | ||
Title of each class | Depositary shares, each representing 1/20th interest in a share of 6.75% Series B Mandatory Convertible Preferred Stock, par value $0.01 | |
Trading Symbol(s) | GTLS.PRB | |
Name of each exchange on which registered | NYSE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 166.9 | $ 663.6 |
Restricted cash | 2.5 | 1,941.7 |
Accounts receivable, less allowances of $4.7 and $4.5, respectively | 747.1 | 278.4 |
Inventories, net | 601.8 | 357.9 |
Unbilled contract revenue | 392.6 | 133.7 |
Prepaid expenses | 104 | 37.5 |
Insurance receivable | 0 | 234.4 |
Other current assets | 148.4 | 43.7 |
Total Current Assets | 2,163.3 | 3,690.9 |
Property, plant, and equipment, net | 727.2 | 430 |
Goodwill | 2,933.2 | 992 |
Identifiable intangible assets, net | 3,105.8 | 535.3 |
Equity method investments | 104.7 | 93 |
Investments in equity securities | 94.6 | 96.5 |
Other assets | 120 | 64.2 |
TOTAL ASSETS | 9,248.8 | 5,901.9 |
Current Liabilities | ||
Accounts payable | 670.1 | 211.1 |
Customer advances and billings in excess of contract revenue | 453.5 | 170.6 |
Accrued salaries, wages, and benefits | 90.4 | 31.5 |
Accrued income taxes | 35.1 | 3.5 |
Current portion of warranty reserve | 32.3 | 4.1 |
Current portion of long-term debt | 273.4 | 256.9 |
Operating lease liabilities, current | 14.3 | 5.4 |
Accrued legal settlement | 0 | 305.6 |
Other current liabilities | 163.5 | 92.9 |
Total Current Liabilities | 1,732.6 | 1,081.6 |
Long-term debt | 4,051.6 | 2,039.8 |
Long-term deferred tax liabilities | 656.9 | 46.1 |
Accrued pension liabilities | 7.1 | 0.9 |
Operating lease liabilities, non-current | 52 | 15.6 |
Other long-term liabilities | 41.7 | 33.6 |
Total Liabilities | 6,541.9 | 3,217.6 |
Equity | ||
Preferred stock, par value $0.01 per share, $1,000 aggregate liquidation preference — 10,000,000 shares authorized, 402,500 and 402,500 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 0 | 0 |
Common stock, par value $0.01 per share – 150,000,000 shares authorized, 42,725,897 and 42,563,032 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 0.4 | 0.4 |
Additional paid-in capital | 1,863.4 | 1,850.2 |
Treasury stock; 760,782 shares at both March 31, 2023 and December 31, 2022 | (19.3) | (19.3) |
Retained earnings | 880.1 | 902.2 |
Accumulated other comprehensive loss | (53.9) | (58) |
Total Chart Industries, Inc. Shareholders’ Equity | 2,670.7 | 2,675.5 |
Noncontrolling interests | 36.2 | 8.8 |
Total Equity | 2,706.9 | 2,684.3 |
TOTAL LIABILITIES AND EQUITY | $ 9,248.8 | $ 5,901.9 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,700,000 | $ 4,500,000 |
Preferred stock,par value (usd per share) | $ 0.01 | $ 0.01 |
Liquidation preference | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock shares outstanding (shares) | 402,500 | 402,500 |
Preferred stock, shares issued (shares) | 402,500 | 402,500 |
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 42,725,897 | 42,563,032 |
Common stock, shares outstanding (shares) | 42,725,897 | 42,563,032 |
Treasury stock (shares) | 760,782 | 760,782 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Sales | $ 537.9 | $ 354.1 |
Cost of sales | 386.4 | 270.4 |
Gross profit | 151.5 | 83.7 |
Selling, general, and administrative expenses | 93.5 | 53.5 |
Amortization expense | 21.8 | 10.1 |
Operating expenses | 115.3 | 63.6 |
Operating income | 36.2 | 20.1 |
Acquisition related finance fees | 26.1 | 0 |
Interest expense, net | 25.5 | 3.2 |
Financing costs amortization | 2.8 | 0.7 |
Unrealized loss on investments in equity securities | 2 | 2.6 |
Foreign currency (gain) loss | (1.1) | 1.6 |
Other expense (income) | 0.8 | (0.7) |
(Loss) income from continuing operations before income taxes and equity in loss of unconsolidated affiliates, net | (19.9) | 12.7 |
Income tax (benefit) expense | (6.4) | 2.1 |
(Loss) income from continuing operations before equity in loss of unconsolidated affiliates, net | (13.5) | 10.6 |
Equity in loss of unconsolidated affiliates, net | (0.4) | (0.3) |
Net (loss) income from continuing operations | (13.9) | 10.3 |
Loss from discontinued operations, net of tax | (0.4) | 0 |
Net (loss) income | (14.3) | 10.3 |
Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | 0.7 | 0.1 |
Net (loss) income attributable to Chart Industries, Inc. | (15) | 10.2 |
Amounts attributable to Chart common stockholders | ||
(Loss) income from continuing operations | (14.6) | 10.2 |
Less: Mandatory convertible preferred stock dividend requirement | 6.8 | 0 |
(Loss) income from continuing operations attributable to Chart | (21.4) | 10.2 |
Loss from discontinued operations, net of tax | (0.4) | 0 |
Net (loss) income attributable to Chart common stockholders | (21.8) | 10.2 |
Net (loss) income attributable to Chart common stockholders | $ (21.8) | $ 10.2 |
Basic earnings per common share attributable to Chart Industries, Inc. | ||
(Loss) income from continuing operations (usd per share) | $ (0.51) | $ 0.28 |
Loss from discontinued operations (usd per share) | (0.01) | 0 |
Net (loss) income attributable to Chart Industries, Inc. - Basic (usd per share) | (0.52) | 0.28 |
Diluted earnings per common share attributable to Chart Industries, Inc. | ||
(Loss) income from continuing operations (usd per share) | (0.51) | 0.25 |
Loss from discontinued operations (usd per share) | (0.01) | 0 |
Net (loss) income attributable to Chart Industries, Inc. - Diluted (usd per share) | $ (0.52) | $ 0.25 |
Weighted-average number of common shares outstanding: | ||
Basic (shares) | 41,940 | 35,830 |
Diluted (shares) | 41,940 | 40,790 |
Comprehensive (loss) income, net of taxes | $ (10.2) | $ 4.3 |
Less: Comprehensive income attributable to noncontrolling interests, net of taxes | 0.7 | 0.1 |
Comprehensive (loss) income attributable to Chart Industries, Inc., net of taxes | $ (10.9) | $ 4.2 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
OPERATING ACTIVITIES | |||
Net income | $ (14.3) | $ 10.3 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Bridge loan facility fees | 26.1 | 0 | |
Depreciation and amortization | 33.3 | 20.5 | |
Employee share-based compensation expense | 4 | 3.3 | |
Financing costs amortization | 2.8 | 0.7 | |
Unrealized foreign currency transaction gain | 1.7 | (1.1) | |
Unrealized loss on investments in equity securities | 2 | 2.6 | |
Equity in loss of unconsolidated affiliates | 0.5 | 0.3 | |
Other non-cash operating activities | 0.1 | 2 | |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | (6.6) | (17.2) | |
Inventories | 10.4 | (35) | |
Unbilled contract revenues and other assets | 174.9 | (36.1) | |
Accounts payable and other liabilities | (273.8) | (3.5) | |
Customer advances and billings in excess of contract revenue | 6.8 | 31 | |
Net Cash Used In Operating Activities | (32.1) | (22.2) | |
INVESTING ACTIVITIES | |||
Acquisition of businesses, net of cash acquired | (4,339.8) | (0.8) | |
Investments | (2.1) | (3.9) | |
Capital expenditures | (31.4) | (12.6) | |
Proceeds from sale of assets | 0.1 | 0 | |
Government grants and other | (0.6) | (0.2) | |
Net Cash Used In Investing Activities | (4,373.8) | (17.5) | |
FINANCING ACTIVITIES | |||
Borrowings on revolving credit facility | 634.8 | 254 | |
Repayments on revolving credit facility | (45) | (235.9) | |
Borrowings on term loan | 1,497.2 | 0 | |
Payments for debt issuance costs | (121.5) | 0 | |
Proceeds from issuance of common stock, net | 11.7 | 0 | |
Proceeds from exercise of stock options | 0.1 | 1 | |
Common stock repurchases from share-based compensation plans | (2.6) | (3.2) | |
Dividends paid on mandatory convertible preferred stock | (6.9) | 0 | |
Net Cash Provided By Financing Activities | 1,967.8 | 15.9 | |
Effect of exchange rate changes on cash and cash equivalents | 2.2 | 1.3 | |
Net increase in cash, cash equivalents, restricted cash, and restricted cash equivalents | (2,435.9) | (22.5) | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period | 2,605.3 | 122.4 | |
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD | [1],[2] | $ 169.4 | $ 99.9 |
[1] Net cash used in operating activities includes net out-of-pocket payments in connection with settlements related to our divested cryobiological products business. For further information regarding our discontinued operations, refer to Note 2, “Discontinued Operations.” |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Cash Flows [Abstract] | ||
Restricted cash and cash equivalents, current | $ 2,500 | $ 1,941,700 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity (Unaudited) - USD ($) $ in Millions | Total | Common Stock | Preferred Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Non-controlling Interests |
Beginning balance at Dec. 31, 2021 | $ 1,625.2 | $ 0.4 | $ 0 | $ 779 | $ (19.3) | $ 878.2 | $ (21.7) | $ 8.6 |
Beginning balance (shares) at Dec. 31, 2021 | 36,550,000 | |||||||
Preferred stock, beginning balance (shares) at Dec. 31, 2021 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | 10.3 | 10.2 | 0.1 | |||||
Other comprehensive loss | (6) | (6) | ||||||
Share-based compensation expense | 3.3 | 3.3 | ||||||
Common stock issued from share-based compensation plans | 1 | 1 | ||||||
Common stock issued from share-based compensation plans (shares) | 80,000 | |||||||
Common stock repurchases from share-based compensation plans | (3.2) | (3.2) | ||||||
Common stock repurchases from share-based compensation plans (in shares) | (20,000) | |||||||
Earthly Labs Inc. purchase price adjustment | (1.2) | (1.2) | ||||||
Ending balance at Mar. 31, 2022 | 1,629.4 | $ 0.4 | $ 0 | 778.9 | (19.3) | 888.4 | (27.7) | 8.7 |
Ending balance (shares) at Mar. 31, 2022 | 36,610,000 | |||||||
Preferred stock, ending balance (shares) at Mar. 31, 2022 | 0 | |||||||
Beginning balance at Dec. 31, 2022 | $ 2,684.3 | $ 0.4 | $ 0 | 1,850.2 | (19.3) | 902.2 | (58) | 8.8 |
Beginning balance (shares) at Dec. 31, 2022 | 42,563,032 | 42,560,000 | ||||||
Preferred stock, beginning balance (shares) at Dec. 31, 2022 | 402,500 | 400,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net income | $ (14.3) | (15) | 0.7 | |||||
Other comprehensive loss | 4 | 4 | ||||||
Common stock issuance, net of equity issuance costs | 11.7 | 11.7 | ||||||
Common stock issuance, net of equity issuance costs (shares) | 110,000 | |||||||
Share-based compensation expense | 4 | 4 | ||||||
Common stock issued from share-based compensation plans | 0.1 | 0.1 | ||||||
Common stock issued from share-based compensation plans (shares) | 80,000 | |||||||
Common stock repurchases from share-based compensation plans | (2.6) | (2.6) | ||||||
Common stock repurchases from share-based compensation plans (in shares) | (20,000) | |||||||
Preferred stock dividend | (6.9) | (6.9) | ||||||
Purchase of non-controlling interest | 26.5 | 26.5 | ||||||
Other | 0.1 | (0.2) | 0.1 | 0.2 | ||||
Ending balance at Mar. 31, 2023 | $ 2,706.9 | $ 0.4 | $ 0 | $ 1,863.4 | $ (19.3) | $ 880.1 | $ (53.9) | $ 36.2 |
Ending balance (shares) at Mar. 31, 2023 | 42,725,897 | 42,730,000 | ||||||
Preferred stock, ending balance (shares) at Mar. 31, 2023 | 402,500 | 400,000 |
Basis of Preparation
Basis of Preparation | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022. 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 months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. On March 17, 2023, we completed the acquisition of Howden (“Howden”), a leading global provider of mission critical air and gas handling products and services, from affiliates of KPS Capital Partners, LP, which is included in our continuing operations for the two weeks of ownership during March 2023. See Note 13, “Business Combinations”, for further information regarding the acquisition of Howden (the “Howden Acquisition”). Nature of Operations : We are a leading independent global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ – clean power, clean water, clean food, and clean industrials, regardless of molecule. Our unique product portfolio across both stationary and rotating equipment is used in every phase of the liquid gas supply chain, including upfront engineering, service and repair. Being at the forefront of the clean energy transition, Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas, CO2 Capture and water treatment, among other applications. We are committed to excellence in environmental, social and corporate governance (ESG) issues both for our company as well as our customers. With over 48 global manufacturing locations from the United States to Asia, India and Europe, 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. 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, based on a number of factors including the current macroeconomic conditions such as inflation and supply chain disruptions, as well as risks set forth in our Annual Report on Form 10-K. Recently Issued Accounting Standards (Not Yet Adopted): In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The amendments in this update clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot recognize and measure a contractual sale restriction and adds additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We do not expect this ASU to have a material impact on our financial position, results of operations, and disclosures. Recently Adopted Accounting Standards: In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” For public business entities, the amendments in this update require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. The amendments in this update were effective for Chart for fiscal years beginning after December 15, 2022. We adopted this guidance effective January 1, 2023. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The amendments in this update require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution model by analogy. The amendments in this update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. We adopted this guidance effective January 1, 2022. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this guidance effective April 1, 2022. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and in January 2021, the FASB subsequently issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2020-04 and the subsequent modifications are identified as ASC 848 (“ASC 848”). ASC 848 simplifies the accounting for modifying contracts (including those in hedging relationships) that refer to LIBOR and other interbank offered rates that are expected to be discontinued due to reference rate reform. The amendments in ASC 848 are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in ASC 848 must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Chart transitioned away from LIBOR rates on our debt facilities in early 2023 at which time we adopted this guidance. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Cryobiological Products Divestiture On October 1, 2020, we closed on the sale of our cryobiological products business, which was formerly within our D&S West segment prior to the realignment of our segment reporting structuring in the fourth quarter of 2020, to Cryoport, Inc. (NASDAQ: CYRX) for net cash proceeds of $317.5, inclusive of the base purchase price of $320.0 less estimated closing adjustments of $2.5 (the “Cryobiological Divestiture”). The strategic decision to divest of our cryobiological products business reflected our strategy and capital allocation approach to focus on our core capabilities and offerings. Summarized Financial Information of Discontinued Operations The following table represents income from discontinued operations, net of tax: Three Months Ended March 31, 2023 Sales $ — Selling, general and administrative expenses 0.4 Operating loss (0.4) Other expense, net — Loss before income taxes (0.4) Income tax benefit — Loss from discontinued operations, net of tax (1) (2) $ (0.4) _______________ (1) There was no income or cash flows from discontinued operations for the three months ended March 31, 2022. (2) Includes legal fees related to our divested cryobiological products business. |
Reportable Segments
Reportable Segments | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments As reported in our Annual Report on Form 10-K for the year ended December 31, 2022, 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 supplies bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. Our Heat Transfer Systems segment supplies mission critical process technology, engineered equipment and systems used in the movement, separation, liquefaction, and purification of hydrocarbon and industrial gases that span gas-to-liquid applications. Our Specialty Products segment supplies products and solutions used in specialty end-market applications including hydrogen, biofuels, CO2 Capture, food and beverage, space exploration, gas by rail, lasers, cannabis and water treatment, among others. Our Heat Transfer Systems, Specialty Products and Cryo Tank segments also include products from the Howden Acquisition such as compressors, blowers and fans, rotary heaters and steam turbines. Our Repair, Service & Leasing segment provides installation, service, repair, maintenance, monitoring and refurbishment of cryogenic and compression products in addition to providing equipment leasing solutions as well as expanded aftermarket products and services related to the Howden acquisition. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit and risk management. Corporate support functions are not currently allocated to the segments. We evaluate performance and allocate resources based on operating income as determined in our condensed consolidated statements of operations and comprehensive (loss) income. Segment Financial Information Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 127.2 $ 167.5 $ 127.3 $ 120.1 $ (4.2) $ — $ 537.9 Depreciation and amortization expense 5.6 8.4 8.6 9.9 — 0.8 33.3 Operating income (loss) (1) (2) 4.9 27.3 22.1 33.8 — (51.9) 36.2 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 118.1 $ 79.3 $ 107.5 $ 49.3 $ (0.1) $ — $ 354.1 Depreciation and amortization expense 4.1 7.7 3.9 4.3 — 0.5 20.5 Operating income (loss) (1) (2) 14.1 (0.2) 16.2 8.3 — (18.3) 20.1 _______________ (1) Restructuring costs for the: • three months ended March 31, 2023 were $1.6 ($0.8 - Cryo Tank Solutions, $0.8 - Repair, Service & Leasing). • three months ended March 31, 2022 were $0.1 in our Heat Transfer Systems segment. (2) Acquisition-related contingent consideration credits in our Specialty Products Segment were related to our 2020 acquisitions of Sustainable Energy Solutions, Inc. (“SES”) and BlueInGreen, LLC (“BIG”) and for the: • three months ended March 31, 2023 were $(7.4) . • three months ended March 31, 2022 were $(0.8). Sales by Geography Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 67.1 $ 134.6 $ 73.2 $ 57.3 $ (2.3) $ 329.9 Europe, Middle East, Africa and India 42.0 15.5 33.0 36.1 (1.3) 125.3 Asia-Pacific 17.3 14.3 20.1 23.0 (0.6) 74.1 Rest of the World 0.8 3.1 1.0 3.7 — 8.6 Total $ 127.2 $ 167.5 $ 127.3 $ 120.1 $ (4.2) $ 537.9 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 37.9 $ 53.7 $ 60.0 $ 34.6 $ (0.1) $ 186.1 Europe, Middle East, Africa and India 50.7 19.1 35.2 10.1 — 115.1 Asia-Pacific 28.2 6.1 12.2 4.0 — 50.5 Rest of the World 1.3 0.4 0.1 0.6 — 2.4 Total $ 118.1 $ 79.3 $ 107.5 $ 49.3 $ (0.1) $ 354.1 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. March 31, December 31, Cryo Tank Solutions $ 482.9 $ 382.0 Heat Transfer Systems 364.1 298.6 Specialty Products 371.6 429.8 Repair, Service & Leasing 169.3 182.1 Total assets of reportable segments 1,387.9 1,292.5 Unallocated acquired assets (1) 1,290.6 — Goodwill (2) 2,933.2 992.0 Identifiable intangible assets, net (2) 3,105.8 535.3 Corporate 531.3 2,830.7 Insurance receivable, net of tax — 251.4 Total $ 9,248.8 $ 5,901.9 _______________ (1) As discussed in Note 13 , “ Business Combinations ”, on March 17, 2023, we acquired Howden. Acquired assets resulting from this transaction have not yet been allocated at the reporting unit level, but will be allocated to the reporting units when the purchase price allocation is finalized during the measurement period and an analysis has been completed to determine an appropriate allocation. (2) See Note 7, “Goodwill and Intangible Assets,” for further information related to goodwill and identifiable intangible assets, net. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category: Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 93.0 $ 11.4 $ 4.3 $ 72.7 $ (2.4) $ 179.0 Over time 34.2 156.1 123.0 47.4 (1.8) 358.9 Total $ 127.2 $ 167.5 $ 127.3 $ 120.1 $ (4.2) $ 537.9 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 107.4 $ 5.9 $ 59.0 $ 25.9 $ — $ 198.2 Over time 10.7 73.4 48.5 23.4 (0.1) 155.9 Total $ 118.1 $ 79.3 $ 107.5 $ 49.3 $ (0.1) $ 354.1 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: March 31, 2023 December 31, 2022 Year-to-date Change ($) Year-to-date Change (%) Contract assets Accounts receivable, net of allowances $ 747.1 $ 278.4 $ 468.7 168.4 % Unbilled contract revenue 392.6 133.7 258.9 193.6 % Contract liabilities Customer advances and billings in excess of contract revenue $ 453.5 $ 170.6 $ 282.9 165.8 % Long-term deferred revenue — 0.3 (0.3) (100.0) % Revenue recognized for the three months ended March 31, 2023 and 2022, that was included in the contract liabilities balance at the beginning of each year was $68.0 and $63.7 , respectively. The amount of revenue recognized during the three months ended March 31, 2023 from performance obligations satisfied or partially satisfied in previous periods as a result of changes in the estimates of variable consideration related to long-term contracts, was not significant. 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 March 31, 2023, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $3,932.0 . We expect to recognize revenue on approximately 65% to 70% o f the remaining performance obligations over the next 12 months and the remaining over the next few years thereafter. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the components of inventory: March 31, December 31, Raw materials and supplies $ 292.5 $ 218.9 Work in process 162.5 57.8 Finished goods 146.8 81.2 Total inventories, net $ 601.8 $ 357.9 The allowance for excess and obsolete inventory balance at March 31, 2023 and December 31, 2022 was $8.3 and $8.2, respectively. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Lessee Accounting The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from May 2023 to November 2034. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease ROU assets are classified as property, plant and equipment, net in the condensed consolidated balance sheets. Finance lease ROU assets are classified as other assets in the condensed consolidated balance sheets. Operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current. Finance lease liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balances sheets. We incurred $5.1 and $3.4 of rental expense under operating leases for the three months ended March 31, 2023 and 2022, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. We incurred $0.1 and $0.1 of finance lease interest for the three months ended March 31, 2023 and 2022, respectively. The following table presents the lease balances within our condensed consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities March 31, 2023 December 31, 2022 Assets Operating lease, net $ 65.9 $ 21.1 Finance lease, net 11.2 3.0 Total lease assets $ 77.1 $ 24.1 Liabilities Current: Operating lease liabilities $ 14.3 $ 5.4 Finance lease liabilities 2.5 1.7 Non-current: Operating lease liabilities 52.0 15.6 Finance lease liabilities $ 8.8 1.5 Total lease liabilities $ 77.6 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years Finance leases 5.8 years Weighted-average discount rate Operating leases 9.4% Finance leases 6.5% The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2023: Finance Operating 2023 $ 2.4 $ 15.4 2024 2.5 19.3 2025 1.4 15.3 2026 1.2 10.6 2027 1.1 7.3 Thereafter (1) 2.7 20.4 Total future minimum lease payments $ 11.3 $ 88.3 _______________ (1) As of March 31, 2023, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2027 relate to twenty leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. As of March 31, 2023 and December 31, 2022, our short-term net investment in sales-type leases was $16.3 and $14.5, respectively, and is included in other current assets in our condensed consolidated balance sheets. Our long-term net investment in sales type leases was $50.6 and $44.3 as of March 31, 2023 and December 31, 2022, respectively, and is included in other assets in our condensed consolidated balance sheets. For sales type leases, interest income was $0.7 and $0.5 in the condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2023 and 2022, respectively. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: Three Months Ended March 31, 2023 2022 Sales-type leases $ 12.7 $ 5.3 Operating leases 1.2 1.0 Total sales from leases $ 13.9 $ 6.3 The following table represents scheduled payments for sales-type leases: March 31, 2023 2023 $ 11.7 2024 16.9 2025 16.9 2026 13.8 2027 7.4 Thereafter 13.0 Total 79.7 Less: unearned income 12.8 Total $ 66.9 The following table represents the cost of equipment leased to others: March 31, 2023 December 31, 2022 Equipment leased to others, cost $ 19.0 $ 17.3 Less: accumulated depreciation 3.6 3.1 Equipment leased to others, net $ 15.4 $ 14.2 The following table represents payments due for operating leases: March 31, 2023 2023 $ 0.6 2024 0.1 2025 0.1 2026 0.1 2027 — Thereafter — Total $ 0.9 |
Leases | Leases Lessee Accounting The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from May 2023 to November 2034. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease ROU assets are classified as property, plant and equipment, net in the condensed consolidated balance sheets. Finance lease ROU assets are classified as other assets in the condensed consolidated balance sheets. Operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current. Finance lease liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balances sheets. We incurred $5.1 and $3.4 of rental expense under operating leases for the three months ended March 31, 2023 and 2022, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. We incurred $0.1 and $0.1 of finance lease interest for the three months ended March 31, 2023 and 2022, respectively. The following table presents the lease balances within our condensed consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities March 31, 2023 December 31, 2022 Assets Operating lease, net $ 65.9 $ 21.1 Finance lease, net 11.2 3.0 Total lease assets $ 77.1 $ 24.1 Liabilities Current: Operating lease liabilities $ 14.3 $ 5.4 Finance lease liabilities 2.5 1.7 Non-current: Operating lease liabilities 52.0 15.6 Finance lease liabilities $ 8.8 1.5 Total lease liabilities $ 77.6 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years Finance leases 5.8 years Weighted-average discount rate Operating leases 9.4% Finance leases 6.5% The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2023: Finance Operating 2023 $ 2.4 $ 15.4 2024 2.5 19.3 2025 1.4 15.3 2026 1.2 10.6 2027 1.1 7.3 Thereafter (1) 2.7 20.4 Total future minimum lease payments $ 11.3 $ 88.3 _______________ (1) As of March 31, 2023, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2027 relate to twenty leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. As of March 31, 2023 and December 31, 2022, our short-term net investment in sales-type leases was $16.3 and $14.5, respectively, and is included in other current assets in our condensed consolidated balance sheets. Our long-term net investment in sales type leases was $50.6 and $44.3 as of March 31, 2023 and December 31, 2022, respectively, and is included in other assets in our condensed consolidated balance sheets. For sales type leases, interest income was $0.7 and $0.5 in the condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2023 and 2022, respectively. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: Three Months Ended March 31, 2023 2022 Sales-type leases $ 12.7 $ 5.3 Operating leases 1.2 1.0 Total sales from leases $ 13.9 $ 6.3 The following table represents scheduled payments for sales-type leases: March 31, 2023 2023 $ 11.7 2024 16.9 2025 16.9 2026 13.8 2027 7.4 Thereafter 13.0 Total 79.7 Less: unearned income 12.8 Total $ 66.9 The following table represents the cost of equipment leased to others: March 31, 2023 December 31, 2022 Equipment leased to others, cost $ 19.0 $ 17.3 Less: accumulated depreciation 3.6 3.1 Equipment leased to others, net $ 15.4 $ 14.2 The following table represents payments due for operating leases: March 31, 2023 2023 $ 0.6 2024 0.1 2025 0.1 2026 0.1 2027 — Thereafter — Total $ 0.9 |
Leases | Leases Lessee Accounting The Company leases certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from May 2023 to November 2034. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease ROU assets are classified as property, plant and equipment, net in the condensed consolidated balance sheets. Finance lease ROU assets are classified as other assets in the condensed consolidated balance sheets. Operating lease liabilities are classified as operating lease liabilities, current and operating lease liabilities, non-current. Finance lease liabilities are classified as other current liabilities and other long-term liabilities in the consolidated balances sheets. We incurred $5.1 and $3.4 of rental expense under operating leases for the three months ended March 31, 2023 and 2022, respectively. Certain operating leases contain rent escalation clauses and lease concessions that require additional rental payments in the later years of the term. Rent expense for these types of leases is recognized on a straight-line basis over the minimum lease term. Adjustments for straight-line rental expense for the respective periods was not material and as such, the majority of expense recognized was reflected in cash provided by operating activities for the respective periods. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. We incurred $0.1 and $0.1 of finance lease interest for the three months ended March 31, 2023 and 2022, respectively. The following table presents the lease balances within our condensed consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities March 31, 2023 December 31, 2022 Assets Operating lease, net $ 65.9 $ 21.1 Finance lease, net 11.2 3.0 Total lease assets $ 77.1 $ 24.1 Liabilities Current: Operating lease liabilities $ 14.3 $ 5.4 Finance lease liabilities 2.5 1.7 Non-current: Operating lease liabilities 52.0 15.6 Finance lease liabilities $ 8.8 1.5 Total lease liabilities $ 77.6 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years Finance leases 5.8 years Weighted-average discount rate Operating leases 9.4% Finance leases 6.5% The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2023: Finance Operating 2023 $ 2.4 $ 15.4 2024 2.5 19.3 2025 1.4 15.3 2026 1.2 10.6 2027 1.1 7.3 Thereafter (1) 2.7 20.4 Total future minimum lease payments $ 11.3 $ 88.3 _______________ (1) As of March 31, 2023, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2027 relate to twenty leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease program as sales-type and operating leases. As of March 31, 2023 and December 31, 2022, our short-term net investment in sales-type leases was $16.3 and $14.5, respectively, and is included in other current assets in our condensed consolidated balance sheets. Our long-term net investment in sales type leases was $50.6 and $44.3 as of March 31, 2023 and December 31, 2022, respectively, and is included in other assets in our condensed consolidated balance sheets. For sales type leases, interest income was $0.7 and $0.5 in the condensed consolidated statements of operations and comprehensive (loss) income for the three months ended March 31, 2023 and 2022, respectively. Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return. The following table represents sales from sales-type and operating leases: Three Months Ended March 31, 2023 2022 Sales-type leases $ 12.7 $ 5.3 Operating leases 1.2 1.0 Total sales from leases $ 13.9 $ 6.3 The following table represents scheduled payments for sales-type leases: March 31, 2023 2023 $ 11.7 2024 16.9 2025 16.9 2026 13.8 2027 7.4 Thereafter 13.0 Total 79.7 Less: unearned income 12.8 Total $ 66.9 The following table represents the cost of equipment leased to others: March 31, 2023 December 31, 2022 Equipment leased to others, cost $ 19.0 $ 17.3 Less: accumulated depreciation 3.6 3.1 Equipment leased to others, net $ 15.4 $ 14.2 The following table represents payments due for operating leases: March 31, 2023 2023 $ 0.6 2024 0.1 2025 0.1 2026 0.1 2027 — Thereafter — Total $ 0.9 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
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 Unallocated (3) Consolidated Balance at December 31, 2022 $ 79.1 $ 430.5 $ 304.0 $ 178.4 $ — $ 992.0 Goodwill acquired during the period (1) — — — — 1,938.3 1,938.3 Foreign currency translation adjustments and other 1.8 1.0 — — — 2.8 Purchase price adjustments (2) — — 0.1 — — 0.1 Balance at March 31, 2023 $ 80.9 $ 431.5 $ 304.1 $ 178.4 $ 1,938.3 $ 2,933.2 Accumulated goodwill impairment loss at December 31, 2022 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 Impairment loss — — — — — — Accumulated goodwill impairment loss at March 31, 2023 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 _______________ (1) Goodwill acquired during the period was $1,938.3. All goodwill acquired during the period related to the Howden Acquisition. (2) During the first three months of 2023, we recorded purchase price adjustments that increased goodwill by $0.1 in our Specialty Products segment related to the 2022 acquisition of Fronti Fabrications, Inc. (“Fronti”) . For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 13, “Business Combinations.” (3) As discussed in Note 13 , “ Business Combinations ”, on March 17, 2023, we acquired Howden. A preliminary goodwill balance of $1,938.3 was recognized for the excess of the consideration transferred over the net assets acquired. Goodwill resulting from this transaction has not yet been allocated at the reporting unit level, but will be allocated to the reporting units when the purchase price allocation is finalized during the measurement period and an analysis has been completed to determine an appropriate allocation based on the relative fair value of each of these reporting units. 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) : March 31, 2023 December 31, 2022 Weighted-average Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 11 years $ 1,626.0 $ (115.2) $ 311.5 $ (104.6) Unpatented technology 13 years 522.1 (50.3) 202.5 (44.8) Patents and other 3 years 366.4 (7.7) 6.8 (2.0) Trademarks and trade names 16 years 2.9 (1.8) 2.5 (1.7) Land use rights 50 years 10.5 (1.8) 10.4 (1.7) Total finite-lived intangible assets 10 years 2,527.9 (176.8) 533.7 (154.8) Indefinite-lived intangible assets: Trademarks and trade names (2) 754.7 — 156.4 — Total intangible assets $ 3,282.6 $ (176.8) $ 690.1 $ (154.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. (2) Accumulated indefinite-lived intangible assets impairment loss was $16.0 at both March 31, 2023 and December 31, 2022. Amortization expense for intangible assets subject to amortization was $21.8 and $10.1 for the three months ended March 31, 2023 and 2022, respectively. We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2023 $ 241.7 2024 321.2 2025 320.2 2026 218.5 2027 194.8 Government Grants During the fourth quarter of 2021, we were selected by the U.S. Department of Energy (“DOE”) for funding of up to $5.0 to engineer and build our Cryogenic Carbon Capture TM system for a cement plant. During the project’s duration, the DOE shall reimburse us in cash for approved expenses we incur. This project began on February 1, 2022, at which point expenses incurred may be submitted for reimbursement. The agreement will be effective until April 30, 2025. We have not yet received any funding for this grant. 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: March 31, December 31, Current $ 0.5 $ 0.5 Long-term 6.1 6.1 Total China Government Grants $ 6.6 $ 6.6 |
Investments
Investments | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Equity Method Investments The following table represents the activity in equity method investments: Equity Method Investments (1) (2) (3) Balance at December 31, 2022 $ 93.0 New investments (4) 12.4 Equity in loss of unconsolidated affiliates (0.5) Foreign currency translation adjustments and other (0.2) Balance at March 31, 2023 $ 104.7 _______________ (1) Cryomotive : Our equity method investment in Cryomotive GmbH (“Cryomotive”) was $5.1 and $4.9 at March 31, 2023 and December 31, 2022, respectively. Equity in earnings (loss) of unconsolidated affiliates, net of this investment was $0.1 and $(0.5) for the three months ended March 31, 2023 and 2022, respectively, and is classified in equity in loss of unconsolidated affiliates, net in the condensed consolidated statements of operations and comprehensive (loss) income. The remaining change in fair value during the current period was attributable to an immaterial gain on foreign currency translation. (2) HTEC: Our equity method investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) was $79.7 and $80.8 at March 31, 2023 and December 31, 2022, respectively. Equity in loss of unconsolidated affiliates, net of this investment was $(1.0) and $(0.3) for the three months ended March 31, 2023 and 2022, respectively. The remaining change in fair value during the current period was attributable to an immaterial loss on foreign currency translation. (3) Hudson Products: Also included in our equity method investments is a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $4.3 and $4.0 at March 31, 2023 and December 31, 2022, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. We recognized equity in earnings of unconsolidated affiliates, net of this investment of $0.3 and $0.3 for the three months ended March 31, 2023 and 2022, respectively. Liberty LNG: Additionally, we have a 25% ownership interest in Liberty LNG, which totaled $3.0 and $2.9 at March 31, 2023 and December 31, 2022, respectively. We recognized equity in earnings of unconsolidated affiliates, net of this investment of $0.1 and $0.1 for the three months ended March 31, 2023 and 2022, respectively. We have another immaterial investment in an unconsolidated affiliate of $0.4 for all periods presented. (4) Hylium Industries: During the first quarter of 2023, we completed an investment for a 50% ownership interest in Hylium Industries, Inc. (“Hylium”) for $2.3. Our equity method investment in Hylium was $2.2 at March 31, 2023. The change in fair value during the current period was attributable to an immaterial loss on foreign currency translation. L&T Howden Private Ltd ("LTH"): In connection with the Howden Acquisition, we recorded a 49.9% ownership interest in a joint venture in L&T Howden Private Ltd at a fair value of $10.1. Our equity method investment in LTH was $10.0 at March 31, 2023. Equity in earnings, net of this investment was $0.0 in the period ended March 31, 2023, and is classified in equity in loss of unconsolidated affiliates, net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The change in fair value during the current period was attributable to an immaterial loss on foreign currency translation. Investments in Equity Securities 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 (2) Investments Total Balance at December 31, 2022 $ 17.2 $ 7.8 $ 71.5 $ 96.5 Decrease in fair value of investments in equity securities 0.5 (2.5) — (2.0) Foreign currency translation adjustments and other 0.2 — (0.1) 0.1 Balance at March 31, 2023 $ 17.9 $ 5.3 $ 71.4 $ 94.6 _______________ (1) McPhy: Investment in equity securities Level 1 includes our investment in McPhy (Euronext Paris: MCPHY - ISIN; FR001742329). McPhy’s common stock trades on the Euronext Paris stock exchange and therefore we measure our investment in McPhy using Level 1 fair value inputs. The fair value of our investment in McPhy was $17.9 and $17.2 at March 31, 2023 and December 31, 2022, respectively. We recognized an unrealized gain of $0.5 and an unrealized loss of $3.7 in our investment in McPhy for the three months ended March 31, 2023 and 2022, respectively. Stabilis: Investment in equity securities Level 2 includes our investment in Stabilis Energy, Inc. (NasdaqCM: SLNG) (“Stabilis”). Stabilis represents an instrument with quoted prices that trades less frequently than certain of our other exchange-traded instruments and therefore we measure our investment in Stabilis using Level 2 fair value inputs. The fair value of our investment in Stabilis was $5.3 and $7.8 at March 31, 2023 and December 31, 2022, respectively. We recognized an unrealized loss of $2.5 and an unrealized gain of $1.1 for the three months ended March 31, 2023 and 2022, respectively, in our investment in Stabilis. (2) Transform: The fair value of our investment in Transform Materials LLC (“Transform Materials”) was $25.1 at both March 31, 2023 and December 31, 2022. Svante: The fair value of our investment in Svante Inc. (“Svante”) was $38.5 at both March 31, 2023 and December 31, 2022. Hy24: Our investment in Hy24 is measured at fair value using the net asset value (“NAV”) per share practical expedient and is not classified in the fair value hierarchy. The fair value of our investment in the Hy24 was $0.8 and $0.9 at March 31, 2023 and December 31, 2022, respectively. See “Hy24 (f/k/a FiveT Hydrogen Fund)” below for further information. Gold Hydrogen LLC: The fair value of our investment in Gold Hydrogen was $2.0 at both March 31, 2023 and December 31, 2022, respectively. Avina : During the fourth quarter of 2022, we completed an investment in Avina Clean Hydrogen Inc. (“Avina”) in the amount of $5.0. The fair value of our investment in Avina was $5.0 at both March 31, 2023 and December 31, 2022, respectively. Our investments in Transform Materials, Svante, Hy24, Gold Hydrogen and Avina represent equity instruments without a readily determinable fair value. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. Co-Investment Agreement On September 7, 2021, we entered into a Co-Investment Agreement with I Squared Capital (“ISQ”), an infrastructure-focused private equity firm (the “Co-Investment Agreement”), pursuant to which Chart and ISQ have agreed to the following: • In the following circumstances, ISQ shall have the right but not the obligation to require Chart to purchase all (and not less than all) of the shares of HTEC common stock acquired as part of ISQ’s investment described above (the “Put Option”): i. the third anniversary of the Closing Date, ii. the date Chart undergoes a change of control (subject to certain exceptions), iii. the date upon which Chart, during the period from the Closing Date through the third anniversary of the Closing Date, has made certain distributions to its shareholders (including cash or other dividends, or via a spin-off transaction), in excess of $900.0, iv. the date, if any, upon which our leverage ratio exceeds certain thresholds and v. the date, if any, of a bankruptcy event (including certain insolvency-related actions) involving Chart. • In the event that ISQ exercises its Put Option, we shall pay to ISQ an amount in cash in exchange for the HTEC common stock then held by ISQ such that ISQ shall realize the greater of (i) an internal rate of return of 10% and (ii) a multiple on ISQ’s invested capital of 1.65x. • Conversely, at any time after the third anniversary of the Closing Date, we shall have the right to purchase from ISQ up to 20% of the shares of HTEC common stock acquired as part of the ISQ Investment. In exchange for the common stock, we shall pay ISQ the greater of (i) an internal rate of return of 12.5% and (ii) a multiple on ISQ’s invested capital of 1.65x. • In addition, we shall have (i) a right of first offer: if ISQ desires to transfer any of its HTEC common stock to any third party, we shall have the right to first offer provided that upon notice, we shall have the option to make a first offer to purchase the offered interest in cash exclusively and (ii) a right of first refusal: if ISQ desires to sell its HTEC common stock to any third party pursuant to a definitive agreement therewith, we shall have the right of first refusal provided that the purchase consideration paid by Chart to ISQ upon our exercise of such right of first refusal must be equal to 102% of the purchase consideration agreed to be paid by such third party. • The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock. Accounting Treatment of Put and Call Options We record the Put and Call Options (together “the Options”) at fair value and record any change in fair value through earnings at each reporting period. The fair value of the Options was not material on March 31, 2023. Hy24 (f/k/a FiveT Hydrogen Fund) As previously announced on April 5, 2021, we were admitted as an anchor investor in Hy24 (the “Hydrogen Fund”). Hy24 is a joint venture between Ardian, Europe’s largest private investment house with managed assets of approximately $150 billion, and FiveT Hydrogen, a new investment manager specialized purely on clean hydrogen investments. As discussed in the “Investments in Equity Securities” section above, our investment to date is euro 0.7 million, making our unfunded commitment euro 49.3 million. During the three months ended March 31, 2023 there was a return of capital of $0.2 from Hy24. The fund manager of the Hydrogen Fund (the “Management Company”) established a Limited Partners Advisory Committee (the “LPAC”) which consults with and helps advise the Management Company with respect to certain key decisions governing the fund that the Management Company shall make. The LPAC is comprised of up to fifteen (15) members, the majority of whom are chosen by certain industrial investors and who are (i) representatives of the anchor investors and (ii) subject to any remaining available seats, representatives of the non-anchor investors selected by the Management Company. Class A1 Shares, which we hold, are entitled to the return of any associated paid-up capital contributions (excluding any subscription premium or default interest, if any), the Preferred Return calculated thereon as described below, and their share of the Hydrogen Fund’s capital gain beyond the Preferred Return in accordance with the order of distributions in the by-laws of the Hydrogen Fund (in each case to the extent of available funds). The “Preferred Return” equals an annual interest rate of seven percent (7%) if fifteen percent (15%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments; provided, however, that such seven percent (7%) interest rate shall be reduced in a linear fashion to six and one-half percent (6.5%) if twenty percent (20%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments. The Management Company currently expects that the Hydrogen Fund will attract aggregate capital commitments equal to its hard cap of euro 1.8 billion. The Hydrogen Fund shall determine the net asset value of each class of its shares at the end of each quarter (Including the Class A1 Shares that we hold), which will be used to record the fair value of our investment. The Hydrogen Fund will have a term of twelve (12) years, commencing from December 16 th , 2021, subject to certain potential extensions. Investors cannot request the redemption of their shares by the Hydrogen Fund at any time prior to the final liquidation of the fund. Capital calls will be made by the Management Company in accordance with investment opportunities and the financing needs of the Hydrogen Fund’s activities. The Management Company is required to send capital call requests to investors at least ten (10) business days prior to their deadline for payment. In the event that, following any capital call made by the Management Company, an investor of the Hydrogen Fund does not timely fund all or any portion of its capital commitment required thereby, such investor will be charged interest thereon equal to the Preferred Return plus one-half percent (0.5%), and shall not be entitled to receive distributions from the Hydrogen Fund until it is no longer delinquent. |
Debt and Credit Arrangements
Debt and Credit Arrangements | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings: March 31, December 31, Senior secured and senior unsecured notes: Principal amount, senior secured notes due 2030 (1) $ 1,460.0 $ 1,460.0 Principal amount, senior unsecured notes due 2031 (1) 510.0 510.0 Unamortized discount (29.2) (29.9) Unamortized debt issuance costs (35.8) (4.8) Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs 1,905.0 1,935.3 Senior secured revolving credit facilities and term loan: Term loan due March 2030 (2) 1,534.8 — Senior secured revolving credit facility due October 2026 (3) (4) 697.2 104.5 Unamortized discount (37.5) — Unamortized debt issuance costs (33.3) — Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs 2,161.2 104.5 Convertible notes due November 2024: Principal amount 258.8 258.8 Unamortized debt issuance costs (1.6) (1.9) Convertible notes due November 2024, net of unamortized debt issuance costs 257.2 256.9 Other debt facilities (6) 1.6 — Total debt, net of unamortized debt issuance costs 4,325.0 2,296.7 Less: current maturities (5) 273.4 256.9 Long-term debt $ 4,051.6 $ 2,039.8 _______________ (1) The senior secured notes due 2030 (the “Secured Notes”) and senior unsecured notes due 2031 (the “Unsecured Notes”) bear interest at rates of 7.500% and 9.500% per year, respectively. Interest is payable semi-annually on January 1 and July 1 of each year, commencing July 1, 2023. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. (2) The term loan due March 2030 was drawn prior to March 31, 2023 in conjunction with the Howden Acquisition. As of March 31, 2023, there were $1,534.8 in borrowings outstanding under the term loan due March 2030 bearing an interest rate of 8.6%. See below for more information. (3) As of March 31, 2023, there were $697.2 in borrowings outstanding under the senior secured revolving credit facility due October 2026 bearing an interest rate of 5.0% (3.4% as of December 31, 2022) and $265.8 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2026. As of March 31, 2023, the senior secured revolving credit facility due 2026 had availability of $37.0. (4) A portion of borrowings outstanding under our senior secured revolving credit facility due 2026 are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 94.0 million (equivalent to $102.2) at March 31, 2023 and euro 98.0 million (equivalent to $104.5) at December 31, 2022. During the three months ended March 31, 2023 and 2022, we recognized an unrealized foreign currency loss of $1.7 and an unrealized foreign currency gain of $0.9, respectively, relative to the translation of the EUR Revolver Borrowings outstanding. This unrealized foreign currency loss (gain) is classified within foreign currency (gain) loss in the condensed consolidated statements of operations and comprehensive (loss) income for all periods presented. (5) Our convertible notes due November 2024, net of unamortized debt issuance costs, are included in current maturities for both periods presented. Also included in current maturities for the current period is $14.6 related to the short-term portion of the term loan due March 2030 and $1.6 of other current maturities. (6) Other debt facilities relate to a small number of local debt facilities that we assumed through the Howden Acquisition. Senior Secured and Unsecured Notes On December 22, 2022, we completed the issuance and sale of (i) $1,460.0 aggregate principal amount of 7.500% Secured Notes at an issue price of 98.661% and (ii) $510.0 aggregate principal amount of 9.500% Unsecured Notes (together with the Secured Notes, the “Notes”), at an issue price of 97.949%. The Notes were issued to finance the Howden Acquisition. Chart deposited the gross proceeds from the offering of each series of Notes into an escrow account (each, an “Escrow Account”). The funds were held in the respective Escrow Account until certain release conditions were met including the consummation of the Howden Acquisition (the “Escrow Release Conditions”). As such, the proceeds were presented separately from cash and cash equivalents as restricted cash in the December 31, 2022 condensed consolidated balance sheet. The Notes are fully and unconditionally guaranteed by each of Chart’s wholly owned domestic restricted subsidiaries that is a borrower or a guarantor under Chart’s Fifth Amended and Restated Credit Agreement, dated as of October 18, 2021 (as amended, restated, supplemented, or otherwise modified from time to time). The Secured Notes and the related guarantees are secured by first-priority liens on substantially all of the assets of the Company and the Guarantors, subject to certain exceptions. We may redeem either series of the Notes, in whole or in part, at any time on or after January 1, 2026, at the redemption prices set forth in the respective Indentures. We may also redeem up to 40% of the aggregate principal amount of each series of the Notes on or prior to January 1, 2026, in an amount not to exceed the net cash proceeds from certain equity offerings at the redemption prices set forth in the respective Indentures. Prior to January 1, 2026, we may redeem some or all of either series of the Notes at a price which includes the applicable “make-whole” premium set forth in the respective Indentures. If Chart experiences a change of control (as defined in the respective Indentures), the Notes are able to be redeemed by the holders at 101%, plus accrued and unpaid interest, if any, to (but not including) the date the Notes are purchased. We recorded a $30.0 debt discount and $36.8 in deferred debt issuance costs associated with the Notes, which are being amortized over the term of the Notes using the effective interest method. We incurred and paid $32.0 of deferred debt issuance costs during the three months ended March 31, 2023. We recorded $1.0 in financing costs amortization associated with the Notes for the three months ended March 31, 2023. The following table summarizes the interest accretion of the Notes discount and contractual interest coupon associated with the Notes: Three Months Ended March 31, 2023 Notes, interest accretion of senior notes discount $ 0.7 Secured Notes, 7.5% contractual interest coupon 27.4 Unsecured Notes, 9.5% contractual interest coupon 12.1 Notes, total interest expense $ 40.2 Senior Secured Revolving Credit Facility and Term Loan Senior Secured Revolving Credit Facility On November 21, 2022, we entered into an amendment (“Amendment No. 1”) to our fifth amended and restated revolving credit agreement dated as of October 18, 2021 (as amended by Amendment No. 1, the “Credit Agreement”), which amended our senior secured revolving credit facility (“SSRCF”). The Credit Agreement provides for a Senior Secured Revolving Credit Facility (the “Amended SSRCF”), which matures on October 19, 2026. • The Amended SSRCF has a borrowing capacity of $1,000.0 and includes a sub limit for letters of credit that is the greater of (x) $350.00 and (y) $150.00 plus (1) the Dollar Amount (as of the Amended Closing Date) of the Assumed Letters of Credit plus (2) the Dollar Amount of any Letters of Credit issued on the Amendment Closing Date, a $200.0 sub limit for discretionary letters of credit and a $100.0 sub-limit for swingline loans. • We may, subject to the satisfaction of certain conditions, request one or more new commitments and/or increase in the amount of the Amended SSRCF. Each incremental term commitment and incremental revolving commitment shall be in an aggregate principal amount that is not less than $10.0 and shall be in an increment of $1.0 to the extent existing or new lenders agree to provide such increased or additional commitments, as applicable. • The Amended SSRCF bears interest at a base rate plus an applicable margin determined on a leveraged-based scale which (before giving effect to the sustainability pricing adjustments described below) ranges from 25 to 125 basis points for base rate loans and 125 to 225 basis points for SOFR loans. • The applicable margin described above is subject to further adjustments based on the reductions in the ratio between (i) the total greenhouse gas emissions, measured in metric tons CO2e, of Chart and its subsidiaries during such calendar year and (ii) the aggregate revenue, measured in U.S. Dollars, of Chart and its subsidiaries during such calendar year. These additional pricing adjustments range from an addition of 0.05% to a reduction of 0.025% in the applicable margin described above. • We are required to pay commitment fees on any unused commitments under the SSRCF which, before giving effect to the sustainability fee adjustments (as described below), is determined on a leverage-based sliding scale ranging from 20 to 35 basis points. • The commitment fees described above are also subject to 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%. • Interest and fees are payable on a quarterly basis (or if earlier, at the end of each interest period for SOFR loans). Significant financial covenants for the Amended SSRCF include financial maintenance covenants that, as of the last day of any fiscal quarter ending on and after September 30, 2021, (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than the Maximum Total Net Leverage Ratio Levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than the Minimum Interest Coverage Ratio Levels. The Amended SSRCF includes a number of other customary covenants including, but not limited to, restrictions on our ability to incur additional indebtedness, create liens or other encumbrances, sell assets, enter into sale and lease-back transactions, make certain payments, investments, loans, advances or guarantees, make acquisitions and engage in mergers or consolidations and pay dividends or distributions. At March 31, 2023, we were in compliance with all covenants. The Amended SSRCF also contains customary events of default. If such an event of default occurs, the lenders thereunder would be entitled to take various actions, including the acceleration of amounts due and all actions permitted to be taken by a secured creditor. The Amended SSRCF is guaranteed by Chart and substantially all of its U.S. subsidiaries, and secured by substantially all of the assets of Chart and its U.S. subsidiaries and 65% of the capital stock of our material non-U.S. subsidiaries (as defined by the Fifth Amended and Restated Credit Agreement) that are owned by U.S. subsidiaries. During 2022, we recorded $1.5 in deferred debt issuance costs related to the Amended SSRCF and included $7.1 in unamortized debt issuance costs from previous credit facilities. On March 16, 2023, we entered into an amendment (“Amendment No. 2”) under the Credit Agreement. Amendment No. 2 updates the benchmark interest rate provisions to replace the London interbank offered rate (LIBOR) with a term rate based on the Secured Overnight Financing Rate (Term SOFR) as the reference rate for purposes of calculating interest under the terms of the Credit Agreement. During the first three months of 2023, we recorded $0.4 in deferred debt issuance costs related to Amendment No. 2 and Amendment No. 3 further described under “Term Loan” below. Deferred debt issuance costs related to the Amended SSRCF are presented in other assets in the condensed consolidated balance sheets and are being amortized over the five-year term of the Amended SSRCF. At March 31, 2023 and December 31, 2022, unamortized debt issuance costs associated with the Amended SSRCF were $8.2 and $8.4, respectively. Term Loan On March 17, 2023, we entered into an amendment (“Amendment No. 3”) under the Credit Agreement (as amended by Amendment No. 1, dated as of November 21, 2022, Amendment No. 2, dated as of March 16, 2023, and as further amended, restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), and in connection with the Howden Acquisition, we borrowed incremental term loans in the aggregate principal amount of $1,534.8 under the Amended Credit Agreement, which mature on March 18, 2030 (“Term Loan”). The Term Loan bears interest at the Term SOFR Rate plus 0.10%, plus an applicable margin of 3.75%, provided that if the adjusted rate is less than 0.50%, the rate will be deemed to be 0.50%, and are payable in equal quarterly installments beginning on June 30, 2023 in an amount equal to 0.25% of the aggregate principal amount. Chart may elect the interest rate for Term Loan equal to (i) Adjusted Term SOFR (Term SOFR plus a credit spread adjustment of 0.10%; provided that Adjusted Term SOFR shall not be less than 0.50%) plus the Applicable Margin (3.75%), or (ii) the Alternate Base Rate (a rate per annum equal to the greatest of (a) the rate of interest last quoted by The Wall Street Journal in the U.S. as the prime rate, (b) the NYFRB Rate in effect plus 0.50%, (c) Adjusted Term SOFR for a one month Interest Period plus 1.00%, and (d) 1.50%) plus the Applicable Margin (2.75%). Chart may elect interest periods of 1, 3, or 6 months. Interest shall be payable in arrears for (a) for loans accruing interest at a rate based on Adjusted Term SOFR, at the end of each interest period and, for interest periods of greater than three months, every three months, and on the applicable maturity date and (b) for loans accruing interest based on the Alternate Base Rate, quarterly in arrears and on the applicable maturity date. The allowance of incremental facilities is substantially identical to those in the Amended SSRCF, except (i) to permit the incurrence of a standalone letter of credit facility and (ii) that if the yield of any incremental facility that is in a U.S. dollar denominated term loan facility that is secured by liens on the collateral that is incurred within twelve months after the Closing Date, the applicable margins for the Term Loan may increase under certain circumstances. Additionally, the refinancing facilities are substantially identical to those set forth in the Amended SSRCF. Prepayments are mandatory only in the following circumstances: (i) unless the net cash proceeds are reinvested (or committed to be reinvested) in the business within 12 months, and if so committed to be reinvested, are actually reinvested within 6 months after the initial 12-month period, after certain non-ordinary course asset sales or other non-ordinary course dispositions of property occur, (ii) 50% of excess cash flow of Chart and its subsidiaries shall be used to prepay the Term Loan, and (iii) 100% of the net cash proceeds of issuances of debt obligations of Chart and our restricted subsidiaries after the Closing Date. Chart may prepay the Term Loan in whole or in part at any time without penalty or premium, with the exception of a repricing event with respect to all or any portion of the Term Loan that occurs on or before the date that is six months after the Closing Date. The Term Loan will be equal in right of payment with any other senior indebtedness of Chart and, if needed, shall be subject to an equal intercreditor agreement with respect to the Amended SSRCF. The Term Loan is guaranteed by each wholly-owned domestic subsidiary that is also a guarantor under the Amended SSRCF. Significant financial covenants and customary events of default for the Term Loan are substantially identical to those in the Amended SSRCF. We recorded $37.6 in debt discount and $33.5 in deferred debt issuance costs associated with the Term Loan, which are being amortized over the applicable term using the effective interest method. We recorded $0.1 in interest accretion of the Term Loan discount for the three months ended March 31, 2023. The following table summarizes interest expense and financing costs amortization related to the Amended SSRCF and Term Loan: Three Months Ended March 31, 2023 2022 Interest expense, senior secured revolving credit facility due October 2026 $ 2.6 $ 3.3 Interest expense, term loan due March 2030 5.5 — Interest expense, senior secured revolving credit facility due October 2026 and term loan due March 2030 $ 8.1 $ 3.3 Financing costs amortization, senior secured revolving credit facility due October 2026 $ 0.6 $ 0.5 Financing costs amortization, term loan due March 2030 0.1 — Financing costs amortization, senior secured revolving credit facility due October 2026 and term loan due March 2030 $ 0.7 $ 0.5 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. 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 $125.40 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 $293.78 at March 31, 2023. As described below, we entered into convertible note hedge transactions, which are expected to reduce the potential dilution with respect to our common stock upon conversion of the 2024 Notes. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2024 only under the following circumstances: (1) during any fiscal quarter commencing after December 31, 2017 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the 2024 Notes on each applicable trading day; (2) during the five As of April 1, 2023, the 2024 Notes continue to be convertible at the option of the shareholders. This conversion right, which will remain available until June 30, 2023, 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 March 31, 2023. Since the holders of the 2024 Notes could potentially convert their 2024 Notes at their option during the three month period subsequent to March 31, 2023, the $258.8 principal amount of the 2024 Notes was classified as a current liability in the unaudited condensed consolidated balance sheet at March 31, 2023. As of December 31, 2022, 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 significant conversions as of the date of this filing. The following table summarizes 1.0% contractual interest coupon and financing costs amortization associated with the 2024 Notes: Three Months Ended March 31, 2023 2022 2024 Notes, 1.0% contractual interest coupon $ 0.6 $ 0.6 2024 Notes, financing costs amortization $ 0.2 $ 0.2 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. Committed Bridge Loan Facility We have no borrowings outstanding on the Bridge Facility and did not draw on the Bridge Facility as we secured permanent financing prior to the close of the Howden Acquisition. On November 8, 2022, in connection with the execution of the agreement to acquire Howden, the Company entered into a debt commitment letter with JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. (the “Commitment Parties”), pursuant to which, and subject to the terms and conditions, the Commitment Parties agreed to provide approximately $3.375 billion in aggregate principal amount of senior bridge loans under a 364-day senior bridge loan credit facility. As of December 31, 2022, the remaining availability on the Bridge Facility was amended to $1,467.1. There is no remaining availability as of the close of the Howden Acquisition and the Bridge Facility has been terminated as we secured permanent financing. Additional Bridge Facility fees of $26.1 were incurred during the first quarter of 2023 upon successful closing of the Howden Acquisition and classified in acquisition related finance fees in the condensed consolidated statement of operations for three months ended March 31, 2023. We incurred $29.5 in Bridge Facility fees during the three months ended December 31, 2022 and paid the total of $55.6 in Bridge Facility fees at the close of the Howden Acquisition. Interest Expense, Net Gross interest expense for the three months ended March 31, 2023 was $48.2 and included $27.4, $12.1 and $5.5 in interest related to our Secured Notes, Unsecured Notes and Term Loan, respectively. Gross interest expense for the three months ended March 31, 2023 included $0.6 interest expense related to our convertible notes due November 2024 and $2.6 in interest related to borrowings on our senior secured revolving credit facility due 2026. The increase in gross interest expense was partially offset by $20.1 in interest income earned from deposit of proceeds from the senior secured notes due 2030, senior unsecured notes due 2031, common stock and preferred stock offerings into interest bearing accounts until the consummation of the Howden Acquisition. 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 $96.3 under certain of our foreign facilities. As of March 31, 2023 and December 31, 2022 there were no 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 $117.0 and $45.7 as of March 31, 2023 and December 31, 2022, respectively. Restricted Cash As of March 31, 2023 we had $2.5 cash classified as restricted cash on our condensed consolidated balance sheet. As of December 31, 2022 we had restricted cash of $1,941.7 from the proceeds of the Secured Notes and Unsecured Notes which was used to fund the Howden Acquisition. Fair Value Disclosures The fair value of the 2024 Notes was approximately 218% and 201% of their par value as of March 31, 2023 and December 31, 2022, respectively. The fair value of the Secured Notes and Unsecured Notes was approximately 103% and 106%, respectively, of their par value as of March 31, 2023 and 101% and 103%, respectively, of their par value as of December 31, 2022. The fair value of the Term Loan was approximately 100% of its par value as of March 31, 2023. The 2024 Notes, Secured Notes, Unsecured Notes and Term Loan are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Shareholders' Equity Series B Mandatory Convertible Preferred Stock On December 13, 2022, we completed a preferred stock offering, through which Chart issued and sold 8.050 million depositary shares, each representing a 1/20th interest in a share of Chart’s 6.75% Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000.00 per share, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”). The amount issued included 1.050 million depositary shares issued pursuant to the exercise in full of the option granted to the underwriters to purchase additional depositary shares. We received gross proceeds of $402.5 from the issuance of shares less $14.4 of equity issuance costs. The proceeds were used to fund our Howden Acquisition. Dividends: Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared at an annual rate of 6.75% on the liquidation value of $1,000 per share. Chart may pay declared dividends in cash or, subject to certain limitations, in shares of common stock, or in any combination of cash and shares of common stock on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2023 and ending on, and including, December 15, 2025. The accumulated but undeclared amount of dividends as of March 31, 2023 and December 31, 2022 was $1.3 and $1.4, respectively, and was treated as a reduction to income attributable to common shareholders in the computation of earnings per share. Mandatory Conversion: Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be December 15, 2025, into not less than 7.0520 and not more than 8.4620 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the applicable market value and subject to certain anti-dilution adjustments. Correspondingly, the conversion rate per depositary share will be not less than 0.3526 and not more than 0.4231 shares of common stock per depositary share. The conversion rate will be determined based on a preceding 20-day volume-weighted-average-price of common stock. The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Share of Mandatory Convertible Preferred Stock Greater than $141.8037 (threshold appreciation price) 7.0520 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 7.0520 and 8.4620 shares of common stock, determined by dividing 1000 by the applicable market value Less than $118.1754 (initial price) 8.4620 shares of common stock The following table illustrates the conversion rate per depositary share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Depositary Share Greater than $141.8037 (threshold appreciation price) 0.3526 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 0.3526 and 0.4231 shares of common stock, determined by dividing $50 by the applicable market value Less than $118.1754 (initial price) 0.4231 shares of common stock Optional Conversion of the Holder: Other than during a fundamental change conversion period, at any time prior to December 15, 2025, a holder of the Mandatory Convertible Preferred Stock may elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate of 7.0520 shares of common stock per share of Mandatory Convertible Preferred Stock (equivalent to 0.3526 shares of common stock per depositary share), subject to certain anti-dilution and other adjustments. Because each depositary share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of depositary shares may convert its depositary shares only in lots of 20 depositary shares. Fundamental Change Conversion: If a fundamental change occurs on or prior to December 15, 2025, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at the fundamental change conversion rate during the period beginning on, and including, the effective date of such fundamental change and ending on, and including, the earlier of (a) the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) December 15, 2025. Holders who convert shares of the Mandatory Convertible Preferred Stock during that period will also receive a make-whole dividend amount comprised of a fundamental change dividend make-whole amount, and to the extent there is any, the accumulated dividend amount. Because each depositary share represents a 1/20th fractional interest in a share of the Series B Preferred Stock, a holder of depositary shares may convert its depositary shares upon a fundamental change only in lots of 20 depositary shares. Ranking: The Mandatory Convertible Preferred Stock, with respect to anticipated dividends and distributions upon Chart’s liquidation or dissolution, or winding-up of Chart’s affairs, ranks or will rank: • senior to our common stock and each other class or series of capital stock issued after the initial issue date of the Mandatory Convertible Preferred Stock, the terms of which do not expressly provide that such capital stock ranks either senior to the Mandatory Convertible Preferred Stock or on a parity with Mandatory Convertible Preferred Stock; • equal with any class or series of capital stock issued after the initial issue date the terms of which expressly provide that such capital stock will rank equal with the Mandatory Convertible Preferred Stock; • junior to the Series A Preferred Stock, if issued, and each other class or series of capital stock issued after the initial issue date that is expressly made senior to the Mandatory Convertible Preferred Stock; • junior to our existing and future indebtedness; and • structurally subordinated to any existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties. Voting Rights: Holders of Mandatory Convertible Preferred Stock generally will not have voting rights. Whenever dividends on shares of Mandatory Convertible Preferred Stock have not been declared and paid for six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, March 15, 2023), whether or not for consecutive dividend periods, the holders of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of all other series of voting preferred stock of equal rank, then outstanding, will be entitled at our next annual or special meeting of stockholders to vote for the election of a total of two additional members of our board of directors, subject to certain limitations. This right will terminate if and when all accumulated and unpaid dividends have been paid in full, or declared and a sum sufficient for such payment shall have been set aside. Upon such termination, the term of office of each preferred stock director so elected will terminate at such time and the number of directors on our board of directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment. Embedded Derivatives: There are no material embedded derivatives that meet the criteria for bifurcation and separate accounting pursuant to ASC 815-15, Embedded Derivatives. Common Stock On December 13, 2022, we completed a public offering (the “2022 Equity Offering”), through which Chart issued and sold 5.924 million shares of common stock, $0.01 par value per share. We received gross proceeds of $700.0 from the issuance of shares less $24.9 of equity issuance costs. The proceeds were used to fund our Howden Acquisition. On January 10, 2023, we completed a public offering (the “Partial Greenshoe”), through which Chart issued and sold 0.11 million shares of common stock, $0.01 par value per share. We received gross proceeds of $12.1 from the issuance of shares less $0.4 of equity issuance costs. The proceeds were used to fund the Howden Acquisition. |
Product Warranties
Product Warranties | 3 Months Ended |
Mar. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties We provide product warranties with varying terms and durations for the majority of our products. We estimate our warranty reserve by considering historical and projected warranty claims, historical and projected cost-per-claim, and knowledge of specific product issues that are outside our typical experience. We record warranty expense in cost of sales in the unaudited condensed consolidated statements of operations and comprehensive (loss) 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, 2022 $ 4.1 Acquired 29.7 Issued – warranty expense 1.1 Warranty usage (0.7) Balance at March 31, 2023 $ 34.2 |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Howden Acquisition On March 17, 2023 we completed the Howden Acquisition pursuant to the previously disclosed Equity Purchase Agreement dated as of November 9, 2022. The acquisition purchase price was $4,404.9. We financed the purchase price for the Howden Acquisition with proceeds from borrowings under our Amended SSRCF, Term Loan, common and preferred stock issuance and a private offering of Secured Notes and Unsecured Notes. See Note 9, “Debt and Credit Arrangements,” for more information. The following table shows the purchase price in accordance with ASC 805: Description Cash consideration to seller $ 2,788.3 Howden’s debt settled at close 1,529.0 Settlement of seller transaction costs 67.2 Funds held in escrow 20.4 Total ASC 805 purchase price $ 4,404.9 Howden is a leading global provider of mission critical air and gas handling products providing service and support to customers around the world in highly diversified end markets and geographies. The combination of Chart and Howden is complementary and furthers our global leadership position in highly engineered process technologies and products serving the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. We preliminarily allocated the acquisition consideration to assets acquired and liabilities assumed based on their preliminary estimated fair values as of the acquisition date. The preliminary estimated fair value of the acquired tangible and identifiable intangible assets were determined based on inputs that are unobservable and significant to the overall fair value measurement. It is also based on estimates and assumptions made by management at the time of the acquisition. As such, this was classified as Level 3 fair value hierarchy measurements and disclosures. The excess of the purchase price over the preliminary estimated fair values is assigned to goodwill. The preliminary estimated goodwill was established due to expected cost synergies, anticipated growth of new customers, and expansion of equipment portfolio and process technology offerings. The final assignment of goodwill to our reporting units has not yet been completed as of the date of these condensed consolidated financial statements. Goodwill recorded for the Howden Acquisition is not expected to be deductible for tax purposes. The Howden purchase price allocation below is preliminary, pending completion of the fair value analyses of acquired assets and liabilities as well as certain other analyses. Given the acquisition closed late in the first quarter of 2023, we expect adjustments in the purchase price allocation may be significant. As additional information becomes available, we will further revise the preliminary acquisition consideration allocation during the remainder of the measurement period, which shall not exceed twelve months from the closing of the Howden Acquisition. Those areas that are subject to change include the following: • researching and analyzing the differences between Chart accounting policies and those used by Howden, • finalizing the valuation of working capital accounts, including assessing collectability of receivables and evaluation of saleability of inventory, • gathering sufficient information to estimate the fair value of acquired intangible assets, including assessing projections and other assumptions used in our valuation models, and determining whether the intangible assets identified below represent a complete listing of intangible assets, and • evaluating income tax accounting considerations, including income tax effects of the above matters. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date: Net assets acquired: Cash and cash equivalents $ 62.5 Restricted cash 2.6 Accounts receivable 461.2 Inventories 248.8 Unbilled contract revenue 194.7 Prepaid expenses 58.5 Other current assets 112.1 Property, plant and equipment 287.6 Identifiable intangible assets 2,591.0 Equity method investments 10.1 Other assets 168.1 Accounts payable (383.7) Customer advances and billings in excess of contract revenue (268.1) Accrued salaries, wages and benefits (104.2) Accrued income taxes (51.4) Current portion of warranty reserve (28.5) Current portion of long-term debt (1) (1.6) Other current liabilities (62.5) Long-term deferred tax liabilities (729.4) Operating lease liabilities (54.6) Finance lease liabilities (8.1) Accrued pension liabilities (6.4) Other long-term liabilities (5.6) Total identifiable net assets assumed 2,493.1 Noncontrolling interest (2) (26.5) Goodwill 1,938.3 Net assets acquired $ 4,404.9 Assets acquired net of cash, cash equivalents and restricted cash $ 4,339.8 _______________ (1) Represents the balance related to short term debt held in Foreign Facilities. Refer to Note 9, “Debt and Credit Arrangements.” (2) As part of the Howden Acquisition, we acquired a noncontrolling interest, which owns 82% of Howden Hua Engineering Co., Ltd, and entity based in China which is valued at $26.5. The following table summarizes information regarding preliminary identifiable intangible assets acquired in the Howden Acquisition: Weighted-average Estimated Useful Life Preliminary Estimated Asset Fair Value Finite-lived intangible assets acquired: Customer relationships 10.0 years $ 1,315.0 Backlog 3.0 years 359.0 Technology and software 12.0 years 319.0 Total finite-lived intangible assets acquired 9.1 years 1,993.0 Indefinite-lived intangible assets acquired: Trade names 598.0 Total intangible assets acquired $ 2,591.0 Chart’s condensed consolidated financial statements include Howden’s sales and net income of $109.7 and $6.0, respectively, from date the of acquisition through March 31, 2023. We incurred $4.9 and $25.4 in transaction related costs during the fourth quarter of 2022 and the first quarter of 2023, respectively, related to the Howden Acquisition which were recorded in selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive (loss) income. The transaction related costs were incurred by Chart as Howden did not incur any transaction related costs after close of the Howden Acquisition and these costs are not included in Howden’s net income for our two weeks of ownership. No interest expense is allocated to Howden’s net income for our two weeks of ownership. As part of the Howden Acquisition, we acquired defined benefit pension plans, which are predominately in Germany. As a result, we assumed pension assets of $39.1 and pension liabilities of $42.5, a net $3.4 liability. Unaudited Supplemental Pro Forma Information The following unaudited pro forma combined financial information for the three months ended March 31, 2023 and 2022 gives effect to the Howden Acquisition as if it occurred on January 1, 2022. The unaudited pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. In addition, the unaudited pro forma information is not intended to be a projection of future results and does not reflect any operating efficiencies or cost savings that might be achievable. The following adjustments are reflected in the unaudited pro forma financial table below: • the effect of increased interest expense related to the repayment of the Howden term loans, senior notes and revolving credit facility net of the additional borrowing on the Chart senior secured revolving credit facility and senior secured and unsecured notes, • amortization of acquired intangible assets, • an adjustment to reflect the change in the estimated income tax rate for federal and state purposes, • nonrecurring acquisition-related expenses incurred by Howden directly attributable to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented, and • nonrecurring acquisition-related expenses incurred by Chart directly related to the Howden acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented. Three Months Ended March 31, 2023 2022 Pro forma sales from continuing operations $ 866.2 $ 772.6 Pro forma net loss attributable to Chart Industries, Inc. from continuing operations (37.4) (69.9) Fronti Fabrications, Inc. Acquisition On May 31, 2022, we acquired 100% of the equity interests of Fronti for approximately $20.6 in cash (subject to certain customary adjustments) or $20.4 net of $0.2 cash acquired. Fronti is a specialist in engineering, machining and welding for the cryogenic and gas industries, and also supplies new build pressure vessels and cold boxes, and performs repairs with certification to American Society of Mechanical Engineers (ASME) code. The 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 $14.4, $5.3 and $0.9, respectively (as previously reported $14.3, $5.3 and $1.0, respectively). CSC Cryogenic Service Center AB Acquisition On May 16, 2022, we acquired 100% of the equity interests of CSC Cryogenic Service Center AB (“CSC”) for approximately $3.8 in cash (subject to certain customary adjustments). CSC brings a strong service footprint in the Nordic region with many overlapping customers to Chart, allowing us to broaden our service and repair presence geographically. The purchase price allocations of Howden, Fronti Fabrications and CSC Cryogenic Service Center (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, 2022, 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 our Sustainable Energy Solutions, Inc. business (“SES”) and $3.2 for our BlueInGreen, LLC business (“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 April 1, 2023 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. The estimated fair value of contingent consideration related to SES decreased by $7.4 and $0.5 for the three months ended March 31, 2023 and 2022, respectively. The decrease in estimated fair value of contingent consideration related to SES during the current period was due to the lower probability of achieving technical milestones within the agreed upon time. The fair value of contingent consideration related to BIG did not change and decreased by $0.3 for the three months ended March 31, 2023 and 2022, respectively. The earn-out period for BIG ended December 31, 2022, and the payment is expected to be paid out in May 2023. In connection with the Earthly Labs acquisition, Chart will pay to the sellers a royalty on sales of carbon capture units for residential use launched for sale to the public by Chart in an amount equal to 4% of such sales. Potential royalty payments shall be paid to the sellers during the three year period following Chart’s launch of this product. This product has not yet been developed and as such, the fair value of the contingent consideration liability that arises from this arrangement was insignificant as of March 31, 2023 and December 31, 2022. 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, 2022 and are evaluated on a quarterly basis based on forecasted sales and earnings targets. Contingent consideration liabilities are classified as other current liabilities and other long-term liabilities in the condensed consolidated balance sheets. Changes in fair value of contingent consideration, including accretion, are recorded as selling, general, and administrative expenses in the condensed consolidated statements of operations and comprehensive (loss) income. The following table represents the changes to our contingent consideration liabilities: SES BIG Total Balance at December 31, 2022 $ 16.3 $ 1.1 $ 17.4 Decrease in fair value of contingent consideration liabilities (7.4) — (7.4) Balance at March 31, 2023 $ 8.9 $ 1.1 $ 10.0 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss are as follows: Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2022 $ (50.5) $ (7.5) $ (58.0) Other comprehensive income 4.0 — 4.0 Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.1 0.1 Net current-period other comprehensive income, net of taxes 4.0 0.1 4.1 Balance at March 31, 2023 $ (46.5) $ (7.4) $ (53.9) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2021 $ (15.2) $ (6.5) $ (21.7) Other comprehensive loss (6.1) — (6.1) Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.1 0.1 Net current-period other comprehensive (loss) income, net of taxes (6.1) 0.1 (6.0) Balance at March 31, 2022 $ (21.3) $ (6.4) $ (27.7) _______________ (1) Foreign currency translation adjustments includes translation adjustments and net investment hedge, net of taxes. See Note 11, “Derivative Financial Instruments,” for further information related to the net investment hedge. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Amounts attributable to Chart common stockholders (Loss) income from continuing operations $ (14.6) $ 10.2 Less: Mandatory convertible preferred stock dividend requirement 6.8 — (Loss) income from continuing operations attributable to Chart (21.4) 10.2 Loss from discontinued operations, net of tax (0.4) — Net (loss) income attributable to Chart common stockholders (21.8) 10.2 Earnings per common share - basic: (Loss) income from continuing operations $ (0.51) $ 0.28 (Loss) income from discontinued operations (0.01) — Net income attributable to Chart Industries, Inc. $ (0.52) $ 0.28 Earnings per common share – diluted: Income from continuing operations $ (0.51) $ 0.25 (Loss) income from discontinued operations (0.01) — Net income attributable to Chart Industries, Inc. $ (0.52) $ 0.25 Weighted average number of common shares outstanding – basic 41.94 35.83 Incremental shares issuable upon assumed conversion and exercise of share-based awards (1) — 0.24 Incremental shares issuable due to dilutive effect of convertible notes (1) — 2.56 Incremental shares issuable due to dilutive effect of the warrants (1) — 2.16 Weighted average number of common shares outstanding – diluted 41.94 40.79 _______________ (1) The weighted average common shares outstanding for the diluted (loss) earnings per share calculation for the three months ended March 31, 2023 excludes the dilutive effect of approximately 0.18 shares related to assumed conversion and exercise of share based awards, 2.40 shares related to the dilutive effect of the convertible notes and 1.95 shares related to the dilutive effect of the warrants as their inclusion would have been anti-dilutive due to our net loss. Additionally, diluted earnings per share does not reflect the following potential common shares as the effect would be anti-dilutive: Three Months Ended March 31, 2023 2022 Numerator Mandatory convertible preferred stock dividend requirement (1) $ 6.79 $ — Denominator Anti-dilutive shares, Share-based awards 0.12 0.14 Anti-dilutive shares, Convertible note hedge and capped call transactions (2) 2.40 2.56 Anti-dilutive shares, Mandatory convertible preferred stock (1) 3.41 — Total anti-dilutive securities 5.93 2.70 _______________ (1) We calculate the basic and diluted earnings per share based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Mandatory Convertible Preferred Stock and the 2024 Convertible Notes are participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses are not allocated to the Series B Mandatory Convertible Preferred Stock, as it does not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period. (2) The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 9, “Debt and Credit Arrangements.” |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax (benefit)/expense of $(6.4) and $2.1 for the three months ended March 31, 2023 and 2022, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 32.2% and 16.5%, respectively. The effective income tax rate of 32.2% for the three months ended March 31, 2023 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, the U.S. taxation of international operations with the expanded global footprint and transaction costs from the Howden Acquisition offset by research and development credits and excess tax benefits associated with share-based compensation. The effective income tax rate of 16.5% for the three months ended March 31, 2022 differed from the U.S. federal statutory rate of 21% primarily due to income incurred by some of our foreign operations for which no detriment was recorded, partially offset by the effect of income earned by our certain foreign entities being taxed at higher rates than the U.S. federal statutory rate and excess tax benefits associated with share-based compensation. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-based Compensation | Share-based Compensation During the three months ended March 31, 2023, we granted 0.05 stock options, 0.04 restricted stock units and 0.03 performance units. The total fair value of awards granted to employees during the three months ended March 31, 2023 was $11.0. In addition, our non-employee directors received stock awards with a total fair value of $0.1. During the three months ended March 31, 2023, participants in our stock option plans exercised options to purchase 0.08 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 three months ended March 31, 2023, 0.04 restricted stock and restricted stock units vested, and 0.03 performance units vested. Share-based compensation expense was $4.0 and $3.3 for the three months ended March 31, 2023 and 2022, respectively. Share-based compensation expense is included in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive (loss) income. As of March 31, 2023, total share-based compensation of $19.7 is expected to be recognized over the weighted-average period of approximately 2.5 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities and at one owned facility that is leased to a third party, and, except for these continuing remediation efforts, believe we are currently in substantial compliance with all known environmental regulations. Undiscounted accrued environmental reserves at both March 31, 2023 and December 31, 2022 were not material. Legal Proceedings Stainless Steel Cryobiological Tank Legal Proceedings In connection with our divestiture of our cryobiological products business, Chart retained certain potential liabilities, including claims in connection with lawsuits filed in the U.S. District Court for the Northern District of California and the San Francisco Superior Court during the second quarter of 2018 against Chart and other defendants with respect to the alleged failure of a stainless steel cryobiological storage tank at the Pacific Fertility Center in San Francisco, California. The Company reached a settlement in late January 2023 to resolve these cases. This settlement resolved the prior verdict against Chart for the five federal lawsuits that went to trial in June of 2021, which was on appeal, as well as the previously disclosed Starr insurance dispute. The settlement was finalized and funded on March 20, 2023. While the settlement was finalized and funded on March 20, 2023, we continue to evaluate the merits of the sole remaining lawsuit that is not included in the settlement in light of the information available. Based on the status of that lawsuit, a current estimate of reasonably possible losses in that case cannot be made; however, the Company does not anticipate the potential exposure to be material. In the fourth quarter of 2022, the Company took a loss contingency accrual of $305.6 and a related loss receivable of $231.9 from insurance proceeds from these combined cases which were recognized in our consolidated balance sheet as of December 31, 2022. The net loss of approximately $73.0 was recognized in discontinued operations and represented the expected out-of-pocket, payments in connection with these settlements. The settlement was finalized and funded on March 20, 2023, therefore the loss contingency accrual and related loss receivable are no longer recorded as of March 31, 2023. This settlement and the net out-of-pocket payments do not reflect third party recoveries which the Company is pursuing with respect to the underlying facts in these cases, and which the Company currently anticipates will result in recoveries approximating one-quarter or more of the Company’s out-of-pocket, net payments. |
Restructuring Activities
Restructuring Activities | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities Restructuring costs of $1.6 and $0.1 for the three months ended March 31, 2023 and 2022 were primarily related to moving and employee severance costs relative to restructuring at our Beasley, Texas, Houston, Texas and Tulsa, Oklahoma facilities. We are closely monitoring our end markets and order rates and will continue to take appropriate and timely actions as necessary. 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 March 31, 2023 2022 Severance: Cost of sales $ — $ 0.1 Selling, general, and administrative expenses 0.7 (0.1) Total severance costs 0.7 — Other restructuring: Cost of sales — 0.1 Selling, general, and administrative expenses 0.9 — Total other restructuring costs 0.9 0.1 Total restructuring costs $ 1.6 $ 0.1 The following tables summarize our restructuring activities: Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2022 $ 0.1 $ — $ 0.1 $ — $ — $ 0.2 Restructuring charges 0.8 — — 0.8 — 1.6 Cash payments and other (0.8) — (0.1) (0.2) — (1.1) Balance at March 31, 2023 $ 0.1 $ — $ — $ 0.6 $ — $ 0.7 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2021 $ 0.4 $ 0.5 $ — $ 1.4 $ — $ 2.3 Restructuring charges — 0.1 — — — 0.1 Cash payments and other (0.3) (0.6) — — — (0.9) Balance at March 31, 2022 $ 0.1 $ — $ — $ 1.4 $ — $ 1.5 |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives and Hedging We utilize a combination of cross-currency swaps and foreign exchange collars (together the “Foreign Exchange Collar Contracts”) as a net investment hedge of a portion of our investments in certain international subsidiaries that use the euro as their functional currency in order to reduce the volatility caused by changes in exchange rates. As a result of our acquisition of Howden, we are also a party to foreign currency contracts not designated as hedging instruments (the “Foreign Currency Contracts”) which are used to mitigate the risk associated with cash management activities and customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency. On September 16, 2022, immediately following the termination of the aforementioned cross-currency swap, we entered into a pay-fixed rate, receive-fixed rate cross-currency swap that provides for an exchange of principal on a notional amount of $99.8 swapped to euro 100.0 million on its June 30, 2025 maturity and receipt of U.S. dollar interest from our swap counterparties at a fixed rate of 1.6% per annum (the “September 16 Swap”). Concurrent to entering into the September 16 Swap, we also entered into a separate zero cost foreign exchange collar contract (the “Collar Contract”) with the same counterparty, notional amount and expiration date as the September 16 Swap. Under the Collar Contract, we sold a put option with a lower strike price and purchased a call option with an upper strike price to manage final settlement of the September 16 Swap. Our Foreign Exchange Collar Contracts are measured at fair value with changes in fair value recorded as foreign currency translation adjustments with in accumulated other comprehensive loss. W e classify cash flows related to our Foreign Exchange Collar Contracts as investing activities within our condensed consolidated statements of cash flows. Our Foreign Currency Contracts are measured at fair value with changes in fair value recorded within foreign currency (gain) loss. We classify cash flows related to our Foreign Currency Contracts as operating activities within our condensed consolidated statements of cash flows. The notional value of our Foreign Currency Contracts was $346.7 as of March 31, 2023. Our derivative contracts are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. We believe the credit risks with respect to the counterparties, and the foreign currency risks that would not be hedged if the counterparties fail to fulfill their obligations under the contract, are not material in view of our understanding of the financial strength of the counterparties. Our derivative contracts are not exchange traded instruments and their fair value is determined using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements. The following table represents the fair value of our asset and liability derivatives: Asset Derivatives Liability Derivatives March 31, December 31, March 31, December 31, Derivatives designated as net investment hedge Balance Sheet Location Fair Value Fair Value Balance Sheet Location Fair Value Fair Value Foreign Exchange Collar Contracts (1) Other assets $ — $ — Other long-term liabilities $ 3.7 $ 2.7 Total derivatives designated as net investment hedge — — 3.7 2.7 Derivatives not designated as hedges Foreign Currency Contracts Other current assets 4.1 — Other current liabilities 2.5 — Foreign Currency Contracts Other assets 0.1 — Other long-term liabilities — — Total derivatives not designated as hedges 4.2 — 2.5 — Total derivatives $ 4.2 $ — $ 6.2 $ 2.7 _______________ (1) Represents foreign exchange swaps and foreign exchange options. The following table represents the net effect derivative instruments designated in hedging relationships had on accumulated other comprehensive loss on the condensed consolidated statements of operations and comprehensive (loss) income: Unrealized loss recognized in accumulated other comprehensive loss on derivatives, net of taxes Derivatives designated as net investment hedge Three Months Ended March 31, 2023 Foreign Exchange Collar Contracts (1) (2) $ 0.8 _______________ (1) Our designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to hedge ineffectiveness during the three months ended March 31, 2023. (2) Represents amount excluded from effectiveness testing. Our Foreign Exchange Collar Contracts are designated with terms based on the spot rate of the euro. Future changes in the components related to the spot change on the notional will be recorded in other comprehensive income and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are classified in interest expense, net in the condensed consolidated statements of operations and comprehensive (loss) income, and the initial value of excluded components currently recorded in accumulated other comprehensive loss as a foreign currency translation adjustment are amortized to interest expense, net over the remaining term of the Foreign Exchange Contract. The following table represents the effect that derivative instruments not designated as hedges had on net income: Amount of gain (loss) recognized in income Three Months Ended March 31, Three Months Ended March 31, Derivatives not designated as hedges Location of gain (loss) recognized in income 2023 2022 Foreign Currency Contracts Foreign currency gain (loss) $ 2.5 $ — The following table represents interest income, included within interest expense, net on the condensed consolidated statements of operations and comprehensive (loss) income related to amounts excluded from the assessment of hedge effectiveness for derivative instruments designated as net investment hedges: Amount of gain recognized in income on derivative (amount excluded from effectiveness testing) Three Months Ended March 31, Three Months Ended March 31, Derivatives designated as net investment hedge 2022 2022 Foreign Exchange Collar Contracts (1) (2) $ 0.4 $ — _______________ (1) Represents foreign exchange swaps and foreign exchange options. (2) Represents amount excluded from effectiveness testing. Our Foreign Exchange Collar Contracts are designated with terms based on the spot rate of the euro. Future changes in the components related to the spot change on the notional will be recorded in other comprehensive income and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are classified in interest expense, net in the condensed consolidated statements of operations and comprehensive (loss) income, and the initial value of excluded components currently recorded in accumulated other comprehensive loss as a foreign currency translation adjustment are amortized to interest expense, net over the remaining term of the Foreign Exchange Contract. |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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. |
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, based on a number of factors including the current macroeconomic conditions such as inflation and supply chain disruptions, as well as risks set forth in our Annual Report on Form 10-K. |
Recently Issued Accounting Standards (Not Yet Adopted) and Recently Adopted Accounting Standards | Recently Issued Accounting Standards (Not Yet Adopted): In June 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The amendments in this update clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot recognize and measure a contractual sale restriction and adds additional disclosures for equity securities subject to contractual sale restrictions. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. We do not expect this ASU to have a material impact on our financial position, results of operations, and disclosures. Recently Adopted Accounting Standards: In March 2022, the FASB issued ASU 2022-02, “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” For public business entities, the amendments in this update require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20. The amendments in this update were effective for Chart for fiscal years beginning after December 15, 2022. We adopted this guidance effective January 1, 2023. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” The amendments in this update require annual disclosures about transactions with a government that are accounted for by applying a grant or contribution model by analogy. The amendments in this update are effective for all entities within their scope for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendments is permitted. We adopted this guidance effective January 1, 2022. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The amendments in this update require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We adopted this guidance effective April 1, 2022. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” and in January 2021, the FASB subsequently issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” ASU 2020-04 and the subsequent modifications are identified as ASC 848 (“ASC 848”). ASC 848 simplifies the accounting for modifying contracts (including those in hedging relationships) that refer to LIBOR and other interbank offered rates that are expected to be discontinued due to reference rate reform. The amendments in ASC 848 are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply the amendments for contract modifications by Topic or Industry Subtopic as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected for a Topic or an Industry Subtopic, the amendments in ASC 848 must be applied prospectively for all eligible contract modifications for that Topic or Industry Subtopic. Chart transitioned away from LIBOR rates on our debt facilities in early 2023 at which time we adopted this guidance. The adoption of this guidance did not have a material impact on our financial position, results of operations or disclosures. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Sales $ — Selling, general and administrative expenses 0.4 Operating loss (0.4) Other expense, net — Loss before income taxes (0.4) Income tax benefit — Loss from discontinued operations, net of tax (1) (2) $ (0.4) _______________ (1) There was no income or cash flows from discontinued operations for the three months ended March 31, 2022. (2) Includes legal fees related to our divested cryobiological products business. |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reportable and Product Sales Information Segments | Segment Financial Information Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 127.2 $ 167.5 $ 127.3 $ 120.1 $ (4.2) $ — $ 537.9 Depreciation and amortization expense 5.6 8.4 8.6 9.9 — 0.8 33.3 Operating income (loss) (1) (2) 4.9 27.3 22.1 33.8 — (51.9) 36.2 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 118.1 $ 79.3 $ 107.5 $ 49.3 $ (0.1) $ — $ 354.1 Depreciation and amortization expense 4.1 7.7 3.9 4.3 — 0.5 20.5 Operating income (loss) (1) (2) 14.1 (0.2) 16.2 8.3 — (18.3) 20.1 _______________ (1) Restructuring costs for the: • three months ended March 31, 2023 were $1.6 ($0.8 - Cryo Tank Solutions, $0.8 - Repair, Service & Leasing). • three months ended March 31, 2022 were $0.1 in our Heat Transfer Systems segment. (2) Acquisition-related contingent consideration credits in our Specialty Products Segment were related to our 2020 acquisitions of Sustainable Energy Solutions, Inc. (“SES”) and BlueInGreen, LLC (“BIG”) and for the: • three months ended March 31, 2023 were $(7.4) . • three months ended March 31, 2022 were $(0.8). Sales by Geography Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 67.1 $ 134.6 $ 73.2 $ 57.3 $ (2.3) $ 329.9 Europe, Middle East, Africa and India 42.0 15.5 33.0 36.1 (1.3) 125.3 Asia-Pacific 17.3 14.3 20.1 23.0 (0.6) 74.1 Rest of the World 0.8 3.1 1.0 3.7 — 8.6 Total $ 127.2 $ 167.5 $ 127.3 $ 120.1 $ (4.2) $ 537.9 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 37.9 $ 53.7 $ 60.0 $ 34.6 $ (0.1) $ 186.1 Europe, Middle East, Africa and India 50.7 19.1 35.2 10.1 — 115.1 Asia-Pacific 28.2 6.1 12.2 4.0 — 50.5 Rest of the World 1.3 0.4 0.1 0.6 — 2.4 Total $ 118.1 $ 79.3 $ 107.5 $ 49.3 $ (0.1) $ 354.1 |
Schedule of Segment Assets | March 31, December 31, Cryo Tank Solutions $ 482.9 $ 382.0 Heat Transfer Systems 364.1 298.6 Specialty Products 371.6 429.8 Repair, Service & Leasing 169.3 182.1 Total assets of reportable segments 1,387.9 1,292.5 Unallocated acquired assets (1) 1,290.6 — Goodwill (2) 2,933.2 992.0 Identifiable intangible assets, net (2) 3,105.8 535.3 Corporate 531.3 2,830.7 Insurance receivable, net of tax — 251.4 Total $ 9,248.8 $ 5,901.9 _______________ (1) As discussed in Note 13 , “ Business Combinations ”, on March 17, 2023, we acquired Howden. Acquired assets resulting from this transaction have not yet been allocated at the reporting unit level, but will be allocated to the reporting units when the purchase price allocation is finalized during the measurement period and an analysis has been completed to determine an appropriate allocation. (2) See Note 7, “Goodwill and Intangible Assets,” for further information related to goodwill and identifiable intangible assets, net. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 93.0 $ 11.4 $ 4.3 $ 72.7 $ (2.4) $ 179.0 Over time 34.2 156.1 123.0 47.4 (1.8) 358.9 Total $ 127.2 $ 167.5 $ 127.3 $ 120.1 $ (4.2) $ 537.9 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 107.4 $ 5.9 $ 59.0 $ 25.9 $ — $ 198.2 Over time 10.7 73.4 48.5 23.4 (0.1) 155.9 Total $ 118.1 $ 79.3 $ 107.5 $ 49.3 $ (0.1) $ 354.1 |
Changes in Contract Assets and Contract Liabilities Balances | The following table represents changes in our contract assets and contract liabilities balances: March 31, 2023 December 31, 2022 Year-to-date Change ($) Year-to-date Change (%) Contract assets Accounts receivable, net of allowances $ 747.1 $ 278.4 $ 468.7 168.4 % Unbilled contract revenue 392.6 133.7 258.9 193.6 % Contract liabilities Customer advances and billings in excess of contract revenue $ 453.5 $ 170.6 $ 282.9 165.8 % Long-term deferred revenue — 0.3 (0.3) (100.0) % |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Summarized Components of Inventory | The following table summarizes the components of inventory: March 31, December 31, Raw materials and supplies $ 292.5 $ 218.9 Work in process 162.5 57.8 Finished goods 146.8 81.2 Total inventories, net $ 601.8 $ 357.9 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lease, Cost | The following table presents the lease balances within our condensed consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases: Lease Assets and Liabilities March 31, 2023 December 31, 2022 Assets Operating lease, net $ 65.9 $ 21.1 Finance lease, net 11.2 3.0 Total lease assets $ 77.1 $ 24.1 Liabilities Current: Operating lease liabilities $ 14.3 $ 5.4 Finance lease liabilities 2.5 1.7 Non-current: Operating lease liabilities 52.0 15.6 Finance lease liabilities $ 8.8 1.5 Total lease liabilities $ 77.6 $ 24.2 Weighted-average remaining lease terms Operating leases 5.1 years Finance leases 5.8 years Weighted-average discount rate Operating leases 9.4% Finance leases 6.5% |
Schedule of Operating Lease Future Minimum Payments | The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2023: Finance Operating 2023 $ 2.4 $ 15.4 2024 2.5 19.3 2025 1.4 15.3 2026 1.2 10.6 2027 1.1 7.3 Thereafter (1) 2.7 20.4 Total future minimum lease payments $ 11.3 $ 88.3 _______________ (1) As of March 31, 2023, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2027 relate to twenty leased facilities. |
Schedule of Finance Lease Future Minimum Payments | The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2023: Finance Operating 2023 $ 2.4 $ 15.4 2024 2.5 19.3 2025 1.4 15.3 2026 1.2 10.6 2027 1.1 7.3 Thereafter (1) 2.7 20.4 Total future minimum lease payments $ 11.3 $ 88.3 _______________ (1) As of March 31, 2023, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2027 relate to twenty 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 March 31, 2023 2022 Sales-type leases $ 12.7 $ 5.3 Operating leases 1.2 1.0 Total sales from leases $ 13.9 $ 6.3 |
Schedule of Operating Lease, Lease Income | The following table represents sales from sales-type and operating leases: Three Months Ended March 31, 2023 2022 Sales-type leases $ 12.7 $ 5.3 Operating leases 1.2 1.0 Total sales from leases $ 13.9 $ 6.3 |
Scheduled Payments for Sales-type Leases | The following table represents scheduled payments for sales-type leases: March 31, 2023 2023 $ 11.7 2024 16.9 2025 16.9 2026 13.8 2027 7.4 Thereafter 13.0 Total 79.7 Less: unearned income 12.8 Total $ 66.9 |
Schedule of Cost of Equipment Leased | The following table represents the cost of equipment leased to others: March 31, 2023 December 31, 2022 Equipment leased to others, cost $ 19.0 $ 17.3 Less: accumulated depreciation 3.6 3.1 Equipment leased to others, net $ 15.4 $ 14.2 |
Schedule of Payments Due for Operating Leases | The following table represents payments due for operating leases: March 31, 2023 2023 $ 0.6 2024 0.1 2025 0.1 2026 0.1 2027 — Thereafter — Total $ 0.9 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Unallocated (3) Consolidated Balance at December 31, 2022 $ 79.1 $ 430.5 $ 304.0 $ 178.4 $ — $ 992.0 Goodwill acquired during the period (1) — — — — 1,938.3 1,938.3 Foreign currency translation adjustments and other 1.8 1.0 — — — 2.8 Purchase price adjustments (2) — — 0.1 — — 0.1 Balance at March 31, 2023 $ 80.9 $ 431.5 $ 304.1 $ 178.4 $ 1,938.3 $ 2,933.2 Accumulated goodwill impairment loss at December 31, 2022 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 Impairment loss — — — — — — Accumulated goodwill impairment loss at March 31, 2023 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ — $ 129.0 _______________ (1) Goodwill acquired during the period was $1,938.3. All goodwill acquired during the period related to the Howden Acquisition. (2) During the first three months of 2023, we recorded purchase price adjustments that increased goodwill by $0.1 in our Specialty Products segment related to the 2022 acquisition of Fronti Fabrications, Inc. (“Fronti”) . For further information regarding goodwill acquired and the purchase price adjustments during the period refer to Note 13, “Business Combinations.” (3) As discussed in Note 13 , “ Business Combinations ”, on March 17, 2023, we acquired Howden. A preliminary goodwill balance of $1,938.3 was recognized for the excess of the consideration transferred over the net assets acquired. Goodwill resulting from this transaction has not yet been allocated at the reporting unit level, but will be allocated to the reporting units when the purchase price allocation is finalized during the measurement period and an analysis has been completed to determine an appropriate allocation based on the relative fair value of each of these reporting units. |
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) : March 31, 2023 December 31, 2022 Weighted-average Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 11 years $ 1,626.0 $ (115.2) $ 311.5 $ (104.6) Unpatented technology 13 years 522.1 (50.3) 202.5 (44.8) Patents and other 3 years 366.4 (7.7) 6.8 (2.0) Trademarks and trade names 16 years 2.9 (1.8) 2.5 (1.7) Land use rights 50 years 10.5 (1.8) 10.4 (1.7) Total finite-lived intangible assets 10 years 2,527.9 (176.8) 533.7 (154.8) Indefinite-lived intangible assets: Trademarks and trade names (2) 754.7 — 156.4 — Total intangible assets $ 3,282.6 $ (176.8) $ 690.1 $ (154.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. (2) Accumulated indefinite-lived intangible assets impairment loss was $16.0 at both March 31, 2023 and December 31, 2022. |
Schedule of Indefinite-Lived Intangible Aassets | 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) : March 31, 2023 December 31, 2022 Weighted-average Estimated Useful Life Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 11 years $ 1,626.0 $ (115.2) $ 311.5 $ (104.6) Unpatented technology 13 years 522.1 (50.3) 202.5 (44.8) Patents and other 3 years 366.4 (7.7) 6.8 (2.0) Trademarks and trade names 16 years 2.9 (1.8) 2.5 (1.7) Land use rights 50 years 10.5 (1.8) 10.4 (1.7) Total finite-lived intangible assets 10 years 2,527.9 (176.8) 533.7 (154.8) Indefinite-lived intangible assets: Trademarks and trade names (2) 754.7 — 156.4 — Total intangible assets $ 3,282.6 $ (176.8) $ 690.1 $ (154.8) _______________ (1) Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off. (2) Accumulated indefinite-lived intangible assets impairment loss was $16.0 at both March 31, 2023 and December 31, 2022. |
Schedule of Estimated Future Amortization | We estimate amortization expense to be recognized during the next five years as follows: For the Year Ending December 31, 2023 $ 241.7 2024 321.2 2025 320.2 2026 218.5 2027 194.8 |
Schedule of Government Grants | China Government Grants are presented in our unaudited condensed consolidated balance sheets as follows: March 31, December 31, Current $ 0.5 $ 0.5 Long-term 6.1 6.1 Total China Government Grants $ 6.6 $ 6.6 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, All Other Investments [Abstract] | |
Schedule of Equity Method Investments | The following table represents the activity in equity method investments: Equity Method Investments (1) (2) (3) Balance at December 31, 2022 $ 93.0 New investments (4) 12.4 Equity in loss of unconsolidated affiliates (0.5) Foreign currency translation adjustments and other (0.2) Balance at March 31, 2023 $ 104.7 _______________ (1) Cryomotive : Our equity method investment in Cryomotive GmbH (“Cryomotive”) was $5.1 and $4.9 at March 31, 2023 and December 31, 2022, respectively. Equity in earnings (loss) of unconsolidated affiliates, net of this investment was $0.1 and $(0.5) for the three months ended March 31, 2023 and 2022, respectively, and is classified in equity in loss of unconsolidated affiliates, net in the condensed consolidated statements of operations and comprehensive (loss) income. The remaining change in fair value during the current period was attributable to an immaterial gain on foreign currency translation. (2) HTEC: Our equity method investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) was $79.7 and $80.8 at March 31, 2023 and December 31, 2022, respectively. Equity in loss of unconsolidated affiliates, net of this investment was $(1.0) and $(0.3) for the three months ended March 31, 2023 and 2022, respectively. The remaining change in fair value during the current period was attributable to an immaterial loss on foreign currency translation. (3) Hudson Products: Also included in our equity method investments is a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $4.3 and $4.0 at March 31, 2023 and December 31, 2022, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. We recognized equity in earnings of unconsolidated affiliates, net of this investment of $0.3 and $0.3 for the three months ended March 31, 2023 and 2022, respectively. Liberty LNG: Additionally, we have a 25% ownership interest in Liberty LNG, which totaled $3.0 and $2.9 at March 31, 2023 and December 31, 2022, respectively. We recognized equity in earnings of unconsolidated affiliates, net of this investment of $0.1 and $0.1 for the three months ended March 31, 2023 and 2022, respectively. We have another immaterial investment in an unconsolidated affiliate of $0.4 for all periods presented. (4) Hylium Industries: During the first quarter of 2023, we completed an investment for a 50% ownership interest in Hylium Industries, Inc. (“Hylium”) for $2.3. Our equity method investment in Hylium was $2.2 at March 31, 2023. The change in fair value during the current period was attributable to an immaterial loss on foreign currency translation. L&T Howden Private Ltd ("LTH"): In connection with the Howden Acquisition, we recorded a 49.9% ownership interest in a joint venture in L&T Howden Private Ltd at a fair value of $10.1. Our equity method investment in LTH was $10.0 at March 31, 2023. Equity in earnings, net of this investment was $0.0 in the period ended March 31, 2023, and is classified in equity in loss of unconsolidated affiliates, net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The change in fair value during the current period was attributable to an immaterial loss on foreign currency translation. |
Summary 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 (2) Investments Total Balance at December 31, 2022 $ 17.2 $ 7.8 $ 71.5 $ 96.5 Decrease in fair value of investments in equity securities 0.5 (2.5) — (2.0) Foreign currency translation adjustments and other 0.2 — (0.1) 0.1 Balance at March 31, 2023 $ 17.9 $ 5.3 $ 71.4 $ 94.6 _______________ (1) McPhy: Investment in equity securities Level 1 includes our investment in McPhy (Euronext Paris: MCPHY - ISIN; FR001742329). McPhy’s common stock trades on the Euronext Paris stock exchange and therefore we measure our investment in McPhy using Level 1 fair value inputs. The fair value of our investment in McPhy was $17.9 and $17.2 at March 31, 2023 and December 31, 2022, respectively. We recognized an unrealized gain of $0.5 and an unrealized loss of $3.7 in our investment in McPhy for the three months ended March 31, 2023 and 2022, respectively. Stabilis: Investment in equity securities Level 2 includes our investment in Stabilis Energy, Inc. (NasdaqCM: SLNG) (“Stabilis”). Stabilis represents an instrument with quoted prices that trades less frequently than certain of our other exchange-traded instruments and therefore we measure our investment in Stabilis using Level 2 fair value inputs. The fair value of our investment in Stabilis was $5.3 and $7.8 at March 31, 2023 and December 31, 2022, respectively. We recognized an unrealized loss of $2.5 and an unrealized gain of $1.1 for the three months ended March 31, 2023 and 2022, respectively, in our investment in Stabilis. (2) Transform: The fair value of our investment in Transform Materials LLC (“Transform Materials”) was $25.1 at both March 31, 2023 and December 31, 2022. Svante: The fair value of our investment in Svante Inc. (“Svante”) was $38.5 at both March 31, 2023 and December 31, 2022. Hy24: Our investment in Hy24 is measured at fair value using the net asset value (“NAV”) per share practical expedient and is not classified in the fair value hierarchy. The fair value of our investment in the Hy24 was $0.8 and $0.9 at March 31, 2023 and December 31, 2022, respectively. See “Hy24 (f/k/a FiveT Hydrogen Fund)” below for further information. Gold Hydrogen LLC: The fair value of our investment in Gold Hydrogen was $2.0 at both March 31, 2023 and December 31, 2022, respectively. Avina : During the fourth quarter of 2022, we completed an investment in Avina Clean Hydrogen Inc. (“Avina”) in the amount of $5.0. The fair value of our investment in Avina was $5.0 at both March 31, 2023 and December 31, 2022, respectively. Our investments in Transform Materials, Svante, Hy24, Gold Hydrogen and Avina represent equity instruments without a readily determinable fair value. These investments are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or a similar investment of the same issuer. |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Borrowings | The following table represents the components of our borrowings: March 31, December 31, Senior secured and senior unsecured notes: Principal amount, senior secured notes due 2030 (1) $ 1,460.0 $ 1,460.0 Principal amount, senior unsecured notes due 2031 (1) 510.0 510.0 Unamortized discount (29.2) (29.9) Unamortized debt issuance costs (35.8) (4.8) Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs 1,905.0 1,935.3 Senior secured revolving credit facilities and term loan: Term loan due March 2030 (2) 1,534.8 — Senior secured revolving credit facility due October 2026 (3) (4) 697.2 104.5 Unamortized discount (37.5) — Unamortized debt issuance costs (33.3) — Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs 2,161.2 104.5 Convertible notes due November 2024: Principal amount 258.8 258.8 Unamortized debt issuance costs (1.6) (1.9) Convertible notes due November 2024, net of unamortized debt issuance costs 257.2 256.9 Other debt facilities (6) 1.6 — Total debt, net of unamortized debt issuance costs 4,325.0 2,296.7 Less: current maturities (5) 273.4 256.9 Long-term debt $ 4,051.6 $ 2,039.8 _______________ (1) The senior secured notes due 2030 (the “Secured Notes”) and senior unsecured notes due 2031 (the “Unsecured Notes”) bear interest at rates of 7.500% and 9.500% per year, respectively. Interest is payable semi-annually on January 1 and July 1 of each year, commencing July 1, 2023. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. (2) The term loan due March 2030 was drawn prior to March 31, 2023 in conjunction with the Howden Acquisition. As of March 31, 2023, there were $1,534.8 in borrowings outstanding under the term loan due March 2030 bearing an interest rate of 8.6%. See below for more information. (3) As of March 31, 2023, there were $697.2 in borrowings outstanding under the senior secured revolving credit facility due October 2026 bearing an interest rate of 5.0% (3.4% as of December 31, 2022) and $265.8 in letters of credit and bank guarantees outstanding supported by the senior secured revolving credit facility due 2026. As of March 31, 2023, the senior secured revolving credit facility due 2026 had availability of $37.0. (4) A portion of borrowings outstanding under our senior secured revolving credit facility due 2026 are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 94.0 million (equivalent to $102.2) at March 31, 2023 and euro 98.0 million (equivalent to $104.5) at December 31, 2022. During the three months ended March 31, 2023 and 2022, we recognized an unrealized foreign currency loss of $1.7 and an unrealized foreign currency gain of $0.9, respectively, relative to the translation of the EUR Revolver Borrowings outstanding. This unrealized foreign currency loss (gain) is classified within foreign currency (gain) loss in the condensed consolidated statements of operations and comprehensive (loss) income for all periods presented. (5) Our convertible notes due November 2024, net of unamortized debt issuance costs, are included in current maturities for both periods presented. Also included in current maturities for the current period is $14.6 related to the short-term portion of the term loan due March 2030 and $1.6 of other current maturities. (6) Other debt facilities relate to a small number of local debt facilities that we assumed through the Howden Acquisition. |
Schedule of Interest Expense and Financing Cost Amortization | The following table summarizes the interest accretion of the Notes discount and contractual interest coupon associated with the Notes: Three Months Ended March 31, 2023 Notes, interest accretion of senior notes discount $ 0.7 Secured Notes, 7.5% contractual interest coupon 27.4 Unsecured Notes, 9.5% contractual interest coupon 12.1 Notes, total interest expense $ 40.2 The following table summarizes interest expense and financing costs amortization related to the Amended SSRCF and Term Loan: Three Months Ended March 31, 2023 2022 Interest expense, senior secured revolving credit facility due October 2026 $ 2.6 $ 3.3 Interest expense, term loan due March 2030 5.5 — Interest expense, senior secured revolving credit facility due October 2026 and term loan due March 2030 $ 8.1 $ 3.3 Financing costs amortization, senior secured revolving credit facility due October 2026 $ 0.6 $ 0.5 Financing costs amortization, term loan due March 2030 0.1 — Financing costs amortization, senior secured revolving credit facility due October 2026 and term loan due March 2030 $ 0.7 $ 0.5 |
Schedule of Interest Accretion | The following table summarizes 1.0% contractual interest coupon and financing costs amortization associated with the 2024 Notes: Three Months Ended March 31, 2023 2022 2024 Notes, 1.0% contractual interest coupon $ 0.6 $ 0.6 2024 Notes, financing costs amortization $ 0.2 $ 0.2 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Mandatory Convertible Preferred Stock | The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Share of Mandatory Convertible Preferred Stock Greater than $141.8037 (threshold appreciation price) 7.0520 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 7.0520 and 8.4620 shares of common stock, determined by dividing 1000 by the applicable market value Less than $118.1754 (initial price) 8.4620 shares of common stock The following table illustrates the conversion rate per depositary share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock: Applicable Market Value of Common Stock Conversion Rate per Depositary Share Greater than $141.8037 (threshold appreciation price) 0.3526 shares of common stock Equal to or less than $141.8037 but greater than or equal to $118.1754 Between 0.3526 and 0.4231 shares of common stock, determined by dividing $50 by the applicable market value Less than $118.1754 (initial price) 0.4231 shares of common stock |
Product Warranties (Tables)
Product Warranties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Product Warranties Disclosures [Abstract] | |
Roll-forward of Consolidated Warranty Reserve | The following table represents changes in our consolidated warranty reserve: Balance at December 31, 2022 $ 4.1 Acquired 29.7 Issued – warranty expense 1.1 Warranty usage (0.7) Balance at March 31, 2023 $ 34.2 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule Of Consideration | The following table shows the purchase price in accordance with ASC 805: Description Cash consideration to seller $ 2,788.3 Howden’s debt settled at close 1,529.0 Settlement of seller transaction costs 67.2 Funds held in escrow 20.4 Total ASC 805 purchase price $ 4,404.9 |
Schedule of Recognized Identified Assets Acquired in Business Combination | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date: Net assets acquired: Cash and cash equivalents $ 62.5 Restricted cash 2.6 Accounts receivable 461.2 Inventories 248.8 Unbilled contract revenue 194.7 Prepaid expenses 58.5 Other current assets 112.1 Property, plant and equipment 287.6 Identifiable intangible assets 2,591.0 Equity method investments 10.1 Other assets 168.1 Accounts payable (383.7) Customer advances and billings in excess of contract revenue (268.1) Accrued salaries, wages and benefits (104.2) Accrued income taxes (51.4) Current portion of warranty reserve (28.5) Current portion of long-term debt (1) (1.6) Other current liabilities (62.5) Long-term deferred tax liabilities (729.4) Operating lease liabilities (54.6) Finance lease liabilities (8.1) Accrued pension liabilities (6.4) Other long-term liabilities (5.6) Total identifiable net assets assumed 2,493.1 Noncontrolling interest (2) (26.5) Goodwill 1,938.3 Net assets acquired $ 4,404.9 Assets acquired net of cash, cash equivalents and restricted cash $ 4,339.8 _______________ (1) Represents the balance related to short term debt held in Foreign Facilities. Refer to Note 9, “Debt and Credit Arrangements.” (2) As part of the Howden Acquisition, we acquired a noncontrolling interest, which owns 82% of Howden Hua Engineering Co., Ltd, and entity based in China which is valued at $26.5. |
Schedule of Identifiable Intangible Assets Acquired | nformation regarding preliminary identifiable intangible assets acquired in the Howden Acquisition: Weighted-average Estimated Useful Life Preliminary Estimated Asset Fair Value Finite-lived intangible assets acquired: Customer relationships 10.0 years $ 1,315.0 Backlog 3.0 years 359.0 Technology and software 12.0 years 319.0 Total finite-lived intangible assets acquired 9.1 years 1,993.0 Indefinite-lived intangible assets acquired: Trade names 598.0 Total intangible assets acquired $ 2,591.0 |
Schedule of pro forma information | The following unaudited pro forma combined financial information for the three months ended March 31, 2023 and 2022 gives effect to the Howden Acquisition as if it occurred on January 1, 2022. The unaudited pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. In addition, the unaudited pro forma information is not intended to be a projection of future results and does not reflect any operating efficiencies or cost savings that might be achievable. The following adjustments are reflected in the unaudited pro forma financial table below: • the effect of increased interest expense related to the repayment of the Howden term loans, senior notes and revolving credit facility net of the additional borrowing on the Chart senior secured revolving credit facility and senior secured and unsecured notes, • amortization of acquired intangible assets, • an adjustment to reflect the change in the estimated income tax rate for federal and state purposes, • nonrecurring acquisition-related expenses incurred by Howden directly attributable to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented, and • nonrecurring acquisition-related expenses incurred by Chart directly related to the Howden acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented. Three Months Ended March 31, 2023 2022 Pro forma sales from continuing operations $ 866.2 $ 772.6 Pro forma net loss attributable to Chart Industries, Inc. from continuing operations (37.4) (69.9) |
Schedule of Changes in Contingent Consideration | The following table represents the changes to our contingent consideration liabilities: SES BIG Total Balance at December 31, 2022 $ 16.3 $ 1.1 $ 17.4 Decrease in fair value of contingent consideration liabilities (7.4) — (7.4) Balance at March 31, 2023 $ 8.9 $ 1.1 $ 10.0 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss are as follows: Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2022 $ (50.5) $ (7.5) $ (58.0) Other comprehensive income 4.0 — 4.0 Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.1 0.1 Net current-period other comprehensive income, net of taxes 4.0 0.1 4.1 Balance at March 31, 2023 $ (46.5) $ (7.4) $ (53.9) Foreign currency translation adjustments Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at December 31, 2021 $ (15.2) $ (6.5) $ (21.7) Other comprehensive loss (6.1) — (6.1) Amounts reclassified from accumulated other comprehensive loss, net of income taxes — 0.1 0.1 Net current-period other comprehensive (loss) income, net of taxes (6.1) 0.1 (6.0) Balance at March 31, 2022 $ (21.3) $ (6.4) $ (27.7) _______________ (1) Foreign currency translation adjustments includes translation adjustments and net investment hedge, net of taxes. See Note 11, “Derivative Financial Instruments,” for further information related to the net investment hedge. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Amounts attributable to Chart common stockholders (Loss) income from continuing operations $ (14.6) $ 10.2 Less: Mandatory convertible preferred stock dividend requirement 6.8 — (Loss) income from continuing operations attributable to Chart (21.4) 10.2 Loss from discontinued operations, net of tax (0.4) — Net (loss) income attributable to Chart common stockholders (21.8) 10.2 Earnings per common share - basic: (Loss) income from continuing operations $ (0.51) $ 0.28 (Loss) income from discontinued operations (0.01) — Net income attributable to Chart Industries, Inc. $ (0.52) $ 0.28 Earnings per common share – diluted: Income from continuing operations $ (0.51) $ 0.25 (Loss) income from discontinued operations (0.01) — Net income attributable to Chart Industries, Inc. $ (0.52) $ 0.25 Weighted average number of common shares outstanding – basic 41.94 35.83 Incremental shares issuable upon assumed conversion and exercise of share-based awards (1) — 0.24 Incremental shares issuable due to dilutive effect of convertible notes (1) — 2.56 Incremental shares issuable due to dilutive effect of the warrants (1) — 2.16 Weighted average number of common shares outstanding – diluted 41.94 40.79 _______________ |
Schedule of Antidilutive Securities | Additionally, diluted earnings per share does not reflect the following potential common shares as the effect would be anti-dilutive: Three Months Ended March 31, 2023 2022 Numerator Mandatory convertible preferred stock dividend requirement (1) $ 6.79 $ — Denominator Anti-dilutive shares, Share-based awards 0.12 0.14 Anti-dilutive shares, Convertible note hedge and capped call transactions (2) 2.40 2.56 Anti-dilutive shares, Mandatory convertible preferred stock (1) 3.41 — Total anti-dilutive securities 5.93 2.70 _______________ (1) We calculate the basic and diluted earnings per share based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Mandatory Convertible Preferred Stock and the 2024 Convertible Notes are participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses are not allocated to the Series B Mandatory Convertible Preferred Stock, as it does not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period. (2) The convertible note hedge offsets any dilution upon actual conversion of the 2024 Notes up to a common stock price of $71.775 per share. For further information, refer to Note 9, “Debt and Credit Arrangements.” |
Restructuring Activities (Table
Restructuring Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 2022 Severance: Cost of sales $ — $ 0.1 Selling, general, and administrative expenses 0.7 (0.1) Total severance costs 0.7 — Other restructuring: Cost of sales — 0.1 Selling, general, and administrative expenses 0.9 — Total other restructuring costs 0.9 0.1 Total restructuring costs $ 1.6 $ 0.1 |
Schedule of Roll-forward of Restructuring Cost | The following tables summarize our restructuring activities: Three Months Ended March 31, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2022 $ 0.1 $ — $ 0.1 $ — $ — $ 0.2 Restructuring charges 0.8 — — 0.8 — 1.6 Cash payments and other (0.8) — (0.1) (0.2) — (1.1) Balance at March 31, 2023 $ 0.1 $ — $ — $ 0.6 $ — $ 0.7 Three Months Ended March 31, 2022 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Corporate Consolidated Balance at December 31, 2021 $ 0.4 $ 0.5 $ — $ 1.4 $ — $ 2.3 Restructuring charges — 0.1 — — — 0.1 Cash payments and other (0.3) (0.6) — — — (0.9) Balance at March 31, 2022 $ 0.1 $ — $ — $ 1.4 $ — $ 1.5 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Asset and Liabilities Derivatives | The following table represents the fair value of our asset and liability derivatives: Asset Derivatives Liability Derivatives March 31, December 31, March 31, December 31, Derivatives designated as net investment hedge Balance Sheet Location Fair Value Fair Value Balance Sheet Location Fair Value Fair Value Foreign Exchange Collar Contracts (1) Other assets $ — $ — Other long-term liabilities $ 3.7 $ 2.7 Total derivatives designated as net investment hedge — — 3.7 2.7 Derivatives not designated as hedges Foreign Currency Contracts Other current assets 4.1 — Other current liabilities 2.5 — Foreign Currency Contracts Other assets 0.1 — Other long-term liabilities — — Total derivatives not designated as hedges 4.2 — 2.5 — Total derivatives $ 4.2 $ — $ 6.2 $ 2.7 _______________ (1) Represents foreign exchange swaps and foreign exchange options. |
Schedule of Accumulated Other Comprehensive Loss | The following table represents the net effect derivative instruments designated in hedging relationships had on accumulated other comprehensive loss on the condensed consolidated statements of operations and comprehensive (loss) income: Unrealized loss recognized in accumulated other comprehensive loss on derivatives, net of taxes Derivatives designated as net investment hedge Three Months Ended March 31, 2023 Foreign Exchange Collar Contracts (1) (2) $ 0.8 _______________ (1) Our designated derivative instruments are highly effective. As such, there were no gains or losses recognized immediately in income related to hedge ineffectiveness during the three months ended March 31, 2023. (2) Represents amount excluded from effectiveness testing. Our Foreign Exchange Collar Contracts are designated with terms based on the spot rate of the euro. Future changes in the components related to the spot change on the notional will be recorded in other comprehensive income and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are classified in interest expense, net in the condensed consolidated statements of operations and comprehensive (loss) income, and the initial value of excluded components currently recorded in accumulated other comprehensive loss as a foreign currency translation adjustment are amortized to interest expense, net over the remaining term of the Foreign Exchange Contract. The following table represents the effect that derivative instruments not designated as hedges had on net income: Amount of gain (loss) recognized in income Three Months Ended March 31, Three Months Ended March 31, Derivatives not designated as hedges Location of gain (loss) recognized in income 2023 2022 Foreign Currency Contracts Foreign currency gain (loss) $ 2.5 $ — |
Schedule of Interest Rate Derivatives | The following table represents interest income, included within interest expense, net on the condensed consolidated statements of operations and comprehensive (loss) income related to amounts excluded from the assessment of hedge effectiveness for derivative instruments designated as net investment hedges: Amount of gain recognized in income on derivative (amount excluded from effectiveness testing) Three Months Ended March 31, Three Months Ended March 31, Derivatives designated as net investment hedge 2022 2022 Foreign Exchange Collar Contracts (1) (2) $ 0.4 $ — _______________ (1) Represents foreign exchange swaps and foreign exchange options. (2) Represents amount excluded from effectiveness testing. Our Foreign Exchange Collar Contracts are designated with terms based on the spot rate of the euro. Future changes in the components related to the spot change on the notional will be recorded in other comprehensive income and remain there until the hedged subsidiaries are substantially liquidated. All coupon payments are classified in interest expense, net in the condensed consolidated statements of operations and comprehensive (loss) income, and the initial value of excluded components currently recorded in accumulated other comprehensive loss as a foreign currency translation adjustment are amortized to interest expense, net over the remaining term of the Foreign Exchange Contract. |
Basis of Preparation - Narrativ
Basis of Preparation - Narratives (Details) | Mar. 31, 2023 location |
Accounting Policies [Abstract] | |
Number of locations (location) | 48 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) - Assets disposed of by sales - Cryobiological products business $ in Millions | Oct. 01, 2020 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |
Proceeds from divestiture of business | $ 317.5 |
Net assets | 320 |
Estimated closing date adjustments | $ 2.5 |
Discontinued Operations - Incom
Discontinued Operations - Income from Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Summarized Financial Information of Discontinued Operations | ||
Loss from discontinued operations, net of tax | $ (0.4) | $ 0 |
Assets disposed of by sales | Cryobiological products business | ||
Summarized Financial Information of Discontinued Operations | ||
Sales | 0 | |
Selling, general and administrative expenses | 0.4 | |
Operating loss | (0.4) | |
Other expense, net | 0 | |
Loss before income taxes | (0.4) | |
Income tax benefit | 0 | |
Loss from discontinued operations, net of tax | $ (0.4) |
Reportable Segments - Narrative
Reportable Segments - Narratives (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segment) | 4 |
Reportable Segments - Segment I
Reportable Segments - Segment Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information | ||
Sales | $ 537.9 | $ 354.1 |
Depreciation and amortization expense | 33.3 | 20.5 |
Operating income (loss) | 36.2 | 20.1 |
Restructuring costs | 1.6 | 0.1 |
Change in acquisition-related contingent consideration | (7.4) | |
Sustainable Energy Solutions, Inc. (“SES”) and BlueInGreen, LLC (“BIG”) | ||
Segment Reporting Information | ||
Change in acquisition-related contingent consideration | (7.4) | (0.8) |
Operating Segments | Cryo Tank Solutions | ||
Segment Reporting Information | ||
Sales | 127.2 | 118.1 |
Depreciation and amortization expense | 5.6 | 4.1 |
Operating income (loss) | 4.9 | 14.1 |
Restructuring costs | 0.8 | 0 |
Operating Segments | Heat Transfer Systems | ||
Segment Reporting Information | ||
Sales | 167.5 | 79.3 |
Depreciation and amortization expense | 8.4 | 7.7 |
Operating income (loss) | 27.3 | (0.2) |
Restructuring costs | 0 | 0.1 |
Operating Segments | Specialty Products | ||
Segment Reporting Information | ||
Sales | 127.3 | 107.5 |
Depreciation and amortization expense | 8.6 | 3.9 |
Operating income (loss) | 22.1 | 16.2 |
Restructuring costs | 0 | 0 |
Operating Segments | Repair, Service & Leasing | ||
Segment Reporting Information | ||
Sales | 120.1 | 49.3 |
Depreciation and amortization expense | 9.9 | 4.3 |
Operating income (loss) | 33.8 | 8.3 |
Restructuring costs | 0.8 | 0 |
Intersegment Eliminations | ||
Segment Reporting Information | ||
Sales | (4.2) | (0.1) |
Depreciation and amortization expense | 0 | 0 |
Operating income (loss) | 0 | 0 |
Corporate | ||
Segment Reporting Information | ||
Sales | 0 | 0 |
Depreciation and amortization expense | 0.8 | 0.5 |
Operating income (loss) | (51.9) | (18.3) |
Restructuring costs | $ 0 | $ 0 |
Reportable Segments - Product S
Reportable Segments - Product Sales Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information | ||
Sales | $ 537.9 | $ 354.1 |
North America | ||
Segment Reporting Information | ||
Sales | 329.9 | 186.1 |
Europe, Middle East, Africa and India | ||
Segment Reporting Information | ||
Sales | 125.3 | 115.1 |
Asia-Pacific | ||
Segment Reporting Information | ||
Sales | 74.1 | 50.5 |
Rest of the World | ||
Segment Reporting Information | ||
Sales | 8.6 | 2.4 |
Operating Segments | Cryo Tank Solutions | ||
Segment Reporting Information | ||
Sales | 127.2 | 118.1 |
Operating Segments | Cryo Tank Solutions | North America | ||
Segment Reporting Information | ||
Sales | 67.1 | 37.9 |
Operating Segments | Cryo Tank Solutions | Europe, Middle East, Africa and India | ||
Segment Reporting Information | ||
Sales | 42 | 50.7 |
Operating Segments | Cryo Tank Solutions | Asia-Pacific | ||
Segment Reporting Information | ||
Sales | 17.3 | 28.2 |
Operating Segments | Cryo Tank Solutions | Rest of the World | ||
Segment Reporting Information | ||
Sales | 0.8 | 1.3 |
Operating Segments | Heat Transfer Systems | ||
Segment Reporting Information | ||
Sales | 167.5 | 79.3 |
Operating Segments | Heat Transfer Systems | North America | ||
Segment Reporting Information | ||
Sales | 134.6 | 53.7 |
Operating Segments | Heat Transfer Systems | Europe, Middle East, Africa and India | ||
Segment Reporting Information | ||
Sales | 15.5 | 19.1 |
Operating Segments | Heat Transfer Systems | Asia-Pacific | ||
Segment Reporting Information | ||
Sales | 14.3 | 6.1 |
Operating Segments | Heat Transfer Systems | Rest of the World | ||
Segment Reporting Information | ||
Sales | 3.1 | 0.4 |
Operating Segments | Specialty Products | ||
Segment Reporting Information | ||
Sales | 127.3 | 107.5 |
Operating Segments | Specialty Products | North America | ||
Segment Reporting Information | ||
Sales | 73.2 | 60 |
Operating Segments | Specialty Products | Europe, Middle East, Africa and India | ||
Segment Reporting Information | ||
Sales | 33 | 35.2 |
Operating Segments | Specialty Products | Asia-Pacific | ||
Segment Reporting Information | ||
Sales | 20.1 | 12.2 |
Operating Segments | Specialty Products | Rest of the World | ||
Segment Reporting Information | ||
Sales | 1 | 0.1 |
Operating Segments | Repair, Service & Leasing | ||
Segment Reporting Information | ||
Sales | 120.1 | 49.3 |
Operating Segments | Repair, Service & Leasing | North America | ||
Segment Reporting Information | ||
Sales | 57.3 | 34.6 |
Operating Segments | Repair, Service & Leasing | Europe, Middle East, Africa and India | ||
Segment Reporting Information | ||
Sales | 36.1 | 10.1 |
Operating Segments | Repair, Service & Leasing | Asia-Pacific | ||
Segment Reporting Information | ||
Sales | 23 | 4 |
Operating Segments | Repair, Service & Leasing | Rest of the World | ||
Segment Reporting Information | ||
Sales | 3.7 | 0.6 |
Intersegment Eliminations | ||
Segment Reporting Information | ||
Sales | (4.2) | (0.1) |
Intersegment Eliminations | North America | ||
Segment Reporting Information | ||
Sales | (2.3) | (0.1) |
Intersegment Eliminations | Europe, Middle East, Africa and India | ||
Segment Reporting Information | ||
Sales | (1.3) | 0 |
Intersegment Eliminations | Asia-Pacific | ||
Segment Reporting Information | ||
Sales | (0.6) | 0 |
Intersegment Eliminations | Rest of the World | ||
Segment Reporting Information | ||
Sales | $ 0 | $ 0 |
Reportable Segments - Assets (D
Reportable Segments - Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Assets | $ 9,248,800 | $ 5,901,900 |
Unallocated acquired assets | 1,290,600 | 0 |
Goodwill | 2,933,200 | 992,000 |
Identifiable intangible assets, net | 3,105,800 | 535,300 |
Insurance receivable, net of tax | 0 | 251,400 |
Cryo Tank Solutions | ||
Assets | ||
Goodwill | 80,900 | 79,100 |
Heat Transfer Systems | ||
Assets | ||
Goodwill | 431,500 | 430,500 |
Specialty Products | ||
Assets | ||
Goodwill | 304,100 | 304,000 |
Repair, Service & Leasing | ||
Assets | ||
Goodwill | 178,400 | 178,400 |
Operating Segments | ||
Assets | ||
Assets | 1,387,900 | 1,292,500 |
Operating Segments | Cryo Tank Solutions | ||
Assets | ||
Assets | 482,900 | 382,000 |
Operating Segments | Heat Transfer Systems | ||
Assets | ||
Assets | 364,100 | 298,600 |
Operating Segments | Specialty Products | ||
Assets | ||
Assets | 371,600 | 429,800 |
Operating Segments | Repair, Service & Leasing | ||
Assets | ||
Assets | 169,300 | 182,100 |
Corporate | ||
Assets | ||
Assets | 531,300 | 2,830,700 |
Goodwill | $ 1,938,300 | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue | ||
Sales | $ 537.9 | $ 354.1 |
Point in time | ||
Disaggregation of Revenue | ||
Sales | 179 | 198.2 |
Over time | ||
Disaggregation of Revenue | ||
Sales | 358.9 | 155.9 |
Operating Segments | Cryo Tank Solutions | ||
Disaggregation of Revenue | ||
Sales | 127.2 | 118.1 |
Operating Segments | Cryo Tank Solutions | Point in time | ||
Disaggregation of Revenue | ||
Sales | 93 | 107.4 |
Operating Segments | Cryo Tank Solutions | Over time | ||
Disaggregation of Revenue | ||
Sales | 34.2 | 10.7 |
Operating Segments | Heat Transfer Systems | ||
Disaggregation of Revenue | ||
Sales | 167.5 | 79.3 |
Operating Segments | Heat Transfer Systems | Point in time | ||
Disaggregation of Revenue | ||
Sales | 11.4 | 5.9 |
Operating Segments | Heat Transfer Systems | Over time | ||
Disaggregation of Revenue | ||
Sales | 156.1 | 73.4 |
Operating Segments | Specialty Products | ||
Disaggregation of Revenue | ||
Sales | 127.3 | 107.5 |
Operating Segments | Specialty Products | Point in time | ||
Disaggregation of Revenue | ||
Sales | 4.3 | 59 |
Operating Segments | Specialty Products | Over time | ||
Disaggregation of Revenue | ||
Sales | 123 | 48.5 |
Operating Segments | Repair, Service & Leasing | ||
Disaggregation of Revenue | ||
Sales | 120.1 | 49.3 |
Operating Segments | Repair, Service & Leasing | Point in time | ||
Disaggregation of Revenue | ||
Sales | 72.7 | 25.9 |
Operating Segments | Repair, Service & Leasing | Over time | ||
Disaggregation of Revenue | ||
Sales | 47.4 | 23.4 |
Intersegment Eliminations | ||
Disaggregation of Revenue | ||
Sales | (4.2) | (0.1) |
Intersegment Eliminations | Point in time | ||
Disaggregation of Revenue | ||
Sales | (2.4) | 0 |
Intersegment Eliminations | Over time | ||
Disaggregation of Revenue | ||
Sales | $ (1.8) | $ (0.1) |
Revenue - Change in Contract As
Revenue - Change in Contract Assets and Liabilities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Contract assets | |
Beginning balance accounts receivable, net of allowances | $ 278.4 |
Change in accounts receivable, net of allowances | 468.7 |
Ending balance accounts receivable, net of allowances | 747.1 |
Beginning balance unbilled contract revenue | 133.7 |
Change in unbilled contract revenue | 258.9 |
Ending balance unbilled contract revenue | $ 392.6 |
Change in accounts receivable, net of allowances (as a percentage) | 168.40% |
Change in unbilled contract revenue, net of allowances (as a percentage) | 193.60% |
Contract liabilities | |
Beginning balance customer advances and billings in excess of contract revenue | $ 170.6 |
Change in customer advances and billings in excess of contract revenue | 282.9 |
Ending balance customer advances and billings in excess of contract revenue | 453.5 |
Beginning balance long-term deferred revenue | 0.3 |
Change in long-term deferred revenue | (0.3) |
Ending balance long-term deferred revenue | $ 0 |
Change in customer advances and billings in excess of contract revenue (as a percentage) | 165.80% |
Change in long-term deferred revenue (as a percentage) | (100.00%) |
Revenue - Narratives (Details)
Revenue - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Contract revenue recognized | $ 68 | $ 63.7 |
Disaggregation of Revenue | ||
Remaining performance obligation | $ 3,932 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | ||
Disaggregation of Revenue | ||
Performance obligations expected to be satisfied, expected timing | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Minimum | ||
Disaggregation of Revenue | ||
Revenue, remaining performance obligation (Percentage) | 65% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | Maximum | ||
Disaggregation of Revenue | ||
Revenue, remaining performance obligation (Percentage) | 70% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 292.5 | $ 218.9 |
Work in process | 162.5 | 57.8 |
Finished goods | 146.8 | 81.2 |
Total inventories, net | 601.8 | 357.9 |
Inventory valuation reserve | $ 8.3 | $ 8.2 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Leases [Abstract] | |||
Operating lease rent expense | $ 5.1 | $ 3.4 | |
Finance lease interest | 0.1 | 0.1 | |
Short-term net investment in sales type leases | 16.3 | $ 14.5 | |
Long-term net investment in sales type leases | 50.6 | $ 44.3 | |
Sales-type lease, interest income | $ 0.7 | $ 0.5 |
Leases -Schedule of Lease Detai
Leases -Schedule of Lease Details (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Operating lease, net | $ 65.9 | $ 21.1 |
Finance lease, net | 11.2 | 3 |
Total lease assets | 77.1 | 24.1 |
Current: | ||
Operating lease liabilities | 14.3 | 5.4 |
Finance lease liabilities | 2.5 | 1.7 |
Non-current: | ||
Operating lease liabilities | 52 | 15.6 |
Finance lease liabilities | 8.8 | 1.5 |
Lease Liability | $ 77.6 | $ 24.2 |
Weighted-average remaining lease terms | ||
Operating lease (in years) | 5 years 1 month 6 days | |
Finance lease (in years) | 5 years 9 months 18 days | |
Weighted-average discount rate | ||
Operating leases (percent) | 9.40% | |
Finance leases (percent) | 6.50% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) $ in Millions | Mar. 31, 2023 USD ($) facility |
Finance | |
2023 | $ 2.4 |
2024 | 2.5 |
2025 | 1.4 |
2026 | 1.2 |
2027 | 1.1 |
Thereafer | 2.7 |
Total future minimum lease payments | 11.3 |
Operating | |
2023 | 15.4 |
2024 | 19.3 |
2025 | 15.3 |
2026 | 10.6 |
2027 | 7.3 |
Thereafter | 20.4 |
Total future minimum lease payments | $ 88.3 |
Number of operating contracts | facility | 20 |
Leases - Sales From Sales-Type
Leases - Sales From Sales-Type And Operating Leases (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Sales-type leases | $ 12.7 | $ 5.3 |
Operating leases | 1.2 | 1 |
Total sales from leases | $ 13.9 | $ 6.3 |
Leases - Payments for Sales-typ
Leases - Payments for Sales-type Leases (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Future scheduled payments for sales-type leases | |
2023 | $ 11.7 |
2024 | 16.9 |
2025 | 16.9 |
2026 | 13.8 |
2027 | 7.4 |
Thereafter | 13 |
Total | 79.7 |
Less: unearned income | 12.8 |
Total | $ 66.9 |
Leases - Cost of Equipment Leas
Leases - Cost of Equipment Leased (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Equipment leased to others, cost | $ 19 | $ 17.3 |
Less: accumulated depreciation | 3.6 | 3.1 |
Equipment leased to others, net | $ 15.4 | $ 14.2 |
Leases - Payments to Operating
Leases - Payments to Operating Leases (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Schedule of payments due for operating leases | |
2023 | $ 0.6 |
2024 | 0.1 |
2025 | 0.1 |
2026 | 0.1 |
2027 | 0 |
Thereafter | 0 |
Total | $ 0.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill | |
Beginning balance, goodwill | $ 992 |
Foreign currency translation adjustments and other | 2.8 |
Purchase price adjustments | 0.1 |
Ending balance, goodwill | 2,933.2 |
Goodwill Impaired | |
Beginning Balance, accumulated goodwill impairment loss | 129 |
Impairment loss | 0 |
Ending Balance, accumulated goodwill impairment loss | 129 |
Corporate | |
Goodwill | |
Beginning balance, goodwill | 0 |
Goodwill acquired during the period | 1,938.3 |
Foreign currency translation adjustments and other | 0 |
Purchase price adjustments | 0 |
Ending balance, goodwill | 1,938.3 |
Goodwill Impaired | |
Beginning Balance, accumulated goodwill impairment loss | 0 |
Impairment loss | 0 |
Ending Balance, accumulated goodwill impairment loss | 0 |
Howden Industries | |
Goodwill | |
Goodwill acquired during the period | 1,938.3 |
Cryo Tank Solutions | |
Goodwill | |
Beginning balance, goodwill | 79.1 |
Goodwill acquired during the period | 0 |
Foreign currency translation adjustments and other | 1.8 |
Purchase price adjustments | 0 |
Ending balance, goodwill | 80.9 |
Goodwill Impaired | |
Beginning Balance, accumulated goodwill impairment loss | 23.5 |
Impairment loss | 0 |
Ending Balance, accumulated goodwill impairment loss | 23.5 |
Heat Transfer Systems | |
Goodwill | |
Beginning balance, goodwill | 430.5 |
Goodwill acquired during the period | 0 |
Foreign currency translation adjustments and other | 1 |
Purchase price adjustments | 0 |
Ending balance, goodwill | 431.5 |
Goodwill Impaired | |
Beginning Balance, accumulated goodwill impairment loss | 49.3 |
Impairment loss | 0 |
Ending Balance, accumulated goodwill impairment loss | 49.3 |
Specialty Products | |
Goodwill | |
Beginning balance, goodwill | 304 |
Goodwill acquired during the period | 0 |
Foreign currency translation adjustments and other | 0 |
Purchase price adjustments | 0.1 |
Ending balance, goodwill | 304.1 |
Goodwill Impaired | |
Beginning Balance, accumulated goodwill impairment loss | 35.8 |
Impairment loss | 0 |
Ending Balance, accumulated goodwill impairment loss | 35.8 |
Repair, Service & Leasing | |
Goodwill | |
Beginning balance, goodwill | 178.4 |
Goodwill acquired during the period | 0 |
Foreign currency translation adjustments and other | 0 |
Purchase price adjustments | 0 |
Ending balance, goodwill | 178.4 |
Goodwill Impaired | |
Beginning Balance, accumulated goodwill impairment loss | 20.4 |
Impairment loss | 0 |
Ending Balance, accumulated goodwill impairment loss | $ 20.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Excluding Goodwill) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 10 years | |
Gross Carrying Amount | $ 2,527.9 | $ 533.7 |
Accumulated Amortization | (176.8) | (154.8) |
Total intangible assets | 3,282.6 | 690.1 |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Indefinite-lived intangible assets | 754.7 | 156.4 |
Indefinite-lived intangible assets impairment loss | $ 16 | 16 |
Customer relationships | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 11 years | |
Gross Carrying Amount | $ 1,626 | 311.5 |
Accumulated Amortization | $ (115.2) | (104.6) |
Unpatented technology | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 13 years | |
Gross Carrying Amount | $ 522.1 | 202.5 |
Accumulated Amortization | $ (50.3) | (44.8) |
Patents and other | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 3 years | |
Gross Carrying Amount | $ 366.4 | 6.8 |
Accumulated Amortization | $ (7.7) | (2) |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 16 years | |
Gross Carrying Amount | $ 2.9 | 2.5 |
Accumulated Amortization | $ (1.8) | (1.7) |
Land use rights | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 50 years | |
Gross Carrying Amount | $ 10.5 | 10.4 |
Accumulated Amortization | $ (1.8) | $ (1.7) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narratives (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets | |||
Amortization expense | $ 21,800,000 | $ 10,100,000 | |
Maximum | |||
Finite-Lived Intangible Assets | |||
Government grants | $ 5,000,000 | ||
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_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Millions | Mar. 31, 2023 USD ($) |
For the Year Ending December 31, | |
2023 | $ 241.7 |
2024 | 321.2 |
2025 | 320.2 |
2026 | 218.5 |
2027 | $ 194.8 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Government Grants (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets | ||
Gross carrying amount | $ 2,527.9 | $ 533.7 |
Government grants | ||
Finite-Lived Intangible Assets | ||
Gross carrying amount | 6.6 | 6.6 |
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 | $ 6.1 | $ 6.1 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Equity Securities | |
Equity method investments, beginning balance | $ 93 |
New investments | 12.4 |
Equity in loss of unconsolidated affiliates, net | (0.5) |
Foreign currency translation adjustments and other | (0.2) |
Equity method investments, ending balance | $ 104.7 |
Investments - Equity Method I_2
Investments - Equity Method Investments Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 17, 2023 | Dec. 31, 2022 | |
Debt and Equity Securities, FV-NI | ||||
Equity method investments | $ 104.7 | $ 93 | ||
Equity in loss of unconsolidated affiliates, net | (0.5) | $ (0.3) | ||
Payments to acquire equity interest | 12.4 | |||
Cryomotive GmbH | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | 5.1 | 4.9 | ||
Equity in loss of unconsolidated affiliates, net | 0.1 | (0.5) | ||
HTEC | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | 79.7 | 80.8 | ||
Equity in loss of unconsolidated affiliates, net | (1) | (0.3) | ||
Hudson Products de Mexico S.A. de CV | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | 4.3 | 4 | ||
Equity in loss of unconsolidated affiliates, net | $ 0.3 | 0.3 | ||
Equity investments, ownership interest (percent) | 50% | |||
Liberty LNG | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | $ 3 | $ 2.9 | ||
Equity in loss of unconsolidated affiliates, net | $ 0.1 | $ 0.1 | ||
Equity investments, ownership interest (percent) | 25% | |||
Other Investments | ||||
Debt and Equity Securities, FV-NI | ||||
Equity in loss of unconsolidated affiliates, net | $ 0.4 | |||
Hylium Industries, Inc. | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | $ 2.2 | |||
Equity investments, ownership interest (percent) | 50% | |||
Payments to acquire equity interest | $ 2.3 | |||
L &T Howden Private Ltd. | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | 10 | |||
Equity in loss of unconsolidated affiliates, net | 0 | |||
Equity investments, ownership interest (percent) | 49.90% | |||
L &T Howden Private Ltd. | Co-venturer | ||||
Debt and Equity Securities, FV-NI | ||||
Equity method investments | $ 10.1 |
Investments - Investments in Eq
Investments - Investments in Equity Securities (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Equity Securities | |
Beginning balance | $ 96.5 |
Decrease in fair value of investments in equity securities | (2) |
Foreign currency translation adjustments and other | 0.1 |
Ending balance | 94.6 |
Investment in Equity Securities Level 1 | |
Equity Securities | |
Beginning balance | 17.2 |
Decrease in fair value of investments in equity securities | 0.5 |
Foreign currency translation adjustments and other | 0.2 |
Ending balance | 17.9 |
Investment in Equity Securities, Level 2 | |
Equity Securities | |
Beginning balance | 7.8 |
Decrease in fair value of investments in equity securities | (2.5) |
Foreign currency translation adjustments and other | 0 |
Ending balance | 5.3 |
Investments in Equity Securities, All Others | |
Equity Securities | |
Beginning balance | 71.5 |
Decrease in fair value of investments in equity securities | 0 |
Foreign currency translation adjustments and other | (0.1) |
Ending balance | $ 71.4 |
Investments - Investments in _2
Investments - Investments in Equity Securities Narratives (Details) € in Millions, $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Apr. 05, 2021 EUR (€) | |
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | $ 94.6 | $ 96.5 | ||
Increase (decrease) in equity securities | (2) | |||
Payments to acquire equity interest | 12.4 | |||
McPhy | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | 17.9 | 17.2 | ||
Increase (decrease) in equity securities | 0.5 | $ (3.7) | ||
Stabilis Energy, Inc. | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | 5.3 | 7.8 | ||
Increase (decrease) in equity securities | (2.5) | $ 1.1 | ||
Transform Materials | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | 25.1 | 25.1 | ||
Svante Inc. | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | 38.5 | 38.5 | ||
Hy24 | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | 0.8 | 0.9 | € 0.7 | |
Gold Hydrogen LLC | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | 2 | 2 | ||
Avina | ||||
Debt and Equity Securities, FV-NI | ||||
Investments in equity securities | $ 5 | 5 | ||
New investments | $ 5 |
Investments - Co-Investment Agr
Investments - Co-Investment Agreement (Details) € in Millions | 3 Months Ended | ||||
Dec. 15, 2021 EUR (€) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 07, 2021 USD ($) | Apr. 05, 2021 EUR (€) | |
Debt and Equity Securities, FV-NI | |||||
Investments in equity securities | $ | $ 94,600,000 | $ 96,500,000 | |||
Hydrogen Fund | |||||
Debt and Equity Securities, FV-NI | |||||
Investment term (in years) | 12 years | ||||
Hydrogen Fund | Maximum | |||||
Debt and Equity Securities, FV-NI | |||||
Aggregate capital commitments | € | € 1,800 | ||||
Hy24 | |||||
Debt and Equity Securities, FV-NI | |||||
Management assets | € | € 150,000 | ||||
Capital Commitment Condition One | Hydrogen Fund | |||||
Debt and Equity Securities, FV-NI | |||||
Aggregate capital commitments (in percent) | 15% | ||||
Capital Commitment Condition Two | Hydrogen Fund | |||||
Debt and Equity Securities, FV-NI | |||||
Aggregate capital commitments (in percent) | 20% | ||||
Class A1 | Capital Commitment Condition One | Hydrogen Fund | |||||
Debt and Equity Securities, FV-NI | |||||
Investment interest (as a percent) | 7% | ||||
Class A1 | Capital Commitment Condition Two | Hydrogen Fund | |||||
Debt and Equity Securities, FV-NI | |||||
Investment interest (as a percent) | 6.50% | ||||
Class A1 | Capital Commitment Condition Three | Hydrogen Fund | |||||
Debt and Equity Securities, FV-NI | |||||
Investment interest (as a percent) | 0.50% | ||||
Hy24 | |||||
Debt and Equity Securities, FV-NI | |||||
Investments in equity securities | 800,000 | $ 900,000 | 0.7 | ||
Unfunded commitment | € | € 49.3 | ||||
Return of capital | $ | $ 200,000 | ||||
Corporate Joint Venture | HTEC | Common Stock | |||||
Debt and Equity Securities, FV-NI | |||||
Right of refusal compensation percentage (percent) | 102% | ||||
Closing through third anniversary | Corporate Joint Venture | HTEC | |||||
Debt and Equity Securities, FV-NI | |||||
Put option internal rate of return (percent) | 10% | ||||
Closing through third anniversary | Corporate Joint Venture | HTEC | Common Stock | |||||
Debt and Equity Securities, FV-NI | |||||
Invested capital multiple rate | 1.65 | ||||
Closing through third anniversary | ISQ | Corporate Joint Venture | |||||
Debt and Equity Securities, FV-NI | |||||
Shareholder distribution threshold | $ | $ 900,000,000 | ||||
After third anniversary | Corporate Joint Venture | HTEC | |||||
Debt and Equity Securities, FV-NI | |||||
Put option internal rate of return (percent) | 12.50% | ||||
After third anniversary | Corporate Joint Venture | HTEC | Common Stock | |||||
Debt and Equity Securities, FV-NI | |||||
Percentage of shares callable upon exercise of call option (percent) | 20% |
Debt and Credit Arrangements -
Debt and Credit Arrangements - Summary of Outstanding Borrowings (Details) € in Millions | 3 Months Ended | ||||||||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Mar. 31, 2023 EUR (€) | Mar. 17, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 EUR (€) | Dec. 22, 2022 USD ($) | Nov. 21, 2022 USD ($) | Nov. 06, 2017 USD ($) | |
Debt Instrument | |||||||||
Unamortized debt issuance costs | $ (35,800,000) | $ (4,800,000) | |||||||
Total debt, net of unamortized debt issuance costs | 4,325,000,000 | 2,296,700,000 | |||||||
Less: current maturities | 273,400,000 | 256,900,000 | |||||||
Long-term debt | 4,051,600,000 | 2,039,800,000 | |||||||
Unamortized discount | (29,200,000) | (29,900,000) | |||||||
Foreign currency transaction gain (loss) | 1,100,000 | $ (1,600,000) | |||||||
Senior Secured And Unsecured Notes | |||||||||
Debt Instrument | |||||||||
Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs | 1,905,000,000 | 1,935,300,000 | |||||||
Senior Secured Notes Due 2030 | Secured Debt | |||||||||
Debt Instrument | |||||||||
Principal amount | $ 1,460,000,000 | 1,460,000,000 | $ 1,460,000,000 | ||||||
Debt instrument stated interest rate (percent) | 7.50% | 7.50% | 7.50% | ||||||
Senior Unsecured Notes Due 2031 | Unsecured Debt | |||||||||
Debt Instrument | |||||||||
Principal amount | $ 510,000,000 | 510,000,000 | $ 510,000,000 | ||||||
Debt instrument stated interest rate (percent) | 9.50% | 9.50% | 9.50% | ||||||
Convertible Notes, due 2024 | Convertible Debt | |||||||||
Debt Instrument | |||||||||
Principal amount | $ 258,800,000 | 258,800,000 | $ 258,800,000 | ||||||
Unamortized debt issuance costs | (1,600,000) | (1,900,000) | |||||||
Convertible Debt | 257,200,000 | 256,900,000 | |||||||
Debt instrument stated interest rate (percent) | 1% | ||||||||
Other debt facilities | |||||||||
Debt Instrument | |||||||||
Less: current maturities | 1,600,000 | 0 | |||||||
Revolving Credit Facility | |||||||||
Debt Instrument | |||||||||
Unamortized debt issuance costs | (33,300,000) | 0 | |||||||
Unamortized discount | (37,500,000) | 0 | |||||||
Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs | 2,161,200,000 | 104,500,000 | |||||||
Revolving Credit Facility | Term Loan Due 2030 | Term Loan | |||||||||
Debt Instrument | |||||||||
Principal amount | 1,534,800,000 | 0 | |||||||
Unamortized debt issuance costs | $ (33,500,000) | ||||||||
Less: current maturities | $ 14,600,000 | ||||||||
Unamortized discount | $ (37,600,000) | ||||||||
Debt instrument stated interest rate (percent) | 8.60% | 8.60% | |||||||
Long term debt, gross | $ 1,534,800,000 | ||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facilities Due October 2026 | Secured Debt | |||||||||
Debt Instrument | |||||||||
Principal amount | 697,200,000 | 104,500,000 | |||||||
Revolving Credit Facility | Euro senior secured revolving credit facility | |||||||||
Debt Instrument | |||||||||
Foreign currency transaction gain (loss) | (1,700,000) | $ 900,000 | |||||||
Long term debt, gross | 102,200,000 | € 94 | 104,500,000 | € 98 | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | |||||||||
Debt Instrument | |||||||||
Principal amount | $ 1,534.8 | ||||||||
Unamortized debt issuance costs | $ (8,200,000) | $ (8,400,000) | |||||||
Debt instrument stated interest rate (percent) | 5% | 5% | 3.40% | 3.40% | |||||
Letters of credit outstanding | $ 265,800,000 | ||||||||
Line of credit remaining borrowing amount | $ 37,000,000 |
Debt and Credit Arrangements _2
Debt and Credit Arrangements - Senior Secured and Unsecured Notes (Details) - USD ($) | 3 Months Ended | |||
Dec. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument | ||||
Unamortized discount | $ 29,200,000 | $ 29,900,000 | ||
Payments for debt issuance costs | 121,500,000 | $ 0 | ||
Financing costs amortization | 2,800,000 | $ 700,000 | ||
Secured And Unsecured Debt | ||||
Debt Instrument | ||||
Redemption price, percentage of principal amount redeemed (percent) | 40% | |||
Redemption price (percent) | 101% | |||
Unamortized discount | $ 30,000,000 | |||
Deferred debt issuance cost | 36,800,000 | |||
Payments for debt issuance costs | 32,000,000 | |||
Financing costs amortization | 1,000,000 | |||
Senior Secured Notes Due 2030 | Secured Debt | ||||
Debt Instrument | ||||
Principal amount | $ 1,460,000,000 | $ 1,460,000,000 | 1,460,000,000 | |
Debt instrument stated interest rate (percent) | 7.50% | 7.50% | ||
Issue price (percent) | 98.661% | |||
Senior Unsecured Notes Due 2031 | Unsecured Debt | ||||
Debt Instrument | ||||
Principal amount | $ 510,000,000 | $ 510,000,000 | $ 510,000,000 | |
Debt instrument stated interest rate (percent) | 9.50% | 9.50% | ||
Issue price (percent) | 97.949% |
Debt and Credit Arrangements _3
Debt and Credit Arrangements - Notes Interest Accretion Schedule (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 22, 2022 | |
Debt Instrument | ||||
Interest expense, debt | $ 48.2 | |||
Financing costs amortization | 2.8 | $ 0.7 | ||
Revolving Credit Facility | ||||
Debt Instrument | ||||
Interest expense, debt | 8.1 | 3.3 | ||
Financing costs amortization | $ 0.7 | 0.5 | ||
Senior secured revolving credit facility due October 2026 | Revolving Credit Facility | ||||
Debt Instrument | ||||
Debt instrument stated interest rate (percent) | 5% | 3.40% | ||
Interest expense, debt | $ 2.6 | 3.3 | ||
Financing costs amortization | 0.6 | 0.5 | ||
Term Loan Due 2030 | Revolving Credit Facility | ||||
Debt Instrument | ||||
Interest expense, debt | 5.5 | 0 | ||
Financing costs amortization | 0.1 | $ 0 | ||
Secured And Unsecured Debt | ||||
Debt Instrument | ||||
Notes, interest accretion of senior notes discount | 0.7 | |||
Interest expense, debt | 40.2 | |||
Financing costs amortization | $ 1 | |||
Secured Debt | Senior Secured Notes Due 2030 | ||||
Debt Instrument | ||||
Debt instrument stated interest rate (percent) | 7.50% | 7.50% | ||
Interest expense, debt | $ 27.4 | |||
Unsecured Debt | Senior Unsecured Notes Due 2031 | ||||
Debt Instrument | ||||
Debt instrument stated interest rate (percent) | 9.50% | 9.50% | ||
Interest expense, debt | $ 12.1 |
Debt and Credit Arrangements _4
Debt and Credit Arrangements - Senior Secured Revolving Credit Facility and Term Loan (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 17, 2023 | Oct. 18, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Nov. 21, 2022 | |
Debt Instrument | ||||||
Unamortized debt issuance costs | $ 35,800,000 | $ 4,800,000 | ||||
Interest expense, debt | 48,200,000 | |||||
Unamortized discount | 29,200,000 | 29,900,000 | ||||
Revolving Credit Facility | ||||||
Debt Instrument | ||||||
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% | |||||
Unamortized debt issuance costs | 33,300,000 | 0 | ||||
Interest expense, debt | 8,100,000 | $ 3,300,000 | ||||
Unamortized discount | $ 37,500,000 | 0 | ||||
Revolving Credit Facility | Minimum | ||||||
Debt Instrument | ||||||
Incremental commitment amount | $ 10,000,000 | |||||
Incremental commitment amount, per lender | 1,000,000 | |||||
Revolving Credit Facility | Minimum | Base Rate | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 0.25% | |||||
Revolving Credit Facility | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 1.25% | |||||
Commitment fee (percent) | 0.20% | |||||
Revolving Credit Facility | Maximum | Base Rate | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 1.25% | |||||
Revolving Credit Facility | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 2.25% | |||||
Commitment fee (percent) | 0.35% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | ||||||
Debt Instrument | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | |||||
Maximum percentage of capital stock guaranteed by company | 65% | |||||
Debt issuance cost | $ 400,000 | 1,500,000 | ||||
Unamortized debt issuance costs | 8,200,000 | 8,400,000 | ||||
Interest expense, debt | 2,600,000 | 3,300,000 | ||||
Principal amount | $ 1,534.8 | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Interest Rate Option One | ||||||
Debt Instrument | ||||||
Percentage of principal amount redeemed, quarterly installments | 0.50% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Interest Rate Option Two | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 1.50% | |||||
Percentage of principal amount redeemed, quarterly installments | 0.25% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Scenario, Adjustment | ||||||
Debt Instrument | ||||||
Unamortized debt issuance costs | 7,100,000 | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Option One | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 0.10% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Applicable Margin Rate | Interest Rate Option One | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 3.75% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Applicable Margin Rate | Interest Rate Option Two | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 2.75% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Adjusted Term SOFR | ||||||
Debt Instrument | ||||||
Adjusted interest rate trigger (percent) | 0.50% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Adjusted Term SOFR | Interest Rate Option One | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 0.50% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | SOFR Plus Credit Spread Adjustment | Interest Rate Option One | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 0.10% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | Fed Funds Effective Rate Overnight Index Swap Rate | Interest Rate Option Two | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 0.50% | |||||
Revolving Credit Facility | Senior secured revolving credit facility due October 2026 | One Month Adjusted Term SOFR | Interest Rate Option Two | ||||||
Debt Instrument | ||||||
Debt instrument variable interest rate (percent) | 1% | |||||
Revolving Credit Facility | Term Loan Due 2030 | ||||||
Debt Instrument | ||||||
Interest expense, debt | 5,500,000 | $ 0 | ||||
Revolving Credit Facility | Term Loan Due 2030 | Term Loan | ||||||
Debt Instrument | ||||||
Unamortized debt issuance costs | 33,500,000 | |||||
Interest expense, debt | 100,000 | |||||
Unamortized discount | 37,600,000 | |||||
Principal amount | $ 1,534,800,000 | $ 0 | ||||
Revolving Credit Facility Sub-limit - Letters of Credit | Senior secured revolving credit facility due October 2026 | ||||||
Debt Instrument | ||||||
Maximum borrowing capacity | 350,000,000 | $ 150,000,000 | ||||
Revolving Credit Facility Sub-limit - Discretionary Letters of Credit | Senior secured revolving credit facility due October 2026 | ||||||
Debt Instrument | ||||||
Maximum borrowing capacity | 200,000,000 | |||||
Revolving Credit Facility Sub-limit - Swingline | Senior secured revolving credit facility due October 2026 | ||||||
Debt Instrument | ||||||
Maximum borrowing capacity | $ 100,000,000 |
Debt and Credit Arrangements _5
Debt and Credit Arrangements - 2024 Notes Narratives (Details) - Convertible Debt - Convertible Notes, due 2024 $ / shares in Units, shares in Thousands | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2017 $ / shares | Dec. 31, 2017 USD ($) | Mar. 31, 2023 USD ($) day $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2018 shares | Nov. 06, 2017 USD ($) | |
Debt Instrument | ||||||
Debt instrument stated interest rate (percent) | 1% | |||||
Debt instrument face amount | $ 258,800,000 | $ 258,800,000 | $ 258,800,000 | |||
Share conversion rate (per share) | 0.0170285 | |||||
Debt instrument, conversion price (usd per share) | $ / shares | $ 58.725 | |||||
Debt instrument, conversion premium | 35% | |||||
Share price (dollars per share) | $ / shares | $ 43.50 | $ 125.40 | ||||
Debt instrument, threshold for consecutive trading days | day | 20 | |||||
Value of securities above principal amount of debt if converted | $ 293.78 | |||||
Debt instrument, threshold for consecutive trading days | day | 30 | |||||
Applicable conversion price threshold (as percentage) | 130% | |||||
Maximum days after five trading days | 5 days | |||||
Applicable conversion price, less than (as percentage) | 97% | |||||
Trigger price (usd per share) | $ / shares | $ 76.3425 | |||||
Non cash payment for derivative instrument | $ 59,500,000 | |||||
Number of shares underlying warrant | shares | 4,410 | |||||
Proceeds from issuances of warrants | $ 46,000,000 | |||||
Percentage above previous sales price | 65% | |||||
Net cost of convertible note hedge and warrant | $ 13,500,000 | |||||
Maximum | ||||||
Debt Instrument | ||||||
Debt instrument, conversion price (usd per share) | $ / shares | $ 71.775 |
Debt and Credit Arrangements _6
Debt and Credit Arrangements - Schedule of Contractual Interest Coupon and Financing Costs Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Nov. 06, 2017 | |
Debt Instrument | |||
Interest expense, net | $ 25.5 | $ 3.2 | |
Financing costs amortization | 2.8 | 0.7 | |
Convertible Notes, due 2024 | Convertible Debt | |||
Debt Instrument | |||
Debt instrument stated interest rate (percent) | 1% | ||
Interest expense, net | 0.6 | 0.6 | |
Financing costs amortization | $ 0.2 | $ 0.2 |
Debt and Credit Arrangements _7
Debt and Credit Arrangements - Committed Bridge Loan Facility (Details) - USD ($) | 3 Months Ended | ||||
Mar. 17, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Nov. 08, 2022 | |
Debt Instrument | |||||
Debt issuance expense | $ 26,100,000 | $ 0 | |||
Payments for debt issuance costs | 121,500,000 | $ 0 | |||
Commitment Parties | Bridge Loan | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 1,467,100,000 | $ 3,375,000,000 | |||
Debt issuance expense | $ 26,100,000 | $ 29,500,000 | |||
Payments for debt issuance costs | $ 55,600,000 |
Debt and Credit Arrangements In
Debt and Credit Arrangements Interest Expense, Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument | ||
Interest expense, debt | $ 48.2 | |
Interest expense, net | 25.5 | $ 3.2 |
Revolving Credit Facility | ||
Debt Instrument | ||
Interest expense, debt | 8.1 | 3.3 |
Senior Secured And Unsecured Notes | ||
Debt Instrument | ||
Interest income | 20.1 | |
Senior Secured Notes Due 2030 | Secured Debt | ||
Debt Instrument | ||
Interest expense, debt | 27.4 | |
Senior Unsecured Notes Due 2031 | Unsecured Debt | ||
Debt Instrument | ||
Interest expense, debt | 12.1 | |
Term Loan Due 2030 | Revolving Credit Facility | ||
Debt Instrument | ||
Interest expense, debt | 5.5 | 0 |
Convertible Notes, due 2024 | Convertible Debt | ||
Debt Instrument | ||
Interest expense, net | 0.6 | 0.6 |
Senior secured revolving credit facility due October 2026 | Revolving Credit Facility | ||
Debt Instrument | ||
Interest expense, debt | $ 2.6 | $ 3.3 |
Debt and Credit Arrangements _8
Debt and Credit Arrangements - Foreign Facilities (Details) - Revolving Credit Facility - Foreign facilities - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument | ||
Maximum borrowing capacity | $ 96.3 | |
Letters of credit outstanding | $ 117 | $ 45.7 |
Debt and Credit Arrangements _9
Debt and Credit Arrangements - Restricted Cash and Fair Value Disclosures (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument | ||
Restricted cash | $ 2.5 | $ 1,941.7 |
Term Loan Due 2030 | Revolving Credit Facility | ||
Debt Instrument | ||
Debt instrument percentage over par value | 100% | |
Convertible Debt | Convertible Notes, due 2024 | ||
Debt Instrument | ||
Debt instrument percentage over par value | 218% | 201% |
Unsecured Debt | Senior Unsecured Notes Due 2031 | ||
Debt Instrument | ||
Debt instrument percentage over par value | 106% | 103% |
Secured Debt | Senior Secured Notes Due 2030 | ||
Debt Instrument | ||
Debt instrument percentage over par value | 103% | 101% |
Stockholder's Equity - Narrativ
Stockholder's Equity - Narratives (Details) - USD ($) | Jan. 10, 2023 | Dec. 23, 2022 | Dec. 13, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred Units [Line Items] | |||||
Liquidation preference | $ 1,000 | $ 1,000 | |||
Preferred stock,par value (usd per share) | $ 0.01 | $ 0.01 | |||
Common stock, par value (usd per share) | $ 0.01 | $ 0.01 | |||
2022 Equity Offering | Common Stock | |||||
Preferred Units [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 5,924,000 | ||||
Sale of stock, consideration received on transaction | $ 700,000,000 | ||||
Equity issuance cost | $ 24,900,000 | ||||
Common stock, par value (usd per share) | $ 0.01 | ||||
Partial Greenshoe | Common Stock | |||||
Preferred Units [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 110,000 | ||||
Sale of stock, consideration received on transaction | $ 12,100,000 | ||||
Equity issuance cost | $ 400,000 | ||||
Common stock, par value (usd per share) | $ 0.01 | ||||
Convertible Preferred Stock | |||||
Preferred Units [Line Items] | |||||
Dividends payable | $ 1,300,000 | $ 1,400,000 | |||
Preferred stock, convertible, conversion price (in usd per share) | 20 | ||||
Convertible Preferred Stock | Range Two | Minimum | |||||
Preferred Units [Line Items] | |||||
Mandatory conversion of preferred stock (in shares) | 7.0520 | ||||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||||
Convertible Preferred Stock | Range Two | Maximum | |||||
Preferred Units [Line Items] | |||||
Mandatory conversion of preferred stock (in shares) | 8.4620 | ||||
Daily depository conversion rate (usd per share) | $ 0.4231 | ||||
Convertible Preferred Stock | Range One | Minimum | |||||
Preferred Units [Line Items] | |||||
Mandatory conversion of preferred stock (in shares) | 7.0520 | ||||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||||
Convertible Preferred Stock | Range Three | Maximum | |||||
Preferred Units [Line Items] | |||||
Mandatory conversion of preferred stock (in shares) | 8.4620 | ||||
Daily depository conversion rate (usd per share) | $ 0.4231 | ||||
Convertible Preferred Stock | Public Offering | |||||
Preferred Units [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 8,050,000 | ||||
Dividend rate (as a percent) | 6.75% | ||||
Preferred stock,par value (usd per share) | $ 0.01 | ||||
Sale of stock, consideration received on transaction | $ 402,500,000 | ||||
Equity issuance cost | $ 14,400,000 | ||||
Convertible Preferred Stock | Public Offering | Underwriters | |||||
Preferred Units [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 1,050,000 | ||||
Convertible Preferred Stock | Public Offering | Range Two | |||||
Preferred Units [Line Items] | |||||
Liquidation preference | $ 1,000 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Mandatory Convertible Preferred Stock (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 23, 2022 | Dec. 13, 2022 |
Preferred Units [Line Items] | ||||
Liquidation preference | $ 1,000 | $ 1,000 | ||
Range One | Minimum | Convertible Preferred Stock | ||||
Preferred Units [Line Items] | ||||
Mandatory conversion of preferred stock (in shares) | 7.0520 | |||
Daily depository conversion rate (usd per share) | $ 0.3526 | |||
Range One | Maximum | Convertible Preferred Stock | ||||
Preferred Units [Line Items] | ||||
Threshold conversion of convertible shares (in shares) | $ 141.8037 | |||
Range Two | Convertible Preferred Stock | Public Offering | ||||
Preferred Units [Line Items] | ||||
Liquidation preference | $ 1,000 | |||
Range Two | Minimum | Convertible Preferred Stock | ||||
Preferred Units [Line Items] | ||||
Threshold conversion of convertible shares (in shares) | 141.8037 | |||
Mandatory conversion of preferred stock (in shares) | 7.0520 | |||
Daily depository conversion rate (usd per share) | 0.3526 | |||
Range Two | Minimum | Convertible Preferred Stock | Common Stock | ||||
Preferred Units [Line Items] | ||||
Threshold conversion of convertible shares (in shares) | 118.1754 | |||
Range Two | Maximum | Convertible Preferred Stock | ||||
Preferred Units [Line Items] | ||||
Threshold conversion of convertible shares (in shares) | 118.1754 | |||
Mandatory conversion of preferred stock (in shares) | 8.4620 | |||
Daily depository conversion rate (usd per share) | 0.4231 | |||
Range Two | Maximum | Convertible Preferred Stock | Common Stock | ||||
Preferred Units [Line Items] | ||||
Threshold conversion of convertible shares (in shares) | 141.8037 | |||
Range Three | Minimum | Convertible Preferred Stock | ||||
Preferred Units [Line Items] | ||||
Threshold conversion of convertible shares (in shares) | $ 118.1754 | |||
Range Three | Maximum | Convertible Preferred Stock | ||||
Preferred Units [Line Items] | ||||
Mandatory conversion of preferred stock (in shares) | 8.4620 | |||
Daily depository conversion rate (usd per share) | $ 0.4231 |
Product Warranties (Details)
Product Warranties (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Movement in Standard Product Warranty Accrual | |
Beginning balance standard product warranty accrual | $ 4.1 |
Acquired | 29.7 |
Issued – warranty expense | 1.1 |
Warranty usage | (0.7) |
Ending balance standard product warranty accrual | $ 34.2 |
Business Combinations - Conside
Business Combinations - Consideration (Details) - Howden Industries $ in Millions | Mar. 17, 2023 USD ($) |
Business Acquisition | |
Cash consideration to seller | $ 2,788.3 |
Howden’s debt settled at close | 1,529 |
Settlement of seller transaction costs | 67.2 |
Funds held in escrow | 20.4 |
Total consideration | $ 4,404.9 |
Business Combinations - Net Ass
Business Combinations - Net Asset Acquired (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Mar. 17, 2023 | Dec. 31, 2022 |
Net assets acquired: | |||
Goodwill | $ 2,933.2 | $ 992 | |
Howden Industries | |||
Net assets acquired: | |||
Cash and cash equivalents | $ 62.5 | ||
Restricted cash | 2.6 | ||
Accounts receivable | 461.2 | ||
Inventories | 248.8 | ||
Unbilled contract revenue | 194.7 | ||
Prepaid expenses | 58.5 | ||
Other current assets | 112.1 | ||
Property, plant and equipment | 287.6 | ||
Identifiable intangible assets | 2,591 | ||
Equity method investments | 10.1 | ||
Other assets | 168.1 | ||
Accounts payable | (383.7) | ||
Customer advances and billings in excess of contract revenue | (268.1) | ||
Accrued salaries, wages and benefits | (104.2) | ||
Accrued income taxes | (51.4) | ||
Current portion of warranty reserve | (28.5) | ||
Current portion of long-term debt | (1.6) | ||
Other current liabilities | (62.5) | ||
Long-term deferred tax liabilities | (729.4) | ||
Operating lease liabilities | (54.6) | ||
Finance lease liabilities | (8.1) | ||
Accrued pension liabilities | (6.4) | ||
Other long-term liabilities | (5.6) | ||
Total identifiable net assets assumed | 2,493.1 | ||
Noncontrolling interest | 26.5 | ||
Goodwill | 1,938.3 | ||
Net assets acquired | 4,404.9 | ||
Assets acquired net of cash, cash equivalents and restricted cash | $ 4,339.8 | ||
Howden Industries | Howden Hua Engineering Co | |||
Net assets acquired: | |||
Noncontrolling interest, ownership percentage (as a percent) | 82% |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 17, 2023 | Mar. 31, 2023 | |
Acquired Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 10 years | |
Customer relationships | ||
Acquired Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 11 years | |
Howden Industries | ||
Acquired Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 9 years 1 month 6 days | |
Finite lived intangible assets acquired | $ 1,993 | |
Total intangible assets acquired | 2,591 | |
Howden Industries | Trade names | ||
Acquired Indefinite-lived Intangible Assets | ||
Indefinite-lived intangible assets acquired | $ 598 | |
Howden Industries | Customer relationships | ||
Acquired Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 10 years | |
Finite lived intangible assets acquired | $ 1,315 | |
Howden Industries | Backlog | ||
Acquired Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 3 years | |
Finite lived intangible assets acquired | $ 359 | |
Howden Industries | Technology and software | ||
Acquired Indefinite-lived Intangible Assets | ||
Weighted Average Useful Life (in years) | 12 years | |
Finite lived intangible assets acquired | $ 319 |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - Howden Industries - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Acquisition, Pro Forma Information | ||
Pro forma sales from continuing operations | $ 866.2 | $ 772.6 |
Pro forma net loss attributable to Chart Industries, Inc. from continuing operations | $ (37.4) | $ (69.9) |
Business Combinations - Narrati
Business Combinations - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | ||||||||
Mar. 31, 2023 | Mar. 17, 2023 | May 31, 2022 | May 16, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 23, 2020 | Nov. 03, 2020 | |
Business Acquisition | |||||||||
Acquisition of businesses, net of cash acquired | $ 4,339.8 | $ 0.8 | |||||||
Decrease in fair value of contingent consideration liabilities | (7.4) | ||||||||
Contingent consideration | $ 10 | 10 | $ 17.4 | ||||||
Howden Industries | |||||||||
Business Acquisition | |||||||||
Total consideration | $ 4,404.9 | ||||||||
Revenue, actual | 109.7 | ||||||||
Operating income, actual | 6 | ||||||||
Transaction costs | 25.4 | 25.4 | 4.9 | ||||||
Pension assets | 39.1 | ||||||||
Pension liabilities | 42.5 | ||||||||
Pension assets and pension liabilities, net | 3.4 | ||||||||
Cash consideration | 2,788.3 | ||||||||
Identifiable intangible assets | 2,591 | ||||||||
Other assets | $ 168.1 | ||||||||
Fronti Fabrications, Inc. | |||||||||
Business Acquisition | |||||||||
Voting percentage acquired | 100% | ||||||||
Cash consideration | $ 20.6 | ||||||||
Acquisition of businesses, net of cash acquired | 20.4 | ||||||||
Cash acquired from acquisition | 0.2 | ||||||||
Net assets acquired | 14.4 | ||||||||
Identifiable intangible assets | 5.3 | ||||||||
Other assets | 0.9 | ||||||||
Fronti Fabrications, Inc. | Previously Reported | |||||||||
Business Acquisition | |||||||||
Net assets acquired | 14.3 | ||||||||
Identifiable intangible assets | 5.3 | ||||||||
Other assets | $ 1 | ||||||||
CSC Cryogenic Service Center AB | |||||||||
Business Acquisition | |||||||||
Voting percentage acquired | 100% | ||||||||
Cash consideration | $ 3.8 | ||||||||
SES | |||||||||
Business Acquisition | |||||||||
Decrease in fair value of contingent consideration liabilities | (7.4) | ||||||||
Contingent consideration | 8.9 | 8.9 | 16.3 | $ 16.9 | |||||
SES | Minimum | |||||||||
Business Acquisition | |||||||||
Contingent consideration, fair value change | (7.4) | (0.5) | |||||||
BIG | |||||||||
Business Acquisition | |||||||||
Decrease in fair value of contingent consideration liabilities | 0 | ||||||||
Contingent consideration | 1.1 | 1.1 | $ 1.1 | $ 3.2 | |||||
Contingent consideration, fair value change | $ (0.3) | ||||||||
Sustainable Energy Solutions And Blue In Green LLC | Minimum | |||||||||
Business Acquisition | |||||||||
Contingent consideration | 0 | 0 | |||||||
Sustainable Energy Solutions And Blue In Green LLC | Maximum | |||||||||
Business Acquisition | |||||||||
Contingent consideration | $ 31 | $ 31 | |||||||
Earthly Labs Inc. | |||||||||
Business Acquisition | |||||||||
Contingent percent (as a percentage) | 4% | 4% |
Business Combinations - Conting
Business Combinations - Contingent Consideration Rollforward (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Contingent Consideration | |
Balance at December 31, 2022 | $ 17.4 |
Decrease in fair value of contingent consideration liabilities | (7.4) |
Balance at March 31, 2023 | 10 |
SES | |
Contingent Consideration | |
Balance at December 31, 2022 | 16.3 |
Decrease in fair value of contingent consideration liabilities | (7.4) |
Balance at March 31, 2023 | 8.9 |
BIG | |
Contingent Consideration | |
Balance at December 31, 2022 | 1.1 |
Decrease in fair value of contingent consideration liabilities | 0 |
Balance at March 31, 2023 | $ 1.1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Accumulated Other Comprehensive Loss Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accumulated Other Comprehensive Loss | ||
Beginning balance | $ 2,684.3 | $ 1,625.2 |
Other comprehensive income (loss) | 4 | (6.1) |
Amounts reclassified from accumulated other comprehensive loss, net of income taxes | 0.1 | 0.1 |
Net current-period other comprehensive income, net of taxes | 4.1 | (6) |
Ending balance | 2,706.9 | 1,629.4 |
Accumulated other comprehensive loss | ||
Accumulated Other Comprehensive Loss | ||
Beginning balance | (58) | (21.7) |
Ending balance | (53.9) | (27.7) |
Foreign currency translation adjustments | ||
Accumulated Other Comprehensive Loss | ||
Beginning balance | (50.5) | (15.2) |
Other comprehensive income (loss) | 4 | (6.1) |
Amounts reclassified from accumulated other comprehensive loss, net of income taxes | 0 | 0 |
Net current-period other comprehensive income, net of taxes | 4 | (6.1) |
Ending balance | (46.5) | (21.3) |
Pension liability adjustments, net of taxes | ||
Accumulated Other Comprehensive Loss | ||
Beginning balance | (7.5) | (6.5) |
Other comprehensive income (loss) | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of income taxes | 0.1 | 0.1 |
Net current-period other comprehensive income, net of taxes | 0.1 | 0.1 |
Ending balance | $ (7.4) | $ (6.4) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Amounts attributable to Chart common stockholders | ||
(Loss) income from continuing operations | $ (14.6) | $ 10.2 |
Less: Mandatory convertible preferred stock dividend requirement | 6.8 | 0 |
(Loss) income from continuing operations attributable to Chart | (21.4) | 10.2 |
Loss from discontinued operations, net of tax | (0.4) | 0 |
Net (loss) income attributable to Chart common stockholders | (21.8) | 10.2 |
Net (loss) income attributable to Chart common stockholders | $ (21.8) | $ 10.2 |
Earnings per common share - basic: | ||
(Loss) income from continuing operations (usd per share) | $ (0.51) | $ 0.28 |
(Loss) income from discontinued operations (usd per share) | (0.01) | 0 |
Net (loss) income attributable to Chart Industries, Inc. - Basic (usd per share) | (0.52) | 0.28 |
Income from continuing operations (usd per share) | (0.51) | 0.25 |
(Loss) income from discontinued operations (usd per share) | (0.01) | 0 |
Net (loss) income attributable to Chart Industries, Inc. - Diluted (usd per share) | $ (0.52) | $ 0.25 |
Weighted average number of common shares outstanding — basic (shares) | 41,940 | 35,830 |
Incremental shares issuable upon assumed conversion and exercise of share-based awards (shares) | 0 | 240 |
Incremental shares issuable due to dilutive effect of the convertible notes (shares) | 0 | 2,560 |
Incremental shares issuable due to dilutive effect of warrants (shares) | 0 | 2,160 |
Weighted average number of common shares outstanding – diluted (shares) | 41,940 | 40,790 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Diluted (shares) | 41,940 | 40,790 |
Anti-dilutive shares, Share-based awards | ||
Earnings per common share - basic: | ||
Weighted average number of common shares outstanding – diluted (shares) | 180 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Diluted (shares) | 180 | |
Convertible note hedge and capped call transactions | ||
Earnings per common share - basic: | ||
Weighted average number of common shares outstanding – diluted (shares) | 2,400 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Diluted (shares) | 2,400 | |
Anti-dilutive shares, Mandatory convertible preferred stock | ||
Earnings per common share - basic: | ||
Weighted average number of common shares outstanding – diluted (shares) | 1,950 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Diluted (shares) | 1,950 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Mandatory convertible preferred stock dividend requirement | $ 6,790 | $ 0 |
Total anti-dilutive securities | 5,930 | 2,700 |
Anti-dilutive shares, Share-based awards | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total anti-dilutive securities | 120 | 140 |
Convertible note hedge and capped call transactions | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total anti-dilutive securities | 2,400 | 2,560 |
Anti-dilutive shares, Mandatory convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Total anti-dilutive securities | 3,410 | 0 |
Earnings Per Share - Narratives
Earnings Per Share - Narratives (Details) - Convertible Notes, due 2024 - Convertible Debt | Oct. 31, 2017 $ / shares |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |
Debt instrument, conversion price (usd per share) | $ 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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ (6.4) | $ 2.1 |
Effective income tax rate (percent) | 32.20% | 16.50% |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation, fair value of awards granted | $ 11,000 | |
Allocated share-based compensation expense | 4,000 | $ 3,300 |
Share based compensation expense not yet recognized | $ 19,700 | |
Period in which unrecognized share based compensation will be recognized (in years) | 2 years 6 months | |
Director | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation, fair value of restricted shares granted | $ 100 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation, shares granted (shares) | 50 | |
Share-based compensation, shares exercised (shares) | 80 | |
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) | 40 | |
Share-based compensation, vesting period (in years) | 3 years | |
Share-based compensation, shares vested other than options (shares) | 40 | |
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) | 30 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award | ||
Share-based compensation, shares vested other than options (shares) | 40 |
Commitments and Contingencies -
Commitments and Contingencies - Narratives (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Mar. 31, 2023 USD ($) property | |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of properties (property) | property | 1 | |
Contingencies | ||
Accrued legal settlement | $ 305.6 | $ 0 |
Insurance settlements receivable | 234.4 | $ 0 |
Pacific Fertility Center | ||
Contingencies | ||
Accrued legal settlement | 305.6 | |
Insurance settlements receivable | 231.9 | |
Loss contingency, loss in period | $ 73 |
Restructuring Activities - Narr
Restructuring Activities - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring costs | $ 1.6 | $ 0.1 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve | ||
Severance costs | $ 0.7 | $ 0 |
Other restructuring costs | 0.9 | 0.1 |
Total restructuring costs | 1.6 | 0.1 |
Cost of sales | ||
Restructuring Cost and Reserve | ||
Severance costs | 0 | 0.1 |
Other restructuring costs | 0 | 0.1 |
Selling, general, and administrative expenses | ||
Restructuring Cost and Reserve | ||
Severance costs | 0.7 | (0.1) |
Other restructuring costs | $ 0.9 | $ 0 |
Restructuring Activities - Roll
Restructuring Activities - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve | ||
Beginning balance, restructuring accrual | $ 0.2 | $ 2.3 |
Restructuring charges | 1.6 | 0.1 |
Cash payments and other | (1.1) | (0.9) |
Ending balance, restructuring accrual | 0.7 | 1.5 |
Operating Segments | Cryo Tank Solutions | ||
Restructuring Reserve | ||
Beginning balance, restructuring accrual | 0.1 | 0.4 |
Restructuring charges | 0.8 | 0 |
Cash payments and other | (0.8) | (0.3) |
Ending balance, restructuring accrual | 0.1 | 0.1 |
Operating Segments | Heat Transfer Systems | ||
Restructuring Reserve | ||
Beginning balance, restructuring accrual | 0 | 0.5 |
Restructuring charges | 0 | 0.1 |
Cash payments and other | 0 | (0.6) |
Ending balance, restructuring accrual | 0 | 0 |
Operating Segments | Specialty Products | ||
Restructuring Reserve | ||
Beginning balance, restructuring accrual | 0.1 | 0 |
Restructuring charges | 0 | 0 |
Cash payments and other | (0.1) | 0 |
Ending balance, restructuring accrual | 0 | 0 |
Operating Segments | Repair, Service & Leasing | ||
Restructuring Reserve | ||
Beginning balance, restructuring accrual | 0 | 1.4 |
Restructuring charges | 0.8 | 0 |
Cash payments and other | (0.2) | 0 |
Ending balance, restructuring accrual | 0.6 | 1.4 |
Corporate | ||
Restructuring Reserve | ||
Beginning balance, restructuring accrual | 0 | 0 |
Restructuring charges | 0 | 0 |
Cash payments and other | 0 | 0 |
Ending balance, restructuring accrual | $ 0 | $ 0 |
Derivative Financial Instrume_3
Derivative Financial Instruments- Narratives (Details) € in Millions, $ in Millions | Mar. 31, 2023 USD ($) | Sep. 16, 2022 USD ($) | Sep. 16, 2022 EUR (€) |
Currency Swap | |||
Derivative | |||
Derivative instrument notional amount | $ 99.8 | € 100 | |
Derivative, fixed interest rate ( percent) | 1.60% | 1.60% | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | |||
Derivative | |||
Derivative instrument notional amount | $ 346.7 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Fair Value of Asset and Liabilities Derivatives (Details) - Foreign Exchange Contract - Net Investment Hedging - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Derivative | ||
Derivative assets, at fair value | $ 4.2 | $ 0 |
Derivative liabilities, at fair value | 6.2 | 2.7 |
Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 0 | 0 |
Derivative liabilities, at fair value | 3.7 | 2.7 |
Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 4.2 | 0 |
Derivative liabilities, at fair value | 2.5 | 0 |
Other Assets | Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 0 | 0 |
Other Assets | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 0.1 | 0 |
Other Long Term Liabilities | Designated as Hedging Instrument | ||
Derivative | ||
Derivative liabilities, at fair value | 3.7 | 2.7 |
Other Long Term Liabilities | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative liabilities, at fair value | 0 | 0 |
Other Current Assets | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 4.1 | 0 |
Current | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative liabilities, at fair value | $ 2.5 | $ 0 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Foreign Exchange Contract | Designated as Hedging Instrument | |
Derivative | |
Foreign exchange contracts | $ 0.8 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Income (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Foreign Exchange Contract | Not Designated as Hedging Instrument | Foreign currency gain (loss) | ||
Derivative | ||
Gain (loss) recognized in income | $ 2.5 | $ 0 |
Derivative Financial Instrume_7
Derivative Financial Instruments - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Foreign Exchange Contract | Net Investment Hedging | ||
Derivative | ||
Foreign exchange contracts | $ 0.4 | $ 0 |