COVER
COVER - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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 | 42,805,971 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Current Assets | ||
Cash and cash equivalents | $ 247.4 | $ 188.3 |
Accounts receivable, less allowances of $5.1 and $5.9, respectively | 748.5 | 758.9 |
Inventories, net | 554.6 | 576.3 |
Unbilled contract revenue | 661.4 | 481.7 |
Prepaid expenses | 101.4 | 74.9 |
Other current assets | 131.4 | 134.3 |
Total Current Assets | 2,444.7 | 2,214.4 |
Property, plant, and equipment, net | 872.9 | 837.6 |
Goodwill | 2,929.6 | 2,906.8 |
Identifiable intangible assets, net | 2,645.4 | 2,791.9 |
Equity method investments | 104.6 | 109.9 |
Investments in equity securities | 102 | 91.2 |
Other assets | 178.3 | 150.6 |
TOTAL ASSETS | 9,277.5 | 9,102.4 |
Current Liabilities | ||
Accounts payable | 906.3 | 811 |
Customer advances and billings in excess of contract revenue | 378.1 | 376.6 |
Accrued salaries, wages, and benefits | 65.5 | 81.5 |
Accrued interest | 91.4 | 92.5 |
Accrued income taxes | 39.2 | 60 |
Current portion of warranty reserve | 26.7 | 29.4 |
Current portion of long-term debt | 259.8 | 258.5 |
Operating lease liabilities, current | 18.6 | 18.5 |
Other current liabilities | 140.6 | 138.2 |
Total Current Liabilities | 1,926.2 | 1,866.2 |
Long-term debt | 3,729 | 3,576.4 |
Long-term deferred tax liabilities | 569.5 | 568.2 |
Accrued pension liabilities | 6.7 | 6.7 |
Operating lease liabilities, non-current | 50.1 | 50.7 |
Other long-term liabilities | 86.9 | 95.2 |
Total Liabilities | 6,368.4 | 6,163.4 |
Equity | ||
Preferred stock, par value $0.01 per share, $1,000 aggregate liquidation preference — 10,000,000 shares authorized, 402,500 shares issued and outstanding at both June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, par value $0.01 per share — 150,000,000 shares authorized, 42,804,031 and 42,754,241 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 0.4 | 0.4 |
Additional paid-in capital | 1,879.7 | 1,872.5 |
Treasury stock; 760,782 shares at both June 30, 2024 and December 31, 2023 | (19.3) | (19.3) |
Retained earnings | 978.3 | 922.1 |
Accumulated other comprehensive (loss) income | (90) | 10.8 |
Total Chart Industries, Inc. Shareholders’ Equity | 2,749.1 | 2,786.5 |
Noncontrolling interests | 160 | 152.5 |
Total Equity | 2,909.1 | 2,939 |
TOTAL LIABILITIES AND EQUITY | $ 9,277.5 | $ 9,102.4 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parentheticals) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,100,000 | $ 5,900,000 |
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 issued (shares) | 402,500 | 402,500 |
Preferred stock, shares outstanding (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) | 42,804,031 | 42,754,241 |
Common stock, shares outstanding (shares) | 42,804,031 | 42,754,241 |
Treasury stock (shares) | 760,782 | 760,782 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Sales | $ 1,040.3 | $ 908.1 | $ 1,991 | $ 1,439.6 |
Cost of sales | 688.7 | 627.5 | 1,337.1 | 1,009.7 |
Gross profit | 351.6 | 280.6 | 653.9 | 429.9 |
Selling, general and administrative expenses | 136.2 | 140.7 | 277.7 | 233.6 |
Amortization expense | 47.6 | 44.2 | 95.5 | 66 |
Operating expenses | 183.8 | 184.9 | 373.2 | 299.6 |
Operating income | 167.8 | 95.7 | 280.7 | 130.3 |
Acquisition related finance fees | 0 | 0 | 0 | 26.1 |
Interest expense, net | 84.3 | 83.9 | 168.1 | 112.2 |
Other expense, net | 3.6 | 1.3 | 6.8 | 3 |
Income (loss) from continuing operations before income taxes and equity in loss of unconsolidated affiliates, net | 79.9 | 10.5 | 105.8 | (11) |
Income tax expense (benefit) | 15.5 | 2.4 | 24.3 | (4.3) |
Income (loss) from continuing operations before equity in loss of unconsolidated affiliates, net | 64.4 | 8.1 | 81.5 | (6.7) |
Equity in (loss) earnings of unconsolidated affiliates, net | (1.3) | 1.5 | (1.6) | 1.1 |
Net income (loss) from continuing operations | 63.1 | 9.6 | 79.9 | (5.6) |
(Loss) income from discontinued operations, net of tax | (0.2) | 2.5 | (2.4) | 3.4 |
Net income (loss) | 62.9 | 12.1 | 77.5 | (2.2) |
Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | 4.3 | 3 | 7.6 | 3.7 |
Net income (loss) attributable to Chart Industries, Inc. | 58.6 | 9.1 | 69.9 | (5.9) |
Amounts attributable to Chart common shareholders | ||||
Income (loss) from continuing operations | 58.8 | 6.6 | 72.3 | (9.3) |
Less: Mandatory convertible preferred stock dividend requirement | 6.8 | 6.9 | 13.6 | 13.7 |
Income (loss) from continuing operations attributable to Chart | 52 | (0.3) | 58.7 | (23) |
(Loss) income from discontinued operations, net of tax | (0.2) | 2.5 | (2.4) | 3.4 |
Net income (loss) attributable to Chart common shareholders — basic | 51.8 | 2.2 | 56.3 | (19.6) |
Net income (loss) attributable to Chart common shareholders — diluted | $ 51.8 | $ 2.2 | $ 56.3 | $ (19.6) |
Basic earnings per common share attributable to Chart Industries, Inc. | ||||
Income (loss) from continuing operations (usd per share) | $ 1.24 | $ (0.01) | $ 1.40 | $ (0.55) |
(Loss) income from discontinued operations (usd per share) | (0.01) | 0.06 | (0.06) | 0.08 |
Net income (loss) attributable to Chart Industries, Inc. — basic (usd per share) | 1.23 | 0.05 | 1.34 | (0.47) |
Diluted earnings per common share attributable to Chart Industries, Inc. | ||||
Income (loss) from continuing operations (usd per share) | 1.10 | (0.01) | 1.25 | (0.55) |
(Loss) income from discontinued operations (usd per share) | 0 | 0.06 | (0.05) | 0.08 |
Net income (loss) attributable to Chart Industries, Inc. — diluted (usd per share) | $ 1.10 | $ 0.05 | $ 1.20 | $ (0.47) |
Weighted-average number of common shares outstanding: | ||||
Basic (shares) | 42,040 | 41,970 | 42,030 | 41,960 |
Diluted (shares) | 47,250 | 46,450 | 46,990 | 41,960 |
Other comprehensive (loss) income: | ||||
Net income (loss) | $ 62.9 | $ 12.1 | $ 77.5 | $ (2.2) |
Other comprehensive (loss) income, net of tax: | ||||
Foreign currency translation adjustments, net | (45.2) | (2.3) | (100.8) | 1.7 |
Pension liability adjustments, net of taxes | 0 | 0.2 | (0.1) | 0.3 |
Other comprehensive (loss) income, net of tax | (45.2) | (2.1) | (100.9) | 2 |
Comprehensive income (loss), net of taxes | 17.7 | 10 | (23.4) | (0.2) |
Less: Comprehensive income attributable to noncontrolling interests, net of taxes | 4.2 | 3 | 7.5 | 3.7 |
Comprehensive income (loss) attributable to Chart Industries, Inc., net of taxes | $ 13.5 | $ 7 | $ (30.9) | $ (3.9) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | ||
OPERATING ACTIVITIES | |||
Net income (loss) | $ 77.5 | $ (2.2) | |
Less: (Loss) income from discontinued operations, net of tax | (2.4) | 3.4 | |
Net income (loss) from continuing operations | 79.9 | (5.6) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Bridge loan facility fees | 0 | 26.1 | |
Depreciation and amortization | 131.9 | 96.2 | |
Employee share-based compensation expense | 10.1 | 6.6 | |
Financing costs amortization | 9.4 | 7.2 | |
Unrealized foreign currency transaction gain | (13.7) | (0.9) | |
Unrealized loss on investments in equity securities | 2 | 6.6 | |
Equity in loss (income) of unconsolidated affiliates | 1.6 | (1.2) | |
Loss on sale of business | 7.8 | 0 | |
Other non-cash operating activities | 1 | 1.4 | |
Changes in assets and liabilities, net of acquisitions: | |||
Accounts receivable | 0.2 | (60.2) | |
Inventories | 5 | (5) | |
Unbilled contract revenue | (186.2) | (82.8) | |
Prepaid expenses and other current assets | (43) | 12.4 | |
Accounts payable and other current liabilities | 42.4 | 129.1 | |
Customer advances and billings in excess of contract revenue | 6 | 34.6 | |
Long-term assets and liabilities | (27.9) | (29.1) | |
Net Cash Provided By Continuing Operating Activities | 26.5 | 135.4 | |
Net Cash Used In Discontinued Operating Activities | (5.5) | (75.9) | |
Net Cash Provided By Operating Activities | 21 | 59.5 | |
INVESTING ACTIVITIES | |||
Acquisition of businesses, net of cash acquired | 0 | (4,339.8) | |
Capital expenditures | (74.2) | (52.3) | |
Investments | (13.1) | (2.6) | |
Other investing activities | (5.8) | (1) | |
Net Cash Used In Continuing Investing Activities | (93.1) | (4,395.7) | |
Net Cash Used In Discontinued Investing Activities | (2.5) | (2.1) | |
Net Cash Used In Investing Activities | (95.6) | (4,397.8) | |
FINANCING ACTIVITIES | |||
Borrowings on credit facilities | 1,484.8 | 722.8 | |
Repayments on credit facilities | (1,336.3) | (384.8) | |
Borrowings on term loan | 0 | 1,747.2 | |
Repayments on term loan | 0 | (3.8) | |
Payments for debt issuance costs | (5.3) | (133.4) | |
Payment of contingent consideration | 0 | (1.7) | |
Proceeds from issuance of common stock, net | 0 | 11.7 | |
Proceeds from exercise of stock options | 0.4 | 0.2 | |
Common stock repurchases from share-based compensation plans | (3.1) | (2.7) | |
Dividend distribution to noncontrolling interests | 0 | (8.4) | |
Dividends paid on mandatory convertible preferred stock | (13.6) | (13.7) | |
Net Cash Provided By Financing Activities | 126.9 | 1,933.4 | |
Effect of exchange rate changes on cash and cash equivalents | (2.8) | 1.9 | |
Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | 49.5 | (2,403) | |
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period | [1] | 201.1 | 2,605.3 |
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD | [1] | $ 250.6 | $ 202.3 |
[1] Includes restricted cash and restricted cash equivalents of $3.2 and $12.8 classified within other current assets as of June 30, 2024 and December 31, 2023, respectively, and $12.5 and $1,941.7 as of June 30, 2023 and December 31, 2022, respectively. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parentheticals) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Cash Flows [Abstract] | ||||
Restricted cash | $ 3.2 | $ 12.8 | $ 12.5 | $ 1,941.7 |
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, 2022 | $ 2,684.3 | $ 0.4 | $ 0 | $ 1,850.2 | $ (19.3) | $ 902.2 | $ (58) | $ 8.8 |
Beginning balance (shares) at Dec. 31, 2022 | 42,560,000 | |||||||
Preferred stock, beginning balance (shares) at Dec. 31, 2022 | 400,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | (14.3) | (15) | 0.7 | |||||
Other comprehensive (loss) income | 4.1 | 4.1 | ||||||
Common stock issuance, net of equity issuance costs (shares) | 110,000 | |||||||
Common stock issuance, net of equity issuance costs | 11.7 | 11.7 | ||||||
Share-based compensation expense | 4 | 4 | ||||||
Common stock issued from share-based compensation plans (shares) | 80,000 | |||||||
Common stock issued from share-based compensation plans | 0.1 | 0.1 | ||||||
Common stock repurchases from share-based compensation plans (shares) | (20,000) | |||||||
Common stock repurchases from share-based compensation plans | (2.6) | (2.6) | ||||||
Preferred stock dividend | (6.9) | (6.9) | ||||||
Purchase of noncontrolling interest | 26.5 | 26.5 | ||||||
Other | 0 | (0.2) | 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 | 42,730,000 | |||||||
Preferred stock, ending balance (shares) at Mar. 31, 2023 | 400,000 | |||||||
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 | 42,560,000 | |||||||
Preferred stock, beginning balance (shares) at Dec. 31, 2022 | 400,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | (2.2) | |||||||
Other comprehensive (loss) income | 2 | |||||||
Ending balance at Jun. 30, 2023 | 2,807.2 | $ 0.4 | $ 0 | 1,866 | (19.3) | 882.5 | (55.4) | 133 |
Ending balance (shares) at Jun. 30, 2023 | 42,730,000 | |||||||
Preferred stock, ending balance (shares) at Jun. 30, 2023 | 400,000 | |||||||
Beginning balance at Mar. 31, 2023 | 2,706.9 | $ 0.4 | $ 0 | 1,863.4 | (19.3) | 880.1 | (53.9) | 36.2 |
Beginning balance (shares) at Mar. 31, 2023 | 42,730,000 | |||||||
Preferred stock, beginning balance (shares) at Mar. 31, 2023 | 400,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | 12.1 | 9.1 | 3 | |||||
Other comprehensive (loss) income | (2.1) | (1.5) | (0.6) | |||||
Share-based compensation expense | 2.6 | 2.6 | ||||||
Common stock issued from share-based compensation plans | 0.1 | 0.1 | ||||||
Common stock repurchases from share-based compensation plans | (0.1) | (0.1) | ||||||
Preferred stock dividend | (6.8) | (6.8) | ||||||
Dividend distribution to noncontrolling interest | (8.4) | (8.4) | ||||||
Purchase of noncontrolling interest | 102.8 | 102.8 | ||||||
Other | 0.1 | 0.1 | ||||||
Ending balance at Jun. 30, 2023 | 2,807.2 | $ 0.4 | $ 0 | 1,866 | (19.3) | 882.5 | (55.4) | 133 |
Ending balance (shares) at Jun. 30, 2023 | 42,730,000 | |||||||
Preferred stock, ending balance (shares) at Jun. 30, 2023 | 400,000 | |||||||
Beginning balance at Dec. 31, 2023 | $ 2,939 | $ 0.4 | $ 0 | 1,872.5 | (19.3) | 922.1 | 10.8 | 152.5 |
Beginning balance (shares) at Dec. 31, 2023 | 42,754,241 | 42,750,000 | ||||||
Preferred stock, beginning balance (shares) at Dec. 31, 2023 | 402,500 | 400,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | $ 14.6 | 11.3 | 3.3 | |||||
Other comprehensive (loss) income | (55.7) | (55.7) | ||||||
Share-based compensation expense | 6 | 6 | ||||||
Common stock issued from share-based compensation plans (shares) | 70,000 | |||||||
Common stock issued from share-based compensation plans | 0.3 | 0.3 | ||||||
Common stock repurchases from share-based compensation plans (shares) | (20,000) | |||||||
Common stock repurchases from share-based compensation plans | (3) | (3) | ||||||
Preferred stock dividend | (6.8) | (6.8) | ||||||
Other | (0.1) | (0.1) | ||||||
Ending balance at Mar. 31, 2024 | 2,894.3 | $ 0.4 | $ 0 | 1,875.8 | (19.3) | 926.5 | (44.9) | 155.8 |
Ending balance (shares) at Mar. 31, 2024 | 42,800,000 | |||||||
Preferred stock, ending balance (shares) at Mar. 31, 2024 | 400,000 | |||||||
Beginning balance at Dec. 31, 2023 | $ 2,939 | $ 0.4 | $ 0 | 1,872.5 | (19.3) | 922.1 | 10.8 | 152.5 |
Beginning balance (shares) at Dec. 31, 2023 | 42,754,241 | 42,750,000 | ||||||
Preferred stock, beginning balance (shares) at Dec. 31, 2023 | 402,500 | 400,000 | ||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | $ 77.5 | |||||||
Other comprehensive (loss) income | (100.9) | |||||||
Ending balance at Jun. 30, 2024 | $ 2,909.1 | $ 0.4 | $ 0 | 1,879.7 | (19.3) | 978.3 | (90) | 160 |
Ending balance (shares) at Jun. 30, 2024 | 42,804,031 | 42,800,000 | ||||||
Preferred stock, ending balance (shares) at Jun. 30, 2024 | 402,500 | 400,000 | ||||||
Beginning balance at Mar. 31, 2024 | $ 2,894.3 | $ 0.4 | $ 0 | 1,875.8 | (19.3) | 926.5 | (44.9) | 155.8 |
Beginning balance (shares) at Mar. 31, 2024 | 42,800,000 | |||||||
Preferred stock, beginning balance (shares) at Mar. 31, 2024 | 400,000 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||
Net (loss) income | 62.9 | 58.6 | 4.3 | |||||
Other comprehensive (loss) income | (45.2) | (45.1) | (0.1) | |||||
Share-based compensation expense | 4.1 | 4.1 | ||||||
Common stock issued from share-based compensation plans | 0.1 | 0.1 | ||||||
Common stock repurchases from share-based compensation plans | (0.2) | (0.2) | ||||||
Preferred stock dividend | (6.8) | (6.8) | ||||||
Other | (0.1) | (0.1) | ||||||
Ending balance at Jun. 30, 2024 | $ 2,909.1 | $ 0.4 | $ 0 | $ 1,879.7 | $ (19.3) | $ 978.3 | $ (90) | $ 160 |
Ending balance (shares) at Jun. 30, 2024 | 42,804,031 | 42,800,000 | ||||||
Preferred stock, ending balance (shares) at Jun. 30, 2024 | 402,500 | 400,000 |
Basis of Preparation
Basis of Preparation | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023. 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 six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. 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. Results from continuing operations include results of Howden from the date of acquisition and exclude Roots™ (“Roots”) business financial results for our entire ownership period of March 17, 2023 through the divestiture date, August 18, 2023. The results of Roots are presented as discontinued operations in the condensed consolidated statements of operations and comprehensive income (loss) and have been excluded from both continuing operations and segment results for the three and six months ended June 30, 2023 . See Note 2, “Discontinued Operations and Other Businesses Sold” for further information regarding the Roots divestiture and also the 2023 divestitures of Cofimco and American Fan, and Note 13, “Business Combinations”, for further information regarding the acquisition of Howden (the “Howden Acquisition”). Nature of Operations : We are an 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, carbon 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 64 global manufacturing locations and over 50 service centers 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. Reclassifications: Certain amounts have been reclassified within the condensed consolidated statement of cash flows for the six months ended June 30, 2023 to conform with the current period presentation. Recently Issued Accounting Standards (Not Yet Adopted): In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update enhances the rate reconciliation by requiring an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The update also requires an entity to disclose on an annual basis enhanced information about income taxes paid, income from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently assessing the effect this ASU will have on our disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. Among other things, this update requires an entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The update also requires entities to disclose other segment items, provide all annual disclosures about a reportable segment’s profit and loss and assets currently required by this Topic in interim periods, disclose the title and position of our CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We expect this ASU to result in expanded disclosure of segment financial information, with no impact on our financial position and results of operations. Recently Adopted Accounting Standards: In June 2022, the FASB issued 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. We adopted this guidance effective January 1, 2024. The adoption of this guidance did not have an impact on our financial position, results of operations, and disclosures. |
Discontinued Operations and Oth
Discontinued Operations and Other Businesses Sold | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Other Businesses Sold | Discontinued Operations and Other Businesses Sold Roots™ Divestiture On June 11, 2023, we signed a definitive agreement to divest our Roots business, which we acquired as part of the Howden Acquisition, to Ingersoll Rand Inc. (New York Stock Exchange: IR) (“buyer”) for a base purchase price of $300.0, subject to customary adjustments. The sale was completed on August 18, 2023 with proceeds totaling $291.9 before customary estimated closing working capital adjustments. The purchase price was subject to a final net working capital adjustment of $2.5, settled in the first quarter of 2024. We previously determined that our Roots business qualified for discontinued operations and as such, the financial results of the Roots business are reflected in our unaudited condensed consolidated statements of operations and comprehensive income (loss) as discontinued operations for our entire ownership period of March 17, 2023 through August 18, 2023. Summarized Financial Information of Discontinued Operations The following table represents (loss) income from discontinued operations, net of tax: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales $ — $ 34.9 $ — $ 41.3 Cost of sales — 21.8 — 26.0 Gross profit — 13.1 — 15.3 Selling, general and administrative expenses 0.3 3.8 0.5 4.8 Operating (loss) income (0.3) 9.3 (0.5) 10.5 Other expenses: Interest expense, net — 5.9 — 5.9 Foreign currency loss — 0.1 — 0.1 Other expense, net — 6.0 — 6.0 (Loss) income before income taxes (0.3) 3.3 (0.5) 4.5 Income tax (benefit) expense (0.1) 0.8 (0.1) 1.1 (Loss) income from discontinued operations before loss on sale of business (0.2) 2.5 (0.4) 3.4 Loss on sale of business, net of $0.5 of taxes — — 2.0 — (Loss) income from discontinued operations, net of tax $ (0.2) $ 2.5 $ (2.4) $ 3.4 Other Businesses Sold On October 26, 2023, we signed and closed on the divestiture of our American Fan business to Arcline Investment Management, L.P, with net proceeds totaling $109.7 after customary closing working capital adjustments, which are complete. On October 31, 2023, we completed the sale of our Cofimco fans business (“Cofimco”) to PX3 Partners, with net proceeds totaling $67.4 after customary closing working capital adjustments, which are complete. |
Reportable Segments
Reportable Segments | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Reportable Segments | Reportable Segments We go to market through One Chart global commercial, engineering, products, operations, and aftermarket organizations. Further, our engineered solutions are utilized across a molecule's value chain from production to distribution and storage to consumption. As reported in our Annual Report on Form 10-K for the year ended December 31, 2023, we have four reportable segments, which are also our operating segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Our Cryo Tank Solutions segment, which has principal operations in the United States, Europe and Asia, serves most geographic regions around the globe, supplying bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. Our Heat Transfer Systems segment, with principal operations in the United States and Europe, also serves most geographic regions globally, supplying mission critical engineered equipment and systems used in the recovery, separation, liquefaction, and purification of hydrocarbons, liquefied natural gas (LNG) and industrial gases that span gas-to-liquid applications. Operating globally, our Specialty Products segment supplies products used in specialty end-market applications including engineered liquefaction, storage and compression equipment for hydrogen & helium, LNG for over-the-highway vehicles, biofuels, carbon capture, food and beverage, aerospace, nuclear, marine, mining, lasers and water treatment end markets. Our Repair, Service & Leasing segment provides installation, retrofitting & refurbishment, services & repairs, preventative & contractual maintenance, and digital solutions of Chart’s stationary (liquefaction, fueling stations, among other products) and rotating equipment (compression, fans, among other products) globally in addition to providing targeted equipment leasing solutions. Corporate includes operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology (“IT”), investor relations, legal, internal audit, risk management and share-based compensation expenses. Corporate support functions are not 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 income (loss). Segment Financial Information Three Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 165.5 $ 236.7 $ 277.6 $ 360.5 $ — $ — $ 1,040.3 Depreciation and amortization expense 5.5 9.1 6.8 42.9 — 1.7 66.0 Operating income (loss) 16.0 45.1 55.0 98.0 — (46.3) 167.8 Three Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 152.7 $ 236.0 $ 236.7 $ 298.7 $ (16.0) $ — $ 908.1 Depreciation and amortization expense 3.8 8.8 3.6 45.8 — 0.9 62.9 Operating income (loss) 10.5 49.8 29.1 45.6 — (39.3) 95.7 Six Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 325.2 $ 490.3 $ 514.1 $ 661.5 $ (0.1) $ — $ 1,991.0 Depreciation and amortization expense 10.8 18.3 13.9 85.9 — 3.0 131.9 Operating income (loss) 30.0 96.3 80.1 163.1 — (88.8) 280.7 Six Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 276.2 $ 403.5 $ 362.9 $ 417.2 $ (20.2) $ — $ 1,439.6 Depreciation and amortization expense 9.4 17.2 12.2 55.7 — 1.7 96.2 Operating income (loss) 14.8 77.1 50.9 78.7 — (91.2) 130.3 Sales by Geography Three Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 68.3 $ 124.8 $ 109.1 $ 145.4 $ — $ 447.6 Europe, Middle East, Africa and India 58.5 43.7 78.1 139.6 — 319.9 Asia-Pacific 33.8 56.1 87.4 60.9 — 238.2 Rest of the World 4.9 12.1 3.0 14.6 — 34.6 Total $ 165.5 $ 236.7 $ 277.6 $ 360.5 $ — $ 1,040.3 Three Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 63.8 $ 147.7 $ 81.8 $ 90.7 $ (6.9) $ 377.1 Europe, Middle East, Africa and India 54.0 30.3 69.2 138.7 (5.7) 286.5 Asia-Pacific 33.3 50.7 80.0 58.3 (3.1) 219.2 Rest of the World 1.6 7.3 5.7 11.0 (0.3) 25.3 Total $ 152.7 $ 236.0 $ 236.7 $ 298.7 $ (16.0) $ 908.1 Six Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 154.3 $ 282.4 $ 201.9 $ 267.5 $ — $ 906.1 Europe, Middle East, Africa and India 104.0 83.9 143.1 260.2 — 591.2 Asia-Pacific 58.1 108.2 159.7 106.0 (0.1) 431.9 Rest of the World 8.8 15.8 9.4 27.8 — 61.8 Total $ 325.2 $ 490.3 $ 514.1 $ 661.5 $ (0.1) $ 1,991.0 Six Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 127.2 $ 282.3 $ 153.9 $ 146.4 $ (9.2) $ 700.6 Europe, Middle East, Africa and India 96.0 45.8 102.2 174.8 (7.0) 411.8 Asia-Pacific 50.6 65.0 100.1 81.3 (3.7) 293.3 Rest of the World 2.4 10.4 6.7 14.7 (0.3) 33.9 Total $ 276.2 $ 403.5 $ 362.9 $ 417.2 $ (20.2) $ 1,439.6 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. June 30, December 31, Cryo Tank Solutions $ 739.2 $ 706.1 Heat Transfer Systems 615.0 560.7 Specialty Products 774.7 647.8 Repair, Service & Leasing 956.2 950.1 Total assets of reportable segments 3,085.1 2,864.7 Goodwill 2,929.6 2,906.8 Identifiable intangible assets, net 2,645.4 2,791.9 Corporate 617.4 539.0 Total $ 9,277.5 $ 9,102.4 |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 100.5 $ 11.3 $ 78.5 $ 213.4 $ — $ 403.7 Over time 65.0 225.4 199.1 147.1 — 636.6 Total $ 165.5 $ 236.7 $ 277.6 $ 360.5 $ — $ 1,040.3 Three Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 96.5 $ 20.6 $ 58.0 $ 184.6 $ (10.3) $ 349.4 Over time 56.2 215.4 178.7 114.1 (5.7) 558.7 Total $ 152.7 $ 236.0 $ 236.7 $ 298.7 $ (16.0) $ 908.1 Six Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 201.6 $ 21.4 $ 147.5 $ 403.8 $ — $ 774.3 Over time 123.6 468.9 366.6 257.7 (0.1) 1,216.7 Total $ 325.2 $ 490.3 $ 514.1 $ 661.5 $ (0.1) $ 1,991.0 Six Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 186.8 $ 32.0 $ 61.5 $ 256.1 $ (12.7) $ 523.7 Over time 89.4 371.5 301.4 161.1 (7.5) 915.9 Total $ 276.2 $ 403.5 $ 362.9 $ 417.2 $ (20.2) $ 1,439.6 Refer to Note 3, “Reportable Segments,” for a table of revenue by reportable segment disaggregated by geography. Contract Balances The following table presents our contract assets and contract liabilities balances: June 30, 2024 December 31, 2023 Contract assets Accounts receivable, net of allowances $ 748.5 $ 758.9 Unbilled contract revenue 661.4 481.7 Contract liabilities Customer advances and billings in excess of contract revenue $ 378.1 $ 376.6 Revenue recognized for the three months ended June 30, 2024 and 2023, that was included in the contract liabilities balance at the beginning of the year was $82.4 and $77.4, respectively. Revenue recognized for the six months ended June 30, 2024 and 2023, that was included in the contract liabilities balance at the beginning of each year was $219.9 and $145.4 , respectively. The amount of revenue recognized during the six months ended June 30, 2024 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 June 30, 2024, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $4,426.0. We expect to recognize revenue on approximately 62% of the remaining performance obligations over the next 12 months and the remaining over the next few years thereafter. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The following table summarizes the components of inventory: June 30, December 31, Raw materials and supplies $ 280.3 $ 274.8 Work in process 145.5 155.4 Finished goods 128.8 146.1 Total inventories, net $ 554.6 $ 576.3 The allowance for excess and obsolete inventory balance at June 30, 2024 and December 31, 2023 was $11.8 and $9.9, respectively. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases Lessee Accounting We lease certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from July 2024 to September 2036 . Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease right-of-use (“ROU”) assets are classifie d 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 condensed consolidated balance sheets. We incurred $6.3 and $9.8 of rental expense under operating leases for the three months ended June 30, 2024 and 2023, and $12.4 and $14.9 for the six months ended June 30, 2024 and 2023, 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. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table 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 June 30, 2024 December 31, 2023 Assets Operating lease, net $ 68.8 $ 69.1 Finance lease, net 16.1 16.1 Total lease assets $ 84.9 $ 85.2 Liabilities Current: Operating lease liabilities $ 18.6 $ 18.5 Finance lease liabilities 2.5 3.0 Non-current: Operating lease liabilities 50.1 50.7 Finance lease liabilities 14.0 14.2 Total lease liabilities $ 85.2 $ 86.4 Weighted-average remaining lease terms Operating leases 5.1 years 5.1 years Finance leases 7.8 years 7.9 years Weighted-average discount rate Operating leases 7.1% 6.6% Finance leases 6.9% 6.7% Leased assets obtained in exchange for new finance and operating lease liabilities for the six months ended June 30, 2024 were $0.1 and $6.2, respectively. The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of June 30, 2024: Finance Operating 2024 $ 1.8 $ 12.2 2025 2.9 20.2 2026 2.6 14.6 2027 2.5 9.8 2028 2.3 8.1 Thereafter (1) 9.8 17.6 Total future minimum lease payments $ 21.9 $ 82.5 Less: Present value discount (5.4) (13.8) Lease liability $ 16.5 $ 68.7 _______________ (1) As of June 30, 2024, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2028 relate to thirty leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease® program as sales-type and operating leases. As of June 30, 2024 and December 31, 2023, our short-term net investment in sales-type leases was $26.2 and $21.4, respectively, and is included in other current assets in our condensed consolidated balance sheets. Our long-term net investment in sales-type leases was $75.4 and $62.1 as of June 30, 2024 and December 31, 2023, respectively, and is included in other assets in our condensed consolidated balance sheets. 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales-type leases $ 14.8 $ 6.5 $ 25.4 $ 19.2 Operating leases 1.5 1.1 3.1 2.3 Total sales from leases $ 16.3 $ 7.6 $ 28.5 $ 21.5 The following table represents scheduled payments for sales-type leases as of June 30, 2024: 2024 $ 13.5 2025 26.6 2026 24.5 2027 18.1 2028 15.0 Thereafter 44.5 Total 142.2 Less: unearned income 40.6 Total $ 101.6 The following table represents the cost of equipment leased to others: June 30, 2024 December 31, 2023 Equipment leased to others, cost $ 26.0 $ 20.6 Less: accumulated depreciation 5.5 4.4 Equipment leased to others, net $ 20.5 $ 16.2 |
Leases | Leases Lessee Accounting We lease certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from July 2024 to September 2036 . Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease right-of-use (“ROU”) assets are classifie d 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 condensed consolidated balance sheets. We incurred $6.3 and $9.8 of rental expense under operating leases for the three months ended June 30, 2024 and 2023, and $12.4 and $14.9 for the six months ended June 30, 2024 and 2023, 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. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table 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 June 30, 2024 December 31, 2023 Assets Operating lease, net $ 68.8 $ 69.1 Finance lease, net 16.1 16.1 Total lease assets $ 84.9 $ 85.2 Liabilities Current: Operating lease liabilities $ 18.6 $ 18.5 Finance lease liabilities 2.5 3.0 Non-current: Operating lease liabilities 50.1 50.7 Finance lease liabilities 14.0 14.2 Total lease liabilities $ 85.2 $ 86.4 Weighted-average remaining lease terms Operating leases 5.1 years 5.1 years Finance leases 7.8 years 7.9 years Weighted-average discount rate Operating leases 7.1% 6.6% Finance leases 6.9% 6.7% Leased assets obtained in exchange for new finance and operating lease liabilities for the six months ended June 30, 2024 were $0.1 and $6.2, respectively. The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of June 30, 2024: Finance Operating 2024 $ 1.8 $ 12.2 2025 2.9 20.2 2026 2.6 14.6 2027 2.5 9.8 2028 2.3 8.1 Thereafter (1) 9.8 17.6 Total future minimum lease payments $ 21.9 $ 82.5 Less: Present value discount (5.4) (13.8) Lease liability $ 16.5 $ 68.7 _______________ (1) As of June 30, 2024, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2028 relate to thirty leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease® program as sales-type and operating leases. As of June 30, 2024 and December 31, 2023, our short-term net investment in sales-type leases was $26.2 and $21.4, respectively, and is included in other current assets in our condensed consolidated balance sheets. Our long-term net investment in sales-type leases was $75.4 and $62.1 as of June 30, 2024 and December 31, 2023, respectively, and is included in other assets in our condensed consolidated balance sheets. 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales-type leases $ 14.8 $ 6.5 $ 25.4 $ 19.2 Operating leases 1.5 1.1 3.1 2.3 Total sales from leases $ 16.3 $ 7.6 $ 28.5 $ 21.5 The following table represents scheduled payments for sales-type leases as of June 30, 2024: 2024 $ 13.5 2025 26.6 2026 24.5 2027 18.1 2028 15.0 Thereafter 44.5 Total 142.2 Less: unearned income 40.6 Total $ 101.6 The following table represents the cost of equipment leased to others: June 30, 2024 December 31, 2023 Equipment leased to others, cost $ 26.0 $ 20.6 Less: accumulated depreciation 5.5 4.4 Equipment leased to others, net $ 20.5 $ 16.2 |
Leases | Leases Lessee Accounting We lease certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from July 2024 to September 2036 . Leases with an initial term of twelve months or less are not recorded on the balance sheet. Operating lease right-of-use (“ROU”) assets are classifie d 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 condensed consolidated balance sheets. We incurred $6.3 and $9.8 of rental expense under operating leases for the three months ended June 30, 2024 and 2023, and $12.4 and $14.9 for the six months ended June 30, 2024 and 2023, 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. This expense consisted primarily of payments for base rent on building and equipment leases. Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial. In addition, we have the right, but no obligation, to renew certain leases for various renewal terms. The following table 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 June 30, 2024 December 31, 2023 Assets Operating lease, net $ 68.8 $ 69.1 Finance lease, net 16.1 16.1 Total lease assets $ 84.9 $ 85.2 Liabilities Current: Operating lease liabilities $ 18.6 $ 18.5 Finance lease liabilities 2.5 3.0 Non-current: Operating lease liabilities 50.1 50.7 Finance lease liabilities 14.0 14.2 Total lease liabilities $ 85.2 $ 86.4 Weighted-average remaining lease terms Operating leases 5.1 years 5.1 years Finance leases 7.8 years 7.9 years Weighted-average discount rate Operating leases 7.1% 6.6% Finance leases 6.9% 6.7% Leased assets obtained in exchange for new finance and operating lease liabilities for the six months ended June 30, 2024 were $0.1 and $6.2, respectively. The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of June 30, 2024: Finance Operating 2024 $ 1.8 $ 12.2 2025 2.9 20.2 2026 2.6 14.6 2027 2.5 9.8 2028 2.3 8.1 Thereafter (1) 9.8 17.6 Total future minimum lease payments $ 21.9 $ 82.5 Less: Present value discount (5.4) (13.8) Lease liability $ 16.5 $ 68.7 _______________ (1) As of June 30, 2024, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2028 relate to thirty leased facilities. Lessor Accounting We lease equipment manufactured by Chart primarily through our Cryo-Lease® program as sales-type and operating leases. As of June 30, 2024 and December 31, 2023, our short-term net investment in sales-type leases was $26.2 and $21.4, respectively, and is included in other current assets in our condensed consolidated balance sheets. Our long-term net investment in sales-type leases was $75.4 and $62.1 as of June 30, 2024 and December 31, 2023, respectively, and is included in other assets in our condensed consolidated balance sheets. 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales-type leases $ 14.8 $ 6.5 $ 25.4 $ 19.2 Operating leases 1.5 1.1 3.1 2.3 Total sales from leases $ 16.3 $ 7.6 $ 28.5 $ 21.5 The following table represents scheduled payments for sales-type leases as of June 30, 2024: 2024 $ 13.5 2025 26.6 2026 24.5 2027 18.1 2028 15.0 Thereafter 44.5 Total 142.2 Less: unearned income 40.6 Total $ 101.6 The following table represents the cost of equipment leased to others: June 30, 2024 December 31, 2023 Equipment leased to others, cost $ 26.0 $ 20.6 Less: accumulated depreciation 5.5 4.4 Equipment leased to others, net $ 20.5 $ 16.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The following table represents the changes in goodwill by segment: Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Consolidated Balance at December 31, 2023 $ 219.3 $ 480.4 $ 567.9 $ 1,639.2 $ 2,906.8 Purchase accounting adjustments (1) 2.6 1.3 10.9 27.8 42.6 Foreign currency translation adjustments and other (4.5) (2.7) (3.5) (9.1) (19.8) Balance at June 30, 2024 $ 217.4 $ 479.0 $ 575.3 $ 1,657.9 $ 2,929.6 Accumulated goodwill impairment loss at December 31, 2023 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 Accumulated goodwill impairment loss at June 30, 2024 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 _______________ (1) Purchase accounting adjustments, which were recorded during the first quarter 2024, related to the Howden Acquisition. See Note 13, “Business Combinations” for further information. 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) : June 30, 2024 December 31, 2023 Estimated Useful Lives Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 4 to 18 years $ 1,801.1 $ (236.2) $ 1,836.4 $ (185.2) Technology 5 to 18 years 489.3 (97.9) 496.7 (78.8) Patents, backlog and other 2 to 10 years 136.6 (56.8) 138.6 (35.6) Trademarks and trade names 5 to 23 years 2.9 (1.9) 3.3 (1.9) Land use rights 50 years 10.2 (2.0) 10.2 (1.9) Total finite-lived intangible assets 2,440.1 (394.8) 2,485.2 (303.4) Indefinite-lived intangible assets: Trademarks and trade names (2) 600.1 — 610.1 — Total intangible assets $ 3,040.2 $ (394.8) $ 3,095.3 $ (303.4) _______________ (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 June 30, 2024 and December 31, 2023. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Investments | Investments Equity Method Investments The following table presents the activity in equity method investments: Equity Method Investments Balance at December 31, 2023 $ 109.9 Equity in loss of unconsolidated affiliates (1.6) Dividend received from equity method investment (0.7) Foreign currency translation adjustments and other (3.0) Balance at June 30, 2024 $ 104.6 Investments in Equity Securities The following table presents the activity in investments in equity securities: Investment in Equity Securities, Level 1 Investment in Equity Securities, Investments in Equity Securities, All Others (1) Investments Total Balance at December 31, 2023 $ 4.8 $ 6.1 $ 80.3 $ 91.2 New investments — — 13.1 13.1 (Decrease) increase in fair value of investments in equity securities (1.8) (0.4) 0.2 (2.0) Foreign currency translation adjustments and other (0.1) — (0.2) (0.3) Balance at June 30, 2024 $ 2.9 $ 5.7 $ 93.4 $ 102.0 _______________ (1) Consists of investments in equity securities without a readily determinable fair value. Such 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 (the “Closing Date”), 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 Hydrogen Technology & Energy Corporation (“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. Our equity method investment in HTEC was $77.6 and $82.3 at June 30, 2024 and December 31, 2023, respectively. 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 the Closing Date or at June 30, 2024 and December 31, 2023. Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund) On April 5, 2021, we were admitted as an anchor investor in Hy24 (the “ Hydrogen Fund |
Debt and Credit Arrangements
Debt and Credit Arrangements | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements Summary of Outstanding Borrowings The following table represents the components of our borrowings: June 30, December 31, Senior secured and senior unsecured notes: Principal amount, senior secured notes due 2030 $ 1,460.0 $ 1,460.0 Principal amount, senior unsecured notes due 2031 510.0 510.0 Unamortized discount (25.2) (26.9) Unamortized debt issuance costs (30.9) (32.9) Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs 1,913.9 1,910.2 Senior secured revolving credit facilities and term loans: Term loans due March 2030 1,631.0 1,631.0 Senior secured revolving credit facility due April 2029 247.5 102.8 Unamortized discount (33.6) (35.8) Unamortized debt issuance costs (30.4) (32.5) Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs 1,814.5 1,665.5 Convertible notes due November 2024: Principal amount 258.7 258.7 Unamortized debt issuance costs (0.4) (0.9) Convertible notes due November 2024, net of unamortized debt issuance costs 258.3 257.8 Other debt facilities 2.1 1.4 Total debt, net of unamortized debt issuance costs 3,988.8 3,834.9 Less: current maturities (1) 259.8 258.5 Long-term debt $ 3,729.0 $ 3,576.4 _______________ (1) 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 $1.4 of other debt facilities. 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 Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. The effective interest rate on the Secured Notes and Unsecured Notes is 7.8% and 9.9%, respectively, after accounting for original issue discounts and debt issuance costs. 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. Senior Secured Revolving Credit Facility and Term Loans Senior Secured Revolving Credit Facility Our fifth amended and restated credit agreement dated as of April 8, 2024, as amended (the “Credit Agreement”) provides for a senior secured revolving credit facility (the “SSRCF”). The SSRCF had a borrowing capacity of $1,250.0 and includes sub limits for letters of credit and swingline loans. At June 30, 2024, there were $247.5 in borrowings outstanding under the SSRCF bearing an interest rate of 7.2% ( 6.2% as of December 31, 2023 ) and $270.3 in letters of credit and bank guarantees outstanding supported by the SSRCF. As of June 30, 2024 , we had unused borrowing capacity of $732.2. A portion of borrowings outstanding under the SSRCF are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 78.0 million (equivalent to $83.5 ) at June 30, 2024 and euro 88.5 million (equivalent to $97.8 ) at December 31, 2023 . During the three months ended June 30, 2024 and 2023, we recognized unrealized foreign currency gains of $0.9 and $0.1, respectively, relative to the translation of the EUR Revolver Borrowings outstanding. During the six months ended June 30, 2024 and 2023, we recognized an unrealized foreign currency gain of $3.0 and an unrealized foreign currency loss of $1.6, respectively, relative to the translation of the EUR Revolver Borrowings outstanding. These unrealized foreign currency gains and losses are classified within other expense, net in the condensed consolidated statements of operations and comprehensive income (loss) for all periods presented. Significant financial covenants for the SSRCF include financial maintenance covenants that (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 SSRCF includes a number of other customary covenants. At June 30, 2024, we were in compliance with all covenants. Term Loans On October 2, 2023, Chart refinanced the remaining aggregate principal amounts of our term loans plus accrued interest in exchange for term loans in the aggregate principal amount of $1,781.0 (“Amendment No. 5 Term Loan”) which matures on March 18, 2030. On December 4, 2023, Chart voluntarily prepaid a portion of the Amendment No. 5 Term Loan in the amount of $150.0, which effectively prepaid all equal quarterly installments for the life of the loan, and as of June 30, 2024, the aggregate principal amount of $1,631.0 is due at the March 18, 2030 maturity date. As of June 30, 2024, the Amendment No. 5 Term Loan bore an interest rate of 8.7% (8.7% as of December 31, 2023). The effective interest rate on the Amendment No. 5 Term Loan is 9.1% after accounting for original issue discount and debt issuance costs. On July 2, 2024, we entered into an amendment which amends our fifth amended and restated term loan credit agreement. Refer to Note 20 “Subsequent Event” for further discussion. Significant financial covenants and customary events of default for the Amendment No. 5 Term Loan are substantially identical to those in the SSRCF. 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”) and First Supplemental Indenture dated December 31, 2020. 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 effective interest rate on the 2024 Notes is 1.4% after accounting for debt issuance costs. 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. 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 $144.34 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 $377.2 at June 30, 2024. 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 July 1, 2024, the 2024 Notes continue to be convertible at the option of the shareholders. This conversion right, which remains available through the November 15, 2024 maturity date, 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 June 30, 2024. The $258.7 principal amount of the 2024 Notes is due in November 2024 and was classified as a current liability in the condensed consolidated balance sheet at June 30, 2024 and December 31, 2023. There have been no significant conversions as of the date of this filing. Convertible Note Hedge and Warrant Transactions Associated with the 2024 Notes In connection with the pricing of the 2024 Notes, we entered into privately negotiated convertible note hedge transactions (the “Note Hedge Transactions”) with certain parties, including affiliates of the initial purchasers of the 2024 Notes (the “Option Counterparties”) which relate to 4.41 shares of our common stock and represents the number of shares of our common stock underlying the 2024 Notes. These Note Hedge Transactions are expected to reduce the potential dilution upon any future conversion of the 2024 Notes to the extent that the market price per share of our common stock exceeds the conversion price of $58.725 per share. 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. 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 shareholders 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. Other Debt 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. As of June 30, 2024 we had additional capacity of U.S. dollar equivalent $85.6. Certain of our other debt facilities allow us to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. We have letters of credit and bank guarantees outside of our Credit Agreement that totaled U.S. dollar equivalent $135.5 and $134.3 as of June 30, 2024 and December 31, 2023, respectively. Fair Value Disclosures The following table summarizes the carrying values and fair values of our actively quoted debt instruments (1) : June 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Term loans due March 2030 $ 1,567.0 $ 1,640.2 $ 1,562.7 $ 1,631.0 Senior secured notes due 2030 1,422.9 1,510.5 1,420.2 1,533.0 Senior unsecured notes due 2031 491.0 553.0 490.0 555.9 Convertible notes due November 2024 258.3 639.4 257.8 605.4 _______________ (1) The debt instruments noted above are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs. The carrying amounts of borrowings outstanding on our senior secured revolving credit facility approximate fair value, as the interest rate is variable and reflective of market rates (categorized as Level 2 of the fair value hierarchy). |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Shareholders' 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. We used the proceeds to fund the acquisition of Howden. 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. We declared and paid $6.8 and $6.9 in dividends for the three months ended June 30, 2024 and 2023, respectively, and $13.6 and $13.7 for the six months ended June 30, 2024 and 2023, respectively. These dividends were 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 $1,000 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 shareholders 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. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
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. Our Foreign Currency Contracts are measured at fair value with changes in fair value recorded within other expense, net. We classify cash flows related to our Foreign Currency Contracts as operating activities within our condensed consolidated statements of cash flows. 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: June 30, 2024 Notional Fair Value Fair Value Fair Value Other Fair Value Other Derivatives designated as net investment hedge Foreign Exchange Collar Contracts (1) $ 313.9 $ — $ — $ — $ 6.1 Derivatives not designated as hedges Foreign Currency Contracts $ 401.7 $ 1.8 $ — $ 2.8 $ 0.1 December 31, 2023 Notional Fair Value Fair Value Fair Value Other Fair Value Other Derivatives designated as net investment hedge Foreign Exchange Collar Contracts (1) $ 320.8 $ — $ — $ — $ 6.0 Derivatives not designated as hedges Foreign Currency Contracts $ 393.5 $ 1.8 $ 0.1 $ 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) income on the condensed consolidated statements of operations and comprehensive income (loss): Three Months Ended June 30, Six Months Ended June 30, Derivatives designated as net investment hedge 2024 2023 2024 2023 Foreign Exchange Collar Contracts (1) (2) $ (0.1) $ 0.7 $ — $ 1.5 _______________ (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 six months ended June 30, 2024 and 2023. (2) Represents foreign exchange swaps and foreign exchange options. The following table represents the effect that derivative instruments not designated as hedges had on net income: Three Months Ended June 30, Six Months Ended June 30, Derivatives not designated as hedges Location of loss (gain) recognized in income 2024 2023 2024 2023 Foreign Currency Contracts Other expense, net $ 0.7 $ (2.0) $ 3.8 $ 0.5 The following table represents interest income, included within interest expense, net on the condensed consolidated statements of operations and comprehensive income (loss) related to amounts excluded from the assessment of hedge effectiveness for derivative instruments designated as net investment hedges: Three Months Ended June 30, Six Months Ended June 30, Derivatives designated as net investment hedge 2024 2023 2024 2023 Foreign Exchange Collar Contracts (1) (2) $ 0.4 $ 0.4 $ 0.8 $ 0.8 _______________ (1) 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 income (loss), 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. (2) Represents foreign exchange swaps and foreign exchange options. |
Product Warranties
Product Warranties | 6 Months Ended |
Jun. 30, 2024 | |
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 income (loss) . 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, 2023 $ 31.8 Purchase accounting adjustments (1) 4.2 Warranty usage (6.7) Foreign exchange translation effect (0.7) Balance at June 30, 2024 $ 28.6 _______________ (1) Purchase accounting adjustments, which were recorded during the first quarter 2024, related to the Howden Acquisition. See Note 13, “Business Combinations” for further information. |
Business Combinations
Business Combinations | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 $4,387.4. We financed the purchase price for the Howden Acquisition with proceeds from borrowings under our SSRCF, Amendment No. 3 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 Working capital adjustment (17.5) Total ASC 805 purchase price $ 4,387.4 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 estimated the fair value of acquired developed technology and trade names using the relief from royalty method. The fair values of acquired customer backlog and customer relationships were estimated using the multi-period excess earnings method. Under both the relief from royalty and multi-period excess earnings methods, the fair value models incorporated estimates of future cash flows, estimates of allocations of certain assets and cash flows, estimates of future growth rates, and management’s judgment regarding the applicable discount rates to use to discount such estimates of cash flows. The excess of the purchase price over the estimated fair values is assigned to goodwill. The estimated goodwill was established due to expected cost synergies, anticipated growth of new customers, and expansion of equipment portfolio and process technology offerings. Goodwill recorded for the Howden Acquisition is not expected to be deductible for tax purposes. The estimated fair values of the assets acquired and liabilities assumed disclosed in this note are inclusive of businesses identified to be sold as of the acquisition date. On August 18, 2023, we completed the sale of our Roots business, which we acquired as part of the Howden Acquisition. We have categorized the assets and liabilities of these discontinued operations on separate lines in the table below. Refer to Note 2, “Discontinued Operations and Other Businesses Sold” for further information. The purchase price allocation reported at December 31, 2023 was preliminary and was based on provisional fair values. During the first quarter 2024, we received and analyzed new information about certain assets and liabilities, as of the March 17, 2023 acquisition date and subsequently decreased current assets by $10.4, increased current liabilities by $40.1, and decreased long-term deferred tax liabilities by $8.2 for post-closing adjustments, based on this information. During the first quarter of 2024, we finalized the Howden purchase price allocation. The following table summarizes the fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date: Fair Value Net assets acquired: Cash and cash equivalents $ 62.5 Restricted cash 2.6 Accounts receivable 422.7 Inventories 256.8 Unbilled contract revenue 167.8 Prepaid expenses 51.9 Other current assets 101.4 Assets held for sale 225.7 Property, plant and equipment 325.1 Identifiable intangible assets 2,434.5 Equity method investments 12.0 Other assets 117.3 Accounts payable (385.7) Customer advances and billings in excess of contract revenue (233.2) Accrued salaries, wages and benefits (103.3) Accrued income taxes (34.0) Current portion of warranty reserve (38.5) Current portion of long-term debt (1.4) Other current liabilities (158.8) Liabilities held for sale (43.9) Long-term deferred tax liabilities (663.6) Operating lease liabilities (52.3) Finance lease liabilities (8.1) Accrued pension liabilities (6.0) Other long-term liabilities (45.7) Total identifiable net assets assumed 2,405.8 Noncontrolling interest (1) (146.3) Goodwill (2) 2,127.9 Net assets acquired $ 4,387.4 Assets acquired net of cash, cash equivalents and restricted cash $ 4,322.3 _______________ (1) As part of the Howden Acquisition, we acquired 82% of Howden Hua Engineering Co., Ltd, an entity based in China. The noncontrolling interest was valued at $146.0. (2) Includes $102.2 and $49.7 allocated to the Roots and American Fan divestitures, respectively. The following table summarizes information regarding identifiable intangible assets acquired in the Howden Acquisition: Estimated Useful Lives Fair Value Finite-lived intangible assets acquired: Customer relationships 18 years $ 1,533.0 Backlog 3 years 135.0 Technology 5 to 14 years 296.0 Total finite-lived intangible assets acquired 1,964.0 Indefinite-lived intangible assets acquired: Trade names 470.5 Total intangible assets acquired $ 2,434.5 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 $38.7 and pension liabilities of $41.1, a net $2.4 liability. As defined in Note 2, “Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2023, we allocated the acquisition consideration to tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values as of the acquisition date. The 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 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income The components of accumulated other comprehensive (loss) income are as follows: Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at March 31, 2024 $ (42.4) $ (2.5) $ (44.9) Other comprehensive loss before reclassifications, net of taxes (45.1) — (45.1) Amounts reclassified from accumulated other comprehensive loss, net of income taxes — — — Net current-period other comprehensive loss, net of taxes (45.1) — (45.1) Balance at June 30, 2024 $ (87.5) $ (2.5) $ (90.0) Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at March 31, 2023 $ (46.5) $ (7.4) $ (53.9) Other comprehensive loss before reclassifications, net of taxes (1.7) — (1.7) Amounts reclassified from accumulated other comprehensive loss, net of taxes — 0.2 0.2 Net current-period other comprehensive (loss) income, net of taxes (1.7) 0.2 (1.5) Balance at June 30, 2023 $ (48.2) $ (7.2) $ (55.4) Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Balance at December 31, 2023 $ 13.2 $ (2.4) $ 10.8 Other comprehensive loss before reclassifications, net of taxes (100.7) — (100.7) Amounts reclassified from accumulated other comprehensive income (loss), net of taxes — (0.1) (0.1) Net current-period other comprehensive loss, net of taxes (100.7) (0.1) (100.8) Balance at June 30, 2024 $ (87.5) $ (2.5) $ (90.0) 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 before reclassifications, net of taxes 2.3 — 2.3 Amounts reclassified from accumulated other comprehensive loss, net of taxes — 0.3 0.3 Net current-period other comprehensive income, net of taxes 2.3 0.3 2.6 Balance at June 30, 2023 $ (48.2) $ (7.2) $ (55.4) _______________ (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 | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amounts attributable to Chart common shareholders Income (loss) from continuing operations $ 58.8 $ 6.6 $ 72.3 $ (9.3) Less: Mandatory convertible preferred stock dividend requirement 6.8 6.9 13.6 13.7 Income (loss) from continuing operations attributable to Chart 52.0 (0.3) 58.7 (23.0) (Loss) income from discontinued operations, net of tax (0.2) 2.5 (2.4) 3.4 Net income (loss) attributable to Chart common shareholders 51.8 2.2 56.3 (19.6) Earnings per common share – basic: Income (loss) from continuing operations $ 1.24 $ (0.01) $ 1.40 $ (0.55) (Loss) income from discontinued operations (0.01) 0.06 (0.06) 0.08 Net income (loss) attributable to Chart Industries, Inc. $ 1.23 $ 0.05 $ 1.34 $ (0.47) Earnings per common share – diluted: Income (loss) from continuing operations $ 1.10 $ (0.01) $ 1.25 $ (0.55) (Loss) income from discontinued operations — 0.06 (0.05) 0.08 Net income (loss) attributable to Chart Industries, Inc. $ 1.10 $ 0.05 $ 1.20 $ (0.47) Weighted average number of common shares outstanding – basic 42.04 41.97 42.03 41.96 Incremental shares issuable upon assumed conversion and exercise of share-based awards (1) 0.21 0.17 0.19 — Incremental shares issuable due to dilutive effect of convertible notes (1) (2) 2.69 2.38 2.59 — Incremental shares issuable due to dilutive effect of the warrants (1) 2.31 1.93 2.18 — Weighted average number of common shares outstanding – diluted 47.25 46.45 46.99 41.96 _______________ (1) Zero incremental shares from share-based awards, convertible notes or the warrants are included in the computation of diluted net loss per share for periods in which a net loss from continuing operations attributable to Chart because to do so would be anti-dilutive. This is applicable for the six months ended June 30, 2023. (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. The hedge cannot be taken into account under U.S. GAAP because it is anti-dilutive. If the hedge could have been considered, it would have reduced the diluted shares by 2.69 and 2.38 for the three months ended June 30, 2024 and 2023, respectively, and by 2.59 for the six months ended June 30, 2024. For further information, refer to Note 9, “Debt and Credit Arrangements.” Diluted earnings per share does not reflect the following cumulative preferred stock dividends and potential common shares as the effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator Mandatory convertible preferred stock dividend requirement (1) $ 6.8 $ 6.9 $ 13.6 $ 13.7 Denominator Anti-dilutive shares, Share-based awards 0.09 — 0.14 0.18 Anti-dilutive shares, Convertible notes — — — 2.39 Anti-dilutive shares, Warrants — — — 1.94 Anti-dilutive shares, Mandatory convertible preferred stock (1) 2.84 3.41 2.93 3.41 Total anti-dilutive securities 2.93 3.41 3.07 7.92 _______________ (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. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax expense relating to continuing operations of $15.5 and $2.4 for the three months ended June 30, 2024 and 2023, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 19.4% and 22.9%, respectively. Income tax expense (benefit) relating to continuing operations of $24.3 and $(4.3) for the six months ended June 30, 2024 and 2023, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 23.0% and 39.1%, respectively. The effective income tax rates of 19.4% and 23.0% for the three and six months ended June 30, 2024 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate and withholding taxes on foreign earnings not permanently reinvested offset by the release of valuation allowances and research and development credits. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Share-based Compensation | Share-based Compensation During the six months ended June 30, 2024, we granted 0.07 stock options, 0.08 restricted stock units and 0.04 performance units. The total fair value of awards granted to employees during the six months ended June 30, 2024 was $20.8. In addition, our non-employee directors received stock awards with a total fair value of $0.7. 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 six months ended June 30, 2024, 0.05 restricted stock and restricted stock units vested, and 0.02 performance units vested. Share-based compensation expense wa s $4.1 and $2.6 for the three months ended June 30, 2024 and 2023, respectively, and $10.1 and $6.6 for the six months ended June 30, 2024 and 2023. Share-based compensation expense is included in selling, general, and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2024, total share-based compensation of $26.2 is expected to be recognized over the weighted-average period of approximately 2.3 years. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023 were not material. Legal Proceedings We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations, except that our results of operations for any particular reporting period may be adversely affected by any potential or actual loss that is accrued in such period. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect. |
Restructuring Activities
Restructuring Activities | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | Restructuring Activities Restructuring costs of $4.3 and $9.4 for the three and six months ended June 30, 2024, respectively, were primarily related to cost reduction actions relative to Howden integration. Restructuring costs of $5.4 and $7.0 for the three and six months ended June 30, 2023, respectively, were also primarily related to cost reduction actions relative to Howden integration . We closely monitor our end markets and order rates and 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Severance: Cost of sales $ 0.1 $ — $ 0.4 $ — Selling, general, and administrative expenses 0.2 2.7 4.4 3.4 Total severance costs 0.3 2.7 4.8 3.4 Other restructuring: Cost of sales 0.3 — 0.3 — Selling, general, and administrative expenses 3.7 2.7 4.3 3.6 Total other restructuring costs 4.0 2.7 4.6 3.6 Total restructuring costs $ 4.3 $ 5.4 $ 9.4 $ 7.0 The following table summarizes restructuring costs by reportable segment: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cryo Tank Solutions $ 0.5 $ 0.3 $ 1.1 $ 1.1 Heat Transfer Systems 0.4 0.2 0.9 0.2 Specialty Products 1.2 0.5 2.5 0.5 Repair, Service & Leasing 1.9 0.7 4.2 1.5 Corporate 0.3 3.7 0.7 3.7 Total restructuring costs $ 4.3 $ 5.4 $ 9.4 $ 7.0 The following tables summarize our restructuring activities: Balance at March 31, 2024 $ 4.2 Restructuring charges 4.3 Cash payments and other (3.3) Balance at June 30, 2024 $ 5.2 Balance at March 31, 2023 $ 0.7 Restructuring charges 5.4 Cash payments and other (2.3) Balance at June 30, 2023 $ 3.8 Balance at December 31, 2023 $ 1.9 Restructuring charges 9.4 Cash payments and other (6.1) Balance at June 30, 2024 $ 5.2 Balance at December 31, 2022 $ 0.2 Restructuring charges 7.0 Cash payments and other (3.4) Balance at June 30, 2023 $ 3.8 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Term Loans On July 2, 2024, we entered into amendment No. 7 to our Credit Agreement, which among other things reduces the interest rate margins applicable to the term loans due 2030 by 75 basis points from 2.25% to 1.50% in the case of base rate loans, and from 3.25% to 2.50%, in the case of Secured Overnight Financing Rate (“SOFR”) loans and eliminates the 0.10% SOFR credit spread adjustment with respect to the term loans. |
Basis of Preparation (Policies)
Basis of Preparation (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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. |
Reclassifications | Reclassifications: Certain amounts have been reclassified within the condensed consolidated statement of cash flows for the six months ended June 30, 2023 to conform with the current period presentation. |
Recently Issued Accounting Standards (Not Yet Adopted) and Recently Adopted Accounting Standards | Recently Issued Accounting Standards (Not Yet Adopted): In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update enhances the rate reconciliation by requiring an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The update also requires an entity to disclose on an annual basis enhanced information about income taxes paid, income from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently assessing the effect this ASU will have on our disclosures. In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this update improve reportable segment disclosure requirements through enhanced disclosures about significant segment expenses. Among other things, this update requires an entity to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss. The update also requires entities to disclose other segment items, provide all annual disclosures about a reportable segment’s profit and loss and assets currently required by this Topic in interim periods, disclose the title and position of our CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We expect this ASU to result in expanded disclosure of segment financial information, with no impact on our financial position and results of operations. Recently Adopted Accounting Standards: In June 2022, the FASB issued 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. We adopted this guidance effective January 1, 2024. The adoption of this guidance did not have an impact on our financial position, results of operations, and disclosures. |
Discontinued Operations and O_2
Discontinued Operations and Other Businesses Sold (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Summarized Financial Information of Discontinued Operations | The following table represents (loss) income from discontinued operations, net of tax: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales $ — $ 34.9 $ — $ 41.3 Cost of sales — 21.8 — 26.0 Gross profit — 13.1 — 15.3 Selling, general and administrative expenses 0.3 3.8 0.5 4.8 Operating (loss) income (0.3) 9.3 (0.5) 10.5 Other expenses: Interest expense, net — 5.9 — 5.9 Foreign currency loss — 0.1 — 0.1 Other expense, net — 6.0 — 6.0 (Loss) income before income taxes (0.3) 3.3 (0.5) 4.5 Income tax (benefit) expense (0.1) 0.8 (0.1) 1.1 (Loss) income from discontinued operations before loss on sale of business (0.2) 2.5 (0.4) 3.4 Loss on sale of business, net of $0.5 of taxes — — 2.0 — (Loss) income from discontinued operations, net of tax $ (0.2) $ 2.5 $ (2.4) $ 3.4 |
Reportable Segments (Tables)
Reportable Segments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Reportable and Product Sales Information Segments | Segment Financial Information Three Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 165.5 $ 236.7 $ 277.6 $ 360.5 $ — $ — $ 1,040.3 Depreciation and amortization expense 5.5 9.1 6.8 42.9 — 1.7 66.0 Operating income (loss) 16.0 45.1 55.0 98.0 — (46.3) 167.8 Three Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 152.7 $ 236.0 $ 236.7 $ 298.7 $ (16.0) $ — $ 908.1 Depreciation and amortization expense 3.8 8.8 3.6 45.8 — 0.9 62.9 Operating income (loss) 10.5 49.8 29.1 45.6 — (39.3) 95.7 Six Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 325.2 $ 490.3 $ 514.1 $ 661.5 $ (0.1) $ — $ 1,991.0 Depreciation and amortization expense 10.8 18.3 13.9 85.9 — 3.0 131.9 Operating income (loss) 30.0 96.3 80.1 163.1 — (88.8) 280.7 Six Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Corporate Consolidated Sales $ 276.2 $ 403.5 $ 362.9 $ 417.2 $ (20.2) $ — $ 1,439.6 Depreciation and amortization expense 9.4 17.2 12.2 55.7 — 1.7 96.2 Operating income (loss) 14.8 77.1 50.9 78.7 — (91.2) 130.3 Sales by Geography Three Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 68.3 $ 124.8 $ 109.1 $ 145.4 $ — $ 447.6 Europe, Middle East, Africa and India 58.5 43.7 78.1 139.6 — 319.9 Asia-Pacific 33.8 56.1 87.4 60.9 — 238.2 Rest of the World 4.9 12.1 3.0 14.6 — 34.6 Total $ 165.5 $ 236.7 $ 277.6 $ 360.5 $ — $ 1,040.3 Three Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 63.8 $ 147.7 $ 81.8 $ 90.7 $ (6.9) $ 377.1 Europe, Middle East, Africa and India 54.0 30.3 69.2 138.7 (5.7) 286.5 Asia-Pacific 33.3 50.7 80.0 58.3 (3.1) 219.2 Rest of the World 1.6 7.3 5.7 11.0 (0.3) 25.3 Total $ 152.7 $ 236.0 $ 236.7 $ 298.7 $ (16.0) $ 908.1 Six Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 154.3 $ 282.4 $ 201.9 $ 267.5 $ — $ 906.1 Europe, Middle East, Africa and India 104.0 83.9 143.1 260.2 — 591.2 Asia-Pacific 58.1 108.2 159.7 106.0 (0.1) 431.9 Rest of the World 8.8 15.8 9.4 27.8 — 61.8 Total $ 325.2 $ 490.3 $ 514.1 $ 661.5 $ (0.1) $ 1,991.0 Six Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated North America $ 127.2 $ 282.3 $ 153.9 $ 146.4 $ (9.2) $ 700.6 Europe, Middle East, Africa and India 96.0 45.8 102.2 174.8 (7.0) 411.8 Asia-Pacific 50.6 65.0 100.1 81.3 (3.7) 293.3 Rest of the World 2.4 10.4 6.7 14.7 (0.3) 33.9 Total $ 276.2 $ 403.5 $ 362.9 $ 417.2 $ (20.2) $ 1,439.6 |
Schedule of Segment Assets | June 30, December 31, Cryo Tank Solutions $ 739.2 $ 706.1 Heat Transfer Systems 615.0 560.7 Specialty Products 774.7 647.8 Repair, Service & Leasing 956.2 950.1 Total assets of reportable segments 3,085.1 2,864.7 Goodwill 2,929.6 2,906.8 Identifiable intangible assets, net 2,645.4 2,791.9 Corporate 617.4 539.0 Total $ 9,277.5 $ 9,102.4 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of 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 June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 100.5 $ 11.3 $ 78.5 $ 213.4 $ — $ 403.7 Over time 65.0 225.4 199.1 147.1 — 636.6 Total $ 165.5 $ 236.7 $ 277.6 $ 360.5 $ — $ 1,040.3 Three Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 96.5 $ 20.6 $ 58.0 $ 184.6 $ (10.3) $ 349.4 Over time 56.2 215.4 178.7 114.1 (5.7) 558.7 Total $ 152.7 $ 236.0 $ 236.7 $ 298.7 $ (16.0) $ 908.1 Six Months Ended June 30, 2024 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 201.6 $ 21.4 $ 147.5 $ 403.8 $ — $ 774.3 Over time 123.6 468.9 366.6 257.7 (0.1) 1,216.7 Total $ 325.2 $ 490.3 $ 514.1 $ 661.5 $ (0.1) $ 1,991.0 Six Months Ended June 30, 2023 Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Intersegment Eliminations Consolidated Point in time $ 186.8 $ 32.0 $ 61.5 $ 256.1 $ (12.7) $ 523.7 Over time 89.4 371.5 301.4 161.1 (7.5) 915.9 Total $ 276.2 $ 403.5 $ 362.9 $ 417.2 $ (20.2) $ 1,439.6 |
Schedule of Changes in Contract Assets and Contract Liabilities Balances | The following table presents our contract assets and contract liabilities balances: June 30, 2024 December 31, 2023 Contract assets Accounts receivable, net of allowances $ 748.5 $ 758.9 Unbilled contract revenue 661.4 481.7 Contract liabilities Customer advances and billings in excess of contract revenue $ 378.1 $ 376.6 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The following table summarizes the components of inventory: June 30, December 31, Raw materials and supplies $ 280.3 $ 274.8 Work in process 145.5 155.4 Finished goods 128.8 146.1 Total inventories, net $ 554.6 $ 576.3 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of 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 June 30, 2024 December 31, 2023 Assets Operating lease, net $ 68.8 $ 69.1 Finance lease, net 16.1 16.1 Total lease assets $ 84.9 $ 85.2 Liabilities Current: Operating lease liabilities $ 18.6 $ 18.5 Finance lease liabilities 2.5 3.0 Non-current: Operating lease liabilities 50.1 50.7 Finance lease liabilities 14.0 14.2 Total lease liabilities $ 85.2 $ 86.4 Weighted-average remaining lease terms Operating leases 5.1 years 5.1 years Finance leases 7.8 years 7.9 years Weighted-average discount rate Operating leases 7.1% 6.6% Finance leases 6.9% 6.7% |
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 June 30, 2024: Finance Operating 2024 $ 1.8 $ 12.2 2025 2.9 20.2 2026 2.6 14.6 2027 2.5 9.8 2028 2.3 8.1 Thereafter (1) 9.8 17.6 Total future minimum lease payments $ 21.9 $ 82.5 Less: Present value discount (5.4) (13.8) Lease liability $ 16.5 $ 68.7 _______________ (1) As of June 30, 2024, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2028 relate to thirty 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 June 30, 2024: Finance Operating 2024 $ 1.8 $ 12.2 2025 2.9 20.2 2026 2.6 14.6 2027 2.5 9.8 2028 2.3 8.1 Thereafter (1) 9.8 17.6 Total future minimum lease payments $ 21.9 $ 82.5 Less: Present value discount (5.4) (13.8) Lease liability $ 16.5 $ 68.7 _______________ (1) As of June 30, 2024, future minimum lease payments for non-cancelable operating leases for the period subsequent to 2028 relate to thirty 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales-type leases $ 14.8 $ 6.5 $ 25.4 $ 19.2 Operating leases 1.5 1.1 3.1 2.3 Total sales from leases $ 16.3 $ 7.6 $ 28.5 $ 21.5 |
Schedule of Operating Lease, Lease Income | The following table represents sales from sales-type and operating leases: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Sales-type leases $ 14.8 $ 6.5 $ 25.4 $ 19.2 Operating leases 1.5 1.1 3.1 2.3 Total sales from leases $ 16.3 $ 7.6 $ 28.5 $ 21.5 |
Scheduled Payments for Sales-type Leases | The following table represents scheduled payments for sales-type leases as of June 30, 2024: 2024 $ 13.5 2025 26.6 2026 24.5 2027 18.1 2028 15.0 Thereafter 44.5 Total 142.2 Less: unearned income 40.6 Total $ 101.6 |
Schedule of Cost of Equipment Leased | The following table represents the cost of equipment leased to others: June 30, 2024 December 31, 2023 Equipment leased to others, cost $ 26.0 $ 20.6 Less: accumulated depreciation 5.5 4.4 Equipment leased to others, net $ 20.5 $ 16.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill by Segment | The following table represents the changes in goodwill by segment: Cryo Tank Solutions Heat Transfer Systems Specialty Products Repair, Service & Leasing Consolidated Balance at December 31, 2023 $ 219.3 $ 480.4 $ 567.9 $ 1,639.2 $ 2,906.8 Purchase accounting adjustments (1) 2.6 1.3 10.9 27.8 42.6 Foreign currency translation adjustments and other (4.5) (2.7) (3.5) (9.1) (19.8) Balance at June 30, 2024 $ 217.4 $ 479.0 $ 575.3 $ 1,657.9 $ 2,929.6 Accumulated goodwill impairment loss at December 31, 2023 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 Accumulated goodwill impairment loss at June 30, 2024 $ 23.5 $ 49.3 $ 35.8 $ 20.4 $ 129.0 _______________ (1) Purchase accounting adjustments, which were recorded during the first quarter 2024, related to the Howden Acquisition. See Note 13, “Business Combinations” for further information. |
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) : June 30, 2024 December 31, 2023 Estimated Useful Lives Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 4 to 18 years $ 1,801.1 $ (236.2) $ 1,836.4 $ (185.2) Technology 5 to 18 years 489.3 (97.9) 496.7 (78.8) Patents, backlog and other 2 to 10 years 136.6 (56.8) 138.6 (35.6) Trademarks and trade names 5 to 23 years 2.9 (1.9) 3.3 (1.9) Land use rights 50 years 10.2 (2.0) 10.2 (1.9) Total finite-lived intangible assets 2,440.1 (394.8) 2,485.2 (303.4) Indefinite-lived intangible assets: Trademarks and trade names (2) 600.1 — 610.1 — Total intangible assets $ 3,040.2 $ (394.8) $ 3,095.3 $ (303.4) _______________ (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 June 30, 2024 and December 31, 2023. |
Schedule of Indefinite-Lived Intangible Assets | The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1) : June 30, 2024 December 31, 2023 Estimated Useful Lives Gross Accumulated Gross Accumulated Finite-lived intangible assets: Customer relationships 4 to 18 years $ 1,801.1 $ (236.2) $ 1,836.4 $ (185.2) Technology 5 to 18 years 489.3 (97.9) 496.7 (78.8) Patents, backlog and other 2 to 10 years 136.6 (56.8) 138.6 (35.6) Trademarks and trade names 5 to 23 years 2.9 (1.9) 3.3 (1.9) Land use rights 50 years 10.2 (2.0) 10.2 (1.9) Total finite-lived intangible assets 2,440.1 (394.8) 2,485.2 (303.4) Indefinite-lived intangible assets: Trademarks and trade names (2) 600.1 — 610.1 — Total intangible assets $ 3,040.2 $ (394.8) $ 3,095.3 $ (303.4) _______________ (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 June 30, 2024 and December 31, 2023. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, All Other Investments [Abstract] | |
Schedule of Equity Method Investments | The following table presents the activity in equity method investments: Equity Method Investments Balance at December 31, 2023 $ 109.9 Equity in loss of unconsolidated affiliates (1.6) Dividend received from equity method investment (0.7) Foreign currency translation adjustments and other (3.0) Balance at June 30, 2024 $ 104.6 |
Schedule of Investments | The following table presents the activity in investments in equity securities: Investment in Equity Securities, Level 1 Investment in Equity Securities, Investments in Equity Securities, All Others (1) Investments Total Balance at December 31, 2023 $ 4.8 $ 6.1 $ 80.3 $ 91.2 New investments — — 13.1 13.1 (Decrease) increase in fair value of investments in equity securities (1.8) (0.4) 0.2 (2.0) Foreign currency translation adjustments and other (0.1) — (0.2) (0.3) Balance at June 30, 2024 $ 2.9 $ 5.7 $ 93.4 $ 102.0 _______________ (1) |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Borrowings | The following table represents the components of our borrowings: June 30, December 31, Senior secured and senior unsecured notes: Principal amount, senior secured notes due 2030 $ 1,460.0 $ 1,460.0 Principal amount, senior unsecured notes due 2031 510.0 510.0 Unamortized discount (25.2) (26.9) Unamortized debt issuance costs (30.9) (32.9) Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs 1,913.9 1,910.2 Senior secured revolving credit facilities and term loans: Term loans due March 2030 1,631.0 1,631.0 Senior secured revolving credit facility due April 2029 247.5 102.8 Unamortized discount (33.6) (35.8) Unamortized debt issuance costs (30.4) (32.5) Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs 1,814.5 1,665.5 Convertible notes due November 2024: Principal amount 258.7 258.7 Unamortized debt issuance costs (0.4) (0.9) Convertible notes due November 2024, net of unamortized debt issuance costs 258.3 257.8 Other debt facilities 2.1 1.4 Total debt, net of unamortized debt issuance costs 3,988.8 3,834.9 Less: current maturities (1) 259.8 258.5 Long-term debt $ 3,729.0 $ 3,576.4 _______________ (1) 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 $1.4 of other debt facilities. The following table summarizes the carrying values and fair values of our actively quoted debt instruments (1) : June 30, 2024 December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value Term loans due March 2030 $ 1,567.0 $ 1,640.2 $ 1,562.7 $ 1,631.0 Senior secured notes due 2030 1,422.9 1,510.5 1,420.2 1,533.0 Senior unsecured notes due 2031 491.0 553.0 490.0 555.9 Convertible notes due November 2024 258.3 639.4 257.8 605.4 _______________ (1) The debt instruments noted above are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 $1,000 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 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 Notional Fair Value Fair Value Fair Value Other Fair Value Other Derivatives designated as net investment hedge Foreign Exchange Collar Contracts (1) $ 313.9 $ — $ — $ — $ 6.1 Derivatives not designated as hedges Foreign Currency Contracts $ 401.7 $ 1.8 $ — $ 2.8 $ 0.1 December 31, 2023 Notional Fair Value Fair Value Fair Value Other Fair Value Other Derivatives designated as net investment hedge Foreign Exchange Collar Contracts (1) $ 320.8 $ — $ — $ — $ 6.0 Derivatives not designated as hedges Foreign Currency Contracts $ 393.5 $ 1.8 $ 0.1 $ 2.7 $ — _________ (1) Represents foreign exchange swaps and foreign exchange options. |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table represents the net effect derivative instruments designated in hedging relationships had on accumulated other comprehensive (loss) income on the condensed consolidated statements of operations and comprehensive income (loss): Three Months Ended June 30, Six Months Ended June 30, Derivatives designated as net investment hedge 2024 2023 2024 2023 Foreign Exchange Collar Contracts (1) (2) $ (0.1) $ 0.7 $ — $ 1.5 _______________ (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 six months ended June 30, 2024 and 2023. (2) Represents foreign exchange swaps and foreign exchange options. The following table represents the effect that derivative instruments not designated as hedges had on net income: Three Months Ended June 30, Six Months Ended June 30, Derivatives not designated as hedges Location of loss (gain) recognized in income 2024 2023 2024 2023 Foreign Currency Contracts Other expense, net $ 0.7 $ (2.0) $ 3.8 $ 0.5 |
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 income (loss) related to amounts excluded from the assessment of hedge effectiveness for derivative instruments designated as net investment hedges: Three Months Ended June 30, Six Months Ended June 30, Derivatives designated as net investment hedge 2024 2023 2024 2023 Foreign Exchange Collar Contracts (1) (2) $ 0.4 $ 0.4 $ 0.8 $ 0.8 _______________ (1) 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 income (loss), 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. (2) Represents foreign exchange swaps and foreign exchange options. |
Product Warranties (Tables)
Product Warranties (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Rollforward of Consolidated Warranty Reserve | The following table represents changes in our consolidated warranty reserve: Balance at December 31, 2023 $ 31.8 Purchase accounting adjustments (1) 4.2 Warranty usage (6.7) Foreign exchange translation effect (0.7) Balance at June 30, 2024 $ 28.6 _______________ (1) Purchase accounting adjustments, which were recorded during the first quarter 2024, related to the Howden Acquisition. See Note 13, “Business Combinations” for further information. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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 Working capital adjustment (17.5) Total ASC 805 purchase price $ 4,387.4 |
Schedule of Fair Values of the Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date: Fair Value Net assets acquired: Cash and cash equivalents $ 62.5 Restricted cash 2.6 Accounts receivable 422.7 Inventories 256.8 Unbilled contract revenue 167.8 Prepaid expenses 51.9 Other current assets 101.4 Assets held for sale 225.7 Property, plant and equipment 325.1 Identifiable intangible assets 2,434.5 Equity method investments 12.0 Other assets 117.3 Accounts payable (385.7) Customer advances and billings in excess of contract revenue (233.2) Accrued salaries, wages and benefits (103.3) Accrued income taxes (34.0) Current portion of warranty reserve (38.5) Current portion of long-term debt (1.4) Other current liabilities (158.8) Liabilities held for sale (43.9) Long-term deferred tax liabilities (663.6) Operating lease liabilities (52.3) Finance lease liabilities (8.1) Accrued pension liabilities (6.0) Other long-term liabilities (45.7) Total identifiable net assets assumed 2,405.8 Noncontrolling interest (1) (146.3) Goodwill (2) 2,127.9 Net assets acquired $ 4,387.4 Assets acquired net of cash, cash equivalents and restricted cash $ 4,322.3 _______________ (1) As part of the Howden Acquisition, we acquired 82% of Howden Hua Engineering Co., Ltd, an entity based in China. The noncontrolling interest was valued at $146.0. (2) Includes $102.2 and $49.7 allocated to the Roots and American Fan divestitures, respectively. |
Schedule of Identifiable Intangible Assets Acquired | The following table summarizes information regarding identifiable intangible assets acquired in the Howden Acquisition: Estimated Useful Lives Fair Value Finite-lived intangible assets acquired: Customer relationships 18 years $ 1,533.0 Backlog 3 years 135.0 Technology 5 to 14 years 296.0 Total finite-lived intangible assets acquired 1,964.0 Indefinite-lived intangible assets acquired: Trade names 470.5 Total intangible assets acquired $ 2,434.5 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Changes in Accumulated Other Comprehensive (Loss) Income | The components of accumulated other comprehensive (loss) income are as follows: Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at March 31, 2024 $ (42.4) $ (2.5) $ (44.9) Other comprehensive loss before reclassifications, net of taxes (45.1) — (45.1) Amounts reclassified from accumulated other comprehensive loss, net of income taxes — — — Net current-period other comprehensive loss, net of taxes (45.1) — (45.1) Balance at June 30, 2024 $ (87.5) $ (2.5) $ (90.0) Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive loss Balance at March 31, 2023 $ (46.5) $ (7.4) $ (53.9) Other comprehensive loss before reclassifications, net of taxes (1.7) — (1.7) Amounts reclassified from accumulated other comprehensive loss, net of taxes — 0.2 0.2 Net current-period other comprehensive (loss) income, net of taxes (1.7) 0.2 (1.5) Balance at June 30, 2023 $ (48.2) $ (7.2) $ (55.4) Foreign currency translation adjustments (1) Pension liability adjustments, net of taxes Accumulated other comprehensive income (loss) Balance at December 31, 2023 $ 13.2 $ (2.4) $ 10.8 Other comprehensive loss before reclassifications, net of taxes (100.7) — (100.7) Amounts reclassified from accumulated other comprehensive income (loss), net of taxes — (0.1) (0.1) Net current-period other comprehensive loss, net of taxes (100.7) (0.1) (100.8) Balance at June 30, 2024 $ (87.5) $ (2.5) $ (90.0) 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 before reclassifications, net of taxes 2.3 — 2.3 Amounts reclassified from accumulated other comprehensive loss, net of taxes — 0.3 0.3 Net current-period other comprehensive income, net of taxes 2.3 0.3 2.6 Balance at June 30, 2023 $ (48.2) $ (7.2) $ (55.4) _______________ (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) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Net Income (Loss) Per Share | The following table represents calculations of net earnings per share of common stock: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Amounts attributable to Chart common shareholders Income (loss) from continuing operations $ 58.8 $ 6.6 $ 72.3 $ (9.3) Less: Mandatory convertible preferred stock dividend requirement 6.8 6.9 13.6 13.7 Income (loss) from continuing operations attributable to Chart 52.0 (0.3) 58.7 (23.0) (Loss) income from discontinued operations, net of tax (0.2) 2.5 (2.4) 3.4 Net income (loss) attributable to Chart common shareholders 51.8 2.2 56.3 (19.6) Earnings per common share – basic: Income (loss) from continuing operations $ 1.24 $ (0.01) $ 1.40 $ (0.55) (Loss) income from discontinued operations (0.01) 0.06 (0.06) 0.08 Net income (loss) attributable to Chart Industries, Inc. $ 1.23 $ 0.05 $ 1.34 $ (0.47) Earnings per common share – diluted: Income (loss) from continuing operations $ 1.10 $ (0.01) $ 1.25 $ (0.55) (Loss) income from discontinued operations — 0.06 (0.05) 0.08 Net income (loss) attributable to Chart Industries, Inc. $ 1.10 $ 0.05 $ 1.20 $ (0.47) Weighted average number of common shares outstanding – basic 42.04 41.97 42.03 41.96 Incremental shares issuable upon assumed conversion and exercise of share-based awards (1) 0.21 0.17 0.19 — Incremental shares issuable due to dilutive effect of convertible notes (1) (2) 2.69 2.38 2.59 — Incremental shares issuable due to dilutive effect of the warrants (1) 2.31 1.93 2.18 — Weighted average number of common shares outstanding – diluted 47.25 46.45 46.99 41.96 _______________ (1) Zero incremental shares from share-based awards, convertible notes or the warrants are included in the computation of diluted net loss per share for periods in which a net loss from continuing operations attributable to Chart because to do so would be anti-dilutive. This is applicable for the six months ended June 30, 2023. (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. The hedge cannot be taken into account under U.S. GAAP because it is anti-dilutive. If the hedge could have been considered, it would have reduced the diluted shares by 2.69 and 2.38 for the three months ended June 30, 2024 and 2023, respectively, and by 2.59 for the six months ended June 30, 2024. For further information, refer to Note 9, “Debt and Credit Arrangements.” |
Schedule of Antidilutive Securities | Diluted earnings per share does not reflect the following cumulative preferred stock dividends and potential common shares as the effect would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator Mandatory convertible preferred stock dividend requirement (1) $ 6.8 $ 6.9 $ 13.6 $ 13.7 Denominator Anti-dilutive shares, Share-based awards 0.09 — 0.14 0.18 Anti-dilutive shares, Convertible notes — — — 2.39 Anti-dilutive shares, Warrants — — — 1.94 Anti-dilutive shares, Mandatory convertible preferred stock (1) 2.84 3.41 2.93 3.41 Total anti-dilutive securities 2.93 3.41 3.07 7.92 _______________ (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. |
Restructuring Activities (Table
Restructuring Activities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Severance: Cost of sales $ 0.1 $ — $ 0.4 $ — Selling, general, and administrative expenses 0.2 2.7 4.4 3.4 Total severance costs 0.3 2.7 4.8 3.4 Other restructuring: Cost of sales 0.3 — 0.3 — Selling, general, and administrative expenses 3.7 2.7 4.3 3.6 Total other restructuring costs 4.0 2.7 4.6 3.6 Total restructuring costs $ 4.3 $ 5.4 $ 9.4 $ 7.0 The following table summarizes restructuring costs by reportable segment: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Cryo Tank Solutions $ 0.5 $ 0.3 $ 1.1 $ 1.1 Heat Transfer Systems 0.4 0.2 0.9 0.2 Specialty Products 1.2 0.5 2.5 0.5 Repair, Service & Leasing 1.9 0.7 4.2 1.5 Corporate 0.3 3.7 0.7 3.7 Total restructuring costs $ 4.3 $ 5.4 $ 9.4 $ 7.0 |
Schedule of Roll-forward of Restructuring Cost | The following tables summarize our restructuring activities: Balance at March 31, 2024 $ 4.2 Restructuring charges 4.3 Cash payments and other (3.3) Balance at June 30, 2024 $ 5.2 Balance at March 31, 2023 $ 0.7 Restructuring charges 5.4 Cash payments and other (2.3) Balance at June 30, 2023 $ 3.8 Balance at December 31, 2023 $ 1.9 Restructuring charges 9.4 Cash payments and other (6.1) Balance at June 30, 2024 $ 5.2 Balance at December 31, 2022 $ 0.2 Restructuring charges 7.0 Cash payments and other (3.4) Balance at June 30, 2023 $ 3.8 |
Basis of Preparation (Details)
Basis of Preparation (Details) | Jun. 30, 2024 location center |
Accounting Policies [Abstract] | |
Number of locations (locations) | location | 64 |
Number of service centers (centers) | center | 50 |
Discontinued Operations and O_3
Discontinued Operations and Other Businesses Sold - Narratives (Details) - Assets disposed of by sales - USD ($) $ in Millions | 3 Months Ended | ||||
Oct. 31, 2023 | Oct. 26, 2023 | Aug. 18, 2023 | Jun. 11, 2023 | Mar. 31, 2024 | |
Roots Rotary Blowers Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from sale of business | $ 291.9 | ||||
Additional net working capital adjustment | $ 2.5 | ||||
American Fans | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from sale of business | $ 109.7 | ||||
Comfico Fans | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from sale of business | $ 67.4 | ||||
Scenario, Plan | Roots Rotary Blowers Business | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations | |||||
Proceeds from sale of business | $ 300 |
Discontinued Operations and O_4
Discontinued Operations and Other Businesses Sold - (Loss) Income from Discontinued Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other expenses: | ||||
(Loss) income from discontinued operations, net of tax | $ (0.2) | $ 2.5 | $ (2.4) | $ 3.4 |
Assets disposed of by sales | ||||
Summarized Financial Information of Discontinued Operations | ||||
Sales | 0 | 34.9 | 0 | 41.3 |
Cost of sales | 0 | 21.8 | 0 | 26 |
Gross profit | 0 | 13.1 | 0 | 15.3 |
Selling, general and administrative expenses | 0.3 | 3.8 | 0.5 | 4.8 |
Operating (loss) income | (0.3) | 9.3 | (0.5) | 10.5 |
Other expenses: | ||||
Interest expense, net | 0 | 5.9 | 0 | 5.9 |
Foreign currency loss | 0 | 0.1 | 0 | 0.1 |
Other expense, net | 0 | 6 | 0 | 6 |
(Loss) income before income taxes | (0.3) | 3.3 | (0.5) | 4.5 |
Income tax (benefit) expense | (0.1) | 0.8 | (0.1) | 1.1 |
(Loss) income from discontinued operations before loss on sale of business | (0.2) | 2.5 | (0.4) | 3.4 |
Loss on sale of business, net of $0.5 of taxes | 0 | 0 | 2 | 0 |
(Loss) income from discontinued operations, net of tax | $ (0.2) | $ 2.5 | (2.4) | $ 3.4 |
Tax on loss on sale of business | $ 0.5 |
Reportable Segments - Narrative
Reportable Segments - Narratives (Details) | 6 Months Ended |
Jun. 30, 2024 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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information | ||||
Sales | $ 1,040.3 | $ 908.1 | $ 1,991 | $ 1,439.6 |
Depreciation and amortization expense | 66 | 62.9 | 131.9 | 96.2 |
Operating income (loss) | 167.8 | 95.7 | 280.7 | 130.3 |
Operating Segments | Cryo Tank Solutions | ||||
Segment Reporting Information | ||||
Sales | 165.5 | 152.7 | 325.2 | 276.2 |
Depreciation and amortization expense | 5.5 | 3.8 | 10.8 | 9.4 |
Operating income (loss) | 16 | 10.5 | 30 | 14.8 |
Operating Segments | Heat Transfer Systems | ||||
Segment Reporting Information | ||||
Sales | 236.7 | 236 | 490.3 | 403.5 |
Depreciation and amortization expense | 9.1 | 8.8 | 18.3 | 17.2 |
Operating income (loss) | 45.1 | 49.8 | 96.3 | 77.1 |
Operating Segments | Specialty Products | ||||
Segment Reporting Information | ||||
Sales | 277.6 | 236.7 | 514.1 | 362.9 |
Depreciation and amortization expense | 6.8 | 3.6 | 13.9 | 12.2 |
Operating income (loss) | 55 | 29.1 | 80.1 | 50.9 |
Operating Segments | Repair, Service & Leasing | ||||
Segment Reporting Information | ||||
Sales | 360.5 | 298.7 | 661.5 | 417.2 |
Depreciation and amortization expense | 42.9 | 45.8 | 85.9 | 55.7 |
Operating income (loss) | 98 | 45.6 | 163.1 | 78.7 |
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Sales | 0 | (16) | (0.1) | (20.2) |
Depreciation and amortization expense | 0 | 0 | 0 | 0 |
Operating income (loss) | 0 | 0 | 0 | 0 |
Corporate | ||||
Segment Reporting Information | ||||
Sales | 0 | 0 | 0 | 0 |
Depreciation and amortization expense | 1.7 | 0.9 | 3 | 1.7 |
Operating income (loss) | $ (46.3) | $ (39.3) | $ (88.8) | $ (91.2) |
Reportable Segments - Product S
Reportable Segments - Product Sales Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Information | ||||
Sales | $ 1,040.3 | $ 908.1 | $ 1,991 | $ 1,439.6 |
North America | ||||
Segment Reporting Information | ||||
Sales | 447.6 | 377.1 | 906.1 | 700.6 |
Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 319.9 | 286.5 | 591.2 | 411.8 |
Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 238.2 | 219.2 | 431.9 | 293.3 |
Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 34.6 | 25.3 | 61.8 | 33.9 |
Operating Segments | Cryo Tank Solutions | ||||
Segment Reporting Information | ||||
Sales | 165.5 | 152.7 | 325.2 | 276.2 |
Operating Segments | Cryo Tank Solutions | North America | ||||
Segment Reporting Information | ||||
Sales | 68.3 | 63.8 | 154.3 | 127.2 |
Operating Segments | Cryo Tank Solutions | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 58.5 | 54 | 104 | 96 |
Operating Segments | Cryo Tank Solutions | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 33.8 | 33.3 | 58.1 | 50.6 |
Operating Segments | Cryo Tank Solutions | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 4.9 | 1.6 | 8.8 | 2.4 |
Operating Segments | Heat Transfer Systems | ||||
Segment Reporting Information | ||||
Sales | 236.7 | 236 | 490.3 | 403.5 |
Operating Segments | Heat Transfer Systems | North America | ||||
Segment Reporting Information | ||||
Sales | 124.8 | 147.7 | 282.4 | 282.3 |
Operating Segments | Heat Transfer Systems | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 43.7 | 30.3 | 83.9 | 45.8 |
Operating Segments | Heat Transfer Systems | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 56.1 | 50.7 | 108.2 | 65 |
Operating Segments | Heat Transfer Systems | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 12.1 | 7.3 | 15.8 | 10.4 |
Operating Segments | Specialty Products | ||||
Segment Reporting Information | ||||
Sales | 277.6 | 236.7 | 514.1 | 362.9 |
Operating Segments | Specialty Products | North America | ||||
Segment Reporting Information | ||||
Sales | 109.1 | 81.8 | 201.9 | 153.9 |
Operating Segments | Specialty Products | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 78.1 | 69.2 | 143.1 | 102.2 |
Operating Segments | Specialty Products | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 87.4 | 80 | 159.7 | 100.1 |
Operating Segments | Specialty Products | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 3 | 5.7 | 9.4 | 6.7 |
Operating Segments | Repair, Service & Leasing | ||||
Segment Reporting Information | ||||
Sales | 360.5 | 298.7 | 661.5 | 417.2 |
Operating Segments | Repair, Service & Leasing | North America | ||||
Segment Reporting Information | ||||
Sales | 145.4 | 90.7 | 267.5 | 146.4 |
Operating Segments | Repair, Service & Leasing | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 139.6 | 138.7 | 260.2 | 174.8 |
Operating Segments | Repair, Service & Leasing | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 60.9 | 58.3 | 106 | 81.3 |
Operating Segments | Repair, Service & Leasing | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | 14.6 | 11 | 27.8 | 14.7 |
Intersegment Eliminations | ||||
Segment Reporting Information | ||||
Sales | 0 | (16) | (0.1) | (20.2) |
Intersegment Eliminations | North America | ||||
Segment Reporting Information | ||||
Sales | 0 | (6.9) | 0 | (9.2) |
Intersegment Eliminations | Europe, Middle East, Africa and India | ||||
Segment Reporting Information | ||||
Sales | 0 | (5.7) | 0 | (7) |
Intersegment Eliminations | Asia-Pacific | ||||
Segment Reporting Information | ||||
Sales | 0 | (3.1) | (0.1) | (3.7) |
Intersegment Eliminations | Rest of the World | ||||
Segment Reporting Information | ||||
Sales | $ 0 | $ (0.3) | $ 0 | $ (0.3) |
Reportable Segments - Assets (D
Reportable Segments - Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Assets | $ 9,277.5 | $ 9,102.4 |
Goodwill | 2,929.6 | 2,906.8 |
Identifiable intangible assets, net | 2,645.4 | 2,791.9 |
Operating Segments | ||
Assets | ||
Assets | 3,085.1 | 2,864.7 |
Operating Segments | Cryo Tank Solutions | ||
Assets | ||
Assets | 739.2 | 706.1 |
Goodwill | 217.4 | 219.3 |
Operating Segments | Heat Transfer Systems | ||
Assets | ||
Assets | 615 | 560.7 |
Goodwill | 479 | 480.4 |
Operating Segments | Specialty Products | ||
Assets | ||
Assets | 774.7 | 647.8 |
Goodwill | 575.3 | 567.9 |
Operating Segments | Repair, Service & Leasing | ||
Assets | ||
Assets | 956.2 | 950.1 |
Goodwill | 1,657.9 | 1,639.2 |
Corporate | ||
Assets | ||
Assets | $ 617.4 | $ 539 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Sales to external customers | $ 1,040.3 | $ 908.1 | $ 1,991 | $ 1,439.6 |
Point in time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 403.7 | 349.4 | 774.3 | 523.7 |
Over time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 636.6 | 558.7 | 1,216.7 | 915.9 |
Operating Segments | Cryo Tank Solutions | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 165.5 | 152.7 | 325.2 | 276.2 |
Operating Segments | Cryo Tank Solutions | Point in time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 100.5 | 96.5 | 201.6 | 186.8 |
Operating Segments | Cryo Tank Solutions | Over time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 65 | 56.2 | 123.6 | 89.4 |
Operating Segments | Heat Transfer Systems | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 236.7 | 236 | 490.3 | 403.5 |
Operating Segments | Heat Transfer Systems | Point in time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 11.3 | 20.6 | 21.4 | 32 |
Operating Segments | Heat Transfer Systems | Over time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 225.4 | 215.4 | 468.9 | 371.5 |
Operating Segments | Specialty Products | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 277.6 | 236.7 | 514.1 | 362.9 |
Operating Segments | Specialty Products | Point in time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 78.5 | 58 | 147.5 | 61.5 |
Operating Segments | Specialty Products | Over time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 199.1 | 178.7 | 366.6 | 301.4 |
Operating Segments | Repair, Service & Leasing | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 360.5 | 298.7 | 661.5 | 417.2 |
Operating Segments | Repair, Service & Leasing | Point in time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 213.4 | 184.6 | 403.8 | 256.1 |
Operating Segments | Repair, Service & Leasing | Over time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 147.1 | 114.1 | 257.7 | 161.1 |
Intersegment Eliminations | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 0 | (16) | (0.1) | (20.2) |
Intersegment Eliminations | Point in time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | 0 | (10.3) | 0 | (12.7) |
Intersegment Eliminations | Over time | ||||
Disaggregation of Revenue | ||||
Sales to external customers | $ 0 | $ (5.7) | $ (0.1) | $ (7.5) |
Revenue - Change in Contract As
Revenue - Change in Contract Assets and Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Contract assets | ||
Accounts receivable, net of allowances | $ 748.5 | $ 758.9 |
Unbilled contract revenue | 661.4 | 481.7 |
Contract liabilities | ||
Customer advances and billings in excess of contract revenue | $ 378.1 | $ 376.6 |
Revenue - Narratives (Details)
Revenue - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue | ||||
Contract revenue recognized | $ 82.4 | $ 77.4 | $ 219.9 | $ 145.4 |
Remaining performance obligation | $ 4,426 | $ 4,426 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | ||||
Disaggregation of Revenue | ||||
Performance obligations expected to be satisfied, expected timing | 12 months | 12 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | Maximum | ||||
Disaggregation of Revenue | ||||
Revenue, remaining performance obligation (percent) | 62% | 62% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 280.3 | $ 274.8 |
Work in process | 145.5 | 155.4 |
Finished goods | 128.8 | 146.1 |
Total inventories, net | 554.6 | 576.3 |
Inventory valuation reserve | $ 11.8 | $ 9.9 |
Leases - Narratives (Details)
Leases - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Leases [Abstract] | |||||
Operating lease rent expense | $ 6.3 | $ 9.8 | $ 12.4 | $ 14.9 | |
Right of use assets obtained in exchange for finance lease liability | 0.1 | ||||
Right of use assets obtained in exchange for operating lease liability | 6.2 | ||||
Short-term net investment in sales type leases | 26.2 | 26.2 | $ 21.4 | ||
Long-term net investment in sales type leases | $ 75.4 | $ 75.4 | $ 62.1 |
Leases - Schedule of Lease Deta
Leases - Schedule of Lease Details (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Assets | ||
Operating lease, net | $ 68.8 | $ 69.1 |
Finance lease, net | 16.1 | 16.1 |
Total lease assets | $ 84.9 | $ 85.2 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant, and equipment, net | Property, plant, and equipment, net |
Current: | ||
Operating lease liabilities | $ 18.6 | $ 18.5 |
Finance lease liabilities | $ 2.5 | $ 3 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Non-current: | ||
Operating lease liabilities | $ 50.1 | $ 50.7 |
Finance lease liabilities | $ 14 | $ 14.2 |
Finance Lease Liability Noncurrent Statement Of Financial Position Extensible List | Other long-term liabilities | Other long-term liabilities |
Total lease liabilities | $ 85.2 | $ 86.4 |
Weighted-average remaining lease terms | ||
Operating lease (in years) | 5 years 1 month 6 days | 5 years 1 month 6 days |
Finance lease (in years) | 7 years 9 months 18 days | 7 years 10 months 24 days |
Weighted-average discount rate | ||
Operating leases (percent) | 7.10% | 6.60% |
Finance leases (percent) | 6.90% | 6.70% |
Leases - Future Minimum Payment
Leases - Future Minimum Payments (Details) $ in Millions | Jun. 30, 2024 USD ($) facility |
Finance | |
2024 | $ 1.8 |
2025 | 2.9 |
2026 | 2.6 |
2027 | 2.5 |
2028 | 2.3 |
Thereafter | 9.8 |
Total future minimum lease payments | 21.9 |
Less: Present value discount | (5.4) |
Lease liability | 16.5 |
Operating | |
2024 | 12.2 |
2025 | 20.2 |
2026 | 14.6 |
2027 | 9.8 |
2028 | 8.1 |
Thereafter | 17.6 |
Total future minimum lease payments | 82.5 |
Less: Present value discount | (13.8) |
Lease liability | $ 68.7 |
Number of operating contracts | facility | 30 |
Leases - Sales from Sales-Type
Leases - Sales from Sales-Type and Operating Leases (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Sales-type leases | $ 14.8 | $ 6.5 | $ 25.4 | $ 19.2 |
Operating leases | 1.5 | 1.1 | 3.1 | 2.3 |
Total sales from leases | $ 16.3 | $ 7.6 | $ 28.5 | $ 21.5 |
Leases - Payments for Sales-typ
Leases - Payments for Sales-type Leases (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Future scheduled payments for sales-type leases | |
2024 | $ 13.5 |
2025 | 26.6 |
2026 | 24.5 |
2027 | 18.1 |
2028 | 15 |
Thereafter | 44.5 |
Total | 142.2 |
Less: unearned income | 40.6 |
Total | $ 101.6 |
Leases - Cost of Equipment Leas
Leases - Cost of Equipment Leased (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Equipment leased to others, cost | $ 26 | $ 20.6 |
Less: accumulated depreciation | 5.5 | 4.4 |
Equipment leased to others, net | $ 20.5 | $ 16.2 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Rollforward (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill | |
Balance at December 31, 2023 | $ 2,906.8 |
Purchase accounting adjustments | 42.6 |
Foreign currency translation adjustments and other | (19.8) |
Balance at June 30, 2024 | 2,929.6 |
Goodwill Impaired | |
Accumulated goodwill impairment loss at December 31, 2023 | 129 |
Accumulated goodwill impairment loss at June 30, 2024 | 129 |
Operating Segments | Cryo Tank Solutions | |
Goodwill | |
Balance at December 31, 2023 | 219.3 |
Purchase accounting adjustments | 2.6 |
Foreign currency translation adjustments and other | (4.5) |
Balance at June 30, 2024 | 217.4 |
Goodwill Impaired | |
Accumulated goodwill impairment loss at December 31, 2023 | 23.5 |
Accumulated goodwill impairment loss at June 30, 2024 | 23.5 |
Operating Segments | Heat Transfer Systems | |
Goodwill | |
Balance at December 31, 2023 | 480.4 |
Purchase accounting adjustments | 1.3 |
Foreign currency translation adjustments and other | (2.7) |
Balance at June 30, 2024 | 479 |
Goodwill Impaired | |
Accumulated goodwill impairment loss at December 31, 2023 | 49.3 |
Accumulated goodwill impairment loss at June 30, 2024 | 49.3 |
Operating Segments | Specialty Products | |
Goodwill | |
Balance at December 31, 2023 | 567.9 |
Purchase accounting adjustments | 10.9 |
Foreign currency translation adjustments and other | (3.5) |
Balance at June 30, 2024 | 575.3 |
Goodwill Impaired | |
Accumulated goodwill impairment loss at December 31, 2023 | 35.8 |
Accumulated goodwill impairment loss at June 30, 2024 | 35.8 |
Operating Segments | Repair, Service & Leasing | |
Goodwill | |
Balance at December 31, 2023 | 1,639.2 |
Purchase accounting adjustments | 27.8 |
Foreign currency translation adjustments and other | (9.1) |
Balance at June 30, 2024 | 1,657.9 |
Goodwill Impaired | |
Accumulated goodwill impairment loss at December 31, 2023 | 20.4 |
Accumulated goodwill impairment loss at June 30, 2024 | $ 20.4 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Finite-lived and Indefinite-lived Intangible Assets (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 2,440.1 | $ 2,485.2 |
Accumulated Amortization | (394.8) | (303.4) |
Total intangible assets | 3,040.2 | 3,095.3 |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Trademarks and trade names | 600.1 | 610.1 |
Indefinite-lived intangible assets impairment loss | 16 | 16 |
Customer relationships | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | 1,801.1 | 1,836.4 |
Accumulated Amortization | $ (236.2) | (185.2) |
Customer relationships | Minimum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 4 years | |
Customer relationships | Maximum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 18 years | |
Technology | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 489.3 | 496.7 |
Accumulated Amortization | $ (97.9) | (78.8) |
Technology | Minimum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 5 years | |
Technology | Maximum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 18 years | |
Patents, backlog and other | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 136.6 | 138.6 |
Accumulated Amortization | $ (56.8) | (35.6) |
Patents, backlog and other | Minimum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 2 years | |
Patents, backlog and other | Maximum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 10 years | |
Trademarks and trade names | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Gross Carrying Amount | $ 2.9 | 3.3 |
Accumulated Amortization | $ (1.9) | (1.9) |
Trademarks and trade names | Minimum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 5 years | |
Trademarks and trade names | Maximum | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 23 years | |
Land use rights | ||
Schedule of Finite-lived and Indefinite-lived Intangible Assets | ||
Estimated Useful Lives (in years) | 50 years | |
Gross Carrying Amount | $ 10.2 | 10.2 |
Accumulated Amortization | $ (2) | $ (1.9) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Intangible assets amortization expense | $ 47.6 | $ 44.2 | $ 95.5 | $ 66 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Equity Securities | |
Balance at December 31, 2023 | $ 109.9 |
Equity in loss of unconsolidated affiliates | (1.6) |
Dividend received from equity method investment | (0.7) |
Foreign currency translation adjustments and other | (3) |
Balance at June 30, 2024 | $ 104.6 |
Investments - Investments in Eq
Investments - Investments in Equity Securities (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Equity Securities | |
Balance at December 31, 2023 | $ 91.2 |
New investments | 13.1 |
(Decrease) increase in fair value of investments in equity securities | (2) |
Foreign currency translation adjustments and other | (0.3) |
Balance at June 30, 2024 | 102 |
Investment in Equity Securities, Level 1 | |
Equity Securities | |
Balance at December 31, 2023 | 4.8 |
New investments | 0 |
(Decrease) increase in fair value of investments in equity securities | (1.8) |
Foreign currency translation adjustments and other | (0.1) |
Balance at June 30, 2024 | 2.9 |
Investment in Equity Securities, Level 2 | |
Equity Securities | |
Balance at December 31, 2023 | 6.1 |
New investments | 0 |
(Decrease) increase in fair value of investments in equity securities | (0.4) |
Foreign currency translation adjustments and other | 0 |
Balance at June 30, 2024 | 5.7 |
Investments in Equity Securities, All Others | |
Equity Securities | |
Balance at December 31, 2023 | 80.3 |
New investments | 13.1 |
(Decrease) increase in fair value of investments in equity securities | 0.2 |
Foreign currency translation adjustments and other | (0.2) |
Balance at June 30, 2024 | $ 93.4 |
Investments - Co-Investment Agr
Investments - Co-Investment Agreement (Details) € in Millions | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | Sep. 07, 2021 USD ($) | Apr. 05, 2021 USD ($) | Apr. 05, 2021 EUR (€) |
Debt and Equity Securities, FV-NI | |||||
Equity method investments | $ 104,600,000 | $ 109,900,000 | |||
Investments in equity securities | 102,000,000 | 91,200,000 | |||
Capital Commitment Condition One | |||||
Debt and Equity Securities, FV-NI | |||||
Investment, Type [Extensible Enumeration] | Common Stock | Common Stock | |||
HTEC | |||||
Debt and Equity Securities, FV-NI | |||||
Equity method investments | $ 77,600,000 | $ 82,300,000 | |||
Hy24 | |||||
Debt and Equity Securities, FV-NI | |||||
Investments in equity securities | $ 15,200,000 | € 14.2 | |||
Unfunded commitment | $ 38,400,000 | € 35.8 | |||
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) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Oct. 02, 2023 | Dec. 22, 2022 | Nov. 06, 2017 |
Debt Instrument | |||||
Unamortized discount | $ (25,200,000) | $ (26,900,000) | |||
Unamortized debt issuance costs | (30,900,000) | (32,900,000) | |||
Total debt, net of unamortized debt issuance costs | 3,988,800,000 | 3,834,900,000 | |||
Less: current maturities | 259,800,000 | 258,500,000 | |||
Long-term debt | 3,729,000,000 | 3,576,400,000 | |||
Revolving Credit Facility | |||||
Debt Instrument | |||||
Unamortized discount | (33,600,000) | (35,800,000) | |||
Unamortized debt issuance costs | (30,400,000) | (32,500,000) | |||
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | 1,814,500,000 | 1,665,500,000 | |||
Senior Secured And Unsecured Notes | |||||
Debt Instrument | |||||
Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | 1,913,900,000 | 1,910,200,000 | |||
Senior secured notes due 2030 | Secured Debt | |||||
Debt Instrument | |||||
Debt instrument face amount | 1,460,000,000 | 1,460,000,000 | $ 1,460,000,000 | ||
Senior unsecured notes due 2031 | Unsecured Debt | |||||
Debt Instrument | |||||
Debt instrument face amount | 510,000,000 | 510,000,000 | $ 510,000,000 | ||
Term loans due March 2030 | Revolving Credit Facility | |||||
Debt Instrument | |||||
Total debt, net of unamortized debt issuance costs | $ 1,781,000,000 | ||||
Term loans due March 2030 | Term Loan | Revolving Credit Facility | |||||
Debt Instrument | |||||
Debt instrument face amount | 1,631,000,000 | 1,631,000,000 | |||
Senior Secured Revolving Credit Facility Due April 2029 | Secured Debt | Revolving Credit Facility | |||||
Debt Instrument | |||||
Debt instrument face amount | 247,500,000 | 102,800,000 | |||
Convertible notes due November 2024 | Convertible Debt | |||||
Debt Instrument | |||||
Debt instrument face amount | 258,700,000 | 258,700,000 | $ 258,800,000 | ||
Unamortized debt issuance costs | (400,000) | (900,000) | |||
Convertible notes due November 2024, net of unamortized debt issuance costs | 258,300,000 | 257,800,000 | |||
Other debt facilities | |||||
Debt Instrument | |||||
Less: current maturities | 2,100,000 | $ 1,400,000 | |||
Other Debt Facilities | |||||
Debt Instrument | |||||
Less: current maturities | $ 1,400,000 |
Debt and Credit Arrangements _2
Debt and Credit Arrangements - Senior Secured and Unsecured Notes (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 22, 2022 |
Senior secured notes due 2030 | Secured Debt | |||
Debt Instrument | |||
Debt instrument face amount | $ 1,460,000,000 | $ 1,460,000,000 | $ 1,460,000,000 |
Debt instrument stated interest rate (percent) | 7.50% | ||
Issue price (percent) | 98.661% | ||
Debt instrument effective interest rate (percent) | 7.80% | ||
Senior unsecured notes due 2031 | Unsecured Debt | |||
Debt Instrument | |||
Debt instrument face amount | $ 510,000,000 | $ 510,000,000 | $ 510,000,000 |
Debt instrument stated interest rate (percent) | 9.50% | ||
Issue price (percent) | 97.949% | ||
Debt instrument effective interest rate (percent) | 9.90% |
Debt and Credit Arrangements _3
Debt and Credit Arrangements - Senior Secured Revolving Credit Facility and Term Loan (Details) € in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Dec. 04, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 EUR (€) | Apr. 08, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 EUR (€) | Oct. 02, 2023 USD ($) | |
Debt Instrument | ||||||||||
Aggregate principal amount | $ 3,988,800,000 | $ 3,988,800,000 | $ 3,834,900,000 | |||||||
Repayments on credit facilities | $ 1,336,300,000 | $ 384,800,000 | ||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility 2024 | ||||||||||
Debt Instrument | ||||||||||
Maximum borrowing capacity | $ 1,250,000,000 | |||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility Due April 2029 | ||||||||||
Debt Instrument | ||||||||||
Debt instrument stated interest rate (percent) | 7.20% | 7.20% | 7.20% | 6.20% | 6.20% | |||||
Letters of credit outstanding | $ 270,300,000 | $ 270,300,000 | ||||||||
Unused borrowing capacity | 732,200,000 | 732,200,000 | ||||||||
Revolving Credit Facility | Senior Secured Revolving Credit Facility Due April 2029 | Secured Debt | ||||||||||
Debt Instrument | ||||||||||
Debt instrument face amount | 247,500,000 | 247,500,000 | $ 102,800,000 | |||||||
Revolving Credit Facility | Euro senior secured revolving credit facility | ||||||||||
Debt Instrument | ||||||||||
Carrying Value | 83,500,000 | 83,500,000 | € 78 | 97,800,000 | € 88.5 | |||||
Gain (loss) on unrealized foreign currency | 900,000 | $ 100,000 | 3,000,000 | $ (1,600,000) | ||||||
Revolving Credit Facility | Term loans due March 2030 | ||||||||||
Debt Instrument | ||||||||||
Aggregate principal amount | $ 1,781,000,000 | |||||||||
Repayments on credit facilities | $ 150,000,000 | |||||||||
Revolving Credit Facility | Term loans due March 2030 | Term Loan | ||||||||||
Debt Instrument | ||||||||||
Debt instrument face amount | $ 1,631,000,000 | $ 1,631,000,000 | $ 1,631,000,000 | |||||||
Debt instrument stated interest rate (percent) | 8.70% | 8.70% | 8.70% | 8.70% | 8.70% | |||||
Carrying Value | $ 1,567,000,000 | $ 1,567,000,000 | $ 1,562,700,000 | |||||||
Debt instrument effective interest rate (percent) | 9.10% |
Debt and Credit Arrangements _4
Debt and Credit Arrangements - 2024 Convertible Notes (Details) - Convertible notes due November 2024 - Convertible Debt $ / shares in Units, shares in Thousands | 6 Months Ended | |||
Oct. 31, 2017 $ / shares shares | Jun. 30, 2024 USD ($) day $ / shares | Dec. 31, 2023 USD ($) | Nov. 06, 2017 USD ($) | |
Debt Instrument | ||||
Debt instrument stated interest rate (percent) | 1% | |||
Debt instrument face amount | $ | $ 258,700,000 | $ 258,700,000 | $ 258,800,000 | |
Debt instrument effective interest rate (percent) | 1.40% | |||
Share conversion rate | 0.0170285 | |||
Debt instrument, conversion price (usd per share) | $ 58.725 | $ 58.725 | ||
Debt instrument, conversion premium (percent) | 35% | |||
Share price (usd per share) | $ 43.50 | $ 144.34 | ||
Value of securities above principal amount of debt if converted | $ | $ 377,200,000 | |||
Debt instrument, threshold for consecutive trading days | day | 20 | |||
Debt instrument, threshold for consecutive trading days | day | 30 | |||
Applicable conversion price threshold (percent) | 130% | |||
Maximum days after five trading days | 5 days | |||
Debt instrument, convertible, threshold consecutive trading days, measurement period | 10 days | |||
Applicable conversion price, less than (percent) | 97% | |||
Trigger price (usd per share) | $ 76.3425 | |||
Number of shares underlying warrant (shares) | shares | 4,410 | |||
Percentage above previous sales price (percent) | 65% | |||
Maximum | ||||
Debt Instrument | ||||
Debt instrument, conversion price (usd per share) | $ 71.775 |
Debt and Credit Arrangements _5
Debt and Credit Arrangements - Other Debt Facilities (Details) - Revolving Credit Facility - Foreign Facilities - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Instrument | ||
Line of credit remaining borrowing amount | $ 85.6 | |
Letters of credit outstanding | $ 135.5 | $ 134.3 |
Debt and Credit Arrangements _6
Debt and Credit Arrangements - Carrying Value and Fair Value Disclosures (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Term Loan | Term loans due March 2030 | Revolving Credit Facility | ||
Debt Instrument | ||
Carrying Value | $ 1,567 | $ 1,562.7 |
Fair Value | 1,640.2 | 1,631 |
Secured Debt | Senior secured notes due 2030 | ||
Debt Instrument | ||
Carrying Value | 1,422.9 | 1,420.2 |
Fair Value | 1,510.5 | 1,533 |
Unsecured Debt | Senior unsecured notes due 2031 | ||
Debt Instrument | ||
Carrying Value | 491 | 490 |
Fair Value | 553 | 555.9 |
Convertible Debt | Convertible notes due November 2024 | ||
Debt Instrument | ||
Carrying Value | 258.3 | 257.8 |
Fair Value | $ 639.4 | $ 605.4 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narratives (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 13, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 23, 2022 | |
Preferred Units | |||||||
Liquidation preference | $ 1,000 | $ 1,000 | $ 1,000 | ||||
Preferred stock, par value (usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Mandatory convertible preferred stock dividend requirement | $ 6,800,000 | $ 6,900,000 | $ 13,600,000 | $ 13,700,000 | |||
Anti-dilutive shares, Mandatory convertible preferred stock | |||||||
Preferred Units | |||||||
Conversion of shares | 5% | ||||||
Convertible shares, conversion price (shares) | 20 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Range Two | Minimum | |||||||
Preferred Units | |||||||
Mandatory conversion of preferred stock (shares) | 7.0520 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Range Two | Maximum | |||||||
Preferred Units | |||||||
Mandatory conversion of preferred stock (shares) | 8.4620 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Range One | Minimum | |||||||
Preferred Units | |||||||
Mandatory conversion of preferred stock (shares) | 7.0520 | ||||||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Range Three | Maximum | |||||||
Preferred Units | |||||||
Mandatory conversion of preferred stock (shares) | 8.4620 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Public Offering | |||||||
Preferred Units | |||||||
Sale of stock, number of shares issued in transaction (shares) | 8,050,000 | ||||||
Conversion of shares | 5% | ||||||
Dividend rate (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 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Public Offering | Underwriters | |||||||
Preferred Units | |||||||
Sale of stock, number of shares issued in transaction (shares) | 1,050,000 | ||||||
Anti-dilutive shares, Mandatory convertible preferred stock | Public Offering | Range Two | |||||||
Preferred Units | |||||||
Liquidation preference | $ 1,000 | ||||||
Common Stock | Range Two | Minimum | |||||||
Preferred Units | |||||||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||||||
Common Stock | Range Two | Maximum | |||||||
Preferred Units | |||||||
Daily depository conversion rate (usd per share) | $ 0.4231 | ||||||
Common Stock | Range One | Minimum | |||||||
Preferred Units | |||||||
Daily depository conversion rate (usd per share) | $ 0.3526 | ||||||
Common Stock | Range Three | Maximum | |||||||
Preferred Units | |||||||
Daily depository conversion rate (usd per share) | $ 0.4231 |
Shareholders' Equity - Schedule
Shareholders' Equity - Schedule of Mandatory Convertible Preferred Stock (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 23, 2022 | Dec. 13, 2022 |
Preferred Units | ||||
Liquidation preference | $ 1,000 | $ 1,000 | ||
Range One | Minimum | Convertible preferred stock | ||||
Preferred Units | ||||
Mandatory conversion of preferred stock (shares) | 7.0520 | |||
Daily depository conversion rate (usd per share) | $ 0.3526 | |||
Range One | Minimum | Common Stock | ||||
Preferred Units | ||||
Daily depository conversion rate (usd per share) | $ 0.3526 | |||
Range One | Maximum | Convertible preferred stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | $ 141.8037 | |||
Range One | Maximum | Common Stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | 141.8037 | |||
Range Two | Convertible preferred stock | Public Offering | ||||
Preferred Units | ||||
Liquidation preference | $ 1,000 | |||
Range Two | Common Stock | ||||
Preferred Units | ||||
Depository shares, liquidation preference (usd per share) | 50 | |||
Range Two | Minimum | Convertible preferred stock | ||||
Preferred Units | ||||
Mandatory conversion of preferred stock (shares) | 7.0520 | |||
Range Two | Minimum | Convertible preferred stock | Common Stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | 118.1754 | |||
Range Two | Minimum | Common Stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | 141.8037 | |||
Daily depository conversion rate (usd per share) | 0.3526 | |||
Range Two | Maximum | Convertible preferred stock | ||||
Preferred Units | ||||
Mandatory conversion of preferred stock (shares) | 8.4620 | |||
Range Two | Maximum | Convertible preferred stock | Common Stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | 141.8037 | |||
Range Two | Maximum | Common Stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | 118.1754 | |||
Daily depository conversion rate (usd per share) | 0.4231 | |||
Range Three | Minimum | Convertible preferred stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | 118.1754 | |||
Range Three | Minimum | Common Stock | ||||
Preferred Units | ||||
Threshold conversion of convertible shares (shares) | $ 118.1754 | |||
Range Three | Maximum | Convertible preferred stock | ||||
Preferred Units | ||||
Mandatory conversion of preferred stock (shares) | 8.4620 | |||
Range Three | Maximum | Common Stock | ||||
Preferred Units | ||||
Daily depository conversion rate (usd per share) | $ 0.4231 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Schedule of Fair Value of Asset and Liabilities Derivatives (Details) - Foreign Exchange Contract - Net Investment Hedging - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 |
Designated as Hedging Instrument | ||
Derivative | ||
Derivative instrument notional amount | $ 313.9 | $ 320.8 |
Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative instrument notional amount | 401.7 | 393.5 |
Fair Value Other Current Assets | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 1.8 | 1.8 |
Fair Value Other Assets | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative assets, at fair value | 0 | 0.1 |
Fair Value Other Current Liabilities | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative liabilities, at fair value | 2.8 | 2.7 |
Fair Value Other Long-Term Liabilities | Designated as Hedging Instrument | ||
Derivative | ||
Derivative liabilities, at fair value | 6.1 | 6 |
Fair Value Other Long-Term Liabilities | Not Designated as Hedging Instrument | ||
Derivative | ||
Derivative liabilities, at fair value | $ 0.1 | $ 0 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Foreign Exchange Contract | Designated as Hedging Instrument | ||||
Derivative | ||||
Unrealized (loss) gain recognized in accumulated other comprehensive loss on derivatives, net of taxes | $ (0.1) | $ 0.7 | $ 0 | $ 1.5 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Schedule of (Loss) Income (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Foreign Exchange Contract | Other expense, net | ||||
Derivative | ||||
Amount of gain (loss) recognized in income | $ 0.7 | $ (2) | $ 3.8 | $ 0.5 |
Derivative Financial Instrume_6
Derivative Financial Instruments - Schedule of Interest Rate Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Foreign Exchange Contract | Net Investment Hedging | ||||
Derivative | ||||
Amount of gain recognized in income on derivative (amount excluded from effectiveness testing) | $ 0.4 | $ 0.4 | $ 0.8 | $ 0.8 |
Product Warranties (Details)
Product Warranties (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Movement in Standard Product Warranty Accrual | |
Balance at December 31, 2023 | $ 31.8 |
Purchase accounting adjustments | 4.2 |
Warranty usage | (6.7) |
Foreign exchange translation effect | (0.7) |
Balance at June 30, 2024 | $ 28.6 |
Business Combinations - Narrati
Business Combinations - Narratives (Details) - Howden Industries - USD ($) $ in Millions | 3 Months Ended | |
Mar. 17, 2023 | Jun. 30, 2024 | |
Business Acquisition | ||
Acquisitions purchase price | $ 4,387.4 | |
Decrease related current assets adjustments | $ (10.4) | |
Increase related to current liabilities adjustments | 40.1 | |
Decrease related to long-term deferred tax liabilities | $ (8.2) | |
Pension assets | 38.7 | |
Pension liabilities | 41.1 | |
Pension assets and pension liabilities, net | $ 2.4 |
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 |
Working capital adjustment | (17.5) |
Total consideration | $ 4,387.4 |
Business Combinations - Fair Va
Business Combinations - Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jun. 30, 2024 | Dec. 31, 2023 | Mar. 17, 2023 |
Net assets acquired: | |||
Goodwill | $ 2,929.6 | $ 2,906.8 | |
Roots Rotary Blowers Business | |||
Net assets acquired: | |||
Goodwill | $ 102.2 | ||
American Fans | |||
Net assets acquired: | |||
Goodwill | 49.7 | ||
Howden Industries | |||
Net assets acquired: | |||
Cash and cash equivalents | 62.5 | ||
Restricted cash | 2.6 | ||
Accounts receivable | 422.7 | ||
Inventories | 256.8 | ||
Unbilled contract revenue | 167.8 | ||
Prepaid expenses | 51.9 | ||
Other current assets | 101.4 | ||
Assets held for sale | 225.7 | ||
Property, plant and equipment | 325.1 | ||
Identifiable intangible assets | 2,434.5 | ||
Equity method investments | 12 | ||
Other assets | 117.3 | ||
Accounts payable | (385.7) | ||
Customer advances and billings in excess of contract revenue | (233.2) | ||
Accrued salaries, wages and benefits | (103.3) | ||
Accrued income taxes | (34) | ||
Current portion of warranty reserve | (38.5) | ||
Current portion of long-term debt | (1.4) | ||
Other current liabilities | (158.8) | ||
Liabilities held for sale | (43.9) | ||
Long-term deferred tax liabilities | (663.6) | ||
Operating lease liabilities | (52.3) | ||
Finance lease liabilities | (8.1) | ||
Accrued pension liabilities | (6) | ||
Other long-term liabilities | (45.7) | ||
Total identifiable net assets assumed | 2,405.8 | ||
Noncontrolling interest | (146.3) | ||
Goodwill | 2,127.9 | ||
Net assets acquired | 4,387.4 | ||
Assets acquired net of cash, cash equivalents and restricted cash | 4,322.3 | ||
Howden Industries | Howden Hua Engineering Co | |||
Net assets acquired: | |||
Noncontrolling interest | $ (146) | ||
Noncontrolling interest, ownership percentage (percent) | 82% |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - Howden Industries $ in Millions | Mar. 17, 2023 USD ($) |
Acquired Indefinite-lived Intangible Assets | |
Finite lived intangible assets acquired | $ 1,964 |
Total intangible assets acquired | 2,434.5 |
Trade names | |
Acquired Indefinite-lived Intangible Assets | |
Indefinite-lived intangible assets acquired | $ 470.5 |
Customer relationships | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 18 years |
Finite lived intangible assets acquired | $ 1,533 |
Backlog | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 3 years |
Finite lived intangible assets acquired | $ 135 |
Technology | |
Acquired Indefinite-lived Intangible Assets | |
Finite lived intangible assets acquired | $ 296 |
Technology | Minimum | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 5 years |
Technology | Maximum | |
Acquired Indefinite-lived Intangible Assets | |
Estimated Useful Lives (in years) | 14 years |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income - Accumulated Other Comprehensive (Loss) Income Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accumulated Other Comprehensive Loss | ||||
Beginning balance | $ 2,894.3 | $ 2,706.9 | $ 2,939 | $ 2,684.3 |
Other comprehensive loss before reclassifications, net of taxes | (45.1) | (1.7) | (100.7) | 2.3 |
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | 0 | 0.2 | (0.1) | 0.3 |
Net current-period other comprehensive loss, net of taxes | (45.1) | (1.5) | (100.8) | 2.6 |
Ending balance | 2,909.1 | 2,807.2 | 2,909.1 | 2,807.2 |
Accumulated other comprehensive income (loss) | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (44.9) | (53.9) | 10.8 | (58) |
Ending balance | (90) | (55.4) | (90) | (55.4) |
Foreign currency translation adjustments | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (42.4) | (46.5) | 13.2 | (50.5) |
Other comprehensive loss before reclassifications, net of taxes | (45.1) | (1.7) | (100.7) | 2.3 |
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | 0 | 0 | 0 | 0 |
Net current-period other comprehensive loss, net of taxes | (45.1) | (1.7) | (100.7) | 2.3 |
Ending balance | (87.5) | (48.2) | (87.5) | (48.2) |
Pension liability adjustments, net of taxes | ||||
Accumulated Other Comprehensive Loss | ||||
Beginning balance | (2.5) | (7.4) | (2.4) | (7.5) |
Other comprehensive loss before reclassifications, net of taxes | 0 | 0 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | 0 | 0.2 | (0.1) | 0.3 |
Net current-period other comprehensive loss, net of taxes | 0 | 0.2 | (0.1) | 0.3 |
Ending balance | $ (2.5) | $ (7.2) | $ (2.5) | $ (7.2) |
Earnings Per Share - Calculatio
Earnings Per Share - Calculation of Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Amounts attributable to Chart common shareholders | ||||
Income (loss) from continuing operations | $ 58.8 | $ 6.6 | $ 72.3 | $ (9.3) |
Less: Mandatory convertible preferred stock dividend requirement | 6.8 | 6.9 | 13.6 | 13.7 |
Income (loss) from continuing operations attributable to Chart | 52 | (0.3) | 58.7 | (23) |
(Loss) income from discontinued operations, net of tax | (0.2) | 2.5 | (2.4) | 3.4 |
Net income (loss) attributable to Chart common shareholders — basic | 51.8 | 2.2 | 56.3 | (19.6) |
Net income (loss) attributable to Chart common shareholders — diluted | $ 51.8 | $ 2.2 | $ 56.3 | $ (19.6) |
Earnings per common share – basic: | ||||
Income (loss) from continuing operations (usd per share) | $ 1.24 | $ (0.01) | $ 1.40 | $ (0.55) |
(Loss) income from discontinued operations (usd per share) | (0.01) | 0.06 | (0.06) | 0.08 |
Net income (loss) attributable to Chart Industries, Inc. — basic (usd per share) | 1.23 | 0.05 | 1.34 | (0.47) |
Earnings per common share – diluted: | ||||
Income (loss) from continuing operations (usd per share) | 1.10 | (0.01) | 1.25 | (0.55) |
(Loss) income from discontinued operations (usd per share) | 0 | 0.06 | (0.05) | 0.08 |
Net income (loss) attributable to Chart Industries, Inc. — diluted (usd per share) | $ 1.10 | $ 0.05 | $ 1.20 | $ (0.47) |
Weighted average number of common shares outstanding — basic (shares) | 42,040 | 41,970 | 42,030 | 41,960 |
Incremental shares issuable upon assumed conversion and exercise of share-based awards (shares) | 210 | 170 | 190 | 0 |
Incremental shares issuable due to dilutive effect of convertible notes (shares) | 2,690 | 2,380 | 2,590 | 0 |
Incremental shares issuable due to dilutive effect of the warrants (shares) | 2,310 | 1,930 | 2,180 | 0 |
Weighted average number of common shares outstanding — diluted (shares) | 47,250 | 46,450 | 46,990 | 41,960 |
Earnings Per Share - Narratives
Earnings Per Share - Narratives (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Oct. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||||
Incremental shares issuable due to dilutive effect of convertible notes (shares) | 2,690 | 2,380 | 2,590 | 0 | |
Convertible notes due November 2024 | Convertible Debt | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||||
Debt instrument, conversion price (usd per share) | $ 58.725 | $ 58.725 | $ 58.725 | ||
Convertible notes due November 2024 | Convertible Debt | Maximum | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||||
Debt instrument, conversion price (usd per share) | $ 71.775 |
Earnings Per Share - Antidiluti
Earnings Per Share - Antidilutive Securities (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Mandatory convertible preferred stock dividend requirement | $ 6.8 | $ 6.9 | $ 13.6 | $ 13.7 |
Total anti-dilutive securities | 2,930 | 3,410 | 3,070 | 7,920 |
Anti-dilutive shares, Share-based awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 90 | 0 | 140 | 180 |
Anti-dilutive shares, Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 0 | 0 | 0 | 2,390 |
Anti-dilutive shares, Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 0 | 0 | 0 | 1,940 |
Anti-dilutive shares, Mandatory convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||||
Total anti-dilutive securities | 2,840 | 3,410 | 2,930 | 3,410 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ 15.5 | $ 2.4 | $ 24.3 | $ (4.3) |
Effective income tax rate (percent) | 19.40% | 22.90% | 23% | 39.10% |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, fair value of awards granted | $ 20.8 | |||
Allocated share-based compensation expense | $ 4.1 | $ 2.6 | 10.1 | $ 6.6 |
Share based compensation expense not yet recognized | $ 26.2 | $ 26.2 | ||
Period in which unrecognized share based compensation will be recognized (in years) | 2 years 3 months 18 days | |||
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, fair value of restricted shares granted | $ 0.7 | |||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, shares granted (shares) | 70 | |||
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) | 80 | |||
Share-based compensation, vesting period (in years) | 3 years | |||
Share-based compensation, shares vested other than options (shares) | 50 | |||
Performance Shares | ||||
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) | 20 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based compensation, shares vested other than options (shares) | 50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jun. 30, 2024 USD ($) property | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | ||
Number of properties (property) | property | 1 | |
Accrued environmental reserve | $ | $ 0 | $ 0 |
Restructuring Activities - Narr
Restructuring Activities - Narratives (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring costs | $ 4.3 | $ 5.4 | $ 9.4 | $ 7 |
Restructuring Activities - Rest
Restructuring Activities - Restructuring Charges (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve | ||||
Total severance costs | $ 0.3 | $ 2.7 | $ 4.8 | $ 3.4 |
Total other restructuring costs | 4 | 2.7 | 4.6 | 3.6 |
Total restructuring costs | 4.3 | 5.4 | 9.4 | 7 |
Cost of sales | ||||
Restructuring Cost and Reserve | ||||
Total severance costs | 0.1 | 0 | 0.4 | 0 |
Total other restructuring costs | 0.3 | 0 | 0.3 | 0 |
Selling, general, and administrative expenses | ||||
Restructuring Cost and Reserve | ||||
Total severance costs | 0.2 | 2.7 | 4.4 | 3.4 |
Total other restructuring costs | $ 3.7 | $ 2.7 | $ 4.3 | $ 3.6 |
Restructuring Activities - Roll
Restructuring Activities - Rollforward (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Reserve | ||||
Beginning balance, restructuring accrual | $ 4.2 | $ 0.7 | $ 1.9 | $ 0.2 |
Restructuring charges | 4.3 | 5.4 | 9.4 | 7 |
Cash payments and other | (3.3) | (2.3) | (6.1) | (3.4) |
Ending balance, restructuring accrual | 5.2 | 3.8 | 5.2 | 3.8 |
Operating Segments | Cryo Tank Solutions | ||||
Restructuring Reserve | ||||
Restructuring charges | 0.5 | 0.3 | 1.1 | 1.1 |
Operating Segments | Heat Transfer Systems | ||||
Restructuring Reserve | ||||
Restructuring charges | 0.4 | 0.2 | 0.9 | 0.2 |
Operating Segments | Specialty Products | ||||
Restructuring Reserve | ||||
Restructuring charges | 1.2 | 0.5 | 2.5 | 0.5 |
Operating Segments | Repair, Service & Leasing | ||||
Restructuring Reserve | ||||
Restructuring charges | 1.9 | 0.7 | 4.2 | 1.5 |
Corporate | ||||
Restructuring Reserve | ||||
Restructuring charges | $ 0.3 | $ 3.7 | $ 0.7 | $ 3.7 |
Subsequent Event (Details)
Subsequent Event (Details) - Revolving Credit Facility - Term loans due March 2030 - Subsequent Event | Jul. 02, 2024 | Jul. 01, 2024 |
Base Rate | ||
Subsequent Event | ||
Decrease in interest rate margin | 0.0075 | |
Debt instrument variable interest rate (percent) | 1.50% | 2.25% |
Secured Overnight Financing Rate (SOFR) | ||
Subsequent Event | ||
Debt instrument variable interest rate (percent) | 2.50% | 3.25% |
Credit spread adjustment on variable rate | 0.10% |