Discontinued Operations and Other Businesses Sold or to be Sold

9 Months Ended

Sep. 30, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Other Businesses Sold or to be Sold

Roots™ Divestiture

On June 11, 2023, we signed a definitive agreement to divest our Roots™ (“Roots”) business, which we acquired as part of the Howden acquisition and is within the Specialty Products, Cryo Tank Solutions and Repair, Service & Leasing segments, to Ingersoll Rand Inc. (“buyer”). Pursuant to the Purchase Agreement and subject to the terms and conditions set forth therein, the business was sold to the 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.

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.

The Company recognized a pre-tax gain on sale of $5.0 for the nine months ended September 30, 2023.

Summarized Financial Information of Discontinued Operations

The following table represents income from discontinued operations, net of tax:


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023 (1)
Sales	$	17.5	$	58.8
Cost of sales	15.4		41.4
Gross profit	2.1		17.4
Selling, general, and administrative expenses	2.1		6.9



Operating income	—		10.5
Other expenses:

Interest expense, net	3.0		8.9




Foreign currency loss	—		0.1
Other expense, net	3.0		9.0
(Loss) income before income taxes	(3.0)		1.5
Income tax expense	0.5		1.6
Loss from discontinued operations before gain on sale of business	(3.5)		(0.1)
Gain on sale of business, net of $7.5 taxes (2)	(2.5)		(2.5)
Total loss from discontinued operations, net of tax	$	(6.0)	$	(2.6)

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(1)The Roots business was acquired on March 17, 2023 and held for sale until the sale was completed on August 18, 2023.

(2)The gain on sale of the Roots business was $5.0 before taxes for both the three and nine months ended September 30, 2023.

The following table represents a summary of cash flows related to discontinued operations:


Net cash provided by (used in):	Nine Months Ended September 30, 2023
Operating activities	$	3.9
Investing activities	(2.6)
Net cash provided by discontinued operations	$	1.3

There was no income from discontinued operations for the three and nine months ended September 30, 2022 or cash flows from discontinued operations for the nine months ended September 30, 2022.

Other Businesses Sold or to be Sold

Also, as previously announced, on July 26, 2023 we signed a definitive agreement to sell our Cofimco fans business (“Cofimco”) to PX3 Partners, the London headquartered private equity firm, for an $80.0 purchase price. The transaction is anticipated to close on October 31, 2023. Cofimco operates within our Heat Transfer Systems and Repair, Service & Leasing segments.

We have determined that the planned disposal of Cofimco meets the criteria for held for sale presentation as of September 30, 2023. The financial position of Cofimco is presented as held for sale in our condensed consolidated balance sheet at September 30, 2023 and consists of goodwill, identifiable intangible assets, and other net assets of $22.5, $27.1, and $6.6, respectively. Financial results of Cofimco are reported in continuing operations. No loss has been recognized on designation as held for sale.

We signed and closed on the divestiture of our American Fans business for $111.0 all-cash to Arcline Investment Management, L.P. on October 26, 2023 (multiples in-line with prior Chart transactions). Effective as of October 26, 2023, the business is no longer part of Chart. American Fans operated within all four of our segments. Also on October 26, 2023 we

signed definitive documentation with respect to the sale of our Cryo Diffusion business for 4.25 million euros, with the closing anticipated to occur on October 31, 2023.