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Discontinued Operations and Other Businesses Sold
 12 Months Ended
Dec. 31, 2023
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™ (“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. (NYSE: IR) (“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 after customary estimated closing working capital adjustments. The purchase price is subject to an additional net working capital adjustment, which is expected to settle in the first half 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 consolidated statements of income and comprehensive income as discontinued operations for our entire ownership period of March 17, 2023 through August 18, 2023.
We recognized a pre-tax gain on sale of $5.0 for the year ended December 31, 2023.
Summarized Financial Information of Discontinued Operations
The following table represents income from discontinued operations, net of tax:
Year Ended December 31,
2023 (1)
2022 (3)
Sales$58.8 $— 
Cost of sales41.4 — 
Gross profit17.4 — 
Selling, general, and administrative expenses7.4 74.8 
Operating income10.0 (74.8)
Other expenses:
Interest expense, net8.9 — 
Foreign currency loss0.1 — 
Other expense, net9.0 — 
Income (loss) before income taxes1.0 (74.8)
Income tax expense (benefit)1.2 (17.2)
Loss from discontinued operations before gain on sale of business(0.2)(57.6)
Loss on sale of business, net of $5.4 taxes (2)
0.4 — 
Total loss from discontinued operations, net of tax$(0.6)$(57.6)
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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 the year ended December 31, 2023.
(3)Loss from discontinued operations, net of tax for the year ended December 31, 2022 relates to the divestiture of our cryobiological products business and the associated legal claims that Chart retained after the divestiture. We recognized a contingent liability and related legal fees and other third party expenses net of an insurance receivable and income taxes during the year ended December 31, 2022. See Note 21, “Commitments and Contingencies” for further information.
There was no income from discontinued operations for the year ended December 31, 2021.
Other Businesses Sold
On October 26, 2023, we signed and closed on the divestiture of our American Fan business for $111.0 all-cash to Arcline Investment Management, L.P with net proceeds totaling $109.8 after customary estimated closing working capital adjustments. The purchase price is subject to an additional net working capital adjustment. We recognized a pre-tax gain on sale of $7.6, which is recorded within other income in the consolidated statement of income for the year ended December 31, 2023. American Fans operated within all four of our segments.
On October 26, 2023, we signed definitive documentation with respect to the sale of our Cryo Diffusion business for euro 4.25 million (equivalent to $4.5). The sale completed on October 31, 2023 and we recognized a pre-tax loss on sale of euro 5.7 million (equivalent to $6.1), which is recorded within other income in the consolidated statement of income for the year ended December 31, 2023. Cryo Diffusion operated within our Cryo Tank Solutions, Heat Transfer Systems and Repair, Service & Leasing segments.
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 a base purchase price of $73.6 computed as the previously announced $80.0 purchase price less purchaser’s due diligence expenses and an amount equal to $5.6 which represents an estimate of net financial debt of Cofimco (as defined in the sale and purchase agreement). The purchase price is subject to an additional net working capital adjustment. The sale completed on October 31, 2023, and we recognized a pre-tax gain on sale of $3.1, which is recorded within other income in the consolidated statement of income for the year ended December 31, 2023. Cofimco operated within our Heat Transfer Systems and Repair, Service & Leasing segments.
Financial results of the American Fan business, Cofimco and Cryo Diffusion business are reported in continuing operations for the periods of Chart ownership.