Business Combinations (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

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 Recognized Identified Assets Acquired In Business Combination

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed in the Howden Acquisition as of the acquisition date:


	Preliminary Estimated Fair Value
Net assets acquired:
Cash and cash equivalents	$	62.5
Restricted cash	2.6
Accounts receivable	427.5
Inventories	260.0
Unbilled contract revenue	168.1
Prepaid expenses	51.9
Other current assets	103.3
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	117.8
Accounts payable	(373.2)
Customer advances and billings in excess of contract revenue	(233.2)
Accrued salaries, wages and benefits	(103.0)
Accrued income taxes	(28.5)
Current portion of warranty reserve	(34.3)
Current portion of long-term debt (1)	(1.4)
Other current liabilities	(141.2)
Liabilities held for sale	(43.9)
Long-term deferred tax liabilities	(671.8)
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	2,448.4
Noncontrolling interest (2)	(146.3)
Goodwill (3)	2,085.3
Net assets acquired	$	4,387.4

Assets acquired net of cash, cash equivalents and restricted cash	$	4,322.3

_______________

(1)Represents the balance related to short term debt held in Other Debt Facilities. Refer to Note 10, “Debt and Credit Arrangements.”

(2)As part of the Howden Acquisition, we acquired a noncontrolling interest which owns 82% of Howden Hua Engineering Co., Ltd, an entity based in China which is valued at $146.0.

(3)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 preliminary identifiable assets acquired in the Howden Acquisition:


	Estimated Useful Lives	Preliminary Estimated Asset 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

Schedule of Pro Forma Disclosures

The following unaudited pro forma combined financial information for the years ended December 31, 2023, 2022 and 2021 gives effect to the Howden Acquisition and the Roots and American Fan divestitures, as if both occurred on January 1, 2021. The unaudited pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management of the Company. In addition, the unaudited pro forma information is not intended to be a projection of future results and does not reflect any operating efficiencies or cost savings that might be achievable.

The following adjustments are reflected in the unaudited pro forma financial table below:

•the effect of increased interest expense related to the repayment of the Howden term loans, senior notes and revolving credit facility net of the additional borrowing on the Chart senior secured revolving credit facility and senior secured and unsecured notes,

•amortization of acquired intangible assets,

•an adjustment to reflect the change in the estimated income tax rate for federal and state purposes,

•nonrecurring acquisition-related expenses incurred by Howden prior to the close of and directly attributable to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented, and

•nonrecurring acquisition-related expenses incurred by Chart and directly related to the Howden Acquisition were adjusted out of the pro forma net loss attributable to Chart Industries, Inc. from continuing operations for the periods presented.


	Year Ended December 31,
	2023		2022		2021
Pro forma sales from continuing operations	$	3,657.7	$	3,314.6	$	2,893.8
Pro forma net loss attributable to Chart Industries, Inc. from continuing operations	6.1		164.0		171.8

Schedule Of Changes In Contingent Consideration

The following table represents the changes to our contingent consideration liabilities:


	SES		BIG		MP		Total
Balance at December 31, 2022	$	16.3	$	1.0	$	—	$	17.3
(Decrease) increase in fair value of contingent consideration liabilities (1) (2)	(9.2)		0.7		(0.2)		(8.7)
Acquired contingent consideration liabilities	—		—		2.9		2.9
Payment of contingent consideration	—		(1.7)		(2.7)		(4.4)
Balance at December 31, 2023	$	7.1	$	—	$	—	$	7.1

_______________

(1)For the year ended December 31, 2023, the fair value of contingent consideration related to SES decreased by $9.2 (decreased by $2.8 for the year ended December 31, 2022 and increased by $2.2 for the year ended December 31, 2021). On December 31, 2023, the measurement period for technical milestones tranche of the SES earn-out, with potential payments that ranged from $0.0 to $12.5, was not met and resulted in a reduction of the fair value of contingent consideration during 2023.

(2)For the year ended December 31, 2023, the fair value of contingent consideration related to BIG increased by $0.7 (decreased by $1.1 during both the years ended December 31, 2022 and 2021).