XML 24 R14.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Investments | 9 Months Ended
--- | ---
Sep. 30, 2022
Investments, All Other Investments [Abstract] |
Investments | Investments Equity Method Investments The following table represents the activity in equity method investments:
|  | Equity Method Investments (1) (2) (3)
Balance at December 31, 2021 |  | $ | 99.6 |
New investments |  | 0.5 |
Reclassification due to acquisition of investee (4) |  | (0.8) |
Realized gain on equity method investment (4) |  | 0.3 |
Equity in loss of unconsolidated affiliates |  | (0.3) |
Foreign currency translation adjustments and other |  | (7.6) |
Balance at September 30, 2022 |  | $ | 91.7 |
_______________ (1)Cryomotive: Our equity method investment in Cryomotive GmbH (“Cryomotive”) was $4.9 and $7.1 at September 30, 2022 and December 31, 2021, respectively. Equity in loss of unconsolidated affiliates, net of this investment was $0.4 and $0.3 for the three months ended September 30, 2022 and 2021, respectively, and $1.3 and $0.3 for the nine months ended September 30, 2022 and 2021, respectively, and is classified in equity in (loss) earnings of unconsolidated affiliates, net in the condensed consolidated statements of income for the three and nine months ended September 30, 2022 and in selling, general and administrative expenses for the three and nine months ended September 30, 2021. (2)HTEC: Our equity method investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) was $79.6 and $86.4 at September 30, 2022 and December 31, 2021, respectively. The decrease in value for the nine months ended September 30, 2022 was driven by foreign currency translation. We recognized $0.2 in equity in earnings of unconsolidated affiliates, net of this investment for the three months ended September 30, 2022 and $0.3 in equity in loss of unconsolidated affiliates, net for the nine months ended September 30, 2022. (3)Hudson Products: Also included in our equity method investments is a 50% ownership interest in a joint venture with Hudson Products de Mexico S.A. de CV which totaled $4.0 and $3.3 at September 30, 2022 and December 31, 2021, respectively. This investment is operated and managed by our joint venture partner and as such, we do not have control over the joint venture and therefore it is not consolidated. We recognized equity in earnings of unconsolidated affiliates, net of this investment of $0.3 and $0.1 for the three months ended September 30, 2022 and 2021, respectively, and $0.9 and $0.2 for the nine months ended September 30, 2022 and 2021, respectively. Liberty LNG: Additionally, we have a 25% ownership interest in Liberty LNG, which totaled $2.8 and $2.4 at September 30, 2022 and December 31, 2021, respectively. We recognized equity in earnings of unconsolidated affiliates, net of this investment of $0.2 and $0.1 for the three months ended September 30, 2022 and 2021, respectively, and $0.4 and $0.2 for the nine months ended September 30, 2022 and 2021, respectively. We have another immaterial investment in an unconsolidated affiliate of $0.4 for all periods presented. (4)AdEdge India: In connection with our acquisition of AdEdge Holdings, LLC (“AdEdge”), we recorded a 50% ownership interest in a joint venture in AdEdge India at a fair value of $0.5. On May 4, 2022, we completed the acquisition of the remaining 50% of the shares of our joint venture in AdEdge India. On the acquisition date, we recognized a gain of $0.3 from the remeasurement of our initial 50% of the shares in the joint venture, which is classified as realized gain on equity method investment in the condensed consolidated statements of income for the three and nine months ended September 30, 2022. See Note 10, “Business Combinations” for further information regarding the AdEdge India acquisition. Investments in Equity Securities The following table summarizes the components of our investments in equity securities:
| Investment in Equity Securities, Level 1 (1) |  | Investment in Equity Securities, Level 2 (1) |  | Investments in Equity Securities, All Others (2) |  | Investments Total
Balance at December 31, 2021 | $ | 31.3 |  |  | $ | 6.2 |  |  | $ | 40.3 |  |  | $ | 77.8 |
New investments (3) | — |  |  | — |  |  | 4.4 |  |  | 4.4 |
Change in fair value of investments in equity securities | (16.1) |  |  | 5.2 |  |  | — |  |  | (10.9) |
Foreign currency translation adjustments and other | (3.4) |  |  | — |  |  | (1.0) |  |  | (4.4) |
Balance at September 30, 2022 | $ | 11.8 |  |  | $ | 11.4 |  |  | $ | 43.7 |  |  | $ | 66.9 |
_______________ (1)McPhy: Investment in equity securities Level 1 includes our investment in McPhy (Euronext Paris: MCPHY - ISIN; FR001742329). McPhy’s common stock trades on the Euronext Paris stock exchange and therefore we measure our investment in McPhy using Level 1 fair value inputs. The fair value of our investment in McPhy was $11.8 and $31.3 at September 30, 2022 and December 31, 2021, respectively. We recognized an unrealized loss in our investment in McPhy of $4.1 and $6.0 for the three months ended September 30, 2022 and 2021, respectively, and an unrealized loss of $16.1 and $25.8 for the nine months ended September 30, 2022 and 2021, respectively. Stabilis: Investment in equity securities Level 2 includes our investment in Stabilis Energy, Inc. (NasdaqCM: SLNG) (“Stabilis”). Stabilis represents an instrument with quoted prices that trades less frequently than certain of our other exchange-traded instruments and therefore we measure our investment in Stabilis using Level 2 fair value inputs. The fair value of our investment in Stabilis was $11.4 and $6.2 at September 30, 2022 and December 31, 2021, respectively. We recognized an unrealized gain of $5.4 and an unrealized loss of $4.3 for the three months ended September 30, 2022 and 2021, respectively, and an unrealized gain of $5.2 and $6.3 for the nine months ended September 30, 2022 and 2021, respectively, in our investment in Stabilis. (2)Transform: The fair value of our investment in Transform Materials LLC (“Transform Materials”) was $25.1 at both September 30, 2022 and December 31, 2021. Svante: The fair value of our investment in Svante Inc. (“Svante”) was $15.1 at both September 30, 2022 and December 31, 2021. (3)Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund): During the first quarter of 2022, we completed an investment in Hy24. Our investment in Hy24 is measured at fair value using the net asset value (“NAV”) per share practical expedient and is not classified in the fair value hierarchy. The fair value of our investment in the Hy24 was euro 1.5 million (equivalent to $1.5) at September 30, 2022. See “Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund)” below for further information. Cemvita Factory Inc., Gold Hydrogen LLC: During the first quarter of 2022, we completed an investment in Gold Hydrogen LLC (“Gold Hydrogen”) in the amount of $1.0. During the third quarter of 2022, we invested an additional $1.0 in Gold Hydrogen. This investment is measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and is included in the investments in equity securities, all others category in the table above. As of September 30, 2022, the value of the investment was $2.0. Gold Hydrogen is a subsidiary company established by Cemvita Factory, Inc. focused on commercializing viable technologies for the subsurface production of biohydrogen. Our investments in Transform Materials, Svante and Gold Hydrogen represent equity instruments without a readily determinable fair value. Co-Investment Agreement On September 7, 2021, we entered into a Co-Investment Agreement with I Squared Capital (“ISQ”), an infrastructure-focused private equity firm (the “Co-Investment Agreement”), pursuant to which Chart and ISQ have agreed to the following: •In the following circumstances, ISQ shall have the right but not the obligation to require Chart to purchase all (and not less than all) of the shares of HTEC common stock acquired as part of ISQ’s investment described above (the “Put Option”): i.the third anniversary of the Closing Date, ii.the date Chart undergoes a change of control (subject to certain exceptions), iii.the date upon which Chart, during the period from the Closing Date through the third anniversary of the Closing Date, has made certain distributions to its shareholders (including cash or other dividends, or via a spin-off transaction), in excess of $900.0, iv.the date, if any, upon which our leverage ratio exceeds certain thresholds and v.the date, if any, of a bankruptcy event (including certain insolvency-related actions) involving Chart. •In the event that ISQ exercises its Put Option, we shall pay to ISQ an amount in cash in exchange for the HTEC common stock then held by ISQ such that ISQ shall realize the greater of (i) an internal rate of return of 10% and (ii) a multiple on ISQ’s invested capital of 1.65x. •Conversely, at any time after the third anniversary of the Closing Date, we shall have the right to purchase from ISQ up to 20% of the shares of HTEC common stock acquired as part of the ISQ Investment. In exchange for the common stock, we shall pay ISQ the greater of (i) an internal rate of return of 12.5% and (ii) a multiple on ISQ’s invested capital of 1.65x. •In addition, we shall have (i) a right of first offer: if ISQ desires to transfer any of its HTEC common stock to any third party, we shall have the right to first offer provided that upon notice, we shall have the option to make a first offer to purchase the offered interest in cash exclusively and (ii) a right of first refusal: if ISQ desires to sell its HTEC common stock to any third party pursuant to a definitive agreement therewith, we shall have the right of first refusal provided that the purchase consideration paid by Chart to ISQ upon our exercise of such right of first refusal must be equal to 102% of the purchase consideration agreed to be paid by such third party. •The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock. Accounting Treatment of Put and Call Options We record the Put and Call Options (together “the Options”) at fair value and record any change in fair value through earnings at each reporting period. The fair value of the Options was not material on September 30, 2022. Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund) As previously announced on April 5, 2021, we were admitted as an anchor investor in Hy24 (the “Hydrogen Fund”). Hy24 is a joint venture between Ardian, Europe’s largest private investment house with managed assets of c. $114 billion, and FiveT Hydrogen, a new investment manager specialized purely on clean hydrogen investments. As discussed in the “Investments in Equity Securities” section above, our investment to date is euro 1.5 million, making our unfunded commitment euro 48.5 million. The fund manager of the Hydrogen Fund (the “Management Company”) has established a Limited Partners Advisory Committee (the “LPAC”), which met for the first time in January 2022, to consult with and help advise the Management Company with respect to certain key decisions governing the fund that the Management Company shall make. The LPAC is expected be comprised by up to fifteen (15) members, the majority of whom shall be chosen by certain industrial investors and who shall be (i) representatives of the anchor investors and (ii) subject to any remaining available seats, representatives of the non-anchor investors selected by the Management Company. Class A1 Shares, which we hold, are entitled to the return of any associated paid-up capital contributions (excluding any subscription premium or default interest, if any), the Preferred Return calculated thereon as described below, and their share of the Hydrogen Fund’s capital gain beyond the Preferred Return in accordance with the order of distributions set forth in the by-laws of the Hydrogen Fund (in each case to the extent of available funds). The “Preferred Return” equals an annual interest rate of seven percent (7%) if fifteen percent (15%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments; provided, however, that such seven percent (7%) interest rate shall be reduced in a linear fashion to six and one-half percent (6.5%) if twenty percent (20%) of the Hydrogen Fund’s aggregate capital commitments from all investors is invested in strategic investments. In October 2022, the Management Company closed the Hydrogen Fund at euro 2.0 billion of capital commitments, exceeding initial ambitions. The Hydrogen Fund shall determine the net asset value of each class of its shares at the end of each quarter (including the Class A1 Shares that we hold), which will be used to record the fair value of our investment. The Hydrogen Fund will have a term of twelve (12) years, commencing from December 16th, 2021, subject to certain potential extensions. Investors cannot request the redemption of their shares by the Hydrogen Fund at any time prior to the final liquidation of the fund. Capital calls will be made by the Management Company in accordance with investment opportunities and the financing needs of the Hydrogen Fund’s activities. The Management Company is required to send capital call requests to investors at least ten (10) business days prior to their deadline for payment. In the event that, following any capital call made by the Management Company, an investor of the Hydrogen Fund does not timely fund all or any portion of its capital commitment required thereby, such investor will be charged interest thereon equal to the Preferred Return plus one-half percent (0.5%), and shall not be entitled to receive distributions from the Hydrogen Fund until it is no longer delinquent.

X
- Definition The entire disclosure for investment. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 321 -URI https://asc.fasb.org/topic&trid=75115024 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 320 -URI https://asc.fasb.org/topic&trid=2196928 Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 325 -URI https://asc.fasb.org/topic&trid=2197064 Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI https://asc.fasb.org/topic&trid=2196965 + Details
Name: | us-gaap_InvestmentTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_InvestmentsAllOtherInvestmentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration