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Business Combinations (Tables) | 3 Months Ended
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Mar. 31, 2024
Business Combination and Asset Acquisition [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 Recognized Identified Assets Acquired in Business Combination | 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 |
Schedule of Pro Forma Disclosures | The following unaudited pro forma combined financial information for the three months ended March 31, 2023 gives effect to the Howden Acquisition, and the Roots and American Fan divestitures, as if each occurred on January 1, 2022. 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.
|  |  |  | Three Months Ended March 31, 2023
Pro forma sales from continuing operations |  |  |  |  |  |  | $ | 836.7 |
Pro forma net loss attributable to Chart Industries, Inc. from continuing operations |  |  |  |  |  |  | (73.1) |

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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