x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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34-1712937
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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Item 1.
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Financial Statements
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
142.8
|
|
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$
|
122.6
|
|
Accounts receivable, less allowances of $10.4 and $10.8
|
207.3
|
|
|
222.7
|
|
||
Inventories, net
|
223.1
|
|
|
208.9
|
|
||
Unbilled contract revenue
|
37.7
|
|
|
37.0
|
|
||
Prepaid expenses
|
16.7
|
|
|
15.4
|
|
||
Other current assets
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22.4
|
|
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27.4
|
|
||
Total Current Assets
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650.0
|
|
|
634.0
|
|
||
Property, plant, and equipment, net
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305.0
|
|
|
297.6
|
|
||
Goodwill
|
475.0
|
|
|
468.8
|
|
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Identifiable intangible assets, net
|
300.0
|
|
|
302.5
|
|
||
Other assets
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22.1
|
|
|
21.8
|
|
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TOTAL ASSETS
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$
|
1,752.1
|
|
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$
|
1,724.7
|
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LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
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$
|
124.4
|
|
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$
|
113.9
|
|
Customer advances and billings in excess of contract revenue
|
114.7
|
|
|
110.2
|
|
||
Accrued salaries, wages, and benefits
|
33.5
|
|
|
49.1
|
|
||
Current portion of warranty reserve
|
14.0
|
|
|
14.1
|
|
||
Short-term debt and current portion of long-term debt
|
63.0
|
|
|
58.9
|
|
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Other current liabilities
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32.4
|
|
|
41.4
|
|
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Total Current Liabilities
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382.0
|
|
|
387.6
|
|
||
Long-term debt
|
449.2
|
|
|
439.2
|
|
||
Long-term deferred tax liabilities
|
62.9
|
|
|
62.5
|
|
||
Accrued pension liabilities
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9.1
|
|
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9.4
|
|
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Other long-term liabilities
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20.3
|
|
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20.8
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|
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Total Liabilities
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923.5
|
|
|
919.5
|
|
||
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|
||||
Equity
|
|
|
|
||||
Common stock, par value $0.01 per share – 150,000,000 shares authorized, 30,972,880 and 30,804,832 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively
|
0.3
|
|
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0.3
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|
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Additional paid-in capital
|
448.0
|
|
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445.7
|
|
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Retained earnings
|
372.4
|
|
|
364.3
|
|
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Accumulated other comprehensive income (loss)
|
4.3
|
|
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(8.1
|
)
|
||
Total Chart Industries, Inc. Shareholders’ Equity
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825.0
|
|
|
802.2
|
|
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Noncontrolling interests
|
3.6
|
|
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3.0
|
|
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Total Equity
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828.6
|
|
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805.2
|
|
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TOTAL LIABILITIES AND EQUITY
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$
|
1,752.1
|
|
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$
|
1,724.7
|
|
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Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Sales
|
$
|
279.7
|
|
|
$
|
204.1
|
|
Cost of sales
|
202.6
|
|
|
148.4
|
|
||
Gross profit
|
77.1
|
|
|
55.7
|
|
||
Selling, general, and administrative expenses
|
54.1
|
|
|
52.4
|
|
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Amortization expense
|
6.1
|
|
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3.0
|
|
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Operating expenses
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60.2
|
|
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55.4
|
|
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Operating income
|
16.9
|
|
|
0.3
|
|
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Other expenses:
|
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|
||||
Interest expense, net
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6.4
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4.4
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Financing costs amortization
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0.3
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0.3
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Foreign currency loss
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1.6
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0.3
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Other expenses, net
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8.3
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5.0
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|
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Income (loss) before income taxes
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8.6
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|
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(4.7
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)
|
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Income tax expense (benefit)
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2.3
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(1.8
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)
|
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Net income (loss)
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6.3
|
|
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(2.9
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)
|
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Less: Income attributable to noncontrolling interests, net of taxes
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0.5
|
|
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—
|
|
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Net income (loss) attributable to Chart Industries, Inc.
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$
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5.8
|
|
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$
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(2.9
|
)
|
Net income (loss) attributable to Chart Industries, Inc. per common share:
|
|
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|
||||
Basic
|
$
|
0.19
|
|
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$
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(0.09
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)
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Diluted
|
$
|
0.18
|
|
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$
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(0.09
|
)
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Weighted-average number of common shares outstanding:
|
|
|
|
||||
Basic
|
30.91
|
|
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30.70
|
|
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Diluted
|
31.66
|
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30.70
|
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|
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Comprehensive income (loss), net of taxes
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$
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18.8
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$
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(0.3
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)
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Less: Comprehensive income (loss) attributable to noncontrolling interests, net of taxes
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0.6
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|
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(0.1
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)
|
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Comprehensive income (loss) attributable to Chart Industries, Inc., net of taxes
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$
|
18.2
|
|
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$
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(0.2
|
)
|
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Three Months Ended March 31,
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||||||
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2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
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|
||||
Net income (loss)
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$
|
6.3
|
|
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$
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(2.9
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
13.7
|
|
|
9.2
|
|
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Interest accretion of convertible notes discount
|
2.5
|
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|
3.3
|
|
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Employee share-based compensation expense
|
3.2
|
|
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6.3
|
|
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Financing costs amortization
|
0.3
|
|
|
0.3
|
|
||
Unrealized foreign currency transaction (gain) loss
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(0.4
|
)
|
|
0.2
|
|
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Other non-cash operating activities
|
0.3
|
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0.6
|
|
||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
||||
Accounts receivable
|
17.9
|
|
|
16.2
|
|
||
Inventory
|
(21.6
|
)
|
|
(20.9
|
)
|
||
Unbilled contract revenues and other assets
|
6.4
|
|
|
(4.9
|
)
|
||
Accounts payable and other liabilities
|
(18.6
|
)
|
|
(10.6
|
)
|
||
Customer advances and billings in excess of contract revenue
|
13.0
|
|
|
4.4
|
|
||
Net Cash Provided By Operating Activities
|
23.0
|
|
|
1.2
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(6.6
|
)
|
|
(8.4
|
)
|
||
Government grants
|
0.1
|
|
|
0.2
|
|
||
Acquisition of businesses, net of cash acquired
|
(12.5
|
)
|
|
(23.2
|
)
|
||
Net Cash Used In Investing Activities
|
(19.0
|
)
|
|
(31.4
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings on revolving credit facilities
|
38.0
|
|
|
2.2
|
|
||
Repayments on revolving credit facilities
|
(26.8
|
)
|
|
(3.6
|
)
|
||
Payments for debt issuance costs
|
(0.2
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
1.2
|
|
|
—
|
|
||
Common stock repurchases
|
(2.2
|
)
|
|
(1.8
|
)
|
||
Net Cash Provided By (Used In) Financing Activities
|
10.0
|
|
|
(3.2
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
3.9
|
|
|
0.7
|
|
||
Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents
|
17.9
|
|
|
(32.7
|
)
|
||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period
(1)
|
131.4
|
|
|
282.9
|
|
||
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD
(1)
|
$
|
149.3
|
|
|
$
|
250.2
|
|
(1)
|
Includes restricted cash of
$6.5
(
$5.5
in other current assets and
$1.0
in other assets) at
March 31, 2018
and
$8.7
(
$7.7
in other current assets and
$1.0
in other assets) at
December 31, 2017
. For further information regarding restricted cash and restricted cash equivalents balances, refer to Note
5
, “
Debt and Credit Arrangements
.”
|
|
Balance at December 31, 2017
|
|
Adjustments due to ASC 606
|
|
Balance at January 1, 2018
|
||||||
Assets
|
|
|
|
|
|
||||||
Inventories, net
|
$
|
208.9
|
|
|
$
|
(11.6
|
)
|
|
$
|
197.3
|
|
Unbilled contract revenue
|
37.0
|
|
|
6.5
|
|
|
43.5
|
|
|||
Prepaid expenses
|
15.4
|
|
|
(1.6
|
)
|
|
13.8
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
113.9
|
|
|
$
|
0.2
|
|
|
$
|
114.1
|
|
Customer advances and billings in excess of contract revenue
|
110.2
|
|
|
(9.9
|
)
|
|
100.3
|
|
|||
Other current liabilities
|
41.4
|
|
|
0.1
|
|
|
41.5
|
|
|||
Long-term deferred tax liabilities
|
62.5
|
|
|
0.6
|
|
|
63.1
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
364.3
|
|
|
$
|
2.3
|
|
|
$
|
366.6
|
|
|
March 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without adoption of ASC 606
|
|
Effect of adoption
Higher (Lower)
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net of allowances
|
$
|
207.3
|
|
|
$
|
206.0
|
|
|
$
|
1.3
|
|
Inventories, net
|
223.1
|
|
|
233.8
|
|
|
(10.7
|
)
|
|||
Unbilled contract revenue
|
37.7
|
|
|
30.3
|
|
|
7.4
|
|
|||
Prepaid expenses
|
16.7
|
|
|
19.3
|
|
|
(2.6
|
)
|
|||
Other current assets
|
22.4
|
|
|
22.3
|
|
|
0.1
|
|
|||
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
||||||
Customer advances and billings in excess of contract revenue
|
$
|
114.7
|
|
|
$
|
125.1
|
|
|
$
|
(10.4
|
)
|
Other current liabilities
|
32.4
|
|
|
31.2
|
|
|
1.2
|
|
|||
Long-term deferred tax liabilities
|
62.9
|
|
|
61.9
|
|
|
1.0
|
|
|||
|
|
|
|
|
|
||||||
Equity
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
372.4
|
|
|
$
|
368.9
|
|
|
$
|
3.5
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||
|
As Reported
|
|
Balances without adoption of ASC 606
|
|
Effect of adoption
Higher (Lower)
|
||||||
Sales
|
$
|
279.7
|
|
|
$
|
277.8
|
|
|
$
|
1.9
|
|
Cost of sales
|
202.6
|
|
|
202.2
|
|
|
0.4
|
|
|||
Selling, general, and administrative expenses
|
54.1
|
|
|
54.2
|
|
|
(0.1
|
)
|
|||
Income tax expense
|
2.3
|
|
|
1.9
|
|
|
0.4
|
|
|||
Net income attributable to Chart Industries, Inc.
|
5.8
|
|
|
4.6
|
|
|
1.2
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Chart Industries, Inc. per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.19
|
|
|
$
|
0.15
|
|
|
$
|
0.04
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.14
|
|
|
$
|
0.04
|
|
|
March 31, 2018
|
|
January 1, 2018
|
|
Year-to-date Change ($)
|
|
Year-to-date Change (%)
|
||||||
Contract assets
|
|
|
|
|
|
|
|
||||||
Accounts receivable, net of allowances
|
$
|
207.3
|
|
|
$
|
222.7
|
|
|
(15.4
|
)
|
|
6.9
|
%
|
Unbilled contract revenue
|
37.7
|
|
|
43.5
|
|
|
(5.8
|
)
|
|
13.3
|
%
|
||
|
|
|
|
|
|
|
|
||||||
Contract liabilities
|
|
|
|
|
|
|
|
||||||
Customer advances and billings in excess of contract revenue
|
$
|
114.7
|
|
|
$
|
100.3
|
|
|
14.4
|
|
|
(14.4
|
)%
|
Long-term deferred revenue
|
2.7
|
|
|
2.6
|
|
|
0.1
|
|
|
(3.8
|
)%
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Energy & Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Intersegment Eliminations
|
|
Consolidated
|
||||||||||
Natural gas processing (including petrochemical) applications
|
$
|
58.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58.7
|
|
Liquefied natural gas (LNG) applications
|
9.0
|
|
|
34.2
|
|
|
—
|
|
|
(1.0
|
)
|
|
42.2
|
|
|||||
Industrial gas applications
|
3.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|||||
HVAC, power and refining applications
|
18.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18.8
|
|
|||||
Bulk industrial gas applications
|
—
|
|
|
53.0
|
|
|
—
|
|
|
—
|
|
|
53.0
|
|
|||||
Packaged gas industrial applications
|
—
|
|
|
48.9
|
|
|
—
|
|
|
—
|
|
|
48.9
|
|
|||||
Respiratory therapy
|
—
|
|
|
—
|
|
|
28.9
|
|
|
—
|
|
|
28.9
|
|
|||||
Cryobiological storage
|
—
|
|
|
—
|
|
|
19.1
|
|
|
—
|
|
|
19.1
|
|
|||||
On-site generation systems
|
—
|
|
|
—
|
|
|
6.7
|
|
|
—
|
|
|
6.7
|
|
|||||
Total
|
$
|
89.9
|
|
|
$
|
136.1
|
|
|
$
|
54.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
279.7
|
|
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Energy & Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Intersegment Eliminations
|
|
Consolidated
|
||||||||||
Point in time
|
$
|
23.9
|
|
|
$
|
121.1
|
|
|
$
|
53.4
|
|
|
$
|
—
|
|
|
$
|
198.4
|
|
Over time
|
66.0
|
|
|
15.0
|
|
|
1.3
|
|
|
(1.0
|
)
|
|
81.3
|
|
|||||
Total
|
$
|
89.9
|
|
|
$
|
136.1
|
|
|
$
|
54.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
279.7
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Raw materials and supplies
|
$
|
109.4
|
|
|
$
|
97.2
|
|
Work in process
|
36.0
|
|
|
37.3
|
|
||
Finished goods
|
77.7
|
|
|
74.4
|
|
||
Total inventories, net
|
$
|
223.1
|
|
|
$
|
208.9
|
|
|
Energy &
Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Total
|
||||||||
Balance at December 31, 2017
|
$
|
275.1
|
|
|
$
|
169.2
|
|
|
$
|
24.5
|
|
|
$
|
468.8
|
|
Foreign currency translation adjustments
|
0.9
|
|
|
0.6
|
|
|
—
|
|
|
1.5
|
|
||||
Goodwill acquired during the year
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
||||
Balance at March 31, 2018
|
$
|
276.0
|
|
|
$
|
174.5
|
|
|
$
|
24.5
|
|
|
$
|
475.0
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated goodwill impairment loss at March 31, 2018 and December 31, 2017
|
$
|
64.6
|
|
|
$
|
—
|
|
|
$
|
131.2
|
|
|
$
|
195.8
|
|
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Weighted-average Estimated Useful Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
14 years
|
|
$
|
247.1
|
|
|
$
|
(93.1
|
)
|
|
$
|
246.3
|
|
|
$
|
(88.2
|
)
|
Unpatented technology
|
12 years
|
|
28.8
|
|
|
(5.3
|
)
|
|
26.8
|
|
|
(4.5
|
)
|
||||
Land use rights
|
50 years
|
|
14.0
|
|
|
(1.3
|
)
|
|
13.4
|
|
|
(1.2
|
)
|
||||
Trademarks and trade names
|
14 years
|
|
5.4
|
|
|
(2.7
|
)
|
|
5.5
|
|
|
(2.9
|
)
|
||||
Patents and other
|
6 years
|
|
3.2
|
|
|
(1.2
|
)
|
|
3.0
|
|
|
(0.8
|
)
|
||||
Total finite-lived intangible assets
|
15 years
|
|
$
|
298.5
|
|
|
$
|
(103.6
|
)
|
|
$
|
295.0
|
|
|
$
|
(97.6
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks and trade names
|
|
|
105.1
|
|
|
—
|
|
|
105.1
|
|
|
—
|
|
||||
Total intangible assets
|
|
|
$
|
403.6
|
|
|
$
|
(103.6
|
)
|
|
$
|
400.1
|
|
|
$
|
(97.6
|
)
|
(1)
|
Amounts include the impact of foreign currency translation. Fully amortized amounts are written off.
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Current
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Long-term
|
8.6
|
|
|
8.7
|
|
||
Total government grants
|
$
|
9.1
|
|
|
$
|
9.2
|
|
|
March 31,
2018 |
|
December 31,
2017 |
||||
Convertible notes due November 2024:
|
|
|
|
||||
Principal amount
|
$
|
258.8
|
|
|
$
|
258.8
|
|
Unamortized discount
|
(55.9
|
)
|
|
(57.6
|
)
|
||
Unamortized debt issuance costs
|
(5.0
|
)
|
|
(5.1
|
)
|
||
Convertible notes due November 2024, net of unamortized discount and debt issuance costs
|
197.9
|
|
|
196.1
|
|
||
|
|
|
|
||||
Convertible notes due August 2018:
|
|
|
|
||||
Principal amount
|
57.1
|
|
|
57.1
|
|
||
Unamortized discount
|
(1.1
|
)
|
|
(1.9
|
)
|
||
Unamortized debt issuance costs
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Convertible notes due August 2018, net of unamortized discount and debt issuance costs
|
55.9
|
|
|
55.1
|
|
||
|
|
|
|
||||
Senior secured revolving credit facility due November 2022
|
247.0
|
|
|
239.0
|
|
||
Foreign facilities
|
11.4
|
|
|
7.9
|
|
||
Total debt, net of unamortized discount and debt issuance costs
|
512.2
|
|
|
498.1
|
|
||
Less: current maturities
(1)
|
(63.0
|
)
|
|
(58.9
|
)
|
||
Long-term debt
|
$
|
449.2
|
|
|
$
|
439.2
|
|
(1)
|
Current maturities at
March 31, 2018
includes
$55.9
of Convertible notes due August 2018, net of unamortized discount and debt issuance costs.
|
2024 Notes, interest accretion of convertible notes discount
|
$
|
1.7
|
|
2024 Notes, 1.0% contractual interest coupon
|
0.6
|
|
|
2024 Notes, total interest expense
|
$
|
2.3
|
|
|
|
||
2024 Notes, financing costs amortization
|
$
|
0.2
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
2018 Notes, interest accretion of convertible notes discount
|
$
|
0.8
|
|
|
$
|
3.3
|
|
2018 Notes, 2.0% contractual interest coupon
|
0.6
|
|
|
1.3
|
|
||
2018 Notes, total interest expense
|
$
|
1.4
|
|
|
$
|
4.6
|
|
|
|
|
|
||||
2018 Notes, financing costs amortization
|
$
|
—
|
|
|
$
|
0.2
|
|
Balance at December 31, 2017
|
$
|
16.7
|
|
Issued – warranty expense
|
1.2
|
|
|
Change in estimates – warranty expense
|
0.4
|
|
|
Warranty usage
|
(2.0
|
)
|
|
Balance at March 31, 2018
|
$
|
16.3
|
|
|
|
||
Goodwill
|
$
|
4.7
|
|
Property, plant and equipment
|
4.2
|
|
|
Inventories, net
|
1.6
|
|
|
Identifiable intangible assets
|
1.7
|
|
|
Other net assets
|
0.3
|
|
|
Net assets acquired
|
$
|
12.5
|
|
Net assets acquired:
|
|
||
Goodwill
|
$
|
238.3
|
|
Identifiable intangible assets
|
211.0
|
|
|
Accounts receivable
|
34.6
|
|
|
Property, plant and equipment
|
29.4
|
|
|
Inventories
|
26.5
|
|
|
Other current assets
|
8.1
|
|
|
Unbilled contract revenue
|
4.9
|
|
|
Other assets
|
2.9
|
|
|
Prepaid expenses
|
0.9
|
|
|
Deferred tax liabilities
|
(87.6
|
)
|
|
Accounts payable
|
(21.2
|
)
|
|
Customer advances and billings in excess of contract revenue
|
(17.4
|
)
|
|
Accrued salaries, wages and benefits
|
(4.4
|
)
|
|
Other current liabilities
|
(3.8
|
)
|
|
Other long-term liabilities
|
(1.9
|
)
|
|
Current portion of warranty reserve
|
(0.8
|
)
|
|
Net assets acquired
|
$
|
419.5
|
|
|
Weighted-average Estimated Useful Life
|
|
Preliminary Estimated Asset Fair Value
|
||
Finite-lived intangible assets:
|
|
|
|
||
Customer relationships
|
13 years
|
|
$
|
122.1
|
|
Unpatented technology
|
10 years
|
|
18.3
|
|
|
Customer backlog
|
2 years
|
|
1.3
|
|
|
Total finite-lived intangible assets acquired
|
12 years
|
|
141.7
|
|
|
Indefinite-lived intangible assets:
|
|
|
|
||
Trademarks and trade names
|
|
|
69.3
|
|
|
Total identifiable intangible assets acquired
|
|
|
$
|
211.0
|
|
•
|
the effect of decreased interest expense related to the repayment of the Hudson term loan and revolving credit facility, net of the additional borrowing on the Chart senior secured revolving credit facility,
|
|
|
|
||
Pro forma sales
|
|
$
|
251.9
|
|
Pro forma net loss attributable to Chart Industries, Inc.
|
|
(2.7
|
)
|
|
|
|
|
||
Pro forma net loss attributable to Chart Industries, Inc. per common share, basic
|
|
$
|
(0.09
|
)
|
Pro forma net loss attributable to Chart Industries, Inc. per common share, diluted
|
|
$
|
(0.09
|
)
|
|
|
||
Goodwill
|
$
|
8.8
|
|
Identifiable intangible assets – customer relationships
|
8.1
|
|
|
Other identifiable intangible assets
|
1.2
|
|
|
Other net assets
|
4.7
|
|
|
Net assets acquired
|
$
|
22.8
|
|
|
Foreign currency translation adjustments
|
|
Pension liability adjustments, net of taxes
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance at December 31, 2017
|
$
|
2.2
|
|
|
$
|
(10.3
|
)
|
|
$
|
(8.1
|
)
|
Other comprehensive income
|
12.1
|
|
|
—
|
|
|
12.1
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|||
Net current-period other comprehensive income, net of taxes
|
12.1
|
|
|
0.3
|
|
|
12.4
|
|
|||
Balance at March 31, 2018
|
$
|
14.3
|
|
|
$
|
(10.0
|
)
|
|
$
|
4.3
|
|
|
Foreign currency translation adjustments
|
|
Pension liability adjustments, net of taxes
|
|
Accumulated other comprehensive income (loss)
|
||||||
Balance at December 31, 2016
|
$
|
(24.7
|
)
|
|
$
|
(10.5
|
)
|
|
$
|
(35.2
|
)
|
Other comprehensive income
|
2.5
|
|
|
—
|
|
|
2.5
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss), net of income taxes
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|||
Net current-period other comprehensive income, net of taxes
|
2.5
|
|
|
0.2
|
|
|
2.7
|
|
|||
Balance at March 31, 2017
|
$
|
(22.2
|
)
|
|
$
|
(10.3
|
)
|
|
$
|
(32.5
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income (loss) attributable to Chart Industries, Inc.
|
$
|
5.8
|
|
|
$
|
(2.9
|
)
|
Net income (loss) attributable to Chart Industries, Inc. per common share:
|
|
|
|
||||
Basic
|
$
|
0.19
|
|
|
$
|
(0.09
|
)
|
Diluted
(1)
|
$
|
0.18
|
|
|
$
|
(0.09
|
)
|
|
|
|
|
||||
Weighted average number of common shares outstanding — basic
|
30.91
|
|
|
30.70
|
|
||
Incremental shares issuable upon assumed conversion and exercise of share-based awards
|
0.75
|
|
|
—
|
|
||
Weighted average number of common shares outstanding — diluted
|
31.66
|
|
|
30.70
|
|
(1)
|
Zero
incremental shares from share-based awards are included in the computation of diluted net loss per share for periods in which a net loss occurs because to do so would be anti-dilutive.
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Share-based awards
|
0.33
|
|
|
1.86
|
|
Warrants
|
5.18
|
|
|
3.37
|
|
Total anti-dilutive securities
|
5.51
|
|
|
5.23
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Severance:
|
|
|
|
||||
Cost of sales
|
$
|
0.1
|
|
|
$
|
0.6
|
|
Selling, general, and administrative expenses
|
0.5
|
|
|
0.7
|
|
||
Total severance costs
|
0.6
|
|
|
1.3
|
|
||
Other restructuring:
|
|
|
|
||||
Cost of sales
|
0.2
|
|
|
1.8
|
|
||
Selling, general, and administrative expenses
|
0.1
|
|
|
1.5
|
|
||
Total other restructuring costs
|
0.3
|
|
|
3.3
|
|
||
|
|
|
|
||||
Total restructuring costs
|
$
|
0.9
|
|
|
$
|
4.6
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Energy & Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Balance as of December 31, 2017
|
$
|
0.2
|
|
|
$
|
1.2
|
|
|
$
|
0.3
|
|
|
$
|
1.1
|
|
|
$
|
2.8
|
|
Restructuring costs
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.5
|
|
|
0.9
|
|
|||||
Cash payments
|
(0.2
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(1.1
|
)
|
|||||
Change in estimates
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Balance as of March 31, 2018
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
1.4
|
|
|
$
|
1.9
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Energy & Chemicals
|
|
Distribution & Storage
|
|
BioMedical
|
|
Corporate
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
$
|
0.1
|
|
|
$
|
2.9
|
|
|
$
|
1.3
|
|
|
$
|
3.0
|
|
|
$
|
7.3
|
|
Restructuring costs
|
0.4
|
|
|
0.1
|
|
|
2.6
|
|
|
1.5
|
|
|
4.6
|
|
|||||
Cash payments
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(2.5
|
)
|
|
(1.6
|
)
|
|
(5.3
|
)
|
|||||
Balance as of March 31, 2017
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
1.4
|
|
|
$
|
2.9
|
|
|
$
|
6.6
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Sales
|
|
|
|
||||
Energy & Chemicals
(1)
|
$
|
89.9
|
|
|
$
|
39.9
|
|
Distribution & Storage
|
136.1
|
|
|
113.2
|
|
||
BioMedical
|
54.7
|
|
|
51.0
|
|
||
Intersegment eliminations
|
(1.0
|
)
|
|
—
|
|
||
Consolidated
|
$
|
279.7
|
|
|
$
|
204.1
|
|
Operating Income (Loss)
(2)
|
|
|
|
||||
Energy & Chemicals
(1)
|
$
|
2.8
|
|
|
$
|
(0.2
|
)
|
Distribution & Storage
|
18.1
|
|
|
11.6
|
|
||
BioMedical
|
9.5
|
|
|
5.0
|
|
||
Corporate
(3)
|
(13.5
|
)
|
|
(16.1
|
)
|
||
Consolidated
|
$
|
16.9
|
|
|
$
|
0.3
|
|
(1)
|
Includes Hudson net sales and operating income of
$43.3
and
$4.2
for the
three months ended March 31, 2018
, respectively.
|
(2)
|
Includes restructuring costs of
$0.9
and
$4.6
for the
three months ended March 31, 2018
and
2017
respectively.
|
(3)
|
Includes transaction-related costs of
$1.3
and
$0.1
for the
three months ended March 31, 2018
and
2017
, respectively.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
Current Quarter vs.
Prior Year Quarter
|
|
Current Quarter vs.
Prior Sequential Quarter
|
||||||||||||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
December 31, 2017
|
|
Variance
($)
|
|
Variance
(%)
|
|
Variance
($)
|
|
Variance
(%)
|
||||||||||||
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
$
|
89.9
|
|
|
$
|
39.9
|
|
|
$
|
99.2
|
|
|
$
|
50.0
|
|
|
125.3
|
%
|
|
$
|
(9.3
|
)
|
|
(9.4
|
)%
|
Distribution & Storage
|
136.1
|
|
|
113.2
|
|
|
150.2
|
|
|
22.9
|
|
|
20.2
|
%
|
|
(14.1
|
)
|
|
(9.4
|
)%
|
|||||
BioMedical
|
54.7
|
|
|
51.0
|
|
|
56.6
|
|
|
3.7
|
|
|
7.3
|
%
|
|
(1.9
|
)
|
|
(3.4
|
)%
|
|||||
Intersegment eliminations
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
|
|
|
(1.0
|
)
|
|
|
|
|||||
Consolidated
|
$
|
279.7
|
|
|
$
|
204.1
|
|
|
$
|
306.0
|
|
|
$
|
75.6
|
|
|
37.0
|
%
|
|
$
|
(26.3
|
)
|
|
(8.6
|
)%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
$
|
19.4
|
|
|
$
|
8.4
|
|
|
$
|
22.7
|
|
|
$
|
11.0
|
|
|
131.0
|
%
|
|
$
|
(3.3
|
)
|
|
(14.5
|
)%
|
Distribution & Storage
|
37.5
|
|
|
30.6
|
|
|
39.9
|
|
|
6.9
|
|
|
22.5
|
%
|
|
(2.4
|
)
|
|
(6.0
|
)%
|
|||||
BioMedical
|
20.2
|
|
|
16.7
|
|
|
20.3
|
|
|
3.5
|
|
|
21.0
|
%
|
|
(0.1
|
)
|
|
(0.5
|
)%
|
|||||
Consolidated
|
$
|
77.1
|
|
|
$
|
55.7
|
|
|
$
|
82.9
|
|
|
$
|
21.4
|
|
|
38.4
|
%
|
|
$
|
(5.8
|
)
|
|
(7.0
|
)%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
21.6
|
%
|
|
21.1
|
%
|
|
22.9
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Distribution & Storage
|
27.6
|
%
|
|
27.0
|
%
|
|
26.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
BioMedical
|
36.9
|
%
|
|
32.7
|
%
|
|
35.9
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
27.6
|
%
|
|
27.3
|
%
|
|
27.1
|
%
|
|
|
|
|
|
|
|
|
|||||||||
SG&A Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
$
|
12.7
|
|
|
$
|
7.8
|
|
|
$
|
11.7
|
|
|
$
|
4.9
|
|
|
62.8
|
%
|
|
$
|
1.0
|
|
|
8.5
|
%
|
Distribution & Storage
|
17.8
|
|
|
17.8
|
|
|
21.5
|
|
|
—
|
|
|
—
|
%
|
|
(3.7
|
)
|
|
(17.2
|
)%
|
|||||
BioMedical
|
10.1
|
|
|
10.8
|
|
|
8.5
|
|
|
(0.7
|
)
|
|
(6.5
|
)%
|
|
1.6
|
|
|
18.8
|
%
|
|||||
Corporate
|
13.5
|
|
|
16.0
|
|
|
14.1
|
|
|
(2.5
|
)
|
|
(15.6
|
)%
|
|
(0.6
|
)
|
|
(4.3
|
)%
|
|||||
Consolidated
|
$
|
54.1
|
|
|
$
|
52.4
|
|
|
$
|
55.8
|
|
|
$
|
1.7
|
|
|
3.2
|
%
|
|
$
|
(1.7
|
)
|
|
(3.0
|
)%
|
SG&A Expenses (% of Sales)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
14.1
|
%
|
|
19.6
|
%
|
|
11.8
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Distribution & Storage
|
13.1
|
%
|
|
15.7
|
%
|
|
14.3
|
%
|
|
|
|
|
|
|
|
|
|||||||||
BioMedical
|
18.5
|
%
|
|
21.2
|
%
|
|
15.0
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
19.3
|
%
|
|
25.7
|
%
|
|
18.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Operating Income (Loss)
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
$
|
2.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
7.5
|
|
|
$
|
3.0
|
|
|
|
|
|
$
|
(4.7
|
)
|
|
(62.7
|
)%
|
Distribution & Storage
|
18.1
|
|
|
11.6
|
|
|
16.8
|
|
|
6.5
|
|
|
56.0
|
%
|
|
1.3
|
|
|
7.7
|
%
|
|||||
BioMedical
|
9.5
|
|
|
5.0
|
|
|
11.2
|
|
|
4.5
|
|
|
90.0
|
%
|
|
(1.7
|
)
|
|
(15.2
|
)%
|
|||||
Corporate
(2)
|
(13.5
|
)
|
|
(16.1
|
)
|
|
(14.2
|
)
|
|
2.6
|
|
|
(16.1
|
)%
|
|
0.7
|
|
|
(4.9
|
)%
|
|||||
Consolidated
|
$
|
16.9
|
|
|
$
|
0.3
|
|
|
$
|
21.3
|
|
|
$
|
16.6
|
|
|
5,533.3
|
%
|
|
$
|
(4.4
|
)
|
|
(20.7
|
)%
|
Operating Margin (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Energy & Chemicals
|
3.1
|
%
|
|
(0.5
|
)%
|
|
7.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Distribution & Storage
|
13.3
|
%
|
|
10.2
|
%
|
|
11.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
BioMedical
|
17.4
|
%
|
|
9.8
|
%
|
|
19.8
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
6.0
|
%
|
|
0.1
|
%
|
|
7.0
|
%
|
|
|
|
|
|
|
|
|
•
|
March 31, 2018
were
$0.9 million
(
$0.2 million
– E&C,
$0.2 million
– D&S, and
$0.5 million
– Corporate)
|
•
|
March 31, 2017
were
$4.6 million
(
$0.4 million
– E&C,
$0.1 million
– D&S,
$2.6 million
– BioMedical, and
$1.5 million
– Corporate)
|
•
|
December 31, 2017
were
$3.2 million
(
$0.2 million
– E&C,
$1.1 million
– D&S,
$0.5 million
– BioMedical, and
$1.4 million
– Corporate)
|
(2)
|
Includes transaction-related costs of
$1.3 million
,
$0.1 million
and
$1.1 million
for the
three months ended March 31, 2018
, March 31, 2017, and December 31, 2017, respectively.
|
|
Three Months Ended
|
|
Current Quarter vs.
Prior Year Quarter |
|||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
Variance
($)
|
|
Variance
(%)
|
|||||||
Sales
|
$
|
89.9
|
|
|
$
|
39.9
|
|
|
$
|
50.0
|
|
|
125.3
|
%
|
Gross Profit
|
19.4
|
|
|
8.4
|
|
|
11.0
|
|
|
131.0
|
%
|
|||
Gross Profit Margin
|
21.6
|
%
|
|
21.1
|
%
|
|
|
|
|
|||||
SG&A Expenses
|
$
|
12.7
|
|
|
$
|
7.8
|
|
|
$
|
4.9
|
|
|
62.8
|
%
|
SG&A Expenses (% of Sales)
|
14.1
|
%
|
|
19.6
|
%
|
|
|
|
|
|||||
Operating Income (Loss)
|
$
|
2.8
|
|
|
$
|
(0.2
|
)
|
|
$
|
3.0
|
|
|
|
|
Operating Margin
|
3.1
|
%
|
|
(0.5
|
)%
|
|
|
|
|
|
Three Months Ended
|
|
Current Quarter vs.
Prior Year Quarter |
|||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
Variance
($)
|
|
Variance
(%)
|
|||||||
Sales
|
$
|
136.1
|
|
|
$
|
113.2
|
|
|
$
|
22.9
|
|
|
20.2
|
%
|
Gross Profit
|
37.5
|
|
|
30.6
|
|
|
6.9
|
|
|
22.5
|
%
|
|||
Gross Profit Margin
|
27.6
|
%
|
|
27.0
|
%
|
|
|
|
|
|||||
SG&A Expenses
|
$
|
17.8
|
|
|
$
|
17.8
|
|
|
$
|
—
|
|
|
—
|
%
|
SG&A Expenses (% of Sales)
|
13.1
|
%
|
|
15.7
|
%
|
|
|
|
|
|||||
Operating Income
|
$
|
18.1
|
|
|
$
|
11.6
|
|
|
$
|
6.5
|
|
|
56.0
|
%
|
Operating Margin
|
13.3
|
%
|
|
10.2
|
%
|
|
|
|
|
|
Three Months Ended
|
|
Current Quarter vs.
Prior Year Quarter |
|||||||||||
|
March 31, 2018
|
|
March 31, 2017
|
|
Variance
($)
|
|
Variance
(%)
|
|||||||
Sales
|
$
|
54.7
|
|
|
$
|
51.0
|
|
|
$
|
3.7
|
|
|
7.3
|
%
|
Gross Profit
|
20.2
|
|
|
16.7
|
|
|
3.5
|
|
|
21.0
|
%
|
|||
Gross Profit Margin
|
36.9
|
%
|
|
32.7
|
%
|
|
|
|
|
|||||
SG&A Expenses
|
$
|
10.1
|
|
|
$
|
10.8
|
|
|
$
|
(0.7
|
)
|
|
(6.5
|
)%
|
SG&A Expenses (% of Sales)
|
18.5
|
%
|
|
21.2
|
%
|
|
|
|
|
|||||
Operating Income
|
$
|
9.5
|
|
|
$
|
5.0
|
|
|
$
|
4.5
|
|
|
90.0
|
%
|
Operating Margin
|
17.4
|
%
|
|
9.8
|
%
|
|
|
|
|
|
Three Months Ended
|
||||||||||
|
March 31,
2018 |
|
March 31,
2017 |
|
December 31,
2017 |
||||||
Orders
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
93.7
|
|
|
$
|
38.0
|
|
|
$
|
75.1
|
|
Distribution & Storage
|
170.4
|
|
|
120.0
|
|
|
153.2
|
|
|||
BioMedical
|
57.0
|
|
|
51.7
|
|
|
55.9
|
|
|||
Total
|
$
|
321.1
|
|
|
$
|
209.7
|
|
|
$
|
284.2
|
|
|
As of
|
||||||||||
|
March 31,
2018 |
|
March 31,
2017 |
|
December 31,
2017 |
||||||
Backlog
|
|
|
|
|
|
||||||
Energy & Chemicals
|
$
|
213.3
|
|
|
$
|
98.0
|
|
|
$
|
210.9
|
|
Distribution & Storage
|
250.3
|
|
|
225.0
|
|
|
227.5
|
|
|||
BioMedical
|
25.8
|
|
|
25.6
|
|
|
22.9
|
|
|||
Total
|
$
|
489.4
|
|
|
$
|
348.6
|
|
|
$
|
461.3
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Issuer Purchases of Equity Securities
|
||||||||||||
Period
|
Total
Number of Shares Purchased |
|
Average Price
Paid Per Share |
|
Total Number of
Shares Purchased As Part of Publicly Announced Plans or Programs |
|
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||
January 1 – 31, 2018
|
40,280
|
|
|
$
|
51.55
|
|
|
—
|
|
|
$
|
—
|
|
February 1 – 28, 2018
|
1,482
|
|
|
49.03
|
|
|
—
|
|
|
—
|
|
||
March 1 – 31, 2018
|
529
|
|
|
58.55
|
|
|
—
|
|
|
—
|
|
||
Total
|
42,291
|
|
|
$
|
51.55
|
|
|
—
|
|
|
$
|
—
|
|
Item 6.
|
Exhibits
|
10.1
|
31.1
|
31.2
|
32.1
|
32.2
|
101.INS
|
XBRL Instance Document (x)
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (x)
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (x)
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (x)
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document (x)
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (x)
|
(x)
|
Filed herewith.
|
(xx)
|
Furnished herewith.
|
*
|
Management contract or compensatory plan or arrangement.
|
Chart Industries, Inc.
|
(Registrant)
|
Date:
|
April 19, 2018
|
By:
|
/s/ Jillian C. Evanko
|
|
|
|
Jillian C. Evanko
|
|
|
|
Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
(Duly Authorized Officer)
|
DATE OF EXECUTION BY EXECUTIVE:
|
|
AGREED TO AND ACCEPTED BY:
|
March 27, 2018
|
|
/s/ DeWayne R. Youngberg
|
|
|
DeWAYNE R. YOUNGBERG
|
|
|
|
|
|
EXECUTION WITNESSED BY:
|
|
|
/s/ Derek B. Swanson
|
|
|
|
DATE OF EXECUTION BY COMPANY:
|
|
AGREED TO AND ACCEPTED BY
|
|
|
CHART INDUSTRIES, INC.
|
|
|
|
March 27, 2018
|
|
BY:
/s/ Gerald F. Vinci
|
|
|
TITLE:
Vice President, Chief Human Resources Officer
|
|
|
|
|
|
EXECUTION WITNESSED BY:
|
|
|
/s/ Derek B. Swanson
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Chart Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ William C. Johnson
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William C. Johnson
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Chief Executive Officer and President
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1.
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I have reviewed this quarterly report on Form 10-Q of Chart Industries, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Jillian C. Evanko
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Jillian C. Evanko
|
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Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
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(a)
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The Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2018
(the “
Form 10-Q
”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(b)
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The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
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/s/ William C. Johnson
|
|
William C. Johnson
|
|
Chief Executive Officer and President
|
(a)
|
The Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2018
(the “
Form 10-Q
”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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(b)
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.
|
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/s/ Jillian C. Evanko
|
|
Jillian C. Evanko
|
|
Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer
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