UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 1-11442
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
(Address of principal executive offices) (ZIP Code)
(770 ) 721-8800
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
x | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | |||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x
As of April 28, 2025, there were 45,699,347 outstanding shares of the Company’s common stock, par value $0.01 per share.
CHART INDUSTRIES, INC.
INDEX
| Page | |||||
2
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(Dollars in millions, except per share amounts)
| March 31, 2025 | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowances of $ | |||||||||||
| Inventories, net | |||||||||||
| Unbilled contract revenue | |||||||||||
| Prepaid expenses | |||||||||||
| Other current assets | |||||||||||
| Total Current Assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Customer advances and billings in excess of contract revenue | |||||||||||
| Accrued interest | |||||||||||
| Other current liabilities | |||||||||||
| Total Current Liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred tax liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Total Liabilities | |||||||||||
| Equity | |||||||||||
Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
Treasury stock; | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total Chart Industries, Inc. Shareholders’ Equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total Equity | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
3
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(Dollars and shares in millions, except per share amounts)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling, general and administrative expenses | |||||||||||
| Amortization expense | |||||||||||
| Operating expenses | |||||||||||
| Operating income | |||||||||||
| Interest expense, net | |||||||||||
| Other expense | |||||||||||
| Income from continuing operations before income taxes and equity in loss of unconsolidated affiliates, net | |||||||||||
| Income tax expense | |||||||||||
| Income from continuing operations before equity in loss of unconsolidated affiliates, net | |||||||||||
| Equity in loss of unconsolidated affiliates, net | ( | ||||||||||
| Net income from continuing operations | |||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Net income | |||||||||||
| Less: Income attributable to noncontrolling interests of continuing operations, net of taxes | |||||||||||
| Net income attributable to Chart Industries, Inc. | $ | $ | |||||||||
4
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Amounts attributable to Chart common shareholders | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Less: Mandatory convertible preferred stock dividend requirement | |||||||||||
| Income from continuing operations attributable to Chart | |||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Net income attributable to Chart common shareholders | $ | $ | |||||||||
| Basic earnings per common share attributable to Chart Industries, Inc. | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Chart Industries, Inc. | $ | $ | |||||||||
| Diluted earnings per common share attributable to Chart Industries, Inc. | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Chart Industries, Inc. | $ | $ | |||||||||
| Weighted-average number of common shares outstanding: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
| Other comprehensive income (loss): | |||||||||||
| Net income | $ | $ | |||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||
| Foreign currency translation adjustments, net | ( | ||||||||||
| Pension liability adjustments, net of taxes | ( | ||||||||||
| Other comprehensive income (loss), net of tax | ( | ||||||||||
| Comprehensive income (loss), net of taxes | ( | ||||||||||
| Less: Comprehensive income attributable to noncontrolling interests, net of taxes | |||||||||||
| Comprehensive income (loss) attributable to Chart Industries, Inc., net of taxes | $ | $ | ( | ||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
5
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in millions)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income | $ | $ | |||||||||
| Less: Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Net income from continuing operations | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Employee share-based compensation expense | |||||||||||
| Financing costs amortization | |||||||||||
| Other non-cash operating activities | ( | ( | |||||||||
| Changes in assets and liabilities, net of acquisitions: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventories | ( | ( | |||||||||
| Unbilled contract revenue | ( | ( | |||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Accounts payable and other current liabilities | ( | ( | |||||||||
| Customer advances and billings in excess of contract revenue | ( | ||||||||||
| Long-term assets and liabilities | ( | ||||||||||
| Net Cash Used In Continuing Operating Activities | ( | ( | |||||||||
| Net Cash Used In Discontinued Operating Activities | ( | ||||||||||
| Net Cash Used In Operating Activities | ( | ( | |||||||||
| INVESTING ACTIVITIES | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Investments | ( | ( | |||||||||
| Other investing activities | |||||||||||
| Net Cash Used In Investing Activities | ( | ( | |||||||||
| FINANCING ACTIVITIES | |||||||||||
| Borrowings on credit facilities | |||||||||||
| Repayments on credit facilities | ( | ( | |||||||||
| Common stock repurchases from share-based compensation plans | ( | ( | |||||||||
| Dividends paid on mandatory convertible preferred stock | ( | ( | |||||||||
| Other financing activities | ( | ( | |||||||||
| Net Cash Provided By Financing Activities | |||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | ( | ( | |||||||||
Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period (includes restricted cash of $ | |||||||||||
CASH, CASH EQUIVALENTS, RESTRICTED CASH, AND RESTRICTED CASH EQUIVALENTS AT END OF PERIOD (includes restricted cash of $ | $ | $ | |||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
6
CHART INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)
(Dollars in millions)
| Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Non-controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Shares Outstanding | Amount | Treasury Stock | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from share-based compensation plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases from share-based compensation plans | ( | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Dividend distribution to noncontrolling interest | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Non-controlling Interests | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares Outstanding | Amount | Shares Outstanding | Amount | Treasury Stock | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued from share-based compensation plans | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock repurchases from share-based compensation plans | ( | — | — | — | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock dividend | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
See accompanying notes to these unaudited condensed consolidated financial statements.
7
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts)
NOTE 1 — Basis of Preparation
The accompanying unaudited condensed consolidated financial statements of Chart Industries, Inc. and its consolidated subsidiaries (herein referred to as the “Company,” “Chart,” “we,” “us,” or “our”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
Nature of Operations: We are a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, biogas, and CO2 capture amongst other applications. Chart is committed to excellence in environmental, social, and corporate governance (ESG) issues both for its company as well as its customers. With 64 global manufacturing locations and over 50 service centers from the United States to Asia, India and Europe, we maintain accountability and transparency to our team members, suppliers, customers and communities.
Principles of Consolidation: The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of Chart Industries, Inc. and its subsidiaries. Intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates: The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements. These estimates may also affect the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions based on a number of factors including the current macroeconomic conditions such as inflation and supply chain disruptions, as well as risks set forth in our Annual Report on Form 10-K.
Recently Issued Accounting Standards (Not Yet Adopted): In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which is intended to improve expense disclosures, primarily by requiring disclosure of disaggregated information about certain income statement expense line items on an annual and interim basis. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The updates required by this standard are to be applied prospectively with the option for retrospective application. We are currently assessing the effect this ASU will have on our disclosures.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The amendments in this update enhance the transparency and decision usefulness of income tax disclosures. This update enhances the rate reconciliation by requiring an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The update also requires an entity to disclose on an annual basis enhanced information about income taxes paid, income from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, and income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this update are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. We are currently assessing the effect this ASU will have on our disclosures and do not expect a material impact.
8
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 2 — Reportable Segments
We have four reportable segments which reflect the manner in which our CODM reviews results and allocates resources. Each segment is organized and managed based upon the nature of our markets and customers and consists of similar products and services. Each of our four reportable segments operate globally and are also our operating segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Our Cryo Tank Solutions segment, which has principal operations in the United States, Europe and Asia, serves most geographic regions around the globe, supplying bulk, microbulk and mobile equipment used in the storage, distribution, vaporization, and application of industrial gases and certain hydrocarbons. Our Heat Transfer Systems segment, with principal operations in the United States and Europe, also serves most geographic regions globally, supplying mission critical engineered equipment and systems used in the recovery, separation, liquefaction, and purification of hydrocarbons, liquefied natural gas (LNG) and industrial gases that span gas-to-liquid applications. Our Specialty Products segment supplies products used in specialty end-market applications including engineered liquefaction, storage and compression equipment for hydrogen and helium, LNG for over-the-highway vehicles, biofuels, carbon capture, food and beverage, aerospace, nuclear, marine, mining, lasers and water treatment end markets. Our Repair, Service & Leasing segment provides installation, retrofitting and refurbishment, services and repairs, preventative and contractual maintenance, and digital solutions of Chart’s stationary (liquefaction, fueling stations, among other products) and rotating equipment (compression, fans, among other products) globally in addition to providing targeted equipment leasing solutions.
Corporate includes certain unallocated operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology (“IT”), investor relations, legal, internal audit, and risk management. Corporate support functions are not currently allocated to the segments.
Our CODM, who is our Chief Executive Officer and President, evaluates each segment’s performance and allocates resources based on operating income as determined in our consolidated statements of income. The CODM uses operating income for each segment predominantly in the annual budget and forecasting process. The CODM considers budget-to-actual and current-to-prior period actual variances on a quarterly basis when making decisions about the allocation of operating and capital resources to each segment. Furthermore, the CODM uses segment operating income for evaluating pricing strategy and assessing the performance of each segment by comparing the results of each segment with one another and in determining the compensation of certain employees.
9
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Segment Financial Information
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Intersegment Eliminations | Corporate | Consolidated | |||||||||||||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Intersegment Eliminations | Corporate | Consolidated | |||||||||||||||||||||||||||||||||||
| Sales to external customers | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||
| Cost of sales | ( | ||||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||||||||||||||||||||
| Amortization expense | |||||||||||||||||||||||||||||||||||||||||
| Operating income (loss) | ( | ||||||||||||||||||||||||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||||||||||||||||||||
_______________
(1)Depreciation disclosed by reportable segment is included within cost of sales and selling, general and administrative expenses.
Sales by Geography
Net sales by geographic area are reported by the destination of sales.
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Europe, Middle East, Africa and India | |||||||||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||||||||
| Rest of the World | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Europe, Middle East, Africa and India | |||||||||||||||||||||||||||||||||||
| Asia-Pacific | ( | ||||||||||||||||||||||||||||||||||
| Rest of the World | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
10
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Total Assets
Corporate assets mainly include cash and cash equivalents and long-term deferred income taxes as well as certain corporate-specific property, plant and equipment, net and certain investments. Our allocation methodology for property, plant and equipment, net of the reportable segments differs from our allocation method of depreciation expense of a reportable segment and therefore, depreciation expense does not entirely align with the related depreciable assets of the reportable segments. Furthermore, since finite-lived intangible assets are excluded from total assets of reportable segments while amortization expense is allocated to each of our reportable segments, amortization expense by segment inherently does not align with the related amortizable intangible assets of the reportable segments.
| March 31, 2025 | December 31, 2024 | ||||||||||
| Cryo Tank Solutions | $ | $ | |||||||||
| Heat Transfer Systems | |||||||||||
| Specialty Products | |||||||||||
| Repair, Service & Leasing | |||||||||||
| Total assets of reportable segments | |||||||||||
| Goodwill | |||||||||||
| Identifiable intangible assets, net | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
NOTE 3 — Revenue
Disaggregation of Revenue
The following tables represent a disaggregation of revenue by timing of revenue along with the reportable segment for each category:
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||||||||
| Point in time | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Over time | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Intersegment Eliminations | Consolidated | ||||||||||||||||||||||||||||||
| Point in time | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Over time | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||
Refer to Note 2, “Reportable Segments,” for a table of revenue by reportable segment disaggregated by geography.
11
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Contract Balances
The following table presents our contract assets and contract liabilities balances:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Contract assets | |||||||||||
| Unbilled contract revenue | $ | $ | |||||||||
| Contract liabilities | |||||||||||
| Customer advances and billings in excess of contract revenue | $ | $ | |||||||||
Revenue recognized for the three months ended March 31, 2025 and 2024, that was included in the contract liabilities balance at the beginning of the year was $155.1 and $137.5 , respectively. The amount of revenue recognized during the three months ended March 31, 2025 from performance obligations satisfied or partially satisfied in previous periods as a result of changes in the estimates of variable consideration related to long-term contracts, was not significant.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, and excludes unexercised contract options and potential orders. As of March 31, 2025, the estimated revenue expected to be recognized in the future related to remaining performance obligations was $5,143.6 . We expect to recognize revenue on approximately 55 % of the remaining performance obligations over the next 12 months and the remaining over the next few years thereafter.
NOTE 4 — Inventories
The following table summarizes the components of inventory:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work in process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
NOTE 5 — Leases
Lessee Accounting
We lease certain office spaces, warehouses, facilities, vehicles and equipment. Our leases have maturity dates ranging from April 2025 to September 2042.
We incurred $6.7 and $6.1 of rental expense under operating leases for the three months ended March 31, 2025 and 2024 and are included in selling, general and administrative expenses within our condensed consolidated statements of income and comprehensive income (loss). Payments related to short-term lease costs and taxes and variable service charges on leased properties were immaterial.
12
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
The following table presents the lease balances within our condensed consolidated balance sheets, weighted average remaining lease term and weighted average discount rates related to our leases:
| Lease Assets and Liabilities | March 31, 2025 | December 31, 2024 | ||||||||||||
| Assets | ||||||||||||||
| Property, plant and equipment, net | $ | $ | ||||||||||||
| Finance lease, net | Other assets | |||||||||||||
| Total lease assets | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Current: | ||||||||||||||
| Other current liabilities | $ | $ | ||||||||||||
| Other current liabilities | ||||||||||||||
| Non-current: | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Total lease liabilities | $ | $ | ||||||||||||
| Weighted-average remaining lease terms | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
| Weighted-average discount rate | ||||||||||||||
| Operating leases | ||||||||||||||
| Finance leases | ||||||||||||||
We recorded net non-cash right-of-use assets in exchange for finance and operating lease liabilities of $1.5 and $2.9 for the three months ended March 31, 2025, respectively. We recorded net non-cash right-of-use assets in exchange for finance and operating lease liabilities of $1.4 and $3.6 for the three months ended March 31, 2024, respectively.
The following table summarizes future minimum lease payments for non-cancelable operating leases and for finance leases as of March 31, 2025:
| Finance | Operating | ||||||||||
| 2025 | $ | $ | |||||||||
| 2026 | |||||||||||
| 2027 | |||||||||||
| 2028 | |||||||||||
| 2029 | |||||||||||
| Thereafter | |||||||||||
| Total future minimum lease payments | $ | $ | |||||||||
| Less: Present value discount | |||||||||||
| Lease liability | $ | $ | |||||||||
Lessor Accounting
We lease equipment manufactured by Chart as sales-type and operating leases. As of March 31, 2025 and December 31, 2024, our short-term net investment in sales-type leases was $7.8 and $8.1 , respectively, and is included in other current assets
13
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
in our condensed consolidated balance sheets. Our long-term net investment in sales-type leases was $30.3 and $31.7 as of March 31, 2025 and December 31, 2024, respectively, and is included in other assets in our condensed consolidated balance sheets.
Operating leases offered by Chart may include early termination options. At the end of a lease, a lessee generally has the option to either extend the lease, purchase the underlying equipment for a fixed price or return it to Chart. The lease agreements clearly define applicable return conditions and remedies for non-compliance to ensure that leased equipment will be in good operating condition upon return.
The following table represents sales from sales-type and operating leases:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| $ | $ | ||||||||||
| Total sales from leases | $ | $ | |||||||||
The following table represents scheduled payments for sales-type leases as of March 31, 2025:
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | |||||
| Less: Unearned income | |||||
| Total | $ | ||||
The cost of equipment leased to others at March 31, 2025 and December 31, 2024, was not
NOTE 6 — Goodwill and Intangible Assets
Goodwill
The following table represents the changes in goodwill by segment:
| Cryo Tank Solutions | Heat Transfer Systems | Specialty Products | Repair, Service & Leasing | Consolidated | |||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Foreign currency translation adjustments and other | |||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Accumulated goodwill impairment loss at December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Accumulated goodwill impairment loss at March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
14
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Intangible Assets
The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill) (1):
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||
| Estimated Useful Lives | Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | |||||||||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
| Technology | ( | ( | |||||||||||||||||||||||||||
| Patents, backlog and other | ( | ( | |||||||||||||||||||||||||||
| Trademarks and trade names | ( | ( | |||||||||||||||||||||||||||
| Land use rights | ( | ( | |||||||||||||||||||||||||||
| Total finite-lived intangible assets | ( | ( | |||||||||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||||||||
Trademarks and trade names (2) | — | — | |||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
_______________
(1)Amounts include the impact of foreign currency translation. Fully amortized or impaired amounts are written off.
(2)Accumulated indefinite-lived intangible assets impairment loss was $16.0
NOTE 7 — Investments
Equity Method Investments
The following table presents the activity in equity method investments, which are classified within other assets:
| Equity Method Investments | ||||||||
| Balance at December 31, 2024 | $ | |||||||
| Foreign currency translation adjustments and other | ||||||||
| Balance at March 31, 2025 | $ | |||||||
15
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Investments in Equity Securities
The following table presents the activity in investments in equity securities, which are classified within other assets:
Investment in Equity Securities, Level 1 | Investment in Equity Securities, Level 2 | Investments in Equity Securities, All Others (1) | Investments Total | ||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
| New investments | |||||||||||||||||||||||
| (Decrease) increase in fair value of investments in equity securities | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustments and other | |||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
_______________
Co-Investment Agreement
We have a 25 % interest in Hydrogen Technology & Energy Corporation (“HTEC”) which totaled $68.5 and $68.9 at March 31, 2025 and December 31, 2024, respectively. Our investment in HTEC is accounted for under the equity method of accounting. HTEC designs, builds, and operates hydrogen fuel supply solutions to support the deployment of hydrogen fuel cell electric vehicles.
On April 30, 2025, (the “Effective Date”), we entered into a Co-investment agreement (the “Co-Investment Agreement”) with certain affiliates of MSD Partners, L.P., (collectively, “BDT&MSD”), in connection with BDT&MSD’s purchase (the “Share Purchase”) of all of the shares of common stock of HTEC, owned by (and from) ISQ HTEC HoldCo Limited, (“ISQ”), pursuant to a Share Purchase Agreement by and among BDT&MSD, ISQ, Chart and HTEC (the “SPA”).
Following the consummation of the Share Purchase, which shall occur in the next several days, ISQ shall no longer own any equity interests in HTEC.
Pursuant to the Co-Investment Agreement, Chart and BDT&MSD have agreed to, among other terms, the following:
•In the following circumstances, BDT&MSD shall have the right to sell to Chart all (and not less than all) of the shares of HTEC common stock acquired by BDT&MSD from ISQ on the Effective Date and which are still held by BDT&MSD at such time (the “Put Option”):
i.the third anniversary of the Effective 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 Effective Date through the third anniversary of the Effective 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 upon which our leverage ratio exceeds either 4.25 x for three full consecutive calendar quarters or 6 x.
v.the date of a bankruptcy or credit default event.
16
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
•In the event that BDT&MSD exercises its Put Option, we shall pay to BDT&MSD an amount in cash equal to $323.0 or $51.20 per share (“Base Price”) in exchange for each relevant share of HTEC (the “BDT&MSD Put Option Consideration”); provided, however, that, upon the occurrence of the first triggering event that occurs on or after the third anniversary of the Effective Date (or if the first triggering event occurs prior thereto, but the closing of the Put Option has not been consummated prior to the third anniversary), the Base Price shall increase at the annualized rate of 11.25 % until the closing of the Put Option.
•Conversely, at any time after the third anniversary of the Effective Date, Chart shall have the right to purchase from BDT&MSD up to an aggregate of 85 % of the shares of HTEC common stock acquired by BDT&MSD from ISQ on the Effective Date and which are still held by BDT&MSD at such time (the “Call Option”). In the event that Chart exercises the Call Option, Chart shall pay to BDT&MSD an amount in cash in exchange for such common stock such that BDT&MSD shall realize the greater of (i) an internal rate of return of 12.75 % and (ii) a multiple on BDT&MSD’s invested capital of 1.80 x, in each case with respect to each share of HTEC common stock which is subject to the Call Option.
•The Co-Investment Agreement shall terminate automatically upon the consummation of an initial public offering by HTEC of its common stock.
In connection with the sale by ISQ of all of its equity interests in HTEC to BDT&MSD as further described above, the following agreements, each of which has been previously disclosed by us in our Annual Report on Form 10-K dated December 31, 2024, were terminated by all of the parties thereto as of the Effective Date: (i) that certain Co-Investment Agreement, dated as of September 7, 2021, by and between Chart and ISQ, and (ii) that certain Tri-Party Agreement, dated as of October 2, 2024, by and among Chart, HTEC, ISQ, Colin Armstrong and Cenco Innovations Ltd.
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 put option and call option under the Co-Investment Agreement, dated as of September 7, 2021 was not material on March 31, 2025 and December 31, 2024.
Hy24 (f/k/a FiveT Hydrogen Fund and Clean H2 Infra Fund)
On April 5, 2021, we were admitted as an anchor investor in Hy24 (the “”). Hy24 is a joint venture between Ardian, a European investment house, and FiveT Hydrogen, an investment manager specialized purely on clean hydrogen investments. Our total investment to date is euro 16.2 million (equivalent to $17.5 ), making our unfunded commitment euro 33.8 million (equivalent to $36.5 ).
17
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 8 — Debt and Credit Arrangements
Summary of Outstanding Borrowings
The following table represents the components of our borrowings:
| March 31, 2025 | December 31, 2024 | ||||||||||
| Senior secured and senior unsecured notes: | |||||||||||
| Principal amount, senior secured notes due 2030 | $ | $ | |||||||||
| Principal amount, senior unsecured notes due 2031 | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Senior secured and senior unsecured notes, net of unamortized discount and debt issuance costs | |||||||||||
| Senior secured revolving credit facilities and term loans: | |||||||||||
| Term loans due March 2030 | |||||||||||
Senior secured revolving credit facility due April 2029 | |||||||||||
| Unamortized discount | ( | ( | |||||||||
| Unamortized debt issuance costs | ( | ( | |||||||||
| Senior secured revolving credit facility and term loan, net of unamortized discount and debt issuance costs | |||||||||||
Other debt facilities | |||||||||||
| Total debt, net of unamortized debt issuance costs | |||||||||||
| Less: Current maturities | |||||||||||
| Long-term debt | $ | $ | |||||||||
Cash paid for interest during the three months ended March 31, 2025 and 2024 was $115.4 and $121.4 , respectively.
Senior Secured and Unsecured Notes
On December 22, 2022, we completed the issuance and sale of (i) $1,460.0 aggregate principal amount of 7.500 % Secured Notes at an issue price of 98.661 % and (ii) $510.0 aggregate principal amount of 9.500 % Unsecured Notes (together with the Secured Notes, the “Notes”), at an issue price of 97.949 %. The Secured Notes mature on January 1, 2030, and the Unsecured Notes mature on January 1, 2031. The effective interest rate on the Secured Notes and Unsecured Notes is 7.8 % and 9.9 %, respectively, after accounting for original issue discounts and debt issuance costs.
Senior Secured Revolving Credit Facility and Term Loans
Senior Secured Revolving Credit Facility
Our fifth amended and restated credit agreement dated as of April 8, 2024, as amended (the “Credit Agreement”) provides for a senior secured revolving credit facility (the “SSRCF”). The SSRCF had a borrowing capacity of $1,250.0 and includes sub limits for letters of credit and swingline loans. At March 31, 2025, there were $290.4 in borrowings outstanding under the SSRCF bearing an interest rate of 6.0 % (7.0 % as of December 31, 2024) and $264.6 in letters of credit and bank guarantees outstanding supported by the SSRCF. As of March 31, 2025, we had unused borrowing capacity of $695.0 .
A portion of borrowings outstanding under the SSRCF are denominated in euros (“EUR Revolver Borrowings”). EUR Revolver Borrowings outstanding were euro 78.0 million (equivalent to $84.4 ) at March 31, 2025 and euro 78.0 million (equivalent to $81.0 ) at December 31, 2024.
18
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Significant financial covenants for the SSRCF include financial maintenance covenants that (i) require the ratio of the amount of Chart and its subsidiaries’ consolidated total net indebtedness to consolidated EBITDA to be less than the Maximum Total Net Leverage Ratio Levels and (ii) require the ratio of the amount of Chart and its subsidiaries’ consolidated EBITDA to consolidated cash interest expense to be greater than the Minimum Interest Coverage Ratio Levels. The SSRCF includes a number of other customary covenants. At March 31, 2025, we were in compliance with all covenants.
Term Loans
Chart has term loans in the aggregate principal amount of $1,581.0 under the Credit Agreement, which mature on March 18, 2030 (“term loans due March 2030”). As of March 31, 2025, the term loans due March 2030 bore an interest rate of 6.8 % (7.1 % as of December 31, 2024). The effective interest rate on the term loans due March 2030 is 9.1 % after accounting for original issue discount and debt issuance costs.
Significant financial covenants and customary events of default for the term loans due March 2030 are substantially identical to those in the SSRCF.
Other Debt Facilities
We have local credit facilities to meet local working capital demands, fund letters of credit and bank guarantees, and support other short-term cash requirements. The facilities generally have variable interest rates and are denominated in local currency but may, in some cases, facilitate borrowings in multiple currencies. As of March 31, 2025 we had additional capacity of U.S. dollar equivalent $56.2 .
Certain of our other debt facilities allow us to request bank guarantees and letters of credit. None of these facilities allow revolving credit borrowings. We have letters of credit and bank guarantees outside of our Credit Agreement that totaled U.S. dollar equivalent $261.3 and $173.8 as of March 31, 2025 and December 31, 2024, respectively.
Fair Value Disclosures
The following table summarizes the carrying values and fair values of our actively quoted debt instruments (1):
| March 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||
| Term loans due March 2030 | $ | $ | $ | $ | |||||||||||||||||||
| Senior secured notes due 2030 | |||||||||||||||||||||||
| Senior unsecured notes due 2031 | |||||||||||||||||||||||
_______________
(1)The debt instruments noted above are actively quoted instruments and, accordingly, their fair values were determined using Level 1 inputs.
The carrying amounts of borrowings outstanding on our senior secured revolving credit facility approximate fair value, as interest rates are variable and reflective of market rates (categorized as Level 2 of the fair value hierarchy).
NOTE 9 — Shareholders' Equity
Series B Mandatory Convertible Preferred Stock
On December 13, 2022, we completed a preferred stock offering, through which Chart issued and sold 8.050 million depositary shares, each representing a 1/20th interest in a share of Chart’s 6.75 % Series B Mandatory Convertible Preferred Stock, liquidation preference $1,000 per share, par value $0.01 per share (the “Mandatory Convertible Preferred Stock”). The amount issued included 1.050 million depositary shares issued pursuant to the exercise in full of the option granted to the underwriters to purchase additional depositary shares.
Dividends. Dividends on the Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared at an annual rate of 6.75 % on the liquidation value of $1,000 per share. Chart may pay declared dividends in cash or, subject to certain limitations, in shares of common stock, or in any combination of cash and shares of common stock on March 15, June 15, September 15 and December 15 of each year, commencing on March 15, 2023 and ending on, and
19
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
including, December 15, 2025. We declared and paid $6.8
Mandatory Conversion. Unless earlier converted, each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be December 15, 2025, into not less than 7.0520 and not more than 8.4620 shares of common stock per share of Mandatory Convertible Preferred Stock, depending on the applicable market value and subject to certain anti-dilution adjustments. Correspondingly, the conversion rate per depositary share will be not less than 0.3526 and not more than 0.4231 shares of common stock per depositary share. The conversion rate will be determined based on a preceding 20-day volume-weighted-average-price of common stock.
The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
| Applicable Market Value of Common Stock | Conversion Rate per Share of Mandatory Convertible Preferred Stock | |||||||
Greater than $ | ||||||||
Equal to or less than $ | Between | |||||||
Less than $ | ||||||||
The following table illustrates the conversion rate per depositary share, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:
| Applicable Market Value of Common Stock | Conversion Rate per Depositary Share | |||||||
Greater than $ | ||||||||
Equal to or less than $ | Between | |||||||
Less than $ | ||||||||
Optional Conversion of the Holder. Other than during a fundamental change conversion period, at any time prior to December 15, 2025, a holder of the Mandatory Convertible Preferred Stock may elect to convert such holder’s shares of Mandatory Convertible Preferred Stock, in whole or in part, at the Minimum Conversion Rate of 7.0520 shares of common stock per share of Mandatory Convertible Preferred Stock (equivalent to 0.3526 shares of common stock per depositary share), subject to certain anti-dilution and other adjustments. Because each depositary share represents a 1/20th fractional interest in a share of Mandatory Convertible Preferred Stock, a holder of depositary shares may convert its depositary shares only in lots of 20 depositary shares.
Fundamental Change Conversion. If a fundamental change occurs on or prior to December 15, 2025, holders of the Mandatory Convertible Preferred Stock will have the right to convert their shares of Mandatory Convertible Preferred Stock, in whole or in part, into shares of common stock at the fundamental change conversion rate during the period beginning on, and including, the effective date of such fundamental change and ending on, and including, the earlier of (a) the date that is 20 calendar days after such effective date (or, if later, the date that is 20 calendar days after holders receive notice of such fundamental change) and (b) December 15, 2025. Holders who convert shares of the Mandatory Convertible Preferred Stock during that period will also receive a make-whole dividend amount comprised of a fundamental change dividend make-whole amount, and to the extent there is any, the accumulated dividend amount. Because each depositary share represents a 1/20th fractional interest in a share of the Series B Preferred Stock, a holder of depositary shares may convert its depositary shares upon a fundamental change only in lots of 20 depositary shares.
Ranking. The Mandatory Convertible Preferred Stock, with respect to anticipated dividends and distributions upon Chart’s liquidation or dissolution, or winding-up of Chart’s affairs, ranks or will rank:
•senior to our common stock and each other class or series of capital stock issued after the initial issue date of the Mandatory Convertible Preferred Stock, the terms of which do not expressly provide that such capital stock ranks either senior to the Mandatory Convertible Preferred Stock or on a parity with Mandatory Convertible Preferred Stock;
20
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
•equal with any class or series of capital stock issued after the initial issue date the terms of which expressly provide that such capital stock will rank equal with the Mandatory Convertible Preferred Stock;
•junior to the Series A Preferred Stock, if issued, and each other class or series of capital stock issued after the initial issue date that is expressly made senior to the Mandatory Convertible Preferred Stock;
•junior to our existing and future indebtedness; and
•structurally subordinated to any existing and future indebtedness of our subsidiaries as well as the capital stock of our subsidiaries held by third parties.
Voting Rights. Holders of Mandatory Convertible Preferred Stock generally will not have voting rights. Whenever dividends on shares of Mandatory Convertible Preferred Stock have not been declared and paid for six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date and ending on, but excluding, March 15, 2023), whether or not for consecutive dividend periods, the holders of such shares of Mandatory Convertible Preferred Stock, voting together as a single class with holders of all other series of voting preferred stock of equal rank, then outstanding, will be entitled at our next annual or special meeting of shareholders to vote for the election of a total of two additional members of our board of directors, subject to certain limitations. This right will terminate if and when all accumulated and unpaid dividends have been paid in full, or declared and a sum sufficient for such payment shall have been set aside. Upon such termination, the term of office of each preferred stock director so elected will terminate at such time and the number of directors on our board of directors will automatically decrease by two, subject to the revesting of such rights in the event of each subsequent nonpayment.
Embedded Derivatives. There are no material embedded derivatives that meet the criteria for bifurcation and separate accounting pursuant to ASC 815-15, Embedded Derivatives.
NOTE 10 — Derivative Financial Instruments
Derivatives and Hedging
We utilize a combination of cross-currency swaps and foreign exchange collars (together the “Foreign Exchange Collar Contracts”) as a net investment hedge of a portion of our investments in certain international subsidiaries that use the euro as their functional currency in order to reduce the volatility caused by changes in exchange rates. We are also a party to foreign currency contracts not designated as hedging instruments (the “Foreign Currency Contracts”) which are used to mitigate the risk associated with cash management activities and customer forward sale agreements denominated in currencies other than the applicable local currency, and to match costs and expected revenues where production facilities have a different currency than the selling currency.
Our Foreign Currency Contracts are measured at fair value with changes in fair value recorded within other expense, net. We classify cash flows related to our Foreign Currency Contracts as operating activities within our condensed consolidated statements of cash flows. Our derivative contracts are entered into with major financial institutions in order to reduce credit risk and risk of nonperformance by third parties. We believe the credit risks with respect to the counterparties, and the foreign currency risks that would not be hedged if the counterparties fail to fulfill their obligations under the contract, are not material in view of our understanding of the financial strength of the counterparties. Our derivative contracts are not exchange traded instruments and their fair value is determined using the cash flows of the contracts, discount rates to account for the passage of time, implied volatility, current foreign exchange market data and credit risk, which are all based on inputs readily available in public markets and categorized as Level 2 fair value hierarchy measurements.
21
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
The following table represents the fair value of our asset and liability derivatives:
| March 31, 2025 | |||||||||||||||||||||||||||||
| Notional Amount | Fair Value Other Current Assets | Fair Value Other Assets | Fair Value Other Current Liabilities | Fair Value Other Long-Term Liabilities | |||||||||||||||||||||||||
| Derivatives designated as net investment hedge | |||||||||||||||||||||||||||||
Foreign Exchange Collar Contracts (1) | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||||||||
| Notional Amount | Fair Value Other Current Assets | Fair Value Other Assets | Fair Value Other Current Liabilities | Fair Value Other Long-Term Liabilities | |||||||||||||||||||||||||
| Derivatives designated as net investment hedge | |||||||||||||||||||||||||||||
Foreign Exchange Collar Contracts (1) | $ | $ | — | $ | — | $ | — | $ | |||||||||||||||||||||
| Derivatives not designated as hedges | |||||||||||||||||||||||||||||
| Foreign Currency Contracts | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
(1)Represents foreign exchange swaps and foreign exchange options.
22
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 11 — Accumulated Other Comprehensive Loss
The components of accumulated other comprehensive (loss) income are as follows:
Foreign currency translation adjustments (1) | Pension liability adjustments, net of taxes | Accumulated other comprehensive loss | |||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income before reclassifications, net of taxes | |||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss, net of taxes | |||||||||||||||||
| Net current-period other comprehensive income, net of taxes | |||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $ | ( | $ | ( | |||||||||||
Foreign currency translation adjustments (1) | Pension liability adjustments, net of taxes | Accumulated other comprehensive income (loss) | |||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | |||||||||||||
| Other comprehensive loss before reclassifications, net of taxes | ( | ( | |||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss), net of taxes | ( | ( | |||||||||||||||
| Net current-period other comprehensive loss, net of taxes | ( | ( | ( | ||||||||||||||
| Balance at March 31, 2024 | $ | ( | $ | ( | $ | ( | |||||||||||
_______________
(1)Foreign currency translation adjustments includes translation adjustments and net investment hedge, net of taxes. See Note 10, “Derivative Financial Instruments,” for further information related to the net investment hedge.
23
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
NOTE 12 — Earnings Per Share
The following table represents calculations of net earnings per share of common stock:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Amounts attributable to Chart common shareholders | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Less: Mandatory convertible preferred stock dividend requirement | |||||||||||
| Income from continuing operations attributable to Chart | |||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||
| Net income attributable to Chart common shareholders | |||||||||||
| Earnings per common share – basic: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Chart Industries, Inc. | $ | $ | |||||||||
| Earnings per common share – diluted: | |||||||||||
| Income from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net income attributable to Chart Industries, Inc. | $ | $ | |||||||||
| Weighted average number of common shares outstanding – basic | |||||||||||
| Incremental shares issuable upon assumed conversion and exercise of share-based awards | |||||||||||
| Incremental shares issuable due to dilutive effect of convertible notes | |||||||||||
| Incremental shares issuable due to dilutive effect of the warrants | |||||||||||
| Weighted average number of common shares outstanding – diluted | |||||||||||
Diluted earnings per share does not reflect the following cumulative preferred stock dividends and potential common shares as the effect would be anti-dilutive:
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Numerator | |||||||||||
Mandatory convertible preferred stock dividend requirement (1) | $ | $ | |||||||||
| Denominator | |||||||||||
| Anti-dilutive shares, Share-based awards | |||||||||||
Anti-dilutive shares, Mandatory convertible preferred stock (1) | |||||||||||
| Total anti-dilutive securities | |||||||||||
_______________
(1)We calculate the basic and diluted earnings per share based on net income, which approximates income available to common shareholders for each period. Earnings per share is calculated using the two-class method, which is an earnings allocation formula that determines the earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Mandatory Convertible Preferred Stock are participating securities. Undistributed earnings are not allocated to the participating securities because the participation features are discretionary. Net losses are not allocated to the Series B Mandatory
24
CHART INDUSTRIES, INC. AND SUBSIDIARIES
Notes to the Unaudited Condensed Consolidated Financial Statements – March 31, 2025
(Dollars and shares in millions, except per share amounts) – Continued
Convertible Preferred Stock, as it does not have a contractual obligation to share in the losses of Chart. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share is computed by dividing net income available to common shareholders by the sum of the weighted average number of common shares outstanding and any dilutive non-participating securities for the period.
NOTE 13 — Income Taxes
Income tax expense relating to continuing operations of $17.6 and $8.8 for the three months ended March 31, 2025 and 2024, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 24.5 % and 34.0 %, respectively.
The effective income tax rate of 24.5 % for the three months ended March 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate, withholding taxes on foreign earnings not permanently reinvested offset by the release of valuation allowances, the U.S. impact of foreign operations and research and development credits.
NOTE 14 — Share-based Compensation
During the three months ended March 31, 2025, we granted 0.05 stock options, 0.05 restricted stock units and 0.03 performance units. The total fair value of awards granted to employees during the three months ended March 31, 2025 was $20.1 . In addition, our non-employee directors received stock awards with a total fair value of $0.4 .
Stock options generally have a four-year graded vesting period. Restricted stock and restricted stock units generally vest ratably over a three-year period. Performance units generally vest at the end of a three-year performance period based on the attainment of certain pre-determined performance condition targets. During the three months ended March 31, 2025, 0.04 0.01 performance units vested.
Share-based compensation expense was $6.2 and $6.0 for the three months ended March 31, 2025 and 2024, respectively. Share-based compensation expense is included in selling, general and administrative expenses in the unaudited condensed consolidated statements of income and comprehensive income (loss). As of March 31, 2025, total share-based compensation of $32.5 is expected to be recognized over the weighted-average period of approximately 2.35 years.
NOTE 15 — Commitments and Contingencies
Environmental
We are subject to federal, state, local, and foreign environmental laws and regulations concerning, among other matters, waste water effluents, air emissions, and handling and disposal of hazardous materials, such as cleaning fluids. We are involved with environmental compliance, investigation, monitoring, and remediation activities at certain of our owned and formerly owned manufacturing facilities, and, except for these continuing remediation efforts, believe we are currently in substantial compliance with all known environmental regulations. Undiscounted accrued reserves at both March 31, 2025 and December 31, 2024 were not
Legal Proceedings
We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations. Due to the inherent uncertainties related to the eventual outcome of litigation and potential insurance recoveries, it is possible that certain matters may be resolved for amounts materially different from any provisions or disclosures that we have previously made.
25
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our results of operations and financial condition should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ materially from those discussed below. See “Forward-Looking Statements” at the end of this discussion and Item 1A. “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with this discussion.
Overview
Chart Industries, Inc. is a global leader in the design, engineering, and manufacturing of process technologies and equipment for gas and liquid molecule handling for the Nexus of Clean™ - clean power, clean water, clean food, and clean industrials, regardless of molecule. The Company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. Chart is a leading provider of technology, equipment and services related to LNG, hydrogen, biogas and CO2 capture among other applications. Chart is committed to excellence in ESG issues both for its company as well as its customers. With 64 global manufacturing locations and over 50 service centers from the United States to Asia, Australia, India, Europe the Middle East, Africa and South America, we maintain accountability and transparency to our team members, suppliers, customers and communities.
The financial information presented and discussion of results that follows is presented on a continuing operations basis unless stated otherwise.
Macroeconomic Impacts
Geopolitical instability continues to create uncertainty in the global economy, including the current conflict between Russia and Ukraine and the related sanctions imposed by countries against Russia, along with the heightened tensions between the United States and China. Unrest in the Middle East may impact our business and operations and strain global supply chains. Moreover, a substantial amount of uncertainty exists regarding the impact of international monetary and trade policies on our business and markets, including possible continued volatility in interest rates and inflation, as well as the unknown impact of recent or threatened changes to U.S. governmental trade policies, including the introduction of global tariffs on all U.S. trading partners, as well as the possible impact of any retaliatory tariffs on products from the United States. Additionally, geopolitical uncertainty regarding energy policies may affect the timing of certain projects. We are unable to predict the impact these actions will have on the global economy or on our business, financial condition and results of operations. These events did not have a material adverse effect on our reported results for the first quarter of 2025. We continue to actively monitor the impact of these macroeconomic developments on our results of operations for the remainder of 2025 and beyond.
Environmental, Social, Governance
Chart is proud to be at the forefront of the energy transition as a leading provider of technology, equipment and services related to LNG, hydrogen & helium, biogas, carbon capture and water treatment, among other applications. We also have a unique offering for the Nexus of Clean™ – clean power, clean water, clean food and clean industrials. Reporting our ESG performance is one of the ways we demonstrate accountability and transparency to our team members, suppliers, customers, shareholders and communities. Further information can be found in our Annual Sustainability report which we released in April 2025.
First Quarter 2025 Highlights
We had consolidated orders of $1,315.6 million for the three months ended March 31, 2025 compared to $1,121.6 million for the three months ended March 31, 2024. The increase in orders versus the three months ended March 31, 2024 was largely driven by higher orders in our Repair, Service & Leasing and Cryo Tank Solutions segments. Our ending total backlog was $5,143.6 million as of March 31, 2025 compared to $4,331.1 million as of March 31, 2024.
Consolidated sales were $1,001.5 million in the three months ended March 31, 2025 compared to $950.7 million in the three months ended March 31, 2024. Compared to the first quarter of 2024, sales were up 5.3% driven by increases in our Heat Transfer Systems, Specialty Products and Repair, Service & Leasing segments. Sales were negatively impacted 1.3% from foreign currency fluctuations versus the first quarter of 2024. Consolidated gross profit margin for the three months ended March 31, 2025 of 33.9% increased from 31.8% for the three months ended March 31, 2024. This increase from the three months ended March 31, 2024 was primarily driven by improved margins in our Cryo Tank Solutions, Heat Transfer Systems and Specialty Products segments.
26
Consolidated Results for the Three Months Ended March 31, 2025 and 2024, and December 31, 2024
The following table includes key metrics used to evaluate our business and measure our performance and represents selected financial data for our operating segments for the three months ended March 31, 2025 and 2024 and December 31, 2024 (dollars in millions).
Selected Financial Information
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | Current Quarter vs. Prior Sequential Quarter | |||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | December 31, 2024 | Variance ($) | Variance (%) | Variance ($) | Variance (%) | |||||||||||||||||||||||||||||||||||
| Sales | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 153.2 | $ | 159.7 | $ | 150.2 | $ | (6.5) | (4.1) | % | $ | 3.0 | 2.0 | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 267.3 | 253.6 | 288.8 | 13.7 | 5.4 | % | (21.5) | (7.4) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 276.1 | 236.5 | 316.9 | 39.6 | 16.7 | % | (40.8) | (12.9) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 304.9 | 301.0 | 350.7 | 3.9 | 1.3 | % | (45.8) | (13.1) | % | ||||||||||||||||||||||||||||||||
| Intersegment eliminations | — | (0.1) | 0.2 | 0.1 | (100.0) | % | (0.2) | (100.0) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 1,001.5 | $ | 950.7 | $ | 1,106.8 | $ | 50.8 | 5.3 | % | $ | (105.3) | (9.5) | % | |||||||||||||||||||||||||||
| Gross Profit | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 37.2 | $ | 32.8 | $ | 36.6 | $ | 4.4 | 13.4 | % | $ | 0.6 | 1.6 | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 82.6 | 70.1 | 91.7 | 12.5 | 17.8 | % | (9.1) | (9.9) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 83.7 | 58.9 | 86.8 | 24.8 | 42.1 | % | (3.1) | (3.6) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 136.3 | 140.5 | 157.2 | (4.2) | (3.0) | % | (20.9) | (13.3) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 339.8 | $ | 302.3 | $ | 372.3 | $ | 37.5 | 12.4 | % | $ | (32.5) | (8.7) | % | |||||||||||||||||||||||||||
| Gross Profit Margin | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | 24.3 | % | 20.5 | % | 24.4 | % | |||||||||||||||||||||||||||||||||||
| Heat Transfer Systems | 30.9 | % | 27.6 | % | 31.8 | % | |||||||||||||||||||||||||||||||||||
| Specialty Products | 30.3 | % | 24.9 | % | 27.4 | % | |||||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 44.7 | % | 46.7 | % | 44.8 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | 33.9 | % | 31.8 | % | 33.6 | % | |||||||||||||||||||||||||||||||||||
| SG&A Expenses | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 17.7 | $ | 16.9 | $ | 13.4 | $ | 0.8 | 4.7 | % | $ | 4.3 | 32.1 | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 10.8 | 13.9 | 10.9 | (3.1) | (22.3) | % | (0.1) | (0.9) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 30.4 | 28.7 | 28.9 | 1.7 | 5.9 | % | 1.5 | 5.2 | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 38.9 | 39.5 | 35.8 | (0.6) | (1.5) | % | 3.1 | 8.7 | % | ||||||||||||||||||||||||||||||||
Corporate | 43.2 | 42.5 | 45.0 | 0.7 | 1.6 | % | (1.8) | (4.0) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 141.0 | $ | 141.5 | $ | 134.0 | $ | (0.5) | (0.4) | % | $ | 7.0 | 5.2 | % | |||||||||||||||||||||||||||
| SG&A Expenses (% of Sales) | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | 11.6 | % | 10.6 | % | 8.9 | % | |||||||||||||||||||||||||||||||||||
| Heat Transfer Systems | 4.0 | % | 5.5 | % | 3.8 | % | |||||||||||||||||||||||||||||||||||
| Specialty Products | 11.0 | % | 12.1 | % | 9.1 | % | |||||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 12.8 | % | 13.1 | % | 10.2 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | 14.1 | % | 14.9 | % | 12.1 | % | |||||||||||||||||||||||||||||||||||
27
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | Current Quarter vs. Prior Sequential Quarter | |||||||||||||||||||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | December 31, 2024 | Variance ($) | Variance (%) | Variance ($) | Variance (%) | |||||||||||||||||||||||||||||||||||
| Operating Income (Loss) | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | $ | 17.6 | $ | 14.0 | $ | 21.1 | $ | 3.6 | 25.7 | % | $ | (3.5) | (16.6) | % | |||||||||||||||||||||||||||
| Heat Transfer Systems | 66.9 | 51.2 | 75.7 | 15.7 | 30.7 | % | (8.8) | (11.6) | % | ||||||||||||||||||||||||||||||||
| Specialty Products | 48.3 | 25.1 | 51.1 | 23.2 | 92.4 | % | (2.8) | (5.5) | % | ||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 62.7 | 65.1 | 85.4 | (2.4) | (3.7) | % | (22.7) | (26.6) | % | ||||||||||||||||||||||||||||||||
Corporate | (43.2) | (42.5) | (45.0) | (0.7) | 1.6 | % | 1.8 | (4.0) | % | ||||||||||||||||||||||||||||||||
| Consolidated | $ | 152.3 | $ | 112.9 | $ | 188.3 | $ | 39.4 | 34.9 | % | $ | (36.0) | (19.1) | % | |||||||||||||||||||||||||||
| Operating Margin | |||||||||||||||||||||||||||||||||||||||||
| Cryo Tank Solutions | 11.5 | % | 8.8 | % | 14.0 | % | |||||||||||||||||||||||||||||||||||
| Heat Transfer Systems | 25.0 | % | 20.2 | % | 26.2 | % | |||||||||||||||||||||||||||||||||||
| Specialty Products | 17.5 | % | 10.6 | % | 16.1 | % | |||||||||||||||||||||||||||||||||||
| Repair, Service & Leasing | 20.6 | % | 21.6 | % | 24.4 | % | |||||||||||||||||||||||||||||||||||
| Consolidated | 15.2 | % | 11.9 | % | 17.0 | % | |||||||||||||||||||||||||||||||||||
Results of Operations for the Three Months Ended March 31, 2025 and 2024
Sales for the first quarter of 2025 compared to the same quarter in 2024 increased by $50.8 million, from $950.7 million to $1,001.5 million, or 5.3%. The increase compared to the first quarter in 2024 was primarily driven by increased sales in our Specialty Products and Heat Transfer Systems segments. Sales were negatively impacted 1.3% from foreign currency fluctuations versus the first quarter of 2024.
Gross profit was $339.8 million for the first quarter of 2025, an increase of $37.5 million, or 12.4%, compared to $302.3 million for the same quarter in 2024. Gross profit margin of 33.9% for the first quarter of 2025 was an increase of 210 basis points from 31.8% in the first quarter of 2024. The gross profit margin increases versus the first quarter of 2024 were driven by improved margins in our Cryo Tank Solutions, Heat Transfer Systems and Specialty Products segments while Repair, Service & Leasing segment margins were down as we sold fewer specific high margin products and field service work in the first quarter 2025 as compared to the first quarter of 2024.
Consolidated selling, general and administrative (“SG&A”) expenses decreased by $0.5 million or 0.4% during the first quarter of 2025 compared to the same quarter in 2024.
Amortization expense decreased by $1.4 million to $46.5 million for the first quarter of 2025, compared to $47.9 million for the same quarter of 2024.
28
Interest Expense, Net
The following table presents the components of interest expense, net (dollars in millions):
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Interest expense term loans due March 2030 | $ | 26.9 | $ | 35.8 | |||||||
| Interest expense senior secured notes due 2030 | 26.7 | 26.8 | |||||||||
| Interest expense senior unsecured notes due 2031 | 11.8 | 11.8 | |||||||||
| Interest expense senior secured revolving credit facility due April 2029 | 7.3 | 6.9 | |||||||||
| Interest expense convertible notes due November 2024 | — | 0.9 | |||||||||
| Financing costs amortization | 4.8 | 4.7 | |||||||||
| Interest income | (1.2) | (2.2) | |||||||||
| Capitalized interest | (0.1) | (2.0) | |||||||||
| Other | 0.9 | 1.1 | |||||||||
| Interest expense, net | $ | 77.1 | $ | 83.8 | |||||||
Interest expense, net decreased by $6.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, which was mainly driven by lower interest rate margins and lower overall debt outstanding relative to our term loans due March 2030 in the first quarter of 2025 compared to the first quarter of 2024.
Financing costs amortization was $4.8 million and $4.7 million for the three months ended March 31, 2025 and 2024, respectively.
Income Tax Expense
Income tax expense of $17.6 million and $8.8 million for the three months ended March 31, 2025 and 2024, respectively, represents taxes on both U.S. and foreign earnings at a combined effective income tax rate of 24.5% and 34.0%, respectively. The effective income tax rate of 24.5% for the three months ended March 31, 2025 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate, withholding taxes on foreign earnings not permanently reinvested offset by the release of valuation allowances, the U.S. impact of foreign operations and research and development credits.
The effective income tax rate of 34.0% for the three months ended March 31, 2024 differed from the U.S. federal statutory rate of 21% primarily due to income earned by certain of our foreign entities being taxed at higher rates than the U.S. federal statutory rate, withholding taxes on foreign earnings not permanently reinvested and the build of valuation allowances offset by research and development credits.
Net Income Attributable to Chart Industries, Inc. from Continuing Operations
As a result of the foregoing, net income attributable to Chart Industries, Inc. from continuing operations for the three months ended March 31, 2025 and 2024 was $51.5 million and $13.5 million, respectively.
Segment Results
Our reportable and operating segments include: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, Service & Leasing. Corporate includes certain unallocated operating expenses for executive management, accounting, tax, treasury, corporate development, human resources, information technology, investor relations, legal, internal audit, risk management and share-based compensation expenses. Corporate support functions are not allocated to the segments. For further information, refer to Note 2, “Reportable Segments” of our unaudited condensed consolidated financial statements included under Item 1, “Financial Statements” in this report. The following tables include key metrics used to evaluate our business and measure our performance and represent selected financial data for our operating segments for the three months ended March 31, 2025 and 2024 (dollars in millions):
29
Cryo Tank Solutions — Results of Operations for the Three Months Ended March 31, 2025 and 2024
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 153.2 | $ | 159.7 | $ | (6.5) | (4.1) | % | |||||||||||||||
| Gross Profit | 37.2 | 32.8 | 4.4 | 13.4 | % | ||||||||||||||||||
| Gross Profit Margin | 24.3 | % | 20.5 | % | |||||||||||||||||||
| SG&A Expenses | $ | 17.7 | $ | 16.9 | $ | 0.8 | 4.7 | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 11.6 | % | 10.6 | % | |||||||||||||||||||
| Operating Income | $ | 17.6 | $ | 14.0 | $ | 3.6 | 25.7 | % | |||||||||||||||
| Operating Margin | 11.5 | % | 8.8 | % | |||||||||||||||||||
For the first quarter of 2025, Cryo Tank Solutions segment net sales decreased by $6.5 million as compared to the same quarter in 2024 primarily driven by lower industrial gas sales within the United States. Sales were negatively impacted 1.4% by foreign currency fluctuations.
During the first quarter of 2025, Cryo Tank Solutions segment gross profit increased by $4.4 million as compared to the same quarter in 2024, and gross profit margin increased by 380 basis points. The increase in gross profit and gross profit margin was driven by improved product mix and productivity.
Cryo Tank Solutions segment SG&A expenses increased by $0.8 million during the first quarter of 2025 as compared to the same quarter in 2024
Heat Transfer Systems — Results of Operations for the Three Months Ended March 31, 2025 and 2024
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 267.3 | $ | 253.6 | $ | 13.7 | 5.4 | % | |||||||||||||||
| Gross Profit | 82.6 | 70.1 | 12.5 | 17.8 | % | ||||||||||||||||||
| Gross Profit Margin | 30.9 | % | 27.6 | % | |||||||||||||||||||
| SG&A Expenses | $ | 10.8 | $ | 13.9 | $ | (3.1) | (22.3) | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 4.0 | % | 5.5 | % | |||||||||||||||||||
| Operating Income | $ | 66.9 | $ | 51.2 | $ | 15.7 | 30.7 | % | |||||||||||||||
| Operating Margin | 25.0 | % | 20.2 | % | |||||||||||||||||||
For the first quarter of 2025, Heat Transfer Systems segment sales increased by $13.7 million as compared to the same quarter in 2024. This increase was driven by continued execution of our backlog, primarily in LNG projects. Sales were negatively impacted 0.4% by foreign currency fluctuations.
During the first quarter of 2025, Heat Transfer Systems segment gross profit increased by $12.5 million as compared to the same quarter in 2024, and gross profit margin increased by 330 basis points. The increase in gross profit and gross profit margin is largely due to the increase in sales volume along with better productivity and project mix.
Heat Transfer Systems segment SG&A expenses decreased by $3.1 million during the first quarter of 2025 as compared to the same quarter in 2024.
30
Specialty Products — Results of Operations for the Three Months Ended March 31, 2025 and 2024
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 276.1 | $ | 236.5 | $ | 39.6 | 16.7 | % | |||||||||||||||
| Gross Profit | 83.7 | 58.9 | 24.8 | 42.1 | % | ||||||||||||||||||
| Gross Profit Margin | 30.3 | % | 24.9 | % | |||||||||||||||||||
| SG&A Expenses | $ | 30.4 | $ | 28.7 | $ | 1.7 | 5.9 | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 11.0 | % | 12.1 | % | |||||||||||||||||||
| Operating Income | $ | 48.3 | $ | 25.1 | $ | 23.2 | 92.4 | % | |||||||||||||||
| Operating Margin | 17.5 | % | 10.6 | % | |||||||||||||||||||
Specialty Products segment sales increased by $39.6 million during the first quarter of 2025 as compared to the same quarter in 2024. The increase in Specialty Products segment sales was driven by increased sales in hydrogen and water treatment projects among other end markets. Sales were negatively impacted 1.5% by foreign currency fluctuations.
Specialty Products segment gross profit increased by $24.8 million during the first quarter of 2025 as compared to the same quarter in 2024 largely due to the higher sales volume, while gross profit margin increased by 540 basis points primarily due to improved margin on hydrogen and infrastructure projects and the benefit of increased efficiencies, on a year over year basis, at our start up Theodore, Alabama facility.
Specialty Products segment SG&A expenses increased by $1.7 million during the first quarter of 2025 as compared to the same quarter in 2024.
Repair, Service & Leasing — Results of Operations for the Three Months Ended March 31, 2025 and 2024
| Three Months Ended | Current Quarter vs. Prior Year Same Quarter | ||||||||||||||||||||||
| March 31, 2025 | March 31, 2024 | Variance ($) | Variance (%) | ||||||||||||||||||||
| Sales | $ | 304.9 | $ | 301.0 | $ | 3.9 | 1.3 | % | |||||||||||||||
| Gross Profit | 136.3 | 140.5 | (4.2) | (3.0) | % | ||||||||||||||||||
| Gross Profit Margin | 44.7 | % | 46.7 | % | |||||||||||||||||||
| SG&A Expenses | $ | 38.9 | $ | 39.5 | $ | (0.6) | (1.5) | % | |||||||||||||||
| SG&A Expenses (% of Sales) | 12.8 | % | 13.1 | % | |||||||||||||||||||
| Operating Income | $ | 62.7 | $ | 65.1 | $ | (2.4) | (3.7) | % | |||||||||||||||
| Operating Margin | 20.6 | % | 21.6 | % | |||||||||||||||||||
For the first quarter of 2025, Repair, Service & Leasing segment sales increased by $3.9 million as compared to the same quarter in 2024. The increase was primarily driven by increased sales on retrofit projects offset by lower sales of spare equipment. Sales were negatively impacted 1.8% by foreign currency fluctuations.
During the first quarter of 2025, Repair, Service & Leasing segment gross profit decreased by $4.2 million as compared to the same quarter in 2024, and gross profit margin decreased by 200 basis points. The decrease in gross profit margin was driven by a lower mix of spare equipment sales.
Repair, Service & Leasing segment SG&A expenses during the first quarter of 2025 decreased by $0.6 compared to the first quarter 2024.
Corporate
Corporate SG&A expenses increased by $0.7 million during the first quarter of 2025 as compared to the same quarter in 2024.
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Liquidity and Capital Resources
Debt Instruments and Related Covenants
Our debt instruments and related covenants are described in Note 10, “Debt and Credit Arrangements” to the consolidated financial statements in our 2024 Annual Report on Form 10-K and Note 8, “Debt and Credit Arrangements” to our unaudited condensed consolidated financial statements included under Item 1, “Financial Statements” in this report.
Sources and Uses of Cash
The discussion of sources and uses of cash that follows is presented on a consolidated basis. Our cash, cash equivalents, restricted cash, and restricted cash equivalents totaled $298.0 million at March 31, 2025, a decrease of $12.5 million from the balance at December 31, 2024. Our foreign subsidiaries held cash of $266.0 million and $281.6 million, at March 31, 2025, and December 31, 2024, respectively. No material restrictions exist to accessing cash held by our foreign subsidiaries. Cash equivalents are primarily invested in money market funds that invest in high quality, short-term instruments, such as U.S. government obligations, certificates of deposit, repurchase obligations, and commercial paper issued by corporations that have been highly rated by at least one nationally recognized rating organization, and in the case of cash equivalents in China, obligations of local banks. We believe that our existing cash and cash equivalents, funds available under our senior secured revolving credit facility due April 2029 or other financing alternatives, and cash provided by operations will be sufficient to meet our normal working capital needs, capital expenditures, debt repayments and investments for the foreseeable future.
Cash used in operating activities was $60.0 million for the three months ended March 31, 2025 as compared to cash used in operating activities of $95.1 million for the three months ended March 31, 2024. The improvement in cash used in operating activities was primarily due to stronger operating performance in the current period.
Cash used in investing activities was $21.1 million and $51.8 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we used $20.1 million for capital expenditures and $1.4 million mainly for investments in Hy24. During the three months ended March 31, 2024, we used $46.1 million for capital expenditures and $6.0 million mainly for investments in Hy24.
Cash provided by financing activities was $65.7 million and $143.9 million for the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025, we borrowed $746.2 million and repaid $666.6 million in borrowings on our revolving credit facility and paid $6.8 million of dividends on our mandatory convertible preferred stock. During the three months ended March 31, 2024, we borrowed $634.2 million and repaid $479.3 million in borrowings on our revolving credit facility and paid $6.8 million of dividends on our mandatory convertible preferred stock.
Cash Requirements
We do not currently anticipate any unusual cash requirements for working capital needs for the year ending December 31, 2025. Management anticipates we will be able to satisfy cash requirements for our ongoing business for the foreseeable future with cash generated by operations, existing cash balances and available borrowings under our credit facilities.
In our Annual Report on Form 10-K dated December 31, 2024, we shared that we signed a letter of intent with a new counterparty to replace our HTEC put option that could have been exercised by I Squared Capital on or after May 1, 2025. The new agreement was executed on April 30, 2025. Based on the put option triggers in the new co-investment agreement (which are substantially similar to the previous co-investment agreement), we do not expect any balance sheet or cash impact with respect to such option prior to 2028. Further information is located in Note 7, “Investments” to our unaudited condensed consolidated financial statements included in Item 1 of this Quarterly Report on Form 10-Q.
Orders and Backlog
We consider orders to be those for which we have received a firm signed purchase order or other written contractual commitment from the customer. Backlog is comprised of the portion of firm signed purchase orders or other written contractual commitments from customers for which work has not been performed, or is partially completed, that we have not recognized as revenue and excludes unexercised contract options and potential orders. Our backlog as of March 31, 2025 was $5,143.6 million, compared to $4,331.1 million as of March 31, 2024.
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The tables below represent orders received and backlog by segment for the periods indicated (dollars in millions):
| Three Months Ended | |||||||||||||||||
| March 31, 2025 | March 31, 2024 | December 31, 2024 | |||||||||||||||
| Orders | |||||||||||||||||
| Cryo Tank Solutions | $ | 152.6 | $ | 159.3 | $ | 138.5 | |||||||||||
| Heat Transfer Systems | 220.7 | 237.3 | 536.1 | ||||||||||||||
| Specialty Products | 487.7 | 391.3 | 509.3 | ||||||||||||||
| Repair, Service & Leasing | 454.6 | 333.9 | 369.2 | ||||||||||||||
| Intersegment eliminations | — | (0.2) | — | ||||||||||||||
| Consolidated | $ | 1,315.6 | $ | 1,121.6 | $ | 1,553.1 | |||||||||||
| As of | |||||||||||||||||
| March 31, 2025 | March 31, 2024 | December 31, 2024 | |||||||||||||||
| Backlog | |||||||||||||||||
| Cryo Tank Solutions | $ | 318.7 | $ | 367.5 | $ | 290.3 | |||||||||||
| Heat Transfer Systems | 2,042.2 | 1,685.9 | 2,097.4 | ||||||||||||||
| Specialty Products | 2,057.4 | 1,678.2 | 1,888.1 | ||||||||||||||
| Repair, Service & Leasing | 725.3 | 611.3 | 577.1 | ||||||||||||||
| Intersegment eliminations | — | (11.8) | (7.8) | ||||||||||||||
| Consolidated | $ | 5,143.6 | $ | 4,331.1 | $ | 4,845.1 | |||||||||||
Cryo Tank Solutions segment orders for the three months ended March 31, 2025 were $152.6 million compared to $159.3 million for the three months ended March 31, 2024. The decrease in Cryo Tank Solutions segment orders during the three months ended March 31, 2025 when compared to the same quarter last year and the fourth quarter of 2024 was primarily driven lower orders in Europe and China. Cryo Tank Solutions segment backlog at March 31, 2025 totaled $318.7 million compared to $367.5 million as of March 31, 2024.
Heat Transfer Systems segment orders for the three months ended March 31, 2025 were $220.7 million compared to $237.3 million for the three months ended March 31, 2024. The decrease in orders from the three months ended March 31, 2024 was mainly driven by lower sales in traditional energies offset by higher sales in LNG. Heat Transfer Systems segment backlog at March 31, 2025 totaled $2,042.2 million, as compared to $1,685.9 million as of March 31, 2024 mainly as a result of large orders volumes during the fourth quarter of 2024.
Specialty Products segment orders for the three months ended March 31, 2025 were $487.7 million compared to $391.3 million for the three months ended March 31, 2024. The increase in Specialty Products segment orders during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024 was driven by orders in HLNG vehicles, space, carbon capture, marine projects and nuclear partially offset by lower hydrogen orders. Specialty Products segment backlog totaled $2,057.4 million as of March 31, 2025, compared to $1,678.2 million as of March 31, 2024.
Repair, Service & Leasing segment orders for the three months ended March 31, 2025 were $454.6 million compared to $333.9 million for the three months ended March 31, 2024. The increase in orders for the three months ended March 31, 2025 versus the first quarter of 2024 was due to increased orders for retrofit projects. Repair, Service & Leasing segment backlog totaled $725.3 million as of March 31, 2025, compared to $611.3 million as of March 31, 2024.
Critical Accounting Estimates
Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and are based on the selection and application of significant accounting policies, which require management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. A summary of areas where we apply critical judgment can be found in our Annual Report on Form 10-K for the year ended December 31, 2024. In particular, judgment is used in areas such as goodwill, indefinite-lived intangible assets, business combinations, revenue from contracts with customers and income taxes. There have been no significant changes to our critical accounting estimates since December 31, 2024.
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Forward-Looking Statements
We are making this statement in order to satisfy the “safe harbor” provisions contained in the Private Securities Litigation Reform Act of 1995. This Annual Report includes “forward-looking statements.” These forward-looking statements include statements relating to our business, including statements regarding completed acquisitions and investments and related accretion or statements with respect to the use of proceeds or redeployment of capital from recent divestitures, as well statements regarding sales outlooks, revenues, cost and commercial synergies and efficiency savings, objectives, future orders, margins, segment sales mix, earnings or performance, liquidity and cash flow, repayment or settlement of maturing debt, inventory levels, capital expenditures, supply chain challenges, inflationary pressures including materials costs and pricing increases, business trends, clean energy market opportunities including addressable market and projected industry-wide investments, carbon and greenhouse gas (“GHG”) emission targets, governmental initiatives, including recently enacted U.S. tariffs and other trade policies, changes in governmental policies, executive orders and other information that is not historical in nature. In some cases, forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “target,” “continue” or the negative of such terms or comparable terminology. Forward-looking statements contained herein (including future cash contractual obligations, liquidity, debt repayment, cash flow, orders, results of operations, projected revenues, margins, capital expenditures, industry and business, trends, clean energy and other new market or expansion opportunities, cost and commercial synergies and savings objectives, and government initiatives, including uncertainties with respect to trade policies and tariffs, among other matters) or in other statements made by us are made based on management’s expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those matters expressed or implied by forward-looking statements.
The risk factors discussed in Item 1A. “Risk Factors” and the factors discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the year ended December 31, 2024, among others, could affect our future performance and liquidity and value of our securities and could cause our actual results to differ materially from those expressed or implied by forward-looking statements made by us or on our behalf. These factors should not be construed as exhaustive and there may also be other risks that we are unable to predict at this time.
All forward-looking statements attributable to us or persons acting on our behalf apply only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as the same may be updated from time to time. We undertake no obligation to update or revise forward-looking statements which may be made to reflect events or circumstances that arise after the filing date of this document or to reflect the occurrence of unanticipated events, except as otherwise required by law.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
For a discussion of the Company’s exposure to market risk, refer to Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” contained in our Annual Report on Form 10-K for the year ended December 31, 2024. As of March 31, 2025, there has been no material change in this information.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as of March 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of March 31, 2025, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) is accumulated and communicated to our management including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are occasionally subject to various legal claims related to performance under contracts, product liability, taxes, employment matters, environmental matters, intellectual property, and other matters incidental to the normal course of our business. Based on our historical experience in litigating these claims, as well as our current assessment of the underlying merits of the claims and applicable insurance, if any, management believes that the final resolution of these matters will not have a material adverse effect on our financial position, liquidity, cash flows, or results of operations, except that our results of operations for any particular reporting period may be adversely affected by any potential or actual loss that is accrued in such period. Future developments may, however, result in resolution of these legal claims in a way that could have a material adverse effect.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A. “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
| Issuer Purchases of Equity Securities | |||||||||||||||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (1) | Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | |||||||||||||||||||
| January 1 – 31, 2025 | 14,799 | $ | 195.62 | — | $ | — | |||||||||||||||||
| February 1 – 28, 2025 | 5,450 | 183.28 | — | — | |||||||||||||||||||
| March 1 – 31, 2025 | — | — | — | — | |||||||||||||||||||
| Total | 20,249 | 192.30 | — | $ | — | ||||||||||||||||||
_______________
(1)Includes shares of common stock surrendered to us during the first quarter of 2025 by participants under our share-based compensation plans to satisfy tax withholding obligations relating to the vesting or payment of equity awards for an aggregate purchase price of approximately $3,893,883. The total number of shares repurchased represents the net shares issued to satisfy tax withholding. All such repurchased shares were subsequently retired during the three months ended March 31, 2025.
(2)On December 11, 2024, our Board of Directors authorized a share repurchase program for up to $250.0 million of the Company’s common stock through various means, including open market transactions, block purchases, privately negotiated transactions or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The program may be modified, discontinued or suspended at any time without prior notice. We reiterate our financial policy of no share repurchases until we are below 2.5 times net leverage.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted terminated
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Item 6.Exhibits
The following exhibits are included with this report:
101.INS XBRL Instance Document *
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
_______________
(x) Filed herewith.
(xx) Furnished herewith.
* The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Chart Industries, Inc. | ||
| (Registrant) | ||
| Date: | May 1, 2025 | By: | /s/ Jillian C. Evanko | ||||||||
| Jillian C. Evanko | |||||||||||
Chief Executive Officer, President and a Director | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | May 1, 2025 | By: | /s/ Joseph R. Brinkman | ||||||||
| Joseph R. Brinkman | |||||||||||
Vice President and Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
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