Note 2 - Discontinued Operations

3 Months Ended

Mar. 31, 2025

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 2 – Discontinued Operations

On December 13, 2024, we entered into a definitive agreement to sell assets associated with our Canada operations to EMCO Corporation, and on March 14, 2025, we completed the sale. Net cash proceeds received as part of the sale were $17 million, which includes final working capital adjustments of $2 million that are expected to be received in the second quarter of 2025. The historical results of the Disposal Group have been reflected as discontinued operations in our condensed consolidated financial statements for all periods prior to the definitive agreement. As a result of the executed sale agreement in December of 2024, a pre-tax, non-cash loss on discontinued operations of approximately $22 million was recorded in the fourth quarter of 2024. Upon completion of the sale in March 2025, the cumulative foreign currency translation adjustment of $28 million was released from accumulated other comprehensive income and recognized in the condensed consolidated statement of operations. The total amount was included in loss from discontinued operations, net of tax for the three months ended March 31, 2025. Assets and liabilities associated with the Disposal Group are classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024.

In connection with the agreement to sell the Disposal Group and effective March 14, 2025, the Company entered into a Transition Services Agreement (“TSA”) under which the Company provides EMCO Corporation certain transition services related to operational systems, finance and accounting, human resources, information technology, treasury, data transfer services and licenses to use certain intellectual property rights. The time period in which the transition services are provided varies from at closing to a period not to exceed one year from closing. For the three months ended March 31, 2025, less than $1 million in revenue was recognized as part of the TSA. Additionally, the Company has assigned certain operating lease agreements to EMCO corporation as part of the sale. Refer to Note 5 for additional disclosures regarding these lease assignments.

Details of the "Loss from discontinued operations, net of tax" are as follows (in millions):

		*Three Months Ended*
		*March 31,*				*March 31,*
		*2025*				*2024*
Sales		$	16			$	29
Cost of sales			14				25
Gross profit			2				4

Selling, general and administrative expenses			5				5
Operating loss			(3	)			(1	)

Reclassification of foreign currency translation adjustments to net income as a result of the sale of Canada			(28	)			—

Loss from discontinued operations			(31	)			(1	)
Income tax benefit from discontinued operations			(1	)			—
Loss from discontinued operations, net of tax		$	(30	)		$	(1	)

The following table summarizes the Disposal Group assets and liabilities classified as discontinued operations in the Company's Condensed Consolidated Balance Sheets (in millions):

		*March 31,*				*December 31,*
		*2025*				*2024*
Assets
Current assets:
Cash		$	2			$	—
Accounts receivable, net			2				19
Inventories, net			—				30
Property, plant and equipment, net			—				1
Operating lease assets			—				8
Loss recognized on classification as held for sale			—				(22	)
Current assets of discontinued operations		$	4			$	36

Liabilities
Current liabilities:
Trade accounts payable		$	—			$	12
Accrued expenses and other current liabilities			2				1
Operating lease liabilities			—				8
Current liabilities of discontinued operations		$	2			$	21