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Note 7 - Dispositions and Discontinued Operations

6 Months Ended

Jun. 30, 2023

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

7. Dispositions and Discontinued Operations:

On February 1, 2023, we completed the sale of our Energy business to Planet Jersey Buyer Ltd, an entity that was formed on behalf of, and is controlled by, The Veritas Capital Fund VIII, L.P. and its affiliated funds and entities (“Veritas Capital”), for a net cash sale price of $3,066.4 million paid at closing (reflecting a base purchase price of $3,100.0 million, subject to customary purchase price adjustments for, among other things, the cash, working capital, and indebtedness of the companies as of the closing) and up to $200.0 million of additional contingent cash consideration based on Veritas Capital’s future return on its investment paid through a Class C Partnership interest.

The Energy business, which was part of our Energy and Specialized Markets segment, was classified as discontinued operations per ASC 205-20 as we determined, qualitatively and quantitatively, that this transaction represents a strategic shift that had a major effect on our operations and financial results. Accordingly, all results of the Energy business have been removed from continuing operations and presented as discontinued operations in our consolidated statements of operations for all periods presented. Additionally, all assets and liabilities of the Energy business were classified as assets and liabilities held for sale within our consolidated balance sheet as of December 31, 2022. In connection with the held for sale classification, we recognized an impairment of $303.7 million on the remeasurement of the disposal group held for sale, which has been included in discontinued operations in our consolidated statement of operations. Upon classification of the Energy business as held for sale, its cumulative foreign currency translation adjustment within shareholders’ equity was included with its carrying value, which primarily resulted in the impairment. On February 1, 2023, we closed on and completed the sale of our Energy business. As a result of the sale, we recognized a loss of $128.4 million. In the second quarter of 2023, we incurred an additional loss of $6.9 million as part of the true up of the closing adjustments.

The following table presents financial results from discontinued operations, net of income taxes in our consolidated statement of income for the periods indicated:

	*For the Three Months Ended June 30,*						*For the Six Months Ended June 30,*
	*2023*			*2022*			*2023*			*2022*
Revenues	$	-		$	133.5		$	46.8		$	265.4
Operating expenses:
Cost of revenues (exclusive of items shown separately below)		(0.1	)		50.5			18.2			102.4
Selling, general and administrative		0.1			29.7			33.1			57.0
Depreciation and amortization of fixed assets		-			10.3			-			19.8
Amortization of intangible assets		-			21.5			-			44.9
Other operating loss, net		6.9			-			135.3			-
Total operating expenses		6.9			112.0			186.6			224.1
Operating (loss) income		(6.9	)		21.5			(139.8	)		41.3
Other income (expense):
Investment (loss) income and others, net		(1.5	)		5.8			(5.5	)		7.2
(Loss) income from discontinued operations before income taxes		(8.4	)		27.3			(145.3	)		48.5
Income tax benefit (expense)		0.9			(3.1	)		(0.2	)		(5.5	)
(Loss) income from discontinued operations, net of income taxes	$	(7.5	)	$	24.2		$	(145.5	)	$	43.0

The following table presents the aggregate carrying amounts of the held for sale assets and liabilities of the Energy business prior to the disposition on February 1, 2023 and as of December 31, 2022:

	*February 1, 2023*			*December 31, 2022*
Cash and Cash Equivalents	$	86.3		$	180.2
Accounts receivable, net		187.1			150.8
Prepaid expenses		17.6			17.8
Other current assets		13.8			13.8
Total current assets:		304.8			362.6
Fixed assets, net		165.2			157.1
Operating lease right-of-use assets, net		29.7			29.8
Intangible assets, net		625.9			616.9
Goodwill		2,165.7			2,136.3
Other noncurrent assets		18.9			16.3
Total noncurrent assets		3,005.4			2,956.4
Total assets held for sale		3,310.2			3,319.0
Net impairment of asset group⁽¹⁾		(227.8	)		(227.8	)
Total assets held for sale, net	$	3,082.4		$	3,091.2

Accounts payable and accrued liabilities	$	77.6		$	68.6
Operating lease liabilities		7.6			6.9
Deferred revenues		207.4			176.6
Income taxes payable		13.6			30.2
Current liabilities held-for-sale		306.2			282.3
Deferred income tax liabilities		146.2			144.1
Noncurrent lease liabilities		30.0			30.8
Other noncurrent liabilities		2.5			2.7
Noncurrent liabilities held-for-sale		178.7			177.6
Total liabilities held for sale	$	484.9		$	459.9

⁽¹⁾ In connection with the held for sale classification, we recognized a $303.7 million impairment, partially offset by a deferred tax benefit of $75.9 million on the remeasurement of the disposal group held for sale. This impairment was charged to a contra asset account within "Other noncurrent assets" per ASC 205-20.

The consolidated statements of cash flows have not been adjusted to separately disclose cash flows related to discontinued operations. The following table presents selected cash flow information associated with our discontinued operations:

	*For the Three Months Ended June 30,*					*For the Six Months Ended June 30,*
	*2023*		*2022*			*2023*			*2022*
Significant non-cash operating activities:
Depreciation and amortization of fixed assets	$	-	$	10.3		$	-		$	19.8
Amortization of intangible assets		-		21.5			-			44.9
Operating lease right-of-use assets, net		-		7.4			0.1			8.2
Investing activities:
Capital expenditures		-		(17.1	)		(6.5	)		(29.9	)
Supplemental disclosures:
Fixed assets included in accounts payable and accrued liabilities		-		4.0			-			4.0