Discontinued Operation and Dispositions

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]


20.			Discontinued Operation and Dispositions

In the third quarter of 2022, we entered into an agreement to sell our GGB business and announced our intention to sell Garlock Pipeline Technologies, Inc. ("GPT"). These businesses, along with Compressor Products International ("CPI"), which was divested on December 21, 2021, comprised our entire Engineered Materials segment ("Engineered Materials"). As a result of classifying the GGB and GPT businesses as held for sale in the third quarter of 2022, we determined Engineered Materials to be discontinued operations. Accordingly, we have reported, for all periods presented, the financial condition, results of operations, and cash flows of Engineered Materials as discontinued operations in the accompanying financial statements.

On January 30, 2023 we completed the sale of GPT. In 2023, we received $28.9 million, net of transaction fees and cash sold, resulting in a pretax gain of $14.6 million recognized in the first quarter of 2023.

The sale of GGB closed on November 4, 2022 to The Timken Company. We received $298.2 million, net of transaction fees and cash sold, including $3.1 million of payments made in the first quarter of 2023. We recorded a pre-tax gain of $189.1 million as part of our discontinued operations in the fourth quarter of 2022. The sale of GGB included a subsidiary of our Sealing Technologies segment which is not part of the discontinued operations described above. We recorded a pre-tax loss

of $0.4 million related to the sale of this subsidiary. The loss on sale as well as operating activity of this subsidiary are included in continuing operations up to the date of the sale.

On December 21, 2021, we completed the sale of specified equity interests and assets of CPI, which had been included in our Engineered Materials segment. We received $185.7 million, net of transaction fees and cash sold, resulting in a pre-tax gain of $117.6 million as part of our discontinued operations.

Dispositions

On September 2, 2021, we sold certain assets and liabilities of our polymer components business unit, which was principally located in Houston, Texas and had been included in our Sealing Technologies segment. As a result of the sale, we recorded a pre-tax gain of $19.5 million in other income (expense) on our Consolidated Statement of Operations.

The results of our discontinued operations were as follows:


	Years Ended December 31,
	2023		2022		2021
	(in millions)
Net sales	$	2.0	$	188.9	$	301.4
Cost of sales	1.3		124.6		192.1
Gross profit	0.7		64.3		109.3
Operating expenses:
Selling, general, and administrative expenses	0.4		43.8		76
Other	—		0.2		3.6
Total operating expenses	0.4		44.0		79.6
Operating income from discontinued operations	0.3		20.3		29.7

Income from discontinued operations before income taxes	0.3		20.3		29.7
Income tax benefit (expense)	(0.1)		1.8		(13.9)
Income from discontinued operations, net of taxes before gain from sale of discontinued operations	0.2		22.1		15.8
Gain from sale of discontinued operations, net of taxes	11.2		176.3		105.2
Income from discontinued operations, net of taxes	$	11.4	$	198.4	$	121.0

The major classes of assets and liabilities for our discontinued Engineered Materials segment are shown below:


(in millions)	December 31, 2022
Assets:
Accounts receivable	$	3.8
Inventories	3.1
Property, plant and equipment	7.6

Other intangible assets	1.2
Other assets	0.2
Current assets of discontinued operations	$	15.9

Liabilities
Accounts payable	$	1.4
Accrued expenses	0.9

Current liabilities of discontinued operations	$	2.3

Pursuant to applicable accounting guidance for the reporting of discontinued operations, allocations to our Engineered Materials segment for corporate services not expected to continue at the divested business subsequent to closing have not been reflected in the above financial statements of discontinued operations and have been reclassified to income from continuing operations in our accompanying consolidated financial statements for all periods. In addition, divestiture-related costs previously not allocated to our Engineered Materials segment that were incurred as a result of the divestiture of Engineered Materials have been reflected in the financial results of discontinued operations. As a result, income from discontinued operations before income taxes of Engineered Materials has been decreased by $1.7 million for the year ended December 31, 2022 and increased $2.4 million, for the year ended December 31, 2021 with offsetting changes in corporate expenses of continuing operations.