Discontinued Operations | Discontinued Operations Sale of Fluids Systems Business In June 2023, we initiated a review of strategic alternatives for the long-term positioning of the Fluids Systems business, and in September 2023, we launched a formal sale process for substantially all the Fluids Systems business as part of this strategic review. On September 13, 2024, we completed the sale of the equity interests in one of our subsidiaries which held substantially all of the Company’s Fluids Systems segment to the Purchaser. Under the terms of the Sale Transaction agreement, the base sale price of the business was $127.5 million, preliminarily adjusted by $43 million to reflect lower estimated working capital conveyed at closing as compared to the average 2023 net working capital balance, accrued taxes and certain other liabilities, and $10 million of outstanding debt. Initial net consideration of the Sale Transaction was $56 million, which reflects $70 million of cash proceeds received at closing, net of the estimated $19 million of foreign cash conveyed with the business, along with a $5 million interest-bearing note receivable. The final purchase price remains subject to customary adjustments based upon final working capital, accrued taxes and certain other liabilities, debt, and cash conveyed at closing. As of September 30, 2024, approximately $18 million of net assets is included within the consolidated balance sheet, reflecting deferred consideration and note receivable due from the Purchaser net of estimated liabilities due to the Purchaser. Further, under the terms for the Sale Transaction agreement, we are required to provide certain transition support services to Fluids Systems for a period of up to one year. Aside from these transition service obligations, there are no continuing involvement with the Fluids Systems business. In connection with the Sale Transaction, we recognized an estimated pre-tax loss on sale of $195.7 million in the third quarter of 2024, which includes a $59.5 million non-cash charge for the reclassification of cumulative foreign currency translation losses related to Fluids Systems. The loss on sale consisted of the following (in thousands): Cash proceeds received at closing $ 70,187 Estimated deferred consideration due from the Purchaser 20,031 Note receivable due from the Purchaser 5,000 Estimated liabilities due to the Purchaser (6,991) Net book value of assets sold (224,487) (136,260) Recognition of cumulative foreign currency translation losses (59,469) Loss on sale of discontinued operations before income taxes $ (195,729) Proceeds from the sale, net of cash disposed consisted of the following (in thousands): Cash proceeds received at closing $ 70,187 Cash conveyed to the Purchaser at closing (21,688) Proceeds from divestiture, net of cash disposed $ 48,499 Estimated deferred consideration due from the Purchaser is related to the estimated working capital delivered at closing, which is expected to be finalized and collected by the end of 2024 or early 2025, as well as certain pre-closing tax assets and other receivables which are expected to be realized in 2025. The note receivable due from the Purchaser matures in March 2030 and bears interest at a rate of 12.5% per year. Deferred consideration due from the Purchaser is included in other receivables and the note receivable due from the Purchaser is included in other noncurrent assets in the consolidated balance sheet. Estimated liabilities due to the Purchaser includes certain payables for pre-closing tax liabilities and obligations attributable to the Fluids Systems business expected to be substantially settled in 2025, as well as an estimated liability for contractual indemnifications related to various pre-closing contingencies of the Fluids Systems business. Liabilities due to the Purchaser are included in accrued liabilities and other noncurrent liabilities in the consolidated balance sheet. Our estimates for the fair value of deferred consideration due from the Purchaser and liabilities due to the Purchaser may change and any income or expense associated with such changes will be presented in discontinued operations. The criteria for discontinued operations presentation were met during the third quarter of 2024, and consequently, the results of the former Fluids Systems segment are reported as income (loss) from discontinued operations within the consolidated statements of operations for all periods presented, and its historical assets and liabilities are presented in our condensed consolidated balance sheets as assets and liabilities of discontinued operations. We elected not to adjust the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023 to exclude cash flows attributable to discontinued operations. Accordingly, we have disclosed the depreciation, capital expenditures and significant operating and investing non-cash items related to discontinued operations below. Discontinued operations reflect the results of operations attributable to our Fluids Systems segment which were included in the Company’s historical financial statements. In addition, the income (loss) from discontinued operations includes direct operating expenses incurred that (1) are clearly identifiable as costs of the component being disposed of and (2) will not continue to be recognized on an ongoing basis. Discontinued operations also reflects the allocation of interest expense on corporate debt, based on the ratio of net assets sold to the sum of consolidated net assets as adjusted for debt that was assumed by the Purchaser or directly attributable to other operations. Such interest expense allocated to discontinued operations totaled $0.5 million and $1.4 million for the three months and nine months ended September 30, 2024, respectively, and $0.6 million and $1.9 million for the three months and nine months ended September 30, 2023, respectively. The following table summarizes the significant items included in income (loss) from discontinued operations in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023. The results for 2024 represent results through the closing date of the Sale Transaction, September 13, 2024. Three Months Ended Nine Months Ended (In thousands, except per share data) 2024 2023 2024 2023 Revenues $ 102,944 $ 141,236 $ 335,302 $ 420,591 Cost of revenues 89,102 121,531 290,482 369,513 Selling, general and administrative expenses 11,273 12,911 37,668 36,973 Other operating income, net (345) (180) (1,447) (1,116) Impairments and other charges — — — 2,816 Operating income from discontinued operations 2,914 6,974 8,599 12,405 Foreign currency exchange (gain) loss 1,529 (959) 894 (56) Interest expense, net 756 1,010 2,633 3,108 Income from discontinued operations before income taxes 629 6,923 5,072 9,353 Loss on sale of discontinued operations before income taxes (195,729) — (195,729) — Provision (benefit) for income taxes from discontinued operations (5,933) 1,933 (4,141) 3,342 Income (loss) from discontinued operations $ (189,167) $ 4,990 $ (186,516) $ 6,011 Operating results from discontinued operations shown above include the following items: Third Quarter First Nine Months (In thousands) 2024 2023 2024 2023 Fluids Systems sale process transaction expenses $ 4,026 $ — $ 8,141 $ — Impairments and other charges — — — 2,816 Gain on insurance recovery — — (807) — Facility exit costs and other, net — 358 741 4,594 Severance costs 43 40 594 1,143 Total Fluids Systems $ 4,069 $ 398 $ 8,669 $ 8,553 The following table summarizes the carrying value of the former Fluids Systems segment’s assets and liabilities as presented within assets and liabilities of discontinued operations on the consolidated balance sheet. (In thousands, except share data) December 31, 2023 ASSETS Cash and cash equivalents $ 37,805 Receivables 125,639 Inventories 122,473 Prepaid expenses and other current assets 4,404 Property, plant and equipment, net 29,745 Operating lease assets 9,539 Other intangible assets, net 4,653 Deferred tax assets 1,261 Other assets 485 Assets of discontinued operations $ 336,004 LIABILITIES Current debt $ 10,597 Accounts payable 53,742 Accrued liabilities 28,255 Long-term debt, less current portion 2,407 Noncurrent operating lease liabilities 6,691 Deferred tax liabilities 4,610 Other noncurrent liabilities 2,669 Liabilities of discontinued operations $ 108,971 For the nine months ended September 30, 2024 and 2023, significant operating and investing items related to the former Fluids Systems segment were as follows: Nine Months Ended September 30, (In thousands) 2024 2023 Operating activities of discontinued operations: Impairments and other non-cash charges $ — $ 2,816 Depreciation and amortization 4,872 5,819 Investing activities of discontinued operations: Capital expenditures 3,645 2,151 |