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Note 2. Discontinued Operations
 12 Months Ended
Dec. 31, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] Discontinued Operations
Sale of Highway Products Business
In the fourth quarter of 2021, we completed the sale of our highway products business, THP. The sale closed on December 31, 2021, and we received net proceeds of approximately $364.7 million, after certain adjustments and closing costs. Substantially all of the proceeds from the sale were used to return capital to stockholders. We recorded a gain of $183.3 million ($131.4 million, net of income taxes), which is net of related transaction costs of approximately $14.7 million. These transaction costs primarily relate to investment banking fees and professional fees associated with various legal, accounting, and tax matters related to the sale.
We concluded that the sale of THP represented a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, we have presented the operating results and cash flows of THP as discontinued operations for all periods in this 2021 Annual Report on Form 10-K.
In connection with the sale, Trinity and Rush Hour entered into various agreements to effect the distribution and provide a framework for their relationship after the separation, including a purchase and sale agreement, a transition services agreement, and a lease agreement. These agreements have various durations ranging between one and eighteen months. We have determined that the continuing cash flows generated by these agreements do not constitute significant continuing involvement in the operations of THP. The amount billed for transition services provided under the above agreements is not expected to be material to our results of operations. Additionally, in connection with the sale of THP, the Company has agreed to indemnify Rush Hour for certain liabilities related to the highway products business, including certain liabilities resulting from or arising out of the ET-Plus® System, a highway guardrail end-terminal system (the “ET Plus”). Consequently, results from discontinued operations below include certain legal expenses that were directly attributable to the highway products business, which were previously reported in continuing operations. In the table below, selling, engineering, and administrative expenses for the year ended December 31, 2021 include a pre-tax $23.9 million litigation charge recorded for the Missouri class action based on the Company's assessment that a settlement is probable. Similar expenses incurred in the future related to these retained obligations will likewise be reported in discontinued operations. See Note 15 for further information regarding obligations retained in connection with the THP sale.
The following is a summary of THP's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
202120202019
(in millions)
Revenues$296.5 $249.7 $252.7 
Cost of revenues216.6 178.7 181.6 
Selling, engineering, and administrative expenses65.3 41.2 51.5 
Restructuring activities— 0.1 0.1 
Other income— (0.3)— 
Income from discontinued operations before income taxes14.6 30.0 19.5 
Provision for income taxes2.7 5.6 2.7 
Income from discontinued operations, net of income taxes$11.9 $24.4 $16.8 
The following is a summary of THP's assets and liabilities attributable to discontinued operations, which were included in our Consolidated Balance Sheet as of December 31, 2020:
December 31,
2020
(in millions)
Assets:
Receivables, net of allowance $34.6 
Inventories36.0 
Property, plant, and equipment, net34.6 
Goodwill61.6 
Other assets11.7 
Total assets, discontinued operations$178.5 
Liabilities:
Accounts payable$10.3 
Accrued liabilities4.7 
Other liabilities3.5 
Total liabilities, discontinued operations$18.5 
Spin-off of Arcosa
In November 2018, we completed the spin-off of Arcosa, Inc ("Arcosa"). Upon completion of the spin-off transaction, the accounting requirements for reporting Arcosa as a discontinued operation were met, and, accordingly, Arcosa's historical results have been presented as discontinued operations for the periods presented herein. The following is a summary of Arcosa's operating results included in income from discontinued operations for the years ended December 31, 2021, 2020, and 2019:
Year Ended December 31,
202120202019
(in millions)
Revenues$— $— $— 
Cost of revenues— — — 
Selling, engineering, and administrative expenses— 0.2 4.1 
Other (income) expense— — — 
Loss from discontinued operations before income taxes— (0.2)(4.1)
Provision (benefit) for income taxes0.8 (0.1)(1.0)
Loss from discontinued operations, net of income taxes$(0.8)$(0.1)$(3.1)