Quarterly report pursuant to Section 13 or 15(d)

Discontinued Operations

v3.19.3
Discontinued Operations
9 Months Ended
Sep. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS
On July 20, 2018, the Company agreed to sell to UPL 100% of the then issued and outstanding shares of common stock of Arysta and its subsidiaries pursuant to the terms and conditions of a certain stock purchase agreement, as amended. The Arysta Sale was completed on January 31, 2019 for net cash proceeds of approximately $4.28 billion, after certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital, as finalized with UPL on May 17, 2019.
The Company's former Agricultural Solutions business was previously its own reportable segment and has been presented for all periods as discontinued operations in this Quarterly Report as the Arysta Sale represented a significant strategic shift and was determined to have a major effect on the Company's operations and financial results. Corporate costs previously allocated to the Agricultural Solutions segment were reallocated to the remaining segments for all periods presented as these costs were not clearly identifiable as costs of the former Agricultural Solutions segment.
The sale resulted in an overall loss of $448 million as an estimated impairment loss of $450 million was recorded in 2018, primarily due to the reclassification of foreign currency translation adjustments from "Accumulated other comprehensive loss" within Stockholders’ Equity into earnings within the Condensed Consolidated Statement of Operations. The Company may record an additional gain or loss in the future as it settles certain remaining tax assets and liabilities associated with the Arysta Sale.
In connection with the Arysta Sale, the Company agreed to retain certain liabilities associated with legal and tax proceedings, primarily related to an Arysta subsidiary in Brazil. The Company does not expect to incur any material losses as a result of these proceedings. However, the resolutions of these matters may take several years and, to the extent not covered by insurance, may adversely impact the Company's financial position or results of operations.
The following table details the components comprising net (loss) income from the Company's discontinued operations attributable to common stockholders:
  Three Months Ended September 30, Nine Months Ended September 30,
 (dollars in millions) 2019 2018
2019 (1)
2018
Net sales $ —    $ 422.1    $ 65.3    $ 1,414.6   
Cost of sales —    (260.0)   (45.5)   (850.7)  
Selling, technical, general and administrative (0.4)   (103.6)   (37.8)   (375.5)  
Research and development —    (12.0)   (4.6)   (38.9)  
(Loss) gain on Arysta Sale (0.1)   (376.0)   2.4    (376.0)  
Operating loss (0.5)   (329.5)   (20.2)   (226.5)  
Other, net 0.7    (30.3)   9.4    (14.5)  
Income (loss) from discontinued operations, before income taxes 0.2    (359.8)   (10.8)   (241.0)  
Income tax (expense) benefit (1.1)   (41.8)   24.0    (52.3)  
(Loss) income from discontinued operations, net of tax (0.9)   (401.6)   13.2    (293.3)  
Net income from discontinued operations attributable to the non-controlling interests —    (1.0)   —    (0.8)  
Net (loss) income from discontinued operations attributable to common stockholders $ (0.9)   $ (402.6)   $ 13.2    $ (294.1)  
(1) Includes activity through January 31, 2019, when the Arysta Sale was completed, and certain post-closing adjustments relating to, among
other things, cash, indebtedness and working capital as of the closing date.
The carrying value of major classes of assets and liabilities related to the Company's discontinued operations were as follows:
September 30, December 31,
 (dollars in millions) 2019 2018
Assets
Cash and cash equivalents $ —    $ 177.8   
Accounts receivable, net —    919.4   
Inventories —    369.1   
Other current assets 8.1   

155.0   
Current assets of discontinued operations $ 8.1    $ 1,621.3   
Property, plant and equipment, net $ —    $ 172.0   
Goodwill —    1,816.9   
Intangible assets, net —    1,797.7   
Other assets 6.5    (374.2)   (1)  
Non-current assets of discontinued operations $ 6.5    $ 3,412.4   
Liabilities
Accounts payable $ —    $ 365.7   
Current installments of revolving credit facilities —    52.5   
Accrued expenses and other current liabilities 38.2    408.6   
Current liabilities of discontinued operations $ 38.2    $ 826.8   
Deferred income taxes $ —    $ 369.9   
Other liabilities —    46.3   
Non-current liabilities of discontinued operations $ —    $ 416.2   
(1) Includes the impairment loss of $450 million on discontinued operations at December 31, 2018.