Discontinued operations |
The following table summarizes the results of discontinued operations related to the Performance Materials divestiture:
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Three months ended September 30, 2020 |
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Nine months ended September 30, 2020 |
Sales |
$ |
106,777 |
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|
$ |
280,663 |
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Cost of goods sold |
80,449 |
|
|
208,854 |
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Selling, general and administrative expenses |
8,710 |
|
|
26,337 |
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Other operating expense, net |
3,879 |
|
|
16,585 |
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Operating income |
13,739 |
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|
28,887 |
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|
|
|
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Interest expense, net (1)
|
3,894 |
|
|
12,810 |
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Other income, net |
(1,126) |
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|
(961) |
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|
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Income from discontinued operations before income tax |
10,971 |
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|
17,038 |
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(Benefit) provision for income taxes |
(420) |
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|
3,085 |
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Income from discontinued operations, net of tax |
$ |
11,391 |
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|
$ |
13,953 |
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(1)The closing of the transaction triggered the Company’s obligation to provide partial repayment under its Amended and Restated Term Loan Credit Agreement, dated May 4, 2016 and its New Term Loan Credit Agreement, dated as of July 22, 2020. As such, interest expense has been allocated to discontinued operations on the basis of the Company’s mandatory repayment of $275,787 of the Senior Secured Term Loan Facility due February 2027 and its mandatory repayment of $188,722 of the new Senior Secured Term Loan Facility due February 2027.
The following is a reconciliation of the loss recorded on the sale:
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Net proceeds received from the sale of the Performance Chemicals business |
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$ |
980,350 |
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Transaction costs |
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(35,402) |
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Net assets derecognized |
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(1,102,487) |
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Loss on sale of the Performance Chemicals business |
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$ |
(157,539) |
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The following table summarizes the results of discontinued operations related to the Performance Chemicals business for the periods presented:
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Three months ended September 30, |
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Nine months ended September 30, |
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2021 |
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2020 |
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2021 |
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2020 |
Sales |
$ |
54,973 |
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|
$ |
145,244 |
|
|
$ |
389,870 |
|
|
$ |
456,462 |
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Cost of goods sold |
39,582 |
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|
115,902 |
|
|
284,220 |
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|
363,740 |
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Selling, general and administrative expenses |
6,552 |
|
|
9,709 |
|
|
29,758 |
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|
31,440 |
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Other operating (income) expense, net(1)
|
(18,993) |
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|
5,075 |
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|
10,337 |
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|
19,154 |
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Goodwill impairment charge |
— |
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|
— |
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|
75,080 |
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|
— |
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Loss on sale of the Performance Chemicals business |
123,035 |
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|
— |
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|
157,539 |
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|
— |
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Operating income (loss) |
(95,203) |
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|
14,558 |
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(167,064) |
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|
42,128 |
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Equity in net (income) from affiliated companies |
(25) |
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(49) |
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(111) |
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|
(128) |
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Interest expense, net (2)
|
1,916 |
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|
4,318 |
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|
10,730 |
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|
11,698 |
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Other expense (income), net |
153 |
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|
334 |
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(6,210) |
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|
(3,100) |
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(Loss) income from discontinued operations before income tax |
(97,247) |
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|
9,955 |
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(171,473) |
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|
33,658 |
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(Benefit) provision for income taxes |
(22,494) |
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|
(9,125) |
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|
(15,576) |
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|
31,354 |
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(Loss) income from discontinued operations, net of tax |
$ |
(74,753) |
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$ |
19,080 |
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|
$ |
(155,897) |
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$ |
2,304 |
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(1)The Company reclassified transaction costs that were previously recorded to this line item and included those charges in the line item Loss on sale of the Performance Chemicals business during the three months ended September 30, 2021 .
(2)Upon the close of the transaction, the Company used a portion of the net proceeds to repay a portion of its outstanding debt amounting to $526,363. Refer to Note 13 for additional details on the repayment of outstanding debt. Prior to the Company’s debt refinancing in June 2021, the Company’s outstanding term loan facilities had mandatory repayment provisions. As a result, interest expense has been allocated to discontinued operations on the basis of the Company’s total repayment of $526,363.
The following table summarizes the assets and liabilities of discontinued operations related to the divestiture of the Performance Chemicals business as of December 31, 2020.
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December 31, 2020 |
ASSETS |
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Cash and cash equivalents |
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$ |
22,153 |
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Accounts receivables, net |
|
87,202 |
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Inventories, net |
|
74,647 |
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Prepaid and other current assets |
|
21,088 |
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Current assets held for sale |
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$ |
205,090 |
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Investments in affiliated companies |
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$ |
324 |
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Property, plant and equipment, net |
|
391,524 |
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Goodwill |
|
326,173 |
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Other intangible assets, net |
|
388,857 |
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Right-of-use lease assets |
|
19,296 |
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Other long-term assets |
|
23,269 |
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Long-term assets held for sale |
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$ |
1,149,443 |
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LIABILITIES |
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Accounts payable |
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$ |
74,728 |
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Operating lease liabilities—current |
|
8,479 |
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Accrued liabilities |
|
25,330 |
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Current liabilities held for sale |
|
$ |
108,537 |
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Deferred income taxes |
|
$ |
49,690 |
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Operating lease liabilities—noncurrent |
|
10,047 |
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Other long-term liabilities |
|
95,617 |
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Long-term liabilities held for sale |
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$ |
155,354 |
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