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Discontinued Operations
12 Months Ended
Dec. 31, 2018
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS
On July 20, 2018, the Company agreed to sell to UPL 100% of the issued and outstanding shares of common stock of Arysta and its subsidiaries pursuant to the terms and conditions of the Arysta Sale Agreement. The Arysta Sale was completed on January 31, 2019 for an aggregate purchase price of approximately $4.20 billion in cash, subject to certain post-closing adjustments relating to, among other things, cash, indebtedness and working capital as of the closing date. The Company expects the Arysta Sale to maximize long-term value for its stockholders by enabling investors to focus on its specific and differentiated high-quality businesses that serve the specialty chemicals industry.
The Agricultural Solutions business was previously its own reportable segment and has been presented for all periods as discontinued operations in the Company's Consolidated Financial Statements 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 have been reallocated to the remaining segments for all periods presented as these costs were not clearly identifiable as costs of the Agricultural Solutions segment.
The Company recorded an estimated asset impairment loss of $450 million ($74.0 million in the fourth quarter) as the carrying value of its discontinued operations exceeded the estimated fair value less costs to sell, which primarily reflected the recognition of foreign currency translation adjustments that have been recorded in "Accumulated other comprehensive loss" within Stockholders’ Equity. This charge reflects Element Solutions’ best estimate of the impairment loss and the actual loss on sale will be dependent on a number of factors, including foreign exchange rates on the closing date of the Arysta Sale and other closing adjustments.
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 a material loss 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 our 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:
 
 
Year Ended December 31,
 (amounts in millions)
 
2018
 
2017
 
2016
Net sales
 
$
1,991.8

 
$
1,897.3

 
1,815.8

Cost of sales
 
(1,190.3
)
 
(1,122.1
)
 
(1,085.4
)
Selling, technical, general and administrative
 
(466.4
)
 
(531.4
)
 
(524.7
)
Research and development
 
(52.4
)
 
(52.0
)
 
(39.4
)
Goodwill impairment (1)
 

 
(160.0
)
 

Impairment loss
 
(450.0
)
 

 

Operating (loss) profit
 
(167.3
)
 
31.8

 
166.3

Other income (expense) items
 
11.5

 
(60.4
)
 
17.4

(Loss) income from discontinued operations, before income taxes
 
(155.8
)
 
(28.6
)
 
183.7

Income tax expense
 
(87.1
)
 
(75.2
)
 
(69.9
)
(Loss) income from discontinued operations, net of tax
 
(242.9
)
 
(103.8
)
 
113.8

Net (income) loss from discontinued operations attributable to the non-controlling interests
 
(3.0
)
 
1.7

 
(2.6
)
Net (loss) income from discontinued operations attributable to common stockholders
 
$
(245.9
)
 
$
(102.1
)
 
$
111.2

(1)  
In 2017, the Company recorded an impairment charge in the former Agricultural Solutions segment of $160 million related to its Agro Business reporting unit. This charge was driven by the impact of a delayed agricultural market recovery, which resulted in lower expectations for future profitability and cash flows as compared to the expectations of the 2016 annual goodwill impairment test.
The following table details supplemental cash flow disclosure information related to Company's discontinued operations:
 
 
Year Ended December 31,
 (amounts in millions)
 
2018
 
2017
 
2016
Cash paid for interest
 
$
5.4

 
$
7.1

 
$
11.3

Cash paid for income taxes
 
$
69.5

 
$
71.1

 
$
58.6

The carrying value of major classes of assets and liabilities related to the Company's discontinued operations at December 31, 2018 and 2017 were as follows:
 
 
December 31,
 
 
2018
 
2017
Assets
 
 
 
 
Cash and cash equivalents
 
$
177.8

 
$
219.4

Accounts receivable, net
 
919.4

 
740.5

Inventories
 
369.1

 
304.0

Other current assets
 
155.0

 
168.2

Current assets of discontinued operations
 
$
1,621.3

 
$
1,432.1

Property, plant and equipment, net
 
$
172.0

 
$
164.9

Goodwill
 
1,816.9

 
1,948.5

Intangible assets, net
 
1,797.7

 
1,976.5

Other assets (1)
 
(374.2
)
 
78.7

Non-current assets of discontinued operations
 
$
3,412.4

 
$
4,168.6

Liabilities
 
 
 
 
Accounts payable
 
$
365.7

 
$
350.6

Current installments of revolving credit facilities
 
52.5

 
28.8

Accrued expenses and other current liabilities
 
408.6

 
385.5

Current liabilities of discontinued operations
 
$
826.8

 
$
764.9

Deferred income taxes
 
$
369.9

 
$
409.6

Other liabilities
 
46.3

 
63.0

Non-current liabilities of discontinued operations
 
$
416.2

 
$
472.6

(1) Includes an estimated impairment loss of $450.0 million on discontinued operations at December 31, 2018.