In October 2018, the Board of Directors of the Corporation approved a plan to sell ASW Steel Inc. (“ASW”). ASW is a specialty steel producer based in Canada. The Corporation acquired ASW in November 2016 to support its diversification efforts in the open-die forging market. Loss of a key customer in early 2018, due to a plant closure, and loss of significant U.S. business commencing mid-2018, due to tariffs imposed by the United States on imports of steel products, resulted in significant losses for the Canadian operation for 2018 and 2019. While the Corporation will continue to service the open-die forged products market, it will not have a dedicated supply of required specialty steel through a back-end integration of ASW. Additionally, the Corporation will no longer manufacture and supply primary specialty steels to customers in the non-roll opened and closed die forgings and rebar markets and will exit the Canadian market. In connection with the decision to sell ASW, the Corporation recorded an after-tax charge of $15,000 to write down the assets of ASW to their estimated fair value less costs to sell.

The anticipated sale of ASW represented a strategic shift that would have a major favorable impact on the operations and financial results of the Corporation. As of December 31, 2018, the assets held for sale and discontinued operations criteria were met. Accordingly, as set forth in ASC 205, Presentation of Financial Statements (“ASC 205”), the assets and liabilities of ASW were presented separately as assets and liabilities of discontinued operations in the consolidated balance sheet as of December 31, 2018, and the operating results and cash flows of ASW have been presented as discontinued operations in the consolidated statements of operations and cash flows for 2019 and 2018. Previously, the operating results of ASW were included in the operating results of the Forged and Cast Engineered Products segment.

On September 30, 2019, the Corporation, Ampco UES Sub, Inc., an indirect subsidiary of the Corporation, and ASW entered into a Share Purchase Agreement (the “Purchase Agreement”) with Valbruna Canada Ltd., a company organized and existing under the laws of the Province of New Brunswick, Canada (the “Purchaser”). The Purchaser acquired all of the issued and outstanding shares of ASW for a cash purchase price of $8,000, subject to normal and customary adjustments including a net working capital adjustment. Net proceeds received at closing, after such normal and customary adjustments including a preliminary net working capital adjustment, approximated $4,292. Subsequent post-closing adjustments were not significant. In conjunction with the sale, Union Electric Steel Corporation (“UES”) entered into a long-term supply agreement with ASW for the supply of stainless steel ingots.

Cash and cash equivalents	$	1,124
Receivables		6,928
Inventories		13,764
Other assets		1,708
Property, plant and equipment, net		11,714
Charge for impairment		(15,000	)
Current assets of discontinued operations	$	20,238

Accounts payable	$	8,890
Accrued payrolls and employee benefits		178
Other current liabilities		390
Current liabilities of discontinued operations	$	9,458

The operating results of ASW through the date of sale are included in the consolidated operating results of the Corporation as loss from discontinued operations, net of tax. The major classes of line items constituting “loss from discontinued operations, net of tax” in the consolidated statements of operations were as follows:

	2019			2018
Net sales	$	35,045		$	63,740
Costs of products sold (excluding depreciation and amortization)		42,407			68,381
Selling and administrative		1,741			2,441
Depreciation and amortization		0			1,311
Loss (gain) on disposal of assets		55			(153	)
Charge for impairment		0			15,000
Loss from discontinued operations		(9,158	)		(23,240	)
Other income (expense)		73			(661	)
Loss from discontinued operations before income taxes		(9,085	)		(23,901	)
Income tax provision		0			0
Loss from discontinued operations, net of tax	$	(9,085	)	$	(23,901	)

Net sales include $4,381 and $22,805 of product sold by ASW to UES for the nine months ended September 30, 2019, and the year ended December 31, 2018, respectively. Costs of products sold (excluding depreciation and amortization) approximated the same.

In March 2019, the Board of Directors of the Corporation approved a plan to sell certain assets of Akers National Roll Company (“ANR”), an indirect subsidiary of the Corporation located in Avonmore, Pennsylvania (the “Avonmore Plant”). In connection with the anticipated sale, the Corporation recognized an impairment charge of $10,082 in the first quarter of 2019 to record the assets at their estimated net realizable value. In May 2019, ANR entered into a definitive agreement to sell the Avonmore Plant, including its real estate and certain personal property, to an affiliate of WHEMCO, Inc. for $3,700.

On September 30, 2019, following completion of customer orders in backlog, the transaction closed and all operations at ANR ceased. Although the sale of the Avonmore Plant is expected to help mitigate the excess capacity and high operating costs of the cast roll operations, thereby having a positive impact on the operating and financial results of the Corporation, the sale of the Avonmore Plant is not considered a strategic shift per the requirements of ASC 205; accordingly, the operating results and cash flows of ANR through the date of sale are included within continuing operations, versus discontinued operations, of the Corporation.

In 2018, the Board of Directors of the Corporation approved the sale of certain net assets of the Vertical Seal division of ANR (“Vertical Seal”). On October 31, 2018, the Corporation completed the sale of such net assets to Roser Technologies, Inc. and WIR II, LLC for approximately net book value, or $7,200.

As part of the Forged and Cast Engineered Products segment, Vertical Seal manufactured custom-designed parts and provided specialty services to rolling mill customers located throughout North America. The sale of Vertical Seal was not considered a strategic shift that would have a major effect on the operations and financial results of the Corporation per the requirements of ASC 205; accordingly, the operating results and cash flows of Vertical Seal through the date of sale are included within continuing operations, versus discontinued operations, of the Corporation.