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Divestitures and Discontinued Operations
12 Months Ended
Dec. 31, 2021
Divestitures and Discontinued Operations  
Divestitures and Discontinued Operations

NOTE 5—DIVESTITURES AND DISCONTINUED OPERATIONS

On December 1, 2021, the Company completed the divestiture of its Synthetic Rubber business to Synthos S.A. and certain of its subsidiaries (together, “Synthos”) for a purchase price of $402.4 million, which reflected reductions of approximately $41.6 million for the assumption of pension liabilities by Synthos and $47.0 million for net working capital (excluding inventory) retained by Trinseo. The sale resulted in the recognition of an after-tax gain of $117.8 million. At closing, the Company and Synthos executed a long-term supply agreement, in which Trinseo will supply Synthos certain raw materials used in the Synthetic Rubber business subsequent to the sale. For the year ended December 31, 2021, the Company recorded $5.5 million in net sales and $4.1 million in cost of sales related to the supply agreement, which is recorded in continuing operations.

As a result of the above agreements, the assets and liabilities of the Company’s Synthetic Rubber business were classified as held-for-sale starting in the second quarter of 2021 in the consolidated balance sheets and the associated operating results of the Synthetic Rubber business, net of income tax, have been classified as discontinued operations in the consolidated statements of operations and statements of cash flows for all periods presented, in accordance with the guidance in ASC 205-20, Discontinued Operations. The retained assets and liabilities comprising net working capital (excluding inventory) have been classified as held-and-used and are reflected in the Company's consolidated balance sheets and consolidated statements of cash flows as such, for all periods presented.

The following table summarizes the assets and liabilities classified as held-for-sale at December 31, 2020:

December 31, 

2020(1)

Assets

    

Current assets

Inventories

$

60.0

Total current assets

 

60.0

Property, plant and equipment, net

170.3

Other assets

Goodwill

 

12.1

Other intangible assets, net

 

20.2

Deferred charges and other assets

 

25.6

Total other assets

 

57.9

Total assets held-for-sale

$

288.2

Liabilities

Current liabilities

Current liabilities

0.4

Total current liabilities

 

0.4

Noncurrent liabilities

Other noncurrent obligations

 

42.3

Total noncurrent liabilities

 

42.3

Total liabilities held-for-sale

$

42.7

(1)Amounts as of December 31, 2020 reflect the amendment to the sale agreement executed on October 21, 2021, whereby net working capital (excluding inventory) was removed from the net assets being transferred with the sale, in exchange for which the working capital target of $47.0 million was removed from the purchase price.

The following table summarizes the results of the Synthetic Rubber business for the years ended December 31, 2021 and 2020, which are reflected as discontinued operations in the Company’s consolidated statements of operations:

Year Ended

December 31, 

    

2021

    

2020

2019

Net sales

    

$

478.9

    

$

319.7

$

441.3

Cost of sales

 

408.0

 

326.3

 

415.8

Gross profit (loss)

 

70.9

 

(6.6)

 

25.5

Selling, general and administrative expenses

 

21.0

 

23.6

 

20.0

Impairment charges

28.1

Operating income (loss)

 

49.9

 

(58.3)

 

5.5

Gain on sale of businesses and other assets

(133.6)

Other expense, net

2.5

1.5

0.6

Income (loss) from discontinued operations before income taxes

 

181.0

 

(59.8)

 

4.9

Provision for (benefit from) income taxes

 

20.6

 

(5.0)

 

Net income (loss) from discontinued operations

$

160.4

$

(54.8)

$

4.9

Amounts for operating net sales and costs of sales which had previously been eliminated in consolidation related to intercompany sales of styrene monomer to the Synthetic Rubber business are now reflected on a gross basis as a component of net sales and costs of sales from continuing operations for all periods presented. The Company has recast these amounts because upon completion of the sale of the Synthetic Rubber business, the Company will continue to have

these ongoing transactions with Synthos, under a supply agreement executed in conjunction with the divestiture. Refer to Note 3 for recast segment net sales reflecting this adjustment.

Additionally, the Company previously allocated certain corporate management overhead costs to the former Synthetic Rubber segment which may no longer be allocated to discontinued operations under the relevant authoritative accounting guidance. Accordingly, the Company has recast its segment reporting results to reflect the reattribution of these expenses in all periods presented. Refer to Note 20 for recast segment results reflecting this adjustment.