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Discontinued Operations and Disposition
9 Months Ended
Sep. 30, 2019
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations and Disposition

2.

Discontinued Operations and Disposition

In 2016, the Corporation purchased the stock of ASW, a specialty steel producer located in Ontario, Canada. The acquisition supported the Corporation’s diversification efforts in the open-die forging market. Loss of a key customer in the first quarter of 2018, as a result of a plant closure, and loss of significant U.S. business due to tariffs imposed by the United States as of June 1, 2018, on imports of primary steel from Canada have resulted in significant losses for the Canadian operation. In October 2018, the Board of Directors of the Corporation approved a plan to sell ASW and, in the fourth quarter of 2018, 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.

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”). Pursuant to the Purchase Agreement, the Purchaser agreed to acquire all of the outstanding equity of ASW for $8,000 in cash. The net proceeds received at closing, after customary purchase price adjustments made in accordance with the Purchase Agreement, were $4,292. The purchase price may be further increased or decreased once the final net working capital, indebtedness and transaction expenses as of the closing date have been determined in accordance with the terms of the Purchase Agreement.

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. Instead, Union Electric Steel (“UES”), an indirect subsidiary of the Corporation, entered into a long-term supply agreement with ASW for the supply of stainless steel ingots to UES.

The sale of ASW represents a strategic shift that will have a major impact on the Corporation’s operations and financial results. As of December 31, 2018, the “asset held for sale” and “discontinued operations” criteria were met. Accordingly, as set forth in ASC 205, Presentation of Financial Statements, the assets and liabilities of ASW were presented separately as assets and liabilities of discontinued operations in the accompanying condensed consolidated balance sheet as of December 31, 2018. The assets and liabilities of ASW were classified as current because the Corporation expected to complete the sale in 2019. The operating results and cash flows of ASW have been presented as discontinued operations, for the current and prior year periods, in the accompanying condensed consolidated statements of operations and statements of cash flows. Previously, the operating results of ASW were included in the operating results of the Forged and Cast Engineered Products segment.

The assets and liabilities of ASW were as follows as of December 31, 2018:

 

 

December 31,

2018

 

Cash and cash equivalents

 

$

1,124

 

Receivables

 

 

6,928

 

Inventories

 

 

13,764

 

Other assets

 

 

1,708

 

Property, plant and equipment, net

 

 

11,714

 

Estimated 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 following table presents the major classes of ASW’s line items constituting the “loss from discontinued operations, net of tax” in the condensed consolidated statements of operations:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net sales

 

$

9,992

 

 

$

14,849

 

 

$

35,045

 

 

$

51,227

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of products sold (excluding depreciation and amortization)

 

 

12,772

 

 

 

17,858

 

 

 

42,407

 

 

 

53,358

 

Selling and administrative

 

 

569

 

 

 

513

 

 

 

1,700

 

 

 

1,671

 

Depreciation and amortization

 

 

0

 

 

 

322

 

 

 

0

 

 

 

948

 

Loss (gain) on disposal of assets

 

 

53

 

 

 

(6

)

 

 

42

 

 

 

(149

)

Total operating expenses

 

 

13,394

 

 

 

18,687

 

 

 

44,149

 

 

 

55,828

 

Loss from discontinued operations

 

 

(3,402

)

 

 

(3,838

)

 

 

(9,104

)

 

 

(4,601

)

Other income (expense)

 

 

4

 

 

 

395

 

 

 

73

 

 

 

(596

)

Loss from discontinued operations before income taxes

 

 

(3,398

)

 

 

(3,443

)

 

 

(9,031

)

 

 

(5,197

)

Income tax provision

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(24

)

Loss from discontinued operations, net of tax

 

$

(3,398

)

 

$

(3,443

)

 

$

(9,031

)

 

$

(5,221

)

Net sales for the three and nine months ended September 30, 2019, and 2018, include $360 and $1,457, and $4,381 and $20,117, respectively, of products sold by ASW to UES. Costs of products sold (excluding depreciation and amortization) approximated the same.

Additionally, 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 UES, 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 mitigate the excess capacity and high operating costs of the Corporation’s cast roll operations, thereby having a positive impact on the Corporation’s operating results, the sale of the Avonmore Plant is not considered a strategic shift that will have a major effect on the Corporation’s operations per the requirements of ASC 205, Presentation of Financial Statements. Accordingly, the operating results and cash flows of ANR are included within continuing operations, versus discontinued operations, for the current year and prior year periods.