Discontinued Operations

3 Months Ended

Mar. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

3.  DISCONTINUED OPERATIONS

Sale of Building Products Window and Door Profiles Business

On February 24, 2016, the Company entered into an asset purchase agreement among RGI, Royal Window and Door Profiles Plant 13 Inc., Royal Window and Door Profiles Plant 14 Inc., and Axiall Corporation, as sellers, and NAPC, as purchaser, pursuant to which the Company sold its window and door profiles business, and its Concord, Ontario compounding operations to NAPC for net proceeds of approximately $29.2 million, subject to certain working capital and other adjustments and future performance-based payments. The sale was consummated on March 31, 2016. The Company concluded that it met the accounting requirements for reporting the financial position, results of operations and cash flows of its former window and door profiles business as discontinued operations when the sale was consummated and recognized a loss on sale of $25.2 million reflected in loss from discontinued operations in the unaudited condensed consolidated statements of operations. The Company concluded that the sale of its Concord, Ontario compounding operations did not meet the criteria for classification as discontinued operations. In connection with the sale of the Concord, Ontario compounding operations, the Company recognized a loss on the sale of assets of $4.0 million that is reflected in restructuring and divestiture costs in its unaudited condensed consolidated statements of operations. The net cash proceeds of approximately $27.5 million received from the sale of our window and door profiles business is included in cash flows from investing activities – discontinued operations in the unaudited condensed consolidated statements of cash flows. We have commenced a sale process for the remainder of the building products businesses.

Sale of Aromatics Business: Discontinued Operations

On September 30, 2015, the Company entered into and consummated the transactions contemplated by an asset purchase agreement between INEOS and Axiall LLC, a wholly-owned subsidiary of the Company. Pursuant to such asset purchase agreement, INEOS acquired certain assets used in the Company’s aromatics business, including but not limited to, its cumene production facility located in Pasadena, Texas. The Company retained the land and plant at its phenol, acetone and alpha-methylstyrene production facility located in Plaquemine, Louisiana (the “Plaquemine Phenol Facility”), which is part of a broader set of other Axiall facilities located in Plaquemine. In addition, the Company retained the following assets associated with its aromatics business: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) inventory, other than certain raw materials and work-in-process inventory at its Pasadena facility. The Company has discontinued the manufacture of products at its Plaquemine Phenol Facility and expects to decommission and dismantle that facility by the end of 2016.

At closing, the Company received $52.4 million in cash, which consisted of: (i) the sale price of $47.4 million; and (ii) a $5.0 million advance toward the cost of decommissioning and dismantling our Plaquemine Phenol Facility. That advance was recorded as a liability in our unaudited condensed consolidated balance sheets. During the fourth quarter of 2015, the Company met certain terms and conditions set forth in the asset purchase agreement that entitled it to receive $5.5 million of contingent consideration, pursuant to which it recorded $5.3 million, as a gain, net of a $0.2 million working capital adjustment, related to the sale. Further, the Company may receive an additional $5.0 million from INEOS to help defray the costs of decommissioning and dismantling the Plaquemine Phenol Facility. The Company’s receipt of all or any portion of the remaining $5.0 million that INEOS may be required to pay and our right to retain the $5.0 million advance payment will depend on the amount of costs incurred by us to decommission and dismantle the Plaquemine Phenol Facility.

The following represents major classes of assets and liabilities related to the discontinued operations included in our unaudited condensed consolidated balance sheets as of the following dates:

(In millions)	March 31,       2016		December 31,     2015
Receivables, net	$	-	$	17.6
Inventories		0.6		18.5
Prepaid expenses and other		-		0.8
Property, plant and equipment, net		-		61.1
Other assets, net		-		0.9
Total assets	$	0.6	$	98.9
Accounts payable	$	-	$	3.2
Accrued compensation		-		2.0
Other accrued liabilities		5.5		10.3
Lease financing obligation		-		35.6
Total liabilities	$	5.5	$	51.1
Net assets (liabilities)	$	(4.9)	$	47.8

Operating results of the discontinued operations for the three month periods ended March 31, 2016 and 2015 are shown below:

	Three Months Ended March 31,
(In millions)	2016		2015
Net sales	$	32.3	$	163.0
Operating costs and expenses:
Cost of sales		33.1		164.0
Selling, general and administrative expenses		4.1		5.4
Restructuring and divestiture costs		-		0.3
Total operating costs and expenses		37.2		169.7
Operating loss from discontinued operations		(4.9)		(6.7)
Interest expense, net		(1.1)		(1.1)
Foreign currency exchange gain (loss)		(0.3)		0.6
Net loss from the sale of business		(25.1)		-
Loss from discontinued operations		(31.4)		(7.2)
Benefit from income taxes of discontinued operations		(8.4)		(0.8)
Net loss from discontinued operations	$	(23.0)	$	(6.4)

Certain information pertaining to depreciation and amortization as well as capital expenditures associated with our discontinued operations for the three month periods ended March 31, 2016 and 2015 are included below:

	Three Months Ended March 31,
(In millions)		2016		2015
Depreciation and amortization	$	2.1	$	2.8
Capital expenditures		1.0		1.7