DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2015

Discontinued Operations And Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

3. DISCONTINUED OPERATIONS

On September 30, 2015, the Company entered into and consummated the transactions contemplated by the Asset Purchase Agreement between INEOS and Axiall LLC, a wholly-owned subsidiary of the Company. Pursuant to the 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 Companyhas discontinued the manufacture of products at its Plaquemine Phenol Facility, and expects to dismantle and shut-down that facility.

At closing, the Company received $52.4 million in cash which consisted of: (i) the selling price of $47.4 million, pursuant to which we recorded a pre-tax gain of $14.1 million on the disposition and a write-down of the assets at our Plaquemine Phenol Facility, the net effect ofwhich is reflected in income (loss) from discontinued operations on our unaudited condensed consolidated statements of operations; and (ii) a $5.0 million advance toward the cost of decommissioning and dismantling our Plaquemine Phenol Facility. That advance is recorded as an accrued liability in our unaudited condensed consolidated balance sheets.The Company has met certain terms and conditions set forth in the Asset Purchase Agreement that entitle it to receive $5.5 million of contingent consideration during the fourth quarter of 2015. The Company expects to recordthe $5.5 million payment as a gain in the fourth quarter of 2015 upon receipt.In addition, 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 its right to retain the $5.0 million advance will depend on the amount of costs incurredby 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:

	September 30,		December 31,
(In millions)	2015		2014
Receivables, net	$	33.5	$	36.4
Inventories		23.9		31.8
Property, plant and equipment, net		-		29.6
Total assets	$	57.4	$	97.8
Accounts payable	$	23.6	$	30.9
Accrued compensation		0.3		0.3
Other accrued liabilities		8.5		1.4
Non-current liabiliies		-		3.8
Total liabilities	$	32.4	$	36.4
Net assets	$	25.0	$	61.4

Operating results of the discontinued operations for the three and nine month periods ended September 30, 2015 and 2014are shown below:

	Three Months Ended September 30,					Nine Months Ended September 30,
(In millions)	2015			2014		2015			2014
Net sales	$	125.1		$	222.2	$	400.0		$	594.2
Operating costs and expenses:
Cost of sales		127.3			219.0		399.6			591.3
Selling, general and administrative expenses		0.9			1.2		2.9			3.8
Total operating costs and expenses		128.2			220.2		402.5			595.1
Operating income (loss) from discontinued operations		(3.1	)		2.0		(2.5	)		(0.9	)
Net gain from the sale of aromatics		14.1			-		14.1			-
Income (loss) from discontinued operations		11.0			2.0		11.6			(0.9	)
Provision for (benefit from) income taxes of      discontinued operations		6.0			0.4		5.3			(0.3	)
Net income (loss) from discontinued operations	$	5.0		$	1.6	$	6.3		$	(0.6	)

Certain information pertaining to depreciation and amortization as well as capital expenditures associated with our discontinued operations for the three and nine month periods ended September 30, 2015 and 2014 are included below:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2015		2014		2015		2014
Depreciation and amortization	$	0.6	$	0.6	$	1.9	$	1.4
Capital expenditures		0.2		4.9		1.0		7.7