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DISCONTINUED OPERATIONS, ASSETS AND LIABILITIES HELD FOR SALE AND DIVESTITURES
9 Months Ended
Sep. 30, 2021
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS, ASSETS AND LIABILITIES HELD FOR SALE AND DIVESTITURES DISCONTINUED OPERATIONS, ASSETS AND LIABILITIES HELD FOR SALE AND DIVESTITURES
Discontinued Operations
On March 1, 2016, the Company completed the separation of the North America business, which represented the Company’s operations in the United States, Canada and Puerto Rico, from the Company into New Avon Company, formerly New Avon, LLC ("New Avon"), a privately held company majority-owned and managed by Cerberus NA Investor LLC (an affiliate of Cerberus). From that date, the resolution of contingent liabilities and corresponding costs relating to Avon’s ownership and operation of the North America business prior to its separation from the Company into New Avon have been treated as discontinued operations.
The major classes of financial statement components comprising the loss on discontinued operations, net of tax for New Avon during the three and nine month periods ended September 30, 2021 and 2020 are shown below:
Three Months Ended September 30,Nine Months Ended September 30,
2021202020212020
Selling, general and administrative expenses$(7.4)$(4.5)$(6.5)$(14.3)
Operating loss$(7.4)$(4.5)$(6.5)$(14.3)
Loss from discontinued operations, net of tax$(7.4)$(4.5)$(6.5)$(14.3)
Assets and Liabilities Held for Sale
The major classes of assets comprising held for sale assets on the Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020 are shown in the following table:
September 30, 2021December 31, 2020
Current held for sale assets
Inventories$— $2.6 
Property, Plant & Equipment (net)4.6 9.2 
Cash and cash equivalents— .7 
Other assets— 1.4 
$4.6 $13.9 
Current held for sale liabilities
Accounts payable$— $.5 
Other liabilities— 1.8 
$— $2.3 
At September 30, 2021, assets held for sale include one business in Avon International segment and one property in the Avon Latin America Segment. At December 31, 2020, assets held for sale include one property and one business in Avon International segment and one property in the Avon Latin America Segment.
Divestitures
Sale of Avon Luxembourg Holdings S.à r.l
On July 1, 2021, the Company sold Avon Luxembourg, including our Mexican business, to a subsidiary of Natura &Co Holding for $150, with the proceeds used to repay maturing loans of $150 borrowed under the $250 Revolving Credit Facility with a subsidiary of Natura &Co Holding.
The sale was accounted for as a transaction under common control in accordance with ASC805 - Business Combinations, with the resulting gain of $148, representing the difference between the proceeds, the net assets of Avon Luxembourg on the date of sale and the cumulative foreign currency translation adjustment, taken directly to Retained Earnings. For additional information, see the Consolidated Statements of Changes in Shareholders' Deficit.
Spanish Distribution Center
In September 2021, we completed the sale of our Spanish Distribution Center for a total selling price of $14.7, the proceeds of which are presented as investing activities in the Consolidated Statement of Cash Flows.
In the third quarter of 2021 we recognized a gain of $8.3 before and $6.2 after tax, which is reported separately in the Consolidated Statements of Operations representing the difference between the proceeds, the carrying value of the branch of the Spanish Distribution Center on the date of sale, and associated disposal costs.
Italy Branch
In June 2021, we completed the sale of a branch of our Italian business for a total selling price of $1.7, the proceeds of which will be received in installments between October 2021 and December 2026, and will be presented as investing activities in the Consolidated Statement of Cash Flows.
In the second quarter of 2021, we recorded a gain of $1.4 before and after tax, which is reported separately in the Consolidated Statements of Operations representing the difference between the proceeds and the carrying value of the branch of the Italian business on the date of sale.
Avon Shanghai
In August 2020, we signed an agreement to sell Avon Management Shanghai ("Avon Shanghai") to an affiliate of Natura &Co for a selling price of $2.9. In August 2020, we completed the sale of the entity and received proceeds of $2.9. These proceeds are presented as investing activities in the Consolidated Statement of Cash Flows. As the sale was to an affiliate under common control of Natura &Co, the gain on sale of $1.4 was recorded directly to Retained earnings.
Hungary Distribution Center in Gödöllő
In April 2020, we signed an agreement to sell the Hungary Distribution Center in Gödöllő for a total selling price of $3.4, and received a deposit of $.3. In June 2020, we completed the sale of the asset, and the remaining proceeds of $3.1 were received. These proceeds are presented as investing activities in the Consolidated Statement of Cash Flows.
In the second quarter of 2020, we recorded a gain of $.1 before and after tax, which is reported separately in the Consolidated Statements of Operations. The gain represents the difference between the proceeds and the carrying value of the Hungary Distribution Center on the date of sale.
China Wellness Plant
In March 2020, we signed an agreement to sell the China Wellness Plant, for a total selling price of $6.6 before expenses. In the six-month period ended June 30, 2020, we received a cash deposit for the selling price of $6.6, presented as investing activities in the Consolidated Statement of Cash Flows, which included $3.3 of restricted cash.
In August 2020, we completed the sale of the China Wellness Plant and $3.3 of restricted cash in escrow was transferred to Avon. In the third quarter of 2020, we recorded a gain of $1.4 before tax, which is reported separately in the Consolidated Statements of Operations. The gain represents the difference between the net proceeds (after associated expenses) and the carrying value of the China Wellness Plant on the date of sale.
China manufacturing
On February 15, 2019, we completed the sale to TheFaceShop Co., Ltd., an affiliate of LG Household & Health Care Ltd. ("TheFaceShop"), of all of the equity interests in Avon Manufacturing (Guangzhou), Ltd. for a total selling price of $71.0, less expenses of approximately $1.1. The selling price included $23.5 relating to outstanding intercompany loans payable to Avon Manufacturing (Guangzhou), Ltd. from other Avon subsidiaries that was presented as financing activities in the Consolidated Statement of Cash Flows, this was subsequently settled in April 2019. The cash proceeds of $46.4, net of loan amounts, were presented as investing activities in the Consolidated Statement of Cash Flows, which included $7.5 of long-term restricted cash as of December 31, 2019. This was subsequently reclassified to short-term restricted cash in the three-month period ended March 31, 2020. The restriction on this cash was removed in the three-month period ended March 31, 2021.