Discontinued Operations and Related Assets Held for Sale

On February 26, 2016, the Company announced that it had initiated a strategic review of its Engineered Solutions business segment to better direct its resources and simplify its operations. Any potential sale of assets was prohibited by the Revolving Facility without approval of the requisite lenders thereunder. On April 27, 2016, GrafTech and certain of its subsidiaries entered into an amendment to the Old Revolving Facility (see Note 6 "Debt and Liquidity") which, among other things, permitted the sale of assets with the restriction that the proceeds be utilized to pay down revolver borrowings. As of June 30, 2016, the Engineered Solutions segment qualified for reporting as discontinued operations as its divestiture represents a strategic shift for the Company.

During 2016, we evaluated the fair value of the Engineered Solutions business segment utilizing the market approach (Level 3 measure). As a result, we incurred an impairment charge to our Engineered Solutions business segment of $120 million to align the carrying value with estimated fair value. We continued to update this estimate and during 2017, we further reduced the estimated fair value by $5.3 million, based upon current information available at that time. $2.5 million of the 2017 impairment was incurred during the three months ended March 31, 2017.

On November 30, 2016, we completed the sale of our Fiber Materials Inc. business, which was a business line within our former Engineered Solutions business. The sale resulted in cash proceeds of $15.9 million and a loss of $0.2 million. We have the ability to realize up to $8.5 million of additional proceeds based on the earnings of the Fiber Materials business over the 24 months following the transaction. We have elected to record this contingent consideration as it is realized and accordingly, it has not been recognized to date.

On July 3, 2017, we completed the sale of our Advanced Energy Technologies (AET) business. AET was a product line within our Engineered Solutions business which had been classified as held for sale since the second quarter of 2016. The sale resulted in cash proceeds of $28.5 million.

On September 30, 2017, we completed the sale of the majority of the U.S. assets of our GrafTech Advanced Graphite Materials (GAGM) business, which was a component of our Engineered Solutions business. The sale of the Italian GAGM assets closed on October 5, 2017. In the jurisdictions where the GAGM assets were not acquired, we initiated the wind‑down of the business. The sale was structured as a non‑cash transaction with the buyer assuming certain liabilities associated with the assets acquired. In addition, GrafTech retained certain current assets of GAGM, mostly receivables, which have been substantially realized in the fourth quarter of 2017.

The disposition of the Engineered Solutions business is now substantially complete and in accordance with our Old Credit Facility, all cash proceeds from these sales were used to pay down our Old Revolving Facility and Old Term Loan Facility.

The following tables summarize the results of the Engineered Solutions business segment, reclassified as discontinued operations for the three months ended March 31, 2018 and 2017.



	For the Three Months Ended March 31,
	2018			2017
	(dollars in thousands)

Net sales	$	2,455		$	31,765
Cost of sales	1,193			28,412
Gross profit	1,262			3,353
Research and development	—			570
Selling and administrative expenses	401			3,693
Gain on sale of assets	(759		)	—
Impairments	—			2,500
Operating income (loss)	1,620			(3,410		)
Other (income) expense	(6		)	32
Interest expense	—			607
Income (loss) from discontinued operations before income taxes	1,626			(4,049		)
Benefit from income taxes on discontinued operations	—			(17		)
Income (loss) from discontinued operations	$	1,626		$	(4,066	)

The significant components of our Statements of Cash Flows for the Engineered Solutions business segment held for sale are as follows:



	For the Three Months Ended March 31,
	2018			2017
	(Dollars in thousands)

Depreciation and amortization	$	—		$	1,768
Impairment	—			2,500
Gain on sale of assets	(759		)	—
Deferred income taxes	—			17
Capital expenditures	—			228

The following table summarizes the carrying value of the assets and liabilities of discontinued operations as of March 31, 2018 and December 31, 2017.



	As of March 31, 2018		As of December 31, 2017
	(Dollars in thousands)
Assets of discontinued operations:
Accounts receivable	$	1,608	$	3,351
Inventories	165		502
Prepaid expenses and other current assets	536		1,137
Net property plant and equipment	—		226
Other assets	97		97
Total assets of discontinued operations	2,406		5,313

Liabilities of discontinued operations:
Accounts payable	$	756	$	512
Accrued income and other taxes	83		158
Other accrued liabilities	2,010		2,742
Total current liabilities of discontinued operations	2,849		3,412

Other long-term obligations	376		376

Total liabilities of discontinued operations	$	3,225	$	3,788