Ecovyst, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Performance Materials Divestiture

Performance Materials Divestiture

12 Months Ended

Dec. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

4. Performance Materials Divestiture:

On December 14, 2020, the Company completed the sale of its Performance Materials business to Potters Buyer, LLC (the “Purchaser”), an affiliate of The Jordan Company, L.P., for a purchase price of $650,000. The net cash proceeds to the Company from the sale were $624,256 after certain customary adjustments for indebtedness, working capital and cash at the closing of the transaction. The Company classified the proceeds within net cash provided by (used in) investing activities – continuing operations in the consolidated statements of cash flows and used the net proceeds from the sale as well as cash on hand to pay down debt and issue a special cash dividend of $1.80 per share to stockholders.

In the fourth quarter of 2020, the Performance Materials business met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements – Discontinued Operations (“ASC 205-20”), as the sale represents a strategic shift that will have a major effect on the Company’s operations and financial results. As a result, the Company’s consolidated financial statements for all periods presented reflect the Performance Materials business as a discontinued operation. The divested business was historically reported in the Performance Materials reportable segment, with the exception of certain Australian operations that were historically reported in the Performance Chemicals reportable segment.

The total transaction costs incurred in connection with the sale were approximately $13,161 for the year ended December 31, 2020. The Company recorded a pre-tax loss on sale of $70,878, which is included in net (loss) income from discontinued operations, net of tax in the Company’s consolidated statements of income for the year ended December 31, 2020. The following is a reconciliation of the loss recorded on the sale:




Net proceeds received from the sale of Performance Materials	$	624,256
Transaction costs	(13,161)
Net assets derecognized	(681,973)
Loss on sale of Performance Materials	$	(70,878)

In connection with the sale of Performance Materials and the related loss, as noted above, the Company has recognized a tax expense of $58,008 within discontinued operations for the year ended December 31, 2020.

The following table summarizes the results of discontinued operations for the periods presented:


	Years ended December 31,
	2020		2019
Sales	$	342,738	$	373,686
Cost of goods sold	251,917		281,566
Selling, general and administrative expenses	33,195		37,364
Other operating expense, net	18,289		14,462
Operating income	39,337		40,294
Equity in net income from affiliated companies	(37)		(12)
Interest expense, net (1)	16,210		24,453
Other (income) expense, net	(3,481)		274
Loss on sale of Performance Materials	70,878		—
(Loss) income from discontinued operations before income tax	(44,233)		15,579
Provision for income taxes	58,008		1,022
(Loss) income from discontinued operations, net of tax	$	(102,241)	$	14,557

(1) The closing of the transaction triggered the Company’s obligation to provide partial repayment under both its Amended and Restated Term Loan Credit Agreement, dated May 4, 2016, and its New Term Loan Credit Agreement, dated as of July 22, 2020. As such, interest expense has been allocated to discontinued operations on the basis of the Company’s required refinancing of debt repayment provision of $275,787 of the Senior Secured Term Loan Facility due February 2027 and its required repayment of $188,722 of the Senior Secured Term Loan Facility due February 2027.

During the year ended December 31, 2021, the Company incurred transaction costs of $2,054 and stock-based compensation expense of $1,970, and an associated tax benefit of $988 related to the Performance Materials divestiture, as well as a provision to return benefit of $5,429 related to the filing of the 2020 tax returns filed in the fourth quarter of 2021, which is included in loss from discontinued operations, net of tax.

Net income attributable to the noncontrolling interest related to the Performance Materials business, net of tax was $265 and $154 for the years ended December 31, 2020 and 2019, respectively.

The following table summarizes the assets and liabilities of discontinued operations at December 31, 2019:


	December 31, 2019
ASSETS
Cash and cash equivalents	$	18,423
Accounts receivables, net	40,484
Inventories, net	143,323
Prepaid and other current assets	4,139
Current assets held for sale	$	206,369

Investments in affiliated companies	$	115
Property, plant and equipment, net	175,614
Goodwill	286,227
Other intangible assets, net	121,113
Right-of-use lease assets	8,878
Other long-term assets	71,697
Long-term assets held for sale	$	663,644

LIABILITIES
Notes payable and current maturities of long-term debt	$	7,766
Accounts payable	30,267
Operating lease liabilities—current	3,326
Accrued liabilities	16,744
Current liabilities held for sale	$	58,103

Long-term debt, excluding current portion	$	55,972
Deferred income taxes	8,612
Operating lease liabilities—noncurrent	5,248
Other long-term liabilities	17,366
Long-term liabilities held for sale	$	87,198

Upon the close of the transaction, the Company entered into a Transition Services Agreement with the buyer pursuant to which the buyer is receiving certain services to provide for the orderly transition of various functions and processes after the closing of the transaction. The services under the Transition Services Agreement include information technology, accounting, tax, financial services, human resources, facilities, and other administrative support services. These services are being provided at cost for a period of 9 months, with three 30-day extensions available. The Company billed $3,314 under the Transition Services Agreement to the buyer during the year ended December 31, 2021. Those billings are included in selling, general and administrative expenses on the consolidated financial statements.

Additionally, in connection with the transaction, the Company entered into various supply agreements with the Purchaser. Cash flows associated with these transition services and supply agreements are not expected to be material to the Company’s results of operations.