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Assets Held For Sale | 3 Months Ended
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Jun. 29, 2024
Asset, Held-for-Sale, Not Part of Disposal Group [Abstract] |
Assets Held For Sale | Asset Held-For-Sale - Other During the fourth quarter of 2023, the Company began the process to sell a small, industrial specialty chemicals business that reports within the MS segment. The related assets and liabilities of the business were classified as held-for-sale in the Company’s condensed consolidated balance sheets and measured at the lower of their carrying amount or fair value less cost to sell. The assets and liabilities continue to be marketed for sale and are classified as held-for-sale at June 29, 2024. The proposed disposition of the business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results. Assets held-for-sale and liabilities held-for-sale recorded on the balance sheet were $6.2 million and $0.7 million, respectively, as of June 29, 2024. The loss before income taxes attributable to the business was not significant for the three and six months ended June 29, 2024, respectively, except for the impairment charge of $13.0 million as noted in Note 3 for the six months ended June 29, 2024. Divestiture - Pipeline and Industrial Materials During the first quarter of 2024, the Company completed the sale of its Pipeline and Industrial Materials (“PIM”) business, which became part of the Company with the acquisition of CMC Materials, to SCF Partners, Inc. The PIM business specializes in the manufacture and sale of drag reducing agents and a range of valve maintenance products and services for the oil and gas industry, and reported into the MS segment of the Company. The Company received gross cash proceeds of $263.2 million, or expected net proceeds of $256.2 million, which remains subject to customary final post-closing adjustment and up to $25.0 million in cash earn-out payments contingent upon the performance of the PIM business in 2025 and 2026. The Company’s policy is to account for the contingent consideration arrangement in accordance with ASC 450, Contingencies (Subtopic 450-30). Under this approach, the Company recognizes the contingent consideration receivable in earnings after the contingency is resolved. Accordingly, to determine the initial gain on the sale of the PIM business, the Company did not include an amount related to the contingent consideration arrangement as part of the consideration received. The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to final post-closing adjustment:
(In thousands) |  | March 1, 2024
Cash proceeds received, gross |  | $ | 263,208 |
Preliminary working capital adjustment |  | 1,189 |
Cash transferred to the buyer on the closing balance sheet |  | (230) |
Direct costs to sell |  | (8,005) |
Fair value of sale consideration |  | $ | 256,162 |
The disposition of the PIM business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements since the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results. The carrying amount of net assets associated with the PIM business was approximately $252.8 million. The major classes of assets and liabilities sold consisted of the following:
(In thousands) |  |
Assets: |  | March 1, 2024
Current assets |  | $ | 58,684 |
Property, plant and equipment, net |  | 118,146 |
Intangible assets, net |  | 76,692 |
Goodwill |  | 12,707 |
Other assets |  | 2,500 |
Total assets held-for-sale |  | $ | 268,729 |
Liabilities: |  |
Accounts payable |  | $ | 9,485 |
Accrued expenses |  | 4,672 |
Long-term liabilities |  | 1,737 |
Total liabilities held-for-sale |  | $ | 15,894 |
As a result of the sale of the PIM business, the Company recognized a pre-tax loss (gain) of $0.5 million and $(4.3) million, inclusive of a $1.0 million gain reclassified from Accumulated other comprehensive loss for foreign currency translation, presented in Selling, general and administrative expenses in the condensed consolidated statements of operations for the three and six months ended June 29, 2024, respectively. The Company recorded an income tax (benefit) expense associated with the PIM divestiture of approximately $(0.1) million and $1.0 million for the three and six months ended June 29, 2024, respectively.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent + Details
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