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DISPOSITIONS AND SPECIAL (GAINS) CHARGES | 12 Months Ended
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Dec. 31, 2018
Discontinued Operations and Disposal Groups [Abstract] |
DISPOSITIONS AND SPECIAL (GAINS) CHARGES | DISPOSITIONS AND SPECIAL (GAINS) CHARGES On August 31, 2018, the Company closed on the sale of its France-based IT value added reseller business to Bechtle AG. The Company recorded a pre-tax book gain on the sale of the France business, which was reported within the discontinued operations of the Company's ETG segment, of approximately $178.9 million for the year ended December 31, 2018. The pre-tax book gain included proceeds from the sale of approximately $267.3 million, recorded in the third quarter of 2018, and a favorable purchase price adjustment of $0.7 million which was recorded in the fourth quarter of 2018. The sales price was offset by the $82.5 million of net assets sold, $1.5 million for accelerated amortization expense of restricted stock and stock options and by $5.1 million of deal transaction costs related to the sale. Of the expenses mentioned, $5.1 million of deal transaction costs required the use of cash. The Company may incur additional charges related to statutory tax indemnities given at closing. The Company is providing limited transition services to the France business for a period of up to six months, following the closing, under a transition services agreement. The Company's discontinued operations include the results of the France business sold in August 2018, the SARL Businesses sold in March 2017 and the NATG business sold in December 2015 (see Note 1). The Company's NATG discontinued operations incurred special charges of approximately $1.4 million for the year ended December 31, 2018. These charges included approximately $2.5 million of lease reserves adjustments related to their leased facilities, of which $1.7 million was recorded in discontinued operations and $0.8 million recorded in continuing operations. Additional legal and professional fees incurred during the year of $0.1 million related to the ongoing restitution proceedings were recorded in discontinued operations offset by $1.0 million in restitution receipts from a former executive of NATG and $0.2 million in vendor settlement receipts. Below is a summary of the impact on net sales, net income (loss) and net income (loss) per share from discontinued operations for the years ended December 31, 2018, 2017 and 2016. Pretax income (loss) of Discontinued operations to the Net loss of discontinued operations is as follows:
| Year Ended December 31,
| 2018 |  | 2017 |  | 2016
Net sales | $ | 352.0 |  |  | $ | 590.6 |  |  | $ | 938.8 |
Cost of sales | 295.8 |  |  | 498.3 |  |  | 809.1 |
Gross profit | 56.2 |  |  | 92.3 |  |  | 129.7 |
Selling, distribution and administrative expenses | 36.5 |  |  | 74.7 |  |  | 146.9 |
Pre-tax book gain on sale of France business | (178.9 | ) |  | 0.0 |  |  | 0.0 |
Special charges, net | 0.6 |  |  | 30.6 |  |  | 11.5 |
Operating income (loss) from discontinued operations | 198.0 |  |  | (13.0 | ) |  | (28.7 | )
Foreign currency exchange (income) loss | (0.2 | ) |  | 0.8 |  |  | 0.1 |
Interest and other expense (income), net | 0.0 |  |  | 0.3 |  |  | 0.3 |
Income (loss) of discontinued operations before income taxes | 198.2 |  |  | (14.1 | ) |  | (29.1 | )
Provision for income tax | 23.0 |  |  | 11.0 |  |  | 7.4 |
Net income (loss) from discontinued operations | $ | 175.2 |  |  | $ | (25.1 | ) |  | $ | (36.5 | )
Net income (loss) per share - basic | $ | 4.69 |  |  | $ | (0.68 | ) |  | $ | (0.98 | )
Net income (loss) per share - diluted | $ | 4.62 |  |  | $ | (0.67 | ) |  | $ | (0.98 | )
In 2017 the Company incurred special charges of $30.9 million, of which $0.3 million was included in continuing operations within the NATG segment and $30.6 million was included in discontinued operations within the ETG and NATG segments. The Company recorded a pre-tax book loss on the sale of the SARL Businesses, which was reported within the discontinued operations of the Company's ETG segment, of approximated $23.7 million for the year ended December 31, 2017, which included an $8.2 million loss on the sale of net assets, $14.4 million of cumulative translation adjustments, $1.1 million of legal, professional and other costs, $0.8 million recovery from settlement of an outstanding obligation related to the sale, $0.3 million of severance and other personnel costs and $0.5 million of costs related to a transitional services agreement. Of these charges previously mentioned, $1.4 million required the use of cash. NATG discontinued operations incurred special charges of approximately $6.9 million throughout the year ended December 31, 2017, of which $6.2 million primarily related to updating our future lease cash flows and $0.7 million related to ongoing restitution proceedings against certain former NATG executives. Amounts that are unpaid at December 31, 2018 are recorded in Accrued expenses and other current liabilities and Other liabilities in the accompanying consolidated balance sheets. The following table details the liabilities related to the sold NATG segment's leases and other costs and liabilities that remain from the sold Misco Germany business (Corporate) for 2018 (in millions):
|  | Corporate – Lease liabilities and other costs |  | NATG – Lease liabilities and other exit costs |  | Total
Balance January 1, 2018 |  | $ | 1.2 |  |  | $ | 19.0 |  |  | $ | 20.2 |
Charged to expense |  | 0.0 |  |  | 2.5 |  |  | 2.5 |
Paid or otherwise settled |  | (0.3 | ) |  | (15.3 | ) |  | (15.6 | )
Balance December 31, 2018 |  | $ | 0.9 |  |  | $ | 6.2 |  |  | $ | 7.1 |
The following table details the liabilities related to the sold ETG segment's severance and other costs recorded within discontinued operations, NATG segment's leases and other costs and liabilities that remain from the sold Misco Germany business (Corporate) for 2017 (in millions):
| ETG - Workforce Reductions and Personnel Costs |  | Corporate – Lease liabilities and other costs |  | NATG – Lease liabilities and other exit costs |  | Total
Balance, January 1, 2017 | $ | 0.0 |  |  | $ | 1.2 |  |  | $ | 19.3 |  |  | $ | 20.5 |
Charged to expense | 0.3 |  |  | 0.0 |  |  | 6.5 |  |  | 6.8 |
Paid or otherwise settled | (0.3 | ) |  | 0.0 |  |  | (6.8 | ) |  | (7.1 | )
Balance, December 31, 2017 | $ | 0.0 |  |  | $ | 1.2 |  |  | $ | 19.0 |  |  | $ | 20.2 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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