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Discontinued Operations | 3 Months Ended
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Mar. 31, 2021
Discontinued Operations and Disposal Groups [Abstract] |
Discontinued Operations | Discontinued Operations In October 2020, we closed on the sale of our Life Sciences business under the terms of a Stock Purchase Agreement (the “SPA”) with affiliates of American Securities LLC for $753.3 million cash. The SPA includes a potential earnout payment of up to $70 million based on the performance of the Life Sciences business during the year ending December 31, 2022, measured by Adjusted EBITDA targets, as defined by the SPA. After working capital and other closing adjustments, we received cash proceeds at closing of $757.2 million and have recorded a $3.9 million payable as of March 31, 2021, and December 31, 2020, for the balance. Under the terms of a transition services agreement, we provided certain support services after the sale. In accordance with the terms of the SPA, we agreed to indemnify the buyer for certain tax liabilities on its consolidated federal income tax return related to the Life Sciences business during the portion of the year ended December 31, 2020, prior to the change in ownership on October 6, 2020. We estimate that the tax indemnification will result in a payment of approximately $1.2 million to the buyer during the year ending December 31, 2021, and we have recorded this estimated obligation in the “Other current liabilities” line item on the Condensed Consolidated Balance Sheets as of March 31, 2021, and December 31, 2020. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the operating results of the Life Sciences business are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations as well as any gain on the disposition of the business, all net of tax, as one line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all historical periods presented have been revised to reflect this presentation. Accordingly, the results of the Life Sciences business have been excluded from continuing operations and segment results for all historical periods presented in the condensed consolidated financial statements and the accompanying notes unless otherwise stated. The Condensed Consolidated Statements of Cash Flows for historical periods include cash flows of the Life Sciences business in each line item unless otherwise stated. The following table presents the operating results of the discontinued operations.
|  |  |  | Three Months Ended March 31, 2020 |  |  |  |
Net sales |  |  |  | $ | 83,532 |  |  |  |  |
Cost of sales (exclusive of depreciation and amortization shown separately below) |  |  |  | 57,763 |  |  |  |  |
Selling, general, and administrative expense |  |  |  | 8,405 |  |  |  |  |
Depreciation and amortization |  |  |  | 11,827 |  |  |  |  |
Goodwill impairment |  |  |  | 146,757 |  |  |  |  |
Other operating expense, net |  |  |  | 3 |  |  |  |  |
Loss from operations |  |  |  | (141,223) |  |  |  |  |
Interest expense |  |  |  | 13,270 |  |  |  |  |
Other income, net |  |  |  | (424) |  |  |  |  |
Loss from discontinued operations before costs of disposal and benefit for income taxes |  |  |  | (154,069) |  |  |  |  |
Benefit for income taxes |  |  |  | 14,187 |  |  |  |  |
Loss from discontinued operations before costs of disposal |  |  |  | (139,882) |  |  |  |  |
Costs of disposal of discontinued operations (1) |  |  |  | (259) |  |  |  |  |
Benefit for income taxes on costs of disposal |  |  |  | 27 |  |  |  |  |
Loss from discontinued operations, net of tax |  |  |  | $ | (140,114) |  |  |  |  |
_______________________________ (1)Represents incremental direct costs related to the sale of the Life Sciences business that were incurred prior to the closing of the sale. During the first quarter of 2020, our market capitalization declined to a level that was less than the net book value of our stockholders’ equity. The decline in market capitalization was a triggering event that caused us to perform a goodwill impairment analysis as of March 31, 2020. The carrying value of the Life Sciences reporting unit exceeded its estimated fair value as of March 31, 2020. As a result of our analysis, we recorded an impairment loss on goodwill of $146.8 million for Life Sciences. The judgments, assumptions, and estimates involved in the goodwill impairment analysis for the Life Sciences reporting unit are consistent with those discussed in Note 5. Our previous credit facility, which was in place at the time, required us to use proceeds from the sale of the Life Sciences business to prepay a portion of our previous debt. We paid $700 million in the aggregate on our term loans immediately after the transaction closed on October 6, 2020. The prepayment was applied to debt in accordance with the prepayment provisions of the previous credit agreement which was in place at the time. Average quarterly interest rates were multiplied by the required prepayment amounts to calculate interest expense to be reclassified to discontinued operations for historical periods presented. The following table summarizes the amount of interest expense related to the previous credit facility that has been reclassified to discontinued operations.
|  |  |  | Three Months Ended March 31, 2020 |  |  |  |
Interest on debt |  |  |  | $ | 12,136 |  |  |  |  |
Amortization of debt issuance costs |  |  |  | 1,226 |  |  |  |  |
Capitalized interest and other |  |  |  | (223) |  |  |  |  |
Other |  |  |  | 131 |  |  |  |  |
Total interest expense of discontinued operations |  |  |  | $ | 13,270 |  |  |  |  |
The following table presents the significant noncash items and cash paid for capital expenditures of discontinued operations for each historical period presented.
|  |  |  | Three Months Ended March 31, 2020
Depreciation and amortization |  |  |  | $ | 11,827 |
Goodwill impairment |  |  |  | 146,757 |
Amortization of debt issuance costs |  |  |  | 1,226 |
Acquisition of property, plant and equipment |  |  |  | 4,084 |
Right-of-use assets obtained in exchange for new finance lease liabilities |  |  |  | 694 |

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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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