Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Nature of Business GCP Applied Technologies Inc. (“GCP”, or the “Company”) is engaged in the production and sale of specialty construction chemicals and specialty building materials through two operating segments. Specialty Construction Chemicals (“SCC”) operating segment provides products, services and technologies to the concrete and cement industries, including concrete admixtures and cement, as well as in-transit monitoring and management systems, which reduce the cost and improve the performance and quality of cement, concrete, mortar, masonry, and other cementitious-based construction materials. Specialty Building Materials (“SBM”) operating segment manufactures and markets sheet and liquid membrane systems that protect structures from water, air and vapor penetration, as well as fireproofing and other products designed to protect the building envelope. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements are presented on a consolidated basis and include all of the accounts and operations of GCP and its majority-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The financial statements reflect the financial position, results of operations and cash flows of GCP in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission (“SEC”) Regulation S-X for interim financial information. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known. GCP’s accounting measurements that are most affected by management’s estimates of future events are disclosed in its 2021 Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021 (the “2021 Annual Report on Form 10-K”). Actual results could differ from those estimates. The interim financial statements presented herein are unaudited and should be read in conjunction with the audited Consolidated Financial Statements and notes thereto contained in the 2021 Annual Report on Form 10-K. The Condensed Consolidated Balance Sheet at December 31, 2021 was derived from the audited annual consolidated financial statements as of the period then ended. Certain information and footnote disclosures typically included in GCP’s annual consolidated financial statements have been condensed or omitted. The unaudited financial statements reflect all adjustments that, in the opinion of management, are necessary for a fair statement of the results of the interim periods presented. All such adjustments are of a normal recurring nature. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results of operations for the year ending December 31, 2022. Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Such reclassifications have not materially affected previously reported amounts. Proposed Merger On December 5, 2021, GCP entered into an Agreement and Plan of Merger, or the ( “ Merger Agreement ”) , with Cyclades Parent, Inc., or Parent, and Cyclades Merger Sub, Inc., a wholly owned subsidiary of Parent, ( “ Merger Sub ” ), and Compagnie de Saint-Gobain S.A., collectively, ( “ Saint-Gobain ” ). Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into GCP (the “Merger”), with GCP continuing as the surviving corporation of the Merger and as a wholly-owned subsidiary of Parent. At the effective time of the Merger, each share of GCP ’s common stock that is issued and outstanding immediately prior to the effective time of the Merger shall be automatically converted into the right to receive $32.00 in cash, without interest. GCP’s Board of Directors and the board of directors of Saint-Gobain have each approved the Merger and the Merger Agreement. On March 8, 2022, the Company ’ s stockholders approved the Merger. The Company currently expects the Merger to close in the second half of 2022. Until the closing, GCP will continue to operate as an independent company. GCP may be required to pay a cash termination fee to Saint-Gobain of up to $71 million , as required under the Merger Agreement under certain circumstances , including in the event GCP terminates the Merger Agreement to enter into a “Superior Proposal,” as defined in the Merger Agreement, or in the event GCP enters into an alternative transaction within nine months of termination of the Merger Agreement in certain circumstances and such alternative transaction is consummated. Assets Held for Sale In October 2021, the Company approved the sale of a business unit within the SBM segment and classified it as held for sale in its 2021 Annual Report on Form 10-K. In the first quarter of 2022, the Company decided to discontinue the proposed sale of this business unit and recorded a $0.7 million charge for accumulated unrecognized depreciation and amortization expense during the period the associated assets were classified as held for sale. In the six months ended June 30, 2022 , the Company also reversed the $0.8 million loss on sale of a product line that it had previously recorded in 2021 resulting in a $0.1 million overall gain recorded in “ Other expense (income), net ” in the unaudited Condensed Consolidated Statement of Operations. As of March 1, 2022, all depreciation and amortization associated with this business are in operating costs and expense in the unaudited Condensed Consolidated Statement of Operations. Goodwill The change in goodwill in the six months ended June 30, 2022 was due mostly to unfavorable foreign currency translations of $12.1 million partially offset by $3.2 million assets held for sale that were reversed when GCP decided to discontinue the proposed sale of the business unit. Discontinued Operations In 2017, GCP completed the sale of its Darex Packaging Technologies (“Darex”) business to Henkel AG & Co. KGaA (“Henkel”) for $1.1 billion in cash. Since that time, Darex results of operations and cash flows have been reclassified and reflected as “discontinued operations” in the unaudited Condensed Statements of Operations and Cash Flows for all periods presented including f ees incurred by the Company in relation to Henkel indemnification claims (see Note 12, “Commitments and Contingencies” ) . Unless otherwise noted, the information throughout the Notes to the accompanying unaudited Condensed Consolidated Financial Statements pertains only to the continuing operations of GCP. The following table sets forth the components of “Loss from discontinued operations, net of income taxes” in the unaudited Condensed Consolidated Statements of Operations: Three Months Ended Six Months Ended June 30, 2022 June 30, 2021 June 30, 2022 June 30, 2021 (in millions) Selling, general and administrative expenses $ 2.4 $ 0.2 $ 2.7 $ 0.2 Loss from discontinued operations before income taxes (2.4) (0.2) (2.7) (0.2) Income tax expense (0.7) — (0.7) — Loss from discontinued operations, net of income taxes $ (1.7) $ (0.2) $ (2.0) $ (0.2) Risk and Uncertainties In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus (“COVID-19”) a global pandemic, and recommended a number of restrictive measures to contain the spread. Many governments in the regions where GCP generates the majority of its revenue have adopted policies which have impacted GCP and many other companies globally, particularly the extended lockdowns and supply chain disruptions. COVID-19 and its resurgence has and will continue to impact global economic activity, particularly raw material inflation and the supply chain challenges are impacting the ability to fulfill demand and the cost of the GCP ’ s products. Furthermore, factors such as the conflict in Ukraine, risks related to energy markets and the resulting increases in petroleum-based raw materials and historic inflation headwinds have impacted GCP ’ s results of operations in the six months ended June 30, 2022. GC P has been closely monitoring the impact of COVID-19 and working to manage the effects on its business globally. It is difficult to estimate with reasonable certainty at this time the duration and extent of the impact of the pandemic on the global economy, the Company’s business, financial position and results of operations. GCP has made certain estimates within its financial statements related to the impact of COVID-19 and other risk and uncertainties, including allowances for credit losses related to the estimated amount of receivables not expected to be collected and excess, obsolete or damaged inventories, future expected cash flows related to impairment assessments of goodwill and long-lived assets, incentive compensation accruals, contingent liabilities, and sales allowances related to volume rebates recognized based on anticipated sales volume. There may be changes to the Company’s estimates in future periods due to uncertainty associated with the impact of COVID-19, the extent of which will depend |