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DISCONTINUED OPERATIONS
 6 Months Ended
Jun. 28, 2014
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

(3)                                 DISCONTINUED OPERATIONS

 

As part of our operating strategy, we regularly review and negotiate potential divestitures, some of which are or may be material.

 

We report businesses or asset groups as discontinued operations when, among other things, we terminate the operations of the business or asset group, commit to a plan to divest the business or asset group or we actively begin marketing the business or asset group, and the sale of the business or asset group is deemed probable within the next twelve months.

 

The following businesses, which have been sold or for which operations have been terminated, met these requirements and therefore have been reported as discontinued operations for all periods presented:

 

Business

 

Quarter
Discontinued

 

Quarter of Sale
or Termination
of Operations

 

SPX Precision Components (“Precision Components”)

 

Q3 2013

 

Q2 2014

 

Thermal Product Solutions (“TPS”)

 

Q3 2013

 

Q1 2014

 

Broadcast Antenna System business (“Dielectric”)

 

Q2 2013

 

Q2 2013

 

Crystal Growing business (“Kayex”)

 

Q1 2013

 

Q1 2013

 

 

Precision Components — Sold for cash consideration of $63.0 during the second quarter of 2014, resulting in a loss, net of taxes, of $7.3.

 

TPS — Sold for cash consideration of $38.5 and a promissory note of $4.0 during the first quarter of 2014, resulting in a gain, net of taxes, of $21.5. The promissory note is payable in full by the buyer on or before February 28, 2016.

 

Dielectric — We sold assets of the business during the second quarter of 2013 for cash consideration of $4.7, resulting in a gain of less than $0.1.

 

Kayex — We closed the business during the first quarter of 2013. In connection with the closure, we recorded a loss, net of taxes, of $2.1 during the first quarter of 2013, with such loss related primarily to severance costs and asset impairment charges. During the third and fourth quarters of 2013, we recorded an aggregate gain, net of taxes, of $3.4 associated primarily with the sale of a perpetual license related to certain of the business’s intangible assets. Proceeds from the sale of the perpetual license totaled $6.9.

 

In addition to the businesses discussed above, we recognized net gains of $1.2 and $0.7 during the three and six months ended June 28, 2014, respectively, and net gains (losses) of $2.7 and $(0.4) during the three and six months ended June 29, 2013, respectively, resulting from adjustments to gains/losses on dispositions of previously discontinued businesses. Refer to the consolidated financial statements contained in our 2013 Annual Report on Form 10-K for the disclosure of all businesses discontinued during 2011, 2012 and 2013.

 

The final sales price for certain of the divested businesses is subject to adjustment based on working capital existing at the respective closing dates. The working capital figures are subject to agreement with the buyers or, if we cannot come to agreement with the buyers, an arbitration or other dispute-resolution process. Final agreement of the working capital figures with the buyers for certain of these transactions has yet to occur. In addition, changes in estimates associated with liabilities retained in connection with a business divestiture (e.g., income taxes) may occur. It is possible that the sales price and resulting gains/losses on these and other previous divestitures may be materially adjusted in subsequent periods.

 

For the three and six months ended June 28, 2014 and June 29, 2013, income (loss) from discontinued operations and

the related income taxes are shown below:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 28,

 

June 29,

 

June 28,

 

June 29,

 

 

 

2014

 

2013

 

2014

 

2013

 

Income (loss) from discontinued operations

 

$

(0.9

)

$

6.9

 

$

33.6

 

$

4.3

 

Income tax (provision) benefit

 

(2.6

)

1.1

 

(15.7

)

(0.9

)

Income (loss) from discontinued operations, net

 

$

(3.5

)

$

8.0

 

$

17.9

 

$

3.4

 

 

For the three and six months ended June 28, 2014 and June 29, 2013, results of operations for discontinued

operations were as follows:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 28,

 

June 29,

 

June 28,

 

June 29,

 

 

 

2014

 

2013

 

2014

 

2013

 

Revenues

 

$

16.0

 

$

56.1

 

$

49.7

 

$

103.5

 

Pre-tax income

 

4.0

 

7.4

 

4.6

 

7.3

 

 

The major classes of assets and liabilities, excluding intercompany balances, of the businesses reported as discontinued

operations included in the accompanying condensed consolidated balance sheets are as follows:

 

 

 

June 28,

 

December 31,

 

 

 

2014

 

2013

 

Assets:

 

 

 

 

 

Accounts receivable, net

 

$

10.3

 

$

22.8

 

Inventories, net

 

11.9

 

37.6

 

Other current assets

 

0.5

 

1.2

 

Property, plant and equipment, net

 

4.1

 

16.3

 

Goodwill and intangibles, net

 

37.7

 

70.4

 

Assets of discontinued operations

 

$

64.5

 

148.3

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Accounts payable

 

$

6.2

 

$

13.3

 

Accrued expenses

 

8.3

 

18.6

 

Liabilities of discontinued operations

 

$

14.5

 

$

31.9