Discontinued Operations

6 Months Ended

Jun. 29, 2020

Discontinued Operations And Disposal Groups [Abstract]

(2) Discontinued Operations

On January 19, 2020, the Company entered into a definitive equity interests purchase agreement for the sale of the Company’s Mobility business unit. The sale was completed on April 17, 2020 for a base purchase price of $550,000, subject to customary purchase price adjustments. The base purchase price does not include certain accounts receivable of the divested business, which are estimated to total approximately $95,000.

On April 18, 2020, the Company also entered into a Transition Services Agreement (TSA) with the Purchaser pursuant to which the Purchaser is receiving certain services (the Services) to enable it to operate the Mobility business unit after the closing of the sale of the Mobility business unit. The Services include finance and accounting, human resources, legal and compliance, sales, information technology, and other corporate support services. Under the TSA, the Services are being provided at cost for a period of up to 24 months. The Company does not anticipate this will have a material impact on its consolidated condensed financial statements.

Further, on June 29, 2020, the Company entered into a Sales Force Agreement with the Purchaser pursuant to which the Company’s sales representatives will assist the Purchaser in selling PCBs manufactured by the Purchaser to certain customers for a commission for a period up to April 17, 2021. The Company does not anticipate this will have a material impact on its consolidated condensed financial statements.

As the sale of the Company’s Mobility business unit represents a strategic shift that will have a major effect on the Company’s operations and financial results, in accordance with the provisions of FASB authoritative guidance on the presentation of financial statements, Mobility business unit results are classified as discontinued operations in the consolidated condensed statements of operations for all periods presented. Prior year results have been recast to conform with the current presentation.

The following table summarizes the results of Mobility operations for each period prior to sale:

	Quarter Ended						Two Quarters Ended
	June 29,			July 1,			June 29,			July 1,
	2020			2019			2020			2019
	(In thousands, except per share data)
Net sales	$	30,777		$	106,161		$	143,951		$	189,916
Cost of goods sold		28,375			114,394			136,800			208,290
Gross profit		2,402			(8,233	)		7,151			(18,374	)
Operating expenses:
Selling and marketing		285			969			1,461			2,310
General and administrative		1,007			2,272			2,317			2,742
Research and development		—			—			147			—
Amortization of definite-lived intangibles		134			674			809			1,348
Total operating expenses		1,426			3,915			4,734			6,400
Operating income (loss)		976			(12,148	)		2,417			(24,774	)
Other (expense) income:
Interest expense		—			(318	)		(223	)		(871	)
Gain on sale of the Mobility business unit		248,863			—			248,863			—
Other, net		(411	)		1,614			1,160			1,441
Total other income, net		248,452			1,296			249,800			570
Income (loss) from discontinued operations before income taxes		249,428			(10,852	)		252,217			(24,204	)
Income tax (provision) benefit		(65,964	)		1,783			(66,707	)		5,645
Income (loss) from discontinued operations, net of income taxes	$	183,464		$	(9,069	)	$	185,510		$	(18,559	)

Earnings (loss) per share from discontinued operations:
Basic earnings (loss) per share	$	1.72		$	(0.09	)	$	1.75		$	(0.18	)
Diluted earnings (loss) per share	$	1.70		$	(0.09	)	$	1.72		$	(0.18	)

Depreciation expense related to the discontinued operations for the quarters ended June 29, 2020 and July 1, 2019 was $3,117 and $17,866, respectively, and $21,382 and $35,941 for the two quarters ended June 29, 2020 and July 1, 2019, respectively.

During the quarter and two quarters ended June 29, 2020, the Company’s income tax expense related to the discontinued operations was impacted by a net discrete expense of $65,774. As a result of the sale of the Mobility business unit, the discrete income tax expense is related mainly to (i) China withholding tax related to gain on sale, (ii) U.S. income tax related to Global Intangible Low Taxed Income (GILTI) inclusion net of IRC Section 250 deduction and foreign tax credits, and offset by (iii) release of U.S. FIN 48 uncertain tax positions.

Proceeds from the sale of the Company’s Mobility business unit have been presented in the consolidated condensed statements of cash flows within net cash provided by investing activities from discontinued operations. As of June 29, 2020, the Company’s consolidated condensed balance sheet included $314,585 of receivable from Purchaser of the Mobility business unit. Subsequent to June 29, 2020, the Company received the remaining portion of the proceeds. The following is a reconciliation of the gain recorded for the sale of the Company’s Mobility business unit (in thousands):

Net proceeds from the sale of the Mobility business unit ⁽¹⁾	$	567,585

Mobility business unit assets:
Cash and cash equivalents		12,513
Restricted cash		35,412
Accounts receivable, net		12
Contract assets		40,072
Inventories		5,642
Prepaid expenses and other current assets		4,593
Property, plant and equipment, net		328,648
Goodwill		68,267
Definite-lived intangibles, net		5,520
Deposits and other non-current assets		6,291
Total Mobility business unit assets		506,970

Mobility business unit liabilities:
Accounts payable		142,636
Accrued salaries, wages and benefits		9,392
Other current liabilities		11,283
Other long-term liabilities		303
Total Mobility business unit liabilities		163,614

Derecognition of foreign currency translation adjustments and unrealized losses on cash flow hedges recorded in accumulated other comprehensive loss		26,957

Other transaction costs incurred as part of the sale of the Mobility business unit ⁽²⁾		2,323

Gain on sale of the Mobility business unit before income taxes	$	248,863

(1)	Net proceeds from the sale of the Mobility business unit are net of customary purchase price adjustments. As of June 29, 2020, the Company received a portion of the proceeds amounting to $253,000.

(2)	Costs directly incurred as a result of the sale of the Company’s Mobility business unit, including legal fees, professional fees, and other costs.