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Discontinued Operations
9 Months Ended
Sep. 27, 2021
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

(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 did not include certain accounts receivable of the divested business, which were estimated to total approximately $95,000. After the price adjustments, the final purchase price was $569,246, which did not include approximately $83,000 accounts receivable of the divested business.

On April 18, 2020, the Company 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. In addition, the Company entered into a Manufacturing Supply Agreement with the Purchaser pursuant to which the Purchaser will supply products to a few customers of the Company. There was no material impact on the Company’s 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 assist the Purchaser in selling PCBs manufactured by the Purchaser to certain customers for a commission for a period up to April 17, 2021. There was no material impact on the Company’s consolidated condensed financial statements.

As the sale of the Company’s Mobility business unit represented a strategic shift that had 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.

The following table summarizes the results of Mobility operations for the quarter and three quarters ended September 28, 2020 prior to sale:

 

 

 

Quarter Ended

 

 

Three Quarters Ended

 

 

 

September 28,

 

 

September 28,

 

 

 

2020

 

 

2020

 

 

 

(In thousands, except per share data)

 

Net sales

 

$

 

 

$

143,951

 

Cost of goods sold

 

 

 

 

 

136,800

 

Gross profit

 

 

 

 

 

7,151

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling and marketing

 

 

 

 

 

1,461

 

General and administrative

 

 

 

 

 

2,317

 

Research and development

 

 

 

 

 

147

 

Amortization of definite-lived intangibles

 

 

 

 

 

809

 

Total operating expenses

 

 

 

 

 

4,734

 

Operating income

 

 

 

 

 

2,417

 

Other (expense) income:

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

(223

)

Gain on sale of the Mobility business unit

 

 

 

 

 

237,253

 

Other, net

 

 

 

 

 

1,160

 

Total other income, net

 

 

 

 

 

238,190

 

Income from discontinued operations

     before income taxes

 

 

 

 

 

240,607

 

Income tax benefit (provision)

 

 

20,021

 

 

 

(46,686

)

Income from discontinued operations,

     net of income taxes

 

$

20,021

 

 

$

193,921

 

 

 

 

 

 

 

 

 

 

Earnings per share from discontinued operations:

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.19

 

 

$

1.83

 

Diluted earnings per share

 

$

0.19

 

 

$

1.83

 

 

There was no depreciation expense related to the discontinued operations for the quarter ended September 28, 2020. Depreciation expense related to the discontinued operations for the three quarters ended September 28, 2020 was $21,382.

During the quarter and three quarters ended September 28, 2020, the Company’s income tax expense related to the discontinued operations was impacted by a net discrete tax benefit of $20,021 and a net discrete tax expense of $46,686, respectively. As a result of the sale of the Mobility business unit, the discrete income tax benefit during the quarter ended September 28, 2020 is due to recognition of additional Internal Revenue Code (IRC) Section 250 deduction and foreign tax credit benefits. The net income tax expense for the three quarters ended September 28, 2020 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, 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. The following is a reconciliation of the final 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)

 

$

569,246

 

 

 

 

 

 

Mobility business unit assets:

 

 

 

 

Cash and cash equivalents

 

 

12,513

 

Restricted cash

 

 

35,412

 

Accounts receivable, net

 

 

12

 

Contract assets

 

 

40,072

 

Inventories

 

 

4,988

 

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

 

 

506,316

 

 

 

 

 

 

Mobility business unit liabilities:

 

 

 

 

Accounts payable

 

 

142,636

 

Accrued salaries, wages and benefits

 

 

9,392

 

Other current liabilities

 

 

8,890

 

Other long-term liabilities

 

 

303

 

Total Mobility business unit liabilities

 

 

161,221

 

 

 

 

 

 

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)

 

 

13,855

 

 

 

 

 

 

Gain on sale of the Mobility business unit before income taxes

 

$

237,253

 

 

(1)

Net proceeds from the sale of the Mobility business unit are net of customary purchase price adjustments.

(2)

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