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Discontinued Operations | 9 Months Ended
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Sep. 30, 2014
Discontinued Operations [Abstract] |
Discontinued Operations | (3) Discontinued Operations Wiring Business On May 26, 2014, the Company entered into an asset purchase agreement to sell substantially all of the assets and liabilities of the former Wiring segment to Motherson Sumi Systems Ltd., an India-based manufacturer of diversified products for the global automotive industry and a limited company incorporated under the laws of the Republic of India, a nd MSSL (GB) LIMITED, a limited company incorporated under the laws of the United Kingdom (collectively, “Motherson”), for $65,700 in cash and the assumption of certain related liabilities of the Wiring business. On August 1, 2014, the Company completed the sale of substantially all of the assets and liabilities of its Wiring business to Motherson for $71,386 in cash that consisted of the stated purchase price and a working capital adjustment on the closing date. The final purchase price is subject to post-closing working capital and other adjustments which may impact the amount of the loss on disposal. Any disputes regarding the working capital and other adjustments that are not amicably resolved between the Company and MSSL will be subject to arbitration. Certain of the Company’s debt agreements contain restrictions on the usage of funds received from the sale of assets. The proceeds received from the sale of the Wiring business are subject to these restrictions which generally require such cash to be used for the repayment of debt or other qualifying expenditures. At September 30, 2014, the Company’s restricted cash balance was $52,692. These restricted funds were subsequently used as part of the redemption of the senior secured notes on October 15, 2014. See Note 8 for additional details. The Company recorded an estimated loss on disposal, net of tax of $1,233 at June 30, 2014 to adjust the carrying value of the Wiring assets to their estimated fair value less cost to sell, based on the terms of the agreement and transaction costs of $233 in the condensed consolidated statements of operations for the six months ended June 30, 2014. The Company recorded a loss on disposal, net of tax of $6,548 and $7,781 for the three and nine months ended September 30, 2014. The loss on disposal for the nine months ended September 30, 2014 included the recognition of previously deferred foreign currency translation of $2,734, income tax on the sale of Wiring’s Mexican businesses of $1,621 and transaction costs of $1,274. The Company also entered into short-term transition services agreements with Motherson expected to conclude in the first quarter of 2015 associated with information systems, accounting, administrative, occupancy and support services as well as contract manufacturing and production support in Estonia and China. The Company’s Electronics segment had post-disposition sales (August 1, 2014 through September 30, 2014) to the Wiring business acquired by Motherson of $5,244 for the three months ended September 30, 2014. Post-disposition purchases by the Company’s Electronics segment from the Wiring business acquired by Motherson were $587 for the three months ended September 30, 2014. The following tables display summarized activity in our condensed consolidated statements of operations for discontinued operations during the three and nine months ended September 30, 2014 and 2013, related to the Wiring business.
|  |  |  | Three months ended |  | Nine months ended
|  |  |  | September 30, |  | September 30,
|  |  |  | 2014 (A) |  | 2013 |  | 2014 (A) |  | 2013
Net sales |  |  | $ | 21,142 | $ | 71,955 | $ | 167,434 | $ | 221,755
Cost of goods sold (C) |  |  |  | 21,669 |  | 68,165 |  | 154,787 |  | 204,599
Selling, general and administrative (C) |  |  |  | 2,048 |  | 5,687 |  | 12,645 |  | 17,179
Interest expense, net |  |  |  | 43 |  | 49 |  | 69 |  | 244
Other expense, net |  |  |  | (147) |  | (222) |  | (58) |  | (314)
Income (loss) from operations of discontinued |  |  |  |  |  |
operations before income taxes (C) (D) |  |  |  | (2,471) |  | (1,724) |  | (9) |  | 47
Income tax (provision) benefit on discontinued operations | 911 |  | (222) |  | 95 |  | (900)
Income (loss) from discontinued operations, net of tax | (1,560) |  | (1,946) |  | 86 |  | (853)
Loss on disposal (B) |  |  |  | (4,263) |  | - |  | (6,160) |  | -
Income tax provision on loss on disposal |  |  |  | (2,285) |  | - |  | (1,621) |  | -
Loss on disposal, net of tax |  |  |  | (6,548) |  | - |  | (7,781) |  | -
Loss from discontinued operations |  |  | $ | (8,108) | $ | (1,946) | $ | (7,695) | $ | (853)
| (A) |  | The operations of the Wiring business were included only for the one and seven months ended July 31, 2014 as the sale was completed on August 1, 2014.
| (B) |  | Included in loss on disposal for the three and nine months ended September 30, 2014 were transaction costs of $377 and $1,274, res pectively, and $2,734 in previously deferred foreign currency translation.
| (C) |  | The assets and liabilities of the Wiring business were reclassified as held for sale effective May 26, 2014. Accordingly, depreciation and amortization for the Wiring assets were not recorded after that date.
| (D) |  | Management fees, which had been reported in the Wiring business in prior periods, of $1,863 and $5,589 for the three and nine months ended September 30, 2013, respectively, have been excluded as they are not directly attributable to the business.
|  |  |  | Three months ended |  | Nine months ended
|  |  |  | September 30, |  | September 30,
|  |  |  | 2014 |  | 2013 |  | 2014 |  | 2013
Depreciation and amortization |  |  | $ | - | $ | 1,199 | $ | 2,111 | $ | 3,606
Capital expenditures |  |  |  | 397 |  | 1,261 |  | 1,238 |  | 2,765
Intercompany sales to Wiring were $2,158 and $6,552 for the three months ended September 30, 2014 and 2013, respectively, and $17,448 and $19,953 for the nine months ended September 30, 2014 and 2013, respectively. Intercompany purchases from Wiring were $481 and $2,041 for the three months ended September 30, 2014 and 2013, respectively, and $4,025 and $5,842 for the nine months ended September 30, 2014 and 2013, respectively. The following table displays a summary of the Wiring assets and liabilities held for sale as of December 31, 2013.
|  |  |  | December 31,
|  | 2013
Assets |  |  |  |
Accounts receivable, less reserves |  |  | $ | 31,287
Inventories, net |  |  |  | 34,530
Prepaid expenses and other current assets |  |  |  | 1,786
Property, plant and equipment, net |  |  |  | 24,549
Goodwill |  |  |  | 4,173
Intangible assets, net |  |  |  | 344
Other assets |  |  |  | 300
Total assets |  |  | $ | 96,969
Liabilities |  |  |  |
Accounts payable |  |  |  | 27,413
Accrued expenses and other current liabilities |  |  |  | 9,341
Total liabilities |  |  | $ | 36,754
Total net assets held for sale |  |  | $ | 60,215

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- Definition The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1361-107760 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1510-107760 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 45 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=8077374&loc=d3e2443-110228 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1474-107760 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760 + Details
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