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Discontinued Operations
 6 Months Ended
Jun. 30, 2015
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, and 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 estimated working capital on the closing date.  The final purchase price was subject to post-closing working capital and other adjustments.  Upon the final resolution of the working capital and other adjustments in the second quarter of 2015, the Company returned $1,230 in cash to Motherson.

 

The Company also entered into short-term transition services agreements with Motherson substantially all of which concluded in the second quarter of 2015 associated with information systems, accounting, administrative, occupancy and support services as well as contract manufacturing and production support in Estonia.

 

The Company had post-disposition sales to the Wiring business acquired by Motherson of $7,047 and $14,275 for the three and six months ended June 30, 2015, respectively. Post-disposition purchases by the Company from the Wiring business acquired by Motherson were $173 and $341 for the three and six months ended June 30, 2015, respectively.

 

 

 

 

The following tables display summarized activity in our condensed consolidated statements of operations for discontinued operations related to the Wiring business:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Six months ended

 

 

 

 

June 30,

 

June 30,

 

 

 

 
2015 

 
2014 

 
2015 

 
2014 

Net sales

 

 

$

 -

$
71,234 

$

 -

$
146,293 

Cost of goods sold (B)

 

 

 

 -

 
64,711 

 

 -

 
133,118 

Selling, general and administrative (B)

 

 

 

 -

 
5,228 

 

 -

 
10,597 

Interest expense, net

 

 

 

 -

 
15 

 

 -

 
26 

Other expense, net

 

 

 

 -

 
58 

 

 -

 
89 

Income from operations of discontinued

 

 

 

 

 

 

operations before income taxes (A) (B)

 

 

 

 -

 
1,222 

 

 -

 
2,463 

Income tax provision on discontinued operations

 -

 
(628)

 

 -

 
(816)

Income from discontinued operations, net of tax (C)

 -

 
594 

 

 -

 
1,647 

 

 

 

 

 

 

 

 

 

 

 

Gain (loss) on disposal (C)

 

 

 
67 

 
(1,750)

 
(112)

 
(1,897)

Income tax (provision) benefit on gain (loss) on disposal

 

 

 
(12)

 
612 

 
(1)

 
664 

Gain (loss) on disposal, net of tax

 

 

 
55 

 
(1,138)

 
(113)

 
(1,233)

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from discontinued operations

 

 

$
55 

$
(544)

$
(113)

$
414 

 

 

 

(A)

The operations of the Wiring business were included only for the three and six months ended June 30, 2014

as the sale was completed on August 1, 2014.

 

 

(B)

The assets and liabilities of the Wiring business were reclassified to held for sale effective May 26, 2014. Accordingly, depreciation and amortization for the Wiring assets were not recorded after that date.

 

 

 

 

 

 

(C)

 

 

 

Included in gain (loss) on disposal for the three months ended June 30, 2015 and 2014 were transaction costs of $51 and $750, respectively, and $98 and $897 for the six months ended June 30, 2015 and 2014, respectively. The gain (loss) on disposal also includes a working capital and other adjustments of $(118) and $14 for the three and six months ended June 30, 2015, respectively, as well as a $1,000 charge to adjust the carrying value of the Wiring assets to their estimated fair value less cost to sell for the three and six months ended June 30, 2014.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months

 

Six months

 

 

 

 

ended June 30,

 

ended June 30,

 

 

 

 
2014 

 
2014 

Depreciation and amortization

 

 

$
856 

$
2,111 

Capital expenditures

 

 

 
362 

 
841 

 

Intercompany sales to the Wiring business were $7,510 and $15,290 for the three and six months ended June 30, 2014, respectively.

 

Intercompany purchases from the Wiring business were $1,669 and $3,544 for the three and six months ended June 30, 2014, respectively.