Discontinued Operations | Note 14 – Discontinued Operations The Company’s Board of Directors previously approved the plan to sell certain non-core business units including Wallop Defence Systems, Ltd. (Wallop), a manufacturer of flare countermeasure devices; a small distribution business; and a small manufacturing business. On May 4, 2016, the Company sold certain assets of Wallop for 2.5 million British pounds and deferred consideration up to a maximum payment of 9 million British pounds. In the definitive purchase and sale agreement for the sale of these assets, the Company provided standard representations and warranties as well as indemnification to the buyer of the Wallop operation. The Company is obligated to indemnify the buyer for certain losses of up to 5.0 million British pounds, if, among other things, the Company breaches the representations and warranties. In the first quarter of fiscal 2018, the Company received notification of a claim from the buyer of the Wallop operation alleging breaches of representations and warranties primarily associated with defective products and late product deliveries. Although a loss is possible, the amount of any loss related to this claim cannot be estimated at this time. The Company does not expect the possible loss to have a material effect on the Company’s financial position. The deferred consideration is payable based upon receipt of acceptable orders during a three-year period ending May 3, 2019, and is equal to the amount of the acceptable order times a specified percentage ranging from 26.5% to 31%. The earn-out payment is estimated to be 4.8 million British pounds, or $6.7 million, at March 30, 2018. The Company was notified in December 2017 that it earned 1.3 million British pounds, or $1.8 million, in deferred consideration , On March 28, 2017, the Company sold a small manufacturing business for $0.6 million and a note receivable of $2.4 million, resulting in a gain on sale of the business of $0.8 million. The note receivable is due March 28, 2021, with an interest rate of 2.05%. The Company incurred a $0.1 million loss from discontinued operations in the second quarter of fiscal 2018 and no loss from discontinued operations in the second quarter of fiscal 2017. During the first six months of fiscal 2018 and 2017, the company incurred a loss from discontinued operations of $0.2 million and $5.4 million, respectively. Included in the loss of $5.4 million for the first six months of fiscal 2017 was a $4.3 million loss on Wallop assets held for sale, principally due to a reduction in the estimated sale price and the effect of changes of foreign currency exchange rates. There was no significant change to the estimated sale price in the second quarter of fiscal 2018. The operating results of the discontinued operations for the three-month period ended March 30, 2018, consisted of the following: In Thousands Avionics & Sensors & Advanced Controls Systems Materials Other Total Net Sales $ - $ - $ - $ - $ - Operating earnings (loss) 869 - (1,207 ) (50 ) (388 ) Tax expense (benefit) 10 - (308 ) (13 ) (311 ) Income (loss) from discontinued operations $ 859 $ - $ (899 ) $ (37 ) $ (77 ) Included in Operating Earnings (Loss): Gain (loss) on net assets held for sale $ 801 $ - $ 505 $ - $ 1,306 The operating results of the discontinued operations for the three-month period ended March 31, 2017, consisted of the following: In Thousands Avionics & Sensors & Advanced Controls Systems Materials Other Total Net Sales $ 2,268 $ - $ - $ - $ 2,268 Operating earnings (loss) 752 (2 ) (1,269 ) (289 ) (808 ) Tax expense (benefit) (191 ) - (482 ) (101 ) (774 ) Income (loss) from discontinued operations $ 943 $ (2 ) $ (787 ) $ (188 ) $ (34 ) Included in Operating Earnings (Loss): Gain (loss) on net assets held for sale $ 54 $ - $ 265 $ - $ 319 Gain on sale of discontinued operations 1,188 - - - 1,188 The operating results of the discontinued operations for the six-month period ended March 30, 2018, consisted of the following: In Thousands Avionics & Sensors & Advanced Controls Systems Materials Other Total Net Sales $ - $ - $ - $ - $ - Operating earnings (loss) 883 - (1,490 ) (50 ) (657 ) Tax expense (benefit) 33 - (434 ) (13 ) (414 ) Income (loss) from discontinued operations $ 850 $ - $ (1,056 ) $ (37 ) $ (243 ) Included in Operating Earnings (Loss): Gain (loss) on net assets held for sale $ 750 $ - $ 645 $ - $ 1,395 The operating results of the discontinued operations for the six-month period ended March 31, 2017, consisted of the following: In Thousands Avionics & Sensors & Advanced Controls Systems Materials Other Total Net Sales $ 4,964 $ - $ - $ - $ 4,964 Operating earnings (loss) (119 ) 893 (6,616 ) (893 ) (6,735 ) Tax expense (benefit) (430 ) - (623 ) (312 ) (1,365 ) Income (loss) from discontinued operations $ 311 $ 893 $ (5,993 ) $ (581 ) $ (5,370 ) Included in Operating Earnings (Loss): Gain (loss) on net assets held for sale $ (86 ) $ - $ (4,323 ) $ - $ (4,409 ) Gain on sale of discontinued operations 1,188 - - - 1,188 Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at March 30, 2018, are comprised of the following: In Thousands Avionics & Sensors & Advanced Controls Systems Materials Total Other current assets $ - $ - $ 4,300 $ 4,300 Current Assets of Businesses Held for Sale - - 4,300 4,300 Net property, plant and equipment 5,262 - - 5,262 Other assets - - 8,856 8,856 Non-Current Assets of Businesses Held for Sale 5,262 - 8,856 14,118 Accounts payable - - 30 30 Accrued liabilities - - 4,499 4,499 Current Liabilities of Businesses Held for Sale - - 4,529 4,529 Deferred income tax liabilities - - 2,787 2,787 Other liabilities - - 320 320 Non-Current Liabilities of Businesses Held for Sale - - 3,107 3,107 Net Assets of Businesses Held for Sale $ 5,262 $ - $ 5,520 $ 10,782 Assets and Liabilities Held for Sale within the Consolidated Balance Sheet at September 29, 2017, were comprised of the following: In Thousands Avionics & Sensors & Advanced Controls Systems Materials Total Other current assets $ - $ - $ 6,501 $ 6,501 Current Assets of Businesses Held for Sale - - 6,501 6,501 Net property, plant and equipment 5,262 - - 5,262 Other assets - - 8,072 8,072 Non-Current Assets of Businesses Held for Sale 5,262 - 8,072 13,334 Accounts payable - - 138 138 Accrued liabilities - - 7,046 7,046 Current Liabilities of Businesses Held for Sale - - 7,184 7,184 Deferred income tax liabilities - - 1,404 1,404 Other liabilities - - 320 320 Non-Current Liabilities of Businesses Held for Sale - - 1,724 1,724 Net Assets of Businesses Held for Sale $ 5,262 $ - $ 5,665 $ 10,927 |