Discontinued Operations | Discontinued Operations In August 2020, we entered into a Stock Purchase Agreement (the “SPA”) with affiliates of American Securities LLC for the sale of our Life Sciences business for an aggregate purchase price of up to $825 million, which includes a $755 million cash base purchase price and a potential earnout payment of up to $70 million. The cash base purchase price was subject to certain adjustments and was payable at the closing of the transaction, which occurred on October 6, 2020. See Note 19 for more information about the closing of the transaction. The earnout payment is subject to the performance of the Life Sciences business during the year ending December 31, 2022, measured by Adjusted EBITDA targets, as defined by the SPA. The Life Sciences business includes facilities that are engaged in the production of a variety of components, assemblies, and instruments, such as surgical knives, bioresorbable implants, surgical staples, cases and trays, orthopaedic implants and tools, laparoscopic devices, and drug delivery devices for the orthopaedics and medical/surgical end markets. The sale of the Life Sciences business furthers management’s strategy to improve liquidity and creates the financial flexibility to pursue key growth areas in the Mobile Solutions and Power Solutions segments. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the operating results of the Life Sciences business are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations and will also include any gain on the disposition of the business, all net of tax, as one line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented have been revised to reflect this presentation. Accordingly, the results of the Life Sciences business have been excluded from continuing operations and segment results for all periods presented in the condensed consolidated financial statements and the accompanying notes unless otherwise stated. The Condensed Consolidated Statements of Cash Flows include cash flows of the Life Sciences business in each line item unless otherwise stated. The following table presents the results of operations of the discontinued operations. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net sales $ 68,525 $ 93,438 $ 223,944 $ 269,981 Cost of sales (exclusive of depreciation and amortization shown separately below) 50,444 64,420 158,538 186,694 Selling, general and administrative expense 6,164 8,550 20,189 25,917 Depreciation and amortization 12,030 11,337 35,731 35,418 Goodwill impairment — — 146,757 — Other operating expense (income), net 24 (94) 20 (114) Income (loss) from operations (137) 9,225 (137,291) 22,066 Interest expense 12,248 10,928 37,857 33,663 Loss on extinguishment of debt and write-off of debt issuance costs 1,388 — 1,388 2,391 Other expense (income), net (234) (535) (325) 21 Loss from discontinued operations before costs of disposal and benefit for income taxes (13,539) (1,168) (176,211) (14,009) Benefit for income taxes 39,954 149 59,598 2,159 Income (loss) from discontinued operations before costs of disposal 26,415 (1,019) (116,613) (11,850) Costs of disposal of discontinued operations (1) (6,598) — (7,956) — Benefit for income taxes on disposal costs 513 — 603 — Income (loss) from discontinued operations, net of tax $ 20,330 $ (1,019) $ (123,966) $ (11,850) _______________________________ (1) Represents legal, accounting, and other incremental direct costs related to the sale of the Life Sciences business that were incurred prior to the closing of the sale. Our credit facility required us to use proceeds from the sale of the Life Sciences business to prepay a portion of our existing debt. We paid $700 million in the aggregate on our term loans as described in Note 10. The prepayment was applied to debt in accordance with the prepayment provisions of the credit agreement immediately after the transaction closed on October 6, 2020. Average quarterly interest rates were multiplied by the required prepayment amounts to calculate interest expense to be reclassified to discontinued operations for all periods presented. Write-offs of credit facility debt issuance costs were allocated to discontinued operations by multiplying the ratio of the required prepayment amounts as a percentage of total outstanding principal by the total write-off charges in each period. Write-offs of credit facility debt issuance costs that have been allocated to discontinued operations are presented in the “Loss on extinguishment of debt and write-off of debt issuance costs” line the table above. The following table summarizes the amount of interest expense related to the credit facility that has been reclassified to discontinued operations. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Interest on debt $ 11,060 $ 10,217 $ 34,410 $ 31,490 Amortization of debt issuance costs 1,215 812 3,692 2,478 Capitalized interest and other (27) (101) (245) (305) Total interest expense of discontinued operations $ 12,248 $ 10,928 $ 37,857 $ 33,663 The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented. September 30, 2020 December 31, 2019 Cash and cash equivalents $ 15,986 $ 13,792 Accounts receivable, net 37,465 48,318 Inventories 49,646 51,644 Other current assets 3,042 3,246 Total current assets 106,139 117,000 Property, plant and equipment, net 114,364 118,536 Operating lease right-of-use assets 24,199 20,044 Goodwill 197,353 344,316 Intangible assets, net 188,584 211,847 Other non-current assets 261 311 Total non-current assets 524,761 695,054 Total assets held for sale (1) $ 630,900 $ 812,054 Accounts payable $ 11,362 $ 16,367 Accrued salaries, wages and benefits 15,709 14,844 Income tax payable 218 344 Current portion of operating lease liabilities 2,768 2,364 Other current liabilities 5,962 7,627 Total current liabilities 36,019 41,546 Deferred tax liabilities 55,728 61,338 Operating lease liabilities, net of current portion 22,333 18,405 Other non-current liabilities 6,752 4,456 Total non-current liabilities 84,813 84,199 Total liabilities held for sale (1) $ 120,832 $ 125,745 _______________________________ (1) As of September 30, 2020, all assets and liabilities held for sale are classified as current on the Condensed Consolidated Balance Sheet because they were expected to be sold within twelve months. The following table presents the significant noncash items and cash paid for capital expenditures of discontinued operations for each period presented. Nine Months Ended September 30, 2020 2019 Depreciation and amortization $ 35,731 $ 35,418 Goodwill impairment 146,757 — Amortization of debt issuance costs 3,692 2,478 Loss on extinguishment of debt and write-off of debt issuance costs 1,388 2,391 Acquisition of property, plant and equipment 7,626 16,358 Right-of-use assets obtained in exchange for new finance lease liabilities 695 1,208 Right-of-use assets obtained in exchange for new operating lease liabilities (1) 6,174 115 _______________________________ (1) Includes new leases, renewals, and modifications. |