On August 30, 2019, the Company completed the sale of its North American fiber solutions business to ACR II Motus Integrated Technologies Cooperatief U.A., Motus Pivot MX Holding B.V, Motus Pivot Holding B.V. and Motus Pivot Inc. (collectively, the “Motus Group”), pursuant to an agreement dated as of August 11, 2019, by and between two subsidiaries of the Company and the Motus Group (the “Fiber Sale Agreement”), for a purchase price of $85.0 million, subject to certain adjustments as set forth in the Fiber Sale Agreement. The purchase price was reduced by $5.0 million due to the outcome of certain commercial activities for which the measurement period ended on October 31, 2019. The purchase price is also subject to a net working capital adjustment as defined by the Sale Agreement, which is currently in dispute between the Company and the Motus Group. The Motus Group has proposed a working capital adjustment that results in a further purchase price reduction of $5.2 million. The Company believes this claim lacks merit and a loss for the amount subject to dispute is not probable as of December 31, 2019.


Base purchase price	$	85,000
Less: contingent purchase price not earned	(5,000)
Less: debt and pension liabilities assumed by the Motus Group	(2,206)
Less: income tax allocation due to buyer	(560)
Plus: preliminary working capital surplus	5
Plus: excess cash at closing	1,394
Adjusted purchase price	78,633
Less: cash divested	(3,894)
Less: consideration held in escrow and closing balance sheet adjustments	282
Sale proceeds from divestiture, net of cash divested and liabilities assumed by buyer	$	75,021

Total divestiture-related costs for the sale of the North American fiber solutions business were $5.3 million, of which $0.5 million is non-cash share-based compensation expense. Of the remaining cash transaction expenses, $3.9 million had been paid as of December 31, 2019. Of the divestiture-related costs, $3.0 million were deemed to be direct costs of the sale and were included as a component of the loss on divestiture within net loss from discontinued operations. The remaining costs related to retention agreements with key personnel and other professional services related costs which are included within selling and administrative expenses and termination benefits with the former general manager of the business which are included within restructuring, both within net loss from discontinued operations.

On December 13, 2019, the Company completed the sale of its Metalex business to Morton Global, LLC and MHIG LLC (collectively, “Morton Global”), pursuant to an agreement dated as of December 13, 2019, by and between two subsidiaries of the Company and Morton Global (the “Metalex Sale Agreement”), for a purchase price of $5.0 million, subject to certain adjustments as set forth in the Metalex Sale Agreement. The final purchase price is subject to a net working capital adjustment to be settled within 90 days of the closing date, which is currently in dispute between the Company and Morton Global. The Company believes this claim lacks merit and a loss for the amount subject to dispute is not probable as of December 31, 2019. Pursuant to the Metalex Sale Agreement, Morton Global is also required to cause the Company to be released from certain real property leases for which the Company is a guarantor within 90 days following the sale closing, which has not yet occurred.


Base purchase price	$	5,000
Plus: preliminary working capital surplus	570
Plus: cash at closing	229
Plus: income tax allocation due from buyer	139
Adjusted purchase price	5,938
Less: cash divested	(229)
Less: consideration held in escrow and closing balance sheet adjustments	(934)
Proceeds from divestiture, net of cash divested	$	4,775

Total divestiture-related costs for the sale of the Metalex business were $0.8 million, of which $0.1 million was non-cash share-based compensation expense. Of the remaining cash transaction expenses, $0.2 million had been paid as of December 31, 2019. Of the divestiture-related costs, $0.5 million were deemed to be direct costs of the sale and were included as a component of the loss on divestiture within net loss from discontinued operations. The remaining costs related to other professional services related costs which are included within selling and administrative expenses within net loss from discontinued operations.

The divestitures reduced the Company’s automotive and rail market exposures, increased its liquidity and simplified its portfolio of businesses. In addition, the simplified portfolio will allow the Company to invest in and focus on margin expansion and growth in the industrial and engineered components segments.

The Company determined that both the North American fiber solutions and Metalex businesses met the criteria to be classified as discontinued operations. As a result, the historical results of the North American fiber solutions and Metalex

businesses are reflected in the Company’s consolidated financial statements as discontinued operations and assets and liabilities of the North American Fiber Solutions and Metalex businesses have been retrospectively reclassified as assets and liabilities held for sale.

The following table summarizes the results of the North American fiber solutions business and the Metalex business and other costs associated with the divestitures reclassified as discontinued operations for the years ended December 31, 2019, 2018 and 2017.


	North American Fiber Solutions										Metalex
	For the Years Ended										For the Years Ended
	December 31, 2019		December 31, 2018		December 31, 2017		December 31, 2019		December 31, 2018		December 31, 2017
Net sales	$	90,516	$	161,961	$	183,900	$	42,801	$	83,028	$	82,621
Cost of goods sold	77,495		136,461		151,596		44,945		72,355		71,096
Gross profit (loss)	13,021		25,500		32,304		(2,144)		10,673		11,525
Selling and administrative expenses	10,934		16,640		16,717		7,731		11,078		9,526
Impairment charges	—		—		—		20,597		—		—
(Gain) loss on disposals of property, plant and equipment - net	(4)		72		17		150		104		(455)
Restructuring	1,002		2,659		457		445		922		1,334
Operating income (loss)	1,089		6,129		15,113		(31,067)		(1,431)		1,120
Interest expense-net	(47)		(94)		(76)		(78)		(66)		(61)
Loss on divestiture	(3,060)		—		—		(13,783)		—		—
Other income (loss) - net	(10)		(40)		—		(108)		(64)		63
(Loss) income before income taxes	(2,028)		5,995		15,037		(45,036)		(1,561)		1,122
Tax provision (benefit)	1,337		3,453		4,927		(10,224)		(512)		303
Net (loss) income from discontinued operations	$	(3,365)	$	2,542	$	10,110	$	(34,812)	$	(1,049)	$	819


	North American Fiber Solutions		Metalex		Total
Assets
Current assets
Cash and cash equivalents	$	11,712	$	(241)	$	11,471
Accounts receivable - net	19,234		5,112		24,346
Inventories - net	8,120		6,152		14,272
Other current assets	6,615		1,467		8,082
Total current assets held for sale	45,681		12,490		58,171
Property, plant and equipment - net	43,960		15,743		59,703
Other intangible assets - net	20,083		26,746		46,829
Other assets - net	316		392		708
Total noncurrent assets held for sale	64,359		42,881		107,240
Total assets held for sale	$	110,040	$	55,371	$	165,411

Liabilities
Current liabilities
Current portion of long-term debt	$	857	$	—	$	857
Accounts payable	12,199		4,877		17,076
Accrued compensation and employee benefits	2,087		411		2,498
Other current liabilities	3,358		762		4,120
Total current liabilities held for sale	18,501		6,050		24,551
Long-term debt	1,143		—		1,143
Deferred income taxes	112		—		112
Other long-term liabilities	1,022		1,090		2,112
Total noncurrent liabilities held for sale	2,277		1,090		3,367
Total liabilities held for sale	$	20,778	$	7,140	$	27,918


	For the Years Ended
	December 31, 2019		December 31, 2018		December 31, 2017
Depreciation	$	9,798	$	14,035	$	11,721
Amortization of intangible assets	$	3,428	$	7,432	$	5,627
Non-cash operating lease expense	$	2,964	$	—	$	—
Non-cash impairment charges	$	20,597	$	—	$	—
Share-based compensation	$	986	$	414	$	140
Payments for property, plant and equipment	$	(2,190)	$	(5,346)	$	(7,512)
Non-cash impact of business divestitures and dissolutions	$	13,716	$	—	$	—
Debt and pension liability assumed by buyer with divestiture	$	2,206	$	—	$	—

On August 30, 2017, the Company completed the divestiture of its European operations within the fiber solutions segment located in Germany (“Acoustics Europe”) for a net purchase price of $8.1 million, which included cash of $0.2 million, long-term debt assumed by the buyer of $3.0 million and other purchase price adjustments. The divestiture resulted in an $8.7 million pre-tax loss.