Discontinued Operations

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

DISCONTINUED OPERATIONS

In the year ended December 31, 2017, the Company recorded a net gain from discontinued operations and disposal of $1.1 million, primarily due to an adjustment of foreign tax credits associated with the sale of the Fire Rescue Group and adjustments of estimated product liability obligations of previously discontinued businesses, resulting from updated actuarial valuations.

In the year ended December 31, 2016, the Company recorded a net gain from discontinued operations and disposal of $4.4 million, primarily driven by the $4.2 million net gain on disposal of the Fire Rescue Group, which was discontinued in 2015, partially offset by the $0.6 million net loss that the Fire Rescue Group realized in its 2016 operations up to the January 29, 2016 sale completion date. The net gain on disposal includes a $1.3 million charge to recognize a liability in connection with a Latvian commercial dispute. Also contributing to the net gain in 2016 was a reduction in uncertain tax position reserves of approximately $1.0 million, as well as adjustments of estimated product liability obligations of previously discontinued businesses, resulting from updated actuarial valuations.

In the year ended December 31, 2015, the Company recorded a net loss from discontinued operations and disposal of $2.3 million. The net loss was primarily driven by tax expense associated with recording a net deferred tax liability of $6.3 million, partially offset by net income generated by the Fire Rescue Group, and the receipt of $4.0 million from the escrow associated with the 2012 sale of FSTech.

The activity of the Company’s discontinued operations in each of the years ended December 31, 2017, 2016 and 2015 is described further below:

FSTech

In connection with the sale of FSTech in 2012, $22.0 million was placed into escrow as security for indemnification obligations provided by the Company pursuant to the sale agreement. A significant portion of the escrow identified for general indemnification obligations was held for a period of 18 months following the sale date with the remaining general escrow funds to be held for 36 months following the sale date.

In 2014, the Company received $7.4 million from the escrow identified for general indemnification obligations. In 2015, the Company received the remaining general escrow funds of $4.0 million and recorded this income as a component of Gain (loss) from discontinued operations and disposal, net of tax expense of $1.5 million, within its Consolidated Statement of Operations for the year ended December 31, 2015. There are no amounts remaining in escrow as of December 31, 2017.

Fire Rescue Group

On January 29, 2016, the Company completed the sale of Bronto to Morita, initially receiving proceeds of €76.0 million in cash at closing (approximately $82.3 million), with an additional €5.1 million in cash (approximately $5.7 million) being received in connection with the payment of the final working capital and net debt adjustments in the second quarter of 2016.

Prior to sale, Bronto was the only remaining operation in the Company’s Fire Rescue Group, which was previously identified as an operating segment of the Company as defined under ASC 280. Upon completion of the transaction, the Company will no longer operate the Fire Rescue Group, which the Company considers a significant strategic shift in the Company’s operations, and as such, the Fire Rescue Group is being presented as a discontinued operation in the Company’s consolidated financial statements.

Under the terms of the sale, the Company and Morita agreed that the Company will remain in control of negotiations and proceedings relating to the appeal of the ruling issued in the Latvian commercial dispute, discussed further in Note 11 – Legal Proceedings, and also fund the legal costs associated therewith. The Company also agreed to compensate Morita for 50% of any liability resulting from a final and non-appealable decision of a court of competent jurisdiction, net of any actual income tax benefit to Bronto as a result of the judgment, and less 50% of legal fees incurred by the Company between the January 29, 2016 date of sale and the date of receiving such non-appealable decision. The Company’s appeal of the initial judgment, heard in April 2016, was unsuccessful, and a charge of $1.3 million was recorded as a component of Gain (loss) from discontinued operations and disposal, net of tax in the year ended December 31, 2016 to reflect the Company’s share of the liability. The Company decided not to further appeal the Supreme Court’s ruling and, during the the year ended December 31, 2017, settled the liability due to Morita.

After recognition of the accumulated foreign currency translation loss attributable to the Fire Rescue Group, as described in Note 14 – Stockholders’ Equity, the actuarial losses described in Note 9 – Pensions, the $1.3 million liability recorded in connection with the Latvian commercial dispute, as well as $4.6 million of net income tax expense, the Company recognized a net gain of $4.2 million on disposal of the Fire Rescue Group upon completion of the sale in the year ended December 31, 2016.

The following table presents the operating results of the Company’s discontinued Fire Rescue Group for each of the three years in the period ended December 31, 2017:

(in millions)	2016 (a)			2015
Net sales	$	4.2		$	100.0
Cost of sales	3.9			80.8
Gross profit	0.3			19.2
Selling, engineering, general and administrative expenses	1.1			17.1
Restructuring	—			0.8
Operating (loss) income	(0.8		)	1.3
Other income, net	—			(0.2		)
(Loss) income before income taxes	(0.8		)	1.5
Income tax (benefit) expense	(0.2		)	0.3
Net (loss) income from operations	$	(0.6	)	$	1.2

(a) Only includes activity in the period up to the completion of the sale on January 29, 2016.

Assets and liabilities of discontinued operations

The following table presents the assets and liabilities of the Company’s discontinued operations, which include the Fire Rescue Group, as well as other operations discontinued in prior periods, as of December 31, 2017 and 2016:

	2017						2016
(in millions)	Fire Rescue		Other		Total		Fire Rescue		Other		Total
Deferred tax assets	$	—	$	0.5	$	0.5	$	—	$	1.1	$	1.1
Long-term assets of discontinued operations	$	—	$	0.5	$	0.5	$	—	$	1.1	$	1.1
Accrued liabilities:
Other current liabilities	$	—	$	0.5	$	0.5	$	1.3	$	0.8	$	2.1
Current liabilities of discontinued operations	$	—	$	0.5	$	0.5	$	1.3	$	0.8	$	2.1
Other long-term liabilities	$	—	$	1.5	$	1.5	$	—	$	2.0	$	2.0
Long-term liabilities of discontinued operations	$	—	$	1.5	$	1.5	$	—	$	2.0	$	2.0

The Company retains certain liabilities for other operations discontinued in prior periods, primarily for environmental remediation and product liability. Included in liabilities of discontinued operations at December 31, 2017 and 2016 is $0.5 million and $0.6 million, respectively, related to environmental remediation at the Pearland, Texas facility, and $1.4 million and $1.8 million, respectively, relating to estimated product liability obligations of the discontinued North American refuse truck body business.