MTI Instruments Sale

9 Months Ended

Sep. 30, 2022

Mti Instruments Sale

MTI Instruments Sale

15. MTI Instruments Sale

As described in Note 1, the Company entered into a Stock Purchase Agreement with Purchaser, pursuant to which the Company sold on April 11, 2022 all of the issued and outstanding shares of capital stock of our wholly-owned subsidiary, MTI Instruments for an all-cash purchase price of $10.75 million, subject to working capital and certain other adjustments as set forth in the Stock Purchase Agreement. The purchase price did not include specified debt of MTI Instruments, which is the responsibility of the Company. This debt was transferred to the Purchaser at the date of Sale and is included in the closing balance sheet as shown below, which resulted in a reduction in the consideration payable to the Company.

The following table presents the gain associated with the Sale.

(Dollars in thousands)

	As of April 11,
	2022
Consideration received	$	10,750
Plus: closing cash		1
Less: transaction costs		(998	)
Less: closing indebtedness		(483	)
Plus: new working capital adjustments		(61	)
Adjusted consideration received		9,209
Cash		1
Accounts receivable, net		1,119
Inventories		888
Prepaid expense and other current assets		42
Operating lease right-of-use assets		579
Deferred tax assets		171
Property, plant and equipment, net		76
Total assets		2,876
Accounts payable		122
Accrued liabilities		547
Operating lease liability		579
Total liabilities		1,248
Net assets transferred		1,628
Gain on sale	$	7,581