Discontinued Operations

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

14. Discontinued Operations

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 its wholly-owned subsidiary, MTI Instruments for approximately $9.0 million in cash, net of transaction costs. For fiscal year 2022 and 2023, our Instrumentation business segment was classified as discontinued operations in our financial statements for all periods presented. The Company incurred approximately a $7.5 million pretax gain on sale of MTI Instruments for the year ended December 31, 2022, in which they did not receive until the second quarter of fiscal year 2022. The Company’s condensed consolidated balance sheets and condensed consolidated statements of operations report discontinued operations separate from continuing operations. The Company’s condensed consolidated statements of equity and statements of cash flows combine continuing and discontinued operations.

Set forth below are the results of the discontinued operations:

(Dollars in thousands)	Three Months Ended March 31, 2023		Three Months Ended March 31, 2022
Product revenue	$	-	$	1,640
Cost of sales		-		561
Research and development		-		369
Selling, general, and administrative		-		484
Net income (loss) from discontinued operations	$	-	$	226

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		(908	)
Less: closing indebtedness		(483	)
Plus: new working capital adjustments		19
Adjusted consideration received		9,379
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	$	7,751