Discontinued Operations and Assets Held for Sale

3 Months Ended

Mar. 31, 2013

Discontinued Operations and Assets Held for Sale [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations and Assets Held for Sale

The accompanying unaudited condensed consolidated balance sheets, statements of operations and cash flows present the results of operations and assets and liabilities of the Semiconductor Business Unit and the liabilities of the Medical Products Business Unit as discontinued operations.

Sales of Medical Products Business Unit

On December 14, 2009, the Company completed the sale of its medical products business unit, which developed and marketed coated and uncoated hemodialysis catheters and related devices for the treatment of chronic kidney disease (the “Medical Products Business Unit”), to Bard Access Systems, Inc. (“Bard”). Accordingly, the liabilities of the Medical Products Business Unit are being presented herein as discontinued operations.

Sale of Semiconductor Business Unit

During the first quarter of 2012, the Company began pursuing an exclusive sales process of the Company's Semiconductor Business Unit. The Company (i) determined that the Semiconductor Business Unit was a separate component of the Company's business as, historically, management reviewed separately the Semiconductor Business Unit's financial results apart from the Company's ongoing continuing operations, (ii) eliminated the Semiconductor Business Unit's financial results from ongoing operations and (iii) determined that the Company will have no further continuing involvement in the operations of the Semiconductor Business Unit or cash flows from the Semiconductor Business Unit after the sale.

On March 9, 2012, the Company completed the sale of the Semiconductor Business Unit to Masimo. The asset purchase agreement provided that the aggregate purchase price for the Semiconductor Business Unit was $8.0 million plus the assumption of $500 thousand in liabilities, with the cash portion of the purchase price being reduced by retained cash, accounts receivable and liabilities assumed by Masimo in excess of the agreed upon assumed liabilities. As a result, in the first quarter of 2012 the Company received approximately $7.3 million in cash (less the escrow described below) and incurred legal and transaction related fees of $425 thousand and Masimo assumed approximately $1.2 million in liabilities. Of the purchase price, approximately $718 thousand was deposited into an indemnity escrow account for fifteen months (or until June 2013) to partially secure the Company's obligations for any indemnity claims under the asset purchase agreement. In connection with this transaction, the lease for the premises in Hudson, New Hampshire where the Semiconductor Business Unit was located, was terminated on March 9, 2012, and the Company was released from all future obligations under the lease as of such date.

The Company recorded a loss from discontinued operations before the sale of the Semiconductor Business Unit of zero and $430 thousand for the three months ended March 31, 2013 and 2012, respectively.

Summarized Financial Information of the Discontinued Operations

The assets and liabilities of the Semiconductor Business Unit and the liabilities of the Medical Products Business Unit as of March 31, 2013 and December 31, 2012 are as follows:

(in thousands)	March 31, 2013		December 31, 2012
Assets
Current Assets
Restricted cash	$	718	$	718
Total current assets of discontinued operations	718		718
Total assets of discontinued operations	$	718	$	718
Liabilities of Discontinued Operations
Current liabilities of discontinued operations
Accrued liabilities	$	171	$	171
Total current liabilities of discontinued operations	171		171
Total liabilities of discontinued operations	$	171	$	171

Condensed results of operations relating to the Semiconductor Business Unit for the three months ended March 31, 2013 and 2012 are as follows:

	Three Months Ended March 31,
(in thousands)	2013		2012
Net sales and revenues	$	—	$	425
Gross margin	$	—	$	(296	)
Loss from discontinued operations before sale of business unit	$	—	$	(430	)
Gain on sale of business unit, net of transaction expenses	—		5,449
Income tax provision	—		(2,008		)
Net income from discontinued operations, net of tax	$	—	$	3,011