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Discontinued Operations
9 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations

Note 4 — Discontinued Operations

On October 1, 2022, the Company entered into an Asset Purchase Agreement to sell certain assets and assign certain liabilities comprising the Link-16 TDL Business (part of the Company's government systems segment) to L3Harris in exchange for approximately $1.96 billion in cash (subject to certain adjustments), on and subject to the terms and conditions set forth therein. In accordance with ASC 205-20, the Company determined that the Link-16 TDL Business met held-for sale and discontinued operations accounting criteria at the end of the second quarter of fiscal year 2023. Accordingly, the Company classified the results of the Link-16 TDL Business as discontinued operations in its condensed consolidated statements of operations for all periods presented. Additionally, the related assets and liabilities associated with the Link-16 TDL Business are classified as held for sale and discontinued operations in the condensed consolidated balance sheets for all periods presented.

On January 3, 2023, subsequent to quarter end, the Company completed the Link-16 TDL Sale for cash proceeds of approximately $1.9 billion, net of estimated transaction costs and estimated working capital and other customary adjustments. The Company anticipates recognizing a gain from the sale of the Link-16 TDL Business in the fourth quarter of fiscal year 2023 ranging from $1.5 billion to $1.6 billion net of a preliminary estimate of costs to sell and a preliminary estimate of the fair value of future services to be provided between the Company and L3Harris in connection with the Link-16 TDL Sale (as described below).

The Link-16 TDL Sale substantially reduced both debt and net leverage, and allows closer alignment in investment synergies between the Company's government systems segment and its other business segments.

In connection with the closing of the Link-16 TDL Sale on January 3, 2023, the Company and L3Harris entered into certain ancillary commercial agreements, including certain license agreements for the cross-licensing by each party of certain intellectual property rights relating to the Link-16 TDL Business and the Company’s retained businesses, a supply agreement with respect to the supply of certain Link-16 and related products following the closing, and certain services agreements for the provision of engineering and support services for the transition of the Link-16 TDL Business following the closing, in each case subject to the terms and conditions set forth therein.

The following table presents key components of assets and liabilities that are classified as discontinued operations on the condensed consolidated balance sheets as of December 31, 2022 and March 31, 2022:

 

 

 

As of
 December 31, 2022

 

 

As of
 March 31, 2022

 

 

 

(In thousands)

 

Accounts receivable, net

 

$

45,230

 

 

$

47,097

 

Inventories

 

 

145,234

 

 

 

144,026

 

Prepaid expenses and other current assets

 

 

9,397

 

 

 

6,468

 

Property, equipment, and satellites, net

 

 

40,740

 

 

 

36,921

 

Operating lease right-of-use assets

 

 

11,336

 

 

 

12,837

 

Goodwill

 

 

21,203

 

 

 

21,403

 

Other assets

 

 

10,264

 

 

 

6,350

 

Total assets of discontinued operations

 

$

283,404

 

 

$

275,102

 

 

 

 

 

 

 

 

Accounts payable

 

$

21,107

 

 

$

18,415

 

Accrued and other liabilities

 

 

28,211

 

 

 

33,858

 

Non-current operating lease liabilities

 

 

9,753

 

 

 

11,486

 

Other liabilities

 

 

5,043

 

 

 

4,295

 

Total liabilities of discontinued operations

 

$

64,114

 

 

$

68,054

 

 

The operating results of the discontinued operations only reflect revenues and expenses that are directly attributable to the Link-16 TDL Business that will be eliminated from continuing operations. The following table presents key components of “Net income (loss) from discontinued operations, net of tax” for the three and nine months ended December 31, 2022 and 2021:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

(In thousands)

 

Revenues

 

$

62,650

 

 

$

94,450

 

 

$

247,069

 

 

$

275,499

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

41,995

 

 

 

55,889

 

 

 

157,355

 

 

 

167,311

 

Other operating expenses

 

 

6,878

 

 

 

5,303

 

 

 

24,062

 

 

 

14,570

 

Net income (loss) from discontinued operations before income taxes

 

$

13,777

 

 

$

33,258

 

 

$

65,652

 

 

$

93,618

 

(Provision for) benefit from income taxes

 

 

(9,444

)

 

 

(6,805

)

 

 

(21,607

)

 

 

(18,497

)

Net income (loss) from discontinued operations, net of tax

 

$

4,333

 

 

$

26,453

 

 

$

44,045

 

 

$

75,121

 

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. The following table presents key cash flow and non-cash information related to discontinued operations for the nine months ended December 31, 2022 and 2021:

 

 

 

Nine Months Ended

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

(In thousands)

 

Depreciation

 

$

5,909

 

 

$

7,675

 

Amortization of intangible assets

 

 

897

 

 

 

1,421

 

Capital expenditures

 

 

10,950

 

 

 

8,742