XML 21 R11.htm IDEA: XBRL DOCUMENT
v3.24.1.u1

Divestures | 3 Months Ended
--- | ---
Mar. 30, 2024
Asset Retirement Obligation Disclosure [Abstract] |
Divestures | Divestitures China Operations Divestiture On February 7, 2024, the Company entered into a definitive agreement to sell its China operations to Grand Junction Semiconductor Pte. Ltd. (“Grand Junction”) for $25.0 million in cash, subject to customary purchase price adjustments, and establish an exclusive distribution and partnership agreement to continue sales and support of our products in the region. The following subsidiaries were included as part of the divestiture: Microprobe Hong Kong Limited, FormFactor Technology (Suzhou) Co. Ltd., Cascade Microtech Singapore Pte, Ltd, and FormFactor International (Shanghai) Trading Co., Ltd. These entities supported the Probe Cards and Systems segments. On February 26, 2024, we closed on the sale of the operations in China to Grand Junction and received total consideration of $21.1 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital. The disposition of the China operations did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results. The following table summarizes the fair value of the sale proceeds received in connection with the divestiture, which are subject to further post-closing adjustment (in thousands):
|  | February 26, 2024
Gross purchase price |  | $ | 25,000 |
Estimated working capital adjustment |  | (151) |
Cash transferred to the buyer at closing |  | (2,743) |
Direct costs to sell |  | (986) |
Fair value of sale consideration, net |  | $ | 21,120 |
The carrying amount of net assets associated with the China operations was approximately $1.2 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
|  | February 26, 2024
ASSETS |  |
Accounts receivable, net |  | $ | 1,174 |
Inventories, net |  | 3,729 |
Other current assets |  | 391 |
Total current assets |  | 5,294 |
Property, plant and equipment, net |  | 1,283 |
Goodwill |  | 1,117 |
Other assets |  | 3,029 |
Total assets |  | $ | 10,723 |
LIABILITIES |  |
Deferred Revenue |  | $ | 3,739 |
Other current liabilities |  | 1,546 |
Other liabilities |  | 4,283 |
Total liabilities |  | $ | 9,568 |
As a result of the divestiture, the Company recognized a pre-tax gain of $20.0 million. The Company recorded an income tax liability associated with the divestiture of approximately $3.3 million. FRT Divestiture On September 18, 2023, the Company announced entry into a definitive agreement to sell its FRT Metrology (“FRT”) business to Camtek Ltd. (“Camtek”) for $100 million in cash, subject to customary purchase price adjustments. The Company acquired FRT GmbH in fiscal 2019 for total consideration of $24.4 million, net of cash acquired. Headquartered in Bergisch Gladbach, Germany, the FRT business is a leading supplier of high-precision metrology solutions for the Advanced Packaging and Silicon Carbide markets, and was part of the Company's Systems segment. On November 1, 2023, we closed on the sale of the FRT business to Camtek and received net cash proceeds of $100.1 million, net of cash transferred and transaction expenses, and after customary adjustments for indebtedness and changes in net working capital. The disposition of the FRT business did not meet the criteria to be classified as a discontinued operation in the Company’s financial statements because the disposition did not represent a strategic shift that had, or will have, a major effect on the Company’s operations and financial results. The following table summarizes the fair value of the sale proceeds received in connection with the divestiture (in thousands):
|  | November 1, 2023
Gross purchase price |  | $ | 99,100 |
Working capital adjustment |  | 4,266 |
Cash transferred to the buyer at closing |  | (2,049) |
Direct costs to sell |  | (1,225) |
Fair value of sale consideration, net |  | $ | 100,092 |
The carrying amount of net assets associated with the FRT business was approximately $26.8 million. The major classes of assets and liabilities sold consisted of the following (in thousands):
|  | November 1, 2023
ASSETS |  |
Accounts receivable, net |  | $ | 7,738 |
Inventories, net |  | 6,446 |
Other current assets |  | 635 |
Total current assets |  | 14,819 |
Intangibles, net |  | 6,897 |
Goodwill |  | 10,660 |
Other assets |  | 1,612 |
Total assets |  | $ | 33,988 |
LIABILITIES |  |
Current liabilities |  | $ | 4,300 |
Other liabilities |  | 2,856 |
Total liabilities |  | $ | 7,156 |
As a result of the divestiture, the Company recognized a pre-tax gain of $73.3 million. The Company recorded an income tax liability associated with the divestiture of approximately $6.0 million.

X
- References No definition available. + Details
Name: | us-gaap_AssetRetirementObligationDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration