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Note 3 - Discontinued Operations

12 Months Ended

Sep. 30, 2025

Notes to Financial Statements

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

3. Discontinued Operations

Disposition of B Medical Systems Business

During the first quarter of fiscal year 2025, following approval by the Board of Directors of the Company, the Company publicly announced its plan to sell the B Medical Systems business. The B Medical Systems business operates as a separate business unit within the Company and focuses on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations. This action is intended to simplify the Company's portfolio and allow management to focus on driving revenue growth and profitability in its core businesses. The decision followed work by the Board of Directors to evaluate strategic, operational and financial opportunities to maximize stockholder value. The Company anticipates entering into a definitive agreement to sell its B Medical Systems business by the end of December 2025.

The Company determined that the B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with FASB ASC 205 as of November 12, 2024. Results related to the B Medical Systems business are included within discontinued operations. The Consolidated Balance Sheet and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements, were retroactively reclassified for all periods presented to reflect the discontinuation of the B Medical Systems business in accordance with FASB ASC 205.

The Company measured the B Medical Systems business at the lower of carrying value or fair value less cost to sell at each reporting period. During the fiscal year ended September 30, 2025, the Company recorded $93.1 million of estimated loss on assets held for sale based on the estimated fair value of the B Medical Systems business less costs to sell the business. The fair value is based on the observable inputs received during the continued progression of the sales process. The estimated loss on assets held for sale is included in “Loss from discontinued operations, net of tax” on the Consolidated Statements of Operations for the fiscal year ended September 30, 2025 and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Consolidated Balance Sheets as of September 30, 2025.

The following table presents the financial results of the B Medical Systems business, included within discontinued operations (in thousands):

		*Year Ended September 30,*
		*2025*				*2024*				*2023*
Revenue
Products		$	58,569			$	69,690			$	101,091
Services			9,399				13,435				12,032
Total revenue			67,968				83,125				113,123
Cost of revenue
Products			41,073				64,871				85,315
Services			8,906				12,360				7,294
Total cost of revenue			49,979				77,231				92,609
Gross profit			17,989				5,894				20,514
Operating expenses
Research and development			5,785				4,704				4,046
Selling, general and administrative			25,739				34,949				47,361
Impairment of goodwill and intangible assets			-				111,317				-
Contingent consideration - fair value adjustments			-				-				(18,549	)
Loss on assets held for sale			93,118				-				-
Restructuring charges			1,235				5,042				-
Total operating expenses			125,877				156,012				32,858
Operating loss			(107,888	)			(150,118	)			(12,344	)
Interest income (expense), net			40				286				194
Other income (expense), net			(212	)			911				1,258
Loss before income taxes			(108,060	)			(148,921	)			(10,892	)
Income tax benefit			(28,518	)			(8,390	)			(5,670	)
Loss from discontinued operations, net of tax		$	(79,542	)		$	(140,531	)		$	(5,222	)

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the B Medical Systems business that are included in the Consolidated Statements of Cash Flows (in thousands):

		*Year Ended September 30,*
		*2025*				*2024*				*2023*
Depreciation and amortization		$	3,768			$	7,810			$	7,935
Capital expenditures			2,356				3,344				11,569
Impairment of goodwill			-				111,317				-
Loss on assets held for sale			93,118				-				-

The carrying value of the assets and liabilities of the discontinued operations with respect to the B Medical Systems business reflected as “held for sale” on the Consolidated Balance Sheets as of September 30, 2025 and 2024 was as follows (in thousands):

			*September 30, 2025*				*September 30, 2024*
Assets
Cash and cash equivalents			$	13,206			$	30,899
Accounts receivable, net				10,090				18,539
Inventories				42,137				44,390
Prepaid expenses and other current assets				8,102				5,224
Current Assets held for sale			$	73,535			$	99,052

Property, plant and equipment, net			$	50,968			$	47,032
Intangibles, net				126,065				122,988
Other assets				4,828				3,774
Valuation allowance				(96,855	)			-
Noncurrent assets held for sale			$	85,006			$	173,794

Liabilities
Accounts payable			$	11,710			$	11,089
Deferred revenue				1,543				1,485
Accrued warranty and retrofit costs				5,248				4,916
Accrued compensation and benefits				3,909				2,929
Accrued income taxes				760				4,012
Accrued expenses and other current liabilities				5,098				5,619
Current liabilities held for sale			$	28,268			$	30,050

Long-term deferred tax liabilities				9,639				36,093
Long-term operating lease liabilities				2,077				2,109
Other long-term liabilities				2,575				3,994
Noncurrent liabilities held for sale			$	14,291			$	42,196

Disposition of Semiconductor Business

On February 1, 2022, the Company completed the sale of the semiconductor automation business for $2.9 billion in cash to Thomas H. Lee Partners, L.P. On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $659.8 million to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”). Both the semiconductor automation business and the semiconductor cryogenics business are considered discontinued operations. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”). In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $1.0 million and other related damages, including interest and attorney’s fees, arising from a third-party claim that was included as part of their initial claims (the “2023 Claim”).

In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During the third quarter of fiscal year 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and the release to the Company of $1.0 million from a separate indemnification escrow. The Company accrued a liability of $2.5 million for the 2020 Claim and 2023 Claim of which $0.8 million was paid during the third quarter of fiscal year 2023. The Company accrued an additional liability of $0.4 million for the 2020 Claim during the three months ended March 31, 2025 resulting in a total accrual of $2.1 million as of September 30, 2025.

The Company had been informed that Edwards sought recovery for the 2020 Claim from the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business. During the first quarter of fiscal year 2025, the Company was further informed that Edwards agreed to a payment under such insurance for claimed amounts more than the applicable indemnification deductibles established under the definitive agreement, but less than the total of claimed amounts submitted for recovery. Although management believes that any indemnifiable losses in excess of the applicable deductibles established in the definitive agreement would have been covered by such insurance, and the Company further disputes any liability under applicable law, Edwards is seeking recovery from the Company for claimed amounts purportedly not covered, or inadequately covered, by such insurance (the “Claim for Uncovered Amounts”).

On September 12, 2025, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement seeking more than $13 million, including attorney’s fees, arising from alleged breaches of representations and warranties relating to financial information provided by the Company in connection with the 2019 transaction (the “2025 Claim”). On October 21, 2025, the Company filed a motion to dismiss the 2025 Claim on the basis that all claims asserted in that action are time-barred. The Company’s motion to dismiss is pending as of December 4, 2025. The Company cannot determine the probability of any losses or outcome of the Claim for Uncovered Amounts including the amount of any indemnifiable losses, if any, resulting from the 2025 Claim. The Company, however, does not believe that this claim will have a material adverse effect on its consolidated financial position or results of operations, in each case, for continuing operations. Any potential expense incurred by the Company for these claims would be reflected in discontinued operations.

In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no assurance that the Company’s assessment of these claims will reflect the ultimate outcome, and an adverse outcome in these matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.