Discontinued Operations

3 Months Ended

Mar. 31, 2021

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

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

ote C — Discontinued Operations

Advanced Circuits Merger Agreement

On October 13, 2021, the LLC, as the representative (the “Sellers Representative”) of the holders (the “AC Sellers”) of stock and options of Compass AC Holdings, Inc. (“Advanced Circuits”), a majority owned subsidiary of the LLC, entered into a definitive Agreement and Plan of Merger (the “AC Agreement”) with Tempo Automation, Inc. (“AC Buyer”), Aspen Acquisition Sub, Inc. (“AC Merger Sub”) and Advanced Circuits, pursuant to which AC Buyer will acquire all of the issued and outstanding securities of Advanced Circuits, the parent company of the operating entity, Advanced Circuits, Inc., through a merger of AC Merger Sub with and into Advanced Circuits, with Advanced Circuits surviving the merger and becoming a wholly owned subsidiary of AC Buyer (the “AC Merger”). Under the terms of the Agreement, the AC Sellers will receive consideration in the amount of $310 million, composed of $240 million in cash and $70 million in common stock of a publicly traded special purpose acquisition company (“SPAC”) selected by AC Buyer to acquire AC Buyer upon the closing of the transaction, excluding certain working capital and other adjustments. In addition, the AC Sellers may receive 2.4 million additional shares of SPAC common stock within five years, subject to SPAC stock price performance. The LLC owns approximately 67% of the outstanding stock of Advanced Circuits on a fully diluted basis and expects to receive approximately 77% of the gross consideration payable under the Agreement. This amount is in respect of the LLC’s outstanding loans to Advanced Circuits and its equity interests in Advanced Circuits. The AC Merger is conditioned on, among other things, the closing of a business combination between AC Buyer and a SPAC. In connection with the AC Merger, AC Buyer announced its entry into a definitive merger agreement for a business combination (the “SPAC Transaction”) with a SPAC, ACE Convergence Acquisition Corp. (“ACE”). In order to obtain shareholder approval of the SPAC Transaction, ACE had previously scheduled and announced an extraordinary general meeting of shareholders for May 5, 2022. On May 2, 2022, ACE postponed the extraordinary general meeting to allow additional time to revise and finalize its financing arrangements with respect to the SPAC Transaction. There can be no assurances that all of the conditions to closing of the AC Merger, which include the closing of the SPAC Transaction, will be satisfied.

The sale of Advanced Circuits met the criteria for the assets to be classified as held for sale as of December 31, 2021 and March 31, 2022, and is presented as discontinued operations in the accompanying consolidated financial statements for all periods presented. Summarized results of operations of Advanced Circuits are as follows (in thousands):


	Three months ended March 31, 2022		Three months ended March 31, 2021
Net sales	$	23,249	$	21,562
Gross profit	$	10,930	$	9,404
Operating income	$	6,524	$	5,495
Income from continuing operations before income taxes (1)	$	6,477	$	5,491
Provision for income taxes	$	1,107	$	771
Income from discontinued operations (1)	$	5,370	$	4,720

(1) The results of operations for the three months ended March 31, 2022 and 2021, each exclude $1.7 million and $1.9 million, respectively, of intercompany interest expense.

The following table presents summary balance sheet information of ACI that is presented as held for sale as of March 31, 2022 and December 31, 2021 (in thousands):


	March 31, 2022		December 31, 2021
Assets
Cash and cash equivalents	$	6,857	$	3,610
Accounts receivable, net	9,502		9,447
Inventories, net	3,928		3,660
Prepaid expenses and other current assets	688		430
Current assets held for sale	$	20,975	$	17,147
Property, plant and equipment, net	7,624		8,083
Goodwill	66,668		66,668
Intangible assets, net	13		23
Other non-current assets	7,013		7,502
Non-current assets held for sale (1)	$	81,318	$	82,276

Liabilities
Accounts payable	$	5,838	$	3,798
Accrued expenses	4,014		3,718
Due to related party	125		125
Other current liabilities	1,600		1,580
Current liabilities held for sale	$	11,577	$	9,221
Deferred income taxes	13,369		13,419
Other non-current liabilities	5,959		6,487
Non-current liabilities held for sale (1)	$	19,328	$	19,906
Noncontrolling interest held for sale	$	(1,449)	$	(2,614)

(1) The closing of the transaction is expected to occur in the second quarter of 2022, and therefore all assets and liabilities have been classified as current on the consolidated balance sheets as of March 31, 2022 and December 31, 2021.

Sale of Liberty

On July 16, 2021, the LLC, as majority stockholder of Liberty Safe Holding Corporation and as sellers representative, entered into a definitive Stock Purchase Agreement (the “Liberty Purchase Agreement”) with Independence Buyer, Inc. (“Liberty Buyer”), Liberty and the other holders of stock and options of Liberty to sell to Liberty Buyer all of the issued and outstanding securities of Liberty, the parent company of the operating entity, Liberty Safe and Security Products, Inc.

On August 3, 2021, Liberty Buyer and the LLC, as sellers representative, entered into the Amendment to Stock Purchase Agreement (the “Amendment”) which amended the Liberty Purchase Agreement to, among other things, provide that, immediately prior to the closing, certain investors in Liberty will, instead of selling all of the shares of Liberty owned by them to Liberty Buyer, contribute a portion of such shares (the “Rollover Shares”) to an indirect parent company of Liberty Buyer in exchange for equity securities of such entity.

On August 3, 2021, Liberty Buyer completed the acquisition of all the issued and outstanding securities of Liberty (other than the Rollover Shares) pursuant to the Liberty Purchase Agreement and Amendment (the “Liberty Transaction”). The sale price of Liberty was based on an aggregate total enterprise value of $147.5 million, subject to customary adjustments. After the allocation of the sale proceeds to Liberty's non-controlling shareholders, the repayment of intercompany loans to the LLC (including accrued interest) of $26.5 million, and the payment of transaction expenses of approximately $4.5 million, the LLC received approximately $128.0 million of total proceeds from the sale at closing. The LLC recognized a gain on the sale of Liberty of $72.8 million in the year ended December 31, 2021.

Summarized results of operations of Liberty for the three months ended March 31, 2021 are as follows (in thousands):


	Three months ended March 31, 2021
Net sales	$	31,479
Gross profit	$	8,897
Operating income	$	5,630
Income from continuing operations before income taxes (1)	$	5,636
Provision for income taxes	$	1,441
Income from discontinued operations (1)	$	4,195

(1) The results of operations for the three months ended March 31, 2021, excludes $0.7 million of intercompany interest expense.