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Discontinued Operations
 6 Months Ended
Jun. 30, 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 would 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 would 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 would 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 would 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 was conditioned on, among other things, the closing of a business combination between AC Buyer and a special purpose acquisition company (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.
On July 29, 2022, due to delays in closing the SPAC Transaction, the LLC and Advanced Circuits sent notice to terminate the AC Agreement. Refer to Note Q - "Subsequent Events" for additional information. In accordance with applicable accounting guidance, changes in a plan to sell a long-lived asset group are accounted for in the period that the decision is made. Advanced Circuits will be reclassified to continuing operations beginning in the quarter ended September 30, 2022.
The sale of Advanced Circuits met the criteria for the assets to be classified as held for sale as of December 31, 2021 and June 30, 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 endedSix months ended
 June 30, 2022June 30, 2021June 30, 2022June 30, 2021
Net sales$22,157 $22,465 $45,406 $44,027 
Gross profit$10,095 $10,313 $21,025 $19,717 
Operating income $5,806 $6,324 $12,330 $11,819 
Income from continuing operations before income taxes (1)
$5,826 $6,260 $12,303 $11,751 
Provision for income taxes$822 $683 $1,929 $1,454 
Income from discontinued operations (1)
$5,004 $5,577 $10,374 $10,297 
(1) The results of operations for the three and six months ended June 30, 2022 and 2021, exclude $1.6 million and $3.3 million and $1.8 million and $3.8 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 June 30, 2022 and December 31, 2021 (in thousands):
June 30,
2022		December 31,
2021
Assets
Cash and cash equivalents$2,914 $3,610 
Accounts receivable, net8,410 9,447 
Inventories, net4,234 3,660 
Prepaid expenses and other current assets79 430 
Current assets held for sale15,637 17,147 
Property, plant and equipment, net7,223 8,083 
Goodwill66,668 66,668 
Intangible assets, net10 23 
Other non-current assets6,689 7,502 
Non-current assets held for sale (1)
$80,590 $82,276 
Liabilities
Accounts payable$3,039 $3,798 
Accrued expenses3,688 3,718 
Due to related party125 125 
Other current liabilities1,591 1,580 
Current liabilities held for sale8,443 9,221 
Deferred income taxes13,200 13,419 
Other non-current liabilities5,627 6,487 
Non-current liabilities held for sale (1)
$18,827 $19,906 
Noncontrolling interest held for sale$(370)$(2,614)
(1) All assets and liabilities have been classified as current on the consolidated balance sheets as of June 30, 2022 and December 31, 2021. The Company terminated the AC Agreement on July 29, 2022. Refer to Note Q - Subsequent Events.
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. In the second quarter of 2022, the LLC received an income tax refund of approximately $0.9 million related to Liberty
Summarized results of operations of Liberty for the three and six months ended June 30, 2021 are as follows (in thousands):
Three months ended 
 June 30, 2021		Six months ended June 30, 2021
Net sales$33,447 $64,926 
Gross profit$8,879 $17,776 
Operating income $5,903 $11,533 
Income from continuing operations before income taxes (1)
$5,944 $11,580 
Provision for income taxes$1,166 $2,607 
Income from discontinued operations (1)
$4,778 $8,973 
(1) The results of operations for the three and six months ended June 30, 2021, excludes $0.7 million and $1.4 million, respectively, of intercompany interest expense.