SALE OF PRODUCT LINE - DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2013 |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' |
2. SALE OF PRODUCT LINE - DISCONTINUED OPERATIONS |
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On July 31, 2013 and pursuant to a letter of intent that was executed on June 14, 2013, we sold the assets related to our Reliability Test Products (RTP) line of products. The RTP product line includes test equipment that provides semiconductor manufacturers with structural performance data to aid in the evaluation and improvement of IC designs and manufacturing processes to increase IC yield and reliability. The sale of our RTP product line resulted in an increase in our cash reserves, which have been significantly diminished in recent quarters due to operating losses and high legal costs related primarily to litigation. |
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The RTP product line was sold to Cascade Microtech, Inc. (Cascade), a U.S. public company headquartered in Beaverton, OR. Cascade manufactures products and provides services for precision contact, electrical measurement and test of integrated circuits, optical devices and other small structures. The sale transaction included the following terms: |
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| ⋅ | Purchase price of approximately $3,400,000 including the following: | | | | | | | | | | | |
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| o | $1,750,000 payable at closing, subject to working capital adjustment. (Cascade paid $1,910,000, including a $160,000 estimated working capital adjustment, to Aetrium at the closing of the transaction). | | | | | | | | | | | |
| o | $1,000,000 contingent earn-out payment. If RTP net revenues for the nine months ended April 30, 2014 are in the range of $2,250,000 to $3,750,000 or more, a pro rata earn-out payment will be payable to Aetrium on May 31, 2014. | | | | | | | | | | | |
| o | $500,000 holdback amount to secure Aetrium’s obligations related to representations, warranties and covenants. $300,000 of the holdback amount is payable on July 31, 2014 and $200,000 is payable on January 15, 2015, subject to indemnity claims by Cascade. | | | | | | | | | | | |
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| ⋅ | Aetrium transferred receivables, inventories, equipment, intellectual property, and other assets associated with the RTP product line to Cascade. | | | | | | | | | | | |
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| ⋅ | Cascade assumed certain liabilities related to the RTP product line, including accounts payable, accrued expenses and product support and warranty obligations. | | | | | | | | | | | |
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| ⋅ | Cascade and Aetrium executed a sublease and transition services agreement providing for Cascade to continue to conduct RTP operations in approximately 9,000 square feet within Aetrium’s facility in North St. Paul, MN and for Aetrium to provide certain administrative services to Cascade. The sublease provides for monthly rent payments of $14,500 and an initial term of August 1, 2013 through April 30, 2014, after which Cascade may continue to sublease the space on a month-to-month basis. | | | | | | | | | | | |
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| ⋅ | Eleven Aetrium employees were hired by Cascade in connection with the transaction. | | | | | | | | | | | |
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We recorded a pre-tax gain of approximately $1.0 million on the sale of the RTP product line as follows (in thousands): |
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Proceeds: | | | | | | | | | | | | | |
- Cash received | | $ | 1,914 | | | | | | | | | | |
- Due from Cascade, payable July 31, 2014 | | | 300 | | | | | | | | | | |
- Due from Cascade, payable January 31, 2015 | | | 200 | | | | | | | | | | |
Total proceeds | | | 2,414 | | | | | | | | | | |
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Fair value of net assets transferred to Cascade: | | | | | | | | | | | | | |
- Accounts receivable | | | 340 | | | | | | | | | | |
- Inventories | | | 834 | | | | | | | | | | |
- Prepaid expenses | | | 1 | | | | | | | | | | |
- Equipment | | | 17 | | | | | | | | | | |
- Accounts payable | | | -50 | | | | | | | | | | |
- Accrued liabilities | | | -12 | | | | | | | | | | |
Total net assets transferred | | | 1,130 | | | | | | | | | | |
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Gain on sale, before transaction costs | | | 1,284 | | | | | | | | | | |
Transaction costs | | | -263 | | | | | | | | | | |
Gain on sale | | $ | 1,021 | | | | | | | | | | |
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The holdback amounts due from Cascade are included in our consolidated balance sheet at September 30, 2013 as follows: $300,000 is included in “Other current assets” and $200,000 is included in “Other assets.” |
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In accordance with ASC 205-20, “Discontinued Operations,” assets and liabilities included in our consolidated balance sheet and the results of operations included in our consolidated statements of operations related to the RTP product line have been reclassified and presented as discontinued operations for all periods reported. |
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Assets and liabilities related to the RTP product line presented as discontinued operations in our consolidated balance sheet at December 31, 2012 are summarized below (in thousands): |
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| | December 31, | | | | | | | | | | |
| | 2012 | | | | | | | | | | |
Accounts receivable | | $ | 223 | | | | | | | | | | |
Inventories | | | 770 | | | | | | | | | | |
Current assets – discontinued operations | | $ | 993 | | | | | | | | | | |
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Property and equipment | | $ | 213 | | | | | | | | | | |
Less, accumulated depreciation | | | -194 | | | | | | | | | | |
Property and equipment, net – discontinued operations | | $ | 19 | | | | | | | | | | |
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Accounts payable | | $ | 96 | | | | | | | | | | |
Accrued compensation | | | 78 | | | | | | | | | | |
Accrued warranty | | | 12 | | | | | | | | | | |
Other accrue liabilities | | | 6 | | | | | | | | | | |
Current liabilities – discontinued operations | | $ | 192 | | | | | | | | | | |
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Condensed results from discontinued operations included in our consolidated statements of operations are summarized below (in thousands). |
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| | Three months ended | | Nine months ended | |
September 30, | September 30, |
| | 2013 | | 2012 | | 2013 | | 2012 | |
Net sales | | $ | 36 | | $ | 387 | | $ | 1,215 | | $ | 2,607 | |
Cost of goods sold | | | 67 | | | 139 | | | 534 | | | 865 | |
Gross profit (loss) | | | -31 | | | 248 | | | 681 | | | 1,742 | |
Operating expenses | | | 90 | | | 364 | | | 905 | | | 1,144 | |
Income (loss) from operations | | | -121 | | | -116 | | | -224 | | | 598 | |
Gain on sale of discontinued operations | | | 1,021 | | | — | | | 1,021 | | | — | |
Income (loss) before income taxes | | | 900 | | | -116 | | | 797 | | | 598 | |
Income tax benefit (expense) | | | -279 | | | 41 | | | -279 | | | -209 | |
Income (loss) from discontinued operations | | $ | 621 | | $ | -75 | | $ | 518 | | $ | 389 | |
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Operating results from discontinued operations exclude building rent, property taxes, and other facility-related and administrative costs that continue to be incurred following the disposition of the product line. |
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