Discountinued Operations | NOTE 8: DISCONTINUED OPERATIONS On October 10, 2019, the Company entered into an agreement (“Purchase Agreement”) to sell the Schmitt Dynamic Balance Systems (“SBS”) business line to Tosei Engineering Corp. and Tosei America, Inc. (collectively “Tosei” or Buyer) for a purchase price of $10,500,000 in cash. The transaction closed on November 22, 2019 and included certain assets held by the U.S. parent company and all the outstanding stock of the UK subsidiary, Schmitt Europe Limited. As a result, the financial position, results of operations, and cash flows relating to our SBS business line are reported as discontinued operations in the accompanying financial statements. The purchase agreement contains customary requirements of closing, including adjustments based on the final amount of working capital transferred to the Buyer. The consideration included $9,940,000 in unrestricted cash from the Buyer at closing, plus $420,000 to be placed into an escrow account, net of $140,000 in minimum cash settled via the funds flow at closing. Remaining escrow funds become unrestricted after certain events are completed and after one year from closing. The Purchase Agreement requires an adjustment to purchase price after closing based on the difference between (a) the calculated amount of working capital at closing and (b) the target working capital of $4,200,000. The closing working capital calculation has not been completed; however, the Company does not expect any resulting adjustment to be significant. In connection with the Purchase Agreement, the Company entered into a Transition Service Agreement (“TSA”) with the Buyer during the transition of certain accounting and treasury processes. The Company has collected $196,000 of cash on behalf of the Buyer via the TSA that is included in the cash and cash equivalents and other accrued liabilities balances at November 30, 2019. The following table summarizes the consideration and gain recognized in the quarter ended November 30, 2019 associated with the sale of the SBS Business: Purchase Price $ 10,500,000 Cash in SEL 69,157 Less: Net assets sold 4,460,177 Minimum cash 140,000 Transaction fees 453,287 Release of cumulative translation adjustment from OCI 455,848 Plus or minus: Closing adjustments — Pre-tax $ 5,059,845 Income taxes 82,938 Gain on sale, net of income taxes $ 4,976,907 The following are the carrying amounts of assets and liabilities classified as held for sale and included as a part of discontinued operations: November 30, 2019 May 31, 2019 Accounts receivable, net $ — $ 1,365,114 Inventories — 3,777,913 Prepaid expenses — 49,357 Current assets held for sale $ — $ 5,192,384 Property and equipment, net — 162,987 Noncurrent assets held for sale $ — $ 162,987 Accounts payable $ — $ 393,773 Accrued commissions — 128,453 Accrued payroll liabilities — 127,124 Customer deposits and prepayments — 109,860 Other accrued liabilities — 89,914 Current liabilities held for sale $ — $ 849,124 Net assets held for sale $ — $ 4,506,247 The following is a composition of the line items constituting income from discontinued operations: Three Months Ended November 30, Six Months Ended November 30, 2019 2018 2019 2018 Net revenue $ 2,095,901 $ 2,345,477 $ 4,343,008 $ 4,539,809 Cost of revenue 1,210,126 1,464,499 2,374,251 2,797,717 Gross profit 885,775 880,978 1,968,757 1,742,092 Operating expenses: General, administration and sales 665,365 738,821 1,252,222 1,388,201 Research and development 26,839 23,093 35,920 48,754 Total operating expenses 692,204 761,914 1,288,142 1,436,955 Operating income 193,571 119,064 680,615 305,137 Other expense, net (65,192 ) (30,604 ) (140,923 ) (129,029 ) Income before income taxes 128,379 88,460 539,692 176,108 Provision for income taxes (11,719 ) 4,248 7,589 8,500 Net income from discontinued operations, before gain on sale, net of tax $ 140,098 $ 84,212 $ 532,103 $ 167,608 |