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Discontinued Operations
12 Months Ended
Dec. 31, 2011
Discontinued Operations [Abstract]  
DISCONTINUED OPERATIONS

NOTE D – DISCONTINUED OPERATIONS

Mecar and Mecar USA

On June 24, 2010, the Company signed a definitive purchase and sale agreement with Chemring Group PLC pursuant to which Chemring agreed to acquire substantially all of the assets of the Company for $59,560 in cash and the assumption of certain liabilities. On September 1, 2010, the Company completed the asset sale to Chemring contemplated by the Agreement. Pursuant to the Agreement, Chemring acquired all of the capital stock of Mecar for approximately $45,810 in cash, and separately Chemring acquired substantially all of the assets of Mecar USA for $13,750 in cash and the assumption by Chemring of certain specified liabilities of Mecar USA. A portion of the purchase price was paid through the repayment of certain intercompany indebtedness owed to the Company that would otherwise have been cancelled at closing. $15,000 of the proceeds of the sale was deposited into escrow to secure the Company’s indemnification obligations under the Agreement. Such amounts are included in Funds held in escrow on the Statement of Net Assets (Liquidation Basis). In conjunction with sale, the Company paid $1,637 in legal fees, $3,177 in investment banking fees and $300 in retention and incentive plans for the management of Mecar and Mecar USA. As a result, the sale generated net proceeds of $54,446, and the Company recorded a gain of $48,081. The Company did not record a significant tax expense from this transaction as the gain is expected to be offset by the Company’s existing net operating loss carry forwards and foreign tax credits.

NS Microwave Systems, Inc.

On August 7, 2009, the Company entered into a Purchase Agreement to sell NSM for $400 in cash and a promissory note in the amount of $1,325 at closing. The note is due 24 months after closing and is subject to a reduction based on certain terms as defined in the Purchase Agreement. On December 31, 2009 and again on June 30, 2010, the Company wrote-off $250, for a total write-off of $500, against the receivable as it was unlikely that one of the Purchase Agreement conditions would be met. As of December 31, 2010, the outstanding amount of the note receivable was $825. The note bore interest at a rate of one-year London Interbank Offered Rate plus 5% subject to a maximum interest cap of 8%. On August 5, 2011, the note was fully repaid and, as a result, the Company received $825 representing the note principal amount. The following summarizes the results of discontinued operations for the nine months ended September 30, 2010 for NSM, Mecar and Mecar USA:

 

      September 30,       September 30,       September 30,       September 30,  
    Nine Months Ended  
    September 30, 2010  
    Mecar     Mecar USA     NSM     Total  

Revenues

  $ 38,477     $ 9,342     $ —       $ 47,819  

Loss before taxes

    (14,122     (287     —         (14,409

Loss, net of tax

    (14,122     (296     —         (14,418
   

 

 

   

 

 

   

 

 

   

 

 

 

Discontinued operations, net of tax

  $ (14,122   $ (296   $ —       $ (14,418