DGT Holdings Corp. - FORM 10-Q - XML - IDEA: XBRL DOCUMENT - June 8, 2012

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10-Q - FORM 10-Q - DGT Holdings Corp.f10q_060812.htm
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Note 11 - Subsequent Event
 9 Months Ended
Apr. 28, 2012
Subsequent Events [Text Block]
NOTE 11 SUBSEQUENT EVENT

On June 6, 2012, the Company, along with RFI, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Ultra Electronics Defense, Inc. (the “Purchaser”), an affiliate of Ultra Electronics Holdings plc, a UK corporation.

Under the terms of the Asset Purchase Agreement, the Company has agreed to sell (the “Asset Sale”) its power conversion business, which is currently operated by RFI, to the Purchaser for the purchase price of $12,500 (the “Purchase Price”) (subject to a potential working capital adjustment), payable in cash.  $1,250 of the Purchase Price is to be held in escrow to serve as security for payments in satisfaction of certain of the Company’s indemnification obligations and $237 of the Purchase Price is to be held in escrow to cover any potential net working capital adjustment.  The Purchaser has also agreed to lease the RFI facility in Bay Shore, New York following the Asset Sale.

The obligations of each of the parties to consummate the Asset Sale are subject to customary conditions, including, among other things, the conclusion of a review by the Committee on Foreign Investment in the United States with respect to national security concerns, the approval of at least two-thirds of the outstanding shares of our common stock, and the exercise by the holders of no more than 10% of the outstanding shares of our common stock of their statutory appraisal or dissenters’ rights with respect to the Asset Sale.  The Company has agreed to pay to the Purchaser a termination fee of $725 in the event the Asset Purchase Agreement is terminated under certain circumstances.

The results of this business disposition will be reported as a gain from discontinued operations in our Annual Report on Form 10-K.  The RFI business represents the entire Power Conversion Group.

The following is a summary of assets and liabilities of the Power Conversion Group:

   
Balance
as of
April 28, 2012
   
Cash (a)
  $ 537    
Trade receivables
    1,539    
Inventories
    1,761    
Prepaid expenses and other current assets
    177    
Total current assets
  $ 4,014    
           
Property, plant and equipment, net (a)
  $ 1,509    
           
Current liabilities
  $ 1,254    

(a) The Company will retain all cash and $1,049 of the property, plant and equipment upon the sale.

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