BUSINESS COMBINATION, ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS |
9 Months Ended |
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Sep. 30, 2024 | |
| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
| BUSINESS COMBINATION, ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS | BUSINESS COMBINATION, ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS On December 13, 2021, the Company completed the Merger with RM 101 (formerly known as IKONICS Corporation) pursuant to which, among other things, the Company effectively acquired RM 101 and became a publicly traded company on the Nasdaq. The consideration in the Merger included, among other things, contractual contingent value rights (“CVR”) per a Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which each shareholder of RM 101 as of immediately prior to the Merger, received one non-transferable CVR for each outstanding share of common stock of RM 101 then held. The holders of the CVRs were entitled to receive 95% of the Net Proceeds (as defined in the CVR Agreement), if any, from the sale, transfer, disposition, spin-off, or license of all or any part of the pre-merger business of RM 101. In August 2022, RM 101 sold certain property for net sales proceeds of $13.2 million with certain indemnifications that expired in February and August 2023. During the nine months ended September 30, 2023, the Company made payments of the CVR liability related to proceeds from sales of net assets held for sale of $9.6 million. Additionally, the Company made payments of the CVR liability of $1.4 million in November 2023 such that as of December 31, 2023, the Company had made all of the aggregate required distributions of $11.0 million of proceeds to the CVR Holders and the CVR Agreement was deemed terminated. Upon acquisition, the RM 101 business met the assets held-for-sale and discontinued operations criteria and is reflected as discontinued operations held for sale in these condensed consolidated financial statements. The loss from discontinued operations, net of tax presented in the condensed consolidated statements of operations included immaterial selling, general and administrative, and was $68,000 and $106,000 for the three and nine months ended September 30, 2023, respectively. The Company reported no loss from discontinued operations, net of tax for the three and nine months ended September 30, 2024. Total cash flows provided by operating activities from discontinued operations was $0 and $0.3 million in the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023, respectively.
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