Discontinued Operations

6 Months Ended

Sep. 30, 2011

Discontinued Operations [Abstract]

Discontinued Operations

3. Discontinued Operations

On May 28, 2011, the Company entered into a definitive agreement to sell its TSG business for an aggregate purchase price of $64.0 million in cash, subject to a possible downward adjustment based on final working capital, to OnX Enterprise Solutions Limited and its subsidiary OnX Acquisition LLC (together, "OnX"), a leading IT solutions provider based in Toronto, Canada. On July 28, 2011, the Company's shareholders approved the sale and the transaction closed on August 1, 2011, the date on which certain other contingencies specified in the sale agreement were satisfied. Upon the close of the transaction, the aggregate purchase price of $64.0 million was reduced by the payment of agreed-upon fees of $3.3 million for severance costs and $1.2 million for third-party services in support of the transition, resulting in net proceeds received by the Company of $59.5 million.

With the sale of TSG, the Company is focused on creating shareholder value by exploiting growth opportunities and strengthening its competitive position within the hospitality and retail markets in which it competes. The sale of TSG represented a disposal of a component of an entity. As such, the operating results of TSG, along with the gain on sale, have been reported as a component of discontinued operations in the Company's Condensed Consolidated Statements of Operations for the periods presented. In addition, the assets and liabilities of the TSG business are classified as discontinued operations in the Company's Condensed Consolidated Balance Sheets as of March 31, 2011.

The income from discontinued operations for the three months ended September 30, 2011, includes TSG net sales of $26.1 million, a pre-tax loss of $3.1 million, a net loss of $2.1 million (net of a tax benefit of $1.0 million), and a gain recognized on the sale of $12.6 million (net of taxes of $8.1 million). The income from discontinued operations for the six months ended September 30, 2011, includes TSG net sales of $123.8 million, a pre-tax loss of $1.8 million, a net loss of $1.5 million (net of a tax benefit of $0.3 million), and a gain recognized on the sale of $12.6 million (net of taxes of $8.1 million). Included in the calculation of the gain on the sale was the write-off of $5.4 million in goodwill related to TSG that remained on the Company's balance sheet until the sale was completed.

Income from discontinued operations for the three months ended September 30, 2010 includes TSG net sales of $133.5 million, pre-tax income of $3.9 million, and net income of $2.7 million. Income from discontinued operations for the six months ended September 30, 2010 includes TSG net sales of $218.6 million, pre-tax income of $1.8 million, and net income of $0.7 million.

Components of Results of Discontinued Operations

For the three and six months ended September 30, 2011 and 2010 the income from discontinued operations was comprised of the following:

	Three months ended September 30,					Six months ended September 30,
	2011			2010		2011			2010
Discontinued operations:
(Loss) income from operations of TSG	$	(3,142	)	$	3,914	$	(1,781	)	$	1,839
Gain on sale of TSG		20,686			—		20,686			—
		17,544			3,914		18,905			1,839
Provision for income taxes		7,057			1,212		7,767			1,097
Income from discontinued operations	$	10,487		$	2,702	$	11,138		$	742