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Discontinued Operations
9 Months Ended
Dec. 31, 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. In addition to the purchase agreement, the Company entered into a transition services agreement ("TSA") with OnX, under which the Company provided certain transitional administrative and supportive services to OnX through January 31, 2012. 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. 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.

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. During the third quarter of fiscal 2012, the Company entered into a settlement agreement with OnX for a working capital adjustment of $1.2 million that was paid to OnX in January 2012.

Components of Results of Discontinued Operations

For the three and nine months ended December 31, 2011 and 2010 the income from discontinued operations was comprised of the following:

 

     Three months ended
December 31,
     Nine months ended
December 31,
 

(In thousands)

   2011     2010      2011     2010  

Discontinued operations:

         

Net sales

   $ —        $ 158,325       $ 123,807      $ 376,907   

Income (loss) from operations of TSG

   $ —        $ 7,124       $ (1,781   $ 8,963   

(Loss) gain on sale of TSG

     (1,200     —           19,486        —     
  

 

 

   

 

 

    

 

 

   

 

 

 
     (1,200     7,124         17,705        8,963   

Income tax (benefit) expense

     (465     2,836         7,302        3,933   
  

 

 

   

 

 

    

 

 

   

 

 

 

(Loss) income from discontinued operations

   $ (735   $ 4,288       $ 10,403      $ 5,030