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DISCONTINUED OPERATIONS
9 Months Ended
Apr. 30, 2012
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS
On April 28, 2012, the Company entered into an asset purchase agreement (“APA”) to sell certain assets of its blood collection, filtration and processing product line (the “Product Line”) to Haemonetics Corporation (“Haemonetics”) for approximately $550,000. The transaction will involve the transfer of manufacturing facilities and equipment in Covina, California; Tijuana, Mexico; Ascoli, Italy and a portion of the Company’s operations in Fajardo, Puerto Rico. In addition to the manufacturing facilities and related equipment, the Company will transfer Product Line related inventory and intangible assets. Haemonetics will also assume certain employee-related liabilities. Upon closing, approximately 1,300 employees will transition to Haemonetics.
Separate from these manufacturing facilities, the Company will also transfer related blood media manufacturing capabilities and assets to Haemonetics. The transfer of the related media lines is expected to be completed by calendar year 2016. Until that time, the Company will provide these media products under a supply agreement. Under the terms of the APA, approximately $535,000 will be paid upon closing, with the balance of the purchase price payable upon the Company’s delivery of the aforementioned blood media manufacturing capability and related assets. Final determination of cash proceeds, gain on sale and tax impact are subject to working capital and certain other adjustments and final allocation of proceeds by jurisdiction. The transaction, which is expected to close at the beginning of the Company’s fiscal year 2013, is subject to certain closing conditions, regulatory approvals and labor-related notifications.
The Product Line, which was a component of the Company’s Life Sciences segment, met both the component and held for sale criteria during the third quarter of fiscal year 2012 and has been reported as a discontinued operation in the Company’s condensed consolidated financial statements. The Company did not allocate any portion of the Company’s interest expense to discontinued operations.
The key components of discontinued operations for the three and nine months ended April 30, 2012 were as follows:
 
 
Three Months Ended
 
Nine Months Ended
 
 
Apr 30, 2012
 
Apr 30, 2011
 
Apr 30, 2012
 
Apr 30, 2011
Net sales
 
$
57,180

 
$
56,016

 
$
169,493

 
$
162,038

 
 
 
 
 
 
 
 
 
Earnings from discontinued operations before income taxes
 
$
11,782

 
$
13,589

 
$
39,865

 
$
41,870

Provision for income taxes
 
3,802

 
4,278

 
11,999

 
12,778

Earnings from discontinued operations, net of income taxes
 
$
7,980

 
$
9,311

 
$
27,866

 
$
29,092

Included in earnings from discontinued operations before income taxes above are external costs of $3,336 and $3,993 for the three and nine months ended April 30, 2012, respectively, incurred in connection with the planned sale of the Product Line.
As of April 30, 2012 and July 31, 2011, the aggregate components of assets and liabilities classified as held for sale in the condensed consolidated balance sheet as of April 30, 2012 consisted of the following:
 
 
Apr 30, 2012
 
Jul 31, 2011
Inventory
 
$
40,651

 
$
37,125

Prepaid expenses and other current assets
 
1,806

 
2,698

Total current assets
 
$
42,457

 
$
39,823

 
 
 
 
 
Property, plant and equipment
 
$
61,623

 
$
64,567

Goodwill
 
22,018

 
19,261

Intangible assets
 
567

 
683

Other non-current assets
 
72

 
174

Total non-current assets
 
$
84,280

 
$
84,685

Total assets
 
$
126,737

 
$
124,508

 
 
 
 
 
Total liabilities
 
$
1,557

 
$
1,817