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Discontinued Operations/Divestitures
3 Months Ended
Sep. 30, 2012
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

2. Discontinued Operations/Divestitures:

 

The Company’s discontinued operations in fiscal 2012 consisted of Era Systems LLC, or Era, and Global Clinical Development, or GCD. Additionally, the Company sold its secure voice solution for smartphone devices, One Vault Voice, or OVV, in fiscal 2012. The Company has not reported any discontinued operations or divested any businesses in fiscal 2013.

 

Era Systems LLC (formerly Era Systems Corporation)

  

On November 21, 2011, the Company sold the foreign air traffic management and military and security component of its Era business for approximately $13.3 million in cash. The Company incurred $2.8 million of costs to dispose of the business, including severance. As the carrying value of Era was adjusted to the fair value less costs to sell in purchase accounting, the transaction did not result in any gain or loss on sale. While the purchase price is not subject to adjustment based on a final net working capital calculation, the Company agreed to certain customary indemnification obligations subject to limitations. The general indemnification period expires in November 2012; however, fraud and tax indemnifications last longer.

 

The results of operations for the Era business are included in discontinued operations.  For the period from July 1, 2011 through July 20, 2011 and the period from July 21, 2011 through September 30, 2011, Era contributed net losses of $1.3 million and $1.6 million, respectively. As of June 30, 2012, less than $0.1 million of net assets remained related to Era. As of September 30, 2012, no net assets remained related to Era.

 

Global Clinical Development

 

On September 30, 2011, the Company sold its contract research organization, GCD. This transaction did not result in any gain or loss on sale as the carrying value of GCD was adjusted to the fair value less costs to sell in the purchase price allocation. The general indemnification period expired in September 2012; however, fraud and tax indemnifications last longer.

 

The results of operations for the GCD business are included in discontinued operations. For the period from July 1, 2011 through July 20, 2011 and the period from July 21, 2011 through September 30, 2011, GCD contributed net income of $0.2 million and less than $0.1 million, respectively. As of June 30, 2012, approximately $0.2 million of net assets remained related to GCD. As of September 30, 2012, no net assets remained related to GCD.

 

One Vault Voice

 

On December 15, 2011, the Company sold OVV to KoolSpan, Inc. for a $2.8 million promissory note and a 7% equity interest in KoolSpan. The fair value of the promissory note and equity interest received was deemed to be zero. Income will be recognized if and when any amounts are received by the Company. As of September 30, 2012, no amounts related to the sale have been received.