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DISCONTINUED OPERATIONS
 9 Months Ended
Sep. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS

On September 8, 2015, we entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Edge BioSystems, Inc. (“Buyer”), pursuant to which we agreed to sell to Buyer, and Buyer agreed to purchase from us, our manufacturing, marketing and selling of high quality polymer and silica based beads and resin and chromatography columns business (collectively, the “Columns Business”). The Columns Business was part of our former segment, Genetic Assays and Platforms. Pursuant to the Asset Purchase Agreement, Buyer acquired substantially all of the assets used solely in connection with the Columns Business and assumed certain liabilities of the Columns Business for a total cash purchase price of approximately $2.1 million (the “Asset Sale”), which was paid on September 8, 2015 upon the closing of the Asset Sale. During the three and nine months ended September 30, 2015, we recorded a gain on the sale of the Columns Business of $1.5 million.

On September 25, 2015, we entered into a binding term sheet with ADSTEC Corporation (“ADSTEC”), effective as of September 30, 2015, to set forth the terms and conditions by which ADSTEC will purchase from us certain of the assets constituting, and assume certain of the liabilities related to the remainder of our Genetic Assays and Platforms business, including certain of our inventory and our facilities located in Glasgow, Scotland and Irvington Road, Omaha, Nebraska, for a purchase price of approximately $0.3 million, subject to adjustment in certain circumstances (collectively, the “Transaction”). We anticipate that definitive agreements relating to the Transaction will be entered into during the fourth quarter of 2015. The final terms of the Transaction are subject to the negotiation and finalization of the definitive agreements relating to the Transaction, and the material terms of the Transaction may differ from those set forth in the binding term sheet.
Together, the Asset Sale and the Transaction represent the divestiture of our Genetic Assays and Platforms business resulting in a strategic shift that will have a major effect on our operations and financial results. Therefore, the divested and to be divested operations of our Genetic Assays and Platforms business meet the criteria to be reported as discontinued operations. The related assets, liabilities, results of operations and cash flows are classified as assets held for sale, liabilities held for sale and discontinued operations for all periods presented.
Results of the discontinued operations consisted of the following:
 
Three months ended September 30,
 
Nine months ended September 30,
(in thousands)
2015
 
2014
 
2015
 
2014
Net sales
$
1,877

 
$
2,308

 
$
5,720

 
$
7,792

Cost of goods sold
1,452

 
1,810

 
4,623

 
5,394

Gross profit
425

 
498

 
1,097

 
2,398

Selling, general and administrative expense
493

 
518

 
1,453

 
1,577

Operating (loss) income from discontinued operations
(68
)
 
(20
)
 
(356
)
 
821

Gain on sale of product line
1,532

 
4,114

 
1,532

 
4,114

Income from discontinued operations before income taxes
1,464

 
4,094

 
1,176

 
4,935

Income tax expense
530

 
1,430

 
598

 
1,675

Income from discontinued operations
$
934

 
$
2,664

 
$
578

 
$
3,260


The $1.5 million of gain on sale of product line for the three and nine months ended September 30, 2015 is a result of the sale of the Columns Business in September 2015. The $4.1 million of gain on sale of product line for the three and nine months ended September 30, 2014 is a result of the sale of our Surveyor technology, which was reported within the prior period Genetic Assays and Platforms segment results, in July 2014. We anticipate that we will record a loss on sale once we complete the sale of the remaining assets of the Genetic Assays and Platforms business, which is expected to close during the fourth quarter of 2015.






Assets and liabilities of the discontinued operations are classified as assets held for sale and liabilities held for sale in the condensed consolidated balance sheets and consisted of the following:
 
Dollars in Thousands
 
September 30,
2015
 
December 31,
2014
ASSETS
 
 
 
Accounts receivable, net
$
1,086

 
$
2,238

Inventory, net
2,201

 
3,005

Other current assets
146

 
141

Total current assets
3,433

 
5,384

Property and equipment, net
67

 
124

Other assets
31

 
91

Total Assets
$
3,531

 
$
5,599

 
 
 
 
LIABILITIES
 
 
 
Accounts payable
$
560

 
$
973

Accrued compensation
374

 
447

Accrued expenses
238

 
255

Deferred revenue
682

 
737

Total current liabilities
1,854

 
2,412

Other liabilities
148

 
142

Total Liabilities
$
2,002

 
$
2,554