AMERISOURCEBERGEN CORP | 2013 | FY | 3


Note 3.  Discontinued Operations

 

In May 2013, the Company completed the divestiture of its packaging and clinical trials services business, AndersonBrecon (“AB”), and completed the divestiture of AmerisourceBergen Canada Corporation (“ABCC”). The Company has classified AB and ABCC's assets and liabilities as held for sale in the accompanying fiscal 2012 consolidated balance sheet and classified AB and ABCC's operating results, net of tax, as discontinued operations in the accompanying consolidated statements of operations for all periods presented. Prior to being classified within discontinued operations, AB was included in Other and ABCC was included in Pharmaceutical Distribution for segment reporting. AB and ABCC's revenue and (loss) income before income taxes were as follows:

 

   Fiscal Year Ended September 30,
  (in thousands) 2013 2012 2011
 Revenue $ 1,181,231 $ 1,639,684 $ 1,521,899
 (Loss) income before income taxes $ (50,090) $ (37,534) $ 12,652

The loss before income taxes in the fiscal year ended September 30, 2013 includes an ABCC goodwill impairment charge of $26.9 million and a $143.7 million loss on the sale of ABCC. The loss is net of a $114.1 million gain on the sale of AB.

The gain on the sale of AB and the loss on the sale of ABCC include the reclassification of $9.3 million of cumulative foreign currency translation losses previously included within accumulated other comprehensive income. The tax loss on the sale of ABCC more than offsets the tax gain on the sale of AB. There is no impact on income tax expense, as a valuation allowance on the excess capital tax loss was recorded.

The Company sold AB for $306.5 million, net of a final purchase price working capital adjustment, and sold ABCC for $67.9 million, including a C$50.0 million note due from the buyer, with interest accruing at 3% annually, and scheduled monthly payments to be made over a seven-year term that commenced in June 2013. The Company entered into a foreign currency denominated contract to hedge the foreign currency exchange risk associated with the Canadian Note. The ABCC divestiture continues to be subject to a final purchase price working capital adjustment.

The following table summarizes the assets and liabilities of AB and ABCC when they were classified as held for sale (in thousands):

   September 30,
   2012
 Assets:  
  Accounts receivable $ 187,179
  Merchandise inventories 249,463
  Property and equipment, net 131,907
  Goodwill and other intangible assets 85,163
  Other assets 9,141
 Assets held for sale 662,853
 Liabilities:  
  Accounts payable 152,110
  Accrued expenses and other 16,554
  Other liabilities 71,042
 Liabilities held for sale 239,706
 Net assets $ 423,147

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