Discontinued Operations

3 Months Ended

Mar. 31, 2013

Discontinued Operation, Additional Disclosures [Abstract]

Discontinued Operations

Discontinued Operations:

Service Experts

On March 22, 2013, the Company sold its Service Experts business to a majority-owned entity of American Capital, Ltd. (the "Buyer"), in an all cash transaction, for proceeds of $10.4 million. The proceeds include a determinable working capital adjustment of $3.8 million to be received in the second quarter of 2013 and exclude transaction costs.

A summary of net trade sales, pre-tax operating losses and other supplemental information for our Service Experts business is detailed below (in millions):

	For the Three Months Ended March 31,
	2013			2012
Net trade sales(1)	$	73.5		$	81.9
Pre-tax operating income (loss) (1)(2)	(15.1		)	(14.3		)
Gain on sale of business	1.7			—

⁽¹⁾ Excludes eliminations of intercompany sales and any associated profit.

⁽²⁾ Pre-tax operating loss for the three months ended March 31, 2013 includes $2.3 million in retention bonus and severance costs and $0.2 million in stock-based compensation expense.

The assets and liabilities of the Service Experts business include the following in the accompanying Consolidated Balance Sheets (in millions):

	As of March 31, 2013		As of December 31, 2012
Assets of discontinued operations:
Accounts receivable, net	$	—	$	11.2
Inventories, net	—		4.8
Property, plant and equipment, net	—		3.6
Goodwill and intangible assets, net (1)	—		66.2
Deferred income taxes	—		5.5
Other assets	—		7.3
Liabilities of discontinued operations:
Accounts payable	$	—	$	16.7
Accrued expenses	—		38.5

⁽¹⁾ Goodwill was $66.0 million as of December 31, 2012 and included accumulated impairment charges of $228.5 million, of which $208.0 million was from years prior to 2012 and $20.5 million was from 2012. No impairments were recorded in 2013, and all goodwill was eliminated on March 22, 2013 as a result of the sale of the business.

Hearth

In April 2012, the Company sold its Hearth business to Comvest Investment Partners IV, in an all cash transaction, for net proceeds of $10.1 million, excluding the transaction costs and cash transferred with the business.

A summary of net trade sales and pre-tax operating losses for our Hearth business is detailed below (in millions):

	For the Three Months Ended March 31,
	2013		2012
Net trade sales	$	—	$	18.6
Pre-tax operating income (loss)(1)	0.1		(8.5		)

⁽¹⁾  Pre-tax operating loss includes a $6.3 million first quarter 2012 pre-tax charge for the write-down of net assets to their estimated fair value.

There were no assets and liabilities related to the Hearth business included in the accompanying Consolidated Balance Sheets as of March 31, 2013 or December 31, 2012.