Discontinued Operations

9 Months Ended

Sep. 30, 2014

Discontinued Operations [Abstract]

Discontinued Operations

Note 2 – Discontinued Operations

On August 1, 2013, the Company announced that it completed the sale of substantially all of the assets of its Imperial Group ("Imperial") business to Imperial Group Manufacturing, Inc., a new company formed and capitalized by Wynnchurch Capital for total cash consideration of $30.0 million at closing, plus a contingent earn-out opportunity of up to $2.25 million.  The sale resulted in recognition of a $12.0 million loss for the year ended December 31, 2013, which was classified as discontinued operations.

Pursuant to the provisions of the purchase agreement, subject to certain limited exceptions, the purchaser purchased from Imperial all equipment, inventories, accounts receivable, deposits, prepaid expenses, intellectual property, contracts, real property interests, transferable permits and other intangibles related to the business and assumed Imperial's trade and vendor accounts payable and performance obligations under those contracts included in the purchased assets.  The real property interests acquired by the purchaser include ownership of three plants located in Decatur, Texas, Dublin, Virginia and Chehalis, Washington and a leasehold interest in a plant located in Denton, Texas.  Imperial retained ownership of its real property located in Portland, Tennessee and included a $2.5 million impairment charge for this property in the loss on sale.   The Company leased such property to the purchaser under a two-year lease, with the option to renew the lease for one additional year and the right to terminate this lease upon six-months advance notice.  Rent under the lease is fixed at $75,000 per year.  Imperial Group Manufacturing has provided a lease termination notice, and the Portland, Tennessee lease ended on November 1, 2014.

The Company has reclassified certain operating results and the loss on sale transactions for Imperial Group L.P. to Discontinued Operations. The Company also recognized $2.0 million in earnout in the 3 months ended September 30, 2013 in connection with the sale of its Fabco operating unit in September, 2011

The following table presents sales and income attributable to Discontinued Operations.

	Three Months Ended September 30,								Nine Months Ended September 30,
(In thousands)	2014				2013				2014				2013
Net sales		$	—			$	10,115			$	—			$	70,965
Loss from operations			(10	)			(235	)			(31	)			(1,686	)
Other income (expense)			(96	)			(9,985	)			(177	)			(9,985	)
Discontinued Operations		$	(106	)		$	(10,220	)		$	(208	)		$	(11,671	)