XML 97 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Discontinued Operations
12 Months Ended
Dec. 31, 2011
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations
 
On December 30, 2011, the Company sold substantially all of the assets of its Barnes Distribution Europe businesses (the "BDE" business) to Berner SE (the "Purchaser") in a cash transaction pursuant to the terms of a Share and Asset Purchase Agreement ("SPA") among the Company, the Purchaser, and their respective relevant subsidiaries dated November 17, 2011. The Company received gross proceeds of $33,358, which represents the initial stated purchase price, and yielded net cash proceeds of $22,492 after consideration of cash sold, transaction costs paid and closing adjustments. The final amount of proceeds from the sale of the BDE business is subject to post-closing adjustments that may be reflected in discontinued operations in 2012. As required by the terms of the SPA the Company was required to place €9,000 ($11,664) of the proceeds in escrow to be used for any settlement of general representation and warranty claims. The funds will be released from escrow on August 31, 2012 unless there are any then pending claims. Cash related to a pending claim will remain in escrow until a final determination of the claim has been made. The Company has recorded the $11,664 of restricted cash in prepaid and other current assets at December 31, 2011.

In the fourth quarter of 2011, upon approval of the sale of the BDE business by the Company's Board of Directors, the Company classified the business as “held for sale”. As a result, the Company allocated $17,200 of goodwill to the BDE business based on the relative fair values of those businesses within the Barnes Distribution reporting unit that were sold and retained, and evaluated goodwill for impairment based on this allocation. The Company recorded a goodwill impairment charge of $16,800 and transaction and employee transaction related costs of $8,248 that are included in the loss on the sale of the BDE business.

The following amounts related to the BDE business were derived from historical financial information. The amounts have been segregated from continuing operations and reported as discontinued operations within the consolidated financial statements:
 
2011
2010
2009
Net sales
$
111,105

$
104,582

$
110,806

Income/(loss) before income taxes
1,015

231

(3,014
)
Income taxes
(1,745
)
(931
)
(815
)
Loss from operations of discontinued businesses, net of income taxes
(730
)
(700
)
(3,829
)
 
 
 
 
Loss on transaction
(26,709
)


Income tax benefit on loss on sale
581



Loss on the sale of businesses
(26,128
)


 
 
 
 
Loss from discontinued operations, net of income taxes
$
(26,858
)
$
(700
)
$
(3,829
)