Discontinued Operations

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

Barnes Distribution North America

In April 2013, the Company completed the sale of BDNA to MSC pursuant to the terms of the Asset Purchase Agreement between the Company and MSC. The total cash consideration received for BDNA was $537,761, net of transaction costs and closing adjustments paid. The net after-tax proceeds were $419,136 after consideration of certain post closing adjustments, transaction costs and income taxes. The Company made estimated income tax payments of $130,004 related to the gain on sale during 2013 and recorded an income tax receivable of $12,608 in the Consolidated Balance Sheet as of December 31, 2013. The Company has since elected to apply the income tax receivable to future tax filings.

Barnes Distribution Europe

In December 2011, the Company sold substantially all of the assets of its 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 was subject to post-closing adjustments that were reflected in discontinued operations in periods subsequent to the disposition. The income from operations of discontinued businesses for 2013 includes a final settlement of a retained liability related to BDE.

As required by the terms of the SPA, the Company was required to place €9,000 of the proceeds in escrow to be used for any settlement of general representation and warranty claims. Absent a breach of warranty claim, the funds would be released from escrow on August 31, 2012 unless there were any then pending claims. Cash related to a pending claim would remain in escrow until a final determination of the claim had been made. On August 17, 2012, the Purchaser provided a notice of breach of various warranties to the Company.  The Company rejected the Purchaser's notice and demanded release of the full escrow effective August 31, 2012.  The Purchaser refused to release the full escrow, and only €3,900 plus interest was released whereas €5,100 plus interest remained in escrow. The cash was restricted and recorded in other assets at December 31, 2013. The Company settled the pending claim on September 24, 2014 and entered into an agreement to pay the Purchaser €1,250 of the proceeds that were held in escrow. The losses from discontinued operations for the year ended December 31, 2014 include this €1,250 ($1,586) reduction in proceeds from the sale of the business. The remaining funds of €3,850 were no longer restricted within escrow effective September 24, 2014 and were subsequently released from escrow on October 6, 2014.

The below amounts related to BDNA and 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. In 2014, the Company recorded a net after-tax loss on the sale of businesses of $1,987 resulting primarily from the reduction to the BDE escrow proceeds of €1,250, as discussed above. In 2013, the Company recorded a net after-tax gain of $195,317 on the sale of BDNA, net of transaction-related costs of $9,749, whereas pre-tax income from the discontinued operations at BDNA was $6,345. In 2012, the Company recorded income of $15,419 from discontinued operations which included $29,384 of pre-tax income provided by the operations of BDNA, partially offset by the adjustment of a retained liability related to BDE, $10,831 of tax expense and an $886 pre-tax loss on transaction.

	2014			2013		2012
Net sales	$	—		$	93,173	$	301,179
(Loss) income before income taxes	(270		)	5,248		27,136
Income tax (benefit) expense	(86		)	2,359		10,918
(Loss) income from operations of discontinued businesses, net of income taxes	(184		)	2,889		16,218
(Loss) gain on transaction	(1,586		)	313,708		(886		)
Income tax expense (benefit) on sale	401			118,391		(87		)
(Loss) gain on the sale of businesses, net of income taxes	(1,987		)	195,317		(799		)
(Loss) income from discontinued operations, net of income taxes	$	(2,171	)	$	198,206	$	15,419