Discontinued Operations

12 Months Ended

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

The following businesses are classified as discontinued operations in the consolidated financial statements.

Arlon, LLC

On December 18, 2014, H&H Group and Bairnco entered into a stock purchase agreement to sell all of the issued and outstanding equity interests of Arlon, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Bairnco, and its subsidiaries (other than Arlon India (Pvt) Limited) for $157.0 million in cash, subject to a working capital adjustment and certain potential reductions as provided in the stock purchase agreement. The operations of Arlon, LLC comprised substantially all of the Company's former Arlon segment, which manufactures high performance materials for the printed circuit board industry and silicone rubber-based materials. The closing of the sale occurred in January 2015.

Continental Industries

In January 2013, the Company divested substantially all of the assets and existing operations of its Continental Industries, Inc. ("Continental") business unit for a cash sales price totaling approximately $37.4 million, less transaction fees, reflecting a working capital adjustment of approximately $0.1 million paid in the third quarter of 2013. Proceeds of $3.7 million were held in escrow as of December 31, 2013 pending resolution of certain indemnification provisions contained in the sales agreement and were included in other receivables on the consolidated balance sheet. This escrow balance was released and received by the Company in July 2014. Continental manufactured plastic and steel fittings and connectors for natural gas, propane and water distribution service lines, along with exothermic welding products for electrical grounding, cathodic protection and lightning protection. It was part of the Company's Building Materials segment.

Canfield Metal Coating Corporation

In June 2013, the Company divested substantially all of the assets and existing operations of its Canfield Metal Coating Corporation ("CMCC") business unit for a cash sales price totaling approximately $9.5 million, less transaction fees, reflecting a final working capital adjustment of approximately $0.5 million. CMCC manufactured electro-galvanized and painted cold rolled sheet steel products primarily for the construction, entry door, container and appliance industries. It was part of the Company's Building Materials segment.

Indiana Tube Mexico

In July 2013, the Company divested substantially all of the equipment owned or utilized by Indiana Tube de México, S. De R.L. de C.V. ("ITM") for the manufacture of refrigeration condensers for a cash sales price totaling $3.7 million, less transaction fees. ITM's operations were part of the Company's Tubing segment.

In connection with the shut-down of ITM's operations, the Company initiated a series of restructuring activities, which included the termination of all of ITM's employees and certain building lease termination costs. The total cost of these restructuring activities was $0.9 million. Payment for the majority of these costs occurred during the third quarter of 2013, and the remaining restructuring payments were completed by the end of 2013.

Indiana Tube Denmark

In 2008, the Company decided to exit the welded specialty tubing market in Europe and close its Indiana Tube Danmark A/S subsidiary ("ITD"). During 2009, ITD ceased operations and sold or disposed of its inventory and most of its equipment. ITD sold its facility for approximately $2.4 million in 2012, which included a note receivable for $0.8 million payable over a five year term. ITD was part of the Company's Tubing segment. The Company completed the final liquidation of ITD in July 2013 and recognized $2.6 million in foreign currency translation gains in earnings during the third quarter of 2013, which were previously reported in accumulated other comprehensive loss on the consolidated balance sheet.

The assets and liabilities of discontinued operations have been segregated on the consolidated balance sheets as of December 31, 2014 and 2013.

	December 31,
(in thousands)	2014		2013
Assets of Discontinued Operations:
Trade and other receivables, net	$	16,044	$	14,224
Inventories, net	8,294		6,580
Prepaid and other current assets	811		1,235
Property, plant and equipment, net	24,754		24,736
Goodwill	9,298		9,298
Other intangibles, net	10,472		12,007
Other non-current assets	—		64
Total assets of discontinued operations	$	69,673	$	68,144
Liabilities of Discontinued Operations:
Trade payables	$	6,252	$	5,870
Accrued liabilities	3,986		3,533
Accrued pension liability	1,794		1,165
Other liabilities	1,666		1,753
Total liabilities of discontinued operations	$	13,698	$	12,321

The net income from discontinued operations includes the following:

	Year Ended December 31,
(in thousands)	2014			2013			2012
Net sales	$	103,392		$	104,154		$	164,043
Operating income	16,423			9,188			18,388
Interest and other expense	(9		)	(141		)	(127		)
Tax provision	(6,479		)	(3,258		)	(6,025		)
Income from discontinued operations, net of tax	9,935			5,789			12,236
Gain on disposal of assets	71			27,573			21
Tax provision	(29		)	(12,674		)	—
Gain on disposal of assets, net of tax	42			14,899			21
Net income from discontinued operations	$	9,977		$	20,688		$	12,257