Discontinued Operations

12 Months Ended

Dec. 31, 2012

Discontinued Operations [Abstract]

Discontinued Operations

2. Discontinued Operations

In October, 2011 we entered into a contract to sell the assets and liabilities of our Albany Door Systems business to Assa Abloy AB for $130 million. Closing on the transaction occurred on January 11, 2012, and the Company recorded a pre-tax gain of $57.4 million as a result of that sale. Additionally, in March 2012 we agreed with the purchaser on certain post-closing adjustments and in April 2012, we received a payment of $5.0 million to reflect that agreement. Under the terms of the contract, Assa Abloy AB acquired our equity ownership of Albany Doors Systems GmbH in Germany, Albany Door Systems AB in Sweden, and other affiliates in Germany, France, the Netherlands, Turkey, Poland, Belgium, New Zealand, and other countries, as well as the remaining business assets, most of which were located in the United States, Australia, China, and Italy. In the second quarter of 2012, the purchaser completed certain legal registration activities in China, allowing the parties to complete the transfer of assets and liabilities of the business in that country.

The initial purchase price of $130 million included $13 million to be paid in July 2013. We recorded the value of that consideration on a present value basis and, as of December 31, 2012, we had a receivable of $12.8 million included in Accounts receivable.

In May 2012, we announced an agreement to sell our PrimaLoft^® Products business and that transaction closed on June 29, 2012. Under the terms of the agreement, the purchaser acquired all of the assets of that business, which were located in the United States, Italy and Germany. The purchase of $38.0 million included $3.8 million held in escrow accounts, and which is expected to be received in 2013. The Company recorded a pre-tax gain of $34.9 million as result of that sale.

We have provided customary representations and warranties in the sale of both of these businesses but we do not expect any material negative financial consequence will result from these arrangements. In accordance with the applicable accounting guidance for discontinued businesses, the associated results of operations and financial position are reported separately in the accompanying Consolidated Statements of Income and Balance Sheets. Cash flows of the discontinued operation were combined with cash flows from continuing operations in the Consolidated Statements of Cash Flows.

The table below summarizes operating results of the discontinued operations:

(in thousands)	2012	2011	2010
Net sales	$19,774	$211,551	$171,469
Income from operations of discontinued business before tax	4,776	24,101	16,073
Gain on disposition of discontinued operations	92,296	-	-
Income tax expense	25,252	10,429	5,860

Income tax expense includes a charge of $5.4 million in 2012 and $2.6 million in 2011 pertaining to cash repatriations that occurred in 2012 as a result of the sale of the Albany Doors business.

The table below summarizes major categories of assets and liabilities for the discontinued businesses:

	December 31,
(in thousands)	2011
Assets of Discontinued Operations:
Cash	$	13,545
Accounts receivable, net of allowance for doubtful accounts		36,458
Inventories		16,507
Property, plant and equipment, net		6,907
Goodwill and intangibles		39,227
Other current and noncurrent assets		5,174
Total assets of discontinued operation	$	117,818
Liabilities of Discontinued Operations:
Accounts payable	$	9,255
Accrued liabilities		11,428
Other current liabilities		1,763
Liabilities for defined benefit pension plans		9,513
Other noncurrent liabilties		4,604
Total liabilities of discontinued operation	$	36,563