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Discontinued Operations
 9 Months Ended
Sep. 30, 2012
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations
 
On December 30, 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 loss on the transaction for the period ended September 30, 2012 includes certain additional transaction costs and post closing adjustments.

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 ($4,900) plus interest was released whereas €5,100 ($6,586 at September 30, 2012) plus interest remains in escrow. The Company objected to the retention of the escrow and expects to prevail in this matter. The Company has recorded the restricted cash in prepaid expenses and other current assets at September 30, 2012 and December 31, 2011.

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:

 
Three months ended September 30,
 
Nine months ended September 30,
 
2012
 
2011
 
2012
 
2011
Net sales
$
—

 
$
26,751

 
$
—

 
$
86,028

Loss before income taxes
(2,234
)
 
(191
)
 
(2,234
)
 
(742
)
Income tax expense
—

 
(744
)
 
—

 
(1,048
)
Loss from operations of discontinued businesses, net of income taxes
(2,234
)
 
(935
)
 
(2,234
)
 
(1,790
)
Loss on transaction
(21
)
 
(1,145
)
 
(788
)
 
(2,215
)
Income tax benefit on loss on sale
6

 
434

 
39

 
840

Loss on the sale of businesses
(15
)
 
(711
)
 
(749
)
 
(1,375
)
Loss from discontinued operations, net of income taxes
$
(2,249
)
 
$
(1,646
)
 
$
(2,983
)
 
$
(3,165
)


The loss from operations of discontinued businesses is primarily due to adjustments to retained liabilities.