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Discontinued Operations
3 Months Ended
Mar. 31, 2016
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

3.  Discontinued Operations

During the second quarter of 2014, the Company’s Board of Directors approved the commencement of the sale process to divest its Lawn and Garden business to allow it to focus resources on its core growth platforms. The Lawn and Garden business served the North American horticulture market with plastic products such as seedling trays, nursery products, hanging baskets, custom print containers as well as decorative resin planters. The business was sold February 17, 2015 to an entity controlled by Wingate Partners V, L.P., a private equity firm, for $110.0 million, subject to a working capital adjustment. The sale of the Lawn & Garden business included manufacturing facilities and offices located in Twinsburg, Ohio; Middlefield, Ohio; Elyria, Ohio; Sparks, Nevada; Sebring, Florida; Brantford, Ontario; and Burlington, Ontario. The terms of the agreement include a $90.0 million cash payment, promissory notes totaling $20.0 million that mature in August 2020 with a 6% interest rate and approximately $8.6 million placed in escrow that is due to be settled by August 2016. The fair market value of the notes at February 17, 2015 was $17.8 million and is included in notes receivable in the accompanying Condensed Consolidated Statements of Financial Position (Unaudited), in which the carrying value represents the fair value at date of sale plus accretion as of March 31, 2016. The fair value of the notes receivable was calculated using level 2 inputs as defined in Note 1. A disagreement between the parties over the calculation of the final working capital adjustment was resolved by arbitration on March 9, 2016. As a result of the final ruling, the Company recorded an additional gain of $0.6 million, net of tax, in the fourth quarter of 2015. The final working capital adjustment resulted in a cash payment to the buyer of approximately $4.0 million in the first quarter of 2016. A gain on sale of $3.8 million, net of tax, was included in income (loss) from discontinued operations, net of income taxes in the accompanying Condensed Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2015.

Summarized selected financial information for the Lawn and Garden business for the three months ended March 31, 2016 and 2015 are presented in the following table:

 

 

 

For the Three Months Ended March 31,

 

 

 

2016

 

 

2015*

 

Net sales

 

$

 

 

$

29,335

 

Loss from discontinued operations before income taxes

 

$

 

 

$

(963

)

Income tax expense

 

 

 

 

 

254

 

Loss from discontinued operations

 

 

 

 

 

(1,217

)

Gain (loss) on sale of discontinued operations, inclusive of tax benefit of ($29) and

   ($2,191), respectively

 

 

(57

)

 

 

3,834

 

Income (loss) from discontinued operations, net of income taxes

 

$

(57

)

 

$

2,617

 

 

*

Includes Lawn and Garden operating results through February 17, 2015.