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Discontinued Operations
6 Months Ended
Jun. 30, 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. The escrow was scheduled to settle by August 2016, but will be extended until indemnification claims are resolved, as described in Note 9.  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 June 30, 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 on March 9, 2016. As a result, 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 six months ended June 30, 2015.

Summarized selected financial information for the Lawn and Garden business for the three and six months ended June 30, 2016 and 2015 are presented in the following table:

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2016

 

 

2015*

 

 

2016

 

 

2015*

 

Net sales

 

$

 

 

$

 

 

$

 

 

$

29,335

 

Loss from discontinued operations before income taxes

 

$

 

 

$

 

 

$

 

 

$

(963

)

Income tax expense (benefit)

 

 

 

 

 

(563

)

 

 

 

 

 

(309

)

Income (loss) from discontinued operations

 

 

 

 

 

563

 

 

 

 

 

 

(654

)

Gain (loss) on sale of discontinued operations, inclusive of tax

   provision (benefit) of $161 and ($47) for the three months ended

   June 30, 2016 and 2015, respectively and $132 and ($2,238) for the

   six months ended June 30, 2016 and 2015, respectively

 

 

(190

)

 

 

(69

)

 

 

(247

)

 

 

3,765

 

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

 

$

(190

)

 

$

494

 

 

$

(247

)

 

$

3,111

 

 

*

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