Discontinued Operations

9 Months Ended

Sep. 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 and 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, which is reflected as restricted cash in the Consolidated Statements of Financial Position (Unaudited). The escrow was scheduled to settle by August 2016, but has been 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 September 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 nine months ended September 30, 2015.

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2016			2015*			2016			2015*
Net sales	$	—		$	—		$	—		$	29,335
Loss from discontinued operations before income taxes	$	—		$	(251	)	$	—		$	(1,214	)
Income tax expense (benefit)		—			47			—			(262	)
Income (loss) from discontinued operations		—			(298	)		—			(952	)
Gain (loss) on sale of discontinued operations, inclusive of tax    provision (benefit) of ($35) for the three months ended    September 30, 2016 and $97 and ($2,206) for the    nine months ended September 30, 2016 and 2015, respectively		(10	)		—			(257	)		3,765
Income (loss) from discontinued operations, net of income taxes	$	(10	)	$	(298	)	$	(257	)	$	2,813

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