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Discontinued Operations (Notes)
12 Months Ended
Dec. 31, 2014
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations
Discontinued Operations

On June 20, 2014, the Company completed the sale of the assets and associated liabilities of its wholly-owned subsidiaries WEK Industries, Inc. and Whiteridge Plastics LLC (collectively “WEK”) for approximately $20.7 million, which includes a working capital adjustment of approximately $0.8 million. Of the total proceeds from the sale of WEK, approximately $1.0 million are held in escrow to be received in December 2015. The Company recorded a gain on the sale of WEK of approximately $3.0 million, net of tax of $1.6 million. WEK is a premier blow molder of custom engineered plastic components for the heavy truck, recreational vehicle, marine, appliance and consumer products industries. WEK was previously reported as part of our former Engineered Products Segment.

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 serves 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 million, subject to a working capital adjustment. The sale of the Lawn & Garden business includes 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 million cash payment and a $20 million five year note.

Since the second quarter of 2014, the Lawn and Garden business met the held-for-sale criteria under the requirements of ASC 360. Accordingly, at December 31, 2014 and 2013, the Company has classified and accounted for the assets and liabilities of the Lawn and Garden business and WEK, for periods prior to the sale, as held for sale in the accompanying Consolidated Statements of Financial Position and their operating results, net of tax, as discontinued operations in the accompanying Consolidated Statements of Operations for all periods presented. In addition, the Company performed a fair value assessment of the Lawn and Garden business. The fair value, determined as sales price less cost to sell the business, was less than its carrying value at December 31, 2014, resulting in an $18.9 million impairment charge reported as discontinued operations in the Consolidated Statements of Operations.
Summarized selected financial information for the Lawn and Garden business and WEK for the years ended December 31, 2014, 2013 and 2012 are presented in the following table:
 
 
Year Ended
 
 
December 31,
 
 
2014*
 
2013
 
2012
Net sales
 
$
204,716

 
$
240,477

 
$
245,616

Income (loss) from discontinued operations before income taxes
 
$
(30,038
)
 
$
(394
)
 
5,145

Income tax expense (benefit)
 
(9,408
)
 
46

 
1,690

Income (loss) from discontinued operations
 
(20,630
)
 
(440
)
 
3,455

Net gain on sale of discontinued operations, net of tax of $1.6 million
 
2,988

 

 

Income (loss) from discontinued operations
 
$
(17,642
)
 
$
(440
)
 
3,455

 
 
 
 
 
 
 
* Includes WEK operating results through June 20, 2014.







The assets and liabilities of discontinued operations are stated separately as of December 31, 2014 and 2013, respectively, in the Consolidated Statements of Financial Position and are comprised of the following items:
 
 
Year Ended December 31,
 
 
2014
 
2013
Assets
 
 
 
 
Accounts receivable-net
 
$
29,794

 
$
37,527

Inventories
 
50,951

 
53,401

Prepaid expenses and other current assets
 
1,709

 
1,832

Goodwill
 
9,107

 
9,567

Patents and other intangible assets, net
 
6,030

 
6,860

Property, plant and equipment, net
 
38,168

 
51,028

Net asset impairment
 
(18,858
)
*

Other
 
874

 
353

Total Assets Held for Sale
 
$
117,775

 
$
160,568

 
 
 
 
 
Liabilities
 
 
 
 
 Accounts payable
 
$
22,239

 
$
29,366

 Accrued expenses and other liabilities
 
4,883

 
18,503

Total Liabilities Held for Sale
 
$
27,122

 
$
47,869


*Impairment includes $8.3 million of cumulative translation credit adjustment associated with the Lawn and Garden group.

The Lawn and Garden business restructuring plan, announced in July 2013, detailed the closure of two manufacturing plants: one in Brantford, Ontario and the second in Waco, Texas. The restructuring actions included closure, relocation and employee related costs. Through December 31, 2014, the Lawn and Garden business has incurred approximately $14.5 million of charges under its restructuring plan. Restructuring actions under the plan have been completed.

Restructuring charges related to discontinued operations for the year ended 2014, 2013 and 2012 are presented in the following table:
 
Year Ended
December 31,
 
2014
 
2013*
 
2012*
Severance and personnel
$
1,743

 
$
2,614

 
$
487

Other exit costs
3,762

 
6,189

 
1,198

Total
$
5,505

 
$
8,803

 
$
1,685


*Includes WEK restructuring charges of $0.2 million and $1.2 million in 2013 and 2012, respectively.