Annual report pursuant to Section 13 and 15(d)

Discontinued Operations

v2.4.1.9
Discontinued Operations
 12 Months Ended
Dec. 31, 2014
Discontinued Operations

15. Discontinued Operations

On October 21, 2013, we consummated the sale of GVE Newco, LLC (“GVE”), a wholly-owned subsidiary representing our non-Gaiam-branded entertainment media business, to Cinedigm for $51.7 million, comprised of cash, stock and other assets and liabilities. The sale was subject to customary adjustments, including a post-closing working capital adjustment, which is currently in dispute as discussed on previous pages. After the sale was consummated, we continued providing extensive administrative and accounting services to the buyer through May 2014. Since May 2014, our services have been limited to collection of outstanding receivables on their behalf.

During the fourth quarter of 2013, we discontinued our DRTV operations. In connection with these discontinued operations, we recognized certain exit activity and asset impairment charges. Accordingly, the assets and liabilities, operating results, and cash flows for these businesses, and their related exit activity and asset impairment charges, are presented as discontinued operations in our financial statements and footnotes presented herein.

During 2014, the Class A shares of Cinedigm’s common stock which we received in the GVE sale increased in value and were sold. The unrealized gains were reflected in ‘accumulated other comprehensive income’ prior to the sale, and were reclassified into ‘gain on sale of investments’ in the accompanying consolidated statements of operations after the sale.

The major components of assets and liabilities of our discontinued operations were as follows:

 

     December 31,  

(in thousands)

    2014      2013  

Current assets:

      

Accounts receivable, net

    $ —         $ 835   

Inventory, less allowances

      282         818   

Other current assets

      300         236   
  

 

 

     

 

 

  

Total current assets

 $ 582    $ 1,889   
  

 

 

     

 

 

  

Current liabilities:

Accounts payable

 $ —      $ 1,121   

Accrued liabilities

   —        475   
  

 

 

     

 

 

  

Total current liabilities

 $ —      $ 1,596   
  

 

 

     

 

 

  

With regards to our DRTV discontinued operations, we commenced wind-down activities in December 2013, and we expect to sell the remaining assets in the near term. The expected proceeds from the disposition of this business unit are not expected to be material.

On July 31, 2012, each of our subsidiaries Gaiam Americas, Inc., SPRI Products, Inc., GT Direct, Inc., and Gaiam Vivendi Entertainment (collectively the “Borrowers”) entered into a Revolving Credit and Security Agreement (the “PNC Credit Agreement”) with PNC Bank, N.A. (“PNC”), for the use and benefit of GVE’s operations, which were subsequently discontinued. Borrowings were secured by a pledge of the Borrowers’ assets. The PNC Credit Agreement provided for a revolving line of credit of up to $35 million, subject to borrowing base and related limitations. Subject to certain limitations, the principal amount of the revolving loan was due and payable on the earlier of July 30, 2015 or upon the termination of the PNC Credit Agreement.

On October 21, 2013, the Borrowers paid in full the outstanding balance owed to PNC of $19,621,941 (inclusive of principal and interest and other fees), and terminated the underlying PNC Credit Agreement. The Borrowers also paid an early termination fee of $350,000. Upon termination, PNC released all liens granted in its favor on the collateral pledged under the PNC Credit Agreement. All interest charges under the PNC Credit Agreement have been allocated to discontinued operations.

The income from discontinued operations amounts as reported on our consolidated statements of operations were comprised of the following amounts:

 

     Years Ended December 31,  

(in thousands)

    2014      2013      2012  

Net revenue

    $ 2,516       $ 53,539       $ 75,232   
  

 

 

     

 

 

     

 

 

  

(Loss) income from operations before income taxes

   (3,477 )    2,386      10,417   

Exit activity and asset impairment charges before income taxes (a)

   —        (1,776 )    —     

Income tax benefit (expense)

   150      (209 )    (3,769 ) 
  

 

 

     

 

 

     

 

 

  

Income from operations of discontinued operations

   (3,327 )    401      6,648   
  

 

 

     

 

 

     

 

 

  

Gain (loss) on disposal of discontinued operations:

Gain on sale of GVE before income taxes (b)

   —        5,622      —     

Impairment of DRTV before income taxes (b)

   —        (9,481 )    —     

Income tax benefit

   —        1,463      —     
  

 

 

     

 

 

     

 

 

  

Loss from disposal of discontinued operations

   —        (2,396 )    —     
  

 

 

     

 

 

     

 

 

  

(Loss) income from discontinued operations.

 $ (3,327 )  $ (1,995 )  $ 6,648   
  

 

 

     

 

 

     

 

 

  

 

(a) In direct conjunction with the discontinuing of our GVE and DRTV operations, during 2013 we recognized exit activity charges of $0.8 million for employee termination benefits and $1.0 million for non-cancellable facility leases, of which $0.3 million had been paid as of December 31, 2013, the balance of these amounts was paid in 2014.
(b) As a direct result of the discontinuance of our GVE and DRTV operations, we recognized impairment charges of $2.5 million for inventory, $3.8 million for deferred advertising costs, $0.8 million for advances, $0.4 million for property and equipment, $2.1 million for media library, $6.7 million for goodwill, and $3.5 million for other intangibles.