Annual report pursuant to Section 13 and 15(d)

Discontinued Operations

v3.3.1.900
Discontinued Operations
 12 Months Ended
Dec. 31, 2015
Discontinued Operations

17. Discontinued Operations

As of December 31, 2015, we no longer have assets or liabilities associated with discontinued operations. As of December 31, 2014 we had inventory of $0.3 million and other current assets of $0.3 million.

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)

    2015      2014      2013  

Net revenue

    $ —        $ 2,516       $ 53,539   
  

 

 

     

 

 

     

 

 

  

(Loss) income from operations before income taxes (a)

      (12,103 )       (3,477 )       2,386   

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

      —          —          (1,776 ) 

Income tax benefit (expense)

      —          150         (209 ) 
  

 

 

     

 

 

     

 

 

  

Income from operations of discontinued operations

      (12,103 )       (3,327 )       401   
  

 

 

     

 

 

     

 

 

  

Gain (loss) on disposal of discontinued operations:

         

Gain on sale of GVE before income taxes (c)

      —          —          5,622   

Impairment of DRTV before income taxes (c)

      —          —          (9,481 ) 

Income tax benefit

      —          —          1,463   
  

 

 

     

 

 

     

 

 

  

Loss from disposal of discontinued operations

      —          —          (2,396 ) 
  

 

 

     

 

 

     

 

 

  

(Loss) income from discontinued operations

    $ (12,103 )     $ (3,327 )     $ (1,995 ) 
  

 

 

     

 

 

     

 

 

  

 

(a) We recorded non-cash and cash charges of $12.1 million and $3.3 million during 2015 and 2014, respectively, associated with the legal dispute and settlement with Cinedigm.
(b) 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, and the balance of these amounts was paid in 2014.
(c) 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.

GVE

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. After the sale was consummated, we continued providing extensive administrative and accounting services to the buyer through May 2014. We have not provided any significant services since that time. As discussed in Note 9, Commitments and Contingencies, we have been involved in legal disputes with Cinedigm associated with the sale, which were settled during 2015. All the associated legal and settlement costs have been reported in discontinued operations.

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.

In conjunction with the sale of GVE, we paid in full the outstanding balance owed under a Revolving Credit and Security Agreement (the “PNC Credit Agreement”) with PNC Bank, N.A. (“PNC”), of $19.6 million (inclusive of principal and interest and other fees), and terminated the underlying PNC Credit Agreement. We also paid an early termination fee of $0.4 million. 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.

DRTV

During the fourth quarter of 2013, we also 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.