Discontinued Operations

9 Months Ended

Sep. 30, 2021

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

ote C — Discontinued Operations

Sale of Liberty

On July 16, 2021, the LLC, as majority stockholder of Liberty Safe Holding Corporation and as sellers representative, entered into a definitive Stock Purchase Agreement (the “Liberty Purchase Agreement”) with Independence Buyer, Inc. (“Liberty Buyer”), Liberty and the other holders of stock and options of Liberty to sell to Liberty Buyer all of the issued and outstanding securities of Liberty, the parent company of the operating entity, Liberty Safe and Security Products, Inc.

On August 3, 2021, Liberty Buyer and the LLC, as sellers representative, entered into the Amendment to Stock Purchase Agreement (the “Amendment”) which amended the Liberty Purchase Agreement to, among other things, provide that, immediately prior to the closing, certain investors in Liberty will, instead of selling all of the shares of Liberty owned by them to Liberty Buyer, contribute a portion of such shares (the “Rollover Shares”) to an indirect parent company of Liberty Buyer in exchange for equity securities of such entity.

On August 3, 2021, Liberty Buyer completed the acquisition of all the issued and outstanding securities of Liberty (other than the Rollover Shares) pursuant to the Liberty Purchase Agreement and Amendment (the “Liberty Transaction”). The sale price of Liberty was based on an aggregate total enterprise value of $147.5 million, subject to customary adjustments. After the allocation of the sale proceeds to Liberty's non-controlling shareholders, the repayment of intercompany loans to the LLC (including accrued interest) of $26.5 million, and the payment of transaction expenses of approximately $4.5 million, the LLC received approximately $128.0 million of total proceeds from the sale at closing. The LLC recognized a gain on the sale of Liberty of $72.8 million in the year ended December 31, 2021. In the second quarter of 2022, the LLC received an income tax refund of approximately $0.9 million related to Liberty.

Summarized results of operations of Liberty for the three and nine months ended September 30, 2021 through the date of disposition are as follows (in thousands):


	For the period July 1, 2021 through disposition		For the period January 1, 2021 through disposition
Net sales	$	10,828	$	75,753
Gross profit	$	2,353	$	20,129
Operating income (loss)	$	(2,358)	$	9,175
Income (loss) from continuing operations before income taxes (1)	$	(2,406)	$	9,174
Provision (benefit) for income taxes	$	(1,097)	$	1,509
Income (loss) from discontinued operations (1)	$	(1,309)	$	7,665

(1) The results of operations for the periods July 1, 2021 through disposition and January 1, 2021 through disposition excludes $0.3 million and $1.7 million, respectively, of intercompany interest expense.