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SALE OF TMC ASSETS
9 Months Ended
Sep. 28, 2019
SALE OF TMC ASSETS  
SALE OF TMC ASSETS

15.   On February 1, 2019, the Company and certain of its subsidiaries sold substantially all of the real property, tangible personal property and executory contracts of TMC’s ready-mix business and the operations of Daniels Sand Company (Daniels) to Aggregate Industries — WCR, Inc. (the Buyer), a Colorado corporation for $27,129,000. The purchase price was paid to the Company on February 1, 2019 less certain amounts to be held in escrow, as provided in the Asset Purchase Agreement among the Company parties and the Buyer (Purchase Agreement), to secure the Company’s obligations to pay its working capital adjustment and indemnification obligations under the Purchase Agreement. The escrow also retained amounts to be held pending the subdivision of certain real property to be sold to the Buyer at a subsequent date as included in the Purchase Agreement. Combined escrow amounts of $2,049,000 were included in Other current assets in the Consolidated Balance Sheet at September 28, 2019.

 

The Company retained the aggregates operations and retail building materials business of TMC and all related assets and liabilities. These operations include the Pikeview quarry (see Note 19) business located in Colorado Springs, the aggregates mining business located in Pueblo, the sand and gravel mining business located in Fremont County, and the retail building materials business at sites located in Colorado Springs and Pueblo.

 

In the quarter ended March 30, 2019, the Company recorded a $6,508,000 pre-tax gain on the sale of TMC assets. During the quarter ending June 29, 2019 the working capital adjustment was finalized and resulted in the Company paying a net $1,248,000 to the Buyer. This adjustment, plus an adjustment to transaction fees, reduced the pre-tax gain on the sale to $5,283,000. The operations of the ready-mix and Daniels sand businesses were classified as discontinued operations and assets held for sale for all periods presented. General corporate overhead charges were not allocated to discontinued operations. Revenue, expenses and pre-tax income reclassified to discontinued operations were as follows (amounts in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended

 

Nine Months ended

 

 

SEPTEMBER 28,

 

SEPTEMBER 29,

 

SEPTEMBER 28,

 

SEPTEMBER 29,

 

 

2019

 

2018

 

2019

 

2018

 

Revenue

$

 -

 

$

17,013

 

$

4,058

 

$

48,219

 

Costs and expenses

 

 -

 

 

16,005

 

 

3,900

 

 

44,457

 

Depreciation, depletion and amortization

 

 -

 

 

288

 

 

578

 

 

862

 

Selling and administrative

 

 -

 

 

907

 

 

304

 

 

2,718

 

Gain on sales of equipment

 

 -

 

 

 3

 

 

 -

 

 

892

 

(Loss) gain on sale of assets

 

 -

 

 

 -

 

 

5,283

 

 

 -

 

Pre-tax (loss) income

$

 -

 

$

(184)

 

$

4,559

 

$

1,075

 

 

The results of discontinued operations are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months ended

 

Nine Months ended

 

SEPTEMBER 28,

    

SEPTEMBER 29,

 

SEPTEMBER 28,

    

SEPTEMBER 29,

 

2019

 

2018

 

2019

 

2018

Operating income (loss)

$

 -

 

$

(184)

 

$

(724)

 

$

1,075

Gain on sale of assets

 

 -

 

 

 —

 

 

5,283

 

 

 —

Income tax (benefit) provision

 

 -

 

 

(46)

 

 

1,255

 

 

268

Loss (income) from discontinued operations

$

 -

 

$

(138)

 

$

3,304

 

$

806

 

The assets and liabilities held for sale related to TMC’s ready-mix and Daniels sand businesses were as follows:

 

 

 

 

 

 

 

 

SEPTEMBER 28,

    

DECEMBER 29,

 

2019

 

2018

Accounts receivable, net

$

 —

 

$

9,054

Inventory

 

 —

 

 

1,914

Property, plant and equipment, net

 

 —

 

 

6,741

Other assets

 

 —

 

 

6,327

Total assets held for sale

$

 —

 

$

24,036

 

 

 

 

 

 

Accounts payable and accrued expenses

$

 

 

$

3,800

Other long-term liabilities

 

 —

 

 

292

Total liabilities held for sale

$

 —

 

$

4,092