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Discontinued Operations
9 Months Ended
Sep. 25, 2021
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations DISCONTINUED OPERATIONS
The Company has either sold or discontinued certain operations that are accounted for as "Discontinued Operations" under applicable accounting guidance. Discontinued operations are summarized as follows:
Three Months EndedNine Months Ended
 September 25,
2021
September 26,
2020
September 25,
2021
September 26,
2020
Workers' compensation costs from former textile operations$(33)$(24)$(101)$(89)
Environmental remediation costs from former textile operations(27)(22)(81)(114)
Costs related to divestiture of the commercial operations2,394 1,028 (254)1,729 
Income (Loss) from discontinued operations, before taxes$2,334 $982 $(436)$1,526 
Income tax expense1,498 297 912 748 
Income (Loss) from discontinued operations, net of tax$836 $685 $(1,348)$778 

Workers' compensation costs from former textile operations
Undiscounted reserves are maintained for the self-insured workers' compensation obligations related to the Company's former textile operations. These reserves are administered by a third-party workers' compensation service provider under the supervision of Company personnel. Such reserves are reassessed on a quarterly basis. Pre-tax cost incurred for workers' compensation as a component of discontinued operations primarily represents a change in estimate for each period from unanticipated medical costs associated with the Company's obligations.

Environmental remediation costs from former textile operations
Reserves for environmental remediation obligations are established on an undiscounted basis. The Company has an accrual for environmental remediation obligations related to discontinued operations of $1,894 as of September 25, 2021 and $1,924 as of December 26, 2020. The liability established represents the Company's best estimate of possible loss and is the reasonable amount to which there is any meaningful degree of certainty given the periods of estimated remediation and the dollars applicable to such remediation for those periods. The actual timeline to remediate, and thus, the ultimate cost to complete such remediation through these remediation efforts, may differ significantly from the Company's estimates. Pre-tax cost for environmental remediation obligations classified as discontinued operations were primarily a result of specific events requiring action and additional expense in each period.

Costs related to divestiture of the commercial operations
On September 13, 2021, the Company acting by and through its wholly owned operating subsidiary, TDG Operations, LLC, sold its Atlas|Masland commercial business (the “Commercial Business”) to Mannington Mills, Inc. (the “Purchaser”).

In accordance with the Asset Purchase Agreement dated September 13, 2021, the Company sold assets that include certain inventory, certain items of machinery and equipment used exclusively in the Commercial Business, and related intellectual property for a purchase price of $20,500. The Purchaser also assumed the liability to fulfill the orders represented by advance customer deposit liabilities of $3,127.

The Company retained the Commercial Business’ cash deposits, all accounts receivable, and certain inventory and equipment.
At closing, $2,100 of the proceeds were withheld and deposited in escrow to cover any claims arising with respect to the Commercial business for which the Company may be liable. The $2,100 will be released to the Company (net of claims paid, if any) in two installments with 50% of the escrow paid in 90 days from closing and the remaining amount paid 18 months from the closing date. Based upon the repayment terms, the Company has recognized $1,025 within both other current asset and non-current assets, respectively. As of September 25, 2021, the Company has not recognized amounts for potential indemnification settlements as those amounts cannot be reasonably estimated.

In order to release liens on certain fixed assets included in the Asset Purchase Agreement, the Company placed $2,100 in cash collateral in an account with the lender (Greater Nevada Credit Union). The remaining proceeds were applied to the Company's debt with its senior credit facility (Fifth Third Bank).

The gain on the sale of assets is summarized as follows:
Net Proceeds, including escrowed funds20,500 
Inventory(11,500)
LIFO2,305 
Fixed Assets(2,278)
Contract Liabilities3,127 
Net tangible assets sold(8,346)
Gain on sale of assets sold, prior to other transaction related costs12,154 
Other transaction related costs
Adjustments to Accruals, Reserves and Allowances(8,462)
1
Transaction Costs(1,032)
2
Total other transaction related costs(9,494)
Gain on sale of discontinued operations, before tax2,660 

1) For the remaining retained commercial inventory and fixed assets, the Company recognized adjustment to recognize the effects of the transaction. For inventory, the Company recognized lower of cost or market adjustments of approximately $6,600. The Company’s remaining fixed assets will be disposed of by sale and the Company recognized an adjustment of approximately $1,800 to reflect the lower of its carrying value or estimated fair value less cost to sell. For these assets, the Company has suspended the associated depreciation and will recognize changes in the fair value less cost to sell as gains or losses in future periods until the date of sale.

2) Transaction costs were legal expenses and involuntary employee termination costs related to one-time benefit arrangements.


The Company reclassified the following assets and liabilities for discontinued operations in the accompanying consolidated balance sheets:

As of
September 25, 2021December 26, 2020
Current Assets of Discontinued Operations:
 Receivables, net$7,486 $5,648 
 Inventories, net$2,785 $17,499 
 Prepaid expenses$133 $317 
Current Assets Held for Discontinued Operations$10,404 $23,464 
Long Term Assets of Discontinued Operations:
 Property, plant and equipment, net$380 $4,999 
 Operating lease right of use assets$760 $923 
 Other assets$2,439 $2,584 
Long Term Assets Held for Discontinued Operations$3,579 $8,506 
Current Liabilities of Discontinued Operations:
 Accounts payable$6,898 $3,952 
 Accrued expenses$6,559 $7,316 
 Current portion of operating lease liabilities$257 $234 
Current Liabilities Held for Discontinued Operations$13,714 $11,502 
Long Term Liabilities of Discontinued Operations
 Operating lease liabilities$578 $774 
 Other long term liabilities$5,124 $5,534 
Long Term Liabilities Held for Discontinued Operations$5,702 $6,308 

For the three months and nine months ended September 26, 2020 and September 25, 2021, the Company reclassified the following for the costs related to the divestiture of the Commercial business included in discontinued operations in the accompanying consolidated statements of operations:


Three Months EndedNine Months Ended
September 25, 2021September 26, 2020September 25, 2021September 26, 2020
Net Sales15,065 15,885 43,470 51,967 
Cost of sales12,086 10,769 34,679 36,258 
Gross Profit2,979 5,116 8,791 15,709 
Selling and administrative expenses3,245 4,088 11,705 13,980 
Discontinued Income (Loss), related to the divestiture of the Commercial business(266)1,028 (2,914)1,729 
Gain on sale of business(2,660) (2,660)— 
Income (Loss) from Discontinued Commercial Operations before Taxes2,394 1,028 (254)1,729 


For the three and nine months ended September 25, 2021, as a result of the liquidation of inventory sold as part of the divestiture of its Commercial operations, the company recognized a liquidation of LIFO inventories carried at prevailing costs established in prior years and decreased the cost within Discontinued Operations in the amount of $2,391.
The Company and the Purchaser simultaneously entered into a transition services agreement pursuant to which the Company will assist Mannington in transitioning the AtlasMasland business to Mannington, by, among other things, assisting in filling open orders and completing the manufacture of work in progress that will result in a temporary continued involvement in the Commercial Business until approximately December 31, 2021. The Company has shown the results of these operations as a component of discontinued operations.