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Discontinued Operations
12 Months Ended
Dec. 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:
Fiscal Year
 20212020
(As Adjusted)
Workers' compensation costs from former textile operations$(172)$(60)
Environmental remediation costs from former textile operations(146)(60)
Commercial business operations(3,308)1,569 
Income (Loss) from discontinued operations, before taxes$(3,626)$1,449 
Income tax expense(89)834 
Income (Loss) from discontinued operations, net of tax$(3,537)$615 

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 $1,913 as of December 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.

Commercial business operations

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. Additionally, the Company agrees not to compete with the specified commercial business and the Atlas|Masland markets for a period of five years following September 13, 2021. The agreement allows for the Company to sell the commercial inventory retained by the company after the divestiture.
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 was agreed to 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. The Company has received payment of the first installment and, at year end 2021, the remaining unpaid portion of $1,025 is recognized within non-current assets. As of December 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 funds$20,500 
Inventory, net(9,195)
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
December 25, 2021December 26, 2020
Current Assets of Discontinued Operations:
 Receivables, net$3,406 $5,648 
 Inventories, net1,927 17,499 
 Prepaid expenses658 317 
Current Assets Held for Discontinued Operations5,991 23,464 
Long Term Assets of Discontinued Operations:
 Property, plant and equipment, net292 4,999 
 Operating lease right of use assets242 923 
 Other assets2,218 2,584 
Long Term Assets Held for Discontinued Operations2,752 8,506 
Current Liabilities of Discontinued Operations:
 Accounts payable2,133 3,952 
 Accrued expenses3,062 7,316 
 Current portion of operating lease liabilities167 234 
Current Liabilities Held for Discontinued Operations5,362 11,502 
Long Term Liabilities of Discontinued Operations
 Operating lease liabilities75 774 
 Other long term liabilities4,413 5,534 
Long Term Liabilities Held for Discontinued Operations$4,488 $6,308 

For the twelve months ended December 25, 2021 and December 26, 2020, the Company reclassified the following operations of the Commercial business included in discontinued operations in the accompanying consolidated statements of operations:


Twelve Months Ended
December 25, 2021December 26, 2020
Net Sales$48,070 $65,070 
Cost of sales40,904 45,945 
Gross Profit7,166 19,125 
Selling and administrative expenses13,134 17,556 
Discontinued Income (Loss), related to the divestiture of the Commercial business(5,968)1,569 
Gain on sale of business(2,660)— 
Income (Loss) from Discontinued Commercial Operations before Taxes(3,308)1,569 


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 $3,174.
The Company and the Purchaser simultaneously entered into a transition services agreement pursuant to which the Company assisted 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 resulted 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.