19. Subsequent Events

On March 23, 2017, the Company sold certain assets, properties and rights of our wholly owned subsidiary, Fresh Frozen Foods, to The Pictsweet Company (“Pictsweet”) pursuant to an Asset Purchase Agreement, dated as of such date, by and among the Company, Fresh Frozen Foods and Pictsweet (the “Purchase Agreement”). In accordance with the Purchase Agreement, Pictsweet acquired Fresh Frozen Food’s frozen food processing equipment assets, certain real property and associated plants located in Jefferson, Georgia and Thomasville, Georgia, and other intellectual property and inventory. As consideration for the acquisition, Pictsweet paid the Company $23.7 million in cash. The net proceeds from this transfer were $19.5 million, after payment of professional fees and other transaction expenses, and were used to pay down amounts outstanding under the ABL Credit Facility and the Term Loan Credit Facility. As of December 31, 2016 total assets and total liabilities related to the Fresh Frozen Foods business was $32.2 million and $2 million respectively.

The following unaudited pro forma consolidated results of operations (in thousands, except per share data) assumes the Fresh Frozen Foods sale occurred as of the beginning of the earliest period presented. The unaudited pro forma results include estimates and assumptions regarding decreased interest expense related to debt paid down in connection with the sale and the related tax effects. The pro forma results are not necessarily indicative of the actual results that would have occurred had the acquisition been completed as of the beginning of each of the periods presented, nor are they necessarily indicative of future consolidated results. The pro forma net loss for fiscal 2016 includes $12.6 million related to the valuation allowance recorded against our net deferred tax assets. The deferred tax assets include net operating losses from the Fresh Frozen business that will remain with the Company after the sale.


		December 31,		December 26,		December 28,
		2016		2015		2014
Net revenues	As reported	$	269,012	$	282,558	$	285,663
	pro forma	$	220,880	$	237,024	$	224,619

Net (loss) income	As reported	$	(30,249)	$	(20,783)	$	10,561
	pro forma	$	(18,660)	$	(327)	$	7,324

Diluted (loss) earnings per share	As reported	$	(1.54)	$	(1.06)	$	0.53
	pro forma	$	(0.95)	$	(0.02)	$	0.37