Quarterly report pursuant to Section 13 or 15(d)

DISCONTINUED OPERATION (Notes)

v2.4.0.8
DISCONTINUED OPERATION (Notes)
 9 Months Ended
Sep. 27, 2014
Discontinued Operations and Disposal Groups [Abstract]  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]
DISCONTINUED OPERATIONS
On August 29, 2014, the Company completed the sale of all of the issued and outstanding membership interests of its wholly owned subsidiary, Ram-Fab, a South Carolina limited liability company, to a subsidiary of Primoris Services Corporation. The transaction was valued at less than $10 million, which consideration included cash at closing, the Company's ability to receive potential future earn-out payment(s) and the retention of specified Ram-Fab current assets. The Company recognized a one-time charge in the third quarter of $1,996,000 for costs associated with the closure plus a $947,000 loss on sale of Ram-Fab. These charges, along with all non-recurring expenses associated with Ram-Fab, are included in the respective financial statements as discontinued operations on the accompanying condensed consolidated statements of operations. Ram-Fab was reported as part of the Metals Segment.
On June 27, 2014, the Company completed the planned closure of the Bristol Fab unit. Bristol Fab incurred operating losses totaling $2,258,000 during the six month period ended June 28, 2014. The collective bargaining agreement with the United Association of Journeyman and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada Local Union No. 538 (the "Union") expired on February 15, 2014. After months of negotiations with the Union, Bristol Fab was unable to reach an agreement. Also, upon closure of the operation, the Company is obligated to pay a withdrawal liability to the Union's pension fund of approximately $1,900,000 which is included in accrued expenses on the accompanying condensed consolidated balance sheet at September 27, 2014. The Company accrued a total of $6,988,000, which includes the pension withdrawal liability, for costs associated with the closure. Included in this amount is a non-cash charge for the disposal of inventory on hand of $3,026,000. These costs, along with all non-recurring expenses associated with Bristol Fab are included in discontinued operations on the accompanying condensed consolidated statements of operations. Bristol Fab was reported as part of the Metals Segment.
The Company's results from discontinued operations are summarized below. These operating results for the three and nine month periods ended September 27, 2014 and September 28, 2013, respectively, do not necessarily reflect what they would have been had the Bristol Fab and Ram-Fab units not been classified as discontinued operations.
 
Three Months Ended
 
Nine Months Ended
 
Sep 27, 2014
 
Sep 28, 2013
 
Sep 27, 2014
 
Sep 28, 2013
 
 
 
 
 
 
 
 
Net sales
$
3,252,000

 
$
5,185,000

 
$
21,963,000

 
$
18,156,000

(Loss) income before income taxes
$
(2,862,000
)
 
$
(1,000
)
 
$
(11,299,000
)
 
$
1,383,000

(Benefit from) provision for income taxes
(963,000
)
 
18,000

 
(3,544,000
)
 
538,000

Net (loss) income from discontinued operations
$
(1,899,000
)
 
$
(19,000
)
 
$
(7,755,000
)
 
$
845,000


Assets and liabilities held for sale were comprised of the following at December 28, 2013:
 
Dec 28, 2013
Assets
 
Accounts receivable, net
$
4,168,899

Inventory, net
4,360,891

Prepaid expenses
20,286

  Total current assets held for sale
$
8,550,076

 
 
Property, plant, and equipment, net
$
3,218,095

Goodwill
1,000,000

  Total noncurrent assets held for sale
$
4,218,095

 
 
Liabilities
 
Accounts payable
$
989,717

Accrued expenses
329,159

  Total current liabilities held for sale
$
1,318,876