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Sale of Millen Facility
12 Months Ended
Dec. 31, 2018
Millen, Georgia Facility  
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]  
Sale of Business

 

 

19.Sale of Millen Facility

On December 31, 2018, the Company entered into a Purchase and Sale Agreement with a Buyer to sell the Company’s ceramic proppant manufacturing facility in Millen, Georgia for $23,000.  The transaction closed on December 31, 2018.  Selling expenses, including certain post-closing matters and retained liabilities, totaled approximately $7,267.  As of December 31, 2018, the Company had paid approximately $899 of the total selling expenses.  As such, net proceeds of $22,101 is included within investing cash flows on the consolidated statement of cash flows for the year ended December 31, 2018.  The selling expenses that had not yet been paid as of December 31, 2018 primarily relate to the post-closing matters and retained liabilities, and are recorded as liabilities as of December 31, 2018 within other accrued expenses, other current liabilities and other long-term liabilities on the consolidated balance sheets.  The payment of the post-closing matters will be an investing cash outflow when paid, and the repayment of the retained liabilities will be financing outflows when repaid over a multi-year period.  Net Cash Proceeds, as defined in the New Credit Agreement, is expected to approximate $15,733, calculated as the gross proceeds of $23,000 less the selling expenses of $7,267. See Note 4.  The retained liabilities, due to the City of Millen and the local electrical cooperative, are associated with their respective investments in the Millen facility’s electrical and natural gas infrastructure during the construction of the plant.  The Company also retained an existing liability associated with a long-term fixed natural gas transportation agreement.  These retained liabilities, totaling approximately $4,852, will be repaid over a multi-year period and are included in other current liabilities and other long-term liabilities.  As of December 31, 2018, the fair value of these retained liabilities approximated the carrying value.  Subsequent to the balance sheet date, the Company executed a note payable with the local electrical cooperative for its share of the retained liabilities with a principal balance equal to the liability recorded at December 31, 2018.  The note bears interest at 5% annually and requires monthly principal and interest payments of $35 until maturity in February 2024.  In order to backstop the amounts due under these retained liabilities, the Company agreed to an escrow holdback of $3,000 at closing and provided a letter of credit for an additional $2,000.  The letter of credit will be reduced by $400 each year until maturity.  The Company also agreed to a separate escrow holdback of $1,200 pending completion of the post-closing matters.  The book value of the assets held for sale was $17,842, which after consideration of the selling price, the write-off of certain spare parts totaling $196 and costs to sell the facility, resulted in a loss on the sale of $2,305.