20.

DISCONTINUED OPERATIONS

In pursuing our business strategy, the Company continues to divest certain businesses and record activities of these businesses as discontinued operations.

During the

first

quarter of

2019,

in order to focus its financial assets and managerial resources on its remaining portfolio of businesses, the Company decided to divest its Cooking Solutions Group, which consisted of

three

operating segments and a minority interest investment. In connection with the divestiture, during the

second

quarter of

2019,

the Company sold its minority interest investment to the majority shareholders. During the

third

quarter of fiscal

2019,

the Company entered into a definitive agreement to sell the

three

operating segments to the Middleby Corporation for a cash purchase price of

$105

million, subject to post-closing adjustments and various transaction fees.

The transaction closed on

March 31, 2019

and resulted in a pre-tax gain of

$20.5

million less related transaction expenses of

$4.4

million. The Company reported a tax benefit related to the sale due to the write-off of deferred tax liabilities related to the Cooking Solutions Group. A cash payment of

$106.9

million was received on

April 1, 2019.

The proceeds received were subsequently used to pay down borrowings on our revolving credit facility.

Results of the Cooking Solutions Group in current and prior periods have been classified as discontinued operations in the Condensed Consolidated Financial Statements and excluded from the results from continuing operations. Activity related to the Cooking Solutions Group and other discontinued operations for the year ended

June 30, 2019

and

2018

is as follows (in thousands):

	Year Ended June 30,
	2019			2018
Net Sales	$	71,451		$	97,930

Gain on Sale of Business	$	20,539		$	-
Transaction Fees		(4,397	)		-
Income from Discontinued Operations	$	18,900		$	6,136
Non-operating Income (Expense)		(364	)		826
Profit Before Taxes	$	18,536		$	6,962
Benefit (Provision) for Taxes		2,189			(1,701	)
Net income from Discontinued Operations	$	20,725		$	5,261

Assets and liabilities related to our discontinued operations appear in the condensed consolidated balance sheets are as follows (in thousands):

	June 30, 2019			June 30, 2018
Accounts receivable	$	-		$	14,445
Inventories		-			22,923
Prepaid Expenses		-			303
Due from Buyer		-			-
Total current assets		-			37,671

Property, plant, equipment, net		-			7,637
Intangible assets, net		-			13,137
Goodwill		-			40,011
Other non-current assets		-			1,374
Total non-current assets		-			62,159
Total Assets		-			99,830

Accounts Payable		-			10,759
Accrued Liabilities		620			7,897
Income Tax Payable		-			9
Total current liabilities		620			18,665

Non-current Liabilities		-			50
Total Liabilities		620			18,715

Net Assets	$	(620	)	$	81,115