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Discontinued Operations
12 Months Ended
Feb. 28, 2019
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

(6) Discontinued Operations

On May 25, 2016 the Company sold its Apparel Segment to Gildan Activewear Inc. for an all-cash purchase price of $110.0 million, subject to a working capital adjustment, customary indemnification arrangements, and the other terms of the Unit Purchase Agreement dated May 4, 2016.

At the time of the sale of the Company’s former apparel operations, $2.0 million of the purchase price was placed in escrow as a source of funds to pay any liabilities that arose post-closing from an employment contract with a former officer of the Company.  The Company believed in good faith, based on consultation with its advisors, that no liability existed with respect to the employment contract, and as such, recorded a receivable for the full amount of the funds held in escrow.  In January 2017, the purchaser, without notice to the Company, voluntarily paid $2.0 million to the former officer of the Company and requested that all of the escrowed funds be released to it as reimbursement.  The Company denied the request, due in part because of the purchaser’s failure to provide the Company prior notice and a right to defend as the Company believes was contractually required.  In February 2018 an arbitrator ruled that the escrow funds be released to the purchaser.  Although the Company has filed a complaint to vacate the arbitrator’s opinion, in the fourth quarter of fiscal year 2018 the Company wrote off the full amount of the receivable.

The Company recognized a tax benefit in the amount of $2.1 million related to discontinued operations during fiscal year 2018.  This includes a $0.5 million tax benefit from the write-off of the $2.0 million receivable described in the previous paragraph as well as a $1.6 million tax benefit related to the determination of the final tax basis on assets sold in the sale of the Apparel Segment in fiscal year 2017.

The operating results of these discontinued operations only reflect revenues and expenses that are directly attributable to the Apparel Segment and that have been eliminated from ongoing operations.  The following tables show the key components of the sale and discontinued operations related to the Apparel Segment that was completed on May 25, 2016 (in thousands):

 

Sales price

 

$

110,000

 

Carrying value of disposed

 

 

(130,174

)

Expenses related to sales (1)

 

 

(4,365

)

Loss on sale before write-off of foreign currency

   translation adjustment

 

 

(24,539

)

Write-off of foreign currency translation adjustments

 

 

 

 

   recorded in other comprehensive income

 

 

(16,109

)

Loss on sale of sale of discontinued operations

 

$

(40,648

)

 

(1)

Includes the termination fee, in the amount of $3.0 million, paid as a result of the termination of a prior purchase agreement for the sale of the Apparel Segment to Alstyle Operations, LLC.

 

 

 

2018

 

 

2017

 

Net sales

 

$

 

 

$

41,038

 

Income from discontinued operations before income taxes

 

 

 

 

 

3,873

 

Loss on sale of discontinued operations before income taxes

 

 

(2,000

)

 

 

(40,648

)

Income (loss) on discontinued operations before income taxes

 

 

(2,000

)

 

 

(36,775

)

Income tax (benefit) expense

 

 

(2,147

)

 

 

(12,138

)

Net income (loss) from discontinued operations

 

$

147

 

 

$

(24,637

)