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DISCONTINUED OPERATIONS AND OTHER DISPOSITIONS | 6 Months Ended
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Sep. 30, 2020
Discontinued Operations And Disposal Groups [Abstract] |
DISCONTINUED OPERATIONS AND OTHER DISPOSITIONS | (C) DISCONTINUED OPERATIONS AND OTHER DISPOSITIONS Discontinued Operations On May 30, 2019, the Company announced it was actively pursuing alternatives for its Oil and Gas Proppants business. On September 18, 2020, we sold our Oil and Gas Proppants business (the “Proppants Business”) to Smart Sand, Inc., a Delaware corporation (the “Purchaser”), pursuant to an Equity Purchase and Sale Agreement (the “Purchase Agreement”) between the Company and the Purchaser. The sale of this business excluded certain assets, namely real property and equipment in south Texas, real property in Illinois and certain other assets. The purchase price (the “Purchase Price”) paid by the Purchaser for the acquisition of the Proppants Business was $2.0 million paid in shares of common stock of the Purchaser. The shares delivered to the Company by the Purchaser are not registered under federal or state securities laws, and must be held at least six months, and possibly longer, before they can be sold. The shares were valued at the date of sale, and at September 30, 2020, using Level 1 inputs at the quoted market price of the shares, less a discount for the required holding period. The shares are classified as Prepaid and Other Assets in our Consolidated Balance Sheet at September 30, 2020. Shares representing $0.3 million of the Purchase Price are being held in escrow as a source of recovery for any indemnification claims by the Buyer. In connection with the execution of the Purchase Agreement, we also entered into a Loan and Security Agreement, dated September 18, 2020 (the “Loan and Security Agreement”), by and among the Company, as lender; the Purchaser, as borrower; and other parties thereto. Pursuant to the Loan and Security Agreement, the Company will loan the Purchaser up to $5.0 million for working capital and operating, maintenance, and administrative expenses of the Proppants Business during the one-year period following the closing. The Company has deposited the $5.0 million into an escrow account. Up to 50% of the amounts outstanding under the Loan and Security Agreement may be repaid by the Purchaser in shares of the Purchaser’s common stock. Borrowings under the Loan and Security Agreement will bear interest at a fixed rate of 6.00% per annum during the one-year period following the closing. Any amounts after the one-year period will bear interest at a fixed rate of 8.00% per annum and will mature on September 18, 2024. There were no outstanding borrowings at September 30, 2020. The $5.0 million in the escrow account at September 30, 2020 is classified as Restricted Cash on the Consolidated Balance Sheet. The sale of the Oil and Gas Proppants business, which was previously disclosed as a reportable segment, was determined to meet the discontinued operations accounting criteria. The sale resulted in a gain of approximately $9.2 million, which is included in Earnings (Loss) from Discontinued Operations on the Unaudited Consolidated Statement of Earnings. Certain expenses, which were previously included in the Oil and Gas Proppants operating segment, do not qualify for classification within discontinued operations and have been reclassified from the operating segment to continuing operations. These expenses primarily relate to lease agreements not included in the sale of the Proppants Business. The following is a summary of operating results included in Earnings (Loss) from Discontinued Operations for the three and six months ended September 30, 2020 and 2019.
|  | For the Three Months Ended September 30, |  |  | For the Six Months Ended September 30, |
|  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
|  | (dollars in thousands) |
Revenue |  | $ | 14 |  |  | $ | 13,957 |  |  | $ | 1,045 |  |  | $ | 29,189 |
Cost of Goods Sold |  |  | 1,065 |  |  |  | 18,471 |  |  |  | 3,415 |  |  |  | 36,468 |
Gross Profit |  |  | (1,051 | ) |  |  | (4,514 | ) |  |  | (2,370 | ) |  |  | (7,279 | )
Other Non-Operating Income |  |  | 44 |  |  |  | 357 |  |  |  | 226 |  |  |  | 419 |
Gain on Sale of Discontinued Operations |  |  | 9,230 |  |  |  | — |  |  |  | 9,230 |  |  |  | — |
Earnings (Loss) from Discontinued Operations |  |  | 8,223 |  |  |  | (4,157 | ) |  |  | 7,086 |  |  |  | (6,860 | )
Income Tax (Expense) Benefit |  |  | (2,060 | ) |  |  | 886 |  |  |  | (1,808 | ) |  |  | 1,560 |
Net Earnings (Loss) from Discontinued Operations |  | $ | 6,163 |  |  | $ | (3,271 | ) |  | $ | 5,278 |  |  | $ | (5,300 | )
The significant components of our Consolidated Statements of Cash Flows for discontinued operations for the six months ended September 30, 2020 and 2019 are as follows:
|  | For the Six Months Ended September 30, |
|  | 2020 |  |  | 2019 |
|  | (dollars in thousands) |
Depreciation and Amortization |  | $ | 221 |  |  | $ | 7,642 |
Gain on Sale |  |  | (9,230 | ) |  |  | — |
Net Change in Inventory |  |  | — |  |  |  | 1,892 |
Capital Expenditures |  |  | — |  |  |  | 65 |
The following is a summary of assets and liabilities attributable to discontinued operations, which were included in our balance sheet at March 31, 2020:
|  | March 31, |
|  | 2020 |
|  | (dollars in thousands) |
ASSETS |  |  |  |
Accounts and Notes Receivable |  | $ | 9,019 |
Allowance for Doubtful Accounts |  |  | (3,041 | )
Inventories |  |  | 387 |
Prepaid and Other Assets |  |  | 727 |
Total Current Assets |  |  | 7,092 |
Property, Plant, and Equipment, net |  |  | 5,692 |
Operating Lease Right-of-Use Assets |  |  | 1,047 |
Total Noncurrent Assets |  |  | 6,739 |
|  | $ | 13,831 |
LIABILITIES |  |  |  |
Accounts Payable |  | $ | 2,014 |
Accrued Liabilities |  |  | 2,851 |
Operating Lease Liabilities |  |  | 3,622 |
Total Current Liabilities |  |  | 8,487 |
Noncurrent Operating Lease Liabilities |  |  | 9,570 |
Other Long-term Liabilities |  |  | 5,857 |
Total Noncurrent Liabilities |  |  | 15,427 |
|  | $ | 23,914 |
Other Dispositions On April 17, 2020, we sold our Western Aggregates LLC (Western) and Mathews Readymix LLC (Mathews) businesses to Teichert, Inc. for an aggregate purchase price of approximately $93.5 million, subject to certain post-closing adjustments. This sale resulted in a gain of approximately $52.0 million. Western and Mathews were part of our Concrete and Aggregates operating segment, and their results of operations were included in our financial statements for the period from April 1, 2020 through April 17, 2020. At the date of sale, assets and liabilities included on our balance sheet related to Western and Mathews were approximately $43.8 million and $2.3 million, respectively. Revenue and Operating Earnings from Western and Mathews, collectively, for the three and six months ended September 30, 2020 and 2019 were as follows:
|  | For the Three Months Ended September 30, |  |  | For the Six Months Ended September 30, |
|  | 2020 |  |  | 2019 |  |  | 2020 |  |  | 2019 |
|  | (dollars in thousands) |
Revenue |  | $ | — |  |  | $ | 9,575 |  |  | $ | 1,692 |  |  | $ | 17,376 |
Operating Earnings |  | $ | — |  |  | $ | 1,530 |  |  | $ | 142 |  |  | $ | 2,513 |

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
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