) 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. Because the transaction closed on a non-business day, cash proceeds related to the sale were

not

received until the next business day which resulted in a receivable of

$106.9

million recorded at quarter end. The receivable from the buyer is recorded as a component of current assets – discontinued operations on the Condensed Consolidated Balance Sheet as of

March 31, 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

three

and

nine

months ended

March 31, 2019

and

2018

is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2019			2018			2019			2018
Net Sales	$	23,024		$	24,596		$	71,451		$	73,891

Gain on Sale of Business	$	20,539		$	-		$	20,539		$	-
Transaction Fees		(4,397	)		-			(4,397	)		-
Income from Operations	$	16,214		$	1,089		$	19,824		$	4,847

Profit Before Taxes	$	16,447		$	1,214		$	19,459		$	5,227
Benefit (Provision) for Taxes		2,518			(237	)		1,991			(1,287	)
Net income from Discontinued Operations	$	18,965		$	977		$	21,450		$	3,940

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

	March 31, 2019		June 30, 2018
Accounts receivable	$	-	$	14,445
Inventories		-		22,923
Prepaid Expenses		-		303
Due from Buyer		106,863		-
Total current assets		106,863		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		106,863		99,830

Accounts Payable		-		10,759
Accrued Liabilities		2,561		7,897
Income Tax Payable		-		9
Total current liabilities		2,561		18,665

Non-current Liabilities		-		50
Total Liabilities		2,561		18,715

Net Assets	$	104,302	$	81,115