Discontinued Operations | Discontinued Operations On April 12, 2021, the Company announced the sale of its lumber and newsprint assets (the “Purchased Assets”) located in Ontario and Québec Canada to GreenFirst Forest Products, Inc. (“GreenFirst”), for approximately $214 million, including an assumed $74 million associated with finished goods, work-in-process and raw materials inventory value, which is subject to dollar-for-dollar fluctuation until closing. The purchase price will be paid 85 percent in cash and the remainder in common shares of GreenFirst, to be held for a minimum of six months. In addition, a credit note will be issued to the Company by GreenFirst in the amount of CDN$8 million, which may be offset against amounts owed to GreenFirst in the future for wood chip purchases, equally over the next 5 years. The closing of the transaction is expected to occur on August 28, 2021. The sale completes the strategic portfolio optimization plans for the Company. The Purchased Assets include the Company’s six lumber facilities, newsprint facility, inventory and certain real property, machinery, permits, leases, licenses, pension assets and liabilities and other related assets associated with the successful operations of these businesses. Other assets and liabilities, including accounts receivable, accounts payable, certain retained inventory and rights and obligations to softwood lumber duties, generated or incurred through the closing date, are excluded. Since 2017, the Company has paid a total of $108 million in duties. In connection with the transaction, the Company will enter into a 20-year wood chip and residual fiber supply agreement with GreenFirst, securing supply for the Company’s operations at the Temiscaming plant. Additionally, the parties entered into a Transition Services Agreement ("TSA") whereby the Company will provide certain transitional services to GreenFirst, for a period of time following the closing of the transaction, not to exceed twelve months from such date. The TSA includes support related to information technology, accounting, treasury, human resources and payroll, tax, supply chain and procurement functions. Costs incurred by the Company associated with the TSA will be reimbursed by GreenFirst. As of June 26, 2021, the carrying value of the net assets included in the transaction was $232 million, including the carrying value of inventory which was $93 million. The Company expects a cash tax impact in 2021 and 2022 totaling less than $5 million as a result of this transaction, although the full extent of tax impacts are still being evaluated. Income (loss) from discontinued operations is comprised of the following: Three Months Ended Six Months Ended June 26, 2021 June 27, 2020 June 26, 2021 June 27, 2020 Net sales (a) $ 212,376 $ 72,583 $ 358,838 $ 157,916 Cost of sales (86,961) (74,907) (169,688) (158,057) Gross margin 125,415 (2,324) 189,150 (141) Selling, general and administrative expenses and other (10,428) (6,935) (18,894) (14,958) Operating income (loss) 114,987 (9,259) 170,256 (15,099) Interest expense (b) (2,703) (2,110) (5,317) (4,172) Other non-operating income 368 604 713 1,257 Income (loss) from discontinued operations before income taxes 112,652 (10,765) 165,652 (18,014) Income tax benefit (expense) 1,279 1,343 (62,538) 1,745 Income (loss) from discontinued operations, net of taxes $ 113,931 $ (9,422) $ 103,114 $ (16,269) Gain from sale of discontinued operation, pre-tax — — — 955 Income tax benefit (expense) on gain 64 — (183) Gain from sale of discontinued operations, net of tax (c) — 64 — 772 Income (Loss) from Discontinued Operations $ 113,931 $ (9,358) $ 103,114 $ (15,497) (a) Net of intercompany sales of $10 million and $9 million for three months ended June 26, 2021 and June 27, 2020, respectively, and $22 million and $22 million for the six months ended June 26, 2021 and June 27, 2020, respectively. (b) The Company has allocated interest expense to discontinued operations based on the portion of debt not attributable to other operations that it expects to repay as a result of the transaction. (c) Also included in income from discontinued operations for the three and six months ended June 27, 2020 is income of $64 thousand and $772 thousand, respectively, from working capital adjustments that arose following the closing of the November 2019 sale of the Company’s Matane, Quebec pulp mill. Other discontinued operations information is as follows: Three Months Ended Six Months Ended June 26, 2021 June 27, 2020 June 26, 2021 June 27, 2020 Depreciation and amortization $ — $ 2,957 $ 3,173 $ 5,782 Capital expenditures $ 2,326 $ (187) $ 5,814 $ 3,428 The following table presents the major classes of assets and liabilities of discontinued operations that are classified as held for sale: June 26, 2021 December 31, 2020 Inventory $ 92,624 $ 62,837 Prepaid and other current assets 9,446 9,725 Total current assets 102,070 72,562 Property, plant and equipment, net 97,980 97,151 Other assets 45,593 43,552 Total assets $ 245,643 $ 213,265 Accrued and other current liabilities $ 933 $ 780 Total current liabilities 933 780 Pension and Other Postretirement Benefits 9,578 9,316 Other long-term liabilities 3,402 2,498 Total liabilities $ 13,913 $ 12,594 As of June 26, 2021, the assets and liabilities are classified as current in the Company’s consolidated balance sheet as the transaction is expected to close within one year. As of June 26, 2021, collective bargaining agreements covering approximately 400 unionized employees in Canada working in the lumber and newsprint operations had expired. In all cases, the parties have continued to work under the terms of the expired contracts while negotiations continue. While there can be no assurances, the Company expects to reach agreements with the unions, for the benefit of GreenFirst. However, a work stoppage could have a significant negative effect on these operations, including results of operations and financial condition. |