v3.23.1
Note 12 - Discontinued Operations
3 Months Ended
Feb. 25, 2023
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

12. Discontinued Operations

 

On January 31, 2022, we entered into a definitive agreement to sell substantially all of the assets of Zenith to J.B. Hunt. The sale was completed on February 28, 2022. Subsequent to the first quarter of fiscal 2022 and through the end of fiscal 2022, we received the following net proceeds:

 

Sales price prior to post-closing working capital adjustment

  $ 86,939  
Less:        

Amount held in escrow for contingencies related to representations and warranties (1)

    1,000  

Seller expenses paid at closing

    418  

Working capital adjustment paid to buyer

    987  
         

Net proceeds from the sale

  $ 84,534  

 

 

(1)

This was held in escrow until the first anniversary of the sale, at which time the full amount was released to the Company on March 2, 2023. As of February 25, 2023 and November 26, 2022, this amount is included in other current assets in the accompanying condensed consolidated balance sheets.

 

 

The sales price was subject to customary post-closing working capital adjustments which were paid during the second half of fiscal 2022 and resulted in a pre-tax gain from the sale of Zenith of $52,534 recognized subsequent to the first quarter of fiscal 2022.

 

The operations of our logistical services segment, which consisted entirely of the operations of Zenith, are presented in the accompanying condensed consolidated statements of income as discontinued operations.

 

The following table summarizes the major classes of line items constituting income of the discontinued operations, as reported in the condensed consolidated statements of income for the three months ended February 26, 2022:

 

   

Quarter Ended

 
   

February 26, 2022

 
Major line items constituting pretax income of discontinued operations:        

Logistical services revenue

  $ 16,776  

Cost of logistical services

    15,001  

Other loss, net

    (63 )
         

Income from operations of logistical services

    1,712  

Income tax expense

    430  
         

Income from discontinued operations, net of tax

  $ 1,282  

 

The amounts for revenue and costs of logistical services shown above represent the results of Zenith’s business transactions with third parties. Zenith also charged Bassett for logistical services provided to our wholesale segment in the amount of $9,121 during the three months ended February 26, 2022. Upon the sale of Zenith we entered into a service agreement with J.B. Hunt for the continuation of these services for a period of seven years. We incurred $8,434 of expense during the three months ended February 25, 2023 for logistical services performed by J.B. Hunt.

 

Included in other loss, net, is interest arising from finance leases assumed by J.B. Hunt as part of the transaction. Such interest amounted to $78 for the three months ended February 26, 2022.

 

The following table summarizes the cash flows generated by discontinued operations during the three months ended February 26, 2022:

 

    Three Months Ended  
   

February 26, 2022

 

Cash provided by operating activities

  $ 1,681  

Cash used in investing activities

    (81 )

Cash used in financing activities

    (371 )
         

Net cash provided by discontinued operations

  $ 1,229