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Note 18 - Discontinued Operations
12 Months Ended
Nov. 26, 2022
Notes to Financial Statements  
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

18. 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, at which time 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 (2)

  $ 84,534  

 

 

(1)

To be held in escrow until the first anniversary of the sale, at which time any amount not distributed or reserved for specified claims will be released to the Company. This amount is included in other current assets in the accompanying condensed consolidated balance sheet at November 26, 2022.

 

 

(2)

Included in cash flows from investing activities in the accompanying condensed consolidated statement of cash flows for the year ended November 26, 2022.

 

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.

 

The operations of our logistical services segment, which consisted entirely of the operations of Zenith, are presented in the accompanying consolidated statements of operations as discontinued operations, and the assets sold to and liabilities assumed by J.B. Hunt are presented in the accompanying consolidated balance sheet as assets and liabilities of discontinued operations held for sale as of November 27, 2021.

 

 

 

The following table summarizes the major classes of assets and liabilities of the discontinued operations held for sale as reported in the condensed consolidated balance sheet as of November 27, 2021:

 

   

November 27, 2021

 

Carrying amounts of major classes of assets included as part of discontinued operations:

       

Accounts receivable, net

  $ 7,601  

Other current assets

    3,463  

Property and equipment, net

    24,898  

Goodwill and other intangible assets

    9,094  

Right of use assets under operating leases

    18,193  

Other

    572  
         
    $ 63,821  
         
Balance sheet classification:        

Current assets of discontinued operations held for sale

  $ 11,064  

Long-term assets of discontinued operations held for sale

    52,757  
         

Total assets of discontinued operations held for sale

  $ 63,821  
         

Carrying amounts of major classes of liabilities included as part of discontinued operations:

       

Accounts payable

  $ 4,336  

Accrued compensation and benefits

    3,295  

Current portion operating lease obligations

    7,458  

Other current liabilites and accrued expenses

    1,006  

Long-term portion of operating lease obligations

    10,996  

Other long-term liabilities

    5,214  
         
    $ 32,305  
         
Balance sheet classification:        

Current liabilities of discontinued operations held for sale

  $ 16,095  

Long-term liabilities of discontinued operations held for sale

    16,210  
         

Total liabilities of discontinued operations held for sale

  $ 32,305  

 

Following the sale of Zenith, certain of Zenith’s liabilities primarily representing reserves and accrued liabilities for pre-disposal workers’ compensation, health insurance and auto liability claims were retained by Bassett. The remaining balance of these reserves and accruals total $639 at November 26, 2022 and are included in other current liabilities and accrued expenses in the accompanying condensed consolidated balance sheet.

 

 

The following table summarizes the major classes of line items constituting income of the discontinued operations, as reported in the consolidated statements of operations for fiscal 2022, 2021 and 2020:

 

   

2022

   

2021

   

2020

 

Major line items constituting pretax income of discontinued operations:

                       

Logistical services revenue

  $ 16,776     $ 55,648     $ 48,191  

Cost of logistical services

    15,001       53,905       46,910  

Other loss, net

    (63 )     (260 )     (54 )
                         

Income from operations of logistical services

    1,712       1,483       1,227  

Gain on disposal

    52,534       -       -  

Pretax income of discontinued operations

    54,246       1,483       1,227  

Income tax expense

    14,261       362       171  
                         

Income from discontinued operations, net of tax

  $ 39,985     $ 1,121     $ 1,056  

 

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 2022 prior to disposal, and $31,329 and $26,967, for all of 2021 and 2020, respectively. We have entered into a service agreement with J.B. Hunt for the continuation of these services for a period of seven years following the sale of Zenith. Subsequent to the sale, we incurred $27,604 of expense during 2022 for the performance of logistical services, of which $26,065 had been paid in cash as of November 26, 2022.

 

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, $289 and $49, for 2022, 2021 and 2020, respectively.

 

The following table summarizes the cash flows generated by discontinued operations during 2022, 2021 and 2020:

 

    2022 (1)     2021     2020  

Cash provided by operating activities

  $ 1,681     $ 4,082     $ 5,536  

Cash used in investing activities

    (81 )     (4,508 )     (2,900 )

Cash used in financing activities

    (371 )     (1,259 )     (121 )
                         

Net cash provided by (used in) discontinued operations

  $ 1,229     $ (1,685 )   $ 2,515  

 

 

(1)

Excludes net proceeds from the sale of Zenith.