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Note 5 - Discontinued Operations | 9 Months Ended
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Mar. 31, 2019
Notes to Financial Statements |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 5 ) 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 |

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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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