Sale of Spice Assets (Notes)

12 Months Ended

Jun. 30, 2016

Discontinued Operations and Disposal Groups [Abstract]

Sale of Spice Assets

Sale of Spice Assets

In order to focus on its core products, on December 8, 2015, the Company completed the sale of the Spice Assets to Harris. Harris acquired substantially all of the Company’s personal property used exclusively in connection with the Spice Assets, including certain equipment; trademarks, tradenames and other intellectual property assets; contract rights under sales and purchase orders and certain other agreements; and a list of certain customers, other than the Company’s DSD customers, and assumed certain liabilities relating to the Spice Assets. The Company received $6.0 million in cash at closing, and is eligible to receive an earnout amount of up to $5.0 million over a three year period based upon a percentage of certain institutional spice sales by Harris following the closing. The Company recognized $0.5 million in earnout during the fiscal year ended June 30, 2016, a portion of which is included in net gains from the sale of Spice Assets.

In connection with the sale of the Spice Assets, the Company and Harris entered into certain other agreements, including (1) a transitional co-packaging supply agreement pursuant to which the Company, as the contractor, provided Harris with certain transition services for a six-month transitional period following the closing of the asset sale, and (2) an exclusive supply agreement pursuant to which Harris will supply to the Company, after the closing of the asset sale, spice and culinary products that were previously manufactured by the Company on negotiated pricing terms. While title to the Spice Assets transferred at closing, certain of the assets purchased by Harris were transferred to Harris' own manufacturing facilities, in phases, during the transitional period. As of June 30, 2016, the Company completed all the agreed upon transitional services to Harris. The sale of the Spice Assets does not represent a strategic shift for the Company and is not expected to have a material impact on the Company's results of operations because the Company will continue to sell a complete portfolio of spice and other culinary products purchased from Harris under the supply agreement to its DSD customers.