Discontinued Operations

12 Months Ended

Jun. 30, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 3. Discontinued Operations

On June 30, 2023, the Company completed the sale of certain assets of the Company related to its direct ship and private label business, including the Company’s production facility and corporate office building in Northlake, Texas, pursuant to that certain Asset Purchase Agreement dated as of June 6, 2023, by and between the Company and TreeHouse Foods, Inc. (the "Buyer"), as amended by that certain Amendment to the Asset Purchase Agreement, dated June 30, 2023. The aggregate purchase price was $91.7 million in cash including $2.0 million of escrow receivable. The Company recognized an after-tax loss on the transaction of approximately $25.4 million. During Q2 2024, the Company recorded a net loss of $1.2 million related to a working capital adjustment in continuing operations.

The accounting requirements for reporting the Sale as a discontinued operation were met when the Sale was completed. Accordingly, the consolidated financial statements reflect the results of the Sale as a discontinued operation for all periods presented.

The Company incurred approximately $0.5 million of transaction-related costs associated with the Sale during the year ended June 30, 2023, which was primarily for professional fees. These amounts are recorded in the loss on disposition of discontinued operations before income taxes component of loss from discontinued operations, net of income taxes. Additionally, the Company was required to utilize a portion of the cash proceeds from the Sale to fully extinguish its outstanding term loan. The remaining proceeds were utilized to repay a portion of the outstanding revolving credit facility.

The Company also entered into (i) a Transition Services Agreement with the Buyer pursuant to which the Company provided the Buyer certain specified services on a temporary basis, (ii) a Co-Manufacturing Agreement with the Buyer pursuant to which the Company and Buyer manufactured certain products for each other on a temporary basis and (iii) a Lease Agreement with the Buyer pursuant to which the Company leased office and warehouse space from the Buyer on a temporary basis. The Transition Services Agreement expired on March 31, 2024. The Co-Manufacturing Agreement and Lease Agreement expired June 30, 2024.

The operating results of the divested operations, have been reclassified as discontinued operations in the Consolidated Statements of Operations for the years ended June 30, 2023 and 2022, as detailed in the table below:

	For the year ended June 30,
(In thousands)	2023		2022
Net sales	$	160,977	$	154,410
Cost of goods sold	162,227		151,309
Gross (loss) profit	(1,250)		3,101
Selling expenses	6,578		7,819
General and administrative expenses	4,750		3,929
Loss on sale of assets	25,414		—
Operating expense	36,742		11,748
Loss from discontinued operations	(37,992)		(8,647)
Other (expense) income:
Interest expense	(9,008)		(5,507)
Other, net	1,124		42
Total other (expense)	(7,884)		(5,465)
Loss from discontinued operations before taxes	(45,876)		(14,112)
Income tax benefit	(734)		(425)
Loss from discontinued operations, net of income taxes	$	(45,142)	$	(13,687)

Interest expense for the Revolver was allocated on a ratio of net assets discontinued to the sum of consolidated net assets plus consolidated debt and the Term Loan was fully allocated to discontinued operations as it was required to be repaid in full.

Applicable Consolidated Statements of Cash Flow information related to the divested operations for the years ended June 30, 2023 and 2022 are detailed in the table below:

	For the Years Ended June 30,
(In thousands)	2023	2022
Cash Flows from Discontinued Operations
Net cash provided by (used in) operating activities	444	(13,192)
Net cash provided by (used in) investing activities	88,105	(1,539)

Note 4. Sales of Assets

Sale of Branch Properties

During the year ended June 30, 2024, the Company completed the sale of 13 branch properties. The total sales price was $31.7 million and net proceeds was $29.3 million. The completed sale of branch properties resulted in a gain on sale of $21.5 million.

During the year ended June 30, 2023, the Company completed the sale of four branch properties. The total sales price was $12.5 million and net proceeds was $11.8 million. The completed sale of branch properties resulted in a gain on sale of $10.8 million.

Assets Held for Sale

The Company sometimes pursues options to divest corporate assets, primarily related to land and buildings. As of June 30, 2024 and 2023, certain branch properties met the accounting guidance criteria to be classified as held for sale. As such, the Company evaluated the assets to determine whether the carrying value exceeded the fair value less any costs to sell. No loss was recorded as of June 30, 2024 and 2023 and the aggregate assets held for sale are presented as a separate line item in the consolidated balance sheet.

The following table presents net carrying value related to the major classes of assets that were classified as held for sale at June 30, 2024 and June 30, 2023 :

(In thousands)	June 30, 2024		June 30, 2023
Building and facilities	$	120	$	4,327
Land	232		3,443
Assets held for sale	$	352	$	7,770