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Fair Value | 6 Months Ended
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Dec. 31, 2018
Fair Value Disclosures [Abstract] |
Fair Value | Fair Value Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows: Level 1 – defined as observable inputs, such as quoted market prices in active markets. Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable. Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions. Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and equivalents, accounts receivable, accounts payable, contingent consideration payable and defined benefit pension plan assets. The estimated fair value of cash and equivalents, accounts receivable and accounts payable approximates their carrying value. Our contingent consideration, which resulted from the earn-outs associated with our acquisitions of Bantam and Angelic Bakehouse, Inc. (“Angelic”), is measured at fair value on a recurring basis and is included in Other Noncurrent Liabilities on the Condensed Consolidated Balance Sheets. The following table summarizes our contingent consideration:
| Fair Value Measurements at December 31, 2018
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Contingent consideration - Bantam | $ | — |  |  | $ | — |  |  | $ | 8,995 |  |  | $ | 8,995 |
Contingent consideration - Angelic | — |  |  | — |  |  | 7,380 |  |  | 7,380 |
Total contingent consideration | $ | — |  |  | $ | — |  |  | $ | 16,375 |  |  | $ | 16,375 |
| Fair Value Measurements at June 30, 2018
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Contingent consideration - Bantam | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Contingent consideration - Angelic | — |  |  | — |  |  | 17,080 |  |  | 17,080 |
Total contingent consideration | $ | — |  |  | $ | — |  |  | $ | 17,080 |  |  | $ | 17,080 |
Bantam Contingent Consideration This contingent consideration resulted from the earn-out associated with our October 19, 2018 acquisition of Bantam. In general, the terms of the acquisition specify the sellers will receive an earn-out based upon a pre-determined multiple of the defined adjusted EBITDA of Bantam for the twelve months ending December 31, 2023. The fair value of the contingent consideration was determined to be $8.9 million at October 19, 2018. The fair value is measured on a recurring basis using a Monte Carlo simulation that randomly changes revenue, EBITDA and other uncertain variables to estimate an expected value. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The following table represents our Level 3 fair value measurements using significant other unobservable inputs for Bantam’s contingent consideration:
| Three Months Ended December 31, |  | Six Months Ended December 31,
| 2018 |  | 2017 |  | 2018 |  | 2017
Contingent consideration at beginning of period | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | — |
Additions | 8,900 |  |  | — |  |  | 8,900 |  |  | — |
Change in contingent consideration | 95 |  |  | — |  |  | 95 |  |  | — |
Contingent consideration at end of period | $ | 8,995 |  |  | $ | — |  |  | $ | 8,995 |  |  | $ | — |
Angelic Contingent Consideration This contingent consideration resulted from the earn-out associated with our November 17, 2016 acquisition of Angelic. In general, the terms of the acquisition specify the sellers will receive an earn-out based upon a pre-determined multiple of the defined adjusted EBITDA of Angelic for fiscal 2021. The fair value of the contingent consideration was determined to be $13.9 million at November 17, 2016. The fair value is measured on a recurring basis using a present value approach, which incorporates factors such as business risks and projections, to estimate an expected value. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. Our December 31, 2018 fair value measurement resulted in a $9.7 million reduction in the fair value of Angelic’s contingent consideration based on a change in Angelic’s forecasted adjusted EBITDA for fiscal 2021. This adjustment was recorded in our Retail segment. The following table represents our Level 3 fair value measurements using significant other unobservable inputs for Angelic’s contingent consideration:
| Three Months Ended December 31, |  | Six Months Ended December 31,
| 2018 |  | 2017 |  | 2018 |  | 2017
Contingent consideration at beginning of period | $ | 17,080 |  |  | $ | 15,516 |  |  | $ | 17,080 |  |  | $ | 15,028 |
Additions | — |  |  | — |  |  | — |  |  | — |
Change in contingent consideration | (9,700 | ) |  | 505 |  |  | (9,700 | ) |  | 993 |
Contingent consideration at end of period | $ | 7,380 |  |  | $ | 16,021 |  |  | $ | 7,380 |  |  | $ | 16,021 |

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941 + Details
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