Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2019 | Jan. 31, 2020 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2019 | |
Document Transition Report | false | |
Entity File Number | 0-22818 | |
Entity Registrant Name | THE HAIN CELESTIAL GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3240619 | |
Entity Address, Address Line One | 1111 Marcus Avenue | |
Entity Address, City or Town | Lake Success | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11042 | |
City Area Code | 516 | |
Local Phone Number | 587-5000 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | HAIN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 104,384,620 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000910406 | |
Current Fiscal Year End Date | --06-30 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 37,024 | $ 31,017 |
Accounts receivable, less allowance for doubtful accounts of $558 and $588, respectively | 206,583 | 209,990 |
Inventories | 283,127 | 299,341 |
Prepaid expenses and other current assets | 50,019 | 51,391 |
Current assets of discontinued operations | 0 | 110,048 |
Total current assets | 576,753 | 701,787 |
Property, plant and equipment, net | 298,558 | 287,845 |
Goodwill | 879,705 | 875,881 |
Trademarks and other intangible assets, net | 378,796 | 380,286 |
Investments and joint ventures | 18,990 | 18,890 |
Operating lease right of use assets | 83,845 | |
Other assets | 48,298 | 58,764 |
Noncurrent assets of discontinued operations | 0 | 259,167 |
Total assets | 2,284,945 | 2,582,620 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 187,376 | 219,957 |
Accrued expenses and other current liabilities | 123,272 | 114,265 |
Current portion of long-term debt | 1,387 | 17,232 |
Current liabilities of discontinued operations | 0 | 31,703 |
Total current liabilities | 312,035 | 383,157 |
Long-term debt, less current portion | 324,864 | 613,537 |
Deferred income taxes | 35,012 | 34,757 |
Operating lease liabilities, noncurrent portion | 76,726 | |
Other noncurrent liabilities | 15,225 | 14,489 |
Noncurrent liabilities of discontinued operations | 0 | 17,361 |
Total liabilities | 763,862 | 1,063,301 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none | 0 | 0 |
Common stock - $.01 par value, authorized 150,000 shares; issued: 109,019 and 108,833 shares, respectively; outstanding:104,362 and 104,219 shares, respectively | 1,091 | 1,088 |
Additional paid-in capital | 1,164,618 | 1,158,257 |
Retained earnings | 586,593 | 695,017 |
Accumulated other comprehensive loss | (120,197) | (225,004) |
Total stockholders' equity including treasury stock | 1,632,105 | 1,629,358 |
Less: Treasury stock, at cost, 4,658 and 4,614 shares, respectively | (111,022) | (110,039) |
Total stockholders’ equity | 1,521,083 | 1,519,319 |
Total liabilities and stockholders’ equity | $ 2,284,945 | $ 2,582,620 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 558 | $ 588 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 109,019,000 | 108,833,000 |
Common stock, shares, outstanding | 104,362,000 | 104,219,000 |
Treasury stock, shares | 4,658,000 | 4,614,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 506,784 | $ 533,566 | $ 988,860 | $ 1,052,044 |
Cost of sales | 401,177 | 432,215 | 785,422 | 861,785 |
Gross profit | 105,607 | 101,351 | 203,438 | 190,259 |
Selling, general and administrative expenses | 79,078 | 78,496 | 159,758 | 154,473 |
Amortization of acquired intangibles | 3,189 | 3,322 | 6,272 | 6,681 |
Productivity and transformation costs | 12,260 | 9,872 | 26,435 | 20,205 |
Chief Executive Officer Succession Plan expense, net | 0 | 10,148 | 0 | 29,701 |
Proceeds from insurance claim | 0 | 0 | (2,562) | 0 |
Accounting review and remediation costs, net of insurance proceeds | 0 | 920 | 0 | 4,334 |
Long-lived asset and intangibles impairment | 1,889 | 19,473 | 1,889 | 23,709 |
Operating income (loss) | 9,191 | (20,880) | 11,646 | (48,844) |
Interest and other financing expense, net | 4,737 | 5,428 | 11,031 | 9,742 |
Other expense, net | 1,244 | 371 | 2,572 | 971 |
Income (loss) from continuing operations before income taxes and equity in net loss of equity-method investees | 3,210 | (26,679) | (1,957) | (59,557) |
Provision (benefit) for income taxes | 1,020 | 5,097 | 489 | (4,869) |
Equity in net loss of equity-method investees | 338 | 11 | 655 | 186 |
Net income (loss) from continuing operations | 1,852 | (31,787) | (3,101) | (54,874) |
Net loss from discontinued operations, net of tax | (2,816) | (34,714) | (104,884) | (49,052) |
Net loss | $ (964) | $ (66,501) | $ (107,985) | $ (103,926) |
Net income (loss) per common share: | ||||
Basic net loss income per common share from continuing operations (USD per share) | $ 0.02 | $ (0.31) | $ (0.03) | $ (0.53) |
Basic net loss per common share from discontinued operations (USD per share) | (0.03) | (0.33) | (1.01) | (0.47) |
Basic net loss income per common share (USD per share) | (0.01) | (0.64) | (1.04) | (1) |
Diluted net loss income per common share from continuing operations (USD per share) | 0.02 | (0.31) | (0.03) | (0.53) |
Diluted net loss per common share from discontinued operations (USD per share) | (0.03) | (0.33) | (1.01) | (0.47) |
Diluted loss income per common share (USD per share) | $ (0.01) | $ (0.64) | $ (1.04) | $ (1) |
Shares used in the calculation of net income (loss) per common share: | ||||
Basic (shares) | 104,318 | 104,056 | 104,272 | 104,009 |
Diluted (shares) | 104,619 | 104,056 | 104,272 | 104,009 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (964) | $ (66,501) | $ (107,985) | $ (103,926) |
Pre-tax amount | ||||
Foreign currency translation adjustments before reclassifications | 48,655 | (27,948) | 9,713 | (41,467) |
Reclassification of currency translation adjustment included in Net loss from discontinued operations, net of tax | 95,120 | 0 | ||
Change in deferred gains (losses) on cash flow hedging instruments | 52 | 0 | (26) | 0 |
Total other comprehensive income (loss) | 48,707 | (27,948) | 104,807 | (41,467) |
Tax (expense) benefit | ||||
Foreign currency translation adjustments before reclassifications | 0 | 0 | 0 | 0 |
Reclassification of currency translation adjustment included in Net loss from discontinued operations, net of tax | 0 | 0 | ||
Change in deferred losses on cash flow hedging instruments | (10) | 0 | 0 | 0 |
Total other comprehensive income (loss) | (10) | 0 | 0 | 0 |
After-tax amount | ||||
Foreign currency translation adjustments before reclassifications | 48,655 | (27,948) | 9,713 | (41,467) |
Reclassification of currency translation adjustment included in Net loss from discontinued operations, net of tax | 95,120 | 0 | ||
Change in deferred losses on cash flow hedging instruments | 42 | 0 | (26) | 0 |
Total other comprehensive income (loss) | 48,697 | (27,948) | 104,807 | (41,467) |
Total comprehensive loss | $ 47,733 | $ (94,449) | $ (3,178) | $ (145,393) |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive (Loss) Income [Member] |
Balance at Jun. 30, 2018 | $ 1,737,049 | $ 1,084 | $ 1,148,196 | $ 878,516 | $ (106,507) | $ (184,240) |
Balance (shares) at Jun. 30, 2018 | 108,422 | 4,470 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (37,425) | (37,425) | ||||
Other comprehensive income (loss) | (13,519) | (13,519) | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 1 | (1) | |||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 85 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (979) | $ (979) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans (shares) | 35 | |||||
Stock-based compensation expense | 135 | 135 | ||||
Balance at Sep. 30, 2018 | 1,685,424 | $ 1,085 | 1,148,330 | 840,906 | $ (107,486) | (197,411) |
Balance (shares) at Sep. 30, 2018 | 108,507 | 4,505 | ||||
Balance at Jun. 30, 2018 | 1,737,049 | $ 1,084 | 1,148,196 | 878,516 | $ (106,507) | (184,240) |
Balance (shares) at Jun. 30, 2018 | 108,422 | 4,470 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (103,926) | |||||
Balance at Dec. 31, 2018 | 1,590,943 | $ 1,087 | 1,150,239 | 774,405 | $ (109,429) | (225,359) |
Balance (shares) at Dec. 31, 2018 | 108,691 | 4,584 | ||||
Balance at Sep. 30, 2018 | 1,685,424 | $ 1,085 | 1,148,330 | 840,906 | $ (107,486) | (197,411) |
Balance (shares) at Sep. 30, 2018 | 108,507 | 4,505 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (66,501) | (66,501) | ||||
Other comprehensive income (loss) | (27,948) | (27,948) | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 2 | (2) | |||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 184 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (1,943) | $ (1,943) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans (shares) | 79 | |||||
Stock-based compensation expense | 1,911 | 1,911 | ||||
Balance at Dec. 31, 2018 | 1,590,943 | $ 1,087 | 1,150,239 | 774,405 | $ (109,429) | (225,359) |
Balance (shares) at Dec. 31, 2018 | 108,691 | 4,584 | ||||
Balance at Jun. 30, 2019 | $ 1,519,319 | $ 1,088 | 1,158,257 | 695,017 | $ (110,039) | (225,004) |
Balance (shares) at Jun. 30, 2019 | 108,833 | 108,833 | 4,614 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (107,021) | (107,021) | ||||
Other comprehensive income (loss) | 56,110 | 56,110 | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 1 | (1) | |||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 40 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (312) | $ (312) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans (shares) | 17 | |||||
Stock-based compensation expense | 3,281 | 3,281 | ||||
Balance at Sep. 30, 2019 | 1,470,938 | $ 1,089 | 1,161,537 | 587,557 | $ (110,351) | (168,894) |
Balance (shares) at Sep. 30, 2019 | 108,873 | 4,631 | ||||
Balance at Jun. 30, 2019 | $ 1,519,319 | $ 1,088 | 1,158,257 | 695,017 | $ (110,039) | (225,004) |
Balance (shares) at Jun. 30, 2019 | 108,833 | 108,833 | 4,614 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | $ (107,985) | |||||
Balance at Dec. 31, 2019 | $ 1,521,083 | $ 1,091 | 1,164,618 | 586,593 | $ (111,022) | (120,197) |
Balance (shares) at Dec. 31, 2019 | 109,019 | 109,019 | 4,658 | |||
Balance at Sep. 30, 2019 | $ 1,470,938 | $ 1,089 | 1,161,537 | 587,557 | $ (110,351) | (168,894) |
Balance (shares) at Sep. 30, 2019 | 108,873 | 4,631 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net loss | (964) | (964) | ||||
Other comprehensive income (loss) | 48,697 | 48,697 | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 2 | (2) | |||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 146 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (671) | $ (671) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans (shares) | 27 | |||||
Stock-based compensation expense | 3,083 | 3,083 | ||||
Balance at Dec. 31, 2019 | $ 1,521,083 | $ 1,091 | $ 1,164,618 | $ 586,593 | $ (111,022) | $ (120,197) |
Balance (shares) at Dec. 31, 2019 | 109,019 | 109,019 | 4,658 |
Consolidated Statement Of Sto_2
Consolidated Statement Of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 |
Statement of Stockholders' Equity [Abstract] | ||||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (107,985) | $ (103,926) |
Net loss from discontinued operations | (104,884) | (49,052) |
Net loss from continuing operations | (3,101) | (54,874) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used in) operating activities from continuing operations: | ||
Depreciation and amortization | 27,142 | 25,065 |
Deferred income taxes | (5,155) | (22,666) |
Chief Executive Officer Succession Plan expense, net | 0 | 29,272 |
Equity in net loss of equity-method investees | 655 | 186 |
Stock-based compensation, net | 5,820 | 1,991 |
Long-lived asset and intangibles impairment | 1,889 | 23,709 |
Other non-cash items, net | 2,661 | 1,285 |
Increase (decrease) in cash attributable to changes in operating assets and liabilities: | ||
Accounts receivable | 7,540 | 9,540 |
Inventories | 9,389 | (5,748) |
Other current assets | 1,895 | (1,528) |
Other assets and liabilities | (1,242) | 4,594 |
Accounts payable and accrued expenses | (30,345) | (10,830) |
Net cash provided by (used in) operating activities - continuing operations | 17,148 | (4) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (29,337) | (40,998) |
Proceeds from sale of businesses and other | 13,120 | 3,863 |
Net cash used in investing activities - continuing operations | (16,217) | (37,135) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under bank revolving credit facility | 147,000 | 150,000 |
Repayments under bank revolving credit facility | (245,500) | (137,646) |
Repayments under term loan | (206,250) | (7,500) |
Proceeds from discontinued operations entities | 309,929 | 13,550 |
Repayments of other debt, net | (501) | (601) |
Shares withheld for payment of employee payroll taxes | (984) | (2,922) |
Net cash provided by financing activities - continuing operations | 3,694 | 14,881 |
Effect of exchange rate changes on cash - continuing operations | 1,382 | (1,492) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Cash used in operating activities | (5,687) | (2,859) |
Cash provided by (used in) investing activities | 301,815 | (3,472) |
Cash used in financing activities | (304,100) | (4,417) |
Effect of exchange rate changes on cash - discontinued operations | (537) | (477) |
Net cash flows used in discontinued operations | (8,509) | (11,225) |
Net decrease in cash and cash equivalents and restricted cash | (2,502) | (34,975) |
Cash and cash equivalents at beginning of period | 39,526 | 113,018 |
Cash and cash equivalents and restricted cash at end of period | 37,024 | 78,043 |
Less: cash and cash equivalents of discontinued operations | 0 | (17,098) |
Cash and cash equivalents and restricted cash of continuing operations at end of period | $ 37,024 | $ 60,945 |
Business
Business | 6 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | BUSINESS The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” and herein referred to as “Hain Celestial,” “we,” “us” and “our”), was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet — To Create and Inspire A Healthier Way of Life TM and be the leading marketer, manufacturer and seller of organic and natural, “better-for-you” products by anticipating and exceeding consumer expectations in providing quality, innovation, value and convenience. The Company is committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes. Hain Celestial sells its products through specialty and natural food distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores in over 70 countries worldwide. The Company manufactures, markets, distributes and sells organic and natural products under brand names that are sold as “better-for-you” products, providing consumers with the opportunity to lead A Healthier Way of Life™. Hain Celestial is a leader in many organic and natural products categories, with many recognized brands in the various market categories it serves, including Almond Dream ® , Bearitos ® , Better Bean ® , BluePrint ® , Casbah ® , Celestial Seasonings ® , Clarks™, Coconut Dream ® , Cully & Sully ® , Danival ® , DeBoles ® , Earth’s Best ® , Ella’s Kitchen ® , Europe’s Best ® , Farmhouse Fare™, Frank Cooper’s ® , Gale’s ® , Garden of Eatin’ ® , GG UniqueFiber ® , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , Imagine ® , Johnson’s Juice Co.™, Joya ® , Lima ® , Linda McCartney ® (under license), MaraNatha ® , Mary Berry (under license), Natumi ® , New Covent Garden Soup Co. ® , Orchard House ® , Rice Dream ® , Robertson’s ® , Rudi’s Gluten-Free Bakery™, Rudi’s Organic Bakery ® , Sensible Portions ® , Spectrum ® Organics, Soy Dream ® , Sun-Pat ® , Sunripe ® , Terra ® , The Greek Gods ® , Walnut Acres ® , Yorkshire Provender ® , Yves Veggie Cuisine ® and William’s™. The Company’s personal care products are marketed under the Alba Botanica ® , Avalon Organics ® , Earth’s Best ® , JASON ® , Live Clean ® and Queen Helene ® brands. The Company’s strategy is to focus on simplifying the Company’s portfolio and reinvigorating profitable sales growth through discontinuing uneconomic investment, realigning resources to coincide with individual brand roles, reducing unproductive stock-keeping units (“SKUs”) and brands, and reassessing current pricing architecture. As part of this initiative, the Company reviewed its product portfolio within North America and divided it into “Get Bigger” and “Get Better” brand categories. The Company’s “Get Bigger” brands represent its strongest brands with higher margins, which compete in categories with strong growth. In order to capitalize on the potential of these brands, the Company began reallocating resources to optimize assortment and increase share of distribution. In addition, the Company will increase its marketing and innovation investments. The Company’s “Get Better” brands are the brands in which the Company is primarily focused on simplification and expansion of profit. Some of these are low margin, non-strategic brands that add complexity with minimal benefit to the Company’s operations. Accordingly, in fiscal 2019, the Company initiated a SKU rationalization, which included the elimination of approximately 350 low velocity SKUs. The elimination of these SKUs is expected to impact sales growth in the current fiscal year, but is expected to result in expanded profits and a remaining set of core SKUs that will maintain their shelf space in the store. As part of the Company’s overall strategy, the Company may seek to dispose of businesses and brands that are less profitable or are otherwise less of a strategic fit within our core portfolio. Accordingly, the Company divested of all of its operations of the Hain Pure Protein reportable segment and WestSoy® tofu, seitan and tempeh businesses in the United States in fiscal 2019, the entities comprising its Tilda operating segment and certain other assets of the Tilda business in August 2019 and its Arrowhead Mills® and SunSpire® brands in October 2019. Productivity and Transformation Costs As part of the Company’s historical strategic review, it focused on a productivity initiative, which it called “Project Terra.” A key component of this project was the identification of global cost savings and the removal of complexity from the business. In fiscal 2019, the Company announced a new transformation initiative, of which one aspect is to identify additional areas of productivity savings to support sustainable profitable performance. Productivity and transformation costs include costs, such as consulting and severance costs, relating to streamlining the Company’s manufacturing plants, co-packers and supply chain, eliminating served categories or brands within those categories, and product rationalization initiatives which are aimed at eliminating slow moving SKUs. Discontinued Operations On August 27, 2019, the Company and Ebro Foods S.A. (the “Purchaser”) entered into, and consummated the transactions contemplated by, an agreement titled, "Agreement relating to the sale and purchase of the Tilda Group Entities and certain other assets" (the “Sale and Purchase Agreement”). On February 15, 2019, the Company completed the sale of substantially all of the assets used primarily for the Plainville Farms business, a component of the Company’s Hain Pure Protein Corporation (“HPPC”) operating segment. On June 28, 2019, the Company completed the sale of the remainder of HPPC and Empire Kosher which included the FreeBird and Empire Kosher businesses. These dispositions were undertaken to reduce complexity in the Company’s operations and simplify the Company’s brand portfolio, in addition to allowing additional flexibility to focus on opportunities for growth and innovation in the Company’s more profitable and faster growing core businesses. Collectively, these dispositions were reported in the aggregate as the Hain Pure Protein reportable segment. These dispositions represented strategic shifts that had a major impact on the Company’s operations and financial results and therefore, the Company is presenting the operating results and cash flows of the Tilda operating segment and the Hain Pure Protein reportable segment within discontinued operations in the current and prior periods. The assets and liabilities of the Tilda operating segment are presented as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of June 30, 2019. See Note 5, Discontinued Operations , for additional information. Change in Reportable Segments Historically, the Company had three reportable segments: United States, United Kingdom and Rest of World. Effective July 1, 2019, the Company reassessed its segment reporting structure and as a result, the Canada and Hain Ventures operating segments, which were included within the Rest of World reportable segment, were moved to the United States reportable segment and renamed the North America reportable segment. Additionally, the Europe operating segment, which was included in the Rest of World reportable segment, was combined with the United Kingdom reportable segment and renamed the International reportable segment. Accordingly, the Company now operates under two reportable segments: North America and International. Prior period segment information contained herein has been adjusted to reflect the Company’s new operating and reporting structure. See Note 17, Segment Information , for additional information. |
Basis Of Presentation
Basis Of Presentation | 6 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION The Company’s unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exerts significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net loss includes the Company's equity in the current earnings or losses of such companies. The Company's unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP and should be read in conjunction with the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the “Form 10-K”). The amounts as of and for the periods ended June 30, 2019 are derived from the Company’s audited annual financial statements. The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods. Operating results for the three and six months ended December 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2020. Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2019 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes. All amounts in the unaudited consolidated financial statements, notes and tables have been rounded to the nearest thousand, except par values and per share amounts, unless otherwise indicated. Significant Accounting Policies The Company's significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Practices , in the Notes to the Consolidated Financial Statements in the Form 10-K. Included herein are certain updates to those policies. Leases Effective July 1, 2019, arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not readily determinable for the Company's leases. For these leases, an incremental borrowing rate is used in determining the present value of lease payments, and is calculated based on information available at the lease commencement date. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases with an initial term of 12 months or less are not recognized on the Company's balance sheet. The Company has elected to separate lease and non-lease components. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , effective July 1, 2019, using a modified retrospective approach. As permitted by the new guidance, the Company elected the package of practical expedients, which among other things, allowed historical lease classification to be carried forward. Excluding Tilda, adoption of the new standard resulted in the recording of operating lease ROU assets and lease liabilities as of July 1, 2019 of $87,414 and $92,982, respectively, with the difference largely due to prepaid and deferred rent that were reclassified to the ROU asset value. In addition, the Company recorded a cumulative-effect adjustment to opening retained earnings of $439 at adoption for the impairment of an abandoned ROU asset for a manufacturing facility in the United Kingdom that was previously impaired and the remaining lease payments were accounted for under ASC Topic 420, Exit or Disposal Obligations . The standard did not materially affect the Company’s consolidated net income (loss) or cash flows. See Note 8, Leases , for further details. Recently Issued Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected versus incurred credit losses for most financial assets. The new guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements for fair value measurement by removing, modifying or adding certain disclosures. The new guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amended guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
Former Chief Executive Officer
Former Chief Executive Officer Succession Plan | 6 Months Ended |
Dec. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Former Chief Executive Officer Succession Plan | FORMER CHIEF EXECUTIVE OFFICER SUCCESSION PLAN On June 24, 2018, the Company entered into a CEO succession plan, whereby the Company’s former CEO, Irwin D. Simon, agreed to terminate his employment with the Company upon the hiring of a new CEO (the “Succession Agreement”). The Succession Agreement provided Mr. Simon with a cash separation payment of $34,295 payable in a single lump sum and cash benefits continuation costs of $208. These costs were recognized from June 24, 2018 through November 4, 2018, at which time the Company’s new CEO, Mark L. Schiller, commenced his employment. Expense recognized in connection with these payments was $9,080 and $33,051 in the three and six months ended December 31, 2018. The cash separation payment was paid on May 6, 2019. Additionally, the Succession Agreement allowed for acceleration of vesting of all service-based awards outstanding at the termination of Mr. Simon’s employment. In connection with these accelerations, the Company recognized additional stock-based compensation expense of $429 ratably through November 4, 2018, of which $117 was recognized in the three months ended December 31, 2018. The aforementioned impacts were recorded in Chief Executive Officer Succession Plan expense, net in the Consolidated Statements of Operations. As further discussed in Note 13, Stock-based Compensation and Incentive Performance Plans, in the three months ended September 30, 2018, the Company’s Compensation Committee determined that no awards would be paid or vested pursuant to the 2016-2018 LTIP. Accordingly, the Company recorded a benefit of $5,065 associated with the reversal of previously accrued amounts under the net sales portion of the 2016-2018 LTIP associated with Mr. Simon. On October 26, 2018, the Company and Mr. Simon entered into a consulting agreement (the “Consulting Agreement”) in order to, among other things, assist Mr. Schiller with his transition as the Company’s incoming CEO. The term of the Consulting Agreement commenced on November 5, 2018 and continued until February 5, 2019. Mr. Simon received an aggregate consulting fee of $975 as compensation for his services during the consulting term, of which $650 was recognized in the Consolidated Statements of Operations as a component of “Chief Executive Officer Succession Plan expense, net” in the three and six months ended December 31, 2018. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 6 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Numerator: Net income (loss) from continuing operations $ 1,852 $ (31,787) $ (3,101) $ (54,874) Net loss from discontinued operations, net of tax (2,816) (34,714) (104,884) (49,052) Net loss $ (964) $ (66,501) $ (107,985) $ (103,926) Denominator: Basic weighted average shares outstanding 104,318 104,056 104,272 104,009 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units 301 — — — Diluted weighted average shares outstanding 104,619 104,056 104,272 104,009 Basic net income (loss) per common share: Continuing operations $ 0.02 $ (0.31) $ (0.03) $ (0.53) Discontinued operations (0.03) (0.33) (1.01) (0.47) Basic net loss per common share $ (0.01) $ (0.64) $ (1.04) $ (1.00) Diluted net income (loss) per common share: Continuing operations $ 0.02 $ (0.31) $ (0.03) $ (0.53) Discontinued operations (0.03) (0.33) (1.01) (0.47) Diluted net loss per common share $ (0.01) $ (0.64) $ (1.04) $ (1.00) Basic net income (loss) per share excludes the dilutive effects of stock options, unvested restricted stock and unvested restricted share units. Due to our net losses in the six months ended December 31, 2019 and the three and six months ended December 31, 2018, all common stock equivalents such as stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per common share because the effect would have been anti-dilutive to the computations in each period. There were 485 and 498 restricted stock awards and stock options excluded from our calculation of diluted net income (loss) per share for the three months ended December 31, 2019 and 2018, respectively, as such awards were anti-dilutive. Additionally, there were 2,550 and 1,152 stock-based awards excluded for the three months ended December 31, 2019 and 2018, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. There were 689 and 464 restricted stock awards and stock options excluded from our calculation of diluted net loss per share for the six months ended December 31, 2019 and 2018, respectively, as such awards were anti-dilutive. Additionally, there were 2,745 and 710 stock-based awards excluded for the six months ended December 31, 2019 and 2018, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. Share Repurchase Program On June 21, 2017, the Company's Board of Directors authorized the repurchase of up to $250,000 of the Company’s issued and outstanding common stock. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, including the Company’s historical strategy of pursuing accretive acquisitions. As of December 31, 2019, the Company had not repurchased any shares under this program and had $250,000 of remaining capacity under the share repurchase program. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS Sale of Tilda Business On August 27, 2019, the Company and the Purchaser entered into, and consummated the transactions contemplated by the Sale and Purchase Agreement. Under the Sale and Purchase Agreement, the Company sold the entities comprising its Tilda operating segment (the “Tilda Group Entities”) and certain other assets of the Tilda business to the Purchaser for an aggregate price of $342,000 in cash, subject to customary post-closing adjustments based on the balance sheets of the Tilda business. The other assets sold in the transaction consisted of raw materials, consumables, packaging, and finished and unfinished goods related to the Tilda business held by other Company entities that are not Tilda Group Entities. In January 2020, the Company and the Purchaser agreed to fully resolve all matters relating to post-closing adjustments to the sale price, resulting in a final aggregate sale price of $341,800. The Company used the proceeds from the sale to pay down the remaining outstanding borrowings under its term loan and a portion of its revolving credit facility. The Sale and Purchase Agreement contains representations, warranties and covenants that are customary for a transaction of this nature. The Company also entered into certain ancillary agreements with the Purchaser and certain of the Tilda Group Entities in connection with the Sale and Purchase Agreement, including a transitional services agreement (the "TSA") pursuant to which the Company and the Purchaser provide transitional services to one another, and business transfer agreements pursuant to which the applicable Tilda Group Entities will transfer certain non-Tilda assets and liabilities in India and the United Arab Emirates to subsidiaries of the Company to be formed in those countries. Additionally, the Company will distribute certain Tilda products in the United States, Canada and Europe through the expiration of the TSA. The disposition of the Tilda operating segment represented a strategic shift that had a major impact on the Company’s operations and financial results and has been accounted for as discontinued operations. The following table presents the major classes of Tilda’s results within “Net loss from discontinued operations, net of tax” in our Consolidated Statements of Operations: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Net sales $ 2,667 $ 50,590 $ 30,399 $ 92,945 Cost of sales 2,496 37,668 26,648 69,337 Gross profi t 171 12,922 3,751 23,608 Selling, general and administrative expense 246 6,892 5,185 13,172 Other expense 824 537 1,172 1,083 Interest expense (1) — 3,391 2,432 6,782 Translation loss (2) — — 95,120 — Loss (gain) on sale of discontinued operations 3,752 — (10,170) — Net (loss) income from discontinued operations before income taxes (4,651) 2,102 (89,988) 2,571 (Benefit) provision for income taxes (3) (1,835) (407) 13,865 76 Net (loss) income from discontinued operations, net of tax $ (2,816) $ 2,509 $ (103,853) $ 2,495 (1) Interest expense was allocated to discontinued operations based on borrowings repaid with proceeds from the sale of Tilda. (2) At the completion of the sale of Tilda, the Company reclassified $95,120 of related cumulative translation losses from Accumulated other comprehensive loss to discontinued operations, net of tax. (3) Includes a tax (benefit) provision related to the tax gain on the sale of Tilda of $(1,250) and $15,250 for the three and six months ended December 31, 2019, respectively. Assets and liabilities of discontinued operations associated with Tilda presented in the Consolidated Balance Sheets as of June 30, 2019 are included in the following table: June 30, ASSETS 2019 Cash and cash equivalents $ 8,509 Accounts receivable, less allowance for doubtful accounts 26,955 Inventories 65,546 Prepaid expenses and other current assets 9,038 Total current assets of discontinued operations (1) 110,048 Property, plant and equipment, net 40,516 Goodwill 133,098 Trademarks and other intangible assets, net 84,925 Other assets 628 Total noncurrent assets of discontinued operations (1) 259,167 Total assets of discontinued operations $ 369,215 LIABILITIES Accounts payable $ 18,341 Accrued expenses and other current liabilities 4,675 Current portion of long-term debt 8,687 Total current liabilities of discontinued operations (1) 31,703 Deferred tax liabilities 17,153 Other noncurrent liabilities 208 Total noncurrent liabilities of discontinued operations (1) 17,361 Total liabilities of discontinued operations (1) $ 49,064 (1) Assets and liabilities from discontinued operations were classified as current and noncurrent at June 30, 2019 as they did not meet the held-for-sale criteria. Sale of Hain Pure Protein Reportable Segment In March 2018, the Company’s Board of Directors approved a plan to sell all of the operations of the HPPC operating segment, which included the Plainville Farms and FreeBird businesses, and the EK Holdings, Inc. (“Empire Kosher” or “Empire”) operating segment, which were reported in the aggregate as the Hain Pure Protein reportable segment. Collectively, these dispositions represented a strategic shift that had a major impact on the Company’s operations and financial results and have been accounted for as discontinued operations. The Company is presenting the operating results and cash flows of Hain Pure Protein within discontinued operations in the current and prior periods. Sale of Plainville Farms Business On February 15, 2019, the Company completed the sale of substantially all of the assets used primarily for the Plainville Farms business (a component of HPPC), which included $25,000 in cash to the purchaser, for a nominal purchase price. In addition, the purchaser assumed the current liabilities of the Plainville Farms business as of the closing date. As a condition to consummating the sale, the Company entered into a Contingent Funding and Earnout Agreement, which provided for the issuance by the Company of an irrevocable stand-by letter of credit (the “Letter of Credit”) of $10,000 which expires nineteen months after issuance. As of June 30, 2019, the purchaser has fully drawn against the Letter of Credit. The Company is entitled to receive an earnout not to exceed, in the aggregate, 120% of the maximum amount that the purchaser draws on the Letter of Credit at any point from the date of issuance through the expiration of the Letter of Credit. Earnout payments are based on a specified percentage of annual free cash flow achieved for all fiscal years ending on or prior to June 30, 2026. If a subsequent change in control of the Plainville Farms business occurs prior to June 30, 2026, the purchaser will pay the Company 120% of the difference between the amount drawn on the Letter of Credit less the sum of all earnout payments made prior to such time up to the net proceeds received by the purchaser. At December 31, 2019, the Company had not recorded an asset associated with the earnout. Sale of HPPC and Empire Kosher On June 28, 2019, the Company completed the sale of the remainder of HPPC and EK Holdings, which included the FreeBird and Empire Kosher businesses. The purchase price, net of estimated customary adjustments based on the closing balance sheet of HPPC, was $77,714. The Company is in the process of finalizing the closing adjustments. The Company used the proceeds from the sale to pay down a portion of its outstanding borrowings under its term loan. The following table presents the major classes of Hain Pure Protein’s results within “Net loss from discontinued operations, net of tax” in our Consolidated Statements of Operations: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Net sales $ — $ 147,181 $ — $ 260,720 Cost of sales — 144,682 — 267,796 Gross profit (loss) — 2,499 — (7,076) Selling, general and administrative expense — 4,750 — 8,992 Asset impairments — 54,946 — 57,904 Other expense — 2,478 — 5,195 Loss on sale of discontinued operations (1) — — 1,424 — Net loss from discontinued operations before income taxes — (59,675) (1,424) (79,167) Benefit for income taxes — (22,452) (393) (27,620) Net loss from discontinued operations, net of tax $ — $ (37,223) $ (1,031) $ (51,547) (1) Primarily relates to preliminary closing balance sheet adjustments. |
Inventories
Inventories | 6 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consisted of the following: December 31, June 30, Finished goods $ 192,587 $ 199,754 Raw materials, work-in-progress and packaging 90,540 99,587 $ 283,127 $ 299,341 At each period end, inventory is reviewed to ensure that it is recorded at the lower of cost or net realizable value. During the six months ended December 31, 2019 and the fiscal year ended June 30, 2019, the Company recorded inventory write-downs of $3,916 and $12,381, respectively, in connection with the discontinuance of slow moving SKUs as part of a product rationalization initiative. |
Property, Plant And Equipment,
Property, Plant And Equipment, Net | 6 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant And Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: December 31, June 30, Land $ 14,323 $ 14,240 Buildings and improvements 84,883 83,151 Machinery and equipment 290,712 274,554 Computer hardware and software 59,889 48,984 Furniture and fixtures 19,074 17,325 Leasehold improvements 42,026 32,264 Construction in progress 14,345 35,786 525,252 506,304 Less: accumulated depreciation and amortization 226,694 218,459 $ 298,558 $ 287,845 Depreciation and amortization expense for the three months ended December 31, 2019 and 2018 was $8,024 and $6,757, respectively. Such expense for the six months ended December 31, 2019 and 2018 was $15,729 and $14,230, respectively. In the six months ended December 31, 2018, the Company recorded $5,275 of non-cash impairment charges primarily related to the Company’s decision to consolidate manufacturing of certain fruit-based products in the United Kingdom. Additionally, the Company recorded a $534 non-cash impairment charge to write down the value of certain machinery and equipment used to manufacture certain slow moving SKUs in the United States that were discontinued. There were no impairment charges recorded during the six months ended December 31, 2019. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | LEASES The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Europe. The Company determines if an arrangement is or contains a lease at inception. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants. A limited number of lease agreements include rental payments adjusted periodically for inflation. Some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index changes are recorded as variable lease expense in the period incurred. The Company does not have any related party leases, and sublease transactions are de minimis. The components of lease expenses for the three and six months ended December 31, 2019 were as follows: Three Months Ended Six Months Ended December 31, 2019 December 31, 2019 Operating lease expenses $ 4,800 $ 9,489 Finance lease expenses: Amortization of ROU assets 168 448 Interest on lease liabilities 20 41 Total finance lease expenses 188 489 Variable lease expenses 381 1,240 Short-term lease expenses 419 859 Total lease expenses $ 5,788 $ 12,077 Supplemental balance sheet information related to leases was as follows: Leases Classification December 31, 2019 Assets Operating lease ROU assets Operating lease right of use assets $ 83,845 Finance lease ROU assets, net Property, plant and equipment, net 1,267 Total leased assets $ 85,112 Liabilities Current Operating Accrued expenses and other current liabilities $ 13,567 Finance Current portion of long-term debt 442 Non-current Operating Operating lease liabilities, noncurrent portion 76,726 Finance Long-term debt, less current portion 412 Total lease liabilities $ 91,147 Additional information related to leases is as follows: Six Months Ended December 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,113 Operating cash flows from finance leases $ 12 Financing cash flows from finance leases $ 244 Right-of-use assets obtained in exchange for lease obligations (a) : Operating leases $ 92,640 Finance leases $ 1,131 Weighted average remaining lease term: Operating leases 8.6 years Finance leases 2.4 years Weighted average discount rate: Operating leases 2.7 % Finance leases 3.1 % (a) Right-of-use assets obtained in exchange for lease obligations includes the impact of the adoption of ASU 2016-02 effective July 1, 2019 (see Note 2) and leases which commenced, were modified or terminated during the six months ended December 31, 2019. Maturities of lease liabilities as of December 31, 2019 were as follows: Fiscal Year Operating leases Finance leases Total 2020 (remainder of year) $ 7,555 $ 238 $ 7,793 2021 15,258 369 15,627 2022 12,987 184 13,171 2023 11,994 54 12,048 2024 10,191 27 10,218 Thereafter 44,398 6 44,404 Total lease payments 102,383 878 103,261 Less: Imputed interest 12,090 24 12,114 Total lease liabilities $ 90,293 $ 854 $ 91,147 The aggregate minimum future lease payments for operating leases at June 30, 2019 were as follows: Fiscal Year 2020 $ 19,426 2021 16,584 2022 14,218 2023 13,221 2024 11,041 Thereafter 44,452 $ 118,942 |
Leases | LEASES The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Europe. The Company determines if an arrangement is or contains a lease at inception. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants. A limited number of lease agreements include rental payments adjusted periodically for inflation. Some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index changes are recorded as variable lease expense in the period incurred. The Company does not have any related party leases, and sublease transactions are de minimis. The components of lease expenses for the three and six months ended December 31, 2019 were as follows: Three Months Ended Six Months Ended December 31, 2019 December 31, 2019 Operating lease expenses $ 4,800 $ 9,489 Finance lease expenses: Amortization of ROU assets 168 448 Interest on lease liabilities 20 41 Total finance lease expenses 188 489 Variable lease expenses 381 1,240 Short-term lease expenses 419 859 Total lease expenses $ 5,788 $ 12,077 Supplemental balance sheet information related to leases was as follows: Leases Classification December 31, 2019 Assets Operating lease ROU assets Operating lease right of use assets $ 83,845 Finance lease ROU assets, net Property, plant and equipment, net 1,267 Total leased assets $ 85,112 Liabilities Current Operating Accrued expenses and other current liabilities $ 13,567 Finance Current portion of long-term debt 442 Non-current Operating Operating lease liabilities, noncurrent portion 76,726 Finance Long-term debt, less current portion 412 Total lease liabilities $ 91,147 Additional information related to leases is as follows: Six Months Ended December 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,113 Operating cash flows from finance leases $ 12 Financing cash flows from finance leases $ 244 Right-of-use assets obtained in exchange for lease obligations (a) : Operating leases $ 92,640 Finance leases $ 1,131 Weighted average remaining lease term: Operating leases 8.6 years Finance leases 2.4 years Weighted average discount rate: Operating leases 2.7 % Finance leases 3.1 % (a) Right-of-use assets obtained in exchange for lease obligations includes the impact of the adoption of ASU 2016-02 effective July 1, 2019 (see Note 2) and leases which commenced, were modified or terminated during the six months ended December 31, 2019. Maturities of lease liabilities as of December 31, 2019 were as follows: Fiscal Year Operating leases Finance leases Total 2020 (remainder of year) $ 7,555 $ 238 $ 7,793 2021 15,258 369 15,627 2022 12,987 184 13,171 2023 11,994 54 12,048 2024 10,191 27 10,218 Thereafter 44,398 6 44,404 Total lease payments 102,383 878 103,261 Less: Imputed interest 12,090 24 12,114 Total lease liabilities $ 90,293 $ 854 $ 91,147 The aggregate minimum future lease payments for operating leases at June 30, 2019 were as follows: Fiscal Year 2020 $ 19,426 2021 16,584 2022 14,218 2023 13,221 2024 11,041 Thereafter 44,452 $ 118,942 |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 6 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table provides the changes in the carrying value of goodwill by reportable segment: North America International Total Balance as of June 30, 2019 (a) $ 612,590 $ 263,291 $ 875,881 Divestiture (4,357) — (4,357) Translation and other adjustments, net (32) 8,213 8,181 Balance as of December 31, 2019 (a) $ 608,201 $ 271,504 $ 879,705 (a) The total carrying value of goodwill is reflected net of $134,277 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment, $29,219 related to the Company’s Europe operating segment and $7,700 related to the Company’s former Hain Ventures operating segment, whose goodwill and accumulated impairment charges were reallocated within the North America reportable segment to the United States and Canada operating segments on a relative fair value basis. During fiscal 2019, the Company’s reporting units were Hain Pure Personal Care, Grocery and Snacks and Celestial Tea in the United States reportable segment, Hain Daniels, Ella’s Kitchen and Tilda in the United Kingdom reportable segment and Hain Canada, Hain Europe and Hain Ventures within the Rest of World reportable segment. As discussed in Note 17, Segment Information, effective July 1, 2019, the Company changed its segment reporting structure due to changes in how the Company’s Chief Operating Decision Maker (“CODM”) assesses the Company’s performance and allocates resources as a result of a change in the Company’s strategy. In connection with these changes, the Company’s reporting units now consist of the United States (as a single reporting unit) and Hain Canada within the North America reportable segment and Hain Daniels, Ella’s Kitchen, Tilda (prior to its sale on August 27, 2019) and Hain Europe within the International reportable segment. The brands constituting the Hain Ventures reporting unit were combined within the United States and Hain Canada reporting units, and its goodwill was reallocated to the United States and Canada operating segments on a relative fair value basis. The Company completed an assessment for potential impairment of the goodwill both prior and subsequent to the aforementioned changes and determined that no impairment indicators were present. On October 7, 2019, the Company completed the divestiture of its Arrowhead and Sunspire businesses, components of the United States reporting unit, for a purchase price of $13,347 following post-closing adjustments, recognizing a loss on sale of $1,783 during the three and six months ended December 31, 2019. Goodwill of $4,357 was assigned to the divested businesses on a relative fair value basis. An interim impairment analysis was performed for the United States reporting unit both before and after the sale, noting no impairment indicators were present. Beginning in the three months ended September 30, 2019, operations of Tilda have been classified as discontinued operations as discussed in Note 5, Discontinued Operations . Therefore, goodwill associated with Tilda is presented as Assets of discontinued operations in the consolidated financial statements. Other Intangible Assets The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill: December 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (a) $ 293,362 $ 291,199 Amortized intangible assets: Other intangibles 209,568 204,630 Less: accumulated amortization (124,134) (115,543) Net carrying amount $ 378,796 $ 380,286 (a) The gross carrying value of trademarks and tradenames is reflected net of $85,623 and $83,734 of accumulated impairment charges as of December 31, 2019 and June 30, 2019, respectively. During the three months ended December 31, 2019 and 2018, the Company determined that indicators of impairment existed in certain of the Company’s indefinite-lived tradenames. The Company performed interim impairment analyses during the respective periods, and determined that the fair value of certain of the Company’s tradenames was below their carrying value. During the three months ended December 31, 2019, an impairment charge of $1,889 was recognized in the North America segment. During the three months ended December 31, 2018, an impairment charge of $17,900 was recognized ($15,113 in the North America segment and $2,787 in the International segment). Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships and are amortized over their estimated useful lives of 3 to 25 years. Amortization expense included in continuing operations was as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Amortization of acquired intangibles $ 3,189 $ 3,322 $ 6,272 $ 6,681 |
Debt And Borrowings
Debt And Borrowings | 6 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt And Borrowings | DEBT AND BORROWINGS Debt and borrowings consisted of the following: December 31, June 30, Revolving credit facility $ 321,700 $ 420,575 Term loan — 206,250 Less: Unamortized issuance costs — (1,022) Other borrowings 4,551 4,966 326,251 630,769 Short-term borrowings and current portion of long-term debt 1,387 17,232 Long-term debt, less current portion $ 324,864 $ 613,537 Credit Agreement On February 6, 2018, the Company entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a $1,000,000 revolving credit facility through February 6, 2023 and provides for a $300,000 term loan. Under the Credit Agreement, the revolving credit facility may be increased by an additional uncommitted $400,000, provided certain conditions are met. Borrowings under the Credit Agreement may be used to provide working capital, finance capital expenditures and permitted acquisitions, refinance certain existing indebtedness and for other lawful corporate purposes. The Credit Agreement provides for multicurrency borrowings in euros, pounds sterling and Canadian dollars as well as other currencies which may be designated. In addition, certain wholly-owned foreign subsidiaries of the Company may be designated as co-borrowers. The Credit Agreement contains restrictive covenants, which are usual and customary for facilities of its type, and include, with specified exceptions, limitations on the Company’s ability to engage in certain business activities, incur debt, have liens, make capital expenditures, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The Credit Agreement also requires the Company to satisfy certain financial covenants. Obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company. As of December 31, 2019, there were $321,700 of borrowings outstanding under the revolving credit facility and $9,698 letters of credit outstanding under the Credit Agreement. In the six months ended December 31, 2019, the Company used the proceeds from the sale of Tilda, net of transaction costs, to prepay the entire principal amount of term loan outstanding under its credit facility and to partially pay down its revolving credit facility. In connection with the prepayment, the Company wrote off unamortized deferred debt issuance costs of $973, recorded in Interest and other financing expense, net in the Consolidated Statements of Operations. On May 8, 2019, the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), whereby, among other things, its allowable consolidated leverage ratio (as defined in the Credit Agreement) and interest coverage ratio (as defined in the Credit Agreement) were adjusted. The Company’s allowable consolidated leverage ratio is no more than 4.75 to 1.0 from March 31, 2019 to December 31, 2019, no more than 4.50 to 1.0 at March 31, 2020, no more than 4.0 to 1.0 at June 30, 2020 and no more than 3.75 to 1.0 on September 30, 2020 and thereafter. Additionally, the Company’s required consolidated interest coverage ratio is no less than 3.0 to 1 through March 31, 2020, no less than 3.75 to 1 through March 31, 2021 and no less than 4.0 to 1 thereafter. The Amended Credit Agreement also required that the Company and the subsidiary guarantors enter into a Security and Pledge Agreement pursuant to which all of the obligations under the Amended Credit Agreement are secured by liens on assets of the Company and its material domestic subsidiaries, including stock of each of their direct subsidiaries and intellectual property, subject to agreed upon exceptions. As of December 31, 2019, $668,602 was available under the Amended Credit Agreement, and the Company was in compliance with all associated covenants, as amended by the Amended Credit Agreement. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. The Company calculated its tax rate on a discrete basis for the six months ended December 31, 2018 due to significant variations in the relationship between tax expense and projected pre-tax income. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter. The Company’s effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements. The effective income tax rate from continuing operations was expense of 31.8% and 19.1% for the three months ended December 31, 2019 and 2018, respectively. The effective income tax rate from continuing operations was expense of 25.0% and a benefit of 8.2% for the six months ended December 31, 2019 and 2018, respectively. The effective income tax rates from continuing operations in all periods were impacted by provisions in the Tax Cuts and Jobs Act (the "Tax Act"), primarily related to Global Intangible Low Taxed Income and limitations on the deductibility of executive compensation. The effective income tax rates in each period were also impacted by the geographical mix of earnings and state valuation allowance. During the three months ended December 31, 2018, the Company finalized its accounting for income tax effects of the Tax Act and recorded additional expense related to its transition tax liability. The income tax from discontinued operations was a benefit of $1,835 and expense of $13,472 for the three and six months ended December 31, 2019, respectively, while the income tax benefit from discontinued operations was $22,859 and $27,544 for the three and six months ended December 31, 2018, respectively. The expense for income taxes for the six months ended December 31, 2019 was impacted by $15,250 of tax related to the tax gain on the sale of the Tilda Group Entities. The benefit from income taxes for the three and six months ended December 31, 2018 includes the reversal of the $12,250 deferred tax liability previously recorded related to Hain Pure Protein being classified as held-for-sale. Additionally, the three and six month tax benefit is impacted by the tax effect of current period book losses as well as deferred tax benefit arising from asset impairment charges. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Loss | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in accumulated other comprehensive loss: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Foreign currency translation adjustments: Other comprehensive income (loss) before reclassifications (1) $ 48,655 $ (27,948) $ 9,713 $ (41,467) Amounts reclassified into income (2) — — 95,120 — Deferred gains (losses) on cash flow hedging instruments: Amounts reclassified into income (3) 42 — (26) — Net change in accumulated other comprehensive loss $ 48,697 $ (27,948) $ 104,807 $ (41,467) (1) Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were net gains of $613 and net losses of $313 for the three months ended December 31, 2019 and 2018, respectively, and net losses of $250 and $472 for the six months ended December 31, 2019 and 2018, respectively. (2) Foreign currency translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sale of Tilda, the Company reclassified $95,120 of translation losses from accumulated comprehensive loss to the Company’s results of discontinued operations. (3) Amounts reclassified into income for deferred gains (losses) on cash flow hedging instruments are recorded in Cost of sales in the Consolidated Statements of Operations and, before taxes, were $52 and $(26) in the three and six months ended December 31, 2019, respectively. There were no amounts reclassified into income in the three and six months ended December 31, 2018. |
Stock-Based Compensation And In
Stock-Based Compensation And Incentive Performance Plans | 6 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation And Incentive Performance Plans | STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS The Company has one stockholder approved plan, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan, under which the Company’s officers, senior management, other key employees, consultants and directors may be granted options to purchase the Company’s common stock or other forms of equity-based awards. The Company also grants shares under its 2019 Equity Inducement Award Program to induce selected individuals to become employees of the Company. The Company maintains a long-term incentive program (the “LTI Plan”). As of December 31, 2019, the LTI Plan consisted of two performance-based long-term incentive plans (the “2018-2020 LTIP” and “2019-2021 LTIP”) that provide for performance equity awards that can be earned over defined performance periods. As of December 31, 2018, the Company maintained the 2017-2019 LTIP in addition to a 2016-2018 LTIP that provided for performance equity awards that could have been earned over a three The Company's plans are described in Note 14, Stock-Based Compensation and Incentive Performance Plans , in the Notes to the Consolidated Financial Statements in the Form 10-K. Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Selling, general and administrative expense $ 3,083 $ 1,776 $ 5,820 $ 1,562 Chief Executive Officer Succession Plan expense, net — 117 — 429 Discontinued operations — 18 544 55 Total compensation cost recognized for stock-based compensation plans $ 3,083 $ 1,911 $ 6,364 $ 2,046 Related income tax benefit $ 297 $ 256 $ 670 $ 295 During the six months ended December 31, 2018, the Company determined that the achievement of the adjusted operating income goals required to be met for Section 162(m) funding were not probable and therefore no awards would be paid or vested pursuant to the 2016-2018 LTIP and 2017-2019 LTIP. As such, in the six months ended December 31, 2018, the Company recorded a benefit of $9,478 associated with the reversal of previously accrued amounts for awards under these plans that were dependent on the achievement of pre-determined performance measures. Of this amount, $5,065 was recorded in Chief Executive Officer Succession Plan expense, net, and $4,413 was recorded to Selling, general and administration expense (including $1,867 of stock-based compensation expense). Restricted Stock A summary of the restricted stock and restricted share unit activity for the six months ended December 31, 2019 is as follows: Number of Shares and Units Weighted Average Grant Date Fair Value (per share) Non-vested restricted stock, restricted share units, and performance units outstanding at June 30, 2019 2,729 $ 12.94 Granted 486 $ 18.43 Vested (188) $ 23.31 Forfeited (1,094) $ 7.89 Non-vested restricted stock, restricted share units, and performance units outstanding at December 31, 2019 1,933 $ 15.48 At December 31, 2019 and June 30, 2019 , the table above includes a total of 1,318 and 1,964 shares, respectively, that represent the target number of shares that may be earned under non-vested performance equity awards that are eligible to vest at 300% of target depending on the achievement of pre-defined performance criteria. Additionally, at December 31, 2019 and June 30, 2019 , the table above includes a total of 29 and 42 shares, respectively, that represent the target number of shares that may be earned under non-vested performance equity awards that are eligible to vest at 150% of target depending on the achievement of pre-defined performance criteria. Six Months Ended December 31, 2019 2018 Fair value of restricted stock and restricted share units granted $ 8,963 $ 10,073 Fair value of shares vested $ 4,276 $ 6,938 Tax (benefit) expense recognized from restricted shares vesting $ (58) $ 2,561 At December 31, 2019, there was $20,957 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards which is expected to be recognized over a weighted average period of 1.8 years. Stock Options A summary of the stock option activity for the six months ended December 31, 2019 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value Options outstanding and exercisable at June 30, 2019 122 $ 2.26 Exercised — — Options outstanding and exercisable at December 31, 2019 122 $ 2.26 11.5 $ 2,890 |
Investments
Investments | 6 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | INVESTMENTS On October 27, 2015, the Company acquired a minority equity interest in Chop’t Creative Salad Company LLC, predecessor to Chop't Holdings, LLC (“Chop’t”). Chop’t |
Financial Instruments Measured
Financial Instruments Measured At Fair Value | 6 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured At Fair Value | FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2019: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Cash equivalents $ 3,006 $ 3,006 $ — $ — Forward foreign currency contracts 374 — 374 — Equity investment 652 652 — — Total $ 4,032 $ 3,658 $ 374 $ — Liabilities: Forward foreign currency contracts $ 709 $ — $ 709 $ — Total $ 709 $ — $ 709 $ — The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2019: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Cash equivalents $ 44 $ 44 $ — $ — Forward foreign currency contracts 626 — 626 — Equity investment 621 621 — — Total $ 1,291 $ 665 $ 626 $ — Liabilities: Forward foreign currency contracts $ 103 $ — $ 103 $ — Total $ 103 $ — $ 103 $ — The equity investment consists of the Company’s less than 1% investment in Yeo Hiap Seng Limited, a food and beverage manufacturer and distributor based in Singapore. Fair value is measured using the market approach based on quoted prices. The Company utilizes the income approach to measure fair value for its foreign currency forward contracts. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates and forward prices. At December 31, 2019 and June 30, 2019, the probability of payment related to existing contingent consideration arrangements was remote. Accordingly, no liability was recorded on the Consolidated Balance Sheets in either period. There were no transfers of financial instruments between the three levels of fair value hierarchy during the six months ended December 31, 2019 and December 31, 2018. The carrying amount of cash and cash equivalents, accounts receivable, net, accounts payable and certain accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these financial instruments. The Company’s debt approximates fair value due to the debt bearing fluctuating market interest rates (See Note 10, Debt and Borrowings ). In addition to the instruments named above, the Company also makes fair value measurements in connection with its interim and annual goodwill and tradename impairment testing. These measurements fall into Level 3 of the fair value hierarchy (See Note 9, Goodwill and Other Intangible Assets ). Derivative Instruments The Company primarily has exposure to changes in foreign currency exchange rates relating to certain anticipated cash flows and firm commitments from its international operations. The Company may enter into certain derivative financial instruments, when available on a cost-effective basis, to manage such risk. Derivative financial instruments are not used for speculative purposes. The fair value of these derivatives is included in Prepaid expenses and other current assets and Accrued expenses and other current liabilities in the Consolidated Balance Sheets. For derivative instruments that qualify as hedges of probable forecasted cash flows, the effective portion of changes in fair value is temporarily reported in Accumulated other comprehensive loss and recognized in earnings when the hedged item affects earnings. Fair value hedges and derivative instruments not designated as hedges are marked-to-market each reporting period with any unrealized gains or losses recognized in earnings. Derivative instruments designated as hedges at inception are measured for effectiveness at inception and on a quarterly basis. These assessments determine whether derivatives designated as qualifying hedges continue to be highly effective in offsetting changes in the cash flows of hedged items. Any ineffective portion of change in fair value is not deferred in Accumulated other comprehensive loss and is included in current period earnings. The Company will discontinue cash flow hedge accounting when the forecasted transaction is no longer probable of occurring on the originally forecasted date or when the hedge is no longer effective. There were no discontinued foreign exchange hedges for the three and six months ended December 31, 2019 and December 31, 2018. The notional amount of cash flow hedges at December 31, 2019 and June 30, 2019 was $10,095 and $2,275, respectively. The fair value of cash flow hedges at December 31, 2019 and June 30, 2019 was $102 of net liabilities and $83 of net assets, respectively. The notional amounts of foreign currency exchange contracts not designated as hedges at December 31, 2019 and June 30, 2019 were $58,746 and $41,845, respectively. The fair values of foreign currency exchange contracts not designated as hedges at December 31, 2019 and June 30, 2019 were $233 of net liabilities and $440 of net assets, respectively. Gains and losses related to both designated and non-designated foreign currency exchange contracts are recorded in the Company’s Consolidated Statements of Operations based upon the nature of the underlying hedged transaction and were not material for the three and six months ended December 31, 2019 and December 31, 2018. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Securities Class Actions Filed in Federal Court On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The three complaints are: (1) Flora v. The Hain Celestial Group, Inc., et al. (the “Flora Complaint”); (2) Lynn v. The Hain Celestial Group, Inc., et al. (the “Lynn Complaint”); and (3) Spadola v. The Hain Celestial Group, Inc., et al. (the “Spadola Complaint” and, together with the Flora and Lynn Complaints, the “Securities Complaints”). On June 5, 2017, the court issued an order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel. Pursuant to this order, the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs. On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his ability to participate in the Consolidated Securities Action as an absent class member. The Co-Lead Plaintiffs in the Consolidated Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”). The Amended Complaint named as defendants the Company and certain of its former officers (collectively, “Defendants”) and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to dismiss the Amended Complaint on October 3, 2017 which the Court granted on March 29, 2019, dismissing the case in its entirety, without prejudice to replead. Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended Complaint”). The Second Amended Complaint again names as defendants the Company and certain of its current and former officers and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the Amended Complaint, including materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to dismiss the Second Amended Complaint on June 20, 2019. Co-Lead Plaintiffs filed an opposition on August 5, 2019, and Defendants submitted a reply on September 3, 2019. This motion is fully briefed, and the parties await a decision. Stockholder Derivative Complaints Filed in State Court On September 16, 2016, a stockholder derivative complaint, Paperny v. Heyer, et al. (the “Paperny Complaint”), was filed in New York State Supreme Court in Nassau County against the former Board of Directors and certain former officers of the Company alleging breach of fiduciary duty, unjust enrichment, lack of oversight and corporate waste. On December 2, 2016 and December 29, 2016, two additional stockholder derivative complaints were filed in New York State Supreme Court in Nassau County against the former Board of Directors and certain former officers under the captions Scarola v. Simon (the “Scarola Complaint”) and Shakir v. Simon (the “Shakir Complaint” and, together with the Paperny Complaint and the Scarola Complaint, the “Derivative Complaints”), respectively. Both the Scarola Complaint and the Shakir Complaint alleged breach of fiduciary duty, lack of oversight and unjust enrichment. On February 16, 2017, the parties for the Derivative Complaints entered into a stipulation consolidating the matters under the caption In re The Hain Celestial Group (the “Consolidated Derivative Action”) in New York State Supreme Court in Nassau County, ordering the Shakir Complaint as the operative complaint. On November 2, 2017, the parties agreed to stay the Consolidated Derivative Action. Co-Lead Plaintiffs requested leave to file an amended consolidated complaint, and on January 14, 2019, the Court partially lifted the stay, ordering Co-Lead Plaintiffs to file their amended complaint by March 7, 2019. Co-Lead Plaintiffs filed a Verified Amended Shareholder Derivative Complaint on March 7, 2019. The Court continued the stay pending a decision on Defendants’ motion to dismiss in the Consolidated Securities Action (referenced above). After the Court in the Consolidated Securities Action dismissed the Amended Complaint, the Court in the Consolidated Derivative Action ordered Co-Lead Plaintiffs to file a second amended complaint no later than July 8, 2019. Co-Lead Plaintiffs filed a Verified Second Amended Shareholder Derivative Complaint on July 8, 2019 (the “Second Amended Derivative Complaint”). Defendants moved to dismiss the Second Amended Derivative Complaint on August 7, 2019. Co-Lead Plaintiffs filed an opposition to Defendants’ motion to dismiss, and Defendants submitted a reply on September 20, 2019. This motion is fully briefed, and the parties await a decision. Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court On April 19, 2017 and April 26, 2017, two class action and stockholder derivative complaints were filed in the Eastern District of New York against the former Board of Directors and certain former officers of the Company under the captions Silva v. Simon, et al. (the “Silva Complaint”) and Barnes v. Simon, et al. (the “Barnes Complaint”), respectively. Both the Silva Complaint and the Barnes Complaint allege violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment. On May 23, 2017, an additional stockholder filed a complaint under seal in the Eastern District of New York against the former Board of Directors and certain former officers of the Company. The complaint alleged that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results. The complaint also alleged that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste. On August 9, 2017, the Court granted an order to unseal this case and reveal Gary Merenstein as the plaintiff (the “Merenstein Complaint”). On August 10, 2017, the court granted the parties stipulation to consolidate the Barnes Complaint, the Silva Complaint and the Merenstein Complaint under the caption In re The Hain Celestial Group, Inc. Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”) and to appoint Robbins Arroyo LLP and Scott+Scott as Co-Lead Counsel, with the Law Offices of Thomas G. Amon as Liaison Counsel for Plaintiffs. On September 14, 2017, a related complaint was filed under the caption Oliver v. Berke, et al. (the “Oliver Complaint”), and on October 6, 2017, the Oliver Complaint was consolidated with the Consolidated Stockholder Class and Derivative Action. The Plaintiffs filed their consolidated amended complaint under seal on October 26, 2017. On December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action, described above. On March 29, 2019, the Court in the Consolidated Securities Action granted Defendants’ motion, dismissing the Amended Complaint in its entirety, without prejudice to replead. Co-Lead Plaintiffs in the Consolidated Securities Action filed a second amended complaint on May 6, 2019. The parties to the Consolidated Stockholder Class and Derivative Action agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint. The stay is continued through 30 days after the Court rules on the motion to dismiss the Second Amended Complaint in the Consolidated Securities Action. Other In addition to the litigation described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business. While the results of litigation and claims cannot be predicted with certainty, the Company believes the reasonably possible losses of such matters, individually and in the aggregate, are not material. Additionally, the Company believes the probable final outcome of such matters will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Prior to July 1, 2019, the Company’s operations were managed in seven operating segments: the United States, United Kingdom, Tilda, Ella’s Kitchen UK, Europe, Canada and Hain Ventures. For segment reporting purposes, based on economic similarity as outlined within Accounting Standards Codification ("ASC") 280, Segment Reporting , the Company elected to combine the United Kingdom, Tilda and Ella’s Kitchen UK operating segments into one reportable segment known as United Kingdom. Additionally, the Canada, Europe and Hain Ventures operating segments were combined as the Rest of World reportable segment. Separately, the United States operating segment comprised its own reportable segment. Effective July 1, 2019, the Company reassessed its segment reporting structure due to changes in how the Company’s CODM assesses the Company’s performance and allocates resources as a result of a change in the Company’s strategy, which includes creating synergies among the Company’s United States and Canada businesses, as well as among the Company’s international businesses in the United Kingdom and Europe. As a result, the Canada and Hain Ventures operating segments, which were included within the Rest of World reportable segment, were moved to the United States reportable segment and renamed the North America reportable segment. Additionally, the Europe operating segment, which was included in the Rest of World reportable segment, was combined with the United Kingdom reportable segment and renamed the International reportable segment. Accordingly, the Company now operates under two reportable segments: North America and International. Prior period segment information has been adjusted to reflect the Company’s new operating and reporting structure. Additionally, the Tilda operating segment was classified as discontinued operations as discussed in Note 5, Discontinued Operations . Segment information presented herein excludes the results of Tilda for all periods presented. Net sales and operating income are the primary measures used by the Company’s CODM to evaluate segment operating performance and to decide how to allocate resources to segments. The CODM is the Company’s CEO. Expenses related to certain centralized administration functions that are not specifically related to an operating segment are included in Corporate and Other. Corporate and Other expenses are comprised mainly of the compensation and related expenses of certain of the Company’s senior executive officers and other selected employees who perform duties related to the entire enterprise, as well as expenses for certain professional fees, facilities and other items which benefit the Company as a whole. Additionally, certain Productivity and transformation costs are included in Corporate and Other. Expenses that are managed centrally, but can be attributed to a segment, such as employee benefits and certain facility costs, are allocated based on reasonable allocation methods. The Company’s CODM does not use segment asset information to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed. The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Net Sales: North America $ 280,693 $ 305,574 $ 552,394 $ 596,765 International 226,091 227,992 436,466 455,279 $ 506,784 $ 533,566 $ 988,860 $ 1,052,044 Operating Income (Loss): North America $ 20,062 $ 9,563 $ 35,194 $ 14,069 International 12,899 15,153 22,006 20,813 32,961 24,716 $ 57,200 $ 34,882 Corporate and Other (a) (23,770) (45,596) (45,554) (83,726) $ 9,191 $ (20,880) $ 11,646 $ (48,844) (a) In addition to general Corporate and Other expenses as described above, for the three months ended December 31, 2019, Corporate and Other includes $9,835 of Productivity and transformation costs and tradename impairment charges of $1,889 (related to North America). For the three months ended December 31, 2018, Corporate and Other includes $10,148 of Chief Executive Officer Succession Plan expense, net, $5,506 of Productivity and transformation costs, $920 of accounting review and remediation costs, net of insurance proceeds, and tradename impairment charges of $17,900 ($15,113 related to North America; $2,787 related to International). In addition to general Corporate and Other expenses as described above, for the six months ended December 31, 2019, Corporate and Other includes $20,570 of Productivity and transformation costs and tradename impairment charges of $1,889 (related to North America), partially offset by a benefit of $2,562 of proceeds from insurance claim. For the six months ended December 31, 2018, Corporate and Other includes $29,701 of Chief Executive Officer Succession Plan expense, net, $13,483 of Productivity and transformation costs, $4,334 of accounting review and remediation costs, net of insurance proceeds, and tradename impairment charges of $17,900 ($15,113 related to North America; $2,787 related to International). The Company's net sales by product category are as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Grocery $ 357,972 $ 380,497 $ 707,774 $ 763,094 Snacks 72,274 72,298 148,673 144,139 Tea 39,045 39,586 60,483 61,329 Personal Care 37,493 41,185 71,930 83,482 Total $ 506,784 $ 533,566 $ 988,860 $ 1,052,044 The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiaries, were as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 United States $ 242,891 $ 270,925 $ 479,225 $ 525,867 United Kingdom 171,014 178,323 332,595 357,759 All Other 92,879 84,318 177,040 168,418 Total $ 506,784 $ 533,566 $ 988,860 $ 1,052,044 |
Basis Of Presentation (Policies
Basis Of Presentation (Policies) | 6 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Leases, Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Effective | Leases Effective July 1, 2019, arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not readily determinable for the Company's leases. For these leases, an incremental borrowing rate is used in determining the present value of lease payments, and is calculated based on information available at the lease commencement date. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases with an initial term of 12 months or less are not recognized on the Company's balance sheet. The Company has elected to separate lease and non-lease components. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842) , effective July 1, 2019, using a modified retrospective approach. As permitted by the new guidance, the Company elected the package of practical expedients, which among other things, allowed historical lease classification to be carried forward. Excluding Tilda, adoption of the new standard resulted in the recording of operating lease ROU assets and lease liabilities as of July 1, 2019 of $87,414 and $92,982, respectively, with the difference largely due to prepaid and deferred rent that were reclassified to the ROU asset value. In addition, the Company recorded a cumulative-effect adjustment to opening retained earnings of $439 at adoption for the impairment of an abandoned ROU asset for a manufacturing facility in the United Kingdom that was previously impaired and the remaining lease payments were accounted for under ASC Topic 420, Exit or Disposal Obligations . The standard did not materially affect the Company’s consolidated net income (loss) or cash flows. See Note 8, Leases , for further details. Recently Issued Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected versus incurred credit losses for most financial assets. The new guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement , which modifies the disclosure requirements for fair value measurement by removing, modifying or adding certain disclosures. The new guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amended guidance is effective for interim and annual periods beginning after December 15, 2019. The Company is currently assessing the impact that this standard will have on its consolidated financial statements. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Numerator: Net income (loss) from continuing operations $ 1,852 $ (31,787) $ (3,101) $ (54,874) Net loss from discontinued operations, net of tax (2,816) (34,714) (104,884) (49,052) Net loss $ (964) $ (66,501) $ (107,985) $ (103,926) Denominator: Basic weighted average shares outstanding 104,318 104,056 104,272 104,009 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units 301 — — — Diluted weighted average shares outstanding 104,619 104,056 104,272 104,009 Basic net income (loss) per common share: Continuing operations $ 0.02 $ (0.31) $ (0.03) $ (0.53) Discontinued operations (0.03) (0.33) (1.01) (0.47) Basic net loss per common share $ (0.01) $ (0.64) $ (1.04) $ (1.00) Diluted net income (loss) per common share: Continuing operations $ 0.02 $ (0.31) $ (0.03) $ (0.53) Discontinued operations (0.03) (0.33) (1.01) (0.47) Diluted net loss per common share $ (0.01) $ (0.64) $ (1.04) $ (1.00) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table presents the major classes of Tilda’s results within “Net loss from discontinued operations, net of tax” in our Consolidated Statements of Operations: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Net sales $ 2,667 $ 50,590 $ 30,399 $ 92,945 Cost of sales 2,496 37,668 26,648 69,337 Gross profi t 171 12,922 3,751 23,608 Selling, general and administrative expense 246 6,892 5,185 13,172 Other expense 824 537 1,172 1,083 Interest expense (1) — 3,391 2,432 6,782 Translation loss (2) — — 95,120 — Loss (gain) on sale of discontinued operations 3,752 — (10,170) — Net (loss) income from discontinued operations before income taxes (4,651) 2,102 (89,988) 2,571 (Benefit) provision for income taxes (3) (1,835) (407) 13,865 76 Net (loss) income from discontinued operations, net of tax $ (2,816) $ 2,509 $ (103,853) $ 2,495 (1) Interest expense was allocated to discontinued operations based on borrowings repaid with proceeds from the sale of Tilda. (2) At the completion of the sale of Tilda, the Company reclassified $95,120 of related cumulative translation losses from Accumulated other comprehensive loss to discontinued operations, net of tax. (3) Includes a tax (benefit) provision related to the tax gain on the sale of Tilda of $(1,250) and $15,250 for the three and six months ended December 31, 2019, respectively. Assets and liabilities of discontinued operations associated with Tilda presented in the Consolidated Balance Sheets as of June 30, 2019 are included in the following table: June 30, ASSETS 2019 Cash and cash equivalents $ 8,509 Accounts receivable, less allowance for doubtful accounts 26,955 Inventories 65,546 Prepaid expenses and other current assets 9,038 Total current assets of discontinued operations (1) 110,048 Property, plant and equipment, net 40,516 Goodwill 133,098 Trademarks and other intangible assets, net 84,925 Other assets 628 Total noncurrent assets of discontinued operations (1) 259,167 Total assets of discontinued operations $ 369,215 LIABILITIES Accounts payable $ 18,341 Accrued expenses and other current liabilities 4,675 Current portion of long-term debt 8,687 Total current liabilities of discontinued operations (1) 31,703 Deferred tax liabilities 17,153 Other noncurrent liabilities 208 Total noncurrent liabilities of discontinued operations (1) 17,361 Total liabilities of discontinued operations (1) $ 49,064 The following table presents the major classes of Hain Pure Protein’s results within “Net loss from discontinued operations, net of tax” in our Consolidated Statements of Operations: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Net sales $ — $ 147,181 $ — $ 260,720 Cost of sales — 144,682 — 267,796 Gross profit (loss) — 2,499 — (7,076) Selling, general and administrative expense — 4,750 — 8,992 Asset impairments — 54,946 — 57,904 Other expense — 2,478 — 5,195 Loss on sale of discontinued operations (1) — — 1,424 — Net loss from discontinued operations before income taxes — (59,675) (1,424) (79,167) Benefit for income taxes — (22,452) (393) (27,620) Net loss from discontinued operations, net of tax $ — $ (37,223) $ (1,031) $ (51,547) (1) Primarily relates to preliminary closing balance sheet adjustments. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components Of Inventories | Inventories consisted of the following: December 31, June 30, Finished goods $ 192,587 $ 199,754 Raw materials, work-in-progress and packaging 90,540 99,587 $ 283,127 $ 299,341 |
Property, Plant And Equipment_2
Property, Plant And Equipment, Net (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: December 31, June 30, Land $ 14,323 $ 14,240 Buildings and improvements 84,883 83,151 Machinery and equipment 290,712 274,554 Computer hardware and software 59,889 48,984 Furniture and fixtures 19,074 17,325 Leasehold improvements 42,026 32,264 Construction in progress 14,345 35,786 525,252 506,304 Less: accumulated depreciation and amortization 226,694 218,459 $ 298,558 $ 287,845 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lease Expenses and Other Information | The components of lease expenses for the three and six months ended December 31, 2019 were as follows: Three Months Ended Six Months Ended December 31, 2019 December 31, 2019 Operating lease expenses $ 4,800 $ 9,489 Finance lease expenses: Amortization of ROU assets 168 448 Interest on lease liabilities 20 41 Total finance lease expenses 188 489 Variable lease expenses 381 1,240 Short-term lease expenses 419 859 Total lease expenses $ 5,788 $ 12,077 Additional information related to leases is as follows: Six Months Ended December 31, 2019 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,113 Operating cash flows from finance leases $ 12 Financing cash flows from finance leases $ 244 Right-of-use assets obtained in exchange for lease obligations (a) : Operating leases $ 92,640 Finance leases $ 1,131 Weighted average remaining lease term: Operating leases 8.6 years Finance leases 2.4 years Weighted average discount rate: Operating leases 2.7 % Finance leases 3.1 % (a) Right-of-use assets obtained in exchange for lease obligations includes the impact of the adoption of ASU 2016-02 effective July 1, 2019 (see Note 2) and leases which commenced, were modified or terminated during the six months ended December 31, 2019. |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Leases Classification December 31, 2019 Assets Operating lease ROU assets Operating lease right of use assets $ 83,845 Finance lease ROU assets, net Property, plant and equipment, net 1,267 Total leased assets $ 85,112 Liabilities Current Operating Accrued expenses and other current liabilities $ 13,567 Finance Current portion of long-term debt 442 Non-current Operating Operating lease liabilities, noncurrent portion 76,726 Finance Long-term debt, less current portion 412 Total lease liabilities $ 91,147 |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2019 were as follows: Fiscal Year Operating leases Finance leases Total 2020 (remainder of year) $ 7,555 $ 238 $ 7,793 2021 15,258 369 15,627 2022 12,987 184 13,171 2023 11,994 54 12,048 2024 10,191 27 10,218 Thereafter 44,398 6 44,404 Total lease payments 102,383 878 103,261 Less: Imputed interest 12,090 24 12,114 Total lease liabilities $ 90,293 $ 854 $ 91,147 |
Maturities of Lease Liabilities | Maturities of lease liabilities as of December 31, 2019 were as follows: Fiscal Year Operating leases Finance leases Total 2020 (remainder of year) $ 7,555 $ 238 $ 7,793 2021 15,258 369 15,627 2022 12,987 184 13,171 2023 11,994 54 12,048 2024 10,191 27 10,218 Thereafter 44,398 6 44,404 Total lease payments 102,383 878 103,261 Less: Imputed interest 12,090 24 12,114 Total lease liabilities $ 90,293 $ 854 $ 91,147 |
Summary of Minimum Future Lease Payments | The aggregate minimum future lease payments for operating leases at June 30, 2019 were as follows: Fiscal Year 2020 $ 19,426 2021 16,584 2022 14,218 2023 13,221 2024 11,041 Thereafter 44,452 $ 118,942 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Carrying Amount Of Goodwill | Goodwill The following table provides the changes in the carrying value of goodwill by reportable segment: North America International Total Balance as of June 30, 2019 (a) $ 612,590 $ 263,291 $ 875,881 Divestiture (4,357) — (4,357) Translation and other adjustments, net (32) 8,213 8,181 Balance as of December 31, 2019 (a) $ 608,201 $ 271,504 $ 879,705 |
Other Intangible Assets | The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill: December 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (a) $ 293,362 $ 291,199 Amortized intangible assets: Other intangibles 209,568 204,630 Less: accumulated amortization (124,134) (115,543) Net carrying amount $ 378,796 $ 380,286 |
Other Intangible Assets | The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill: December 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (a) $ 293,362 $ 291,199 Amortized intangible assets: Other intangibles 209,568 204,630 Less: accumulated amortization (124,134) (115,543) Net carrying amount $ 378,796 $ 380,286 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense included in continuing operations was as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Amortization of acquired intangibles $ 3,189 $ 3,322 $ 6,272 $ 6,681 |
Debt And Borrowings (Tables)
Debt And Borrowings (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt And Borrowings | Debt and borrowings consisted of the following: December 31, June 30, Revolving credit facility $ 321,700 $ 420,575 Term loan — 206,250 Less: Unamortized issuance costs — (1,022) Other borrowings 4,551 4,966 326,251 630,769 Short-term borrowings and current portion of long-term debt 1,387 17,232 Long-term debt, less current portion $ 324,864 $ 613,537 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The following table presents the changes in accumulated other comprehensive loss: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Foreign currency translation adjustments: Other comprehensive income (loss) before reclassifications (1) $ 48,655 $ (27,948) $ 9,713 $ (41,467) Amounts reclassified into income (2) — — 95,120 — Deferred gains (losses) on cash flow hedging instruments: Amounts reclassified into income (3) 42 — (26) — Net change in accumulated other comprehensive loss $ 48,697 $ (27,948) $ 104,807 $ (41,467) (1) Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were net gains of $613 and net losses of $313 for the three months ended December 31, 2019 and 2018, respectively, and net losses of $250 and $472 for the six months ended December 31, 2019 and 2018, respectively. (2) Foreign currency translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sale of Tilda, the Company reclassified $95,120 of translation losses from accumulated comprehensive loss to the Company’s results of discontinued operations. (3) Amounts reclassified into income for deferred gains (losses) on cash flow hedging instruments are recorded in Cost of sales in the Consolidated Statements of Operations and, before taxes, were $52 and $(26) in the three and six months ended December 31, 2019, respectively. There were no amounts reclassified into income in the three and six months ended December 31, 2018. |
Stock-Based Compensation And _2
Stock-Based Compensation And Incentive Performance Plans (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Compensation Cost And Related Income Tax Benefits Recognized | Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Selling, general and administrative expense $ 3,083 $ 1,776 $ 5,820 $ 1,562 Chief Executive Officer Succession Plan expense, net — 117 — 429 Discontinued operations — 18 544 55 Total compensation cost recognized for stock-based compensation plans $ 3,083 $ 1,911 $ 6,364 $ 2,046 Related income tax benefit $ 297 $ 256 $ 670 $ 295 |
Non-Vested Restricted Stock And Restricted Share Unit Awards | A summary of the restricted stock and restricted share unit activity for the six months ended December 31, 2019 is as follows: Number of Shares and Units Weighted Average Grant Date Fair Value (per share) Non-vested restricted stock, restricted share units, and performance units outstanding at June 30, 2019 2,729 $ 12.94 Granted 486 $ 18.43 Vested (188) $ 23.31 Forfeited (1,094) $ 7.89 Non-vested restricted stock, restricted share units, and performance units outstanding at December 31, 2019 1,933 $ 15.48 |
Restricted Stock Grant Information | Six Months Ended December 31, 2019 2018 Fair value of restricted stock and restricted share units granted $ 8,963 $ 10,073 Fair value of shares vested $ 4,276 $ 6,938 Tax (benefit) expense recognized from restricted shares vesting $ (58) $ 2,561 |
Summary Of Stock Option Activity | A summary of the stock option activity for the six months ended December 31, 2019 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value Options outstanding and exercisable at June 30, 2019 122 $ 2.26 Exercised — — Options outstanding and exercisable at December 31, 2019 122 $ 2.26 11.5 $ 2,890 |
Financial Instruments Measure_2
Financial Instruments Measured At Fair Value (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Assets And Liabilities Measured At Fair Value On A Recurring Basis | The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2019: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Cash equivalents $ 3,006 $ 3,006 $ — $ — Forward foreign currency contracts 374 — 374 — Equity investment 652 652 — — Total $ 4,032 $ 3,658 $ 374 $ — Liabilities: Forward foreign currency contracts $ 709 $ — $ 709 $ — Total $ 709 $ — $ 709 $ — The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2019: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Cash equivalents $ 44 $ 44 $ — $ — Forward foreign currency contracts 626 — 626 — Equity investment 621 621 — — Total $ 1,291 $ 665 $ 626 $ — Liabilities: Forward foreign currency contracts $ 103 $ — $ 103 $ — Total $ 103 $ — $ 103 $ — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Net Sales: North America $ 280,693 $ 305,574 $ 552,394 $ 596,765 International 226,091 227,992 436,466 455,279 $ 506,784 $ 533,566 $ 988,860 $ 1,052,044 Operating Income (Loss): North America $ 20,062 $ 9,563 $ 35,194 $ 14,069 International 12,899 15,153 22,006 20,813 32,961 24,716 $ 57,200 $ 34,882 Corporate and Other (a) (23,770) (45,596) (45,554) (83,726) $ 9,191 $ (20,880) $ 11,646 $ (48,844) (a) In addition to general Corporate and Other expenses as described above, for the three months ended December 31, 2019, Corporate and Other includes $9,835 of Productivity and transformation costs and tradename impairment charges of $1,889 (related to North America). For the three months ended December 31, 2018, Corporate and Other includes $10,148 of Chief Executive Officer Succession Plan expense, net, $5,506 of Productivity and transformation costs, $920 of accounting review and remediation costs, net of insurance proceeds, and tradename impairment charges of $17,900 ($15,113 related to North America; $2,787 related to International). In addition to general Corporate and Other expenses as described above, for the six months ended December 31, 2019, Corporate and Other includes $20,570 of Productivity and transformation costs and tradename impairment charges of $1,889 (related to North America), partially offset by a benefit of $2,562 of proceeds from insurance claim. For the six months ended December 31, 2018, Corporate and Other includes $29,701 of Chief Executive Officer Succession Plan expense, net, $13,483 of Productivity and transformation costs, $4,334 of accounting review and remediation costs, net of insurance proceeds, and tradename impairment charges of $17,900 ($15,113 related to North America; $2,787 related to International). The Company's net sales by product category are as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 Grocery $ 357,972 $ 380,497 $ 707,774 $ 763,094 Snacks 72,274 72,298 148,673 144,139 Tea 39,045 39,586 60,483 61,329 Personal Care 37,493 41,185 71,930 83,482 Total $ 506,784 $ 533,566 $ 988,860 $ 1,052,044 |
Net Sales Geographic Area | The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiaries, were as follows: Three Months Ended December 31, Six Months Ended December 31, 2019 2018 2019 2018 United States $ 242,891 $ 270,925 $ 479,225 $ 525,867 United Kingdom 171,014 178,323 332,595 357,759 All Other 92,879 84,318 177,040 168,418 Total $ 506,784 $ 533,566 $ 988,860 $ 1,052,044 |
Schedule of Long-lived Assets | The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic area were as follows: December 31, June 30, United States $ 114,592 $ 115,866 United Kingdom 143,215 132,876 All Other 87,149 87,277 Total $ 344,956 $ 336,019 |
Business (Details)
Business (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2019unit | Dec. 31, 2019countrysegment | Jun. 30, 2019segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of countries in which entity operates (more than) | country | 70 | ||
Number of slow moving stock-keeping units | unit | 350 | ||
Number of reportable segments | segment | 2 | 3 |
Basis Of Presentation (Details)
Basis Of Presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jul. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right of use assets | $ 83,845 | |
Lease liabilities | $ 91,147 | |
ASU 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right of use assets | $ 87,414 | |
Lease liabilities | 92,982 | |
Cumulative effect of adoption of ASU | (439) | |
Retained Earnings [Member] | ASU 2016-02 [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Cumulative effect of adoption of ASU | $ (439) |
Former Chief Executive Office_2
Former Chief Executive Officer Succession Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||||
Dec. 31, 2019 | Feb. 05, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Nov. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 117 | $ 429 | |||||
Consulting fees | $ 975 | ||||||
Chief Executive Officer Succession Plan expense, net | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 0 | 117 | $ 0 | $ 429 | |||
Consulting fees | 650 | 650 | |||||
Chief Executive Officer Succession Plan expense, net | Long Term Incentive Plan 2016-2018 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Reversal of previously accrued amounts | $ (5,065) | ||||||
CEO [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Cash separation payment | $ 9,080 | 34,295 | $ 33,051 | ||||
Continuation costs | $ 208 |
Earnings (Loss) Per Share (Comp
Earnings (Loss) Per Share (Computation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||
Net income (loss) from continuing operations | $ 1,852 | $ (31,787) | $ (3,101) | $ (54,874) | ||
Net loss from discontinued operations, net of tax | (2,816) | (34,714) | (104,884) | (49,052) | ||
Net loss | $ (964) | $ (107,021) | $ (66,501) | $ (37,425) | $ (107,985) | $ (103,926) |
Denominator: | ||||||
Basic weighted average shares outstanding (shares) | 104,318 | 104,056 | 104,272 | 104,009 | ||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units (shares) | 301 | 0 | 0 | 0 | ||
Diluted weighted average shares outstanding (shares) | 104,619 | 104,056 | 104,272 | 104,009 | ||
Basic net income (loss) per common share: | ||||||
Basic net loss income per common share from continuing operations (USD per share) | $ 0.02 | $ (0.31) | $ (0.03) | $ (0.53) | ||
Basic net loss per common share from discontinued operations (USD per share) | (0.03) | (0.33) | (1.01) | (0.47) | ||
Basic net loss income per common share (USD per share) | (0.01) | (0.64) | (1.04) | (1) | ||
Diluted net income (loss) per common share: | ||||||
Diluted net loss income per common share from continuing operations (USD per share) | 0.02 | (0.31) | (0.03) | (0.53) | ||
Diluted net loss per common share from discontinued operations (USD per share) | (0.03) | (0.33) | (1.01) | (0.47) | ||
Diluted loss income per common share (USD per share) | $ (0.01) | $ (0.64) | $ (1.04) | $ (1) |
Earnings (Loss) Per Share (Narr
Earnings (Loss) Per Share (Narrative) (Details) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 21, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Authorized amount | $ 250,000,000 | ||||
Remaining authorized repurchase amount | $ 250,000,000 | $ 250,000,000 | |||
Restricted Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (shares) | 485 | 498 | 689 | 464 | |
Stock Based Awards [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (shares) | 2,550 | 1,152 | 2,745 | 710 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - Disposed of by Sale [Member] - USD ($) | Aug. 27, 2019 | Jun. 28, 2019 | Feb. 15, 2019 | Jan. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 |
Tilda [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture | $ 342,000,000 | |||||
Assets of discontinued operations | $ 369,215,000 | |||||
Liabilities of discontinued operations | 49,064,000 | |||||
Tilda [Member] | Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture | $ 341,800,000 | |||||
Hain Pure Protein [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Assets of discontinued operations | $ 0 | 0 | ||||
Liabilities of discontinued operations | $ 0 | 0 | ||||
Plainville Farms [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture | $ 25,000,000 | |||||
Letter of credit | $ 10,000,000 | |||||
Expiration period | 19 months | |||||
Percent of maximum draw | 120.00% | 120.00% | ||||
HPPC and EK Holdings [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from divestiture | $ 77,714,000 |
Discontinued Operations (Statem
Discontinued Operations (Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Provision (benefit) for income taxes | $ (1,835) | $ (22,859) | $ 13,472 | $ (27,544) |
Net (loss) income from discontinued operations, net of tax | (2,816) | (34,714) | (104,884) | (49,052) |
Tilda [Member] | Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 2,667 | 50,590 | 30,399 | 92,945 |
Cost of sales | 2,496 | 37,668 | 26,648 | 69,337 |
Gross profit | 171 | 12,922 | 3,751 | 23,608 |
Selling, general and administrative expense | 246 | 6,892 | 5,185 | 13,172 |
Other expense | 824 | 537 | 1,172 | 1,083 |
Interest expense | 0 | 3,391 | 2,432 | 6,782 |
Translation loss | 0 | 0 | 95,120 | 0 |
Gain (loss) on sale of discontinued operations | (3,752) | 0 | 10,170 | 0 |
Net (loss) income from discontinued operations before income taxes | (4,651) | 2,102 | (89,988) | 2,571 |
Provision (benefit) for income taxes | (1,835) | (407) | 13,865 | 76 |
Net (loss) income from discontinued operations, net of tax | (2,816) | 2,509 | (103,853) | 2,495 |
Tax expense from tax gain on sale | (1,250) | 15,250 | ||
Hain Pure Protein [Member] | Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 0 | 147,181 | 0 | 260,720 |
Cost of sales | 0 | 144,682 | 0 | 267,796 |
Gross profit | 0 | 2,499 | 0 | (7,076) |
Selling, general and administrative expense | 0 | 4,750 | 0 | 8,992 |
Asset impairments | 0 | 54,946 | 0 | 57,904 |
Other expense | 0 | 2,478 | 0 | 5,195 |
Gain (loss) on sale of discontinued operations | 0 | 0 | (1,424) | 0 |
Net (loss) income from discontinued operations before income taxes | 0 | (59,675) | (1,424) | (79,167) |
Provision (benefit) for income taxes | 0 | (22,452) | (393) | (27,620) |
Net (loss) income from discontinued operations, net of tax | $ 0 | $ (37,223) | $ (1,031) | $ (51,547) |
Discontinued Operations (Balanc
Discontinued Operations (Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
ASSETS | ||
Total current assets | $ 0 | $ 110,048 |
Total noncurrent assets of discontinued operations | 0 | 259,167 |
LIABILITIES | ||
Total current liabilities of discontinued operations | 0 | 31,703 |
Total noncurrent liabilities of discontinued operations | $ 0 | 17,361 |
Tilda [Member] | Disposed of by Sale [Member] | ||
ASSETS | ||
Cash and cash equivalents | 8,509 | |
Accounts receivable, less allowance for doubtful accounts | 26,955 | |
Inventories | 65,546 | |
Prepaid expenses and other current assets | 9,038 | |
Total current assets | 110,048 | |
Property, plant and equipment, net | 40,516 | |
Goodwill | 133,098 | |
Trademarks and other intangible assets, net | 84,925 | |
Other assets | 628 | |
Total noncurrent assets of discontinued operations | 259,167 | |
Total assets of discontinued operations | 369,215 | |
LIABILITIES | ||
Accounts payable | 18,341 | |
Accrued expenses and other current liabilities | 4,675 | |
Current portion of long-term debt | 8,687 | |
Total current liabilities of discontinued operations | 31,703 | |
Deferred tax liabilities | 17,153 | |
Other noncurrent liabilities | 208 | |
Total noncurrent liabilities of discontinued operations | 17,361 | |
Total liabilities of discontinued operations | $ 49,064 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 192,587 | $ 199,754 |
Raw materials, work-in-progress and packaging | 90,540 | 99,587 |
Total inventories | 283,127 | 299,341 |
Inventory write-down | $ 3,916 | $ 12,381 |
Property, Plant And Equipment_3
Property, Plant And Equipment, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 525,252,000 | $ 525,252,000 | $ 506,304,000 | ||
Less: accumulated depreciation and amortization | 226,694,000 | 226,694,000 | 218,459,000 | ||
Property, plant and equipment, net | 298,558,000 | 298,558,000 | 287,845,000 | ||
Depreciation | 8,024,000 | $ 6,757,000 | 15,729,000 | $ 14,230,000 | |
Non-cash impairment charge | 0 | ||||
United Kingdom [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Non-cash impairment charge | 5,275,000 | ||||
Land [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 14,323,000 | 14,323,000 | 14,240,000 | ||
Buildings and improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 84,883,000 | 84,883,000 | 83,151,000 | ||
Machinery and equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 290,712,000 | 290,712,000 | 274,554,000 | ||
Non-cash impairment charge | $ 534,000 | ||||
Computer hardware and software [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 59,889,000 | 59,889,000 | 48,984,000 | ||
Furniture and fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 19,074,000 | 19,074,000 | 17,325,000 | ||
Leasehold improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | 42,026,000 | 42,026,000 | 32,264,000 | ||
Construction in progress [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, gross | $ 14,345,000 | $ 14,345,000 | $ 35,786,000 |
Leases (Lease Expense) (Details
Leases (Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expenses | $ 4,800 | $ 9,489 |
Finance lease expenses: | ||
Amortization of ROU assets | 168 | 448 |
Interest on lease liabilities | 20 | 41 |
Total finance lease expenses | 188 | 489 |
Variable lease expenses | 381 | 1,240 |
Short-term lease expenses | 419 | 859 |
Total lease expenses | $ 5,788 | $ 12,077 |
Leases (Supplemental Balance Sh
Leases (Supplemental Balance Sheet Information) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
Operating lease ROU assets | $ 83,845 |
Finance lease ROU assets, net | 1,267 |
Total leased assets | 85,112 |
Current operating liabilities | 13,567 |
Current finance liabilities | 442 |
Non-current operating liabilities | 76,726 |
Non-current finance liabilities | 412 |
Total lease liabilities | $ 91,147 |
Leases (Other Information) (Det
Leases (Other Information) (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 8,113 |
Operating cash flows from finance leases | 12 |
Financing cash flows from finance leases | 244 |
Right-of-use assets obtained in exchange for lease obligations, Operating leases | 92,640 |
Right-of-use assets obtained in exchange for lease obligations, Finance leases | $ 1,131 |
Weighted average remaining lease terms, Operating leases | 8 years 7 months 6 days |
Weighted average remaining lease terms, Finance leases | 2 years 4 months 24 days |
Weighted average discount rates, Operating leases | 2.70% |
Weighted average discount rates, Finance leases | 3.10% |
Leases (Maturities of Lease Lia
Leases (Maturities of Lease Liabilities) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases | |
2020 (remainder of year) | $ 7,555 |
2021 | 15,258 |
2022 | 12,987 |
2023 | 11,994 |
2024 | 10,191 |
Thereafter | 44,398 |
Total lease payments | 102,383 |
Less: Imputed interest | 12,090 |
Total lease liabilities | 90,293 |
Finance leases | |
2020 (remainder of year) | 238 |
2021 | 369 |
2022 | 184 |
2023 | 54 |
2024 | 27 |
Thereafter | 6 |
Total lease payments | 878 |
Less: Imputed interest | 24 |
Total lease liabilities | 854 |
Total | |
2020 (remainder of year) | 7,793 |
2021 | 15,627 |
2022 | 13,171 |
2023 | 12,048 |
2024 | 10,218 |
Thereafter | 44,404 |
Total lease payments | 103,261 |
Less: Imputed interest | 12,114 |
Total lease liabilities | $ 91,147 |
Leases (Maturities, Prior to Ad
Leases (Maturities, Prior to Adoption) (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 19,426 |
2021 | 16,584 |
2022 | 14,218 |
2023 | 13,221 |
2024 | 11,041 |
Thereafter | 44,452 |
Total | $ 118,942 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2019 | Jun. 30, 2019 | |
Goodwill | ||
Goodwill | $ 875,881 | |
Divestiture | (4,357) | |
Translation and other adjustments, net | 8,181 | |
Goodwill | 879,705 | |
Accumulated impairment losses | 134,277 | $ 134,277 |
North America [Member] | ||
Goodwill | ||
Goodwill | 612,590 | |
Divestiture | (4,357) | |
Translation and other adjustments, net | (32) | |
Goodwill | 608,201 | |
International [Member] | ||
Goodwill | ||
Goodwill | 263,291 | |
Divestiture | 0 | |
Translation and other adjustments, net | 8,213 | |
Goodwill | 271,504 | |
United Kingdom [Member] | ||
Goodwill | ||
Accumulated impairment losses | 97,358 | 97,358 |
Europe [Member] | ||
Goodwill | ||
Accumulated impairment losses | 29,219 | 29,219 |
Cultivate [Member] | Operating Segments [Member] | ||
Goodwill | ||
Accumulated impairment losses | $ 7,700 | $ 7,700 |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | Oct. 07, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill from divestiture | $ 4,357 | |||
North America [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill from divestiture | 4,357 | |||
International [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Goodwill from divestiture | $ 0 | |||
Trademarks and Tradenames [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Long-lived asset impairment | $ 1,889 | $ 17,900 | ||
Trademarks and Tradenames [Member] | North America [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Long-lived asset impairment | 15,113 | |||
Trademarks and Tradenames [Member] | International [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Long-lived asset impairment | $ 2,787 | |||
Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Estimated useful lives | 25 years | |||
Arrowhead and Sunspire [Member] | Disposed of by Sale [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Proceeds from divestiture | $ 13,347 | |||
Loss on sale | $ 1,783 | $ 1,783 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Components Of Trademarks And Other Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and tradenames | $ 293,362 | $ 291,199 |
Other intangibles | 209,568 | 204,630 |
Less: accumulated amortization | (124,134) | (115,543) |
Net carrying amount | 378,796 | 380,286 |
Trademarks and Tradenames [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated impairment charge | $ 85,623 | $ 83,734 |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of acquired intangibles | $ 3,189 | $ 3,322 | $ 6,272 | $ 6,681 |
Debt And Borrowings (Components
Debt And Borrowings (Components Of Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Line of Credit Facility [Line Items] | ||
Less: Unamortized issuance costs | $ 0 | $ (1,022) |
Other borrowings | 4,551 | 4,966 |
Long-term debt | 326,251 | 630,769 |
Short-term borrowings and current portion of long-term debt | 1,387 | 17,232 |
Long-term debt, less current portion | 324,864 | 613,537 |
Amended Credit Agreement [Member] | Unsecured revolving credit facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 321,700 | 420,575 |
Term Loan [Member] | Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 206,250 |
Debt And Borrowings (Credit Agr
Debt And Borrowings (Credit Agreement) (Details) - Amended Credit Agreement [Member] | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Feb. 06, 2018USD ($) | |
Unsecured revolving credit facility [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | $ 1,000,000,000 | ||||||||
Line of credit facility outstanding | $ 321,700,000 | $ 321,700,000 | $ 420,575,000 | ||||||
Letters of credit outstanding | 9,698,000 | $ 9,698,000 | |||||||
Write off of unamortized issuance costs | 973,000 | ||||||||
Term Loan [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | 300,000,000 | ||||||||
Additional borrowing capacity | $ 400,000,000 | ||||||||
Consolidated leverage ratio | 4.75 | ||||||||
Available borrowing capacity | $ 668,602,000 | $ 668,602,000 | |||||||
Weighted average interest rate | 3.12% | 3.12% | |||||||
Term Loan [Member] | Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee percentage | 0.20% | ||||||||
Term Loan [Member] | Maximum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee percentage | 0.45% | ||||||||
Term Loan [Member] | Forecast [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Consolidated leverage ratio | 3.75 | 4 | 4.50 | ||||||
Interest coverage ratio | 4 | 3.75 | 3 | ||||||
Term Loan [Member] | Eurocurrency Rate [Member] | Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.875% | ||||||||
Term Loan [Member] | Eurocurrency Rate [Member] | Maximum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 2.50% | ||||||||
Term Loan [Member] | Base Rate [Member] | Minimum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.00% | ||||||||
Term Loan [Member] | Base Rate [Member] | Maximum [Member] | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.50% |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax [Line Items] | ||||
Effective income tax rate reconciliation | 31.80% | (19.10%) | (25.00%) | 8.20% |
Provision (benefit) for income taxes | $ (1,835) | $ (22,859) | $ 13,472 | $ (27,544) |
Reversal of deferred tax liability related to book/tax basis difference | 12,250 | 12,250 | ||
Tilda [Member] | Disposed of by Sale [Member] | ||||
Income Tax [Line Items] | ||||
Provision (benefit) for income taxes | (1,835) | $ (407) | 13,865 | $ 76 |
Tax expense from tax gain on sale | $ (1,250) | $ 15,250 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total other comprehensive income (loss) | $ 48,697,000 | $ (27,948,000) | $ 104,807,000 | $ (41,467,000) |
Foreign currency translation adjustments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other comprehensive income (loss) before reclassifications | 48,655,000 | (27,948,000) | 9,713,000 | (41,467,000) |
Amounts reclassified into income | 0 | 0 | 95,120,000 | 0 |
Deferred gains (losses) on cash flow hedging instruments [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Amounts reclassified into income | (42,000) | 0 | 26,000 | 0 |
Amounts reclassified into income for deferred gains (losses) | 52,000 | 0 | (26,000) | 0 |
Intra-entity foreign currency transactions [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other comprehensive income (loss) before reclassifications | $ 613,000 | $ (313,000) | $ (250,000) | $ (472,000) |
Stock-Based Compensation And _3
Stock-Based Compensation And Incentive Performance Plans (Narrative) (Details) shares in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Sep. 30, 2018USD ($) | Dec. 31, 2019USD ($)planshares | Jun. 30, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shareholder-approved plans | plan | 1 | ||
Number of long-term incentive plans | plan | 2 | ||
Unrecognized stock-based compensation expense | $ 20,957,000 | ||
Unrecognized compensation expense | $ 0 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (shares) | shares | 486 | ||
Period for recognition | 1 year 9 months 18 days | ||
Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of targeted award | 300.00% | 150.00% | |
Number of shares available for grant (in shares) | shares | 29 | 42 | |
Long Term Incentive Plan 2016-2018 and 2017-2019 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award requisite service period | 3 years | ||
Reversal of previously accrued amounts | $ (9,478,000) | ||
Long Term Incentive Plan 2019-2021 [Member] | Performance Shares [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (shares) | shares | 1,318 | 1,964 | |
Chief Executive Officer Succession Plan expense, net | Long Term Incentive Plan 2016-2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reversal of previously accrued amounts | (5,065,000) | ||
Selling, general and administrative expense | Long Term Incentive Plan 2016-2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reversal of previously accrued amounts | (4,413,000) | ||
Stock Based Compensation Expense [Member] | Long Term Incentive Plan 2016-2018 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Reversal of previously accrued amounts | $ (1,867,000) |
Stock-Based Compensation And _4
Stock-Based Compensation And Incentive Performance Plans (Compensation Cost And Related Income Tax Benefits Recognized) (Details) - USD ($) $ in Thousands | 3 Months Ended | 4 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 04, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 117 | $ 429 | |||
Total compensation cost recognized for stock-based compensation plans | $ 3,083 | 1,911 | $ 6,364 | $ 2,046 | |
Related income tax benefit | 297 | 256 | 670 | 295 | |
Selling, general and administrative expense | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 3,083 | 1,776 | 5,820 | 1,562 | |
Chief Executive Officer Succession Plan expense, net | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | 0 | 117 | 0 | 429 | |
Discontinued operations | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 18 | $ 544 | $ 55 |
Stock-Based Compensation And _5
Stock-Based Compensation And Incentive Performance Plans (Non-Vested Restricted Stock And Restricted Share Unit Awards) (Details) - Restricted Stock [Member] shares in Thousands | 6 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of Shares and Units | |
Non-vested restricted stock, restricted share units, and performance units, beginning balance (shares) | shares | 2,729 |
Granted (shares) | shares | 486 |
Vested (shares) | shares | (188) |
Forfeited (shares) | shares | (1,094) |
Non-vested restricted stock, restricted share units, and performance units, ending balance (shares) | shares | 1,933 |
Weighted Average Grant Date Fair Value (per share) | |
Non-vested restricted stock, restricted share units, and performance units beginning balance (USD per share) | $ / shares | $ 12.94 |
Granted (USD per share) | $ / shares | 18.43 |
Vested (USD per share) | $ / shares | 23.31 |
Forfeited (USD per share) | $ / shares | 7.89 |
Non-vested restricted stock, restricted share units, and performance units ending balance (USD per share) | $ / shares | $ 15.48 |
Stock-Based Compensation And _6
Stock-Based Compensation And Incentive Performance Plans (Restricted Stock Grant Information) (Details) - Restricted Stock [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of restricted stock and restricted share units granted | $ 8,963 | $ 10,073 |
Fair value of shares vested | 4,276 | 6,938 |
Tax (benefit) expense recognized from restricted shares vesting | $ (58) | $ 2,561 |
Stock-Based Compensation And _7
Stock-Based Compensation And Incentive Performance Plans (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Number of Options | |
Options outstanding and exercisable, beginning balance (shares) | shares | 122 |
Exercised (shares) | shares | 0 |
Options outstanding and exercisable, ending balance (shares) | shares | 122 |
Weighted Average Exercise Price | |
Options outstanding and exercisable, beginning balance (USD per share) | $ / shares | $ 2.26 |
Exercised (USD per share) | $ / shares | 0 |
Options outstanding and exercisable, ending balance (USD per share) | $ / shares | $ 2.26 |
Weighted Average Contractual Life | 11 years 6 months |
Aggregate Intrinsic Value | $ | $ 2,890 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Chop't [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 14,287 | $ 14,632 |
Financial Instruments Measure_3
Financial Instruments Measured At Fair Value (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Assets: | ||
Cash equivalents | $ 3,006 | $ 44 |
Forward foreign currency contracts | 374 | 626 |
Equity investment | 652 | 621 |
Assets total | 4,032 | 1,291 |
Liabilities: | ||
Forward foreign currency contracts | 709 | 103 |
Liabilities total | 709 | 103 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Cash equivalents | 3,006 | 44 |
Forward foreign currency contracts | 0 | 0 |
Equity investment | 652 | 621 |
Assets total | 3,658 | 665 |
Liabilities: | ||
Forward foreign currency contracts | 0 | 0 |
Liabilities total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Forward foreign currency contracts | 374 | 626 |
Equity investment | 0 | 0 |
Assets total | 374 | 626 |
Liabilities: | ||
Forward foreign currency contracts | 709 | 103 |
Liabilities total | 709 | 103 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Forward foreign currency contracts | 0 | 0 |
Equity investment | 0 | 0 |
Assets total | 0 | 0 |
Liabilities: | ||
Forward foreign currency contracts | 0 | 0 |
Liabilities total | $ 0 | $ 0 |
Financial Instruments Measure_4
Financial Instruments Measured At Fair Value (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of foreign exchange hedges discontinued | $ 0 | $ 0 | $ 0 | $ 0 | |
Cash Flow Hedging [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 10,095,000 | 10,095,000 | $ 2,275,000 | ||
Fair value amounts of derivative contracts, net liability | (102,000) | (102,000) | |||
Fair value amounts of derivative contracts, net assets | 83,000 | ||||
Fair Value Hedging [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 58,746,000 | 58,746,000 | 41,845,000 | ||
Fair value amounts of derivative contracts, net liability | (233,000) | (233,000) | (233,000) | ||
Fair value amounts of derivative contracts, net assets | $ 440,000 | $ 440,000 | $ 440,000 | ||
Yeo Hiap Seng Limited [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Ownership percentage, less than | 1.00% | 1.00% |
Commitments And Contingencies (
Commitments And Contingencies (Details) - complaint | Apr. 26, 2017 | Aug. 17, 2016 | Dec. 29, 2016 |
Securities Complaints [Member] | |||
Loss Contingencies [Line Items] | |||
Number of complaints | 3 | ||
Derivative Complaints [Member] | |||
Loss Contingencies [Line Items] | |||
Number of complaints | 2 | ||
Barnes Complaint [Member] | |||
Loss Contingencies [Line Items] | |||
Number of complaints | 2 |
Segment Information (Segment Da
Segment Information (Segment Data) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Jun. 30, 2019segment | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 7 | ||||
Number of reportable segments | segment | 2 | 3 | |||
Net sales | $ 506,784 | $ 533,566 | $ 988,860 | $ 1,052,044 | |
Operating Income | 9,191 | (20,880) | 11,646 | (48,844) | |
Productivity and transformation costs | 12,260 | 9,872 | 26,435 | 20,205 | |
Chief Executive Officer Succession Plan expense, net | 0 | 10,148 | 0 | 29,701 | |
Trademarks and Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 1,889 | 17,900 | |||
North America [Member] | Trademarks and Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 15,113 | ||||
International [Member] | Trademarks and Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 2,787 | ||||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 506,784 | 533,566 | 988,860 | 1,052,044 | |
Operating Income | 32,961 | 24,716 | 57,200 | 34,882 | |
Operating Segments [Member] | North America [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 280,693 | 305,574 | 552,394 | 596,765 | |
Operating Income | 20,062 | 9,563 | 35,194 | 14,069 | |
Operating Segments [Member] | International [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 226,091 | 227,992 | 436,466 | 455,279 | |
Operating Income | 12,899 | 15,153 | 22,006 | 20,813 | |
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income | (23,770) | (45,596) | (45,554) | (83,726) | |
Productivity and transformation costs | $ 9,835 | 5,506 | 20,570 | 13,483 | |
Insurance proceeds | $ (2,562) | ||||
Chief Executive Officer Succession Plan expense, net | 10,148 | 29,701 | |||
Accounting review and remediation costs, net of insurance proceeds | $ 920 | $ 4,334 |
Segment Information (Net Sales)
Segment Information (Net Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 506,784 | $ 533,566 | $ 988,860 | $ 1,052,044 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 242,891 | 270,925 | 479,225 | 525,867 |
United Kingdom [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 171,014 | 178,323 | 332,595 | 357,759 |
All Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 92,879 | 84,318 | 177,040 | 168,418 |
Grocery [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 357,972 | 380,497 | 707,774 | 763,094 |
Snacks [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 72,274 | 72,298 | 148,673 | 144,139 |
Tea [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 39,045 | 39,586 | 60,483 | 61,329 |
Personal Care [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 37,493 | $ 41,185 | $ 71,930 | $ 83,482 |
Segment Information (Long-lived
Segment Information (Long-lived Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 344,956 | $ 336,019 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 114,592 | 115,866 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 143,215 | 132,876 |
All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 87,149 | $ 87,277 |
Uncategorized Items - hain-2019
Label | Element | Value |
Accounting Standards Update 2016-01 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 348,000 |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (348,000) |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 163,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 163,000 |