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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hain Celestial Group Inc | NASDAQ:HAIN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.19 | -2.73% | 6.76 | 6.76 | 6.77 | 7.13 | 6.745 | 7.06 | 945,451 | 20:37:50 |
ý
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
|
|
|
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Delaware
|
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22-3240619
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1111 Marcus Avenue
Lake Success, New York
|
|
11042
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of Each Class
|
|
Name of Each Exchange on which registered
|
Common Stock, par value $.01 per share
|
|
The NASDAQ
®
Global Select Market
|
Large accelerated filer
|
ý
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Accelerated filer
|
¨
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Non-accelerated filer
(Do not check if a smaller reporting company)
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¨
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Smaller reporting company
|
¨
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Emerging growth company
|
¨
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Page
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PART I
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|
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Item 1.
|
||
Item 1A.
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Item 1B.
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Item 2.
|
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Item 3.
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Item 4.
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||
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PART II
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|
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Item 5.
|
||
Item 6.
|
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
|
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Item 10.
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Item 11.
|
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Item 12.
|
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Item 13.
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Item 14.
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PART IV
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Item 15.
|
||
Item 16.
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||
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||
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|
|
|
•
|
Better-for-You Baby
, which includes infant foods, infant and toddler formula, toddler and kids foods and diapers that nurture and care for babies and toddlers, under the Earth’s Best
®
and Ella’s Kitchen
®
brands.
|
•
|
Better-for-You Pantry
, which includes core consumer staples, such as MaraNatha
®
, Arrowhead Mills
®
, Imagine
®
and Spectrum
®
brands.
|
•
|
Better-for-You Snacking
, which includes wholesome products for in-between meals, such as Terra
®
, Sensible Portions
®
and Garden of Eatin’
®
brands.
|
•
|
Fresh Living
, which includes yogurt, plant-based proteins and other refrigerated products, such as The Greek Gods
®
yogurt and Dream™ plant-based beverage brands.
|
•
|
Pure Personal Care
, which includes personal care products focused on providing consumers with cleaner and gentler ingredients, such as JASON
®
, Live Clean
®
, Avalon Organics
®
and Alba Botanica
®
brands.
|
•
|
Tea
, which includes tea products marketed under the Celestial Seasonings
®
brand.
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||
United States
|
$
|
1,084,871
|
|
44
|
%
|
|
$
|
1,107,806
|
|
47
|
%
|
|
$
|
1,164,817
|
|
49
|
%
|
United Kingdom
|
938,029
|
|
38
|
%
|
|
851,757
|
|
36
|
%
|
|
859,183
|
|
36
|
%
|
|||
Rest of World
|
434,869
|
|
18
|
%
|
|
383,942
|
|
16
|
%
|
|
368,864
|
|
15
|
%
|
|||
Total
|
$
|
2,457,769
|
|
100
|
%
|
|
$
|
2,343,505
|
|
100
|
%
|
|
$
|
2,392,864
|
|
100
|
%
|
•
|
Boulder, Colorado (three facilities), which produce Celestial Seasonings
®
teas, WestSoy
®
fresh tofu, seitan and tempeh products, and Rudi’s Organic Bakery
®
organic breads, buns, bagels, tortillas, wraps and soft pretzels and Rudi’s Gluten-Free Bakery
®
gluten-free products including breads, buns and tortillas;
|
•
|
Moonachie, New Jersey, which produces Terra
®
root vegetable and potato chips;
|
•
|
Mountville, Pennsylvania, which produces Sensible Portions
®
snack products;
|
•
|
Hereford, Texas, which produces Arrowhead Mills
®
cereals, flours and baking ingredients;
|
•
|
Ashland, Oregon, which produces MaraNatha
®
nut butters; and
|
•
|
Culver City, California, which produces Alba Botanica
®
, Avalon Organics
®
, JASON
®
and Earth’s Best
®
personal care products.
|
•
|
Histon, England, which produces our ambient grocery products including Hartley’s
®
, Frank Cooper’s
®
, Robertson’s
®
and Gale’s
®
;
|
•
|
Newport, Wales, which produces our Clarks™ sweeteners, syrups and dessert sauces;
|
•
|
Rainham, England (two facilities), which produce our classic and ready-to-heat Tilda
®
rice and grain-based products;
|
•
|
Grimsby, England, which produces our New Covent Garden Soup Co.
®
chilled soups;
|
•
|
Peterborough, England, which also produces New Covent Garden Soup Co.
®
chilled soups;
|
•
|
Clitheroe, England, which produces our Farmhouse Fare
®
hot-eating desserts;
|
•
|
Leeds, England, which prepares our fresh fruit products;
|
•
|
Fakenham, England (two facilities), which produces Linda McCartney’s
®
meat-free frozen foods and jellies;
|
•
|
Corby, England (two facilities), which produces drinks and desserts and prepares fresh cut fruit;
|
•
|
Gateshead, England, which prepares fresh cut fruit; and
|
•
|
North Yorkshire, England, which produces Yorkshire Provender
®
chilled soups; and
|
•
|
Larvik, Norway, which produces our GG UniqueFiber
TM
products.
|
•
|
Trenton, Ontario, which produces Yves Veggie Cuisine
®
plant-based products;
|
•
|
Vancouver, British Columbia, which produces Yves Veggie Cuisine
®
plant-based products;
|
•
|
Mississauga, Ontario, which produces our Live Clean
®
and other personal care products;
|
•
|
Troisdorf, Germany, which produces Natumi
®
, Rice Dream
®
, Lima
®,
Joya
®
and other plant-based beverages;
|
•
|
Andiran, France, which produces our Danival
®
organic food products;
|
•
|
Oberwart, Austria, which produces our Dream
®
, Lima
®,
and Joya
®
plant-based foods and beverages; and
|
•
|
Schwerin, Germany, which also produces our Dream
®
, Lima
®,
and Joya
®
plant-based foods and beverages.
|
•
|
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”);
|
•
|
our policies related to corporate governance, including our Code of Business Conduct and Ethics (“Code of Ethics”) applying to our directors, officers and employees (including our principal executive officer and principal financial and accounting officers) that we have adopted to meet the requirements set forth in the rules and regulations of the SEC and Nasdaq; and
|
•
|
the charters of the Audit, Compensation and Corporate Governance and Nominating Committees of our Board of Directors.
|
•
|
periodic economic downturns and the instability of governments, including default or deterioration in the credit worthiness of local governments, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, expropriation and other economic or political uncertainties;
|
•
|
difficulties in managing a global enterprise, including staffing, collecting accounts receivable and managing distributors;
|
•
|
compliance with U.S. laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act and the Office of Foreign Asset Control trade sanction regulations and anti-boycott regulations;
|
•
|
difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations, including
|
•
|
tariffs, quotas, trade barriers or sanctions, other trade protection measures and import or export licensing requirements imposed by governments that might negatively affect our sales, including, but not limited to, Canadian and European Union tariffs imposed on certain U.S. food and beverages;
|
•
|
pandemics, such as the flu, which may adversely affect our workforce as well as our local suppliers and customers;
|
•
|
earthquakes, tsunamis, floods or other major disasters that may limit the supply of products that we purchase abroad;
|
•
|
varying regulatory, tax, judicial and administrative practices in the jurisdictions where we operate, including changes in tax laws, interpretation of tax laws, tax audit outcomes and potentially burdensome taxation;
|
•
|
changes in capital controls, including price and currency exchange controls;
|
•
|
discriminatory or conflicting fiscal policies;
|
•
|
varying abilities to enforce intellectual property and contractual rights;
|
•
|
greater risk of uncollectible accounts and longer collection cycles;
|
•
|
design and implementation of effective control environment processes across our diverse operations and employee base;
|
•
|
foreign currency exchange and transfer restrictions;
|
•
|
increased costs, disruptions in shipping or reduced availability of freight transportation; and
|
•
|
differing labor standards.
|
•
|
as to the timing or number of marketing opportunities or amount of cost savings that may be realized as the result of our integration of an acquired brand;
|
•
|
that a business combination will enhance our competitive position and business prospects;
|
•
|
that we will be able to coordinate a greater number of diverse businesses and businesses located in a greater number of geographic locations;
|
•
|
that we will not experience difficulties with customers, personnel or other parties as a result of a business combination;
|
•
|
that disputes with sellers will not arise; or
|
•
|
that, with respect to our acquisitions outside the United States, we will not be affected by, among other things, exchange rate risk and risks associated with local regulatory regimes.
|
•
|
integrating an acquired brand’s distribution channels with our own;
|
•
|
coordinating sales force activities of an acquired brand or in selling the products of an acquired brand to our customer base; or
|
•
|
integrating an acquired brand into our management information systems or integrating an acquired brand’s products into our product mix.
|
Primary Use
|
|
Location
|
|
Approximate Square Feet
|
|
Expiration of Lease
|
|
Rest of World:
|
|
|
|
|
|
|
|
Manufacturing (Plant-based foods)
|
|
Vancouver, BC, Canada
|
|
76,000
|
|
|
Owned
|
Manufacturing and offices (Personal care)
|
|
Mississauga, ON, Canada
|
|
61,000
|
|
|
2020
|
Distribution (Personal care)
|
|
Mississauga, ON, Canada
|
|
81,000
|
|
|
2022
|
Manufacturing (Plant-based foods)
|
|
Trenton, ON, Canada
|
|
47,000
|
|
|
2028
|
Offices
|
|
Toronto, ON, Canada
|
|
14,000
|
|
|
2024
|
Manufacturing, distribution and offices (Plant-based beverages)
|
|
Troisdorf, Germany
|
|
131,000
|
|
|
2027
|
Manufacturing and offices (Organic food products)
|
|
Andiran, France
|
|
39,000
|
|
|
Owned
|
Distribution (Organic food products)
|
|
Nerac, France
|
|
18,000
|
|
|
Owned
|
Manufacturing and offices (Plant-based foods and beverages)
|
|
Oberwart, Austria
|
|
108,000
|
|
|
Unlimited
|
Manufacturing (Plant-based foods and beverages)
|
|
Schwerin, Germany
|
|
650,000
|
|
|
Owned
|
Manufacturing and distribution (Plant-based foods and beverages
|
|
Loipersdorf, Austria
|
|
76,000
|
|
|
Unlimited
|
|
|
|
|
|
|
|
|
Hain Pure Protein (discontinued operations):
|
|
|
|
|
|
|
|
Manufacturing and offices (Poultry products)
|
|
Fredericksburg, PA
|
|
55,000
|
|
|
Owned
|
Manufacturing and offices (Poultry products)
|
|
Fredericksburg, PA
|
|
60,000
|
|
|
Owned
|
Distribution and offices (Poultry products)
|
|
New Oxford, PA
|
|
92,000
|
|
|
Owned
|
Manufacturing and offices (Poultry products)
|
|
New Oxford, PA
|
|
130,000
|
|
|
Owned
|
Manufacturing and offices (Poultry products)
|
|
Liverpool, NY
|
|
15,000
|
|
|
Owned
|
Manufacturing, distribution and offices (Kosher poultry products)
|
|
Mifflintown, PA
|
|
280,000
|
|
|
Owned
|
Manufacturing, distribution and offices (Feed mill)
|
|
Sellinsgrove, PA
|
|
10,000
|
|
|
Owned
|
Manufacturing and offices (Poultry hatchery)
|
|
Beaver Springs, PA
|
|
35,000
|
|
|
Owned
|
|
Common Stock
|
||||||||||||||
|
Fiscal Year 2018
|
|
Fiscal Year 2017
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
45.00
|
|
|
$
|
38.09
|
|
|
$
|
55.35
|
|
|
$
|
34.57
|
|
Second Quarter
|
$
|
42.54
|
|
|
$
|
34.37
|
|
|
$
|
39.90
|
|
|
$
|
34.38
|
|
Third Quarter
|
$
|
41.95
|
|
|
$
|
31.85
|
|
|
$
|
40.99
|
|
|
$
|
34.46
|
|
Fourth Quarter
|
$
|
31.93
|
|
|
$
|
25.52
|
|
|
$
|
38.82
|
|
|
$
|
31.60
|
|
Period
|
(a)
Total number
of shares
purchased (1)
|
|
(b)
Average
price paid
per share
|
|
(c)
Total number of
shares purchased
as part of
publicly
announced plans
|
|
(d)
Maximum
number of shares that may yet be purchased under the plans (in millions) (2)
|
||||||
April 1, 2018 - April 30, 2018
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
250
|
|
May 1, 2018 - May 31, 2018
|
28
|
|
|
27.24
|
|
|
—
|
|
|
250
|
|
||
June 1, 2018 - June 30, 2018
|
11,656
|
|
|
28.95
|
|
|
—
|
|
|
250
|
|
||
Total
|
11,684
|
|
|
$
|
28.97
|
|
|
—
|
|
|
|
(1)
|
Shares surrendered for payment of employee payroll taxes due on shares issued under stockholder approved stock-based compensation plans.
|
(2)
|
On June 21, 2017, the Company’s Board of Directors authorized the repurchase of up to $250 million 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 Company did not repurchase any shares under this program in fiscal 2018 or 2017.
|
|
|
Fiscal Year Ended June 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Operating results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,457,769
|
|
|
$
|
2,343,505
|
|
|
$
|
2,392,864
|
|
|
$
|
2,272,416
|
|
|
$
|
2,107,822
|
|
Net income from continuing operations
(a)
|
|
$
|
82,428
|
|
|
$
|
65,541
|
|
|
$
|
27,571
|
|
|
$
|
147,750
|
|
|
$
|
128,526
|
|
Net (loss) income from discontinued operations, net of tax
(b)
|
|
$
|
(72,734
|
)
|
|
$
|
1,889
|
|
|
$
|
19,858
|
|
|
$
|
17,212
|
|
|
$
|
1,396
|
|
Net income
(a) (b)
|
|
$
|
9,694
|
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
|
$
|
129,922
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per common share
(c)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
0.79
|
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
|
$
|
1.45
|
|
|
$
|
1.31
|
|
From discontinued operations
|
|
(0.70
|
)
|
|
0.02
|
|
|
0.19
|
|
|
0.17
|
|
|
0.01
|
|
|||||
Net income per common share - basic
|
|
$
|
0.09
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.62
|
|
|
$
|
1.33
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income (loss) per common share
(c)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
0.79
|
|
|
$
|
0.63
|
|
|
$
|
0.26
|
|
|
$
|
1.43
|
|
|
$
|
1.29
|
|
From discontinued operations
|
|
(0.70
|
)
|
|
0.02
|
|
|
0.19
|
|
|
0.17
|
|
|
0.01
|
|
|||||
Net income per common share - diluted
*
|
|
$
|
0.09
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.60
|
|
|
$
|
1.30
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(d)
|
|
$
|
629,142
|
|
|
$
|
534,287
|
|
|
$
|
543,206
|
|
|
$
|
537,440
|
|
|
$
|
358,345
|
|
Total assets
(d)
|
|
$
|
2,946,674
|
|
|
$
|
2,931,104
|
|
|
$
|
3,008,080
|
|
|
$
|
3,099,408
|
|
|
$
|
2,943,814
|
|
Long-term debt, less current portion
|
|
$
|
687,501
|
|
|
$
|
740,135
|
|
|
$
|
835,787
|
|
|
$
|
812,088
|
|
|
$
|
767,827
|
|
Stockholders’ equity
|
|
$
|
1,737,049
|
|
|
$
|
1,712,832
|
|
|
$
|
1,664,514
|
|
|
$
|
1,727,667
|
|
|
$
|
1,580,825
|
|
•
|
Better-for-You Baby
, which includes infant foods, infant and toddler formula, toddler and kids foods, diapers and wipe products that nurture and care for babies and toddlers, under the Earth’s Best
®
and Ella’s Kitchen
®
brands.
|
•
|
Better-for-You Pantry
, which includes core consumer staples such as MaraNatha
®
, Arrowhead Mills
®
, Imagine
®
and Spectrum
®
brands.
|
•
|
Better-for-You Snacking
, which includes wholesome products for in-between meals such as Terra
®
, Sensible Portions
®
and Garden of Eatin’
®
brands.
|
•
|
Fresh Living
, which includes yogurt, plant-based proteins and other refrigerated products such as The Greek Gods
®
yogurt and Dream™ plant-based beverage brands.
|
•
|
Pure Personal Care
, which includes personal care products focused on providing consumers with cleaner and gentler ingredients such as JASON
®
, Live Clean
®
, Avalon Organics
®
and Alba Botanica
®
brands.
|
•
|
Tea
, which includes tea products marketed under the Celestial Seasonings
®
brand.
|
|
Fiscal Year Ended June 30,
|
|
Change in
|
|||||||||||||||||
|
2018
|
|
2017
|
|
Dollars
|
|
Percentage
|
|||||||||||||
Net sales
|
$
|
2,457,769
|
|
|
100.0
|
%
|
|
$
|
2,343,505
|
|
|
100.0
|
%
|
|
$
|
114,264
|
|
|
4.9
|
%
|
Cost of sales
|
1,942,321
|
|
|
79.0
|
%
|
|
1,824,109
|
|
|
77.8
|
%
|
|
118,212
|
|
|
6.5
|
%
|
|||
Gross profit
|
515,448
|
|
|
21.0
|
%
|
|
519,396
|
|
|
22.2
|
%
|
|
(3,948
|
)
|
|
(0.8
|
)%
|
|||
Selling, general and administrative expenses
|
339,431
|
|
|
13.8
|
%
|
|
312,583
|
|
|
13.3
|
%
|
|
26,848
|
|
|
8.6
|
%
|
|||
Amortization of acquired intangibles
|
18,202
|
|
|
0.7
|
%
|
|
16,988
|
|
|
0.7
|
%
|
|
1,214
|
|
|
7.1
|
%
|
|||
Acquisition related expenses, restructuring, integration and other charges
|
20,749
|
|
|
0.8
|
%
|
|
10,388
|
|
|
0.4
|
%
|
|
10,361
|
|
|
99.7
|
%
|
|||
Accounting review and remediation costs, net of insurance proceeds
|
9,293
|
|
|
0.4
|
%
|
|
29,562
|
|
|
1.3
|
%
|
|
(20,269
|
)
|
|
(68.6
|
)%
|
|||
Goodwill impairment
|
7,700
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|
7,700
|
|
|
—
|
%
|
|||
Long-lived asset and intangibles impairment
|
14,033
|
|
|
0.6
|
%
|
|
40,452
|
|
|
1.7
|
%
|
|
(26,419
|
)
|
|
(65.3
|
)%
|
|||
Operating income
|
106,040
|
|
|
4.3
|
%
|
|
109,423
|
|
|
4.7
|
%
|
|
(3,383
|
)
|
|
(3.1
|
)%
|
|||
Interest and other financing expense, net
|
26,925
|
|
|
1.1
|
%
|
|
21,115
|
|
|
0.9
|
%
|
|
5,810
|
|
|
27.5
|
%
|
|||
Other (income)/expense, net
|
(2,087
|
)
|
|
(0.1
|
)%
|
|
430
|
|
|
—
|
%
|
|
(2,517
|
)
|
|
*
|
||||
Income from continuing operations before income taxes and equity in net income of equity-method investees
|
81,202
|
|
|
3.3
|
%
|
|
87,878
|
|
|
3.7
|
%
|
|
(6,676
|
)
|
|
(7.6
|
)%
|
|||
(Benefit) provision for income taxes
|
(887
|
)
|
|
—
|
%
|
|
22,466
|
|
|
1.0
|
%
|
|
(23,353
|
)
|
|
(103.9
|
)%
|
|||
Equity in net income of equity-method
investees
|
(339
|
)
|
|
—
|
%
|
|
(129
|
)
|
|
—
|
%
|
|
(210
|
)
|
|
(162.8
|
)%
|
|||
Net income from continuing operations
|
$
|
82,428
|
|
|
3.4
|
%
|
|
$
|
65,541
|
|
|
2.8
|
%
|
|
$
|
16,887
|
|
|
25.8
|
%
|
Net (loss) income from discontinued operations, net of tax
|
(72,734
|
)
|
|
(3.0
|
)%
|
|
1,889
|
|
|
0.1
|
%
|
|
(74,623
|
)
|
|
*
|
||||
Net income
|
$
|
9,694
|
|
|
0.4
|
%
|
|
$
|
67,430
|
|
|
2.9
|
%
|
|
$
|
(57,736
|
)
|
|
(85.6
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA
|
$
|
255,941
|
|
|
10.4
|
%
|
|
$
|
264,956
|
|
|
11.3
|
%
|
|
$
|
(9,015
|
)
|
|
(3.4
|
)%
|
•
|
For the fiscal year ended June 30, 2018, the Company accrued a $25.0 million provisional tax benefit related to the net change in deferred tax liabilities stemming from the Tax Act’s reduction of the U.S. federal tax rate from 35% to 21%, and disallowance of certain incentive based compensation tax deductibility under Internal Revenue Code Section 162(m).
|
•
|
For the fiscal year ended June 30, 2018, the Company accrued a reasonable estimate of $7.1 million of tax expense for the Tax Act’s one-time transition tax on the foreign subsidiaries’ accumulated, unremitted earnings going back to 1986.
|
(dollars in thousands)
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||
Fiscal 2018 net sales
|
$
|
1,084,871
|
|
|
$
|
938,029
|
|
|
$
|
434,869
|
|
|
$
|
—
|
|
|
$
|
2,457,769
|
|
Fiscal 2017 net sales
|
$
|
1,107,806
|
|
|
$
|
851,757
|
|
|
$
|
383,942
|
|
|
$
|
—
|
|
|
$
|
2,343,505
|
|
$ change
|
$
|
(22,935
|
)
|
|
$
|
86,272
|
|
|
$
|
50,927
|
|
|
n/a
|
|
|
$
|
114,264
|
|
|
% change
|
(2.1
|
)%
|
|
10.1
|
%
|
|
13.3
|
%
|
|
n/a
|
|
|
4.9
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2018 operating
income (loss)
|
$
|
86,319
|
|
|
$
|
56,046
|
|
|
$
|
38,660
|
|
|
$
|
(74,985
|
)
|
|
$
|
106,040
|
|
Fiscal 2017 operating
income (loss)
|
$
|
145,307
|
|
|
$
|
51,948
|
|
|
$
|
32,010
|
|
|
$
|
(119,842
|
)
|
|
$
|
109,423
|
|
$ change
|
$
|
(58,988
|
)
|
|
$
|
4,098
|
|
|
$
|
6,650
|
|
|
$
|
44,857
|
|
|
$
|
(3,383
|
)
|
% change
|
(40.6
|
)%
|
|
7.9
|
%
|
|
20.8
|
%
|
|
37.4
|
%
|
|
(3.1
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2018 operating
income margin
|
8.0
|
%
|
|
6.0
|
%
|
|
8.9
|
%
|
|
n/a
|
|
|
4.3
|
%
|
|||||
Fiscal 2017 operating
income margin
|
13.1
|
%
|
|
6.1
|
%
|
|
8.3
|
%
|
|
n/a
|
|
|
4.7
|
%
|
|
Fiscal Year Ended June 30,
|
|
Change in
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
|||||||||||||
Net sales
|
$
|
2,343,505
|
|
|
100.0
|
%
|
|
$
|
2,392,864
|
|
|
100.0
|
%
|
|
$
|
(49,359
|
)
|
|
(2.1
|
)%
|
Cost of sales
|
1,824,109
|
|
|
77.8
|
%
|
|
1,827,402
|
|
|
76.4
|
%
|
|
(3,293
|
)
|
|
(0.2
|
)%
|
|||
Gross profit
|
519,396
|
|
|
22.2
|
%
|
|
565,462
|
|
|
23.6
|
%
|
|
(46,066
|
)
|
|
(8.1
|
)%
|
|||
Selling, general and administrative expenses
|
312,583
|
|
|
13.3
|
%
|
|
288,023
|
|
|
12.0
|
%
|
|
24,560
|
|
|
8.5
|
%
|
|||
Amortization of acquired intangibles
|
16,988
|
|
|
0.7
|
%
|
|
17,544
|
|
|
0.7
|
%
|
|
(556
|
)
|
|
(3.2
|
)%
|
|||
Acquisition related expenses, restructuring, integration and other charges
|
10,388
|
|
|
0.4
|
%
|
|
13,346
|
|
|
0.6
|
%
|
|
(2,958
|
)
|
|
(22.2
|
)%
|
|||
Accounting review and remediation costs, net of insurance proceeds
|
29,562
|
|
|
1.3
|
%
|
|
—
|
|
|
—
|
%
|
|
29,562
|
|
|
*
|
||||
Goodwill impairment
|
—
|
|
|
—
|
%
|
|
84,548
|
|
|
3.5
|
%
|
|
(84,548
|
)
|
|
(100.0
|
)%
|
|||
Long-lived asset and intangibles impairment
|
40,452
|
|
|
1.7
|
%
|
|
43,200
|
|
|
1.8
|
%
|
|
(2,748
|
)
|
|
(6.4
|
)%
|
|||
Operating income
|
109,423
|
|
|
4.7
|
%
|
|
118,801
|
|
|
5.0
|
%
|
|
(9,378
|
)
|
|
(7.9
|
)%
|
|||
Interest and other financing expense, net
|
21,115
|
|
|
0.9
|
%
|
|
25,015
|
|
|
1.0
|
%
|
|
(3,900
|
)
|
|
(15.6
|
)%
|
|||
Other (income)/expense, net
|
430
|
|
|
—
|
%
|
|
16,469
|
|
|
0.7
|
%
|
|
(16,039
|
)
|
|
(97.4
|
)%
|
|||
Gain on fire insurance recovery
|
—
|
|
|
—
|
%
|
|
(9,752
|
)
|
|
(0.4
|
)%
|
|
9,752
|
|
|
(100.0
|
)%
|
|||
Income from continuing operations before income taxes and equity in net income of equity-method investees
|
87,878
|
|
|
3.7
|
%
|
|
87,069
|
|
|
3.6
|
%
|
|
809
|
|
|
0.9
|
%
|
|||
Provision for income taxes
|
22,466
|
|
|
1.0
|
%
|
|
59,451
|
|
|
2.5
|
%
|
|
(36,985
|
)
|
|
(62.2
|
)%
|
|||
Equity in net loss (income) of equity-
method investees
|
(129
|
)
|
|
—
|
%
|
|
47
|
|
|
—
|
%
|
|
(176
|
)
|
|
*
|
||||
Net income from continuing operations
|
$
|
65,541
|
|
|
2.8
|
%
|
|
$
|
27,571
|
|
|
1.2
|
%
|
|
$
|
37,970
|
|
|
137.7
|
%
|
Net income from discontinued operations, net
of tax
|
1,889
|
|
|
0.1
|
%
|
|
19,858
|
|
|
0.8
|
%
|
|
(17,969
|
)
|
|
(90.5
|
)%
|
|||
Net income
|
$
|
67,430
|
|
|
2.9
|
%
|
|
$
|
47,429
|
|
|
2.0
|
%
|
|
$
|
20,001
|
|
|
42.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA
|
$
|
264,956
|
|
|
11.3
|
%
|
|
$
|
335,760
|
|
|
14.0
|
%
|
|
$
|
(70,804
|
)
|
|
(21.1
|
)%
|
(dollars in thousands)
|
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||
Fiscal 2017 net sales
|
|
$1,107,806
|
|
$851,757
|
|
$383,942
|
|
$—
|
|
$2,343,505
|
||||||||||
Fiscal 2016 net sales
|
|
$1,164,817
|
|
$859,183
|
|
$368,864
|
|
$—
|
|
$2,392,864
|
||||||||||
$ change
|
|
$
|
(57,011
|
)
|
|
$
|
(7,426
|
)
|
|
$
|
15,078
|
|
|
n/a
|
|
|
$
|
(49,359
|
)
|
|
% change
|
|
(4.9
|
)%
|
|
(0.9
|
)%
|
|
4.1
|
%
|
|
n/a
|
|
|
(2.1
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017 operating income
|
|
$
|
145,307
|
|
|
$
|
51,948
|
|
|
$
|
32,010
|
|
|
$
|
(119,842
|
)
|
|
$
|
109,423
|
|
Fiscal 2016 operating income
|
|
$
|
188,671
|
|
|
$
|
70,809
|
|
|
$
|
27,898
|
|
|
$
|
(168,577
|
)
|
|
$
|
118,801
|
|
$ change
|
|
$
|
(43,364
|
)
|
|
$
|
(18,861
|
)
|
|
$
|
4,112
|
|
|
$
|
48,735
|
|
|
$
|
(9,378
|
)
|
% change
|
|
(23.0
|
)%
|
|
(26.6
|
)%
|
|
14.7
|
%
|
|
28.9
|
%
|
|
(7.9
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017 operating income margin
|
|
13.1
|
%
|
|
6.1
|
%
|
|
8.3
|
%
|
|
n/a
|
|
|
4.7
|
%
|
|||||
Fiscal 2016 operating income margin
|
|
16.2
|
%
|
|
8.2
|
%
|
|
7.6
|
%
|
|
n/a
|
|
|
5.0
|
%
|
|
Fiscal Year Ended June 30
|
||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities from continuing operations
|
$
|
121,308
|
|
|
$
|
232,695
|
|
|
$
|
184,972
|
|
Investing activities from continuing operations
|
(82,521
|
)
|
|
(60,432
|
)
|
|
(204,978
|
)
|
|||
Financing activities from continuing operations
|
(69,482
|
)
|
|
(147,089
|
)
|
|
(3,212
|
)
|
|||
(Decrease)/increase in cash from continuing operations
|
(30,695
|
)
|
|
25,174
|
|
|
(23,218
|
)
|
|||
Decrease in cash from discontinued operations
|
(3,477
|
)
|
|
(2,994
|
)
|
|
(4,483
|
)
|
|||
Effect of exchange rate changes on cash
|
197
|
|
|
(3,114
|
)
|
|
(11,295
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(33,975
|
)
|
|
$
|
19,066
|
|
|
$
|
(38,996
|
)
|
|
Fiscal Year Ended June 30,
|
||||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
||||||||||
Change in consolidated net sales
|
$
|
114,264
|
|
|
4.9
|
%
|
|
$
|
(49,359
|
)
|
|
(2.1
|
)%
|
Impact of foreign currency exchange
|
(79,959
|
)
|
|
(3.4
|
)%
|
|
124,319
|
|
|
5.2
|
%
|
||
Change in consolidated net sales on a constant currency basis
|
$
|
34,305
|
|
|
1.5
|
%
|
|
$
|
74,960
|
|
|
3.1
|
%
|
|
Fiscal Year Ended June 30,
|
||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
9,694
|
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
Net (loss) income from discontinued operations
|
(72,734
|
)
|
|
1,889
|
|
|
19,858
|
|
|||
Net income from continuing operations
|
$
|
82,428
|
|
|
$
|
65,541
|
|
|
$
|
27,571
|
|
|
|
|
|
|
|
||||||
(Benefit) provision for income taxes
|
(887
|
)
|
|
22,466
|
|
|
59,451
|
|
|||
Interest expense, net
|
24,339
|
|
|
18,391
|
|
|
22,151
|
|
|||
Depreciation and amortization
|
60,809
|
|
|
59,567
|
|
|
58,689
|
|
|||
Equity in net loss (income) of equity method investees
|
(339
|
)
|
|
(129
|
)
|
|
47
|
|
|||
Stock-based compensation expense
|
13,380
|
|
|
9,658
|
|
|
12,688
|
|
|||
Stock-based compensation expense in connection with CEO Succession Agreement
|
(2,203
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
7,700
|
|
|
—
|
|
|
84,548
|
|
|||
Long-lived asset and intangibles impairment
|
14,033
|
|
|
40,452
|
|
|
43,200
|
|
|||
Unrealized currency (gains)/losses
|
(2,027
|
)
|
|
12,570
|
|
|
14,831
|
|
|||
EBITDA
|
197,233
|
|
|
228,516
|
|
|
323,176
|
|
|||
|
|
|
|
|
|
||||||
Acquisition related expenses, restructuring, integration and other charges
|
20,749
|
|
|
9,694
|
|
|
13,859
|
|
|||
Accounting review and remediation costs, net of insurance proceeds
|
9,293
|
|
|
29,562
|
|
|
—
|
|
|||
Losses on terminated chilled desserts contract
|
6,553
|
|
|
2,583
|
|
|
—
|
|
|||
Plant closure related costs
|
5,513
|
|
|
1,804
|
|
|
—
|
|
|||
2018 Project Terra SKU rationalization
|
4,913
|
|
|
—
|
|
|
—
|
|
|||
Warehouse/Manufacturing Facility start-up costs
|
4,179
|
|
|
—
|
|
|
743
|
|
|||
Co-packer disruption
|
3,692
|
|
|
—
|
|
|
—
|
|
|||
Litigation expense
|
1,015
|
|
|
—
|
|
|
1,200
|
|
|||
Regulated packaging change
|
1,007
|
|
|
—
|
|
|
—
|
|
|||
Toys “R” Us Bad Debt
|
897
|
|
|
—
|
|
|
—
|
|
|||
Recall and other related costs
|
580
|
|
|
809
|
|
|
—
|
|
|||
Machine break-down costs
|
317
|
|
|
—
|
|
|
—
|
|
|||
2017 Project Terra SKU rationalization
|
—
|
|
|
5,360
|
|
|
2,850
|
|
|||
Celestial Seasonings marketing support and Keurig transition
|
—
|
|
|
—
|
|
|
1,000
|
|
|||
UK deferred synergies due to CMA Board decision
|
—
|
|
|
918
|
|
|
949
|
|
|||
Costs incurred due to co-packer default
|
—
|
|
|
—
|
|
|
770
|
|
|||
U.S. warehouse consolidation project
|
—
|
|
|
—
|
|
|
623
|
|
|||
Tilda fire insurance recovery costs and other start-up/integration costs
|
—
|
|
|
—
|
|
|
342
|
|
|||
Gain on Tilda fire related fixes assets
|
—
|
|
|
—
|
|
|
(9,752
|
)
|
|||
Realized currency gain on repayment of GBP denominated debt
|
—
|
|
|
(14,290
|
)
|
|
—
|
|
|||
Adjusted EBITDA
|
$
|
255,941
|
|
|
$
|
264,956
|
|
|
$
|
335,760
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flow provided by operating activities
|
$
|
121,308
|
|
|
$
|
232,695
|
|
|
$
|
184,972
|
|
Purchase of property, plant and equipment
|
(70,891
|
)
|
|
(47,307
|
)
|
|
(47,917
|
)
|
|||
Operating free cash flow
|
$
|
50,417
|
|
|
$
|
185,388
|
|
|
$
|
137,055
|
|
|
Payments Due by Period
|
||||||||||||||||||
(amounts in thousands)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
5+ years
|
||||||||||
Long-term debt obligations (1)
|
$
|
835,374
|
|
|
$
|
53,059
|
|
|
$
|
86,226
|
|
|
$
|
695,926
|
|
|
$
|
163
|
|
Operating lease obligations
|
103,653
|
|
|
16,382
|
|
|
24,610
|
|
|
18,301
|
|
|
44,360
|
|
|||||
Purchase obligations (2)
|
359,735
|
|
|
332,355
|
|
|
24,830
|
|
|
2,550
|
|
|
—
|
|
|||||
Other contractual obligations (3)
|
49,846
|
|
|
49,439
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,348,608
|
|
|
$
|
451,235
|
|
|
$
|
136,073
|
|
|
$
|
716,777
|
|
|
$
|
44,523
|
|
(1)
|
Including principal and interest.
|
(2)
|
Excludes amounts that may be payable upon termination to co-packers as we are not able to reasonably estimate such amounts.
|
(3)
|
Includes
$34.5 million
of payments due to our Chief Executive Officer under the Succession Agreement described in Note 3,
Chief Executive Officer Succession Plan,
in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. The remaining amount includes contingent consideration arrangements, costs associated with facilities closures in the United Kingdom and United States and costs associated with the sale of our Hain Pure Protein business. Additionally, as of June 30, 2018, we had non-current unrecognized tax benefits of
$6.7 million
for which we are not able to reasonably estimate the timing of future cash flows. As a result, this amount has not been included in the table above.
|
•
|
interest rates on debt and cash equivalents;
|
•
|
foreign exchange rates, generating translation and transaction gains and losses; and
|
•
|
ingredient inputs.
|
|
June 30,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
106,557
|
|
|
$
|
137,055
|
|
Accounts receivable, less allowance for doubtful accounts of $1,828 and $404, respectively
|
252,708
|
|
|
225,765
|
|
||
Inventories
|
391,525
|
|
|
341,995
|
|
||
Prepaid expenses and other current assets
|
59,946
|
|
|
46,179
|
|
||
Current assets of discontinued operations
|
240,851
|
|
|
123,787
|
|
||
Total current assets
|
1,051,587
|
|
|
874,781
|
|
||
Property, plant and equipment, net
|
310,172
|
|
|
291,866
|
|
||
Goodwill
|
1,024,136
|
|
|
1,018,892
|
|
||
Trademarks and other intangible assets, net
|
510,387
|
|
|
521,228
|
|
||
Investments and joint ventures
|
20,725
|
|
|
18,998
|
|
||
Other assets
|
29,667
|
|
|
30,235
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
175,104
|
|
||
Total assets
|
$
|
2,946,674
|
|
|
$
|
2,931,104
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
229,993
|
|
|
$
|
186,193
|
|
Accrued expenses and other current liabilities
|
116,001
|
|
|
106,727
|
|
||
Current portion of long-term debt
|
26,605
|
|
|
9,626
|
|
||
Current liabilities of discontinued operations
|
49,846
|
|
|
37,948
|
|
||
Total current liabilities
|
422,445
|
|
|
340,494
|
|
||
Long-term debt, less current portion
|
687,501
|
|
|
740,135
|
|
||
Deferred income taxes
|
86,909
|
|
|
98,346
|
|
||
Other noncurrent liabilities
|
12,770
|
|
|
15,975
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
23,322
|
|
||
Total liabilities
|
1,209,625
|
|
|
1,218,272
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none
|
—
|
|
|
—
|
|
||
Common stock - $.01 par value, authorized 150,000 shares; issued: 108,422 and 107,989 shares, respectively; outstanding: 103,952 and 103,702 shares, respectively
|
1,084
|
|
|
1,080
|
|
||
Additional paid-in capital
|
1,148,196
|
|
|
1,137,724
|
|
||
Retained earnings
|
878,516
|
|
|
868,822
|
|
||
Accumulated other comprehensive loss
|
(184,240
|
)
|
|
(195,479
|
)
|
||
|
1,843,556
|
|
|
1,812,147
|
|
||
Less: Treasury stock, at cost, 4,470 and 4,287 shares, respectively
|
(106,507
|
)
|
|
(99,315
|
)
|
||
Total stockholders’ equity
|
1,737,049
|
|
|
1,712,832
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,946,674
|
|
|
$
|
2,931,104
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
2,457,769
|
|
|
$
|
2,343,505
|
|
|
$
|
2,392,864
|
|
Cost of sales
|
1,942,321
|
|
|
1,824,109
|
|
|
1,827,402
|
|
|||
Gross profit
|
515,448
|
|
|
519,396
|
|
|
565,462
|
|
|||
Selling, general and administrative expenses
|
339,431
|
|
|
312,583
|
|
|
288,023
|
|
|||
Amortization of acquired intangibles
|
18,202
|
|
|
16,988
|
|
|
17,544
|
|
|||
Acquisition related expenses, restructuring, integration and other charges
|
20,749
|
|
|
10,388
|
|
|
13,346
|
|
|||
Accounting review and remediation costs, net of insurance proceeds
|
9,293
|
|
|
29,562
|
|
|
—
|
|
|||
Goodwill impairment
|
7,700
|
|
|
—
|
|
|
84,548
|
|
|||
Long-lived asset and intangibles impairment
|
14,033
|
|
|
40,452
|
|
|
43,200
|
|
|||
Operating income
|
106,040
|
|
|
109,423
|
|
|
118,801
|
|
|||
Interest and other financing expense, net
|
26,925
|
|
|
21,115
|
|
|
25,015
|
|
|||
Other (income)/expense, net
|
(2,087
|
)
|
|
430
|
|
|
16,469
|
|
|||
Gain on fire insurance recovery
|
—
|
|
|
—
|
|
|
(9,752
|
)
|
|||
Income from continuing operations before income taxes and equity in net income of equity-method investees
|
81,202
|
|
|
87,878
|
|
|
87,069
|
|
|||
(Benefit) provision for income taxes
|
(887
|
)
|
|
22,466
|
|
|
59,451
|
|
|||
Equity in net (income) loss of equity-method investees
|
(339
|
)
|
|
(129
|
)
|
|
47
|
|
|||
Net income from continuing operations
|
$
|
82,428
|
|
|
$
|
65,541
|
|
|
$
|
27,571
|
|
Net (loss) income from discontinued operations, net of tax
|
(72,734
|
)
|
|
1,889
|
|
|
19,858
|
|
|||
Net income
|
$
|
9,694
|
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
|
|
|
|
|
||||||
Net income (loss) per common share:
|
|
|
|
|
|
||||||
Basic net income per common share from continuing operations
|
$
|
0.79
|
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
Basic net (loss) income per common share from discontinued operations
|
(0.70
|
)
|
|
0.02
|
|
|
0.19
|
|
|||
Basic net income per common share
|
$
|
0.09
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
||||||
Diluted net income per common share from continuing operations
|
$
|
0.79
|
|
|
$
|
0.63
|
|
|
$
|
0.26
|
|
Diluted net (loss) income per common share from discontinued operations
|
(0.70
|
)
|
|
0.02
|
|
|
0.19
|
|
|||
Diluted net income per common share
|
$
|
0.09
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
||||||
Shares used in the calculation of net income (loss) per common share:
|
|
|
|
|
|
||||||
Basic
|
103,848
|
|
|
103,611
|
|
|
103,135
|
|
|||
Diluted
|
104,477
|
|
|
104,248
|
|
|
104,183
|
|
|
Fiscal Year Ended June 30, 2018
|
|
Fiscal Year Ended June 30, 2017
|
|
Fiscal Year Ended June 30, 2016
|
||||||||||||||||||||||||||||||
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||||||||
Net income
|
|
|
|
|
$
|
9,694
|
|
|
|
|
|
|
$
|
67,430
|
|
|
|
|
|
|
$
|
47,429
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
11,497
|
|
|
$
|
—
|
|
|
11,497
|
|
|
$
|
(22,951
|
)
|
|
$
|
—
|
|
|
(22,951
|
)
|
|
$
|
(129,874
|
)
|
|
$
|
—
|
|
|
(129,874
|
)
|
|||
Change in deferred gains (losses) on cash flow hedging instruments
|
(82
|
)
|
|
15
|
|
|
(67
|
)
|
|
(411
|
)
|
|
32
|
|
|
(379
|
)
|
|
(788
|
)
|
|
261
|
|
|
(527
|
)
|
|||||||||
Change in unrealized gain (loss) on available for sale investment
|
(190
|
)
|
|
(1
|
)
|
|
(191
|
)
|
|
(53
|
)
|
|
15
|
|
|
(38
|
)
|
|
(129
|
)
|
|
50
|
|
|
(79
|
)
|
|||||||||
Total other comprehensive income (loss)
|
$
|
11,225
|
|
|
$
|
14
|
|
|
$
|
11,239
|
|
|
$
|
(23,415
|
)
|
|
$
|
47
|
|
|
$
|
(23,368
|
)
|
|
$
|
(130,791
|
)
|
|
$
|
311
|
|
|
$
|
(130,480
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
$
|
20,933
|
|
|
|
|
|
|
$
|
44,062
|
|
|
|
|
|
|
$
|
(83,051
|
)
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Income (Loss)
|
|
Total
|
||||||||||||||
Balance at June 30, 2015
|
105,841
|
|
|
$
|
1,058
|
|
|
$
|
1,072,427
|
|
|
$
|
753,963
|
|
|
3,229
|
|
|
$
|
(58,150
|
)
|
|
$
|
(41,631
|
)
|
|
$
|
1,727,667
|
|
Net income
|
|
|
|
|
|
|
47,429
|
|
|
|
|
|
|
|
|
47,429
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(130,480
|
)
|
|
(130,480
|
)
|
||||||||||||
Issuance of common stock pursuant to compensation plans
|
1,398
|
|
|
14
|
|
|
9,749
|
|
|
|
|
151
|
|
|
(5,363
|
)
|
|
|
|
4,400
|
|
||||||||
Issuance of common stock in connection with acquisition
|
240
|
|
|
3
|
|
|
16,305
|
|
|
|
|
|
|
|
|
|
|
16,308
|
|
||||||||||
Stock-based compensation income tax effects
|
|
|
|
|
12,037
|
|
|
|
|
|
|
|
|
|
|
12,037
|
|
||||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
638
|
|
|
(25,535
|
)
|
|
|
|
(25,535
|
)
|
|||||||||||
Stock-based compensation
expense
|
|
|
|
|
12,688
|
|
|
|
|
|
|
|
|
|
|
12,688
|
|
||||||||||||
Balance at June 30, 2016
|
107,479
|
|
|
$
|
1,075
|
|
|
$
|
1,123,206
|
|
|
$
|
801,392
|
|
|
4,018
|
|
|
$
|
(89,048
|
)
|
|
$
|
(172,111
|
)
|
|
$
|
1,664,514
|
|
Net income
|
|
|
|
|
|
|
67,430
|
|
|
|
|
|
|
|
|
67,430
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,368
|
)
|
|
(23,368
|
)
|
||||||||||||
Issuance of common stock pursuant to compensation plans
|
510
|
|
|
5
|
|
|
1,995
|
|
|
|
|
52
|
|
|
(1,999
|
)
|
|
|
|
1
|
|
||||||||
Stock-based compensation income tax effects
|
|
|
|
|
2,865
|
|
|
|
|
|
|
|
|
|
|
2,865
|
|
||||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
217
|
|
|
(8,268
|
)
|
|
|
|
(8,268
|
)
|
|||||||||||
Stock-based compensation
expense
|
|
|
|
|
9,658
|
|
|
|
|
|
|
|
|
|
|
9,658
|
|
||||||||||||
Balance at June 30, 2017
|
107,989
|
|
|
$
|
1,080
|
|
|
$
|
1,137,724
|
|
|
$
|
868,822
|
|
|
4,287
|
|
|
$
|
(99,315
|
)
|
|
$
|
(195,479
|
)
|
|
$
|
1,712,832
|
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Income (Loss)
|
|
Total
|
||||||||||||||
Balance at June 30, 2017
|
107,989
|
|
|
$
|
1,080
|
|
|
$
|
1,137,724
|
|
|
$
|
868,822
|
|
|
4,287
|
|
|
$
|
(99,315
|
)
|
|
$
|
(195,479
|
)
|
|
$
|
1,712,832
|
|
Net income
|
|
|
|
|
|
|
9,694
|
|
|
|
|
|
|
|
|
9,694
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
11,239
|
|
|
11,239
|
|
||||||||||||
Issuance of common stock pursuant to compensation plans
|
433
|
|
|
4
|
|
|
(4
|
)
|
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
183
|
|
|
(7,192
|
)
|
|
|
|
(7,192
|
)
|
|||||||||||
Stock-based compensation
expense
|
|
|
|
|
10,476
|
|
|
|
|
|
|
|
|
|
|
10,476
|
|
||||||||||||
Balance at June 30, 2018
|
108,422
|
|
|
$
|
1,084
|
|
|
$
|
1,148,196
|
|
|
$
|
878,516
|
|
|
4,470
|
|
|
$
|
(106,507
|
)
|
|
$
|
(184,240
|
)
|
|
$
|
1,737,049
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
9,694
|
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
Net (loss) income from discontinued operations
|
(72,734
|
)
|
|
1,889
|
|
|
19,858
|
|
|||
Income from continuing operations
|
$
|
82,428
|
|
|
$
|
65,541
|
|
|
$
|
27,571
|
|
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
60,809
|
|
|
59,568
|
|
|
58,689
|
|
|||
Deferred income taxes
|
(21,503
|
)
|
|
(10,456
|
)
|
|
33,093
|
|
|||
Equity in net (income) loss of equity-method investees
|
(339
|
)
|
|
(129
|
)
|
|
47
|
|
|||
Stock-based compensation
|
11,177
|
|
|
9,658
|
|
|
12,688
|
|
|||
Contingent consideration (income) expense
|
(2,281
|
)
|
|
—
|
|
|
1,511
|
|
|||
Gains on fire insurance recovery and other, net
|
—
|
|
|
—
|
|
|
(8,058
|
)
|
|||
Impairment charges
|
21,733
|
|
|
40,452
|
|
|
127,748
|
|
|||
Bad debt expense
|
1,693
|
|
|
91
|
|
|
121
|
|
|||
Other non-cash items, net
|
(153
|
)
|
|
2,722
|
|
|
26,099
|
|
|||
Increase (decrease) in cash attributable to changes in operating assets and liabilities, net of amounts applicable to acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(24,841
|
)
|
|
33,494
|
|
|
(12,078
|
)
|
|||
Inventories
|
(45,036
|
)
|
|
209
|
|
|
(9,325
|
)
|
|||
Other current assets
|
(9,269
|
)
|
|
33,109
|
|
|
(22,699
|
)
|
|||
Other assets and liabilities
|
(2,396
|
)
|
|
(4,521
|
)
|
|
3,763
|
|
|||
Accounts payable and accrued expenses
|
49,286
|
|
|
2,957
|
|
|
(54,198
|
)
|
|||
Net cash provided by operating activities - continuing operations
|
121,308
|
|
|
232,695
|
|
|
184,972
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
(12,368
|
)
|
|
(19,544
|
)
|
|
(157,061
|
)
|
|||
Purchases of property and equipment
|
(70,891
|
)
|
|
(47,307
|
)
|
|
(47,917
|
)
|
|||
Proceeds from sale of assets and other
|
738
|
|
|
6,419
|
|
|
—
|
|
|||
Net cash used in investing activities - continuing operations
|
(82,521
|
)
|
|
(60,432
|
)
|
|
(204,978
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Borrowings under bank revolving credit facility
|
65,000
|
|
|
90,000
|
|
|
323,904
|
|
|||
Repayments under bank revolving credit facility
|
(400,220
|
)
|
|
(181,203
|
)
|
|
(145,053
|
)
|
|||
Borrowings under term loan
|
299,245
|
|
|
—
|
|
|
—
|
|
|||
Repayments under term loan
|
(3,750
|
)
|
|
—
|
|
|
—
|
|
|||
Repayments of senior notes
|
—
|
|
|
—
|
|
|
(150,000
|
)
|
|||
Repayments of other debt, net
|
(996
|
)
|
|
(19,199
|
)
|
|
(12,770
|
)
|
|||
(Funding) proceeds of discontinued operations entities
|
(21,568
|
)
|
|
(25,921
|
)
|
|
7,789
|
|
|||
Acquisition related contingent consideration
|
—
|
|
|
(2,498
|
)
|
|
(1,547
|
)
|
|||
Shares withheld for payment of employee payroll taxes
|
(7,193
|
)
|
|
(8,268
|
)
|
|
(25,535
|
)
|
|||
Net cash used in financing activities - continuing operations
|
(69,482
|
)
|
|
(147,089
|
)
|
|
(3,212
|
)
|
|||
Effect of exchange rate changes on cash
|
197
|
|
|
(3,114
|
)
|
|
(11,295
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
|
|
||||||
Cash (used in) provided by operating activities
|
(14,086
|
)
|
|
(12,772
|
)
|
|
32,921
|
|
|||
Cash used in investing activities
|
(10,752
|
)
|
|
(15,813
|
)
|
|
(29,367
|
)
|
|||
Cash provided by (used in) financing activities
|
21,361
|
|
|
25,591
|
|
|
(8,037
|
)
|
|||
Net cash used in discontinued operations
|
(3,477
|
)
|
|
(2,994
|
)
|
|
(4,483
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash and cash equivalents
|
(33,975
|
)
|
|
19,066
|
|
|
(38,996
|
)
|
|||
Cash and cash equivalents at beginning of year
|
146,992
|
|
|
127,926
|
|
|
166,922
|
|
|||
Cash and cash equivalents at end of year
|
$
|
113,017
|
|
|
$
|
146,992
|
|
|
$
|
127,926
|
|
Less: cash and cash equivalents of discontinued operations
|
$
|
(6,460
|
)
|
|
$
|
(9,937
|
)
|
|
$
|
(12,932
|
)
|
Cash and cash equivalents of continuing operations at end of year
|
$
|
106,557
|
|
|
$
|
137,055
|
|
|
$
|
114,994
|
|
Buildings and improvements
|
|
10 - 40 years
|
Machinery and equipment
|
|
3 - 20 years
|
Furniture and fixtures
|
|
3 - 15 years
|
•
|
As required, we prospectively recognized a tax benefit of
$309
in the income tax line item of our consolidated income statement for the fiscal year ended
June 30, 2018
related to excess tax benefits upon vesting or settlement in that period.
|
•
|
We elected to adopt the cash flow presentation of the excess tax benefits retrospectively. As a result, we decreased our cash used in financing activities by
$3,298
and
$11,317
for the fiscal years ended
June 30, 2017
and
2016
, respectively.
|
•
|
We have elected to continue to estimate the number of stock-based awards expected to vest, rather than electing to account for forfeitures as they occur to determine the amount of compensation costs to be recognized in each period.
|
•
|
We have not changed our policy on statutory withholding requirements and will continue to allow an employee to withhold at the minimum statutory withholding requirements. Amounts paid by us to taxing authorities when directly withholding shares associated with employees’ income tax withholding obligations are classified as a financing activity in our cash flow statement.
|
•
|
We excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of our diluted earnings per share for the fiscal year ended
June 30, 2018
.
|
•
|
We did not have any material excess tax benefits previously recognized in additional paid-in capital; therefore, it was not necessary to record a deferred tax asset for the unrecognized tax benefits with an adjustment to opening retained earnings.
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income from continuing operations
|
$
|
82,428
|
|
|
$
|
65,541
|
|
|
$
|
27,571
|
|
Net (loss) income from discontinued operations, net of tax
|
$
|
(72,734
|
)
|
|
$
|
1,889
|
|
|
$
|
19,858
|
|
Net income
|
$
|
9,694
|
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
103,848
|
|
|
103,611
|
|
|
103,135
|
|
|||
Effect of dilutive stock options, unvested restricted stock and
unvested restricted share units
|
629
|
|
|
637
|
|
|
1,048
|
|
|||
Diluted weighted average shares outstanding
|
104,477
|
|
|
104,248
|
|
|
104,183
|
|
|||
|
|
|
|
|
|
||||||
Basic net income (loss) per common share:
|
|
|
|
|
|
|
|
||||
Continuing operations
|
$
|
0.79
|
|
|
$
|
0.63
|
|
|
$
|
0.27
|
|
Discontinued operations
|
(0.70
|
)
|
|
0.02
|
|
|
0.19
|
|
|||
Basic net income per common share
|
$
|
0.09
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
|
|
|
|
|
||||||
Diluted net income (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.79
|
|
|
$
|
0.63
|
|
|
$
|
0.26
|
|
Discontinued operations
|
(0.70
|
)
|
|
0.02
|
|
|
0.19
|
|
|||
Diluted net income per common share
|
$
|
0.09
|
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
509,475
|
|
|
$
|
509,606
|
|
|
$
|
492,510
|
|
Cost of sales
|
486,023
|
|
|
487,631
|
|
|
443,842
|
|
|||
Gross profit
|
23,452
|
|
|
21,975
|
|
|
48,668
|
|
|||
Asset impairments
|
78,464
|
|
|
—
|
|
|
—
|
|
|||
Selling, general and administrative expense
|
18,743
|
|
|
19,180
|
|
|
15,740
|
|
|||
Other expense
|
4,699
|
|
|
1,530
|
|
|
1,590
|
|
|||
Net (loss) income from discontinued operations before income taxes
|
(78,454
|
)
|
|
1,265
|
|
|
31,338
|
|
|||
(Benefit) provision for income taxes
|
(5,720
|
)
|
|
(624
|
)
|
|
11,480
|
|
|||
Net (loss) income from discontinued operations, net of tax
|
$
|
(72,734
|
)
|
|
$
|
1,889
|
|
|
$
|
19,858
|
|
|
|
|
|
||||
Assets
|
June 30,
2018 |
|
June 30,
2017 |
||||
Cash and cash equivalents
|
$
|
6,461
|
|
|
$
|
9,937
|
|
Accounts receivable, less allowance for doubtful accounts
|
21,616
|
|
|
22,671
|
|
||
Inventories
|
105,359
|
|
|
85,313
|
|
||
Prepaid expenses and other current assets
|
5,604
|
|
|
5,866
|
|
||
Total current assets*
|
|
|
123,787
|
|
|||
Property, plant and equipment, net
|
83,776
|
|
|
78,645
|
|
||
Goodwill
|
41,089
|
|
|
41,089
|
|
||
Trademarks and other intangible assets, net
|
51,029
|
|
|
52,040
|
|
||
Other assets
|
4,381
|
|
|
3,330
|
|
||
Total noncurrent assets of discontinued operations*
|
|
|
175,104
|
|
|||
Impairments of long-lived assets held for sale
|
(78,464
|
)
|
|
—
|
|
||
Total assets of discontinued operations
|
$
|
240,851
|
|
|
$
|
298,891
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
31,762
|
|
|
$
|
35,943
|
|
Accrued expenses and other current liabilities
|
6,880
|
|
|
2,005
|
|
||
Total current liabilities of discontinued operations*
|
|
|
37,948
|
|
|||
Deferred tax liabilities
|
11,111
|
|
|
23,129
|
|
||
Other noncurrent liabilities
|
93
|
|
|
193
|
|
||
Total noncurrent liabilities of discontinued operations*
|
|
|
23,322
|
|
|||
Total liabilities of discontinued operations
|
$
|
49,846
|
|
|
$
|
61,270
|
|
|
Fiscal Year Ended
|
||
|
June 30, 2016
|
||
Net sales from continuing operations
|
$
|
2,481,362
|
|
Net income from continuing operations
|
$
|
31,412
|
|
Net income per common share from continuing operations - diluted
|
$
|
0.30
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Finished goods
|
$
|
231,926
|
|
|
$
|
214,547
|
|
Raw materials, work-in-progress and packaging
|
159,599
|
|
|
127,448
|
|
||
|
$
|
391,525
|
|
|
$
|
341,995
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Land
|
$
|
28,378
|
|
|
$
|
28,092
|
|
Buildings and improvements
|
83,289
|
|
|
83,648
|
|
||
Machinery and equipment
|
323,348
|
|
|
300,750
|
|
||
Computer hardware and software
|
54,092
|
|
|
50,773
|
|
||
Furniture and fixtures
|
17,894
|
|
|
15,613
|
|
||
Leasehold improvements
|
31,519
|
|
|
29,296
|
|
||
Construction in progress
|
17,280
|
|
|
11,134
|
|
||
|
555,800
|
|
|
519,306
|
|
||
Less: Accumulated depreciation
|
245,628
|
|
|
227,440
|
|
||
|
$
|
310,172
|
|
|
$
|
291,866
|
|
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Total
|
||||||||
Balance as of June 30, 2016 (a)
|
$
|
605,702
|
|
|
$
|
332,561
|
|
|
$
|
80,984
|
|
|
$
|
1,019,247
|
|
Acquisition activity
|
—
|
|
|
6,962
|
|
|
3,083
|
|
|
10,045
|
|
||||
Reallocation of goodwill between reporting units (b)
|
(16,377
|
)
|
|
—
|
|
|
16,377
|
|
|
—
|
|
||||
Translation and other adjustments, net
|
(992
|
)
|
|
(10,388
|
)
|
|
980
|
|
|
(10,400
|
)
|
||||
Balance as of June 30, 2017 (a)
|
588,333
|
|
|
329,135
|
|
|
101,424
|
|
|
1,018,892
|
|
||||
Acquisition activity
|
—
|
|
|
7,062
|
|
|
—
|
|
|
7,062
|
|
||||
Reallocation of goodwill between reporting units (c)
|
(35,519
|
)
|
|
35,519
|
|
|
—
|
|
|
—
|
|
||||
Impairment charge
|
—
|
|
|
—
|
|
|
(7,700
|
)
|
|
(7,700
|
)
|
||||
Translation and other adjustments, net
|
—
|
|
|
5,447
|
|
|
435
|
|
|
5,882
|
|
||||
Balance as of June 30, 2018 (d)
|
$
|
552,814
|
|
|
$
|
377,163
|
|
|
$
|
94,159
|
|
|
$
|
1,024,136
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Non-amortized intangible assets:
|
|
|
|
||||
Trademarks and trade names (a)
|
$
|
385,609
|
|
|
$
|
384,917
|
|
Amortized intangible assets:
|
|
|
|
||||
Other intangibles
|
239,323
|
|
|
232,112
|
|
||
Less: accumulated amortization
|
(114,545
|
)
|
|
(95,801
|
)
|
||
Net carrying amount
|
$
|
510,387
|
|
|
$
|
521,228
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Amortization of intangible assets
|
$
|
18,202
|
|
|
$
|
16,988
|
|
|
$
|
17,544
|
|
|
Fiscal Year Ending June 30,
|
||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
||||||||||
Estimated amortization expense
|
$
|
15,675
|
|
|
$
|
14,379
|
|
|
$
|
13,913
|
|
|
$
|
13,209
|
|
|
$
|
12,620
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Payroll, employee benefits and other administrative accruals
|
$
|
75,918
|
|
|
$
|
68,658
|
|
Facility, freight and warehousing accruals
|
20,970
|
|
|
20,019
|
|
||
Selling and marketing related accruals
|
15,546
|
|
|
9,734
|
|
||
Other accruals
|
3,567
|
|
|
8,316
|
|
||
|
$
|
116,001
|
|
|
$
|
106,727
|
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Unsecured revolving credit facility
|
$
|
401,852
|
|
|
$
|
733,715
|
|
Term loan
|
296,250
|
|
|
—
|
|
||
Less: Unamortized issuance costs
|
(692
|
)
|
|
—
|
|
||
Tilda short-term borrowing arrangements
|
9,338
|
|
|
7,761
|
|
||
Other borrowings
|
7,358
|
|
|
8,285
|
|
||
|
714,106
|
|
|
749,761
|
|
||
Short-term borrowings and current portion of long-term debt
|
26,605
|
|
|
9,626
|
|
||
Long-term debt, less current portion
|
$
|
687,501
|
|
|
$
|
740,135
|
|
Due in Fiscal Year
|
|
Amount
|
||
2019
|
|
$
|
26,605
|
|
2020
|
|
16,988
|
|
|
2021
|
|
16,857
|
|
|
2022
|
|
15,339
|
|
|
2023
|
|
638,154
|
|
|
Thereafter
|
|
163
|
|
|
|
|
$
|
714,106
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Domestic
|
$
|
(13,936
|
)
|
|
$
|
47,781
|
|
|
$
|
126,686
|
|
Foreign
|
95,138
|
|
|
40,097
|
|
|
(39,617
|
)
|
|||
Total
|
$
|
81,202
|
|
|
$
|
87,878
|
|
|
$
|
87,069
|
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||
|
2018
|
|
%
|
|
2017
|
|
%
|
|
2016
|
|
%
|
|||||||||
Expected United States federal income tax at statutory rate
|
$
|
22,818
|
|
|
28.1
|
%
|
|
$
|
30,757
|
|
|
35.0
|
%
|
|
$
|
30,474
|
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
2,774
|
|
|
3.4
|
%
|
|
2,757
|
|
|
3.1
|
%
|
|
4,263
|
|
|
4.9
|
%
|
|||
Domestic manufacturing deduction
|
—
|
|
|
—
|
%
|
|
(846
|
)
|
|
(1.0
|
)%
|
|
(505
|
)
|
|
(0.6
|
)%
|
|||
Foreign income at different rates
|
(7,174
|
)
|
|
(8.8
|
)%
|
|
(6,539
|
)
|
|
(7.4
|
)%
|
|
(4,051
|
)
|
|
(4.7
|
)%
|
|||
Impairment of goodwill and intangibles
|
1,816
|
|
|
2.2
|
%
|
|
—
|
|
|
—
|
%
|
|
23,172
|
|
|
26.6
|
%
|
|||
Change in valuation allowance
|
119
|
|
|
0.1
|
%
|
|
(60
|
)
|
|
(0.1
|
)%
|
|
5,067
|
|
|
5.8
|
%
|
|||
Corporate tax reorganization
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(4,173
|
)
|
|
(4.8
|
)%
|
|||
Unrealized foreign exchange losses
|
—
|
|
|
—
|
%
|
|
807
|
|
|
0.9
|
%
|
|
7,056
|
|
|
8.1
|
%
|
|||
Change in reserves for uncertain tax positions
|
(3,859
|
)
|
|
(4.8
|
)%
|
|
(4,417
|
)
|
|
(5.0
|
)%
|
|
1,448
|
|
|
1.7
|
%
|
|||
Tax Act’s transition tax (b)
|
7,054
|
|
|
8.7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Tax Act’s impact of deferred taxes (a)
|
(25,006
|
)
|
|
(30.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Reduction of deferred tax liabilities resulting from change in United Kingdom tax rate
|
—
|
|
|
—
|
%
|
|
(1,841
|
)
|
|
(2.1
|
)%
|
|
(4,942
|
)
|
|
(5.7
|
)%
|
|||
Other
|
571
|
|
|
0.8
|
%
|
|
1,848
|
|
|
2.2
|
%
|
|
1,642
|
|
|
2.0
|
%
|
|||
(Benefit) provision for income taxes
|
$
|
(887
|
)
|
|
(1.1
|
)%
|
|
$
|
22,466
|
|
|
25.6
|
%
|
|
$
|
59,451
|
|
|
68.3
|
%
|
|
June 30,
2018 |
|
June 30,
2017 |
||||
Noncurrent deferred tax assets/(liabilities):
|
|
|
|
||||
Basis difference on inventory
|
$
|
9,139
|
|
|
$
|
9,003
|
|
Reserves not currently deductible
|
11,060
|
|
|
23,111
|
|
||
Basis difference on intangible assets
|
(97,365
|
)
|
|
(124,756
|
)
|
||
Basis difference on property and equipment
|
(8,444
|
)
|
|
(12,086
|
)
|
||
Other comprehensive income
|
(133
|
)
|
|
(768
|
)
|
||
Net operating loss and tax credit carryforwards
|
12,414
|
|
|
19,049
|
|
||
Stock-based compensation
|
1,348
|
|
|
3,996
|
|
||
Other
|
41
|
|
|
(616
|
)
|
||
Valuation allowances
|
(14,969
|
)
|
|
(14,850
|
)
|
||
Noncurrent deferred tax liabilities, net (1)
|
$
|
(86,909
|
)
|
|
$
|
(97,917
|
)
|
(1)
|
The June 30, 2017 the Consolidated Balance Sheet includes
$429
of non-current deferred tax assets in Other Assets.
|
|
Fiscal Year Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
14,850
|
|
|
$
|
15,310
|
|
Additions charged to income tax expense
|
1,251
|
|
|
1,862
|
|
||
Reductions credited to income tax expense
|
(1,345
|
)
|
|
(1,922
|
)
|
||
Currency translation adjustments
|
213
|
|
|
(400
|
)
|
||
Balance at end of year
|
$
|
14,969
|
|
|
$
|
14,850
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
11,602
|
|
|
$
|
16,019
|
|
|
$
|
10,759
|
|
Additions based on tax positions related to the current year
|
118
|
|
|
217
|
|
|
4,276
|
|
|||
Additions based on tax positions related to prior years
|
—
|
|
|
—
|
|
|
1,404
|
|
|||
Reductions due to lapse in statute of limitations and settlements
|
(4,990
|
)
|
|
(4,634
|
)
|
|
(420
|
)
|
|||
Balance at end of year
|
$
|
6,730
|
|
|
$
|
11,602
|
|
|
$
|
16,019
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Other comprehensive loss before reclassifications
(1)
|
$
|
11,497
|
|
|
$
|
(22,951
|
)
|
Deferred gains/(losses) on cash flow hedging instruments:
|
|
|
|
||||
Other comprehensive income before reclassifications
|
39
|
|
|
196
|
|
||
Amounts reclassified into income
(2)
|
(106
|
)
|
|
(575
|
)
|
||
Unrealized gain on available for sale investment:
|
|
|
|
||||
Other comprehensive loss before reclassifications
|
(191
|
)
|
|
(51
|
)
|
||
Amounts reclassified into income
(3)
|
—
|
|
|
13
|
|
||
Net change in accumulated other comprehensive income (loss)
|
$
|
11,239
|
|
|
$
|
(23,368
|
)
|
(1)
|
Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were a gain of
$493
and a loss of
$18,385
for the fiscal years ended
June 30, 2018
and
2017
,
respectively.
|
(2)
|
Amounts reclassified into income for deferred gains/(losses) on cash flow hedging instruments are recorded in “Cost of sales” in the Consolidated Statements of Income and, before taxes, were
$132
and
$1,233
for the fiscal years ended
June 30, 2018
and
2017
, respectively.
|
(3)
|
Amounts reclassified into income for gains on sale of available for sale investments were based on the average cost of the shares held (See Note 15, Investments and Joint Ventures). Such amounts are recorded in “Other (income)/expense, net” in the Consolidated Statements of Income and was
$21
before taxes for the fiscal year ended
June 30, 2017
. There were
no
amounts reclassified into income for the fiscal year ended
June 30, 2018
.
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Compensation cost (included in selling, general and administrative expense)
|
$
|
11,177
|
|
|
$
|
9,658
|
|
|
$
|
12,688
|
|
Related income tax benefit
|
$
|
2,165
|
|
|
$
|
3,622
|
|
|
$
|
4,758
|
|
|
2018
|
|
Weighted
Average
Exercise
Price
|
|
2017
|
|
Weighted
Average
Exercise
Price
|
|
2016
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding at beginning of year
|
122
|
|
|
$
|
2.26
|
|
|
342
|
|
|
$
|
6.66
|
|
|
1,249
|
|
|
$
|
6.12
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
|
(220
|
)
|
|
$
|
9.10
|
|
|
(907
|
)
|
|
$
|
5.91
|
|
Outstanding at end of year
|
122
|
|
|
$
|
2.26
|
|
|
122
|
|
|
$
|
2.26
|
|
|
342
|
|
|
$
|
6.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Options exercisable at end of year
|
122
|
|
|
$
|
2.26
|
|
|
122
|
|
|
$
|
2.26
|
|
|
342
|
|
|
$
|
6.66
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Intrinsic value of options exercised
|
$
|
—
|
|
|
$
|
6,507
|
|
|
$
|
27,147
|
|
Cash received from stock option exercises
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax benefit recognized from stock option exercises
|
$
|
—
|
|
|
$
|
2,538
|
|
|
$
|
10,587
|
|
|
2018
|
|
Weighted
Average
Grant
Date Fair
Value
(per share)
|
|
2017
|
|
Weighted
Average
Grant
Date Fair
Value
(per share)
|
|
2016
|
|
Weighted
Average
Grant
Date Fair
Value
(per share)
|
|||
Non-vested restricted stock and restricted share units - beginning of year
|
992
|
|
|
$27.59
|
|
1,121
|
|
|
$28.24
|
|
1,145
|
|
|
$32.30
|
Granted
|
685
|
|
|
$26.13
|
|
195
|
|
|
$33.68
|
|
416
|
|
|
$24.54
|
Vested
|
(433
|
)
|
|
$36.68
|
|
(290
|
)
|
|
$33.89
|
|
(408
|
)
|
|
$35.13
|
Forfeited
|
(187
|
)
|
|
$31.15
|
|
(34
|
)
|
|
$29.88
|
|
(32
|
)
|
|
$45.83
|
Non-vested restricted stock and restricted share units - end of year
|
1,057
|
|
|
$22.29
|
|
992
|
|
|
$27.59
|
|
1,121
|
|
|
$28.24
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Fair value of restricted stock and restricted share units granted
|
$
|
17,898
|
|
|
$
|
6,567
|
|
|
$
|
10,203
|
|
Fair value of shares vested
|
$
|
15,736
|
|
|
$
|
9,866
|
|
|
$
|
18,917
|
|
Tax benefit recognized from restricted shares vesting
|
$
|
5,235
|
|
|
$
|
3,768
|
|
|
$
|
7,139
|
|
•
|
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).
|
|
Total
|
|
Quoted
prices in
active
markets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
99
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
365
|
|
|
—
|
|
|
365
|
|
|
—
|
|
||||
Available for sale securities
|
692
|
|
|
692
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1,156
|
|
|
$
|
791
|
|
|
$
|
365
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Contingent consideration, noncurrent
|
1,909
|
|
|
—
|
|
|
—
|
|
|
1,909
|
|
||||
Total
|
$
|
1,936
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
1,909
|
|
|
Total
|
|
Quoted
prices in
active
markets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
21,800
|
|
|
$
|
21,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
99
|
|
|
—
|
|
|
99
|
|
|
—
|
|
||||
Available for sale securities
|
882
|
|
|
882
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
22,781
|
|
|
$
|
22,682
|
|
|
$
|
99
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
53
|
|
|
—
|
|
|
53
|
|
|
—
|
|
||||
Contingent consideration, current
|
2,656
|
|
|
—
|
|
|
—
|
|
|
2,656
|
|
||||
Total
|
$
|
2,709
|
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
2,656
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
2,656
|
|
|
$
|
3,553
|
|
Fair value of initial contingent consideration
|
1,547
|
|
|
2,652
|
|
||
Contingent consideration adjustment
|
(2,281
|
)
|
|
526
|
|
||
Contingent consideration paid
|
—
|
|
|
(3,969
|
)
|
||
Translation adjustment
|
(13
|
)
|
|
(106
|
)
|
||
Balance at end of year
|
$
|
1,909
|
|
|
$
|
2,656
|
|
Fiscal Year
|
|
||
2019
|
$
|
16,382
|
|
2020
|
14,044
|
|
|
2021
|
10,566
|
|
|
2022
|
9,453
|
|
|
2023
|
8,848
|
|
|
Thereafter
|
44,360
|
|
|
|
$
|
103,653
|
|
|
|
Fiscal Years Ended June 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales:
(1)
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,084,871
|
|
|
$
|
1,107,806
|
|
|
$
|
1,164,817
|
|
United Kingdom
|
|
938,029
|
|
|
851,757
|
|
|
859,183
|
|
|||
Rest of World
|
|
434,869
|
|
|
383,942
|
|
|
368,864
|
|
|||
|
|
$
|
2,457,769
|
|
|
$
|
2,343,505
|
|
|
$
|
2,392,864
|
|
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
86,319
|
|
|
$
|
145,307
|
|
|
$
|
188,671
|
|
United Kingdom
|
|
56,046
|
|
|
51,948
|
|
|
70,809
|
|
|||
Rest of World
|
|
38,660
|
|
|
32,010
|
|
|
27,898
|
|
|||
|
|
181,025
|
|
|
229,265
|
|
|
287,378
|
|
|||
Corporate and Other
(2)
|
|
(74,985
|
)
|
|
(119,842
|
)
|
|
(168,577
|
)
|
|||
|
|
$
|
106,040
|
|
|
$
|
109,423
|
|
|
$
|
118,801
|
|
(1)
|
One of our customers accounted for approximately
11%
,
12%
, and
12%
of our consolidated net sales for the fiscal years ended
June 30, 2018
,
2017
and
2016
, respectively, which were primarily related to the United States and United Kingdom segments. A second customer accounted for approximately,
11%
,
11%
and
12%
of our consolidated net sales for the fiscal years ended
June 30, 2018
,
2017
and
2016
, respectively, which were primarily related to the United States segment.
|
(2)
|
For the fiscal year ended
June 30, 2018
, Corporate and Other included
$12,841
of acquisition related expenses, restructuring, integration and other charges and
$9,293
of accounting review and remediation costs, net of insurance proceeds. Corporate and Other for the fiscal year ended
June 30, 2018
also included impairment charges of
$5,632
(
$5,100
related to Rest of
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
1,144,832
|
|
|
$
|
1,167,688
|
|
|
$
|
1,237,240
|
|
United Kingdom
|
|
938,029
|
|
|
851,757
|
|
|
859,183
|
|
|||
All Other
|
|
374,908
|
|
|
324,060
|
|
|
296,441
|
|
|||
Total
|
|
$
|
2,457,769
|
|
|
$
|
2,343,505
|
|
|
$
|
2,392,864
|
|
|
Three Months Ended
|
||||||||||||||
|
June 30,
2018
|
|
March 31, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
||||||||
Net sales
|
$
|
619,598
|
|
|
$
|
632,720
|
|
|
$
|
616,232
|
|
|
$
|
589,219
|
|
Gross profit
|
$
|
125,097
|
|
|
$
|
133,013
|
|
|
$
|
133,950
|
|
|
$
|
123,388
|
|
Operating income
|
$
|
16,580
|
|
|
$
|
29,254
|
|
|
$
|
30,965
|
|
|
$
|
29,241
|
|
Income before income taxes and equity in earnings of equity-method investees
|
$
|
5,838
|
|
|
$
|
24,032
|
|
|
$
|
25,246
|
|
|
$
|
26,086
|
|
Net (loss) income from continuing operations
|
$
|
(4,556
|
)
|
|
$
|
25,241
|
|
|
$
|
43,130
|
|
|
$
|
18,613
|
|
Net (loss) income from discontinued operations, net of tax
|
$
|
(65,385
|
)
|
|
$
|
(12,555
|
)
|
|
$
|
3,973
|
|
|
$
|
1,233
|
|
Net (loss) income
|
$
|
(69,941
|
)
|
|
$
|
12,686
|
|
|
$
|
47,103
|
|
|
$
|
19,846
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic net (loss) income per common share from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.24
|
|
|
$
|
0.42
|
|
|
$
|
0.18
|
|
Basic net (loss) income per common share from discontinued operations
|
$
|
(0.63
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.04
|
|
|
$
|
0.01
|
|
Basic net income (loss) per common share
|
$
|
(0.67
|
)
|
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
0.19
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net (loss) income per common share from continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.24
|
|
|
$
|
0.41
|
|
|
$
|
0.18
|
|
Diluted net (loss) income per common share from discontinued operations
|
$
|
(0.63
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.04
|
|
|
$
|
0.01
|
|
Diluted net income (loss) per common share
|
$
|
(0.67
|
)
|
|
$
|
0.12
|
|
|
$
|
0.45
|
|
|
$
|
0.19
|
|
|
Three Months Ended
|
||||||||||||||
|
June 30,
2017
|
|
March 31, 2017
|
|
December 31, 2016
|
|
September 30, 2016
|
||||||||
Net sales
|
$
|
602,891
|
|
|
$
|
588,798
|
|
|
$
|
587,021
|
|
|
$
|
564,795
|
|
Gross profit
|
$
|
143,862
|
|
|
$
|
139,203
|
|
|
$
|
130,011
|
|
|
$
|
106,320
|
|
Operating income
|
$
|
7,174
|
|
|
$
|
49,621
|
|
|
$
|
37,859
|
|
|
$
|
14,769
|
|
Income before income taxes and equity in earnings of equity-method investees
|
$
|
1,366
|
|
|
$
|
42,150
|
|
|
$
|
34,116
|
|
|
$
|
10,246
|
|
Net (loss) income from continuing operations
|
$
|
(1,504
|
)
|
|
$
|
32,824
|
|
|
$
|
24,769
|
|
|
$
|
9,452
|
|
Net income (loss) from discontinued operations, net of tax
|
$
|
1,817
|
|
|
$
|
(1,496
|
)
|
|
$
|
2,417
|
|
|
$
|
(849
|
)
|
Net income
|
$
|
313
|
|
|
$
|
31,328
|
|
|
$
|
27,185
|
|
|
$
|
8,604
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic net (loss) income per common share from continuing operations
|
$
|
(0.01
|
)
|
|
$
|
0.32
|
|
|
$
|
0.24
|
|
|
$
|
0.09
|
|
Basic net income (loss) per common share from discontinued operations
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
Basic net income per common share
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.08
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net (loss) income per common share from continuing operations
|
$
|
(0.01
|
)
|
|
$
|
0.31
|
|
|
$
|
0.24
|
|
|
$
|
0.09
|
|
Diluted net income (loss) per common share from discontinued operations
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.01
|
)
|
Diluted net income per common share
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.08
|
|
•
|
The Company did not design and maintain effective controls over the accumulation, transmission and recording in the general ledger of the physical inventory count results in North America, as well as the documentation evidencing review of certain inventory reserves. Principal contributing factors included: (i) insufficient design and operating effectiveness of management review controls including the appropriate level of precision required to mitigate the potential for a material misstatement related to the recording of physical inventory count results and (ii) for certain inventory reserves, insufficient documentation evidencing management’s review to support accounting estimates.
|
•
|
Organizational Enhancements - The Company has identified and implemented several organizational enhancements as follows: (i) the hiring, in July 2018, of a Senior Vice President of Inventory Control, Logistics and Warehousing, (ii) the commencement of a search to replace a Director of Operations in the Inventory Control group responsible for North America, and (iii) the hiring in March 2018 of a Director of Supply Chain Finance.
|
•
|
Design Enhancements - The Company is utilizing external resources to support its efforts to rework certain control gaps including the modification of controls directly related to the accumulation, transmission and recording in the general ledger of the physical count results.
|
•
|
Training - Training will be provided to relevant personnel reinforcing existing Company policies with regards to the appropriate steps and procedures required to be performed related to the execution, documentation and recording of physical count results, as well as the appropriate level of documentation required to evidence the review of inventory reserves.
|
•
|
Organizational Enhancements - The Company has implemented several organizational enhancements as follows: (i) the creation of a new position, Global Revenue Controller, which has been filled and is responsible for all aspects of the Company's revenue recognition policies, procedures and the proper application of accounting to the Company’s sales arrangements; (ii) the hiring of a new Controller for the Company’s United States segment, who is responsible for all accounting functions in the United States segment; (iii) the establishment of an internal audit function that reports directly to the Audit Committee; (iv) the hiring of a new Chief Compliance Officer, who is focused on establishing standards and implementing procedures to ensure that the compliance programs throughout the Company are effective and efficient in identifying, preventing, detecting and correcting noncompliance with applicable rules and regulations; and (v) the enhancement of the Company’s organizational structure over all finance functions and an increase of the Company’s accounting personnel with people that have the knowledge, experience, and training in U.S. GAAP to ensure that a formalized process for determining, documenting, communicating, implementing and monitoring controls over the period-end financial reporting and disclosure processes is maintained.
|
•
|
Information Technology General Controls and IT Dependent Controls -The Company has implemented several enhancements including: (i) the hiring of a new Chief Information Officer; (ii) the centralization of the management of certain key IT systems under the corporate IT organization to provide consistent user access and change management controls; (iii) the establishment of a more comprehensive review and approval process for authorizing and monitoring user access to key systems; and (iv) the evaluation of the design and implementation of the process-level controls over the existence, completeness and accuracy of data included in various reports and spreadsheets that support the financial statements.
|
•
|
Revenue Practices - The Company has evaluated its revenue practices and has implemented improvements in those practices, including: (i) the development of more comprehensive revenue recognition policies and improved procedures to ensure that such policies are understood and consistently applied; (ii) better communication among all functions involved in the sales process (e.g., sales, legal, accounting, finance); (iii) increased standardization of contract documentation and revenue analyses for individual transactions; and (iv) the development of a more comprehensive review process and monitoring controls over contracts with customers, customer payments and incentives, including corporate review of related accruals and presentation of trade promotions and incentives.
|
•
|
Training Practices - The Company has developed and executed a comprehensive revenue recognition and contract review training program. This training focused on senior-level management and customer-facing employees as well as finance, sales and marketing personnel.
|
•
|
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
|
•
|
Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.
|
•
|
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
|
•
|
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
|
(a)(1)
|
Financial Statements
. The following consolidated financial statements of The Hain Celestial Group, Inc. are filed as part of this report under Part II, Item 8 - Financial Statements and Supplementary Data:
|
(a)(2)
|
Financial Statement Schedules
. The following financial statement schedule should be read in conjunction with the consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K. All other financial schedules are not required under the related instructions, or are not applicable and therefore have been omitted.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at
beginning of
period
|
|
Charged to
costs and
expenses
|
|
Charged to
other accounts -
describe
(i)
|
|
Deductions - describe
(ii)
|
|
Balance at
end of
period
|
||||||||||
Fiscal Year Ended June 30, 2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
1,447
|
|
|
$
|
1,880
|
|
|
$
|
49
|
|
|
$
|
(1,290
|
)
|
|
$
|
2,086
|
|
Valuation allowance for deferred tax assets
|
|
$
|
14,850
|
|
|
$
|
1,251
|
|
|
$
|
—
|
|
|
$
|
(1,132
|
)
|
|
$
|
14,969
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
936
|
|
|
$
|
1,077
|
|
|
$
|
149
|
|
|
$
|
(715
|
)
|
|
$
|
1,447
|
|
Valuation allowance for deferred tax assets
|
|
$
|
15,310
|
|
|
$
|
1,862
|
|
|
$
|
—
|
|
|
$
|
(2,322
|
)
|
|
$
|
14,850
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
896
|
|
|
$
|
208
|
|
|
$
|
54
|
|
|
$
|
(222
|
)
|
|
$
|
936
|
|
Valuation allowance for deferred tax assets
|
|
$
|
10,926
|
|
|
$
|
7,484
|
|
|
$
|
—
|
|
|
$
|
(3,100
|
)
|
|
$
|
15,310
|
|
Amounts above are inclusive our Hain Pure Protein reporting segment classified as discontinued operations
|
(i)
|
Represents the allowance for doubtful accounts of the business acquired during the fiscal year
|
(ii)
|
Amounts written off and changes in exchange rates
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
|
Date:
|
August 29, 2018
|
/s/ Irwin D. Simon
|
|
|
Irwin D. Simon,
Chairman, President and Chief
Executive Officer
|
Date:
|
August 29, 2018
|
/s/ James Langrock
|
|
|
James Langrock,
Executive Vice President and
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Irwin D. Simon
|
|
President, Chief Executive Officer and
Chairman of the Board of Directors
|
|
August 29, 2018
|
Irwin D. Simon
|
|
|
|
|
|
|
|
|
|
/s/ James Langrock
|
|
Executive Vice President and
Chief Financial Officer
|
|
August 29, 2018
|
James Langrock
|
|
|
|
|
|
|
|
|
|
/s/ Michael McGuinness
|
|
Senior Vice President and
Chief Accounting Officer
|
|
August 29, 2018
|
Michael McGuinness
|
|
|
|
|
|
|
|
|
|
/s/ Celeste A. Clark
|
|
Director
|
|
August 29, 2018
|
Celeste A. Clark
|
|
|
|
|
|
|
|
|
|
/s/ Andrew R. Heyer
|
|
Director
|
|
August 29, 2018
|
Andrew R. Heyer
|
|
|
|
|
|
|
|
|
|
/s/ R. Dean Hollis
|
|
Director
|
|
August 29, 2018
|
R. Dean Hollis
|
|
|
|
|
|
|
|
|
|
/s/ Shervin J. Korangy
|
|
Director
|
|
August 29, 2018
|
Shervin J. Korangy
|
|
|
|
|
|
|
|
|
|
/s/ Roger Meltzer
|
|
Director
|
|
August 29, 2018
|
Roger Meltzer
|
|
|
|
|
|
|
|
|
|
/s/ Adrianne Shapira
|
|
Director
|
|
August 29, 2018
|
Adrianne Shapira
|
|
|
|
|
|
|
|
|
|
/s/ Jack L. Sinclair
|
|
Director
|
|
August 29, 2018
|
Jack L. Sinclair
|
|
|
|
|
|
|
|
|
|
/s/ Glenn W. Welling
|
|
Director
|
|
August 29, 2018
|
Glenn W. Welling
|
|
|
|
|
|
|
|
|
|
/s/ Dawn M. Zier
|
|
Director
|
|
August 29, 2018
|
Dawn M. Zier
|
|
|
|
|
|
|
|
|
|
/s/ Lawrence S. Zilavy
|
|
Director
|
|
August 29, 2018
|
Lawrence S. Zilavy
|
|
|
|
|
|
|
|
|
|
1 Year Hain Celestial Chart |
1 Month Hain Celestial Chart |
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