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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 | |
---|---|---|---|---|---|---|---|---|---|---|
-0.15 | -2.16% | 6.80 | 6.65 | 7.01 | 7.13 | 6.745 | 7.06 | 1,373,816 | 00:52:07 |
☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
☐
|
Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
|
Delaware
|
|
22-3240619
|
(State or other jurisdiction
of incorporation)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
HAIN
|
The NASDAQ® Global Select Market
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
¨
|
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
Part I - Financial Information
|
Page
|
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
Part II - Other Information
|
|
|
|
|
Items 3, 4 and 5 are not applicable
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
|
September 30,
|
|
June 30,
|
||||
|
2019
|
|
2019
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,522
|
|
|
$
|
31,017
|
|
Accounts receivable, less allowance for doubtful accounts of $558 and $588, respectively
|
206,478
|
|
|
209,990
|
|
||
Inventories
|
301,351
|
|
|
299,341
|
|
||
Prepaid expenses and other current assets
|
36,508
|
|
|
51,391
|
|
||
Current assets of discontinued operations
|
—
|
|
|
110,048
|
|
||
Total current assets
|
564,859
|
|
|
701,787
|
|
||
Property, plant and equipment, net
|
288,104
|
|
|
287,845
|
|
||
Goodwill
|
867,071
|
|
|
875,881
|
|
||
Trademarks and other intangible assets, net
|
370,379
|
|
|
380,286
|
|
||
Investments and joint ventures
|
18,463
|
|
|
18,890
|
|
||
Operating lease right of use assets
|
81,830
|
|
|
—
|
|
||
Other assets
|
45,727
|
|
|
58,764
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
259,167
|
|
||
Total assets
|
$
|
2,236,433
|
|
|
$
|
2,582,620
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
189,441
|
|
|
$
|
219,957
|
|
Accrued expenses and other current liabilities
|
128,296
|
|
|
114,265
|
|
||
Current portion of long-term debt
|
2,223
|
|
|
17,232
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
31,703
|
|
||
Total current liabilities
|
319,960
|
|
|
383,157
|
|
||
Long-term debt, less current portion
|
323,386
|
|
|
613,537
|
|
||
Deferred income taxes
|
33,685
|
|
|
34,757
|
|
||
Operating lease liabilities, noncurrent portion
|
74,249
|
|
|
—
|
|
||
Other noncurrent liabilities
|
14,215
|
|
|
14,489
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
17,361
|
|
||
Total liabilities
|
765,495
|
|
|
1,063,301
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
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: 108,873 and 108,833 shares, respectively; outstanding: 104,242 and 104,219 shares, respectively
|
1,089
|
|
|
1,088
|
|
||
Additional paid-in capital
|
1,161,537
|
|
|
1,158,257
|
|
||
Retained earnings
|
587,557
|
|
|
695,017
|
|
||
Accumulated other comprehensive loss
|
(168,894
|
)
|
|
(225,004
|
)
|
||
|
1,581,289
|
|
|
1,629,358
|
|
||
Less: Treasury stock, at cost, 4,631 and 4,614 shares, respectively
|
(110,351
|
)
|
|
(110,039
|
)
|
||
Total stockholders’ equity
|
1,470,938
|
|
|
1,519,319
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,236,433
|
|
|
$
|
2,582,620
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
482,076
|
|
|
$
|
518,478
|
|
Cost of sales
|
384,245
|
|
|
429,570
|
|
||
Gross profit
|
97,831
|
|
|
88,908
|
|
||
Selling, general and administrative expenses
|
80,680
|
|
|
75,977
|
|
||
Amortization of acquired intangibles
|
3,083
|
|
|
3,359
|
|
||
Productivity and transformation costs
|
14,175
|
|
|
10,333
|
|
||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
19,553
|
|
||
Proceeds from insurance claim
|
(2,562
|
)
|
|
—
|
|
||
Accounting review and remediation costs
|
—
|
|
|
3,414
|
|
||
Long-lived asset impairment
|
—
|
|
|
4,236
|
|
||
Operating income (loss)
|
2,455
|
|
|
(27,964
|
)
|
||
Interest and other financing expense, net
|
6,294
|
|
|
4,314
|
|
||
Other expense, net
|
1,328
|
|
|
600
|
|
||
Loss from continuing operations before income taxes and equity in net loss of equity-method investees
|
(5,167
|
)
|
|
(32,878
|
)
|
||
Benefit for income taxes
|
(531
|
)
|
|
(9,966
|
)
|
||
Equity in net loss of equity-method investees
|
317
|
|
|
175
|
|
||
Net loss from continuing operations
|
$
|
(4,953
|
)
|
|
$
|
(23,087
|
)
|
Net loss from discontinued operations, net of tax
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
|
|
|
|
||||
Net loss per common share:
|
|
|
|
||||
Basic net loss per common share from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Basic net loss per common share from discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Basic net loss income per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
||||
Diluted net loss per common share from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Diluted net loss per common share from discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Diluted loss per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
||||
Shares used in the calculation of net loss per common share:
|
|
|
|
||||
Basic
|
104,225
|
|
|
103,962
|
|
||
Diluted
|
104,225
|
|
|
103,962
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net loss
|
|
|
|
|
$
|
(107,021
|
)
|
|
|
|
|
|
$
|
(37,425
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments before reclassifications
|
$
|
(38,942
|
)
|
|
$
|
—
|
|
|
(38,942
|
)
|
|
$
|
(13,519
|
)
|
|
$
|
—
|
|
|
(13,519
|
)
|
||
Reclassification of currency translation adjustment included in Net loss from discontinued operations, net of tax
|
95,120
|
|
|
—
|
|
|
95,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change in deferred (losses) gains on cash flow hedging instruments
|
(78
|
)
|
|
10
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other comprehensive income (loss)
|
$
|
56,100
|
|
|
$
|
10
|
|
|
$
|
56,110
|
|
|
$
|
(13,519
|
)
|
|
$
|
—
|
|
|
$
|
(13,519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive loss
|
|
|
|
|
$
|
(50,911
|
)
|
|
|
|
|
|
$
|
(50,944
|
)
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Total
|
||||||||||||||
Balance at June 30, 2019
|
108,833
|
|
|
$
|
1,088
|
|
|
$
|
1,158,257
|
|
|
$
|
695,017
|
|
|
4,614
|
|
|
$
|
(110,039
|
)
|
|
$
|
(225,004
|
)
|
|
$
|
1,519,319
|
|
Net loss
|
|
|
|
|
|
|
(107,021
|
)
|
|
|
|
|
|
|
|
(107,021
|
)
|
||||||||||||
Cumulative effect of adoption of ASU 2016-02
|
|
|
|
|
|
|
(439
|
)
|
|
|
|
|
|
|
|
(439
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
56,110
|
|
|
56,110
|
|
||||||||||||
Issuance of common stock pursuant to stock-based compensation plans
|
40
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
17
|
|
|
(312
|
)
|
|
|
|
(312
|
)
|
|||||||||||
Stock-based compensation expense
|
|
|
|
|
3,281
|
|
|
|
|
|
|
|
|
|
|
3,281
|
|
||||||||||||
Balance at September 30, 2019
|
108,873
|
|
|
$
|
1,089
|
|
|
$
|
1,161,537
|
|
|
$
|
587,557
|
|
|
4,631
|
|
|
$
|
(110,351
|
)
|
|
$
|
(168,894
|
)
|
|
$
|
1,470,938
|
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Total
|
||||||||||||||
Balance at June 30, 2018
|
108,422
|
|
|
$
|
1,084
|
|
|
$
|
1,148,196
|
|
|
$
|
878,516
|
|
|
4,470
|
|
|
$
|
(106,507
|
)
|
|
$
|
(184,240
|
)
|
|
$
|
1,737,049
|
|
Net loss
|
|
|
|
|
|
|
(37,425
|
)
|
|
|
|
|
|
|
|
(37,425
|
)
|
||||||||||||
Cumulative effect of adoption of ASU 2016-01
|
|
|
|
|
|
|
(348
|
)
|
|
|
|
|
|
348
|
|
|
—
|
|
|||||||||||
Cumulative effect of adoption of ASU 2014-09
|
|
|
|
|
|
|
163
|
|
|
|
|
|
|
|
|
163
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,519
|
)
|
|
(13,519
|
)
|
||||||||||||
Issuance of common stock pursuant to stock-based compensation plans
|
85
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
35
|
|
|
(979
|
)
|
|
|
|
(979
|
)
|
|||||||||||
Stock-based compensation expense
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
135
|
|
||||||||||||
Balance at September 30, 2018
|
108,507
|
|
|
$
|
1,085
|
|
|
$
|
1,148,330
|
|
|
$
|
840,906
|
|
|
4,505
|
|
|
$
|
(107,486
|
)
|
|
$
|
(197,411
|
)
|
|
$
|
1,685,424
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
Net loss from discontinued operations
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss from continuing operations
|
(4,953
|
)
|
|
(23,087
|
)
|
||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations:
|
|
|
|
||||
Depreciation and amortization
|
13,923
|
|
|
12,860
|
|
||
Deferred income taxes
|
(4,404
|
)
|
|
(13,218
|
)
|
||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
19,241
|
|
||
Equity in net loss of equity-method investees
|
317
|
|
|
175
|
|
||
Stock-based compensation, net
|
2,737
|
|
|
98
|
|
||
Long-lived asset impairment
|
—
|
|
|
4,236
|
|
||
Other non-cash items, net
|
1,764
|
|
|
841
|
|
||
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(853
|
)
|
|
3,766
|
|
||
Inventories
|
(5,507
|
)
|
|
(18,640
|
)
|
||
Other current assets
|
14,223
|
|
|
3
|
|
||
Other assets and liabilities
|
144
|
|
|
(32
|
)
|
||
Accounts payable and accrued expenses
|
(20,972
|
)
|
|
(5,813
|
)
|
||
Net cash used in operating activities - continuing operations
|
(3,581
|
)
|
|
(19,570
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property and equipment
|
(13,164
|
)
|
|
(22,261
|
)
|
||
Other
|
—
|
|
|
(652
|
)
|
||
Net cash used in investing activities - continuing operations
|
(13,164
|
)
|
|
(22,913
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings under bank revolving credit facility
|
80,000
|
|
|
70,000
|
|
||
Repayments under bank revolving credit facility
|
(178,500
|
)
|
|
(60,000
|
)
|
||
Repayments under term loan
|
(206,250
|
)
|
|
(3,750
|
)
|
||
Proceeds from (funding of) discontinued operations entities
|
312,195
|
|
|
(3,111
|
)
|
||
Borrowings (repayments) of other debt, net
|
9
|
|
|
(776
|
)
|
||
Shares withheld for payment of employee payroll taxes
|
(312
|
)
|
|
(979
|
)
|
||
Net cash provided by financing activities - continuing operations
|
7,142
|
|
|
1,384
|
|
||
Effect of exchange rate changes on cash - continuing operations
|
(892
|
)
|
|
(670
|
)
|
||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
||||
Cash used in operating activities
|
(8,026
|
)
|
|
(14,587
|
)
|
||
Cash provided by (used in) investing activities
|
306,420
|
|
|
(1,921
|
)
|
||
Cash (used in) provided by financing activities
|
(306,366
|
)
|
|
5,548
|
|
||
Effect of exchange rate changes on cash - discontinued operations
|
(537
|
)
|
|
(390
|
)
|
||
Net cash flows used in discontinued operations
|
(8,509
|
)
|
|
(11,350
|
)
|
||
Net decrease in cash and cash equivalents
|
(19,004
|
)
|
|
(53,119
|
)
|
||
Cash and cash equivalents at beginning of period
|
39,526
|
|
|
113,018
|
|
||
Cash and cash equivalents at end of period
|
$
|
20,522
|
|
|
$
|
59,899
|
|
Less: cash and cash equivalents of discontinued operations
|
—
|
|
|
(16,974
|
)
|
||
Cash and cash equivalents of continuing operations at end of period
|
$
|
20,522
|
|
|
$
|
42,925
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net loss from continuing operations
|
$
|
(4,953
|
)
|
|
$
|
(23,087
|
)
|
Net loss from discontinued operations, net of tax
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Basic weighted average shares outstanding
|
104,225
|
|
|
103,962
|
|
||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
104,225
|
|
|
103,962
|
|
||
|
|
|
|
||||
Basic net loss per common share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Basic net loss per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
||||
Diluted net loss per common share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Diluted net loss per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
27,732
|
|
|
$
|
42,355
|
|
Cost of sales
|
24,152
|
|
|
31,669
|
|
||
Gross profit
|
3,580
|
|
|
10,686
|
|
||
Selling, general and administrative expense
|
4,939
|
|
|
6,280
|
|
||
Other expense
|
348
|
|
|
546
|
|
||
Interest expense(1)
|
2,432
|
|
|
3,391
|
|
||
Translation loss(2)
|
95,120
|
|
|
—
|
|
||
Gain on sale of discontinued operations
|
(13,922
|
)
|
|
—
|
|
||
Net (loss) income from discontinued operations before income taxes
|
(85,337
|
)
|
|
469
|
|
||
Provision for income taxes(3)
|
15,700
|
|
|
483
|
|
||
Net loss from discontinued operations, net of tax
|
$
|
(101,037
|
)
|
|
$
|
(14
|
)
|
|
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
|
|
|
Three Months Ended September 30,
|
||||||
2019
|
|
2018
|
|||||
Net sales
|
$
|
—
|
|
|
$
|
113,539
|
|
Cost of sales
|
—
|
|
|
123,114
|
|
||
Gross loss
|
—
|
|
|
(9,575
|
)
|
||
Selling, general and administrative expense
|
—
|
|
|
4,243
|
|
||
Other expense
|
—
|
|
|
5,674
|
|
||
Loss on sale of discontinued operations(1)
|
1,424
|
|
|
—
|
|
||
Net loss from discontinued operations before income taxes
|
(1,424
|
)
|
|
(19,492
|
)
|
||
Benefit for income taxes
|
(393
|
)
|
|
(5,168
|
)
|
||
Net loss from discontinued operations, net of tax
|
$
|
(1,031
|
)
|
|
$
|
(14,324
|
)
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Finished goods
|
$
|
208,132
|
|
|
$
|
200,487
|
|
Raw materials, work-in-progress and packaging
|
93,219
|
|
|
98,854
|
|
||
|
$
|
301,351
|
|
|
$
|
299,341
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Land
|
$
|
14,012
|
|
|
$
|
14,240
|
|
Buildings and improvements
|
82,124
|
|
|
83,151
|
|
||
Machinery and equipment
|
289,363
|
|
|
274,554
|
|
||
Computer hardware and software
|
57,412
|
|
|
48,984
|
|
||
Furniture and fixtures
|
18,141
|
|
|
17,325
|
|
||
Leasehold improvements
|
40,738
|
|
|
32,264
|
|
||
Construction in progress
|
8,979
|
|
|
35,786
|
|
||
|
510,769
|
|
|
506,304
|
|
||
Less: Accumulated depreciation and amortization
|
222,665
|
|
|
218,459
|
|
||
|
$
|
288,104
|
|
|
$
|
287,845
|
|
|
Three Months Ended
|
||
|
September 30, 2019
|
||
Operating lease expenses
|
$
|
4,689
|
|
Finance lease expenses:
|
|
||
Amortization of ROU assets
|
280
|
|
|
Interest on lease liabilities
|
21
|
|
|
Total finance lease expenses
|
301
|
|
|
Variable lease expenses
|
859
|
|
|
Short-term lease expenses
|
440
|
|
|
Total lease expenses
|
$
|
6,289
|
|
Leases
|
Classification
|
September 30, 2019
|
||
Assets
|
|
|
||
Operating lease ROU assets
|
Operating lease right of use assets
|
$
|
81,830
|
|
Finance lease ROU assets, net
|
Property, plant and equipment, net
|
1,271
|
||
Total leased assets
|
|
$
|
83,101
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Operating
|
Accrued expenses and other current liabilities
|
$
|
13,687
|
|
Finance
|
Current portion of long-term debt
|
369
|
||
Non-current
|
|
|
||
Operating
|
Operating lease liabilities, noncurrent portion
|
$
|
74,249
|
|
Finance
|
Long-term debt, less current portion
|
380
|
||
Total lease liabilities
|
|
$
|
88,685
|
|
|
Three Months Ended
|
||
|
September 30, 2019
|
||
Supplemental cash flow information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
3,735
|
|
Operating cash flows from finance leases
|
6
|
|
|
Financing cash flows from finance leases
|
119
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
86,213
|
|
Finance leases
|
948
|
|
|
Weighted average remaining lease terms
|
|
||
Operating leases
|
8.9 years
|
|
|
Finance leases
|
2.3 years
|
|
|
Weighted average discount rates
|
|
||
Operating leases
|
3.2
|
%
|
|
Finance leases
|
2.2
|
%
|
|
Operating leases
|
Finance leases
|
Total
|
||||||
2019 (remainder of year)
|
$
|
11,335
|
|
$
|
273
|
|
$
|
11,608
|
|
2020
|
13,947
|
314
|
14,261
|
|
|||||
2021
|
11,787
|
139
|
11,926
|
|
|||||
2022
|
10,905
|
36
|
10,941
|
|
|||||
2023
|
9,185
|
9
|
9,194
|
|
|||||
Thereafter
|
38,538
|
0
|
38,538
|
|
|||||
Total lease payments
|
95,697
|
|
771
|
|
96,468
|
|
|||
Less: Imputed interest
|
7,761
|
22
|
7,783
|
|
|||||
Total lease liabilities
|
$
|
87,936
|
|
$
|
749
|
|
$
|
88,685
|
|
|
North America
|
|
International
|
|
Total
|
||||||
Balance as of June 30, 2019 (a)
|
$
|
612,590
|
|
|
$
|
263,291
|
|
|
$
|
875,881
|
|
Translation and other adjustments, net
|
(279
|
)
|
|
(8,531
|
)
|
|
(8,810
|
)
|
|||
Balance as of September 30, 2019 (a)
|
$
|
612,311
|
|
|
$
|
254,760
|
|
|
$
|
867,071
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Non-amortized intangible assets:
|
|
|
|
||||
Trademarks and tradenames (a)
|
$
|
286,848
|
|
|
$
|
291,199
|
|
Amortized intangible assets:
|
|
|
|
||||
Other intangibles
|
199,783
|
|
|
204,630
|
|
||
Less: accumulated amortization
|
(116,252
|
)
|
|
(115,543
|
)
|
||
Net carrying amount
|
$
|
370,379
|
|
|
$
|
380,286
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Amortization of acquired intangibles
|
$
|
3,083
|
|
|
$
|
3,359
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Revolving credit facility
|
$
|
320,963
|
|
|
$
|
420,575
|
|
Term loan
|
—
|
|
|
206,250
|
|
||
Less: Unamortized issuance costs
|
—
|
|
|
(1,022
|
)
|
||
Other borrowings
|
4,646
|
|
|
4,966
|
|
||
|
325,609
|
|
|
630,769
|
|
||
Short-term borrowings and current portion of long-term debt
|
2,223
|
|
|
17,232
|
|
||
Long-term debt, less current portion
|
$
|
323,386
|
|
|
$
|
613,537
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Other comprehensive income (loss) before reclassifications (1)
|
$
|
(38,942
|
)
|
|
$
|
(13,519
|
)
|
Amounts reclassified into income (2)
|
95,120
|
|
|
—
|
|
||
Deferred (losses)/gains on cash flow hedging instruments:
|
|
|
|
||||
Other comprehensive (loss) income before reclassifications
|
—
|
|
|
—
|
|
||
Amounts reclassified into income (3)
|
(68
|
)
|
|
—
|
|
||
Net change in accumulated other comprehensive income (loss)
|
$
|
56,110
|
|
|
$
|
(13,519
|
)
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Selling, general and administrative expense
|
$
|
2,737
|
|
|
$
|
(214
|
)
|
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
312
|
|
||
Discontinued operations
|
544
|
|
|
37
|
|
||
Total compensation cost recognized for stock-based compensation plans
|
$
|
3,281
|
|
|
$
|
135
|
|
Related income tax benefit
|
$
|
373
|
|
|
$
|
39
|
|
|
Number of Shares
and Units
|
|
Weighted
Average Grant
Date Fair
Value (per share)
|
|||
Non-vested restricted stock, restricted share units, and performance units at June 30, 2019
|
4,360
|
|
|
$
|
7.92
|
|
Granted
|
3
|
|
|
$
|
21.41
|
|
Vested
|
(40
|
)
|
|
$
|
24.68
|
|
Forfeited
|
(759
|
)
|
|
$
|
6.18
|
|
Non-vested restricted stock, restricted share units, and performance units at September 30, 2019
|
3,564
|
|
|
$
|
8.12
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Fair value of restricted stock and restricted share units granted
|
$
|
59
|
|
|
$
|
148
|
|
Fair value of shares vested
|
$
|
770
|
|
|
$
|
2,492
|
|
Tax benefit recognized from restricted shares vesting
|
$
|
59
|
|
|
$
|
620
|
|
|
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 September 30, 2019
|
122
|
|
|
$
|
2.26
|
|
|
11.8
|
|
$
|
2,344
|
|
•
|
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:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Equity investment
|
601
|
|
|
601
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
635
|
|
|
$
|
601
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
—
|
|
Total
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
—
|
|
|
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 investments
|
621
|
|
|
621
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,291
|
|
|
$
|
665
|
|
|
$
|
626
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
Total
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net Sales:
|
|
|
|
||||
North America
|
$
|
271,701
|
|
|
$
|
291,191
|
|
International
|
210,375
|
|
|
227,287
|
|
||
|
$
|
482,076
|
|
|
$
|
518,478
|
|
|
|
|
|
||||
Operating Income/(Loss):
|
|
|
|
||||
North America
|
$
|
15,132
|
|
|
$
|
4,506
|
|
International
|
9,107
|
|
|
5,660
|
|
||
|
24,239
|
|
|
10,166
|
|
||
Corporate and Other (a)
|
(21,784
|
)
|
|
(38,130
|
)
|
||
|
$
|
2,455
|
|
|
$
|
(27,964
|
)
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
United States
|
$
|
119,050
|
|
|
$
|
115,866
|
|
United Kingdom
|
130,629
|
|
|
132,876
|
|
||
All Other
|
84,072
|
|
|
87,277
|
|
||
Total
|
$
|
333,751
|
|
|
$
|
336,019
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
United States
|
$
|
236,334
|
|
|
$
|
254,942
|
|
United Kingdom
|
161,581
|
|
|
179,436
|
|
||
All Other
|
84,161
|
|
|
84,100
|
|
||
Total
|
$
|
482,076
|
|
|
$
|
518,478
|
|
|
Three Months Ended
|
|
Change in
|
||||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
Dollars
|
|
Percentage
|
||||||||||
Net sales
|
$
|
482,076
|
|
|
100.0%
|
|
$
|
518,478
|
|
|
100.0%
|
|
$
|
(36,402
|
)
|
|
(7.0)%
|
Cost of sales
|
384,245
|
|
|
79.7%
|
|
429,570
|
|
|
82.9%
|
|
(45,325
|
)
|
|
(10.6)%
|
|||
Gross profit
|
97,831
|
|
|
20.3%
|
|
88,908
|
|
|
17.1%
|
|
8,923
|
|
|
10.0%
|
|||
Selling, general and administrative expenses
|
80,680
|
|
|
16.7%
|
|
75,977
|
|
|
14.7%
|
|
4,703
|
|
|
6.2%
|
|||
Amortization of acquired intangibles
|
3,083
|
|
|
0.6%
|
|
3,359
|
|
|
0.6%
|
|
(276
|
)
|
|
(8.2)%
|
|||
Productivity and transformation costs
|
14,175
|
|
|
2.9%
|
|
10,333
|
|
|
2.0%
|
|
3,842
|
|
|
37.2%
|
|||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
—%
|
|
19,553
|
|
|
3.8%
|
|
(19,553
|
)
|
|
*
|
|||
Proceeds from insurance claim
|
(2,562
|
)
|
|
(0.5)%
|
|
—
|
|
|
—%
|
|
(2,562
|
)
|
|
*
|
|||
Accounting review and remediation costs
|
—
|
|
|
—%
|
|
3,414
|
|
|
0.7%
|
|
(3,414
|
)
|
|
*
|
|||
Long-lived asset impairment
|
—
|
|
|
—%
|
|
4,236
|
|
|
0.8%
|
|
(4,236
|
)
|
|
*
|
|||
Operating income (loss)
|
2,455
|
|
|
0.5%
|
|
(27,964
|
)
|
|
(5.4)%
|
|
30,419
|
|
|
(108.8)%
|
|||
Interest and other financing expense, net
|
6,294
|
|
|
1.3%
|
|
4,314
|
|
|
0.8%
|
|
1,980
|
|
|
45.9%
|
|||
Other expense, net
|
1,328
|
|
|
0.3%
|
|
600
|
|
|
0.1%
|
|
728
|
|
|
121.3%
|
|||
Loss from continuing operations before income taxes and equity in net loss of equity-method investees
|
(5,167
|
)
|
|
(1.1)%
|
|
(32,878
|
)
|
|
(6.3)%
|
|
27,711
|
|
|
(84.3)%
|
|||
Benefit for income taxes
|
(531
|
)
|
|
(0.1)%
|
|
(9,966
|
)
|
|
(1.9)%
|
|
9,435
|
|
|
(94.7)%
|
|||
Equity in net loss of equity-method investees
|
317
|
|
|
—%
|
|
175
|
|
|
—%
|
|
142
|
|
|
81.1%
|
|||
Net loss from continuing operations
|
$
|
(4,953
|
)
|
|
(1.0)%
|
|
$
|
(23,087
|
)
|
|
(4.5)%
|
|
$
|
18,134
|
|
|
(78.5)%
|
Net loss from discontinued operations, net of tax
|
(102,068
|
)
|
|
(21.2)%
|
|
(14,338
|
)
|
|
(2.8)%
|
|
(87,730
|
)
|
|
(611.9)%
|
|||
Net loss
|
$
|
(107,021
|
)
|
|
(22.2)%
|
|
$
|
(37,425
|
)
|
|
(7.2)%
|
|
$
|
(69,596
|
)
|
|
186.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
$
|
32,090
|
|
|
6.7%
|
|
$
|
28,694
|
|
|
5.5%
|
|
$
|
3,396
|
|
|
11.8%
|
(dollars in thousands)
|
North America
|
|
International
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Three months ended 9/30/19
|
$
|
271,701
|
|
|
$
|
210,375
|
|
|
$
|
—
|
|
|
$
|
482,076
|
|
Three months ended 9/30/18
|
291,191
|
|
|
227,287
|
|
|
—
|
|
|
518,478
|
|
||||
$ change
|
$
|
(19,490
|
)
|
|
$
|
(16,912
|
)
|
|
n/a
|
|
|
$
|
(36,402
|
)
|
|
% change
|
(6.7
|
)%
|
|
(7.4
|
)%
|
|
n/a
|
|
|
(7.0
|
)%
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Three months ended 9/30/19
|
$
|
15,132
|
|
|
$
|
9,107
|
|
|
$
|
(21,784
|
)
|
|
$
|
2,455
|
|
Three months ended 9/30/18
|
4,506
|
|
|
5,660
|
|
|
(38,130
|
)
|
|
(27,964
|
)
|
||||
$ change
|
$
|
10,626
|
|
|
$
|
3,447
|
|
|
$
|
16,346
|
|
|
$
|
30,419
|
|
% change
|
235.8
|
%
|
|
60.9
|
%
|
|
42.9
|
%
|
|
108.8
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) margin
|
|
|
|
|
|
|
|
||||||||
Three months ended 9/30/19
|
5.6
|
%
|
|
4.3
|
%
|
|
n/a
|
|
|
0.5
|
%
|
||||
Three months ended 9/30/18
|
1.5
|
%
|
|
2.5
|
%
|
|
n/a
|
|
|
(5.4
|
)%
|
|
Three Months Ended September 30,
|
|
Change in
|
|||||||||||
(amounts in thousands)
|
2019
|
|
2018
|
|
Dollars
|
|
Percentage
|
|||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|||||||
Operating activities from continuing operations
|
$
|
(3,581
|
)
|
|
$
|
(19,570
|
)
|
|
$
|
15,989
|
|
|
81.7
|
%
|
Investing activities from continuing operations
|
(13,164
|
)
|
|
(22,913
|
)
|
|
9,749
|
|
|
42.5
|
%
|
|||
Financing activities from continuing operations
|
7,142
|
|
|
1,384
|
|
|
5,758
|
|
|
416.0
|
%
|
|||
Effect of exchange rate changes on cash from continuing operations
|
(892
|
)
|
|
(670
|
)
|
|
(222
|
)
|
|
(33.1
|
)%
|
|||
Decrease in cash from continuing operations
|
(10,495
|
)
|
|
(41,769
|
)
|
|
31,274
|
|
|
74.9
|
%
|
|||
Decrease in cash from discontinued operations
|
(8,509
|
)
|
|
(11,350
|
)
|
|
2,841
|
|
|
25.0
|
%
|
|||
Net decrease in cash and cash equivalents
|
$
|
(19,004
|
)
|
|
$
|
(53,119
|
)
|
|
$
|
34,115
|
|
|
64.2
|
%
|
(amounts in thousands)
|
North America
|
|
International
|
|
Hain Consolidated
|
||||||
Net sales - Three months ended 9/30/19
|
$
|
271,701
|
|
|
$
|
210,375
|
|
|
$
|
482,076
|
|
Impact of foreign currency exchange
|
356
|
|
|
11,338
|
|
|
11,694
|
|
|||
Net sales on a constant currency basis - Three months ended 9/30/19
|
$
|
272,057
|
|
|
$
|
221,713
|
|
|
$
|
493,770
|
|
|
|
|
|
|
|
||||||
Net sales - Three months ended 9/30/18
|
$
|
291,191
|
|
|
$
|
227,287
|
|
|
$
|
518,478
|
|
Net sales decline on a constant currency basis
|
(6.6
|
)%
|
|
(2.5
|
)%
|
|
(4.8
|
)%
|
|
Three Months Ended September 30,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
Net loss from discontinued operations
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss from continuing operations
|
(4,953
|
)
|
|
(23,087
|
)
|
||
|
|
|
|
||||
Benefit for income taxes
|
(531
|
)
|
|
(9,966
|
)
|
||
Interest expense, net
|
4,552
|
|
|
3,804
|
|
||
Depreciation and amortization
|
13,923
|
|
|
12,860
|
|
||
Equity in net loss of equity-method investees
|
317
|
|
|
175
|
|
||
Stock-based compensation, net
|
2,737
|
|
|
(214
|
)
|
||
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement
|
—
|
|
|
312
|
|
||
Long-lived asset impairment
|
—
|
|
|
4,236
|
|
||
Unrealized currency losses
|
1,684
|
|
|
590
|
|
||
EBITDA
|
$
|
17,729
|
|
|
$
|
(11,290
|
)
|
|
|
|
|
||||
Productivity and transformation costs
|
14,175
|
|
|
10,333
|
|
||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
19,241
|
|
||
Proceeds from insurance claims
|
(2,562
|
)
|
|
—
|
|
||
Accounting review and remediation costs
|
—
|
|
|
3,414
|
|
||
Warehouse/manufacturing facility start-up costs
|
1,879
|
|
|
4,599
|
|
||
SKU rationalization
|
(11
|
)
|
|
—
|
|
||
Plant closure related costs
|
832
|
|
|
1,828
|
|
||
Litigation and related expenses
|
48
|
|
|
569
|
|
||
Adjusted EBITDA
|
$
|
32,090
|
|
|
$
|
28,694
|
|
|
Three Months Ended September 30,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Net cash used in operating activities - continuing operations
|
$
|
(3,581
|
)
|
|
$
|
(19,570
|
)
|
Purchase of property, plant and equipment
|
(13,164
|
)
|
|
(22,261
|
)
|
||
Operating free cash flow from continuing operations
|
$
|
(16,745
|
)
|
|
$
|
(41,831
|
)
|
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 of dollars) (2)
|
|||||
July 1, 2019 - July 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
250
|
|
August 1, 2019 - August 31, 2019
|
13,130
|
|
|
18.18
|
|
|
—
|
|
|
250
|
|
|
September 1, 2019 - September 30, 2019
|
3,423
|
|
|
21.32
|
|
|
—
|
|
|
250
|
|
|
Total
|
16,553
|
|
|
$
|
18.83
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
(Registrant)
|
|
|
|
Date:
|
November 7, 2019
|
/s/ Mark L. Schiller
|
|
|
Mark L. Schiller,
President and Chief Executive Officer |
Date:
|
November 7, 2019
|
/s/ James Langrock
|
|
|
James Langrock,
Executive Vice President and Chief Financial Officer |
1 Year Hain Celestial Chart |
1 Month Hain Celestial Chart |
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