Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Aug. 22, 2018 | Dec. 31, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HAIN | ||
Entity Registrant Name | HAIN CELESTIAL GROUP INC. | ||
Entity Central Index Key | 910,406 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 103,952,111 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 3,887,102,679 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
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 | 0 | 175,104 |
Total assets | 2,946,674 | 2,931,104 |
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 | 0 | 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 | 0 | 0 |
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) |
Total stockholders' equity including treasury stock | 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 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 1,828 | $ 404 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 108,422,000 | 107,989,000 |
Common stock, shares, outstanding | 103,952,000 | 103,702,000 |
Treasury stock, shares | 4,470,000 | 4,287,000 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | |||
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 | 0 |
Goodwill impairment | 7,700 | 0 | 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 | 0 | 0 | (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 (USD per share) | $ 0.79 | $ 0.63 | $ 0.27 |
Basic net (loss) income per common share from discontinued operations (USD per share) | (0.70) | 0.02 | 0.19 |
Basic net income per common share (USD per share) | 0.09 | 0.65 | 0.46 |
Diluted net income per common share from continuing operations (USD per share) | 0.79 | 0.63 | 0.26 |
Diluted net (loss) income per common share from discontinued operations (USD per share) | (0.70) | 0.02 | 0.19 |
Diluted net income per common share (USD per share) | $ 0.09 | $ 0.65 | $ 0.46 |
Shares used in the calculation of net income (loss) per common share: | |||
Basic (shares) | 103,848 | 103,611 | 103,135 |
Diluted (shares) | 104,477 | 104,248 | 104,183 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 9,694 | $ 67,430 | $ 47,429 |
Pre-tax amount | |||
Foreign currency translation adjustments | 11,497 | (22,951) | (129,874) |
Change in deferred gains (losses) on cash flow hedging instruments | (82) | (411) | (788) |
Change in unrealized gain (loss) on available for sale investment | (190) | (53) | (129) |
Total other comprehensive income (loss) | 11,225 | (23,415) | (130,791) |
Tax (expense) benefit | |||
Foreign currency translation adjustments | 0 | 0 | 0 |
Change in deferred gains (losses) on cash flow hedging instruments | 15 | 32 | 261 |
Change in unrealized gain (loss) on available for sale investment | (1) | 15 | 50 |
Total other comprehensive income (loss) | 14 | 47 | 311 |
After-tax amount | |||
Foreign currency translation adjustments | 11,497 | (22,951) | (129,874) |
Change in deferred gains (losses) on cash flow hedging instruments | (67) | (379) | (527) |
Change in unrealized gain (loss) on available for sale investment | (191) | (38) | (79) |
Total other comprehensive income (loss) | 11,239 | (23,368) | (130,480) |
Total comprehensive income (loss) | $ 20,933 | $ 44,062 | $ (83,051) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Jun. 30, 2015 | $ 1,727,667 | $ 1,058 | $ 1,072,427 | $ 753,963 | $ (58,150) | $ (41,631) |
Beginning balance, shares at Jun. 30, 2015 | 105,841 | 3,229 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 47,429 | 47,429 | ||||
Other comprehensive income (loss) | (130,480) | (130,480) | ||||
Issuance of common stock pursuant to compensation plans | 4,400 | $ 14 | 9,749 | $ (5,363) | ||
Issuance of common stock pursuant to compensation plans, shares | 1,398 | 151 | ||||
Issuance of common stock in connection with acquisition | 16,308 | $ 3 | 16,305 | |||
Issuance of common stock in connection with acquisition, shares | 240 | |||||
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 | (25,535) | $ (25,535) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans, shares | 638 | |||||
Stock-based compensation expense | 12,688 | 12,688 | ||||
Ending balance at Jun. 30, 2016 | 1,664,514 | $ 1,075 | 1,123,206 | 801,392 | $ (89,048) | (172,111) |
Ending balance, shares at Jun. 30, 2016 | 107,479 | 4,018 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 67,430 | 67,430 | ||||
Other comprehensive income (loss) | (23,368) | (23,368) | ||||
Issuance of common stock pursuant to compensation plans | 1 | $ 5 | 1,995 | $ (1,999) | ||
Issuance of common stock pursuant to compensation plans, shares | 510 | 52 | ||||
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 | (8,268) | $ (8,268) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans, shares | 217 | |||||
Stock-based compensation expense | 9,658 | 9,658 | ||||
Ending balance at Jun. 30, 2017 | $ 1,712,832 | $ 1,080 | 1,137,724 | 868,822 | $ (99,315) | (195,479) |
Ending balance, shares at Jun. 30, 2017 | 107,989,000 | 107,989 | 4,287 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | $ 9,694 | 9,694 | ||||
Other comprehensive income (loss) | 11,239 | 11,239 | ||||
Issuance of common stock pursuant to compensation plans | 0 | $ 4 | (4) | $ 0 | ||
Issuance of common stock pursuant to compensation plans, shares | 433 | 0 | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (7,192) | $ (7,192) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans, shares | 183 | |||||
Stock-based compensation expense | 10,476 | 10,476 | ||||
Ending balance at Jun. 30, 2018 | $ 1,737,049 | $ 1,084 | $ 1,148,196 | $ 878,516 | $ (106,507) | $ (184,240) |
Ending balance, shares at Jun. 30, 2018 | 108,422,000 | 108,422 | 4,470 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Parenthetical) - $ / shares | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 |
Statement of Stockholders' Equity [Abstract] | ||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | |
Statement of Cash Flows [Abstract] | |||
Net income | $ 9,694 | $ 67,430 | $ 47,429 |
Net (loss) income from discontinued operations, net of tax | (72,734) | 1,889 | 19,858 |
Net 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) | 0 | 1,511 |
Gains on fire insurance recovery and other, net | 0 | 0 | (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 | 0 |
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 | 0 | 0 |
Repayments under term loan | (3,750) | 0 | 0 |
Repayments of senior notes | 0 | 0 | (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 | 0 | (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 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business The Hain Celestial Group, Inc., a Delaware corporation, and its subsidiaries (collectively, the “Company,” and herein referred to as “Hain Celestial,” “we,” “us,” and “our”) was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet — To Create and Inspire A Healthier Way of Life TM and be the leading marketer, manufacturer and seller of organic and natural, “better-for-you” products by anticipating and exceeding consumer expectations in providing quality, innovation, value and convenience. The Company is committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes. Hain Celestial sells its products through specialty and natural food distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores in over 80 countries worldwide. The Company manufactures, markets, distributes and sells organic and natural products under brand names that are sold as “better-for-you” products, providing consumers with the opportunity to lead A Healthier Way of Life™. Hain Celestial is a leader in many organic and natural products categories, with many recognized brands in the various market categories it serves, including Almond Dream ® , Arrowhead Mills ® , Bearitos ® , Better Bean ® , BluePrint ® , Casbah ® , Celestial Seasonings ® , Clarks™, Coconut Dream ® , Cully & Sully ® , Danival ® , DeBoles ® , Earth’s Best ® , Ella’s Kitchen ® , Empire ® , Europe’s Best ® , Farmhouse Fare ™ , Frank Cooper’s ® , FreeBird ® , Gale’s ® , Garden of Eatin’ ® , GG UniqueFiber TM , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , Imagine ® , Johnson’s Juice Co. ® , Joya ® , Kosher Valley ® , Lima ® , Linda McCartney’s ® (under license), MaraNatha ® , Mary Berry (under license), Natumi ® , New Covent Garden Soup Co. ® , Orchard House ® , Plainville Farms ® , Rice Dream ® , Robertson’s ® , Rudi’s Gluten-Free Bakery ® , Rudi’s Organic Bakery ® , Sensible Portions ® , Spectrum Organics ® , Soy Dream ® , Sun-Pat ® , Sunripe ® , SunSpire ® , Terra ® , The Greek Gods ® , Tilda ® , Walnut Acres ® , WestSoy ® , Yorkshire Provender ® , Yves Veggie Cuisine ® and William’s™. The Company’s personal care products are marketed under the Alba Botanica ® , Avalon Organics ® , Earth’s Best ® , JASON ® , Live Clean ® and Queen Helene ® brands. During fiscal year 2016, the Company commenced a strategic review, called “Project Terra,” that resulted in the Company redefining its core platforms, starting with the United States segment, for future growth based upon consumer trends to create and inspire A Healthier Way of Life™. In addition, beginning in fiscal year 2017, the Company launched Cultivate Ventures (“Cultivate”), a venture unit with a twofold purpose: (i) to strategically invest in the Company’s smaller brands in high potential categories such as BluePrint ® cold-pressed juices, SunSpire ® chocolates and DeBoles ® pasta by giving those products a dedicated, creative focus for refresh and relaunch; and (ii) to incubate small acquisitions until they reach the scale for the Company’s core platforms. See Note 19, Segment Information, for information on the Company’s operating and reportable segments and the effect the formation of Cultivate had thereon. Another key initiative from Project Terra was the identification of global cost savings, as well as removing complexities from the business. Under this plan, the Company aims to achieve $350 million in global savings by fiscal 2020, a portion of which the Company intends to reinvest into its brands. This review includes streamlining the Company’s manufacturing plants, co-packers and supply chain, eliminating served categories or brands within categories and product rationalization initiatives which are aimed at eliminating slow moving stock-keeping units (“SKUs”). During fiscal 2018, the Company initiated a SKU rationalization, which included the removal of over 400 SKUs for a total of over 1,100 SKUs to date identified as part of Project Terra. Additionally, the Company, with the assistance of outside consultants, engaged in an evaluation of its trade investment in the United States segment. Based on this assessment, the Company determined that its trade investment could be utilized more effectively, and therefore, beginning in fiscal 2017, the Company developed plans to shift from a model of investing in trade at the non-consumer facing level to more consumer facing activities. Discontinued Operations In March 2018, the Company’s Board of Directors approved a plan to sell all of the operations of the Hain Pure Protein Corporation (“HPPC”) and EK Holdings, Inc. (“Empire”) operating segments, which are reported in the aggregate as the Hain Pure Protein reportable segment. These dispositions are being undertaken to reduce complexity in the Company’s operations and simplify the Company’s brand portfolio, in addition to allowing additional flexibility to focus on opportunities for growth and innovation in the Company’s more profitable and faster growing core businesses. Collectively, these dispositions represent a strategic shift that will have a major impact on the Company’s operations and financial results and have been accounted for as discontinued operations. See Note 5, Discontinued Operations, for additional information. Changes in Segments Effective July 1, 2017, due to changes to the Company’s internal management and reporting structure, the United Kingdom operations of the Ella’s Kitchen ® brand (“Ella’s Kitchen UK”), which was previously included within the United States reportable segment, became a separate operating segment and was aggregated within the United Kingdom reportable segment. See Note 19, Segment Information , for additional information on the Company’s operating and reportable segments. Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net income includes the Company’s equity in the current earnings or losses of such companies. Unless otherwise indicated, references in these consolidated financial statements to 2018 , 2017 and 2016 or “fiscal” 2018 , 2017 and 2016 or other years refer to our fiscal year ended June 30 of that respective year and references to 2019 or “fiscal” 2019 refer to our fiscal year ending June 30, 2019 . Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. Discontinued Operations The financial statements separately report discontinued operations and the results of continuing operations (See Note 5). All footnotes exclude discontinued operations unless otherwise noted. Use of Estimates The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. These estimates include, among others, revenue recognition, trade promotions and sales incentives, valuation of accounts and chargeback receivables, accounting for acquisitions, valuation of long-lived assets, goodwill and intangible assets, stock-based compensation, and valuation allowances for deferred tax assets. We believe in the quality and reasonableness of our critical accounting estimates; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have consistently applied. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Practices | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Cash and Cash Equivalents The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Revenue Recognition Sales are recognized when the earnings process is complete, which occurs when the product is shipped in accordance with the terms of agreements, title and risk of loss transfers to the customer, collection is probable and pricing is fixed or determinable. Net sales include shipping and handling charges billed to the customer and are reported net of discounts, trade promotions and sales incentives, consumer coupon programs and other costs, including estimated allowances for returns, allowances and discounts associated with aged or potentially unsalable product, and prompt pay discounts. During the fourth quarter of fiscal 2016, the Company identified the practice of granting additional concessions to certain distributors in the United States and commenced an internal accounting review in order to (i) determine whether the revenue associated with those concessions was accounted for in the correct period and (ii) evaluate its internal control over financial reporting. The Audit Committee of the Company’s Board of Directors separately conducted an independent review of these matters and retained independent counsel to assist in their review. On November 16, 2016, the Company announced that the independent review of the Audit Committee was completed and that the review found no evidence of intentional wrongdoing in connection with the preparation of the Company’s financial statements. Management’s accounting review included consideration of certain side agreements and concessions provided to distributors in the United States in fiscal 2016, including payment terms beyond the customer’s standard terms, rights of return of product and post-sale concessions, most of which were associated with sales that occurred at the end of the quarter. It had been the Company’s policy to record revenue related to these distributors when title of the product transfers to the distributor. The Company concluded that its historical accounting policy for these distributors was appropriate as the sales price is fixed or determinable at the time ownership transfers to these distributors, based on the Company’s ability to make a reasonable estimate of future returns and certain concessions at the time of shipment. Trade Promotions and Sales Incentives Trade promotions and sales incentives include price discounts, slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons and are used to support sales of the Company’s products. These incentives are deducted from our net sales to determine reported net sales. The recognition of expense for these programs involves the use of judgment related to performance and redemption estimates. Differences between estimated expense and actual redemptions are normally insignificant and recognized as a change in estimate in the period such change occurs. Trade Promotions . Accruals for trade promotions are recorded primarily at the time a product is sold to the customer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. Coupon Redemption . Coupon redemption costs are accrued in the period in which the coupons are offered, based on estimates of redemption rates that are developed by management. Management estimates are based on recommendations from independent coupon redemption clearing-houses as well as on historical information. Should actual redemption rates vary from amounts estimated, adjustments to accruals may be required. Valuation of Accounts and Chargebacks Receivable and Concentration of Credit Risk The Company routinely performs credit evaluations on existing and new customers. The Company applies reserves for delinquent or uncollectible trade receivables based on a specific identification methodology and also applies an additional reserve based on the experience the Company has with its trade receivables aging categories. Credit losses have been within the Company’s expectations in recent years. While one of the Company’s customers represented approximately 11% and 12% of trade receivables balances as of June 30, 2018 and 2017 , the Company believes there is no significant or unusual credit exposure at this time. Based on cash collection history and other statistical analysis, the Company estimates the amount of unauthorized deductions customers have taken that we expect will be collected and repaid in the near future and records a chargeback receivable. Differences between estimated collectible receivables and actual collections are recognized in earnings in the period such differences are determined. Sales to one customer and its affiliates approximated 11% , 12% and 12% of net sales during the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. Sales to a second customer and its affiliates approximated 11% , 11% and 12% of net sales during the fiscal years ended June 30, 2018 , 2017 , and 2016 , respectively. In addition, cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand. Inventory Inventory is valued at the lower of cost or market, utilizing the first-in, first-out method. The Company provides write-downs for finished goods expected to become non-saleable due to age and specifically identifies and provides for slow moving or obsolete raw ingredients and packaging. Property, Plant and Equipment Property, plant and equipment is carried at cost and depreciated or amortized on a straight-line basis over the estimated useful lives or lease term (for leasehold improvements), whichever is shorter. The Company believes the useful lives assigned to our property, plant and equipment are within ranges generally used in consumer products manufacturing and distribution businesses. The Company’s manufacturing plants and distribution centers, and their related assets, are reviewed when impairment indicators are present by analyzing underlying cash flow projections. The Company believes no impairment of the carrying value of such assets exists other than as disclosed under Note 8, Property, Plant and Equipment, Net, and Note 5, Discontinued Operations . Ordinary repairs and maintenance costs are expensed as incurred. The Company utilizes the following ranges of asset lives: Buildings and improvements 10 - 40 years Machinery and equipment 3 - 20 years Furniture and fixtures 3 - 15 years Leasehold improvements are amortized over the shorter of the respective initial lease term or the estimated useful life of the assets, and generally range from 3 to 15 years. Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other intangible assets with indefinite useful lives are not amortized but rather are tested at least annually for impairment, or when circumstances indicate that the carrying amount of the asset may not be recoverable. The Company performs its annual test for impairment at the beginning of the fourth quarter of its fiscal year. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a two-step quantitative impairment test. The impairment test for goodwill requires the Company to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a blended analysis of a discounted cash flow model and a market valuation approach to determine the fair values of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the Company would then compare the carrying value of the goodwill to its implied fair value in order to determine the amount of the impairment, if any. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. Fair value is determined based on a relief from royalty method that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. If the fair value is less than the carrying value, the asset is reduced to fair value. See Note 9, Goodwill and Other Intangible Assets for information on goodwill and intangibles impairment charges. Cost of Sales Included in cost of sales are the cost of products sold, including the costs of raw materials and labor and overhead required to produce the products, warehousing, distribution, supply chain costs, as well as costs associated with shipping and handling of our inventory. Foreign Currency Translation and Remeasurement The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s international operations are reported as a component of Accumulated other comprehensive income/(loss) in the Company’s consolidated balance sheets. Gains and losses arising from intercompany foreign currency transactions that are of a long-term nature are reported in the same manner as translation adjustments. Gains and losses arising from intercompany foreign currency transactions that are not of a long-term nature and certain transactions of the Company’s subsidiaries which are denominated in currencies other than the subsidiaries’ functional currency are recognized as incurred in Other (income)/expense, net in the Consolidated Statements of Income. Gain on Recovery of Insurance Proceeds On October 25, 2014, a fire occurred at our Tilda rice milling facility in the United Kingdom. As a result, the Company recognized a gain of $9,752 , representing the excess of the insurance proceeds over the net book value of fixed assets destroyed in the fire. The milling facility was fully functional at the end of the third quarter of fiscal 2016. Selling, General and Administrative Expenses Included in selling, general and administrative expenses are advertising costs, promotion costs not paid directly to the Company’s customers, salary and related benefit costs of the Company’s employees in the finance, human resources, information technology, legal, sales and marketing functions, facility related costs of the Company’s administrative functions, research and development costs, and costs paid to consultants and third party providers for related services. Research and Development Costs Research and development costs are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated financial statements. Research and development costs amounted to $9,696 in fiscal 2018 , $10,130 in fiscal 2017 and $11,354 in fiscal 2016 , consisting primarily of personnel related costs. The Company’s research and development expenditures do not include the expenditures on such activities undertaken by co-packers and suppliers who develop numerous products on behalf of the Company and on their own initiative with the expectation that the Company will accept their new product ideas and market them under the Company’s brands. Advertising Costs Advertising costs, which are included in selling, general and administrative expenses, amounted to $35,138 in fiscal 2018 , $30,333 in fiscal 2017 and $24,835 in fiscal 2016 . Such costs are expensed as incurred. Income Taxes The Company follows the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities at enacted rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided for deferred tax assets to the extent it is more likely than not that the deferred tax assets will not be recoverable against future taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process prescribed by the authoritative guidance. The first step requires the Company to determine if the weight of available evidence indicates that the tax position has met the threshold for recognition; therefore, the Company must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires the Company to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates the uncertain tax positions each period based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Depending on the jurisdiction, such a change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company records interest and penalties in the provision for income taxes. Fair Value of Financial Instruments The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. At June 30, 2018 and 2017 , the Company had $99 and $21,800 , respectively, invested in money market funds, which are classified as cash equivalents. At June 30, 2018 and 2017 , the carrying values of financial instruments such as accounts receivable, accounts payable, accrued expenses and other current liabilities, as well as borrowings under our credit facility and other borrowings, approximated fair value based upon either the short-term maturities or market interest rates of these instruments. Derivative Instruments The Company utilizes derivative instruments, principally foreign exchange forward contracts, to manage certain exposures to changes in foreign exchange rates. The Company’s contracts are hedges for transactions with notional balances and periods consistent with the related exposures and do not constitute investments independent of these exposures. These contracts, which are designated and documented as cash flow hedges, qualify for hedge accounting treatment in accordance with ASC 815, Derivatives and Hedging . Exposure to counterparty credit risk is considered low because these agreements have been entered into with high quality financial institutions. All derivative instruments are recognized on the balance sheet at fair value. The effective portion of changes in the fair value of derivative instruments that qualify for hedge accounting treatment are recognized in stockholders’ equity as a component of Accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Changes in the fair value of fair value hedges, derivatives that do not qualify for hedge accounting treatment, as well as the ineffective portion of any cash flow hedges, are recognized currently in earnings as a component of Other (income)/expense, net in the accompanying financial statements. Stock-Based Compensation The Company has employee and director stock-based compensation plans. The fair value of stock-based compensation awards is recognized as an expense over the vesting period using the straight-line method. For awards that contain a market condition, expense is recognized over the derived service period using a Monte Carlo simulation model. For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods. Compensation expense is recognized for only that portion of stock-based awards that are expected to vest. Therefore, estimated forfeiture rates that are derived from historical employee termination activity are applied to reduce the amount of compensation expense recognized. If the actual forfeitures differ from the estimate, additional adjustments to compensation expense may be required in future periods. The Company receives an income tax deduction in certain tax jurisdictions for restricted stock grants when they vest and for stock options exercised by employees equal to the excess of the market value of our common stock on the date of exercise over the option price. Excess tax benefits (tax benefits resulting from tax deductions in excess of compensation cost recognized) are classified as a cash flow provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Valuation of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets, other than goodwill and intangible assets with indefinite lives, held and used in the business when events and circumstances occur indicating that the carrying amount of the asset may not be recoverable. An impairment test is performed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. Once such impairment test is performed, a loss is recognized based on the amount, if any, by which the carrying value exceeds the estimated fair value for assets to be held and used. See Note 8, Property, Plant and Equipment , Net, and Note 5, Discontinued Operations, for information on long-lived asset impairment charges. Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Newly Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU, among other things, changes the treatment of share-based payment transactions by recognizing the impact of excess tax benefits or deficiencies related to exercised or vested awards in income tax expense in the period of exercise or vesting, instead of additional paid in capital. The updated guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted this new guidance effective July 1, 2017. As a result of this adoption: • 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. Recently Issued Accounting Pronouncements Not Yet Effective In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The ASU is required to be applied on a prospective basis to all new awards granted after the date of adoption. In addition, any liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date should be remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the year of adoption. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2018-07. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The ASU expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-12. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance is effective for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-09. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairments tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-04. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-01. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . Currently, U.S. GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. ASU 2016-16 states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for public companies in fiscal years beginning after December 15, 2017. Early adoption is permitted. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-16. In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force). ASU 2016-15 provides guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The new standard is effective for public companies in fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-15. In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other issues. In addition, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional (and optional) transition method to adopt the new leases standard. Under the new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, continue to report comparative periods presented in the financial statements in the period of adoption in accordance with current U.S. GAAP (i.e., ASC 840, Leases) and provide the required disclosures under ASC 840 for all periods presented under current U.S. GAAP. Further ASU 2018-11 contains a new practical expedient that allows lessors to avoid separating lease and associated non-lease components within a contract if certain criteria are met. The guidance in ASUs 2016-02, 2018-10 and 2018-11 is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently assessing the impact the new standard will have on our consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-01. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers, providing a single five-step model to be applied to all revenue transactions. The guidance also requires improved disclosures to assist users of the financial statements to better understand the nature, amount, timing and uncertainty of revenue that is recognized. Subsequent to the issuance of ASU 2014-09, the FASB issued various additional ASUs clarifying and amending this new revenue guidance. The guidance is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. We evaluated the impact of the new standard on certain common practices currently employed by us and by other manufacturers of consumer products, such as scan-based trading, product rebates and other pricing allowances, product returns, trade promotions, sales broker commissions and slotting fees. Based on the results of our assessment, we determined that our current accounting practices for these activities is consistent with the requirements under the new revenue guidance and that there will not be any material changes to the nature, timing or amount of revenue recognition for these activities upon adoption. We adopted the new guidance on July 1, 2018 using the modified retrospective transition method. Based on the results of our assessment as described above, the adoption of ASU 2014-09 is not expected to materially impact our results of operations or financial position. |
Chief Executive Officer Success
Chief Executive Officer Succession Plan | 12 Months Ended |
Jun. 30, 2018 | |
Compensation Related Costs [Abstract] | |
Chief Executive Officer Succession Plan | CHIEF EXECUTIVE OFFICER SUCCESSION PLAN On June 25, 2018, Hain announced a Chief Executive Officer (“CEO”) succession plan, whereby the current CEO, Irwin D. Simon, will terminate employment with the Company upon the hiring of a new CEO. Following the hiring of a new CEO, Mr. Simon will become Non-Executive Chairman of the Board of Directors for a transition period. Under the terms of the Succession Agreement (the “Agreement”), Mr. Simon’s employment with the Company will terminate on the date immediately prior to the first date of employment of a new CEO of the Company to be appointed by the Company’s Board of Directors (the “Succession Date”). Prior to the Succession Date, Mr. Simon will continue his position as President and CEO and will assist the Board of Directors in the identification and hiring of a successor to his position during this period. Cash Separation Payments The Agreement provides for a cash separation payment of $34,294 payable in a single lump sum and cash benefits continuation costs of $209 . These costs are being recognized over the term of the Company’s best estimate of the Succession Date, currently estimated to occur no later than December 31, 2018. Expense recognized in connection with these payments was $1,453 in the twelve months ended June 30, 2018. Long Term Incentive Award Mr. Simon was granted 164 total shareholder return (“TSR”) performance based awards on September 26, 2017. The performance period will end on June 30, 2019. Under the Agreement, he will be entitled to compensation if the TSR components are met. The Agreement modifies Mr. Simon’s award such that his award went from improbable of being earned to probable since the Agreement allows him to be eligible for the award while he is no longer an employee. Accordingly, the Company determined that a Type III modification pursuant to ASC 718 has occurred. Therefore, in accordance with ASC 718, the Company determined the fair value of the replacement award as of the modification date, utilizing the Monte Carlo valuation model. As a result, the fair value of the TSR performance based awards granted on September 26, 2017 was reduced from $31.60 per share to $3.19 per share based on the lower likelihood of attainment, resulting in revised expense of $524 , which will be amortized on a straight-line basis from June 24, 2018 through the estimated Succession Date. In the fiscal year ended June 30, 2018, the Company reversed the previously recognized stock-based compensation expense of $2,244 and recognized $22 of stock-based compensation expense associated with the modified grant, resulting in a net reduction to stock-based compensation expense of $2,222 in the twelve months ended June 30, 2018 associated with the modification of this grant. Accelerated Stock Compensation The Agreement allows for acceleration of vesting of all service-based awards outstanding at the Succession Date. In connection with these accelerations, the Company expects to recognize additional stock-based compensation expense of $445 ratably through the Succession Date, of which $19 was recognized in the twelve months ended June 30, 2018. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: 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 Basic earnings per share excludes the dilutive effects of stock options, unvested restricted stock and unvested restricted share units. Diluted earnings per share includes the dilutive effects of common stock equivalents such as stock options and unvested restricted stock awards. The Company used income from continuing operations as the control number in determining whether potential common shares were dilutive or anti-dilutive. The same number of potential common shares used in computing the diluted per share amount from continuing operations was also used in computing the diluted per share amounts from discontinued operations even if those amounts were anti-dilutive. There were 560 , 271 and 282 stock-based awards excluded from our diluted earnings per share calculations for the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. Additionally, 4 and 12 restricted stock awards were excluded from our diluted earnings per share calculation for the fiscal years ended June 30, 2018 and 2017, as such awards were antidilutive. There were no antidilutive awards excluded from our diluted earnings per share calculations for the fiscal year ended June 30, 2016 . Share Repurchase Program On June 21, 2017, the Company's Board of Directors authorized the repurchase of up to $250,000 of the Company’s issued and outstanding common stock. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, including the Company’s historical strategy of pursuing accretive acquisitions. The Company did not repurchase any shares under this program in fiscal 2018 or 2017, and accordingly, as of the end of fiscal 2018, we had $250,000 of remaining capacity under our share repurchase program. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | DISCONTINUED OPERATIONS In March 2018, the Company’s Board of Directors approved a plan to sell all of the operations of the HPPC and Empire operating segments, which are reported in the aggregate as the Hain Pure Protein reportable segment. Collectively, these dispositions represent a strategic shift that will have a major impact on the Company’s operations and financial results and have been accounted for as discontinued operations. The Company is actively marketing the sale of Hain Pure Protein, and a sale is anticipated to occur within twelve months of the Board of Directors’ approval, which occurred in March 2018. The Company is presenting the operating results and cash flows of Hain Pure Protein within discontinued operations in the current and prior periods. The assets and liabilities of Hain Pure Protein are presented as assets and liabilities of discontinued operations in the Consolidated Balance Sheets for all periods presented. The fair value of the Hain Pure Protein operating segments was determined based on a combination of the expected net proceeds upon sale and a discounted cash flow analysis. We completed an initial assessment of the assets and liabilities of the Hain Pure Protein operating segments and based on our best estimates as of the date of issuance of financial results for the third quarter of the fiscal year ended June 30, 2018, no impairment was indicated. In the three months ended June 30, 2018, results for HPPC (which comprises the Plainville and FreeBird brands) were below our projections. The fourth quarter results, as well as negative market conditions in the sector, required the Company to reduce the internal projections for the business, which resulted in the Company lowering the projected long-term growth rate and profitability levels for HPPC. Accordingly, the updated projections indicated that the fair value of the HPPC business is below carrying value. As a result, the Company recorded a reserve of $78,464 to adjust the carrying value of Hain Pure Protein to its fair value, less its cost to sell, which is reflected in Net (loss) income from discontinued operations, net of taxes. The following table presents the major classes of Hain Pure Protein’s line items constituting the “Net (loss) income from discontinued operations, net of tax” in our Consolidated Statements of Income: 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 Included above within (Benefit) provision for income taxes for the year ended June 30, 2018 is a $20,166 deferred tax benefit arising from asset impairment charges and a $12,250 deferred tax liability related to Hain Pure Protein being classified as held for sale. Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of June 30, 2018 and June 30, 2017 are included in the following table: Assets June 30, June 30, 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 * The assets and liabilities of Hain Pure Protein are classified as current on the June 30, 2018 Consolidated Balance Sheet because it is probable that the sale will occur within the next twelve months of the Board of Directors’ approval. |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS The Company accounts for acquisitions in accordance with ASC 805, Business Combinations . The results of operations of the acquisitions have been included in the consolidated results from their respective dates of acquisition. The purchase price of each acquisition is allocated to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. Acquisitions may include contingent consideration, the fair value of which is estimated on the acquisition date as the present value of the expected contingent payments, determined using weighted probabilities of possible payments. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on Company specific information and projections which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The excess of the purchase price over the fair value of the identified assets and liabilities has been recorded as goodwill. The costs related to all acquisitions have been expensed as incurred and are included in “Acquisition related expenses, restructuring, integration and other charges” in the Consolidated Statements of Income. Acquisition-related costs of $409 , $2,035 and $3,679 were expensed in the fiscal years ended June 30, 2018 , 2017 and 2016 , respectively. The expenses incurred primarily related to professional fees and other transaction related costs associated with our recent acquisitions. Fiscal 2018 On December 1, 2017, the Company acquired Clarks UK Limited (“Clarks”), a leading maple syrup and natural sweetener brand in the United Kingdom. Clarks produces natural sweeteners under the Clarks TM brand, including maple syrup, honey and carob, date and agave syrups, which are sold in leading retailers and used by food service and industrial customers in the United Kingdom. Consideration for the transaction, inclusive of a subsequent working capital adjustment, consisted of cash, net of cash acquired, totaling £9,179 (approximately $12,368 at the transaction date exchange rate). Additionally, contingent consideration of up to a maximum of £1,500 is payable based on the achievement of specified operating results over the 18 -month period following completion of the acquisition. Clarks is included in our United Kingdom operating segment. The purchase price allocation is based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period as valuation is finalized. Net sales and income before income taxes attributable to the Clarks acquisition included in our consolidated results represented less than 1% of our consolidated results. Fiscal 2017 On June 19, 2017, the Company acquired Sonmundo, Inc. d/b/a The Better Bean Company (“Better Bean”), which offers prepared beans and bean-based dips sold in refrigerated tubs under the Better Bean TM brand. Consideration for the transaction consisted of cash, net of cash acquired, totaling $3,434 . Additionally, contingent consideration of up to a maximum of $4,000 is payable based on the achievement of specified operating results over the three -year period following the closing date. Better Bean is included in our Cultivate operating segment, which is part of Rest of World. Net sales and income before income taxes attributable to the Better Bean acquisition and included in our consolidated results were less than 1% of consolidated results. On April 28, 2017, the Company acquired The Yorkshire Provender Limited (“Yorkshire Provender”), a producer of premium branded soups based in North Yorkshire in the United Kingdom. Yorkshire Provender supplies leading retailers, on-the-go food outlets and food service providers in the United Kingdom. Consideration for the transaction consisted of cash, net of cash acquired, totaling £12,465 (approximately $16,110 at the transaction date exchange rate). Additionally, contingent consideration of up to a maximum of £1,500 is payable based on the achievement of specified operating results at the end of the three -year period following the closing date. Yorkshire Provender is included in our United Kingdom operating and reportable segment. Net sales and income before income taxes attributable to Yorkshire Provender and included in our consolidated results were less than 1% of consolidated results. Fiscal 2016 On December 21, 2015, the Company acquired Orchard House Foods Limited (“Orchard House”), a leader in pre-cut fresh fruit, juices, fruit desserts and ingredients with facilities in Corby and Gateshead in the United Kingdom. Orchard House supplies leading retailers, on-the-go food outlets, food service providers and manufacturers in the United Kingdom. Consideration for the transaction consisted of cash, net of cash acquired, totaling £76,923 (approximately $114,113 at the transaction date exchange rate). The acquisition was funded with borrowings under the Credit Agreement (as defined in Note 11, Debt and Borrowings ). Additionally, contingent consideration of up to £3,000 was potentially payable to the sellers based on the outcome of a review by the Competition and Markets Authority (“CMA”) in the United Kingdom. As a result of this review, the Company agreed to divest certain portions of its own-label juice business in the fourth quarter of fiscal 2016. On September 15, 2017 , the contingent consideration obligation referenced above was settled in the amount of £1,500 . Orchard House is included in the United Kingdom operating and reportable segment. Net sales and income before income taxes attributable to the Orchard House acquisition and included in our consolidated results were $88,580 and $4,622 , respectively, for the fiscal year ended June 30, 2016. On July 24, 2015, the Company acquired Formatio Beratungs- und Beteiligungs GmbH and its subsidiaries (“Mona”), a leader in plant-based foods and beverages with facilities in Germany and Austria. Mona offers a wide range of organic and natural products under the Joya ® and Happy ® brands, including soy, oat, rice and nut based drinks as well as plant-based yogurts, desserts, creamers, tofu and private label products, sold to leading retailers in Europe, primarily in Austria and Germany and eastern European countries. Consideration for the transaction consisted of cash, net of cash acquired, totaling €22,753 (approximately $24,948 at the transaction date exchange rate) and 240 shares of the Company’s common stock valued at $16,308 . Also included in the acquisition was the assumption of net debt totaling €16,252 . The cash portion of the purchase price was funded with borrowings under our Credit Agreement. Mona is included in the Europe operating segment which is part of Rest of World. Net sales and income before income taxes attributable to the Mona acquisition and included in our consolidated results were $58,767 and $3,464 , respectively, for the fiscal year ended June 30, 2016. The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Identifiable intangible assets acquired consisted of customer relationships valued at $58,726 with a weighted average estimated useful life of 15 years and trade names valued at $10,965 with indefinite lives. The acquisition resulted in goodwill, which represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including use of the Company’s existing infrastructure to expand sales of the acquired business’ products and to expand sales of the Company’s existing products into new regions. The goodwill recorded as a result of these acquisitions is not expected to be deductible for tax purposes. The following table provides unaudited pro forma results of continuing operations for the fiscal years ended June 30, 2016 as if the acquisitions of Orchard House and Mona had been completed at the beginning of fiscal 2016. The information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results. 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 |
Inventories
Inventories | 12 Months Ended |
Jun. 30, 2018 | |
Inventory, Net [Abstract] | |
Inventories | INVENTORIES Inventories consisted of the following: June 30, June 30, Finished goods $ 231,926 $ 214,547 Raw materials, work-in-progress and packaging 159,599 127,448 $ 391,525 $ 341,995 At each period end, inventory is reviewed to ensure that it is recorded at the lower of cost or net realizable value. In the third quarter of fiscal 2018, the Company recorded an inventory write-down of $4,913 in connection with the discontinuance of slow moving SKUs as part of a product rationalization initiative. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: June 30, June 30, 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 Depreciation expense for the fiscal years ended June 30, 2018 , 2017 , and 2016 was $33,973 , $33,558 and $32,641 , respectively. During fiscal 2018 , the Company determined that it was more likely than not that certain fixed assets at three of its manufacturing facilities would be sold or otherwise disposed of before the end of their estimated useful lives due to the Company’s decision to utilize third-party manufacturers for two facilities in the United States and to consolidate manufacturing of certain soup products in the United Kingdom. As such, the Company recorded a $6,344 non-cash impairment charge primarily related to the closures of these facilities and included $3,767 as assets held for sale within “Prepaid expenses and other current assets” in its June 30, 2018 Consolidated Balance Sheet. In connection with the planned closure of the facility in the United Kingdom, the Company expects to incur up to approximately $4,800 over the next twelve months, consisting primarily of costs associated with the early termination of an existing operating lease and employee severance costs. Additionally, the Company discontinued additional slow moving SKUs in the United States as part of a product rationalization initiative. As a result, expected future cash flows are not expected to support the carrying value of certain machinery and equipment used to manufacture these products. As such, the Company recorded a $2,057 non-cash impairment charge to write down the value of these assets to fair value and included $686 as assets held for sale within “Prepaid expenses and other current assets” in its June 30, 2018 Consolidated Balance Sheet. In fiscal 2017, the Company determined that it was more likely than not that certain fixed assets at one of its manufacturing facilities in the United Kingdom would be sold or otherwise disposed of before the end of their estimated useful lives due to the Company’s decision to exit its own-label chilled desserts business over the next twelve months. As such, the Company recorded a $23,712 non-cash impairment charge related to the long-lived assets associated with the own-label chilled desserts business to their estimated fair values, which was equal to its salvage value. Additionally, the Company recorded a $2,661 non-cash impairment charge related to fixed assets in the United States. In fiscal 2016, the Company recorded a $3,476 non-cash impairment charge related to long-lived assets associated with the divestiture of certain portions of its own-label juice business in connection with its acquisition of Orchard House in the United Kingdom. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table shows the changes in the carrying amount of goodwill by business segment: 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 (a) The total carrying value of goodwill is reflected net of $126,577 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment and $29,219 related to the Company’s Europe operating segment. (b) Effective July 1, 2016, due to changes to the Company’s internal management and reporting structure resulting from the formation of Cultivate, certain brands previously included within the United States operating segment were moved to Cultivate, a new operating segment. Goodwill of $16,377 was reallocated to Rest of World in connection with this change. (c) Effective July 1, 2017, due to changes to the Company’s internal management and reporting structure, the United Kingdom operations of the Ella’s Kitchen® brand, which was previously included within the United States reportable segment, was moved to the United Kingdom reportable segment. Goodwill totaling $35,519 was reallocated to the United Kingdom reportable segment in connection with this change. The change in operating segments was deemed a triggering event, resulting in the Company performing an interim goodwill impairment analysis on the reporting units impacted by this segment change as of immediately before and immediately after the change. There were no impairment indicators resulting from this analysis, which was performed in the first quarter of fiscal 2018. See Note 1 , Business, and Note 19 , Segment Information, for additional information on the Company’s operating and reportable segments. (d) The total carrying value of goodwill is reflected net of $134,277 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment, $29,219 related to the Company’s Europe operating segment and $7,700 related to the Company’s Cultivate operating segment. Additions during the fiscal year ended June 30, 2018 were due to the acquisition of Clarks on December 1, 2017. The additions during fiscal year ended June 30, 2017 were due to the acquisitions of Better Bean and Yorkshire Provender on June 19, 2017 and April 28, 2017, respectively. Beginning in the third quarter of fiscal 2018, operations of Hain Pure Protein have been classified as discontinued operations as discussed in Note 5, Discontinued Operations . Therefore, goodwill associated with Hain Pure Protein is presented as assets of discontinued operations in the consolidated financial statements. The Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2018, in conjunction with its budgeting and forecasting process for fiscal year 2019, and concluded that no indicators of impairment existed at any of its reporting units except for its Cultivate reporting unit, which is included in the Rest of World. Based on the step one analysis performed, the Company concluded that the fair value of the Cultivate reporting unit was below its carrying value, indicating that the second step of the impairment test was necessary. The decline in the estimated fair value in the Cultivate reporting unit was primarily the result of lowered projected long-term revenue growth rates and profitability levels. Under the second step, the carrying value of the Cultivate reporting unit’s goodwill was compared to the implied fair value of that goodwill. The implied fair value of goodwill was determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation and the residual fair value after this allocation is the implied fair value of the reporting unit’s goodwill. As a result of the allocation, the carrying value of goodwill exceeded its residual fair value. Accordingly, the Company recognized goodwill impairment of $7,700 in the fiscal year ended June 30, 2018. As indicators of impairment existed within the Cultivate reporting unit, the Company performed an assessment of the recoverability for other long-lived assets, such as property, plant and equipment and finite-lived intangibles assets, namely customer relationships. The Company performed an assessment of the recoverability in accordance with the general valuation requirements set forth under ASC Topic 360 - Accounting for the Impairment of Long-Lived Assets . The result of this assessment indicated that no impairment existed for these assets. Other Intangible Assets The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization: June 30, June 30, 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 (a) The gross carrying value of trademarks and trade names is reflected net of $65,834 and $60,202 of accumulated impairment charges for the fiscal years ended June 30, 2018 and 2017 , respectively. Indefinite-lived intangible assets, which are not amortized, consist primarily of acquired trade names and trademarks. Indefinite-lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill. In assessing fair value, the Company utilizes a “relief from royalty” methodology. This approach involves two steps: (i) estimating the royalty rates for each trademark and (ii) applying these royalty rates to a projected net sales stream and discounting the resulting cash flows to determine fair value. If the carrying value of the indefinite-lived intangible assets exceeds the fair value of the asset, the carrying value is written down to fair value in the period identified. The result of this assessment for the year ended June 30, 2018 indicated that the fair value of certain of the Company’s trade names was below their carrying value, and therefore an impairment charge of $5,632 was recognized ( $5,100 in the Rest of World and $532 in the United Kingdom segment) during the fiscal year ended June 30, 2018 . During the fiscal year ended June 30, 2017 , an impairment charge of $14,079 ( $7,579 in the United Kingdom segment and $6,500 in the United States segment) related to certain of the Company’s trade names was recognized. Amortizable intangible assets, which are deemed to have a finite life, primarily consist of customer relationships and are being amortized over their estimated useful lives of 3 to 25 years. Amortization expense included in continuing operations was as follows: Fiscal Year Ended June 30, 2018 2017 2016 Amortization of intangible assets $ 18,202 $ 16,988 $ 17,544 Expected amortization expense over the next five fiscal years is as follows: Fiscal Year Ending June 30, 2019 2020 2021 2022 2023 Estimated amortization expense $ 15,675 $ 14,379 $ 13,913 $ 13,209 $ 12,620 The weighted average remaining amortization period of amortized intangible assets is 10.1 years . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: June 30, June 30, 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 |
Debt and Borrowings
Debt and Borrowings | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt and Borrowings | DEBT AND BORROWINGS Debt and borrowings consisted of the following: June 30, June 30, 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 Credit Agreement On February 6, 2018, the Company entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”), which amended and restated the Second Amended and Restated Credit Agreement. The Credit Agreement provides for the extension of the Company’s existing $1,000,000 unsecured revolving credit facility through February 6, 2023 and provides for a $300,000 term loan. Under the Credit Agreement, the credit facility may be increased by an additional uncommitted $400,000 , provided certain conditions are met. Borrowings under the Credit Agreement may be used to provide working capital, finance capital expenditures and permitted acquisitions, refinance certain existing indebtedness and for other lawful corporate purposes. The Credit Agreement provides for multicurrency borrowings in Euros, Pounds Sterling and Canadian Dollars as well as other currencies which may be designated. In addition, certain wholly-owned foreign subsidiaries of the Company may be designated as co-borrowers. The Credit Agreement contains restrictive covenants, which are usual and customary for facilities of its type, and include, with specified exceptions, limitations on the Company’s ability to engage in certain business activities, incur debt, have liens, make capital expenditures, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The Credit Agreement also requires the Company to satisfy certain financial covenants, such as maintaining a consolidated interest coverage ratio (as defined in the Credit Agreement) of no less than 4.0 to 1.0 and a consolidated leverage ratio (as defined in the Credit Agreement) of no more than 3.5 to 1.0. The consolidated leverage ratio is subject to a step-up to 4.0 to 1.0 for the four full fiscal quarters following an acquisition. Obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company. As of June 30, 2018 , there were $401,852 and $296,250 of borrowings outstanding under the unsecured credit facility and term loan, respectively, and $8,976 letters of credit outstanding under the Credit Agreement. As of June 30, 2018 , $589,172 was available under the Credit Agreement, and the Company was in compliance with all associated covenants. The Credit Agreement provides that loans will bear interest at rates based on (a) the Eurocurrency Rate, as defined in the Credit Agreement, plus a rate ranging from 0.875% to 1.70% per annum; or (b) the Base Rate, as defined in the Credit Agreement, plus a rate ranging from 0.00% to 0.70% per annum, the relevant rate being the Applicable Rate. The Applicable Rate will be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement. Swing line loans and Global Swing Line loans denominated in U.S. dollars will bear interest at the Base Rate plus the Applicable Rate, and Global Swing Line loans denominated in foreign currencies shall bear interest based on the overnight Eurocurrency Rate for loans denominated in such currency plus the Applicable Rate. The weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2018 was 3.51% . Additionally, the Credit Agreement contains a Commitment Fee, as defined in the Credit Agreement, on the amount unused under the Credit Agreement ranging from 0.20% to 0.30% per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid. The term loan has required installment payments due on the last day of each fiscal quarter commencing June 30, 2018 in an amount equal to $3,750 and can be prepaid in whole or in part without premium or penalty. Credit Agreement Issuance Costs The Company incurred debt issuance costs of approximately $3,646 in connection with the Credit Agreement, which were deferred and are being amortized as interest expense over the term of the Credit Agreement. Of these deferred debt issuance costs, $2,891 were associated with the revolving credit facility and are being amortized on a straight-line basis within other assets on the Company’s Consolidated Balance Sheet, and $755 are being amortized on a straight-line basis, which approximates the effective interest method, as an adjustment to the carrying amount of term loan as a component of interest expense. Tilda Short-Term Borrowing Arrangements Tilda, a component of the Company’s United Kingdom reportable segment, maintains short-term borrowing arrangements primarily used to fund the purchase of rice from India and other countries. The maximum borrowings permitted under all such arrangements are £52,000 . Outstanding borrowings are collateralized by the current assets of Tilda, typically have six -month terms and bear interest at variable rates typically based on LIBOR plus a margin (weighted average interest rate of approximately 3.92% at June 30, 2018 ). As of June 30, 2018 , there were $9,338 of borrowings under these arrangements. Other Borrowings Other borrowings include a cash pool facility in Europe and an uncommitted revolving credit facility in India. The cash pool facility provides our Europe operating segment with sufficient liquidity to support the Company’s growth objectives within this segment. The maximum borrowings permitted under the cash pool arrangement are €12,500 . Outstanding borrowings bear interest at variable rates typically based on EURIBOR plus a margin of 1.10% (weighted average interest rate of approximately 1.10% at June 30, 2018 ). As of June 30, 2018 , there were $316 of borrowings under this facility. During the third quarter of fiscal 2018, Tilda Hain India Private Limited, our subsidiary residing in India, entered into an uncommitted revolving credit facility to fund its working capital needs. The maximum borrowings permitted under the arrangement are $4,000 . There were no amounts outstanding at June 30, 2018 . Maturities of all debt instruments at June 30, 2018 , are as follows: Due in Fiscal Year Amount 2019 $ 26,605 2020 16,988 2021 16,857 2022 15,339 2023 638,154 Thereafter 163 $ 714,106 Interest paid during the fiscal years ended June 30, 2018 , 2017 and 2016 amounted to $24,168 , $18,819 and $24,208 , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The components of income (loss) before income taxes and equity in earnings of equity-method investees were as follows: 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 The provision (benefit) for income taxes consisted of the following: Fiscal Year Ended June 30, 2018 2017 2016 Current: Federal $ (1,309 ) $ 18,331 $ 9,953 State and local 1,383 (293 ) 1,668 Foreign 20,542 14,884 14,737 20,616 32,922 26,358 Deferred: Federal (22,612 ) (3,198 ) 30,711 State and local 1,973 960 5,017 Foreign (864 ) (8,218 ) (2,635 ) (21,503 ) (10,456 ) 33,093 Total $ (887 ) $ 22,466 $ 59,451 For the fiscal year ended June 30, 2018, the Company paid cash for income taxes, net of refunds of $24,284 . Cash paid for income taxes, net of (refunds), during the fiscal years ended June 30, 2017 and 2016 amounted to $(2,900) and $44,225 , respectively. The reconciliation of the U.S. federal statutory rate to our effective rate on income before provision for income taxes was as follows: 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 % On December 22, 2017, the U.S. government enacted comprehensive tax legislation pursuant to the Tax Cuts and Jobs Act (the “Tax Act”), which significantly revised the ongoing U.S. corporate income tax law by lowering the U.S. federal corporate income tax rate from 35% to 21%, implementing a territorial tax system, imposing a one-time tax on foreign unremitted earnings and setting limitations on deductibility of certain costs (e.g., interest expense), among other things. Due to the complexities involved in accounting for the Tax Act, the U.S. Securities and Exchange Commission’s Staff Accounting Bulletin (“SAB”) 118 requires that the Company include in its financial statements a reasonable estimate of the impact of the Tax Act on earnings to the extent such reasonable estimate has been determined. Accordingly, the Company recorded the following reasonable estimates of the tax impact in its earnings for the fiscal year ended June 30, 2018. (a) For the fiscal year ended June 30, 2018, the Company accrued a $25,006 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). (b) For the fiscal year ended June 30, 2018, the Company accrued a reasonable estimate of $7,054 of tax expense for the Tax Act’s one-time transition tax on the foreign subsidiaries’ accumulated, unremitted earnings going back to 1986. The final impact on the Company from the Tax Act’s transition tax legislation may differ from the aforementioned reasonable estimate of $7,054 due to the complexity of calculating and supporting with primary evidence such U.S. tax attributes as accumulated foreign earnings and profits, foreign tax paid and other tax components involved in foreign tax credit calculations for prior years back to 1986. Such differences could be material, due to, among other things, changes in interpretations of the Tax Act, future legislative action to address questions that arise because of the Tax Act, changes in accounting standards for income taxes or related interpretations in response to the Tax Act, or any updates or changes to estimates the Company has utilized to calculate the transition tax's reasonable estimate. Pursuant to SAB 118, the Company is allowed a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. The Company will continue to calculate the impact of the Tax Act and will record any resulting tax adjustments during fiscal 2019. Additionally, the Company will elect to pay the transition tax in installments over a period of 8 years, pursuant to the guidance of the new Internal Revenue Code Section 965. The Tax Act also includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries. The Company will be subject to the GILTI provisions effective beginning July 1, 2018 and is in the process of analyzing its effects, including how to account for the GILTI provision from an accounting policy standpoint. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Deferred tax assets and liabilities consisted of the following: June 30, June 30, 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. At June 30, 2018 and 2017 , the Company had U.S. federal net operating loss (“NOL”) carryforwards of approximately $23,057 and $25,144 , respectively, the majority of which will not expire until 2033. Certain of these federal loss carryforwards are subject to Internal Revenue Code Section 382 which imposes limitations on utilization following certain changes in ownership of the entity generating the loss carryforward. The Company had foreign NOL carryforwards of approximately $30,065 and $43,306 at June 30, 2018 and 2017 , respectively, the majority of which are indefinite lived. At each of June 30, 2018 and 2017 , the Company had U.S. federal foreign tax credit carryforwards of approximately $877 , which have various expiration dates through 2020. As of June 30, 2018 , the Company has not provided for deferred taxes on the excess of financial reporting over the tax basis of investments in certain foreign subsidiaries in the amount of $32,967 as the Company plans to reinvest such earnings indefinitely outside the United States. If these earnings were repatriated in the future, additional income and withholding tax expense would be incurred. Due to complexities in the laws of the U.S. and foreign jurisdictions and the assumptions that would have to be made, it is not practicable to estimate the total amount of income taxes that would have to be provided on such earnings. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, we establish a valuation allowance. We have recorded valuation allowances in the amounts of $14,969 and $14,850 at June 30, 2018 and 2017 , respectively. The changes in valuation allowances against deferred income tax assets were as follows: 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 Unrecognized tax benefits activity, including interest and penalties, is summarized below: 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 As of June 30, 2018 , the Company had $6,730 of unrecognized tax benefits, of which $2,917 represents the amount that, if recognized, would impact the effective tax rate in future periods. As of June 30, 2017 and 2016 , the Company had $11,602 and $16,019 , respectively, of unrecognized tax benefits of which $6,409 and $10,826 , respectively, would impact the effective income tax rate in future periods. Accrued liabilities for interest and penalties were $82 and $460 at June 30, 2018 and 2017 , respectively. Interest and penalties (expense and/or benefit) are recorded as a component of the provision (benefit) for income taxes in the consolidated financial statements. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and several foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to fiscal 2015. However, to the extent we generated NOLs or tax credits in closed tax years, future use of the NOL or tax credit carryforward balance would be subject to examination within the relevant statute of limitations for the year in which utilized. The Company is no longer subject to tax examinations in the United Kingdom for years prior to fiscal 2015. Given the uncertainty regarding when tax authorities will complete their examinations and the possible outcomes of their examinations, a current estimate of the range of reasonably possible significant increases or decreases of income tax that may occur within the next twelve months cannot be made. Although there are various tax audits currently ongoing, the Company does not believe the ultimate outcome of such audits will have a material impact on the Company’s consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue “blank check” preferred stock of up to 5,000 shares with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other rights which could decrease the amount of earnings and assets available for distribution to holders of the Company’s Common Stock. At June 30, 2018 and 2017 , no preferred stock was issued or outstanding. Accumulated Other Comprehensive Income (Loss) The following table present the changes in accumulated other comprehensive income (loss): 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 . |
Stock-Based Compensation and In
Stock-Based Compensation and Incentive Performance Plans | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation and Incentive Performance Plans | STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS The Company has two shareholder-approved plans, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and the 2000 Directors Stock Plan, under which the Company’s officers, senior management, other key employees, consultants and directors may be granted options to purchase the Company’s common stock or other forms of equity-based awards. 2002 Long-Term Incentive and Stock Award Plan, as amended In November 2002, our stockholders approved the 2002 Long-Term Incentive and Stock Award Plan. An aggregate of 3,200 shares of common stock were originally reserved for issuance under this plan. At various Annual Meetings of Stockholders, including the 2014 Annual Meeting, the plan was amended to increase the number of shares issuable to 31,500 shares. The plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted share units, performance shares, performance share units and other equity awards to employees, directors and consultants. Awards denominated in shares of common stock other than options and stock appreciation rights will be counted against the available share limit as two and seven hundredths shares for every one share covered by such award. All of the options granted to date under the plan have been incentive or non-qualified stock options providing for the exercise price equal to the fair market price at the date of grant. Stock option awards granted under the plan expire seven years after the date of grant. Options and other stock-based awards vest in accordance with provisions set forth in the applicable award agreements. No awards shall be granted under this plan after November 20, 2024. As of June 30, 2018 , no options are outstanding under the plan. There were no options granted under this plan in fiscal years 2018 , 2017 or 2016 . There were 685 , 195 and 498 shares of restricted stock and restricted share units granted under this plan during fiscal years 2018 , 2017 and 2016 , respectively. Included in these grants during fiscal years 2018 , 2017 and 2016 were 307 , 0 and 366 , respectively, of restricted stock and restricted share units granted under the Company’s long-term incentive programs, of which 307 , 0 and 284 , respectively, are subject to the achievement of minimum performance goals established under those programs (see “Long-Term Incentive Plan,” in this Note 14) or market conditions. At June 30, 2018 , 1,057 unvested restricted stock and restricted share units were outstanding under this plan, and there were 10,495 shares available for grant under this plan. At June 30, 2018 , there were no options outstanding under this plan. 2000 Directors Stock Plan, as amended In May 2000, our stockholders approved the 2000 Directors Stock Plan. The plan originally provided for the granting of stock options to non-employee directors to purchase up to an aggregate of 1,500 shares of our common stock. In December 2003, the plan was amended to increase the number of shares issuable to 1,900 shares. In March 2009, the plan was amended to permit the granting of restricted stock, restricted share units and dividend equivalents and was renamed. All of the options granted to date under this plan have been non-qualified stock options providing for the exercise price equal to the fair market price at the date of grant. Stock option awards granted under the plan expire seven years after the date of grant. No awards shall be granted under this plan after December 1, 2015. There were no options granted under this plan in fiscal years 2018 , 2017 or 2016 . There were no shares of restricted stock granted under this plan during fiscal years 2018 and 2017 . At June 30, 2018 , no unvested restricted shares were outstanding, and there will be no further restricted shares or options granted under this plan. Other Plans At June 30, 2018 , there were 122 options outstanding that were granted under the prior Celestial Seasonings plan. Although no further awards can be granted under the 2000 Directors Stock Plan, as amended, or the prior Celestial Seasonings plan, the options and restricted stock outstanding continue in accordance with the terms of the respective plans and grants. There were 11,678 shares of common stock reserved for future issuance in connection with stock-based awards as of June 30, 2018 . Compensation cost and related income tax benefits recognized in the Consolidated Statements of Income for stock-based compensation plans were as follows: 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 Stock-based compensation expense for the fiscal year ended June 30, 2018 included a net reduction of $2,222 in connection with the modification of Irwin D. Simon’s total share return (“TSR”) performance based awards granted on September 26, 2017. Refer to Note 3, Chief Executive Officer Succession Plan, for further discussion. Stock Options A summary of the stock option activity for the three fiscal years ended June 30 is as follows: 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 For options outstanding and exercisable at June 30, 2018 , the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $3,358 , and the weighted average remaining contractual life was 13.0 years . At June 30, 2018 , there was no unrecognized compensation expense related to stock option awards. Restricted Stock Awards of restricted stock may be either grants of restricted stock or restricted share units that are issued at no cost to the recipient. For restricted stock grants, at the date of grant the recipient has all rights of a stockholder, subject to certain restrictions on transferability and a risk of forfeiture. For restricted share units, legal ownership of the shares is not transferred to the employee until the unit vests. Restricted stock and restricted share unit grants vest in accordance with provisions set forth in the applicable award agreements, which may include performance criteria for certain grants. The compensation cost of these awards is determined using the fair market value of the Company’s common stock on the date of the grant. Compensation expense for restricted stock awards with a service condition is recognized on a straight-line basis over the vesting term. Compensation expense for restricted stock awards with a performance condition is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods. A summary of the restricted stock and restricted share units activity for the three fiscal years ended June 30 is as follows: 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 The table above included the impact of the effective forfeiture of 164 TSR shares granted to our CEO on September 26, 2017 (the Company’s first fiscal quarter) at a fair value of $31.60 and a re-grant of 164 TSR shares at a fair value of $3.19 per share in the Company’s fourth fiscal quarter. The lower fair value per share is attributable to the lower likelihood of attainment. Refer to Note 3, Chief Executive Officer Succession Plan, for further discussion. 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 On July 3, 2012, the Company entered into a Restricted Stock Agreement with Irwin D. Simon, the Company’s Chairman, President and Chief Executive Officer. The Restricted Stock Agreement provides for a grant of 800 shares of restricted stock (the “Shares”), the vesting of which is both market and time-based. The market condition is satisfied in increments of 200 Shares upon the Company’s common stock achieving four share price targets. On the last day of any forty-five consecutive trading day period during which the average closing price of the Company’s common stock on the Nasdaq Global Select Market equals or exceeds the following prices: $31.25 , $36.25 , $41.25 and $50.00 , respectively, the market condition for each increment of 200 Shares will be satisfied. The market conditions were required to be satisfied prior to June 30, 2017. Once each market condition has been satisfied, a tranche of 200 Shares will vest in equal amounts annually over a five -year period. Except in the case of a change of control, termination without cause, death or disability (each as defined in Mr. Simon’s Employment Agreement), the unvested Shares are subject to forfeiture unless Mr. Simon remains employed through the applicable market conditions and time vesting periods. The grant date fair value for each tranche was separately estimated based on a Monte Carlo simulation that calculated the likelihood of goal attainment and the time frame most likely for goal attainment. The total grant date fair value of the Shares was estimated to be $16,151 , which was expected to be recognized over a weighted-average period of approximately 4.0 years . On September 28, 2012, August 27, 2013, December 13, 2013 and October 22, 2014, the four respective market conditions were satisfied. As such, the four tranches of 200 Shares each are expected to vest in equal amounts over the five -year period commencing on the first anniversary of the date the market condition for the respective tranche was satisfied. Under the terms of the Succession Agreement with Mr. Simon executed on June 24, 2018, the fourth tranche will vest on the Succession Date as defined. Refer to Note 3, Chief Executive Officer Succession Plan, for further discussion. At June 30, 2018 , $12,833 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards, inclusive of the Shares, was expected to be recognized over a weighted-average period of approximately 1.8 years . Long-Term Incentive Plan The Company maintains a long-term incentive program (the “LTI Plan”). The LTI Plan currently consists of two performance-based long-term incentive plans (the “2016-2018 LTIP” and “2017-2019 LTIP”) that provide for a combination of equity grants and performance awards that can be earned over a three -year performance period. Participants in the LTI Plans include the Company’s executive officers, including the CEO, and certain other key executives. The Compensation Committee administers the LTI Plans and is responsible for, among other items, establishing the target values of awards to participants and selecting the specific performance factors for such awards. The Compensation Committee determines the specific payout to the participants. Such awards may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee, provided that any such stock-based awards shall be issued pursuant to and be subject to the terms and conditions of the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan, as in effect and as amended from time to time. Upon adoption of the 2016-2018 LTIP and 2017-2019 LTIP, the Compensation Committee granted performance units to each participant, the achievement of which is dependent upon a defined calculation of relative total shareholder return over the period from July 1, 2015 to June 30, 2018 and from July 1, 2017 to June 30, 2019 (the “TSR Grant”), respectively. The grant date fair value for these awards was separately estimated based on a Monte Carlo simulation that calculated the likelihood of goal attainment. Each performance unit translates into one unit of common stock. The TSR grant represents half of each participant’s target award. The other half of the 2016-2018 LTIP and 2017-2019 LTIP is based on the Company’s achievement of specified net sales growth targets over the respective three -year period. If the targets are achieved, the award in connection with the 2016-2018 LTIP may be paid in cash and/or unrestricted shares of the Company’s common stock at the discretion of the Compensation Committee, while the award in connection with the 2017-2019 LTIP may be paid only in unrestricted shares of the Company’s common stock. The Company maintained a two -year performance-based long term incentive plan, the 2015-2016 LTIP, whereby the Compensation Committee granted each participant an initial award in the form of equity-based instruments (restricted stock or restricted share units), for a portion of the individual target awards (the “Initial Equity Grants”). These Initial Equity Grants were subject to the achievement of minimum performance goals and vested on a pro rata basis over the three -year period. The 2015-2016 LTIP awards contained an additional year of time-based vesting. The Initial Equity Grants were expensed over the vesting period of three years on a straight-line basis through November 2017. In October 2015, although the target values previously set under the LTI Plan covering 2014 and 2015 fiscal years (the “2014-2015 LTIP”) were fully achieved, the Compensation Committee exercised its discretion to reduce the awards due to the challenges faced by the Company in connection with the nut butter voluntary recall during fiscal year 2015. After deducting the value of the Initial Equity Grants, the reduced awards to participants related to the 2014-2015 LTIP totaled $4,400 (which were settled by the issuance of 82 unrestricted shares of the Company’s common stock in October 2015). The Company has recorded expense (in addition to the stock-based compensation expense associated with the Initial Equity Grants and the TSR Grant) of $1,313 and $4,044 , for the fiscal years ended June 30, 2018 and 2017 , respectively, related to the LTI plans. In the fiscal year ended June 30, 2016 , the Company recorded a reversal of expense of $2,037 related to the LTI plans. |
Investments and Joint Ventures
Investments and Joint Ventures | 12 Months Ended |
Jun. 30, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments and Joint Ventures | INVESTMENTS AND JOINT VENTURES Equity method investments In October 2009, the Company formed a joint venture, Hutchison Hain Organic Holdings Limited (“HHO”), with Hutchison China Meditech Ltd. (“Chi-Med”), a majority-owned subsidiary of CK Hutchison Holdings Limited, to market and distribute certain of the Company’s brands in Hong Kong, China and other surrounding markets. Voting control of the joint venture is shared equally between the Company and Chi-Med, although, in the event of a deadlock, Chi-Med has the ability to cast the deciding vote, and therefore, the investment is being accounted for under the equity method of accounting. At June 30, 2018 and June 30, 2017 , the carrying value of the Company’s 50.0% investment in and advances to HHO were $3,020 and $1,629 , respectively, and are included in the Consolidated Balance Sheets as a component of “Investments and joint ventures.” On October 27, 2015, the Company acquired a 14.9% interest in Chop’t Creative Salad Company LLC (“Chop’t”). Chop’t develops and operates fast-casual, fresh salad restaurants in the Northeast and Mid-Atlantic United States. Chop’t markets and sells certain of the Company’s branded products and provides consumer insight and feedback. The investment is being accounted for as an equity method investment due to the Company’s representation on the Board of Directors. During fiscal 2018, the Company’s ownership interest was reduced to 13.4% due to the distribution of additional ownership interests. Further ownership interest distributions could potentially dilute the Company’s ownership interest to as low as 11.9% . At June 30, 2018 and June 30, 2017 , the carrying value of the Company’s investment in Chop’t was $15,524 and $16,487 , respectively, and is included in the Consolidated Balance Sheets as a component of “Investments and joint ventures.” In the fiscal year ended June 30, 2018, the Company made cash contributions of $1,489 to its joint venture, Hain Future Natural Products Private Ltd. (“HFN”). This joint venture is with Future Consumer Ltd (“Future”), which is part of the Future Group, a conglomerate primarily engaged in the consumer and retail business in India. The joint venture was created to market and distribute certain of the Company’s brands in India. Voting control of the joint venture is shared equally between the Company and Future and is being accounted for under the equity method of accounting. At June 30, 2018 , the carrying value of the Company’s 50.0% investment in HFN was $1,489 and is included in the Consolidated Balance Sheets as a component of “Investments and joint ventures.” Available-For-Sale Securities The Company has a less than 1% equity ownership interest in Yeo Hiap Seng Limited (“YHS”), a Singapore-based natural food and beverage company listed on the Singapore Exchange, which is accounted for as an available-for-sale security. The Company sold 102 of its YHS shares during the fiscal year ended June 30, 2017 , which resulted in a pre-tax loss of $21 on the sales, and is recognized as a component of “Other (income)/expense, net.” No shares were sold during the fiscal year ended June 30, 2018 . The shares held at June 30, 2018 totaled 933 . The fair value of these shares held was $692 (cost basis of $1,164 ) at June 30, 2018 and $882 (cost basis of $1,164 ) at June 30, 2017 and is included in “Investments and joint ventures,” with the related unrealized gain or loss, net of tax, included in “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. The Company concluded that the decline in its YHS investment below its cost basis is temporary and, accordingly, has not recognized a loss in the Consolidated Statements of Income. In making this determination, the Company considered its intent and ability to hold the investment until the cost is recovered, the financial condition and near-term prospects of YHS, the magnitude of the loss compared to the investment’s cost and publicly available information about the industry and geographic region in which YHS operates. |
Financial Instruments Measured
Financial Instruments Measured at Fair Value | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured at Fair Value | FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 : 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 The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 : 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 Available for sale securities consist of the Company’s investment in YHS (see Note 15, Investments and Joint Ventures ). Fair value is measured using the market approach based on quoted prices. The Company utilizes the income approach to measure fair value for its foreign currency forward contracts. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates and forward prices. The Company estimates the original fair value of the contingent consideration as the present value of the expected contingent payments, determined using the weighted probabilities of the possible payments. The Company reassesses the fair value of contingent payments on a periodic basis. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of the respective businesses, or changes in the future may result in different estimated amounts. In connection with the acquisition of Belvedere in February 2015, payment of a portion of the respective purchase price was contingent upon the achievement of certain operating results. Contingent consideration of up to a maximum of C$4,000 related to the Belvedere acquisition was payable based on the achievement of specified operating results during the two consecutive one -year periods following the closing date. In both the fourth quarter of fiscal 2017 and 2016, the Company paid C$2,000 in each quarter in settlement of the Belvedere contingent consideration obligation. In connection with the acquisition of Orchard House during fiscal 2016, contingent consideration of up to £3,000 was potentially payable to the sellers based on the outcome of a review by the CMA in the United Kingdom. As a result of this review, the Company agreed to divest certain portions of its own-label juice business in the fourth quarter of fiscal 2016, and on September 15, 2016 , the Company settled the contingent consideration related to this acquisition for £1,500 . In connection with the acquisitions of Better Bean and Yorkshire Provender during fiscal 2017, payments of a portion of the respective purchase prices were contingent upon the achievement of certain operating results. Contingent consideration of up to a maximum of $4,000 related to the Better Bean acquisition is payable based on the achievement of specified operating results over the three years following the closing date. Contingent consideration of up to a maximum of £1,500 related to the Yorkshire Provender acquisition is payable based on the achievement of specified operating results at the end of the three -year period following the closing date. In connection with the acquisition of Clarks during fiscal 2018, payment of a portion of the purchase price is contingent upon the achievement of certain operating results. Contingent consideration of up to a maximum of £1,500 is payable based on the achievement of specified operating results over the 18 -month period following completion of the acquisition. The following table summarizes the Level 3 activity: 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 The change in fair value of contingent consideration is included in acquisition related expenses, restructuring, integration and other charges in the Company’s Consolidated Statement of Income. In the fiscal year ended June 30, 2018 , the Company recorded a net benefit of $2,281 primarily due to a decrease in the fair value of contingent consideration primarily related to Better Bean due to lower probability of achievement of specified operating results. There were no transfers of financial instruments between the three levels of fair value hierarchy during the fiscal years ended June 30, 2018 or 2017 . The carrying amount of cash and cash equivalents, accounts receivable, net, accounts payable and certain accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these financial instruments. The Company’s debt approximates fair value due to the debt bearing fluctuating market interest rates (See Note 11, Debt and Borrowings ). Derivative Instruments The Company primarily has exposure to changes in foreign currency exchange rates relating to certain anticipated cash flows and firm commitments from its international operations. The Company may enter into certain derivative financial instruments, when available on a cost-effective basis, to manage such risk. Derivative financial instruments are not used for speculative purposes. The fair value of these derivatives is included in prepaid expenses and other current assets and accrued expenses and other current liabilities in the Consolidated Balance Sheet. For derivative instruments that qualify as hedges of probable forecasted cash flows, the effective portion of changes in fair value is temporarily reported in accumulated other comprehensive income and recognized in earnings when the hedged item affects earnings. Fair value hedges and derivative instruments not designated as hedges are marked-to-market each reporting period with any unrealized gains or losses recognized in earnings. Derivative instruments designated at inception as hedges are measured for effectiveness at the inception of the hedge and on a quarterly basis. These assessments determine whether derivatives designated as qualifying hedges continue to be highly effective in off-setting changes in the cash flows of hedged items. Any ineffective portion of change in fair value is not deferred in accumulated other comprehensive income and is included in current period results. The Company will discontinue cash flow hedge accounting when the forecasted transaction is no longer probable of occurring on the originally forecasted date or when the hedge is no longer effective. There were no discontinued foreign exchange hedges for the fiscal years ended June 30, 2018 and June 30, 2017 . There were no cash flow hedges outstanding as of June 30, 2018 . The notional and fair value amounts of cash flow hedges at June 30, 2017 were $1,828 and $84 of net assets, respectively. There were no fair value hedges outstanding as of June 30, 2018 and June 30, 2017 . The notional and fair value amounts of derivatives not designated as hedges at June 30, 2018 were $20,986 and $338 of net assets, respectively. There were $6,114 of notional amount and $38 of net liabilities of derivatives not designated as hedges as of June 30, 2017 . Gains and losses related to both designated and non-designated foreign currency exchange contracts are recorded in the Company’s consolidated statements of operations based upon the nature of the underlying hedged transaction and were not material in the fiscal years ended June 30, 2018 and 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Lease commitments and rent expense The Company leases office, manufacturing and warehouse space. These leases provide for additional payments of real estate taxes and other operating expenses over a base period amount. The aggregate minimum future lease payments for these operating leases at June 30, 2018 are as follows: Fiscal Year 2019 $ 16,382 2020 14,044 2021 10,566 2022 9,453 2023 8,848 Thereafter 44,360 $ 103,653 Rent expense charged to operations for the fiscal years ended June 30, 2018 , 2017 and 2016 was $36,054 , $35,153 and $32,444 , respectively. Off Balance Sheet Arrangements At June 30, 2018 , we did not have any off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K that have had, or are likely to have, a material current or future effect on our consolidated financial statements. Legal Proceedings Securities Class Actions Filed in Federal Court On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The three complaints are: (1) Flora v. The Hain Celestial Group, Inc., et al. (the “Flora Complaint”); (2) Lynn v. The Hain Celestial Group, Inc., et al. (the “Lynn Complaint”); and (3) Spadola v. The Hain Celestial Group, Inc., et al. (the “Spadola Complaint” and, together with the Flora and Lynn Complaints, the “Securities Complaints”). On June 5, 2017, the court issued an order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel. Pursuant to this order, the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs. On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his ability to participate in the Consolidated Securities Action as an absent class member. The Co-Lead Plaintiffs in the Consolidated Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”). The Amended Complaint names as defendants the Company and certain of its current and former officers (collectively, the “Defendants”) and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to dismiss on October 3, 2017. Co-Lead Plaintiffs filed an opposition on December 1, 2017, and Defendants filed the reply on January 16, 2018. On April 4, 2018, the Court requested additional briefing relating to certain aspects of Defendants’ motion to dismiss. In accordance with this request, Lead Plaintiffs submitted their supplemental brief on April 18, 2018, and Defendants submitted an opposition on May 2, 2018. Lead Plaintiffs filed a reply brief on May 9, 2018, and Defendants submitted a sur-reply on May 16, 2018. Stockholder Derivative Complaints Filed in State Court On September 16, 2016, a stockholder derivative complaint, Paperny v. Heyer, et al. (the “Paperny Complaint”), was filed in New York State Supreme Court in Nassau County against the Board of Directors and certain officers of the Company alleging breach of fiduciary duty, unjust enrichment, lack of oversight and corporate waste. On December 2, 2016 and December 29, 2016, two additional stockholder derivative complaints were filed in New York State Supreme Court in Nassau County against the Board of Directors and certain officers under the captions Scarola v. Simon (the “Scarola Complaint”) and Shakir v. Simon (the “Shakir Complaint” and, together with the Paperny Complaint and the Scarola Complaint, the “Derivative Complaints”), respectively. Both the Scarola Complaint and the Shakir Complaint allege breach of fiduciary duty, lack of oversight and unjust enrichment. On February 16, 2017, the parties for the Derivative Complaints entered into a stipulation consolidating the matters under the caption In re The Hain Celestial Group (the “Consolidated Derivative Action”) in New York State Supreme Court in Nassau County, ordering the Shakir Complaint as the operative complaint. On November 2, 2017, the parties agreed to stay the Consolidated Derivative Action until April 11, 2018. On April 6, 2018, the parties filed a proposed stipulation agreeing to stay the Consolidated Derivative Action until October 4, 2018, which the Court granted on May 3, 2018. Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court On April 19, 2017 and April 26, 2017, two class action and stockholder derivative complaints were filed in the Eastern District of New York against the Board of Directors and certain officers of the Company under the captions Silva v. Simon, et al. (the “Silva Complaint”) and Barnes v. Simon, et al. (the “Barnes Complaint”), respectively. Both the Silva Complaint and the Barnes Complaint allege violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment. On May 23, 2017, an additional stockholder filed a complaint under seal in the Eastern District of New York against the Board of Directors and certain officers of the Company. The complaint alleges that the Company’s directors and certain officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results. The complaint also alleges that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste. On August 9, 2017, the Court granted an order to unseal this case and reveal Gary Merenstein as the plaintiff (the “Merenstein Complaint”). On August 10, 2017, the court granted the parties stipulation to consolidate the Barnes Complaint, the Silva Complaint and the Merenstein Complaint under the caption In re The Hain Celestial Group, Inc. Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”) and to appoint Robbins Arroyo LLP and Scott+Scott as Co-Lead Counsel, with the Law Offices of Thomas G. Amon as Liaison Counsel for Plaintiffs. On September 14, 2017, a related complaint was filed under the caption Oliver v. Berke, et al. (the “Oliver Complaint”), and on October 6, 2017, the Oliver Complaint was consolidated with the Consolidated Stockholder Class and Derivative Action. The Plaintiffs filed their consolidated amended complaint under seal on October 26, 2017. On December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision is rendered on the motion to dismiss the Amended Complaint in the consolidated Securities Class Actions, described above. Center for Environmental Health v. Save Mart Supermarkets, et.al., Superior Court of the State of California, Alameda County On August 19, 2015, the Center for Environmental Health (“CEH”), a private enforcer, filed a complaint under the California Safe Drinking Water and Toxic Enforcement Act (the “Enforcement Act”) (commonly referred to as “Proposition 65”), naming various defendants, including the Company. The complaint alleges that the Company is required to provide warnings for certain of its products for alleged exposure to the substance listed under the Enforcement Act as “acrylamide.” The other defendants named in the action are five retailers and one distributor, all of which are named for the Company’s products at issue. Acrylamide is a chemical that can form in some foods during high-temperature cooking processes, such as frying, roasting, and baking. The complaint seeks injunctive relief, civil penalties in the amount of $2,500 per day (unrounded) for each alleged violation, and CEH’s attorneys’ fees and costs. To date, the Company has answered the complaint, denying the allegations, and engaged in discovery, including fact discovery and expert discovery. The Court bifurcated the trial into two phases for liability and remedies respectively, and the first phase of the trial is expected to be limited to determining liability and the Company’s establishment of the “no significant risk level.” The parties sought a continuance of the trial date to January 14, 2019 and a stay of the litigation through October 13, 2018 in order to pursue mediation. On August 27, 2018, the Court issued an order granting the parties’ stipulation and continuing the trial date to January 14, 2019 per the parties’ request. SEC Investigation As previously disclosed, the Company voluntarily contacted the SEC in August 2016 to advise it of the Company’s delay in the filing of its periodic reports and the performance of the independent review conducted by the Audit Committee. The Company has reached an agreement with the staff, subject to approval by the commission, that fully resolves this matter, without any finding of intentional wrongdoing and without any monetary penalty, while noting the Company’s ongoing cooperation. The settlement, if approved, relates to the Company’s previously disclosed material weakness in internal controls over financial reporting. Other In addition to the litigation described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business. While the results of litigation and claims cannot be predicted with certainty, the Company believes the reasonably possible losses of such matters, individually and in the aggregate, are not material. Additionally, the Company believes the probable final outcome of such matters will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity. |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plans | DEFINED CONTRIBUTION PLANS We have a 401(k) Employee Retirement Plan (the “Plan”) to provide retirement benefits for eligible employees. All full-time employees of the Company and its wholly-owned domestic subsidiaries are eligible to participate upon completion of 30 days of service. On an annual basis, we may, in our sole discretion, make certain matching contributions. For the fiscal years ended June 30, 2018 , 2017 and 2016 , we made contributions to the Plan of $1,371 , $1,367 and $1,236 , respectively, including with respect to employees of Hain Pure Protein. In addition, while certain of our international subsidiaries maintain separate defined contribution plans for their employees, the amounts are not significant to the Company’s consolidated financial statements. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Prior to July 1, 2017, the Company’s operations were managed in eight operating segments: the United States, United Kingdom, Tilda, HPPC, Empire, Canada, Europe and Cultivate. The United States operating segment was also a reportable segment. The United Kingdom and Tilda operating segments were reported in the aggregate as “United Kingdom”, while HPPC and Empire were reported in the aggregate as “Hain Pure Protein,” and Canada, Europe and Cultivate were combined and reported as “Rest of World.” Effective July 1, 2017, due to changes to the Company’s internal management and reporting structure, the United Kingdom operations of the Ella’s Kitchen®brand, which was previously included within the United States reportable segment, was moved to the United Kingdom reportable segment. Beginning in the third quarter ended March 31, 2018, the Hain Pure Protein operations were classified as discontinued operations as discussed in “Note 5, Discontinued Operations .” Therefore, segment information presented excludes the results of Hain Pure Protein. As a result, the Company is now managed in seven operating segments: the United States, United Kingdom, Tilda, Ella’s Kitchen UK, Europe, Canada and Cultivate. The prior period segment information contained below has been adjusted to reflect the Company’s revised operating and reporting structure. Net sales and operating income are the primary measures used by the Company’s Chief Operating Decision Maker (“CODM”) to evaluate segment operating performance and to decide how to allocate resources to segments. The CODM is the Company’s Chief Executive Officer. Expenses related to certain centralized administration functions that are not specifically related to an operating segment are included in “Corporate and Other.” Corporate and Other expenses are comprised mainly of the compensation and related expenses of certain of the Company’s senior executive officers and other selected employees who perform duties related to the entire enterprise, as well as expenses for certain professional fees, facilities, and other items which benefit the Company as a whole. Additionally, acquisition related expenses, restructuring and integration charges, impairment charges and accounting review costs are included in “Corporate and Other.” Expenses that are managed centrally but can be attributed to a segment, such as employee benefits and certain facility costs, are allocated based on reasonable allocation methods. Assets are reviewed by the CODM on a consolidated basis and therefore are not reported by operating segment. The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. 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 World and $532 related to the United Kingdom segment) related to certain of the Company’s trade names. For the fiscal year ended June 30, 2017 , Corporate and Other included $29,562 of accounting review and remediation costs, $10,388 of acquisition related expenses, restructuring, integration and other charges. Corporate and Other for the fiscal year ended June 30, 2017 also included impairment charges of $14,079 ( $7,579 related to the United Kingdom segment and $6,500 related to the United States segment) related to certain of the Company’s trade names, a $26,373 impairment charge primarily related to long-lived assets associated with the exit of certain portions of our own-label chilled desserts business in the United Kingdom segment. For the fiscal year ended June 30, 2016 , Corporate and Other included $12,065 of acquisition related expenses, restructuring, integration and other charges, goodwill impairment charges of $84,548 related to the United Kingdom segment, an impairment charge of $39,724 ( $20,932 related to the United Kingdom segment and $18,792 related to the United States segment) related to certain of the Company’s trade names and a $3,476 impairment charge related to long-lived assets associated with the divestiture of certain portions of our own-label juice business in the United Kingdom. The Company’s net sales by product category are as follows: Fiscal Year Ended June 30, 2018 2017 2016 Grocery $ 1,842,535 $ 1,743,860 $ 1,800,640 Snacks 302,795 312,784 307,797 Personal Care 196,245 176,408 171,669 Tea 116,194 110,453 112,758 Total $ 2,457,769 $ 2,343,505 $ 2,392,864 The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, are as follows: 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 The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic region are as follows: Fiscal Year Ended June 30, 2018 2017 United States $ 99,650 $ 112,373 United Kingdom 174,214 165,334 All Other 86,700 63,392 Total $ 360,564 $ 341,099 |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of the Company’s consolidated quarterly results of operations is as follows. The sum of the net income per share from continuing operations for each of the four quarters may not equal the net income per share for the full year, as presented, due to rounding. 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 The quarter ended June 30, 2018 was impacted by goodwill impairment charges of $7,700 ( $5,553 net of tax) in the Cultivate operating segment, impairment charges of $5,632 ( $5,192 net of tax) related to indefinite-lived intangible assets (trade names), as well as a $113 ( $104 net of tax) impairment charge primarily related to the closure of manufacturing facilities in the United States. Additionally, the quarter ended June 30, 2018 was impacted by $2,887 ( $1,941 net of tax) related to professional fees associated with our internal accounting review and remediation costs, net of insurance proceeds. Net loss from discontinued operations in the quarter ended June 30, 2018 was impacted by asset impairment charges of $78,464 to adjust the carrying value of Hain Pure Protein to its fair value, less its cost to sell. The quarter ended March 31, 2018 was impacted by impairment charges of $2,557 ( $2,050 net of tax) primarily related to the closure of a manufacturing facility of certain soup products in the United Kingdom, as well as an impairment charge of $2,057 ( $1,648 net of tax) related to the discontinuation of additional slow moving SKUs in the United States as part of an ongoing product rationalization initiative. Additionally, the quarter ended March 30, 2018 was impacted by $3,313 ( $2,654 net of tax) related to professional fees associated with our internal accounting review and remediation costs. The quarter ended December 31, 2017 was impacted by impairment charges of $3,449 ( $2,593 net of tax) related to the closure of a facility in the United States, as well as $4,451 ( $3,346 net of tax) related to professional fees associated with our internal accounting review and remediation costs. The quarter ended September 30, 2017 was impacted by $3,642 ( $2,638 net of tax) related to professional fees associated with our internal accounting review and insurance proceeds of $5,000 ( $3,622 net of tax) related to the reimbursement of costs incurred as part of the internal accounting review and the independent review by the Audit Committee and other related matters. 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 quarter ended June 30, 2017 was impacted by impairment charges of $14,079 ( $10,733 net of tax) related to indefinite-lived intangible assets (trade names), as well as a $26,373 ( $20,877 net of tax) impairment charge primarily related to long-lived assets associated with the exit of certain portions of our own-label chilled desserts business in the United Kingdom. Additionally, the quarter ended June 30, 2017 was impacted by $9,473 ( $6,773 net of tax) related to professional fees associated with our internal accounting review. The quarters ended March 31, 2017, December 31, 2016 and September 30, 2016 were impacted by $7,124 ( $5,029 net of tax), $7,005 ( $5,050 net of tax) and $5,960 ( $4,112 net of tax), respectively, related to professional fees associated with our internal accounting review. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | The Hain Celestial Group, Inc. and Subsidiaries Schedule II - Valuation and Qualifying Accounts 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 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Segment Reporting | Changes in Segments Effective July 1, 2017, due to changes to the Company’s internal management and reporting structure, the United Kingdom operations of the Ella’s Kitchen ® brand (“Ella’s Kitchen UK”), which was previously included within the United States reportable segment, became a separate operating segment and was aggregated within the United Kingdom reportable segment. See Note 19, Segment Information , for additional information on the Company’s operating and reportable segments. |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net income includes the Company’s equity in the current earnings or losses of such companies. Unless otherwise indicated, references in these consolidated financial statements to 2018 , 2017 and 2016 or “fiscal” 2018 , 2017 and 2016 or other years refer to our fiscal year ended June 30 of that respective year and references to 2019 or “fiscal” 2019 refer to our fiscal year ending June 30, 2019 . |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. |
Use of Estimates | Use of Estimates The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting principles we use require us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. These estimates include, among others, revenue recognition, trade promotions and sales incentives, valuation of accounts and chargeback receivables, accounting for acquisitions, valuation of long-lived assets, goodwill and intangible assets, stock-based compensation, and valuation allowances for deferred tax assets. We believe in the quality and reasonableness of our critical accounting estimates; however, materially different amounts may be reported under different conditions or using assumptions different from those that we have consistently applied. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Revenue | Revenue Recognition Sales are recognized when the earnings process is complete, which occurs when the product is shipped in accordance with the terms of agreements, title and risk of loss transfers to the customer, collection is probable and pricing is fixed or determinable. Net sales include shipping and handling charges billed to the customer and are reported net of discounts, trade promotions and sales incentives, consumer coupon programs and other costs, including estimated allowances for returns, allowances and discounts associated with aged or potentially unsalable product, and prompt pay discounts. During the fourth quarter of fiscal 2016, the Company identified the practice of granting additional concessions to certain distributors in the United States and commenced an internal accounting review in order to (i) determine whether the revenue associated with those concessions was accounted for in the correct period and (ii) evaluate its internal control over financial reporting. The Audit Committee of the Company’s Board of Directors separately conducted an independent review of these matters and retained independent counsel to assist in their review. On November 16, 2016, the Company announced that the independent review of the Audit Committee was completed and that the review found no evidence of intentional wrongdoing in connection with the preparation of the Company’s financial statements. Management’s accounting review included consideration of certain side agreements and concessions provided to distributors in the United States in fiscal 2016, including payment terms beyond the customer’s standard terms, rights of return of product and post-sale concessions, most of which were associated with sales that occurred at the end of the quarter. It had been the Company’s policy to record revenue related to these distributors when title of the product transfers to the distributor. The Company concluded that its historical accounting policy for these distributors was appropriate as the sales price is fixed or determinable at the time ownership transfers to these distributors, based on the Company’s ability to make a reasonable estimate of future returns and certain concessions at the time of shipment. |
Trade Promotions and Sales Incentives | Trade Promotions and Sales Incentives Trade promotions and sales incentives include price discounts, slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons and are used to support sales of the Company’s products. These incentives are deducted from our net sales to determine reported net sales. The recognition of expense for these programs involves the use of judgment related to performance and redemption estimates. Differences between estimated expense and actual redemptions are normally insignificant and recognized as a change in estimate in the period such change occurs. Trade Promotions . Accruals for trade promotions are recorded primarily at the time a product is sold to the customer based on expected levels of performance. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. Coupon Redemption . Coupon redemption costs are accrued in the period in which the coupons are offered, based on estimates of redemption rates that are developed by management. Management estimates are based on recommendations from independent coupon redemption clearing-houses as well as on historical information. Should actual redemption rates vary from amounts estimated, adjustments to accruals may be required. |
Valuation of Accounts and Chargebacks Receivable and Concentration of Credit Risk | Valuation of Accounts and Chargebacks Receivable and Concentration of Credit Risk The Company routinely performs credit evaluations on existing and new customers. The Company applies reserves for delinquent or uncollectible trade receivables based on a specific identification methodology and also applies an additional reserve based on the experience the Company has with its trade receivables aging categories. Credit losses have been within the Company’s expectations in recent years. While one of the Company’s customers represented approximately 11% and 12% of trade receivables balances as of June 30, 2018 and 2017 , the Company believes there is no significant or unusual credit exposure at this time. Based on cash collection history and other statistical analysis, the Company estimates the amount of unauthorized deductions customers have taken that we expect will be collected and repaid in the near future and records a chargeback receivable. Differences between estimated collectible receivables and actual collections are recognized in earnings in the period such differences are determined. |
Inventory | Inventory Inventory is valued at the lower of cost or market, utilizing the first-in, first-out method. The Company provides write-downs for finished goods expected to become non-saleable due to age and specifically identifies and provides for slow moving or obsolete raw ingredients and packaging. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment is carried at cost and depreciated or amortized on a straight-line basis over the estimated useful lives or lease term (for leasehold improvements), whichever is shorter. The Company believes the useful lives assigned to our property, plant and equipment are within ranges generally used in consumer products manufacturing and distribution businesses. The Company’s manufacturing plants and distribution centers, and their related assets, are reviewed when impairment indicators are present by analyzing underlying cash flow projections. The Company believes no impairment of the carrying value of such assets exists other than as disclosed under Note 8, Property, Plant and Equipment, Net, and Note 5, Discontinued Operations . |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other intangible assets with indefinite useful lives are not amortized but rather are tested at least annually for impairment, or when circumstances indicate that the carrying amount of the asset may not be recoverable. The Company performs its annual test for impairment at the beginning of the fourth quarter of its fiscal year. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a two-step quantitative impairment test. The impairment test for goodwill requires the Company to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a blended analysis of a discounted cash flow model and a market valuation approach to determine the fair values of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the Company would then compare the carrying value of the goodwill to its implied fair value in order to determine the amount of the impairment, if any. Indefinite-lived intangible assets are tested for impairment by comparing the fair value of the asset to the carrying value. Fair value is determined based on a relief from royalty method that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. If the fair value is less than the carrying value, the asset is reduced to fair value. See Note 9, Goodwill and Other Intangible Assets for information on goodwill and intangibles impairment charges. |
Cost of Sales | Cost of Sales Included in cost of sales are the cost of products sold, including the costs of raw materials and labor and overhead required to produce the products, warehousing, distribution, supply chain costs, as well as costs associated with shipping and handling of our inventory. |
Foreign Currency Translation and Remeasurement | Foreign Currency Translation and Remeasurement The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s international operations are reported as a component of Accumulated other comprehensive income/(loss) in the Company’s consolidated balance sheets. Gains and losses arising from intercompany foreign currency transactions that are of a long-term nature are reported in the same manner as translation adjustments. Gains and losses arising from intercompany foreign currency transactions that are not of a long-term nature and certain transactions of the Company’s subsidiaries which are denominated in currencies other than the subsidiaries’ functional currency are recognized as incurred in Other (income)/expense, net in the Consolidated Statements of Income. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Included in selling, general and administrative expenses are advertising costs, promotion costs not paid directly to the Company’s customers, salary and related benefit costs of the Company’s employees in the finance, human resources, information technology, legal, sales and marketing functions, facility related costs of the Company’s administrative functions, research and development costs, and costs paid to consultants and third party providers for related services. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred and are included in selling, general and administrative expenses in the accompanying consolidated financial statements. Research and development costs amounted to $9,696 in fiscal 2018 , $10,130 in fiscal 2017 and $11,354 in fiscal 2016 , consisting primarily of personnel related costs. The Company’s research and development expenditures do not include the expenditures on such activities undertaken by co-packers and suppliers who develop numerous products on behalf of the Company and on their own initiative with the expectation that the Company will accept their new product ideas and market them under the Company’s brands. |
Advertising Costs | Advertising Costs Advertising costs, which are included in selling, general and administrative expenses, amounted to $35,138 in fiscal 2018 , $30,333 in fiscal 2017 and $24,835 in fiscal 2016 . Such costs are expensed as incurred. |
Income Taxes | Income Taxes The Company follows the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities at enacted rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided for deferred tax assets to the extent it is more likely than not that the deferred tax assets will not be recoverable against future taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process prescribed by the authoritative guidance. The first step requires the Company to determine if the weight of available evidence indicates that the tax position has met the threshold for recognition; therefore, the Company must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires the Company to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates the uncertain tax positions each period based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Depending on the jurisdiction, such a change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company records interest and penalties in the provision for income taxes. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. At June 30, 2018 and 2017 , the Company had $99 and $21,800 , respectively, invested in money market funds, which are classified as cash equivalents. At June 30, 2018 and 2017 , the carrying values of financial instruments such as accounts receivable, accounts payable, accrued expenses and other current liabilities, as well as borrowings under our credit facility and other borrowings, approximated fair value based upon either the short-term maturities or market interest rates of these instruments. The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). |
Derivative Instruments | Derivative Instruments The Company utilizes derivative instruments, principally foreign exchange forward contracts, to manage certain exposures to changes in foreign exchange rates. The Company’s contracts are hedges for transactions with notional balances and periods consistent with the related exposures and do not constitute investments independent of these exposures. These contracts, which are designated and documented as cash flow hedges, qualify for hedge accounting treatment in accordance with ASC 815, Derivatives and Hedging . Exposure to counterparty credit risk is considered low because these agreements have been entered into with high quality financial institutions. All derivative instruments are recognized on the balance sheet at fair value. The effective portion of changes in the fair value of derivative instruments that qualify for hedge accounting treatment are recognized in stockholders’ equity as a component of Accumulated other comprehensive income (loss) until the hedged item is recognized in earnings. Changes in the fair value of fair value hedges, derivatives that do not qualify for hedge accounting treatment, as well as the ineffective portion of any cash flow hedges, are recognized currently in earnings as a component of Other (income)/expense, net in the accompanying financial statements. |
Stock-Based Compensation | Stock-Based Compensation The Company has employee and director stock-based compensation plans. The fair value of stock-based compensation awards is recognized as an expense over the vesting period using the straight-line method. For awards that contain a market condition, expense is recognized over the derived service period using a Monte Carlo simulation model. For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods. Compensation expense is recognized for only that portion of stock-based awards that are expected to vest. Therefore, estimated forfeiture rates that are derived from historical employee termination activity are applied to reduce the amount of compensation expense recognized. If the actual forfeitures differ from the estimate, additional adjustments to compensation expense may be required in future periods. The Company receives an income tax deduction in certain tax jurisdictions for restricted stock grants when they vest and for stock options exercised by employees equal to the excess of the market value of our common stock on the date of exercise over the option price. Excess tax benefits (tax benefits resulting from tax deductions in excess of compensation cost recognized) are classified as a cash flow provided by operating activities in the accompanying Consolidated Statements of Cash Flows. |
Valuation of Long-Lived Assets | Valuation of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets, other than goodwill and intangible assets with indefinite lives, held and used in the business when events and circumstances occur indicating that the carrying amount of the asset may not be recoverable. An impairment test is performed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. Once such impairment test is performed, a loss is recognized based on the amount, if any, by which the carrying value exceeds the estimated fair value for assets to be held and used. See Note 8, Property, Plant and Equipment , Net, and Note 5, Discontinued Operations, for information on long-lived asset impairment charges. |
Net Income Per Share | Net Income Per Share Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted net income per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. |
Newly Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Effective | Newly Adopted Accounting Pronouncements In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU, among other things, changes the treatment of share-based payment transactions by recognizing the impact of excess tax benefits or deficiencies related to exercised or vested awards in income tax expense in the period of exercise or vesting, instead of additional paid in capital. The updated guidance is effective for fiscal years beginning after December 15, 2016 and interim periods within those annual periods. The Company adopted this new guidance effective July 1, 2017. As a result of this adoption: • 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. Recently Issued Accounting Pronouncements Not Yet Effective In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting . The guidance largely aligns the accounting for share-based payment awards issued to employees and nonemployees, whereby the existing employee guidance will apply to nonemployee share-based transactions (as long as the transaction is not effectively a form of financing), with the exception of specific guidance related to the attribution of compensation cost. The cost of nonemployee awards will continue to be recorded as if the grantor had paid cash for the goods or services. In addition, the contractual term will be able to be used in lieu of an expected term in the option-pricing model for nonemployee awards. The ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The ASU is required to be applied on a prospective basis to all new awards granted after the date of adoption. In addition, any liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established by the adoption date should be remeasured at fair value as of the adoption date with a cumulative effect adjustment to opening retained earnings in the year of adoption. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2018-07. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The ASU expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The effective date of the new standard for public companies is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition with a cumulative effect adjustment recorded to opening retained earnings as of the initial adoption date. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-12. In May 2017, the FASB issued ASU 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The guidance is effective for annual periods beginning after December 15, 2017, with early adoption permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-09. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . The amendments in this update simplify the test for goodwill impairment by eliminating Step 2 from the impairment test, which required the entity to perform procedures to determine the fair value at the impairment testing date of its assets and liabilities following the procedure that would be required in determining fair value of assets acquired and liabilities assumed in a business combination. The amendments in this update are effective for public companies for annual or any interim goodwill impairments tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-04. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business . The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, with early adoption permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2017-01. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory . Currently, U.S. GAAP prohibits recognizing current and deferred income tax consequences for an intra-entity asset transfer until the asset has been sold to an outside party. ASU 2016-16 states that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard is effective for public companies in fiscal years beginning after December 15, 2017. Early adoption is permitted. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-16. In August 2016, the FASB issued ASU 2016-15 , Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force). ASU 2016-15 provides guidance on the classification of certain cash receipts and payments in the statement of cash flows. The guidance must be applied retrospectively to all periods presented but may be applied prospectively if retrospective application would be impracticable. The new standard is effective for public companies in fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-15. In February 2016, the FASB issued ASU 2016-02, Leases . ASU 2016-02 revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing its right to use the underlying asset for the lease term in the balance sheet. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases , to clarify how to apply certain aspects of the new leases standard. The amendments address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments, among other issues. In addition, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842), Targeted Improvements, which provides an additional (and optional) transition method to adopt the new leases standard. Under the new transition method, a reporting entity would initially apply the new lease requirements at the effective date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption, continue to report comparative periods presented in the financial statements in the period of adoption in accordance with current U.S. GAAP (i.e., ASC 840, Leases) and provide the required disclosures under ASC 840 for all periods presented under current U.S. GAAP. Further ASU 2018-11 contains a new practical expedient that allows lessors to avoid separating lease and associated non-lease components within a contract if certain criteria are met. The guidance in ASUs 2016-02, 2018-10 and 2018-11 is effective for the first interim and annual periods beginning after December 15, 2018, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently assessing the impact the new standard will have on our consolidated financial statements, which will consist primarily of a balance sheet gross up of our operating leases to show equal and offsetting lease assets and lease liabilities. In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that most equity investments be measured at fair value, with subsequent changes in fair value recognized in net income. The pronouncement also impacts financial liabilities under the fair value option and the presentation and disclosure requirements for financial instruments. ASU 2016-01 is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-01. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance outlines a single, comprehensive model for accounting for revenue from contracts with customers, providing a single five-step model to be applied to all revenue transactions. The guidance also requires improved disclosures to assist users of the financial statements to better understand the nature, amount, timing and uncertainty of revenue that is recognized. Subsequent to the issuance of ASU 2014-09, the FASB issued various additional ASUs clarifying and amending this new revenue guidance. The guidance is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period |
Summary of Significant Accoun31
Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Property, Plant, and Equipment Useful Lives | The Company utilizes the following ranges of asset lives: Buildings and improvements 10 - 40 years Machinery and equipment 3 - 20 years Furniture and fixtures 3 - 15 years Property, plant and equipment, net consisted of the following: June 30, June 30, 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 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share: 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 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The following table presents the major classes of Hain Pure Protein’s line items constituting the “Net (loss) income from discontinued operations, net of tax” in our Consolidated Statements of Income: 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 and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of June 30, 2018 and June 30, 2017 are included in the following table: Assets June 30, June 30, 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 * The assets and liabilities of Hain Pure Protein are classified as current on the June 30, 2018 Consolidated Balance Sheet because it is probable that the sale will occur within the next twelve months of the Board of Directors’ approval. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Unaudited Pro Forma Results of Continuing Operations | The following table provides unaudited pro forma results of continuing operations for the fiscal years ended June 30, 2016 as if the acquisitions of Orchard House and Mona had been completed at the beginning of fiscal 2016. The information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results. 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 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Inventory, Net [Abstract] | |
Components of Inventories | Inventories consisted of the following: June 30, June 30, Finished goods $ 231,926 $ 214,547 Raw materials, work-in-progress and packaging 159,599 127,448 $ 391,525 $ 341,995 |
Property, Plant and Equipment36
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant, and Equipment, Net | The Company utilizes the following ranges of asset lives: Buildings and improvements 10 - 40 years Machinery and equipment 3 - 20 years Furniture and fixtures 3 - 15 years Property, plant and equipment, net consisted of the following: June 30, June 30, 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 |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The following table shows the changes in the carrying amount of goodwill by business segment: 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 (a) The total carrying value of goodwill is reflected net of $126,577 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment and $29,219 related to the Company’s Europe operating segment. (b) Effective July 1, 2016, due to changes to the Company’s internal management and reporting structure resulting from the formation of Cultivate, certain brands previously included within the United States operating segment were moved to Cultivate, a new operating segment. Goodwill of $16,377 was reallocated to Rest of World in connection with this change. (c) Effective July 1, 2017, due to changes to the Company’s internal management and reporting structure, the United Kingdom operations of the Ella’s Kitchen® brand, which was previously included within the United States reportable segment, was moved to the United Kingdom reportable segment. Goodwill totaling $35,519 was reallocated to the United Kingdom reportable segment in connection with this change. The change in operating segments was deemed a triggering event, resulting in the Company performing an interim goodwill impairment analysis on the reporting units impacted by this segment change as of immediately before and immediately after the change. There were no impairment indicators resulting from this analysis, which was performed in the first quarter of fiscal 2018. See Note 1 , Business, and Note 19 , Segment Information, for additional information on the Company’s operating and reportable segments. (d) The total carrying value of goodwill is reflected net of $134,277 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment, $29,219 related to the Company’s Europe operating segment and $7,700 related to the Company’s Cultivate operating segment. |
Components of Other Intangible Assets | The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization: June 30, June 30, 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 (a) The gross carrying value of trademarks and trade names is reflected net of $65,834 and $60,202 of accumulated impairment charges for the fiscal years ended June 30, 2018 and 2017 , respectively. |
Summary of Amortization Expense | Amortization expense included in continuing operations was as follows: Fiscal Year Ended June 30, 2018 2017 2016 Amortization of intangible assets $ 18,202 $ 16,988 $ 17,544 |
Summary of Expected Amortization Expense Over the Next Five Years | Expected amortization expense over the next five fiscal years is as follows: Fiscal Year Ending June 30, 2019 2020 2021 2022 2023 Estimated amortization expense $ 15,675 $ 14,379 $ 13,913 $ 13,209 $ 12,620 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, June 30, 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 |
Debt and Borrowings Debt and Bo
Debt and Borrowings Debt and Borrowings (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Borrowings | Debt and borrowings consisted of the following: June 30, June 30, 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 |
Summary of Maturities of Debt Instruments | Maturities of all debt instruments at June 30, 2018 , are as follows: Due in Fiscal Year Amount 2019 $ 26,605 2020 16,988 2021 16,857 2022 15,339 2023 638,154 Thereafter 163 $ 714,106 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Before Taxes and Equity in Earnings of Equity-Method Investments | The components of income (loss) before income taxes and equity in earnings of equity-method investees were as follows: 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 |
Summary of the Provision for Income Taxes | The provision (benefit) for income taxes consisted of the following: Fiscal Year Ended June 30, 2018 2017 2016 Current: Federal $ (1,309 ) $ 18,331 $ 9,953 State and local 1,383 (293 ) 1,668 Foreign 20,542 14,884 14,737 20,616 32,922 26,358 Deferred: Federal (22,612 ) (3,198 ) 30,711 State and local 1,973 960 5,017 Foreign (864 ) (8,218 ) (2,635 ) (21,503 ) (10,456 ) 33,093 Total $ (887 ) $ 22,466 $ 59,451 |
Reconciliation of Expected Income Taxes to Actual | The reconciliation of the U.S. federal statutory rate to our effective rate on income before provision for income taxes was as follows: 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 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consisted of the following: June 30, June 30, 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. |
Summary of Changes in Valuation Allowances | The changes in valuation allowances against deferred income tax assets were as follows: 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 |
Schedule of Unrecognized Tax Benefits, Including Interest and Penalties Activity | Unrecognized tax benefits activity, including interest and penalties, is summarized below: 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Other Comprehensive Income (Loss) | The following table present the changes in accumulated other comprehensive income (loss): 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 . |
Stock-Based Compensation and 42
Stock-Based Compensation and Incentive Performance Plans (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Compensation Cost and Related Income Tax Benefits Recognized | Compensation cost and related income tax benefits recognized in the Consolidated Statements of Income for stock-based compensation plans were as follows: 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 |
Summary of Stock Option Activity | A summary of the stock option activity for the three fiscal years ended June 30 is as follows: 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 |
Non-Vested Restricted Stock and Restricted Share Unit Awards | A summary of the restricted stock and restricted share units activity for the three fiscal years ended June 30 is as follows: 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 |
Restricted Stock Grant Information | 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 |
Financial Instruments Measure43
Financial Instruments Measured at Fair Value (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of June 30, 2018 : 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 The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 : 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 |
Summary of Level 3 Activity | The following table summarizes the Level 3 activity: 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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Minimum Future Lease Payments | The aggregate minimum future lease payments for these operating leases at June 30, 2018 are as follows: Fiscal Year 2019 $ 16,382 2020 14,044 2021 10,566 2022 9,453 2023 8,848 Thereafter 44,360 $ 103,653 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. 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 World and $532 related to the United Kingdom segment) related to certain of the Company’s trade names. For the fiscal year ended June 30, 2017 , Corporate and Other included $29,562 of accounting review and remediation costs, $10,388 of acquisition related expenses, restructuring, integration and other charges. Corporate and Other for the fiscal year ended June 30, 2017 also included impairment charges of $14,079 ( $7,579 related to the United Kingdom segment and $6,500 related to the United States segment) related to certain of the Company’s trade names, a $26,373 impairment charge primarily related to long-lived assets associated with the exit of certain portions of our own-label chilled desserts business in the United Kingdom segment. For the fiscal year ended June 30, 2016 , Corporate and Other included $12,065 of acquisition related expenses, restructuring, integration and other charges, goodwill impairment charges of $84,548 related to the United Kingdom segment, an impairment charge of $39,724 ( $20,932 related to the United Kingdom segment and $18,792 related to the United States segment) related to certain of the Company’s trade names and a $3,476 impairment charge related to long-lived assets associated with the divestiture of certain portions of our own-label juice business in the United Kingdom. |
Summary of Revenue by Product Category | The Company’s net sales by product category are as follows: Fiscal Year Ended June 30, 2018 2017 2016 Grocery $ 1,842,535 $ 1,743,860 $ 1,800,640 Snacks 302,795 312,784 307,797 Personal Care 196,245 176,408 171,669 Tea 116,194 110,453 112,758 Total $ 2,457,769 $ 2,343,505 $ 2,392,864 |
Summary of Net Sales by Geographic Areas | The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, are as follows: 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 |
Schedule of Long Lived Assets, by Geographic Region | The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic region are as follows: Fiscal Year Ended June 30, 2018 2017 United States $ 99,650 $ 112,373 United Kingdom 174,214 165,334 All Other 86,700 63,392 Total $ 360,564 $ 341,099 |
Quarterly Financial Data (Una46
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jun. 30, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Data | A summary of the Company’s consolidated quarterly results of operations is as follows. The sum of the net income per share from continuing operations for each of the four quarters may not equal the net income per share for the full year, as presented, due to rounding. 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 |
Description of Business and B47
Description of Business and Basis of Presentation (Details) $ in Millions | 12 Months Ended | |
Jun. 30, 2020USD ($) | Jun. 30, 2018countryunit | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of countries in which company operates (more than) | country | 80 | |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Number of SKUs | 400 | |
Number of SKUs identified to date | 1,100 | |
Machinery and equipment | Forecast | ||
Property, Plant and Equipment [Line Items] | ||
Estimated savings | $ | $ 350 |
Summary of Significant Accoun48
Summary of Significant Accounting Policies and Practices (Valuation of Accounts and Chargebacks Receivable and Concentration of Credit Risk) (Details) - Customer Concentration Risk | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Trade Receivable | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 12.00% | |
Sales | First Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 12.00% | 12.00% |
Sales | Second Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 11.00% | 12.00% |
Summary of Significant Accoun49
Summary of Significant Accounting Policies and Practices (PPE Useful Life) (Details) | 12 Months Ended |
Jun. 30, 2018 | |
Minimum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 10 years |
Minimum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 3 years |
Minimum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 3 years |
Minimum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 3 years |
Maximum | Buildings and improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 40 years |
Maximum | Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 20 years |
Maximum | Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 15 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant, and equipment, useful life | 15 years |
Summary of Significant Accoun50
Summary of Significant Accounting Policies and Practices (Narrative) (Details) - USD ($) $ in Thousands | Oct. 25, 2014 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Accounting Policies [Abstract] | ||||
Research and development costs | $ 9,696 | $ 10,130 | $ 11,354 | |
Advertising costs | 35,138 | 30,333 | 24,835 | |
Money market securities, fair value | 99 | 21,800 | ||
Business Interruption Loss [Line Items] | ||||
Gain on fire insurance recovery | $ 0 | $ 0 | $ 9,752 | |
Tilda Milling Facility Fire | ||||
Business Interruption Loss [Line Items] | ||||
Gain on fire insurance recovery | $ 9,752 |
Summary of Significant Accoun51
Summary of Significant Accounting Policies and Practices (Newly Adopted Accounting Pronouncements) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Discrete tax expense (benefit) | $ 309 | ||
Decrease in financing activities | $ 69,482 | $ 147,089 | $ 3,212 |
ASU 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Decrease in financing activities | $ (3,298) | $ (11,317) |
Chief Executive Officer Succe52
Chief Executive Officer Succession Plan (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jun. 25, 2018 | Sep. 26, 2017 | Jun. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued in the period (in shares) | 685 | 195 | 416 | |||||
Fair value (USD per share) | $ 26.13 | $ 33.68 | $ 24.54 | |||||
Stock-based compensation expense | $ 11,177 | $ 9,658 | $ 12,688 | |||||
CEO | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cash separation payment | 1,453 | |||||||
Continuation costs | $ 209 | |||||||
Stock-based compensation expense | (2,244) | |||||||
Reduction to stock-based compensation expense | 2,222 | |||||||
Additional stock-based compensation expense | 19 | |||||||
CEO | Forecast | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Cash separation payment | $ 34,294 | |||||||
Additional stock-based compensation expense | 445 | |||||||
CEO | TSR | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued in the period (in shares) | 164 | 164 | 164 | |||||
Fair value (USD per share) | $ 3.19 | $ 31.60 | $ 3.19 | $ 31.60 | ||||
Stock-based compensation expense | $ 22 | |||||||
CEO | TSR | Forecast | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Expense from grant | $ 524 |
Earnings Per Share (Computation
Earnings Per Share (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income from continuing operations | $ (4,556) | $ 25,241 | $ 43,130 | $ 18,613 | $ (1,504) | $ 32,824 | $ 24,769 | $ 9,452 | $ 82,428 | $ 65,541 | $ 27,571 |
Net (loss) income from discontinued operations, net of tax | (65,385) | (12,555) | 3,973 | 1,233 | 1,817 | (1,496) | 2,417 | (849) | (72,734) | 1,889 | 19,858 |
Net income | $ (69,941) | $ 12,686 | $ 47,103 | $ 19,846 | $ 313 | $ 31,328 | $ 27,185 | $ 8,604 | $ 9,694 | $ 67,430 | $ 47,429 |
Denominator: | |||||||||||
Basic weighted average shares outstanding (shares) | 103,848 | 103,611 | 103,135 | ||||||||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units (shares) | 629 | 637 | 1,048 | ||||||||
Diluted weighted average shares outstanding (shares) | 104,477 | 104,248 | 104,183 | ||||||||
Basic net income (loss) per common share: | |||||||||||
Basic net income per common share from continuing operations (USD per share) | $ (0.04) | $ 0.24 | $ 0.42 | $ 0.18 | $ (0.01) | $ 0.32 | $ 0.24 | $ 0.09 | $ 0.79 | $ 0.63 | $ 0.27 |
Basic net income (loss) per common share from discontinued operations (USD per share) | (0.63) | (0.12) | 0.04 | 0.01 | 0.02 | (0.01) | 0.02 | (0.01) | (0.70) | 0.02 | 0.19 |
Basic net income per common share (USD per share) | (0.67) | 0.12 | 0.45 | 0.19 | 0 | 0.30 | 0.26 | 0.08 | 0.09 | 0.65 | 0.46 |
Diluted net income (loss) per common share: | |||||||||||
Diluted net income per common share from continuing operations (USD per share) | (0.04) | 0.24 | 0.41 | 0.18 | (0.01) | 0.31 | 0.24 | 0.09 | 0.79 | 0.63 | 0.26 |
Diluted net income (loss) per common share from discontinued operations (USD per share) | (0.63) | (0.12) | 0.04 | 0.01 | 0.02 | (0.01) | 0.02 | (0.01) | (0.70) | 0.02 | 0.19 |
Diluted net income per common share (USD per share) | $ (0.67) | $ 0.12 | $ 0.45 | $ 0.19 | $ 0 | $ 0.30 | $ 0.26 | $ 0.08 | $ 0.09 | $ 0.65 | $ 0.46 |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 21, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Authorized amount | $ 250,000,000 | |||
Remaining authorized repurchase amount | $ 250,000,000 | |||
Stock-Based Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 560,000 | 271,000 | 282,000 | |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 4,000 | 12,000 | 0 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - Hain Pure Protein - Held for Sale - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Impairments of long-lived assets held for sale | $ 78,464 | $ 0 |
Deferred income tax benefit | 20,166 | |
Deferred tax liability | $ 12,250 |
Discontinued Operations (Statem
Discontinued Operations (Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net (loss) income from discontinued operations, net of tax | $ (65,385) | $ (12,555) | $ 3,973 | $ 1,233 | $ 1,817 | $ (1,496) | $ 2,417 | $ (849) | $ (72,734) | $ 1,889 | $ 19,858 |
Hain Pure Protein | Held for Sale | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
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 | 0 | 0 | ||||||||
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 |
Discontinued Operations (Balanc
Discontinued Operations (Balance Sheet) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Assets | |||
Cash and cash equivalents | $ 6,460 | $ 9,937 | $ 12,932 |
Total current assets | 240,851 | 123,787 | |
Total noncurrent assets of discontinued operations | 0 | 175,104 | |
Liabilities | |||
Total current liabilities of discontinued operations | 49,846 | 37,948 | |
Total noncurrent liabilities of discontinued operations | 0 | 23,322 | |
Hain Pure Protein | Held for Sale | |||
Assets | |||
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) | 0 | |
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 |
Acquisitions (Fiscal 2018) (Nar
Acquisitions (Fiscal 2018) (Narrative) (Details) $ in Thousands | Dec. 01, 2017GBP (£) | Dec. 01, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | |||||
Acquisition-related costs | $ 409 | $ 2,035 | $ 3,679 | ||
Cash paid, net of cash acquired | $ 12,368 | $ 19,544 | $ 157,061 | ||
Clarks | |||||
Business Acquisition [Line Items] | |||||
Cash paid, net of cash acquired | £ 9,179,000 | $ 12,368 | |||
Contingent consideration, high range | £ | £ 1,500,000 | ||||
Contingent consideration arrangements, period for achievement operating results | 18 months | 18 months | |||
Clarks | Sales | |||||
Business Acquisition [Line Items] | |||||
Concentration risk, percentage (for Clarks acquisition, less than) | 1.00% | 1.00% |
Acquisitions (Fiscal 2017) (Nar
Acquisitions (Fiscal 2017) (Narrative) (Details) | Jun. 19, 2017USD ($) | Apr. 28, 2017GBP (£) | Apr. 28, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||||
Cash paid, net of cash acquired | $ 12,368,000 | $ 19,544,000 | $ 157,061,000 | |||
Better Bean | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid, net of cash acquired | $ 3,434,000 | |||||
Contingent consideration, high range | $ 4,000,000 | |||||
Contingent consideration arrangements, period for achievement operating results | 3 years | 3 years | ||||
Better Bean | Sales | ||||||
Business Acquisition [Line Items] | ||||||
Concentration risk, percentage | 1.00% | |||||
Yorkshire Provender | ||||||
Business Acquisition [Line Items] | ||||||
Cash paid, net of cash acquired | £ 12,465,000 | $ 16,110,000 | ||||
Contingent consideration, high range | £ | £ 1,500,000 | |||||
Contingent consideration arrangements, period for achievement operating results | 3 years | 3 years | ||||
Yorkshire Provender | Sales | ||||||
Business Acquisition [Line Items] | ||||||
Concentration risk, percentage | 1.00% |
Acquisitions (Fiscal 2016) (Nar
Acquisitions (Fiscal 2016) (Narrative) (Details) € in Thousands, shares in Thousands, $ in Thousands | Sep. 15, 2016GBP (£) | Dec. 21, 2015GBP (£) | Dec. 21, 2015USD ($) | Jul. 24, 2015USD ($)shares | Jul. 24, 2015EUR (€)shares | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | ||||||||
Cash paid, net of cash acquired | $ 12,368 | $ 19,544 | $ 157,061 | |||||
Contingent consideration paid | $ 0 | $ 3,969 | ||||||
FY'16 Acquisitions | Trade Names | ||||||||
Business Acquisition [Line Items] | ||||||||
Indefinite-lived intangible assets acquired | 10,965 | |||||||
FY'16 Acquisitions | Customer Relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquired finite-lived intangible assets | $ 58,726 | |||||||
Acquired finite-lived intangible assets, weighted average useful life | 15 years | |||||||
Orchard House | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid, net of cash acquired | £ 76,923,000 | $ 114,113 | ||||||
Business combination, contingent consideration | £ | £ 3,000,000 | |||||||
Contingent consideration paid | £ | £ 1,500,000 | |||||||
Net sales | $ 88,580 | |||||||
Income before income taxes | 4,622 | |||||||
Mona | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash paid, net of cash acquired | $ 24,948 | € 22,753 | ||||||
Net sales | 58,767 | |||||||
Income before income taxes | $ 3,464 | |||||||
Equity interest issued in business combination (shares) | shares | 240 | 240 | ||||||
Equity interest issued in business combination, value | $ 16,308 | |||||||
Debt assumed in business combination | € | € 16,252 |
Acquisitions (Pro Forma Results
Acquisitions (Pro Forma Results) (Details) - FY'16 Acquisitions $ / shares in Units, $ in Thousands | 12 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Net sales from continuing operations | $ 2,481,362 |
Net income from continuing operations | $ 31,412 |
Net income per common share from continuing operations - diluted (USD per share) | $ / shares | $ 0.30 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Inventory, Net [Abstract] | |||
Finished goods | $ 231,926 | $ 214,547 | |
Raw materials, work-in-progress and packaging | 159,599 | 127,448 | |
Total inventories | $ 391,525 | $ 341,995 | |
Inventory write-down | $ 4,913 |
Property, Plant and Equipment63
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 555,800 | $ 519,306 |
Less: Accumulated depreciation | 245,628 | 227,440 |
Property, plant and equipment, net | 310,172 | 291,866 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 28,378 | 28,092 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 83,289 | 83,648 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 323,348 | 300,750 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 54,092 | 50,773 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,894 | 15,613 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,519 | 29,296 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 17,280 | $ 11,134 |
Property, Plant and Equipment64
Property, Plant and Equipment, Net (Narrative) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 30, 2018USD ($)facility | Jun. 30, 2017USD ($)facility | Jun. 30, 2016USD ($) | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation | $ 33,973 | $ 33,558 | $ 32,641 | |||
Number of manufacturing facilities | facility | 3 | 1 | ||||
Impairment charge | $ 113 | $ 3,449 | ||||
United Kingdom | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charge | $ 3,476 | |||||
United States | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charge | $ 2,661 | |||||
Facility Closing | United Kingdom | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charge | $ 2,557 | |||||
Expected costs of closure of facility | 4,800 | $ 4,800 | ||||
Manufacturing Facility | United Kingdom | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charge | 6,344 | $ 23,712 | ||||
Machinery and equipment | United States | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Impairment charge | $ 2,057 | 2,057 | ||||
Prepaid expenses and other current assets | Manufacturing Facility | United Kingdom | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Assets held-for-sale | 3,767 | 3,767 | ||||
Prepaid expenses and other current assets | Machinery and equipment | United States | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Assets held-for-sale | $ 686 | $ 686 |
Goodwill and Other Intangible65
Goodwill and Other Intangible Assets (Changes in Carrying Amount of Goodwill) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill | |||||
Goodwill | $ 1,018,892,000 | $ 1,018,892,000 | $ 1,019,247,000 | ||
Acquisition activity | 7,062,000 | 10,045,000 | |||
Reallocation of goodwill between reporting units | 0 | 0 | |||
Translation and other adjustments, net | 5,882,000 | (10,400,000) | |||
Impairment charge | $ (7,700,000) | (7,700,000) | 0 | $ (84,548,000) | |
Goodwill | 1,024,136,000 | 1,024,136,000 | 1,018,892,000 | 1,019,247,000 | |
Accumulated impairment charge | 134,277,000 | 134,277,000 | 126,577,000 | 126,577,000 | |
United States | |||||
Goodwill | |||||
Goodwill | 588,333,000 | 588,333,000 | 605,702,000 | ||
Acquisition activity | 0 | 0 | |||
Reallocation of goodwill between reporting units | (35,519,000) | (16,377,000) | |||
Translation and other adjustments, net | 0 | (992,000) | |||
Impairment charge | 0 | ||||
Goodwill | 552,814,000 | 552,814,000 | 588,333,000 | 605,702,000 | |
United Kingdom | |||||
Goodwill | |||||
Goodwill | 329,135,000 | 329,135,000 | 332,561,000 | ||
Acquisition activity | 7,062,000 | 6,962,000 | |||
Reallocation of goodwill between reporting units | 35,519,000 | 0 | |||
Translation and other adjustments, net | 5,447,000 | (10,388,000) | |||
Impairment charge | 0 | 0 | |||
Goodwill | 377,163,000 | 377,163,000 | 329,135,000 | 332,561,000 | |
Accumulated impairment charge | 97,358,000 | 97,358,000 | 97,358,000 | 97,358,000 | |
Rest of World | |||||
Goodwill | |||||
Goodwill | $ 101,424,000 | 101,424,000 | 80,984,000 | ||
Acquisition activity | 0 | 3,083,000 | |||
Reallocation of goodwill between reporting units | 0 | 16,377,000 | |||
Translation and other adjustments, net | 435,000 | 980,000 | |||
Impairment charge | (7,700,000) | ||||
Goodwill | 94,159,000 | 94,159,000 | 101,424,000 | 80,984,000 | |
Europe | |||||
Goodwill | |||||
Accumulated impairment charge | 29,219,000 | 29,219,000 | $ 29,219,000 | $ 29,219,000 | |
Cultivate | Operating Segments | |||||
Goodwill | |||||
Accumulated impairment charge | $ 7,700,000 | $ 7,700,000 |
Goodwill and Other Intangible66
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment | $ 7,700,000 | $ 7,700,000 | $ 0 | $ 84,548,000 | ||
Long-lived asset and intangibles impairment | $ 14,033,000 | 40,452,000 | 43,200,000 | |||
Weighted average remaining amortization period | 10 years 1 month 6 days | |||||
Minimum | ||||||
Segment Reporting Information [Line Items] | ||||||
Finite-lived intangible asset, useful life | 3 years | |||||
Maximum | ||||||
Segment Reporting Information [Line Items] | ||||||
Finite-lived intangible asset, useful life | 25 years | |||||
Rest of World | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment | $ 7,700,000 | |||||
United Kingdom | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment | $ 0 | 0 | ||||
Long-lived asset and intangibles impairment | $ 26,373,000 | 26,373,000 | $ 3,476,000 | |||
United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Goodwill impairment | 0 | |||||
Trade Names | ||||||
Segment Reporting Information [Line Items] | ||||||
Long-lived asset and intangibles impairment | $ 5,632,000 | $ 14,079,000 | 5,632,000 | 14,079,000 | ||
Trade Names | Rest of World | ||||||
Segment Reporting Information [Line Items] | ||||||
Long-lived asset and intangibles impairment | 5,100,000 | |||||
Trade Names | United Kingdom | ||||||
Segment Reporting Information [Line Items] | ||||||
Long-lived asset and intangibles impairment | $ 532,000 | |||||
Trade Names | United States | ||||||
Segment Reporting Information [Line Items] | ||||||
Long-lived asset and intangibles impairment | $ 6,500,000 |
Goodwill and Other Intangible67
Goodwill and Other Intangible Assets (Components of Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Non-amortized intangible assets: | ||
Trademarks and trade names | $ 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 |
Trademarks and trade names | ||
Amortized intangible assets: | ||
Impairment charge | $ 65,834 | $ 60,202 |
Goodwill and Other Intangible68
Goodwill and Other Intangible Assets (Amortization Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization of intangible assets | $ 18,202 | $ 16,988 | $ 17,544 |
Goodwill and Other Intangible69
Goodwill and Other Intangible Assets (Expected Amortization Expense Over Next Five Fiscal Years) (Details) $ in Thousands | Jun. 30, 2018USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2,019 | $ 15,675 |
2,020 | 14,379 |
2,021 | 13,913 |
2,022 | 13,209 |
2,023 | $ 12,620 |
Accrued Expenses and Other Cu70
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Payables and Accruals [Abstract] | ||
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 |
Accrued expenses and other current liabilities | $ 116,001 | $ 106,727 |
Debt and Borrowings (Components
Debt and Borrowings (Components of Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Line of Credit Facility [Line Items] | ||
Less: Unamortized issuance costs | $ (692) | $ 0 |
Other borrowings | 7,358 | 8,285 |
Long-term debt | 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 |
Unsecured revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Other borrowings | 316 | |
Credit Agreement | Unsecured revolving credit facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 401,852 | 733,715 |
Term Loan | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 296,250 | 0 |
Tilda | Term Loan | ||
Line of Credit Facility [Line Items] | ||
Tilda short-term borrowing arrangements | $ 9,338 | $ 7,761 |
Debt and Borrowings (Narrative)
Debt and Borrowings (Narrative) (Details) | Dec. 12, 2014USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2018GBP (£) | Jun. 30, 2018USD ($) | Jun. 30, 2018EUR (€) | Mar. 31, 2018USD ($) | Feb. 06, 2018USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Other borrowings | $ 8,285,000 | $ 7,358,000 | |||||||
Interest paid | $ 24,168,000 | 18,819,000 | $ 24,208,000 | ||||||
Tilda | Term Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | £ | £ 52,000,000 | ||||||||
Debt term | 6 months | ||||||||
Short-term debt, weighted average interest rate | 3.92% | 3.92% | 3.92% | ||||||
Tilda short-term borrowing arrangements | 7,761,000 | $ 9,338,000 | |||||||
Unsecured revolving credit facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | € | € 12,500,000 | ||||||||
Other borrowings | 316,000 | ||||||||
Unsecured revolving credit facility | Tilda Hain Indian | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | $ 4,000,000 | ||||||||
Line of credit facility outstanding | $ 0 | ||||||||
Unsecured revolving credit facility | Eurocurrency Rate | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.10% | ||||||||
Short-term debt, weighted average interest rate | 1.10% | 1.10% | 1.10% | ||||||
Unsecured revolving credit facility | Second Amended and Restated Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | $ 1,000,000,000 | ||||||||
Interest coverage ratio, less than | 4 | ||||||||
Leverage ratio | 3.5 | ||||||||
Consolidated leverage ratio | 4 | ||||||||
Unsecured revolving credit facility | Amended Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt issuance costs, revolving credit facility | $ 2,891,000 | ||||||||
Unsecured revolving credit facility | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility outstanding | 733,715,000 | $ 401,852,000 | |||||||
Term Loan | Amended Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Revolving credit facility | 300,000,000 | ||||||||
Additional borrowing capacity | 400,000,000 | ||||||||
Available borrowing capacity | $ 589,172,000 | ||||||||
Weighted average interest rate | 3.51% | 3.51% | 3.51% | ||||||
Periodic payment | $ 3,750,000 | ||||||||
Debt issuance cost | 3,646,000 | ||||||||
Amortization of debt issuance costs | $ 755,000 | ||||||||
Term Loan | Amended Credit Agreement | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee percentage | 0.20% | ||||||||
Term Loan | Amended Credit Agreement | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Commitment fee percentage | 0.30% | ||||||||
Term Loan | Amended Credit Agreement | Eurocurrency Rate | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.875% | ||||||||
Term Loan | Amended Credit Agreement | Eurocurrency Rate | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 1.70% | ||||||||
Term Loan | Amended Credit Agreement | Base Rate | Minimum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.00% | ||||||||
Term Loan | Amended Credit Agreement | Base Rate | Maximum | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Basis spread on variable rate | 0.70% | ||||||||
Term Loan | Term Loan | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of credit facility outstanding | $ 0 | $ 296,250,000 | |||||||
Letter of credit | Amended Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Borrowings outstanding under credit agreement | $ 8,976,000 |
Debt and Borrowings (Maturities
Debt and Borrowings (Maturities of Debt Instruments) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Debt Disclosure [Abstract] | ||
2,019 | $ 26,605 | |
2,020 | 16,988 | |
2,021 | 16,857 | |
2,022 | 15,339 | |
2,023 | 638,154 | |
Thereafter | 163 | |
Long-term debt | $ 714,106 | $ 749,761 |
Income Taxes (Components of Inc
Income Taxes (Components of Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ (13,936) | $ 47,781 | $ 126,686 | ||||||||
Foreign | 95,138 | 40,097 | (39,617) | ||||||||
Income from continuing operations before income taxes and equity in net income of equity-method investees | $ 5,838 | $ 24,032 | $ 25,246 | $ 26,086 | $ 1,366 | $ 42,150 | $ 34,116 | $ 10,246 | $ 81,202 | $ 87,878 | $ 87,069 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Current: | |||
Federal | $ (1,309) | $ 18,331 | $ 9,953 |
State and local | 1,383 | (293) | 1,668 |
Foreign | 20,542 | 14,884 | 14,737 |
Current income tax expense | 20,616 | 32,922 | 26,358 |
Deferred: | |||
Federal | (22,612) | (3,198) | 30,711 |
State and local | 1,973 | 960 | 5,017 |
Foreign | (864) | (8,218) | (2,635) |
Deferred income tax expense | (21,503) | (10,456) | 33,093 |
Total | $ (887) | $ 22,466 | $ 59,451 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Cash paid for income taxes, net of refunds | $ 24,284 | $ (2,900) | $ 44,225 | |
Provisional income tax expense | 25,006 | |||
Tax expense transition tax on the foreign subsidiaries’ accumulated, unremitted earnings | 7,054 | |||
Tax credit carry forwards | 877 | 877 | ||
Undistributed earnings of foreign subsidiaries | 32,967 | |||
Valuation allowances | 14,969 | 14,850 | 15,310 | |
Unrecognized tax benefits | 6,730 | 11,602 | 16,019 | $ 10,759 |
Unrecognized tax benefits that would impact effective tax rate | 2,917 | 6,409 | $ 10,826 | |
Interest and penalties, accrued | 82 | 460 | ||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 23,057 | 25,144 | ||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 30,065 | $ 43,306 |
Income Taxes (Reconciliation of
Income Taxes (Reconciliation of Expected Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Expected United States federal income tax at statutory rate | $ 22,818 | $ 30,757 | $ 30,474 |
State income taxes, net of federal benefit | 2,774 | 2,757 | 4,263 |
Domestic manufacturing deduction | 0 | (846) | (505) |
Foreign income at different rates | (7,174) | (6,539) | (4,051) |
Impairment of goodwill and intangibles | 1,816 | 0 | 23,172 |
Change in valuation allowance | 119 | (60) | 5,067 |
Corporate tax reorganization | 0 | 0 | (4,173) |
Unrealized foreign exchange losses | 0 | 807 | 7,056 |
Change in reserves for uncertain tax positions | (3,859) | (4,417) | 1,448 |
Tax Act’s transition tax | 7,054 | 0 | 0 |
Tax Act’s impact of deferred taxes | (25,006) | 0 | 0 |
Reduction of deferred tax liabilities resulting from change in United Kingdom tax rate | 0 | (1,841) | (4,942) |
Other | 571 | 1,848 | 1,642 |
Total | $ (887) | $ 22,466 | $ 59,451 |
Effective Income Tax Rate Reconciliation, Percent | |||
Expected United States federal income tax at statutory rate | 28.10% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 3.40% | 3.10% | 4.90% |
Domestic manufacturing deduction | (0.00%) | (1.00%) | (0.60%) |
Foreign income at different rates | (8.80%) | (7.40%) | (4.70%) |
Impairment of goodwill and intangibles | 2.20% | 0.00% | 26.60% |
Change in valuation allowance | 0.10% | (0.10%) | 5.80% |
Corporate tax reorganization | (0.00%) | (0.00%) | (4.80%) |
Unrealized foreign exchange losses | 0.00% | 0.90% | 8.10% |
Change in reserves for uncertain tax positions | (4.80%) | (5.00%) | 1.70% |
Tax Act’s transition tax | 8.70% | 0.00% | 0.00% |
Tax Act’s impact of deferred taxes | (30.80%) | 0.00% | 0.00% |
Reduction of deferred tax liabilities resulting from change in United Kingdom tax rate | 0.00% | (2.10%) | (5.70%) |
Other | 0.80% | 2.20% | 2.00% |
(Benefit) provision for income taxes | (1.10%) | 25.60% | 68.30% |
Income Taxes (Components of Def
Income Taxes (Components of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
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 | ||
Other | (616) | ||
Valuation allowances | (14,969) | (14,850) | $ (15,310) |
Total net deferred tax liabilities | $ (86,909) | (97,917) | |
Non-current deferred tax assets | $ 429 |
Income Taxes (Changes in Valuat
Income Taxes (Changes in Valuation Allowances) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Valuation Allowance [Roll Forward] | ||
Balance at beginning of year | $ 14,850 | $ 15,310 |
Balance at end of year | 14,969 | 14,850 |
Additions charged to income tax expense | ||
Valuation Allowance [Roll Forward] | ||
Change in valuation allowance | 1,251 | 1,862 |
Reductions credited to income tax expense | ||
Valuation Allowance [Roll Forward] | ||
Change in valuation allowance | (1,345) | (1,922) |
Currency translation adjustments | ||
Valuation Allowance [Roll Forward] | ||
Change in valuation allowance | $ 213 | $ (400) |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits Activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
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 | 0 | 0 | 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 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - shares | Jun. 30, 2018 | Jun. 30, 2017 |
Equity [Abstract] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders' Equity (Accumulat
Stockholders' Equity (Accumulated Other Comprehensive Loss) (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Total other comprehensive income (loss) | $ 11,239,000 | $ (23,368,000) | $ (130,480,000) |
Foreign currency translation adjustments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income (loss) before reclassifications | 11,497,000 | (22,951,000) | |
Deferred gains/(losses) on cash flow hedging instruments | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income (loss) before reclassifications | 39,000 | 196,000 | |
Amounts reclassified into income | (106,000) | (575,000) | |
Reclassified into income, before taxes | 132,000 | 1,233,000 | |
Unrealized gain on available for sale investment | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income (loss) before reclassifications | (191,000) | (51,000) | |
Amounts reclassified into income | 0 | 13,000 | |
Reclassified into income, before taxes | 0 | 21,000 | |
Intra-entity foreign currency transactions | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other comprehensive income (loss) before reclassifications | $ 493,000 | $ (18,385,000) |
Stock-Based Compensation and 83
Stock-Based Compensation and Incentive Performance Plans (Stock Plans Narrative) (Details) | 12 Months Ended | |||||||
Jun. 30, 2018planshares | Jun. 30, 2017shares | Jun. 30, 2016shares | Jun. 30, 2015shares | Jun. 30, 2014shares | Nov. 30, 2012shares | Dec. 31, 2003shares | May 31, 2000shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shareholder-approved plans | plan | 2 | |||||||
Equity instruments other than options, nonvested (in shares) | 1,057,000 | 992,000 | 1,121,000 | 1,145,000 | ||||
Number of shares available for grant (in shares) | 11,678,000 | |||||||
Options outstanding (in shares) | 122,000 | 122,000 | 342,000 | 1,249,000 | ||||
Long Term Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | 31,500,000 | |||||||
Awards denominated in shares of common stock other than options and stock appreciation rights, value again available share limit | 2.07 | |||||||
Expiration period | 7 years | |||||||
Options granted in the period (in shares) | 0 | 0 | 0 | |||||
Equity instruments other than options granted in the period (in shares) | 685,000 | 195,000 | 498,000 | |||||
Equity instruments other than options, nonvested (in shares) | 1,057,000 | |||||||
Number of shares available for grant (in shares) | 10,495,000 | |||||||
Options outstanding (in shares) | 0 | |||||||
Long Term Incentive Plan | Before Amendments | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | 3,200,000 | |||||||
Executive Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options granted in the period (in shares) | 307,000 | 0 | 366,000 | |||||
Executive Incentive Plan | Subject to Achievement | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Equity instruments other than options granted in the period (in shares) | 307,000 | 0 | 284,000 | |||||
Directors Stock Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | 1,900,000 | |||||||
Expiration period | 7 years | |||||||
Options granted in the period (in shares) | 0 | 0 | 0 | |||||
Equity instruments other than options granted in the period (in shares) | 0 | 0 | ||||||
Directors Stock Plan | Before Amendments | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock reserved for issuance (in shares) | 1,500,000 | |||||||
Prior Hain And Celestial Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Options outstanding (in shares) | 122,000 |
Stock-Based Compensation and 84
Stock-Based Compensation and Incentive Performance Plans (Compensation Cost and Related Income Tax Benefits Recognized) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
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 |
Net reduction | $ 2,222 |
Stock-Based Compensation and 85
Stock-Based Compensation and Incentive Performance Plans (Summary of Stock Option Activity) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Outstanding | |||
Outstanding at beginning of year (in shares) | 122 | 342 | 1,249 |
Exercised (in shares) | 0 | (220) | (907) |
Outstanding at end of the year (in shares) | 122 | 122 | 342 |
Options exercisable at year end (in shares) | 122 | 122 | 342 |
Weighted Average Exercise Price | |||
Outstanding beginning of the year (USD per share) | $ 2.26 | $ 6.66 | $ 6.12 |
Exercised (USD per share) | 0 | 9.10 | 5.91 |
Outstanding end of the year (USD per share) | 2.26 | 2.26 | 6.66 |
Options exercisable at end of year (USD per share) | $ 2.26 | $ 2.26 | $ 6.66 |
Stock-Based Compensation and 86
Stock-Based Compensation and Incentive Performance Plans (Schedule of Cash Proceeds Received From Share-Based Payment Awards) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Intrinsic value of options exercised | $ 0 | $ 6,507 | $ 27,147 |
Cash received from stock option exercises | 0 | 0 | 0 |
Tax benefit recognized from stock option exercises | $ 0 | $ 2,538 | $ 10,587 |
Stock-Based Compensation and 87
Stock-Based Compensation and Incentive Performance Plans (Other Narrative) (Details) | Jun. 25, 2018$ / shares | Sep. 26, 2017$ / sharesshares | Jul. 03, 2012USD ($)tranchetarget$ / sharesshares | Oct. 31, 2015USD ($)shares | Jun. 30, 2018USD ($)condition$ / sharesshares | Sep. 30, 2017$ / sharesshares | Jun. 30, 2018USD ($)condition$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Aggregate intrinsic value of outstanding options | $ | $ 3,358,000 | $ 3,358,000 | |||||||
Weighted average remaining contractual life | 13 years | ||||||||
Unrecognized compensation expense | $ | $ 0 | $ 0 | |||||||
Shares issued in the period (in shares) | 685,000 | 195,000 | 416,000 | ||||||
Fair value (USD per share) | $ / shares | $ 26.13 | $ 33.68 | $ 24.54 | ||||||
CEO Grant July 2012 granted (in shares) | 11,678,000 | 11,678,000 | |||||||
CEO Grant July 2012 Total Fair Value | $ | $ 17,898,000 | $ 6,567,000 | $ 10,203,000 | ||||||
Nonvested awards other than options, unrecognized cots | $ | $ 12,833,000 | 12,833,000 | |||||||
Compensation expense, other than stock-based equity or TSR grants | $ | $ 1,313,000 | $ 4,044,000 | $ 2,037,000 | ||||||
Long Term Incentive Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
CEO Grant July 2012 granted (in shares) | 10,495,000 | 10,495,000 | |||||||
Award requisite service period | 3 years | ||||||||
Long Term Incentive Plan 2016-2018 and 2017-2019 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Conversion of common stock (in shares) | 1 | ||||||||
Award requisite service period | 3 years | ||||||||
Long Term Incentive Plan 2015-2016 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 3 years | ||||||||
Award requisite service period | 2 years | ||||||||
Long Term Incentive Plan 2014-2015 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued in the period (in shares) | 82,000 | ||||||||
LTIP value settled after deducting initial equity grants | $ | $ 4,400,000 | ||||||||
Restricted Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Compensation costs not yet recognized, period for recognition | 1 year 9 months 18 days | ||||||||
CEO | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
CEO Grant July 2012 granted (in shares) | 800,000 | ||||||||
Number of share price targets | target | 4 | ||||||||
Consecutive trading days | 45 days | ||||||||
Award vesting period | 5 years | ||||||||
CEO Grant July 2012 Total Fair Value | $ | $ 16,151,000 | ||||||||
Compensation costs not yet recognized, period for recognition | 4 years | ||||||||
Number of market conditions | condition | 4 | 4 | |||||||
Number of tranches | tranche | 4 | ||||||||
CEO | TSR | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares issued in the period (in shares) | 164,000 | 164,000 | 164,000 | ||||||
Fair value (USD per share) | $ / shares | $ 3.19 | $ 31.60 | $ 3.19 | $ 31.60 | |||||
CEO | Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
CEO Grant July 2012 granted (in shares) | 200,000 | ||||||||
CEO Grant July 2012 market price targets (in USD per share) | $ / shares | $ 31.25 | ||||||||
CEO | Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
CEO Grant July 2012 market price targets (in USD per share) | $ / shares | 36.25 | ||||||||
CEO | Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
CEO Grant July 2012 market price targets (in USD per share) | $ / shares | 41.25 | ||||||||
CEO | Tranche Four | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
CEO Grant July 2012 market price targets (in USD per share) | $ / shares | $ 50 |
Stock-Based Compensation and 88
Stock-Based Compensation and Incentive Performance Plans (Non-Vested Restricted Stock and Restricted Share Unit Awards) (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Number of Shares | |||
Non-vested restricted stock and restricted share units - beginning of year (in shares) | 992 | 1,121 | 1,145 |
Granted (in shares) | 685 | 195 | 416 |
Vested (in shares) | (433) | (290) | (408) |
Forfeited (in shares) | (187) | (34) | (32) |
Non-vested restricted stock and restricted share units - end of year (in shares) | 1,057 | 992 | 1,121 |
Weighted Average Grant Date Fair Value | |||
Non-vested restricted stock and units - beginning of year, Weighted Average Grant Date Fair Value (USD per share) | $ 27.59 | $ 28.24 | $ 32.30 |
Granted (USD per share) | 26.13 | 33.68 | 24.54 |
Vested (USD per share) | 36.68 | 33.89 | 35.13 |
Forfeited (USD per share) | 31.15 | 29.88 | 45.83 |
Non-vested restricted stock and units - end of year, Weighted Average Grant Date Fair Value (USD per share) | $ 22.29 | $ 27.59 | $ 28.24 |
Stock-Based Compensation and 89
Stock-Based Compensation and Incentive Performance Plans (Restricted Stock Grant Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
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 |
Investments and Joint Ventures
Investments and Joint Ventures (Equity Method Investments) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 | Oct. 27, 2015 |
Hutchison Hain Organic Holdings Limited | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | ||
Advances to affiliate | $ 3,020 | $ 1,629 | |
Chop't | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 13.40% | 14.90% | |
Carrying value of investment | $ 15,524 | $ 16,487 | |
Percentage of diluted basis | 11.90% | ||
HFN | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investment, ownership percentage | 50.00% | ||
Carrying value of investment | $ 1,489 |
Investments and Joint Venture91
Investments and Joint Ventures (Available for Sale Securities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Equity Method Investments and Joint Ventures [Abstract] | ||
Percentage of ownership (less than) | 1.00% | |
Sale of available for sale security (in shares) | 0 | 102,000 |
Loss on sale of available for sale security | $ 21 | |
Shares held (in shares) | 933,000 | |
Available for sale securities | $ 692 | 882 |
Amortized cost basis, available for sale securities | $ 1,164 | $ 1,164 |
Financial Instruments Measure92
Financial Instruments Measured at Fair Value (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 |
Assets: | |||
Cash equivalents | $ 99 | $ 21,800 | |
Forward foreign currency contracts | 365 | 99 | |
Available for sale securities | 692 | 882 | |
Assets total | 1,156 | 22,781 | |
Liabilities: | |||
Forward foreign currency contracts | 27 | 53 | |
Contingent consideration | 1,909 | 2,656 | $ 3,553 |
Total | 1,936 | 2,709 | |
Quoted prices in active markets (Level 1) | |||
Assets: | |||
Cash equivalents | 99 | 21,800 | |
Forward foreign currency contracts | 0 | 0 | |
Available for sale securities | 692 | 882 | |
Assets total | 791 | 22,682 | |
Liabilities: | |||
Forward foreign currency contracts | 0 | 0 | |
Contingent consideration | 0 | 0 | |
Total | 0 | 0 | |
Significant other observable inputs (Level 2) | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Forward foreign currency contracts | 365 | 99 | |
Available for sale securities | 0 | 0 | |
Assets total | 365 | 99 | |
Liabilities: | |||
Forward foreign currency contracts | 27 | 53 | |
Contingent consideration | 0 | 0 | |
Total | 27 | 53 | |
Significant unobservable inputs (Level 3) | |||
Assets: | |||
Cash equivalents | 0 | 0 | |
Forward foreign currency contracts | 0 | 0 | |
Available for sale securities | 0 | 0 | |
Assets total | 0 | 0 | |
Liabilities: | |||
Forward foreign currency contracts | 0 | 0 | |
Contingent consideration | 1,909 | 2,656 | |
Total | $ 1,909 | $ 2,656 |
Financial Instruments Measure93
Financial Instruments Measured at Fair Value (Narrative) (Details) | Dec. 01, 2017GBP (£) | Jun. 19, 2017USD ($) | Apr. 28, 2017GBP (£) | Sep. 15, 2016GBP (£) | Feb. 20, 2015CAD ($)period | Jun. 30, 2017CAD ($) | Jun. 30, 2016CAD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 21, 2015GBP (£) |
Business Acquisition [Line Items] | ||||||||||
Contingent consideration paid | $ 0 | $ 3,969,000 | ||||||||
Contingent consideration adjustment | (2,281,000) | 526,000 | ||||||||
Discontinued foreign exchange hedges | 0 | 0 | ||||||||
Cash Flow Hedges | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Derivative, notional amount | 1,828,000 | |||||||||
Fair value amounts of foreign exchange derivative contracts, assets | 84,000 | |||||||||
Fair Value Hedges | Not Designated as Hedging Instrument | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Derivative, notional amount | 20,986,000 | 6,114,000 | ||||||||
Fair value amounts of foreign exchange derivative contracts, assets | $ 338,000 | |||||||||
Fair value amounts of foreign exchange derivative contracts, liabilities | $ (38,000) | |||||||||
Belvedere | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, high range | $ 4,000,000 | |||||||||
Contingent consideration arrangements, number of periods for achievement operating results | period | 2 | |||||||||
Contingent consideration arrangements, period for achievement operating results | 1 year | |||||||||
Contingent consideration paid | $ 2,000,000 | $ 2,000,000 | ||||||||
Orchard House | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration paid | £ | £ 1,500,000 | |||||||||
Business combination, contingent consideration | £ | £ 3,000,000 | |||||||||
Better Bean | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, high range | $ 4,000,000 | |||||||||
Contingent consideration arrangements, period for achievement operating results | 3 years | 3 years | ||||||||
Yorkshire Provender | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, high range | £ | £ 1,500,000 | |||||||||
Contingent consideration arrangements, period for achievement operating results | 3 years | |||||||||
Clarks | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration, high range | £ | £ 1,500,000 | |||||||||
Contingent consideration arrangements, period for achievement operating results | 18 months |
Financial Instruments Measure94
Financial Instruments Measured at Fair Value (Summary of Level 3 Activity) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
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 | 0 | (3,969) |
Translation adjustment | (13) | (106) |
Balance at end of year | $ 1,909 | $ 2,656 |
Commitments and Contingencies95
Commitments and Contingencies (Operating Lease Future Minimum Payments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |||
2,019 | $ 16,382 | ||
2,020 | 14,044 | ||
2,021 | 10,566 | ||
2,022 | 9,453 | ||
2,023 | 8,848 | ||
Thereafter | 44,360 | ||
Total | 103,653 | ||
Rent expense | $ 36,054 | $ 35,153 | $ 32,444 |
Commitments and Contingencies96
Commitments and Contingencies (Legal Proceedings) (Details) | Apr. 26, 2017complaint | Aug. 17, 2016complaint | Aug. 19, 2015USD ($)retailerdistributor | Dec. 29, 2016complaint |
Securities Complaints | ||||
Loss Contingencies [Line Items] | ||||
Number of complaints | 3 | |||
Derivative Complaints | ||||
Loss Contingencies [Line Items] | ||||
Number of complaints | 2 | |||
Barnes Complaint | ||||
Loss Contingencies [Line Items] | ||||
Number of complaints | 2 | |||
Center for Environmental Health | ||||
Loss Contingencies [Line Items] | ||||
Number of retailers | retailer | 5 | |||
Number of distributors | distributor | 1 | |||
Value per day | $ | $ 2,500 |
Defined Contribution Plans (Det
Defined Contribution Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Retirement Benefits [Abstract] | |||
Defined contribution plan eligibility minimum days worked | 30 days | ||
Defined contribution plan, costs | $ 1,371 | $ 1,367 | $ 1,236 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) - segment | 12 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 7 | 8 |
Segment Information (Segment Da
Segment Information (Segment Data) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 619,598,000 | $ 632,720,000 | $ 616,232,000 | $ 589,219,000 | $ 602,891,000 | $ 588,798,000 | $ 587,021,000 | $ 564,795,000 | $ 2,457,769,000 | $ 2,343,505,000 | $ 2,392,864,000 |
Operating Income | 16,580,000 | 29,254,000 | 30,965,000 | 29,241,000 | 7,174,000 | 49,621,000 | 37,859,000 | 14,769,000 | 106,040,000 | 109,423,000 | 118,801,000 |
Acquisition and restructuring charges | 10,388,000 | 12,065,000 | |||||||||
Accounting review and remediation costs, net of insurance proceeds | 2,887,000 | $ 3,313,000 | $ 4,451,000 | 3,642,000 | 9,473,000 | $ 7,124,000 | $ 7,005,000 | $ 5,960,000 | 9,293,000 | 29,562,000 | 0 |
Long-lived asset and intangibles impairment | 14,033,000 | 40,452,000 | 43,200,000 | ||||||||
Goodwill impairment | 7,700,000 | 7,700,000 | 0 | 84,548,000 | |||||||
Trade Names | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | $ 5,632,000 | 14,079,000 | 5,632,000 | 14,079,000 | |||||||
Rest of World | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Goodwill impairment | 7,700,000 | ||||||||||
Rest of World | Trade Names | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | 5,100,000 | ||||||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Goodwill impairment | 0 | ||||||||||
United States | Trade Names | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | 6,500,000 | ||||||||||
United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | $ 26,373,000 | $ 26,373,000 | $ 3,476,000 | ||||||||
Goodwill impairment | $ 0 | 0 | |||||||||
United Kingdom | Trade Names | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | $ 532,000 | ||||||||||
Sales | Customer Concentration Risk | First Customer | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration risk, percentage | 11.00% | 12.00% | 12.00% | ||||||||
Sales | Customer Concentration Risk | Second Customer | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration risk, percentage | 11.00% | 11.00% | 12.00% | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 2,457,769,000 | $ 2,343,505,000 | $ 2,392,864,000 | ||||||||
Operating Income | 181,025,000 | 229,265,000 | 287,378,000 | ||||||||
Operating Segments | Rest of World | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 434,869,000 | 383,942,000 | 368,864,000 | ||||||||
Operating Income | 38,660,000 | 32,010,000 | 27,898,000 | ||||||||
Operating Segments | United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 1,084,871,000 | 1,107,806,000 | 1,164,817,000 | ||||||||
Operating Income | 86,319,000 | 145,307,000 | 188,671,000 | ||||||||
Operating Segments | United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 938,029,000 | 851,757,000 | 859,183,000 | ||||||||
Operating Income | 56,046,000 | 51,948,000 | 70,809,000 | ||||||||
Corporate and Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating Income | (74,985,000) | (119,842,000) | (168,577,000) | ||||||||
Acquisition and restructuring charges | 12,841,000 | ||||||||||
Accounting review and remediation costs, net of insurance proceeds | $ 9,293,000 | 29,562,000 | |||||||||
Long-lived asset and intangibles impairment | 14,079,000 | 39,724,000 | |||||||||
Corporate and Other | United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | 18,792,000 | ||||||||||
Corporate and Other | United Kingdom | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Long-lived asset and intangibles impairment | $ 7,579,000 | 20,932,000 | |||||||||
Goodwill impairment | $ 84,548,000 |
Segment Information (Net Sales)
Segment Information (Net Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | $ 619,598 | $ 632,720 | $ 616,232 | $ 589,219 | $ 602,891 | $ 588,798 | $ 587,021 | $ 564,795 | $ 2,457,769 | $ 2,343,505 | $ 2,392,864 |
United States | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | 1,144,832 | 1,167,688 | 1,237,240 | ||||||||
United Kingdom | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | 938,029 | 851,757 | 859,183 | ||||||||
All Other | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | 374,908 | 324,060 | 296,441 | ||||||||
Grocery | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | 1,842,535 | 1,743,860 | 1,800,640 | ||||||||
Snacks | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | 302,795 | 312,784 | 307,797 | ||||||||
Personal Care | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | 196,245 | 176,408 | 171,669 | ||||||||
Tea | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | $ 116,194 | $ 110,453 | $ 112,758 |
Segment Information (Long-lived
Segment Information (Long-lived Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Jun. 30, 2017 |
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 360,564 | $ 341,099 |
United States | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | 99,650 | 112,373 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | 174,214 | 165,334 |
All Other | ||
Segment Reporting Information [Line Items] | ||
Long lived assets | $ 86,700 | $ 63,392 |
Quarterly Financial Data (Un102
Quarterly Financial Data (Unaudited) (Schedule of Quarterly Data) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 619,598 | $ 632,720 | $ 616,232 | $ 589,219 | $ 602,891 | $ 588,798 | $ 587,021 | $ 564,795 | $ 2,457,769 | $ 2,343,505 | $ 2,392,864 |
Gross profit | 125,097 | 133,013 | 133,950 | 123,388 | 143,862 | 139,203 | 130,011 | 106,320 | 515,448 | 519,396 | 565,462 |
Operating income (loss) | 16,580 | 29,254 | 30,965 | 29,241 | 7,174 | 49,621 | 37,859 | 14,769 | 106,040 | 109,423 | 118,801 |
Income before income taxes and equity in earnings of equity-method investees | 5,838 | 24,032 | 25,246 | 26,086 | 1,366 | 42,150 | 34,116 | 10,246 | 81,202 | 87,878 | 87,069 |
Net income from continuing operations | (4,556) | 25,241 | 43,130 | 18,613 | (1,504) | 32,824 | 24,769 | 9,452 | 82,428 | 65,541 | 27,571 |
Net (loss) income from discontinued operations, net of tax | (65,385) | (12,555) | 3,973 | 1,233 | 1,817 | (1,496) | 2,417 | (849) | (72,734) | 1,889 | 19,858 |
Net income | $ (69,941) | $ 12,686 | $ 47,103 | $ 19,846 | $ 313 | $ 31,328 | $ 27,185 | $ 8,604 | $ 9,694 | $ 67,430 | $ 47,429 |
Net income (loss) per common share: | |||||||||||
Basic net income per common share from continuing operations (USD per share) | $ (0.04) | $ 0.24 | $ 0.42 | $ 0.18 | $ (0.01) | $ 0.32 | $ 0.24 | $ 0.09 | $ 0.79 | $ 0.63 | $ 0.27 |
Basic net (loss) income per common share from discontinued operations (USD per share) | (0.63) | (0.12) | 0.04 | 0.01 | 0.02 | (0.01) | 0.02 | (0.01) | (0.70) | 0.02 | 0.19 |
Basic net income per common share (USD per share) | (0.67) | 0.12 | 0.45 | 0.19 | 0 | 0.30 | 0.26 | 0.08 | 0.09 | 0.65 | 0.46 |
Diluted net (loss) income per common share from continuing operations (USD per share) | (0.04) | 0.24 | 0.41 | 0.18 | (0.01) | 0.31 | 0.24 | 0.09 | 0.79 | 0.63 | 0.26 |
Diluted net (loss) income per common share from discontinued operations (USD per share) | (0.63) | (0.12) | 0.04 | 0.01 | 0.02 | (0.01) | 0.02 | (0.01) | (0.70) | 0.02 | 0.19 |
Diluted net income per common share (USD per share) | $ (0.67) | $ 0.12 | $ 0.45 | $ 0.19 | $ 0 | $ 0.30 | $ 0.26 | $ 0.08 | $ 0.09 | $ 0.65 | $ 0.46 |
Quarterly Financial Data (Un103
Quarterly Financial Data (Unaudited) (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Goodwill impairment | $ 7,700,000 | $ 7,700,000 | $ 0 | $ 84,548,000 | |||||||
Goodwill impairment, net | 5,553,000 | ||||||||||
Intangibles impairment | 14,033,000 | 40,452,000 | 43,200,000 | ||||||||
Impairment charge related to long-lived assets | 113,000 | $ 3,449,000 | |||||||||
Impairment charge related to long-lived assets, net | 104,000 | 2,593,000 | |||||||||
Accounting review costs | 2,887,000 | $ 3,313,000 | 4,451,000 | $ 3,642,000 | $ 9,473,000 | $ 7,124,000 | $ 7,005,000 | $ 5,960,000 | 9,293,000 | 29,562,000 | 0 |
Accounting review costs, net | 1,941,000 | 2,654,000 | $ 3,346,000 | 2,638,000 | 6,773,000 | $ 5,029,000 | $ 5,050,000 | $ 4,112,000 | |||
Insurance proceeds | 5,000,000 | ||||||||||
Insurance proceeds, net | 3,622,000 | ||||||||||
United Kingdom | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Impairment charge related to long-lived assets | 3,476,000 | ||||||||||
United States | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Impairment charge related to long-lived assets | 2,661,000 | ||||||||||
Facility Closing | United Kingdom | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Impairment charge related to long-lived assets | 2,557,000 | ||||||||||
Machinery and equipment | United Kingdom | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Impairment charge related to long-lived assets, net | 2,050,000 | ||||||||||
Machinery and equipment | United States | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Impairment charge related to long-lived assets | 2,057,000 | 2,057,000 | |||||||||
Impairment charge related to long-lived assets, net | $ 1,648,000 | ||||||||||
Rest of World | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Goodwill impairment | 7,700,000 | ||||||||||
United Kingdom | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Goodwill impairment | $ 0 | 0 | |||||||||
Intangibles impairment | 26,373,000 | 26,373,000 | $ 3,476,000 | ||||||||
Intangibles impairment, net | 20,877,000 | ||||||||||
Held for Sale | Hain Pure Protein | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Impairments of long-lived assets held for sale | 78,464,000 | 0 | 78,464,000 | 0 | |||||||
Trade Names | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Intangibles impairment | 5,632,000 | 14,079,000 | 5,632,000 | $ 14,079,000 | |||||||
Intangibles impairment, net | $ 10,733,000 | ||||||||||
Trade Names | Rest of World | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Intangibles impairment | 5,100,000 | ||||||||||
Intangibles impairment, net | $ 5,192,000 | ||||||||||
Trade Names | United Kingdom | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Intangibles impairment | $ 532,000 |
Schedule II - Valuation and 104
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,447 | $ 936 | $ 896 |
Charged to costs and expenses | 1,880 | 1,077 | 208 |
Charged to other accounts | 49 | 149 | 54 |
Deductions | (1,290) | (715) | (222) |
Balance at end of period | 2,086 | 1,447 | 936 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 14,850 | 15,310 | 10,926 |
Charged to costs and expenses | 1,251 | 1,862 | 7,484 |
Charged to other accounts | 0 | 0 | 0 |
Deductions | (1,132) | (2,322) | (3,100) |
Balance at end of period | $ 14,969 | $ 14,850 | $ 15,310 |