Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HAIN | |
Entity Registrant Name | HAIN CELESTIAL GROUP INC. | |
Entity Central Index Key | 0000910406 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 104,149,062 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 27,562 | $ 106,557 |
Restricted cash | 34,452 | 0 |
Accounts receivable, less allowance for doubtful accounts of $405 and $1,828, respectively | 256,799 | 252,708 |
Inventories | 395,246 | 391,525 |
Prepaid expenses and other current assets | 54,786 | 59,946 |
Current assets of discontinued operations | 136,181 | 240,851 |
Total current assets | 905,026 | 1,051,587 |
Property, plant and equipment, net | 331,070 | 310,172 |
Goodwill | 1,016,863 | 1,024,136 |
Trademarks and other intangible assets, net | 475,582 | 510,387 |
Investments and joint ventures | 19,228 | 20,725 |
Other assets | 30,502 | 29,667 |
Total assets | 2,778,271 | 2,946,674 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 205,014 | 229,993 |
Accrued expenses and other current liabilities | 176,400 | 116,001 |
Current portion of long-term debt | 22,522 | 26,605 |
Current liabilities of discontinued operations | 15,195 | 49,846 |
Total current liabilities | 419,131 | 422,445 |
Long-term debt, less current portion | 729,201 | 687,501 |
Deferred income taxes | 63,619 | 86,909 |
Other noncurrent liabilities | 16,528 | 12,770 |
Total liabilities | 1,228,479 | 1,209,625 |
Commitments and contingencies (Note 16) | ||
Stockholders’ equity: | ||
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none | 0 | 0 |
Common stock - $.01 par value, authorized 150,000 shares; issued: 108,713 and 108,422 shares, respectively; outstanding: 104,121 and 103,952 shares, respectively | 1,087 | 1,084 |
Additional paid-in capital | 1,154,182 | 1,148,196 |
Retained earnings | 708,568 | 878,516 |
Accumulated other comprehensive loss | (204,467) | (184,240) |
Total stockholders' equity including treasury stock | 1,659,370 | 1,843,556 |
Less: Treasury stock, at cost, 4,592 and 4,470 shares, respectively | (109,578) | (106,507) |
Total stockholders’ equity | 1,549,792 | 1,737,049 |
Total liabilities and stockholders’ equity | $ 2,778,271 | $ 2,946,674 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 405 | $ 1,828 |
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 | 108,713,000 | 108,422,000 |
Common stock, shares, outstanding | 104,121,000 | 103,952,000 |
Treasury stock, shares | 4,592,000 | 4,470,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||||
Net sales | $ 599,797 | $ 632,720 | $ 1,744,786 | $ 1,838,171 |
Cost of sales | 474,528 | 499,707 | 1,405,650 | 1,447,820 |
Gross profit | 125,269 | 133,013 | 339,136 | 390,351 |
Selling, general and administrative expenses | 87,739 | 86,063 | 255,383 | 258,586 |
Amortization of acquired intangibles | 3,802 | 4,713 | 11,567 | 13,859 |
Project Terra costs and other | 9,408 | 4,831 | 29,613 | 13,750 |
Chief Executive Officer Succession Plan expense, net | 455 | 0 | 30,156 | 0 |
Accounting review and remediation costs, net of insurance proceeds | 0 | 3,313 | 4,334 | 6,406 |
Long-lived asset and intangibles impairment | 0 | 4,839 | 23,709 | 8,290 |
Operating income (loss) | 23,865 | 29,254 | (15,626) | 89,460 |
Interest and other financing expense, net | 9,390 | 6,782 | 25,912 | 19,543 |
Other expense/(income), net | 1,068 | (1,560) | 2,041 | (5,447) |
Income (loss) from continuing operations before income taxes and equity in net loss (income) of equity-method investees | 13,407 | 24,032 | (43,579) | 75,364 |
Provision (benefit) for income taxes | 3,114 | (1,310) | (1,679) | (11,516) |
Equity in net loss (income) of equity-method investees | 205 | 101 | 391 | (104) |
Net income (loss) from continuing operations | 10,088 | 25,241 | (42,291) | 86,984 |
Net loss from discontinued operations, net of tax | (75,925) | (12,555) | (127,472) | (7,349) |
Net (loss) income | $ (65,837) | $ 12,686 | $ (169,763) | $ 79,635 |
Net (loss) income per common share: | ||||
Basic net income (loss) per common share from continuing operations (USD per share) | $ 0.10 | $ 0.24 | $ (0.41) | $ 0.84 |
Basic net income (loss) per common share from discontinued operations (USD per share) | (0.73) | (0.12) | (1.23) | (0.07) |
Basic net income (loss) per common share (USD per share) | (0.63) | 0.12 | (1.63) | 0.77 |
Diluted net income (loss) per common share from continuing operations (USD per share) | 0.10 | 0.24 | (0.41) | 0.83 |
Diluted net income (loss) per common share from discontinued operations (USD per share) | (0.73) | (0.12) | (1.23) | (0.07) |
Diluted net income (loss) per common share (USD per share) | $ (0.63) | $ 0.12 | $ (1.63) | $ 0.76 |
Shares used in the calculation of net (loss) income per common share: | ||||
Basic (shares) | 104,117 | 103,918 | 104,045 | 103,821 |
Diluted (shares) | 104,334 | 104,503 | 104,045 | 104,473 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (65,837) | $ 12,686 | $ (169,763) | $ 79,635 |
Pre-tax amount | ||||
Foreign currency translation adjustments | 20,934 | 37,868 | (20,533) | 80,065 |
Change in deferred (losses) gains on cash flow hedging instruments | (52) | 0 | (52) | (82) |
Change in unrealized losses on equity investment | 0 | (68) | 0 | (70) |
Total other comprehensive income (loss) | 20,882 | 37,800 | (20,585) | 79,913 |
Tax (expense) benefit | ||||
Foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Change in deferred (losses) gains on cash flow hedging instruments | 10 | 0 | 10 | 15 |
Change in unrealized losses on equity investment | 0 | (33) | 0 | (33) |
Total other comprehensive income (loss) | 10 | (33) | 10 | (18) |
After-tax amount | ||||
Foreign currency translation adjustments | 20,934 | 37,868 | (20,533) | 80,065 |
Change in deferred (losses) gains on cash flow hedging instruments | (42) | 0 | (42) | (67) |
Change in unrealized losses on equity investment | 0 | (101) | 0 | (103) |
Net change in accumulated other comprehensive income (loss) | 20,892 | 37,767 | (20,575) | 79,895 |
Total comprehensive (loss) income | $ (44,945) | $ 50,453 | $ (190,338) | $ 159,530 |
Consolidated Statement Of Stock
Consolidated Statement Of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Jun. 30, 2017 | $ 1,712,832 | $ 1,080 | $ 1,137,724 | $ 868,822 | $ (99,315) | $ (195,479) |
Balance, shares at Jun. 30, 2017 | 107,989 | 4,287 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 19,846 | 19,846 | ||||
Other comprehensive loss | 33,787 | 33,787 | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 1 | (1) | |||
Issuance of common stock pursuant to stock-based compensation plans, shares | 98 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (2,098) | $ (2,098) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | 52 | |||||
Stock-based compensation expense | 3,164 | 3,164 | ||||
Balance at Sep. 30, 2017 | 1,767,531 | $ 1,081 | 1,140,887 | 888,668 | $ (101,413) | (161,692) |
Balance, shares at Sep. 30, 2017 | 108,087 | 4,339 | ||||
Balance at Jun. 30, 2017 | 1,712,832 | $ 1,080 | 1,137,724 | 868,822 | $ (99,315) | (195,479) |
Balance, shares at Jun. 30, 2017 | 107,989 | 4,287 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 79,635 | |||||
Other comprehensive loss | 79,895 | |||||
Balance at Mar. 31, 2018 | 1,875,767 | $ 1,084 | 1,147,978 | 948,457 | $ (106,168) | (115,584) |
Balance, shares at Mar. 31, 2018 | 108,383 | 4,458 | ||||
Balance at Sep. 30, 2017 | 1,767,531 | $ 1,081 | 1,140,887 | 888,668 | $ (101,413) | (161,692) |
Balance, shares at Sep. 30, 2017 | 108,087 | 4,339 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 47,103 | 47,103 | ||||
Other comprehensive loss | 8,341 | 8,341 | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 3 | (3) | |||
Issuance of common stock pursuant to stock-based compensation plans, shares | 284 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (4,587) | $ (4,587) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | 114 | |||||
Stock-based compensation expense | 4,158 | 4,158 | ||||
Balance at Dec. 31, 2017 | 1,822,546 | $ 1,084 | 1,145,042 | 935,771 | $ (106,000) | (153,351) |
Balance, shares at Dec. 31, 2017 | 108,371 | 4,453 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | 12,686 | 12,686 | ||||
Other comprehensive loss | 37,767 | 37,767 | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 0 | 0 | |||
Issuance of common stock pursuant to stock-based compensation plans, shares | 12 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (168) | $ (168) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | 5 | |||||
Stock-based compensation expense | 2,936 | 2,936 | ||||
Balance at Mar. 31, 2018 | 1,875,767 | $ 1,084 | 1,147,978 | 948,457 | $ (106,168) | (115,584) |
Balance, shares at Mar. 31, 2018 | 108,383 | 4,458 | ||||
Balance at Jun. 30, 2018 | $ 1,737,049 | $ 1,084 | 1,148,196 | 878,516 | $ (106,507) | (184,240) |
Balance, shares at Jun. 30, 2018 | 108,422 | 108,422 | 4,470 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ (37,425) | (37,425) | ||||
Other comprehensive loss | (13,519) | (13,519) | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 1 | (1) | |||
Issuance of common stock pursuant to stock-based compensation plans, shares | 85 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (979) | $ (979) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | 35 | |||||
Stock-based compensation expense | 135 | 135 | ||||
Balance at Sep. 30, 2018 | 1,685,424 | $ 1,085 | 1,148,330 | 840,906 | $ (107,486) | (197,411) |
Balance, shares at Sep. 30, 2018 | 108,507 | 4,505 | ||||
Balance at Jun. 30, 2018 | $ 1,737,049 | $ 1,084 | 1,148,196 | 878,516 | $ (106,507) | (184,240) |
Balance, shares at Jun. 30, 2018 | 108,422 | 108,422 | 4,470 | |||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | $ (169,763) | |||||
Other comprehensive loss | (20,575) | |||||
Balance at Mar. 31, 2019 | $ 1,549,792 | $ 1,087 | 1,154,182 | 708,568 | $ (109,578) | (204,467) |
Balance, shares at Mar. 31, 2019 | 108,713 | 108,713 | 4,592 | |||
Balance at Sep. 30, 2018 | $ 1,685,424 | $ 1,085 | 1,148,330 | 840,906 | $ (107,486) | (197,411) |
Balance, shares at Sep. 30, 2018 | 108,507 | 4,505 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | (66,501) | (66,501) | ||||
Other comprehensive loss | (27,948) | (27,948) | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 2 | (2) | |||
Issuance of common stock pursuant to stock-based compensation plans, shares | 184 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (1,943) | $ (1,943) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | 79 | |||||
Stock-based compensation expense | 1,911 | 1,911 | ||||
Balance at Dec. 31, 2018 | 1,590,943 | $ 1,087 | 1,150,239 | 774,405 | $ (109,429) | (225,359) |
Balance, shares at Dec. 31, 2018 | 108,691 | 4,584 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income | (65,837) | (65,837) | ||||
Other comprehensive loss | 20,892 | 20,892 | ||||
Issuance of common stock pursuant to stock-based compensation plans | 0 | $ 0 | 0 | |||
Issuance of common stock pursuant to stock-based compensation plans, shares | 22 | |||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans | (149) | $ (149) | ||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans, shares | 8 | |||||
Stock-based compensation expense | 3,943 | 3,943 | ||||
Balance at Mar. 31, 2019 | $ 1,549,792 | $ 1,087 | $ 1,154,182 | $ 708,568 | $ (109,578) | $ (204,467) |
Balance, shares at Mar. 31, 2019 | 108,713 | 108,713 | 4,592 |
Consolidated Statement Of Sto_2
Consolidated Statement Of Stockholders' Equity (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 |
Statement of Stockholders' Equity [Abstract] | ||||||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (169,763) | $ 79,635 |
Net loss from discontinued operations | (127,472) | (7,349) |
Net (loss) income from continuing operations | (42,291) | 86,984 |
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities from continuing operations: | ||
Depreciation and amortization | 42,074 | 45,139 |
Deferred income taxes | (24,653) | (30,115) |
Chief Executive Officer Succession Plan expense, net | 29,727 | 0 |
Equity in net loss (income) of equity-method investees | 391 | (104) |
Stock-based compensation, net | 5,931 | 10,258 |
Long-lived asset and intangibles impairment | 23,709 | 8,290 |
Other non-cash items, net | 3,703 | (2,025) |
Increase (decrease) in cash attributable to changes in operating assets and liabilities: | ||
Accounts receivable | (8,824) | (23,998) |
Inventories | (7,176) | (43,355) |
Other current assets | 315 | (8,153) |
Other assets and liabilities | 5,248 | 5,367 |
Accounts payable and accrued expenses | (16,111) | 19,082 |
Net cash provided by operating activities - continuing operations | 12,043 | 67,370 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property and equipment | (55,892) | (48,368) |
Acquisitions of businesses, net of cash acquired | 0 | (13,064) |
Other | 3,863 | 124 |
Net cash used in investing activities - continuing operations | (52,029) | (61,308) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Borrowings under bank revolving credit facility | 240,000 | 45,000 |
Repayments under bank revolving credit facility | (186,791) | (355,185) |
Borrowings under term loan | 0 | 299,245 |
Repayments under term loan | (11,250) | 0 |
Funding of discontinued operations entities | (37,451) | (17,167) |
(Repayments) borrowings of other debt, net | (4,770) | 3,111 |
Shares withheld for payment of employee payroll taxes | (3,071) | (6,853) |
Net cash used in financing activities - continuing operations | (3,333) | (31,849) |
Effect of exchange rate changes on cash | (1,225) | 5,884 |
Cash used in operating activities | ||
Cash used in operating activities | (7,339) | (11,783) |
Cash used in investing activities | (32,742) | (8,531) |
Cash provided by financing activities | 37,299 | 17,011 |
Net cash flows used in discontinued operations | (2,782) | (3,303) |
Net decrease in cash and cash equivalents and restricted cash | (47,326) | (23,206) |
Cash and cash equivalents at beginning of period | 113,018 | 146,992 |
Cash and cash equivalents and restricted cash at end of period | 65,692 | 123,786 |
Less: cash and cash equivalents of discontinued operations | (3,678) | (6,634) |
Cash and cash equivalents and restricted cash of continuing operations at end of period | $ 62,014 | $ 117,152 |
Business
Business | 9 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business | BUSINESS The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” and herein referred to as “Hain Celestial,” “we,” “us” and “our”), was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet — To Create and Inspire A Healthier Way of Life TM and be the leading marketer, manufacturer and seller of organic and natural, “better-for-you” products by anticipating and exceeding consumer expectations in providing quality, innovation, value and convenience. The Company is committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes. Hain Celestial sells its products through specialty and natural food distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores in over 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 ® , Europe’s Best ® , Farmhouse Fare™, Frank Cooper’s ® , Gale’s ® , Garden of Eatin’ ® , GG UniqueFiber ® , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , Imagine ® , Johnson’s Juice Co.™, Joya ® , Lima ® , Linda McCartney ® (under license), MaraNatha ® , Mary Berry (under license), Natumi ® , New Covent Garden Soup Co. ® , Orchard House ® , Rice Dream ® , Robertson’s ® , Rudi’s Gluten-Free Bakery™, Rudi’s Organic Bakery ® , Sensible Portions ® , Spectrum ® Organics, Soy Dream ® , Sun-Pat ® , Sunripe ® , SunSpire ® , Terra ® , The Greek Gods ® , Tilda ® , Walnut Acres ® , Yorkshire Provender ® , Yves Veggie Cuisine ® and William’s™. The Company’s personal care products are marketed under the Alba Botanica ® , Avalon Organics ® , Earth’s Best ® , JASON ® , Live Clean ® and Queen Helene ® brands. |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP. The amounts as of and for the periods ended June 30, 2018 are derived from the Company’s audited annual financial statements. The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods. Operating results for the three and nine months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2019 . Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2018 and for the fiscal year then ended included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018 (the “Form 10-K”) for information not included in these condensed notes. The Company is presenting the operating results and cash flows of the Hain Pure Protein reportable segment within discontinued operations in the current and prior periods. The assets and liabilities of the Hain Pure Protein reportable segment are presented as assets and liabilities of discontinued operations in the Consolidated Balance Sheets for all periods presented. All amounts in the unaudited consolidated financial statements, notes and tables have been rounded to the nearest thousand, except par values and per share amounts, unless otherwise indicated. Newly Adopted Accounting Pronouncements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted the new revenue standard on July 1, 2018 using the modified retrospective transition method. The adoption did not materially impact our results of operations or financial position, and, as a result, comparisons of revenues and operating profit between periods were not materially affected by the adoption of ASU 2014-09. The Company recorded a net increase to beginning retained earnings of $163 on July 1, 2018 due to the cumulative impact of adopting ASU 2014-09. Additionally, as our products exhibit similar economic characteristics, are sold through similar channels to similar customers and are recognized at a point in time, we have concluded that the Company’s segment disclosures in Note 17, Segment Information, are indicative of the level of revenue disaggregation required under ASU 2014-09. ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10) 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. We adopted ASU 2016‑01 in the three months ended September 30, 2018, which resulted in a net decrease to beginning retained earnings of $348 on July 1, 2018, representing the accumulated unrealized losses (net of tax) reported in accumulated other comprehensive income (loss) for available-for-sale equity securities on June 30, 2018. We no longer classify equity investments as trading or available-for-sale and will no longer recognize unrealized holding gains and losses on equity securities previously classified as available-for-sale in other comprehensive income (loss) as a result of adoption of ASU 2016-01. Recently Issued Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) . The amendments in this ASU replace most of the existing U.S. GAAP lease accounting guidance in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The ASU requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB approved amendments to create an optional transition method that will provide an option to use the effective date of ASC 842 as the date of initial application of the transition. 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. We will adopt the standard effective July 1, 2019. As part of the Company’s assessment work to-date, the Company has formed an implementation work team to perform a comprehensive evaluation of the impact of the adoption of this guidance, which includes assessing the Company’s lease portfolio, the impact to business processes and internal controls over financial reporting and the related disclosure requirements. Additionally, the Company is implementing lease accounting software to assist in the quantification of the expected impact on the Consolidated Balance Sheet and to facilitate the calculations of the related accounting entries and disclosures, as well as to facilitate accounting, presentation and disclosure for all leases after the initial date of application under the new standard. While the Company is continuing to assess all potential impacts of the standard, the most significant impact relates to the recognition of new right-of-use assets and lease liabilities on the balance sheet for manufacturing, warehouse and office space operating leases. We believe that all of these leases will continue to be classified as operating leases under the new standard. We expect the accounting for capital leases to remain substantially unchanged. Refer to Note 2, Summary of Significant Accounting Policies and Practices , in the Notes to the Consolidated Financial Statements as of June 30, 2018 and for the fiscal year then ended included in the Form 10-K for a detailed discussion on additional recently issued accounting pronouncements not yet adopted by the Company. There has been no change to the statements made in the Form 10-K as of the date of filing of this Form 10-Q. |
Chief Executive Officer Success
Chief Executive Officer Succession Plan | 9 Months Ended |
Mar. 31, 2019 | |
Compensation Related Costs [Abstract] | |
Chief Executive Officer Succession Plan | CHIEF EXECUTIVE OFFICER SUCCESSION PLAN On June 24, 2018, the Company entered into a Chief Executive Officer (“CEO”) Succession Agreement (the “Succession Agreement”), whereby the Company’s former CEO, Irwin D. Simon, agreed to terminate his employment with the Company upon the hiring of a new CEO. On October 26, 2018, the Company’s Board of Directors appointed Mark L. Schiller as President and CEO, succeeding Mr. Simon. In connection with the appointment, on October 26, 2018, the Company and Mr. Schiller entered into an employment agreement, which was approved by the Board, with Mr. Schiller’s employment commencing on November 5, 2018. Accordingly, Mr. Simon’s employment with the Company terminated on November 4, 2018. Cash Separation Payments The Succession Agreement provides Mr. Simon with a cash separation payment of $34,295 payable in a single lump sum and cash benefit continuation costs of $208 . These costs were recognized from June 24, 2018 through November 4, 2018. Expense recognized in connection with the agreement was $33,051 in the nine months ended March 31, 2019 , and are included in the Consolidated Statement of Operations as a component of “Chief Executive Officer Succession Plan expense, net.” As of March 31, 2019 , the total cash separation payment was held in a rabbi trust, which has been classified as restricted cash and included in accrued expenses and other current liabilities in the Consolidated Balance Sheet. The cash separation payment was paid on May 6, 2019. Consulting Agreement On October 26, 2018, the Company and Mr. Simon entered into a Consulting Agreement (the “Consulting Agreement”) in order to, among other things, assist Mr. Schiller with his transition as the Company’s incoming CEO. The term of the Consulting Agreement commenced on November 5, 2018 and continued until February 5, 2019. Mr. Simon was entitled to receive an aggregate consulting fee of $975 as compensation for his services during the consulting term, of which $325 and $975 was recognized in the Consolidated Statement of Operations as a component of “Chief Executive Officer Succession Plan expense, net” in the three and nine months ended March 31, 2019 , respectively. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net (loss) income per share: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Numerator: Net income (loss) from continuing operations $ 10,088 $ 25,241 $ (42,291 ) $ 86,984 Net loss from discontinued operations, net of tax (75,925 ) (12,555 ) (127,472 ) (7,349 ) Net (loss) income $ (65,837 ) $ 12,686 $ (169,763 ) $ 79,635 Denominator: Basic weighted average shares outstanding 104,117 103,918 104,045 103,821 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units 217 585 — 652 Diluted weighted average shares outstanding 104,334 104,503 104,045 104,473 Basic net (loss) income per common share: Continuing operations $ 0.10 $ 0.24 $ (0.41 ) $ 0.84 Discontinued operations (0.73 ) (0.12 ) (1.23 ) (0.07 ) Basic net (loss) income per common share $ (0.63 ) $ 0.12 $ (1.63 ) $ 0.77 Diluted net (loss) income per common share: Continuing operations $ 0.10 $ 0.24 $ (0.41 ) $ 0.83 Discontinued operations (0.73 ) (0.12 ) (1.23 ) (0.07 ) Diluted net (loss) income per common share $ (0.63 ) $ 0.12 $ (1.63 ) $ 0.76 Basic net (loss) income per share excludes the dilutive effects of stock options, unvested restricted stock and unvested restricted share units. Due to our net loss in the nine months ended March 31, 2019 , all common stock equivalents such as stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computations. Diluted earnings per share for the three months ended March 31, 2019 and the three and nine months ended March 31, 2018 includes the dilutive effects of common stock equivalents such as stock options and unvested restricted stock awards. There were 3,071 and 3,117 stock-based awards excluded from our diluted net (loss) income per share calculations for the three and nine months ended March 31, 2019 , respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. Contingently issuable awards excluded were 559 for each of the three and nine months ended March 31, 2018 , respectively. There were 273 and 621 restricted stock awards excluded from our diluted net (loss) income per share calculation for the three and nine months ended March 31, 2019 , as such awards were anti-dilutive. Anti-dilutive restricted stock awards excluded from our diluted earnings per share calculation for the three and nine months ended March 31, 2018 were de minimis. There were 110 potential shares of common stock issuable upon exercise of stock options excluded from our diluted net loss per share calculation for the nine months ended March 31, 2019 , as they were anti-dilutive due to the net loss recorded in the period. No such awards were excluded for the three months ended March 31, 2019 and the three and nine months ended March 31, 2018 . Share Repurchase Program On June 21, 2017, the Company's Board of Directors authorized the repurchase of up to $250,000 of the Company’s issued and outstanding common stock. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, including the Company’s historical strategy of pursuing accretive acquisitions. As of March 31, 2019 , the Company had not repurchased any shares under this program and had $250,000 of remaining capacity under the share repurchase program. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Mar. 31, 2019 | |
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 Hain Pure Protein Corporation (“HPPC”) and EK Holdings, Inc. (“Empire”) operating segments, which were reported in the aggregate as the Hain Pure Protein reportable segment. Collectively, these planned 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 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. Sale of Plainville Farms Business On February 15, 2019, the Company completed the sale of substantially all of the assets used primarily for the Plainville Farms business (a component of HPPC), which included $25,000 in cash to the purchaser, for a nominal purchase price. In addition, the purchaser assumed the current liabilities on the balance sheet of the Plainville Farms business as of the closing date. As a condition to consummating the sale, the Company entered into a Contingent Funding and Earnout Agreement, which provides for the issuance by the Company of an irrevocable stand-by letter of credit of $10,000 which expires nineteen months after issuance. The Company is entitled to receive an earnout not to exceed, in the aggregate, 120% of the maximum amount that the purchaser draws on the letter of credit at any point from the date of issuance through the expiration of the letter of credit. Earnout payments are based on a specified percentage of annual free cash flow achieved for all fiscal years ending on or prior to June 30, 2026. If a change in control of the purchaser occurs prior to June 30, 2026, the purchaser will pay the Company 120% of the difference between the amount drawn on the letter of credit less the sum of all earnout payments made prior to such time up to the net proceeds received by the purchaser. At March 31, 2019 , the Company had not recorded an asset associated with the earnout. As a result of the disposition, the Company recognized a pre-tax loss on sale of $40,223 , or $29,685 net of tax, in the three months ended March 31, 2019 to write down the assets and liabilities to the final sales price less costs to sell. On May 8, 2019, the Company entered into a definitive agreement to sell all of its equity interest in Hain Pure Protein Corporation, which includes the FreeBird™ and Empire® Kosher businesses, for a purchase price of $80,000 , subject to adjustments. The transaction is expected to close before June 30, 2019, the end of the Company's fiscal year. The following table presents the major classes of Hain Pure Protein’s line items constituting the “Net loss from discontinued operations, net of tax” in our Consolidated Statements of Operations: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Net sales $ 88,729 $ 118,198 $ 349,449 $ 396,227 Cost of sales 88,277 113,629 356,073 373,122 Gross profi t (loss) 452 4,569 (6,624 ) 23,105 Selling, general and administrative expense 4,039 5,888 13,031 14,458 Asset impairments (1) 51,348 — 109,252 — Other expense 2,182 805 7,377 3,258 Loss on sale of discontinued operations 40,223 — 40,223 — Net (loss) income from discontinued operations before income taxes (97,340 ) (2,124 ) (176,507 ) 5,389 (Benefit) provision for income taxes (21,415 ) 10,431 (49,035 ) 12,738 Net loss from discontinued operations, net of tax $ (75,925 ) $ (12,555 ) $ (127,472 ) $ (7,349 ) Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of March 31, 2019 and June 30, 2018 are included in the following table: March 31, June 30, ASSETS 2019 2018 Cash and cash equivalents $ 3,678 $ 6,461 Accounts receivable, less allowance for doubtful accounts 11,680 21,616 Inventories 31,600 105,359 Prepaid expenses and other current assets 1,906 5,604 Property, plant and equipment, net 49,537 83,776 Goodwill 41,089 41,089 Trademarks and other intangible assets, net 33,762 51,029 Other assets 2,636 4,381 Deferred tax assets (2) 37,925 — Impairments of long-lived assets held for sale (1) (77,632 ) (78,464 ) Current assets of discontinued operations (3) $ 136,181 $ 240,851 LIABILITIES Accounts payable $ 11,211 $ 31,762 Accrued expenses and other current liabilities 3,914 6,880 Deferred tax liabilities (2) — 11,111 Other noncurrent liabilities 70 93 Current liabilities of discontinued operations (3) $ 15,195 $ 49,846 (1) In the nine months ended March 31, 2019 the Company recorded asset impairment charges of $109,252 , of which $51,348 was recorded in the third quarter of fiscal 2019 to adjust the carrying value of the Hain Pure Protein reportable segment to its estimated selling price. (2) The change in deferred taxes from June 30, 2018 to March 31, 2019 was the result of the reversal of the $12,250 deferred tax liability previously recorded related to Hain Pure Protein being classified as held for sale. In addition, deferred taxes were impacted by the tax effect of current period book losses as well as the deferred tax benefit arising from asset impairment charges. ( 3) The assets and liabilities of Hain Pure Protein are classified as current on the March 31, 2019 and June 30, 2018 Consolidated Balance Sheets because it is probable that the sale will occur within the three months ended June 30, 2019. |
Acquisitions
Acquisitions | 9 Months Ended |
Mar. 31, 2019 | |
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 “Project Terra costs and other” in the Consolidated Statements of Operations. Acquisition-related costs for the three and nine months ended March 31, 2019 were de minimis. Acquisition-related costs of $8 and $336 were expensed in the three and nine months ended March 31, 2018 , respectively. The expenses incurred primarily related to professional fees and other transaction-related costs associated with our recent acquisitions. Fiscal 2019 There were no acquisitions completed in the nine months ended March 31, 2019 . 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. 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 for the three and nine months ended March 31, 2019 and 2018. |
Inventories
Inventories | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consisted of the following: March 31, June 30, Finished goods $ 235,232 $ 231,926 Raw materials, work-in-progress and packaging 160,014 159,599 $ 395,246 $ 391,525 |
Property, Plant And Equipment,
Property, Plant And Equipment, Net | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant And Equipment, Net | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: March 31, June 30, Land $ 28,049 $ 28,378 Buildings and improvements 95,604 83,289 Machinery and equipment 315,574 323,348 Computer hardware and software 56,168 54,092 Furniture and fixtures 18,624 17,894 Leasehold improvements 31,269 31,519 Construction in progress 30,556 17,280 575,844 555,800 Less: Accumulated depreciation and amortization 244,774 245,628 $ 331,070 $ 310,172 Depreciation and amortization expense for the three months ended March 31, 2019 and 2018 was $8,110 and $8,212 , respectively. Such expense for the nine months ended March 31, 2019 and 2018 was $24,294 and $24,580 , respectively. In the nine months ended March 31, 2019 , the Company recorded $5,809 of non-cash impairment charges primarily related to the Company’s decision to consolidate manufacturing of certain fruit-based products in the United Kingdom. There were no impairment charges recorded in the three months ended March 31, 2019 . |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Mar. 31, 2019 | |
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, 2018 (a) $ 552,814 $ 377,163 $ 94,159 $ 1,024,136 Translation and other adjustments, net — (5,203 ) (2,070 ) (7,273 ) Balance as of March 31, 2019 (a) $ 552,814 $ 371,960 $ 92,089 $ 1,016,863 (a) The total carrying value of goodwill is reflected net of $134,277 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment, $29,219 related to the Company’s Europe operating segment and $7,700 related to the Company’s Hain Ventures operating segment (formerly known as the Cultivate operating segment). 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 current assets of discontinued operations in the Consolidated Financial Statements. The Company performs its annual test for goodwill and indefinite-lived intangible asset impairment as of the first day of the fourth quarter of its fiscal year. In addition, if and when events or circumstances change that would more likely than not reduce the fair value of any of its reporting units or indefinite-life intangible assets below their carrying value, an interim test is performed. During the three months ended December 31, 2018, the Company updated the forecasted operating results for each of its reporting units based on the most recent financial results. The updated forecasts reflected lower projected short-term revenue growth and profitability than previously expected, primarily in its United States segment. In connection with the preparation of the Consolidated Financial Statements for the period ended December 31, 2018, the Company assessed qualitative and quantitative factors, which included sensitivity analyses, and concluded that it is more likely than not that the fair value of its reporting units exceeded its carrying amount. There were no events or circumstances that warranted an interim impairment test for goodwill during the three months ended March 31, 2019 . The Company will continue to monitor impairment indicators and financial results in future periods. Other Intangible Assets The following table sets forth Consolidated Balance Sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization: March 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (a) $ 364,068 $ 385,609 Amortized intangible assets: Other intangibles 236,333 239,323 Less: accumulated amortization (124,819 ) (114,545 ) Net carrying amount $ 475,582 $ 510,387 (a) The gross carrying value of trademarks and tradenames is reflected net of $83,734 and $65,834 of accumulated impairment charges at March 31, 2019 and at June 30, 2018, respectively. Indefinite-lived intangible assets, which are not amortized, consist primarily of acquired tradenames and trademarks. Indefinite-lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill, or on an interim basis if and when events or circumstances change that would more likely than not reduce the fair value of any of its indefinite-life intangible assets below their carrying value. 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 asset exceeds the fair value of the asset, the carrying value is written down to fair value in the period identified. During the three months ended December 31, 2018, the Company determined that an indicator of impairment existed in certain of the Company’s indefinite-lived tradenames. The result of this assessment for the second quarter of fiscal 2019 indicated that the fair value of certain of the Company’s tradenames was below their carrying value, and therefore an impairment charge of $17,900 was recognized ( $11,300 in the United States segment, $2,787 in the United Kingdom segment and $3,813 in the Rest of World). During the fiscal year ended June 30, 2018, an impairment charge of $5,632 ( $5,100 in the Rest of World and $532 in the United Kingdom segment) related to certain of the Company’s tradenames was recognized. There were no events or circumstances that warranted an interim impairment test for indefinite-lived intangible assets during the three months ended March 31, 2019 . Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships and are amortized over their estimated useful lives of 3 to 25 years. Amortization expense included in continuing operations was as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Amortization of acquired intangibles $ 3,802 $ 4,713 $ 11,567 $ 13,859 |
Debt And Borrowings
Debt And Borrowings | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt And Borrowings | DEBT AND BORROWINGS Debt and borrowings consisted of the following: March 31, June 30, Revolving credit facility $ 455,206 $ 401,852 Term loan 285,000 296,250 Less: Unamortized issuance costs (579 ) (692 ) Tilda short-term borrowing arrangements 6,654 9,338 Other borrowings 5,442 7,358 751,723 714,106 Short-term borrowings and current portion of long-term debt 22,522 26,605 Long-term debt, less current portion $ 729,201 $ 687,501 Credit Agreement On February 6, 2018, the Company entered into the Third Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for a $1,000,000 revolving credit facility through February 6, 2023 and provides for a $300,000 term loan. Under the Credit Agreement, the revolving credit facility may be increased by an additional uncommitted $400,000 , provided certain conditions are met. Borrowings under the Credit Agreement may be used to provide working capital, finance capital expenditures and permitted acquisitions, refinance certain existing indebtedness and for other lawful corporate purposes. The Credit Agreement provides for multicurrency borrowings in Euros, Pounds Sterling and Canadian Dollars as well as other currencies which may be designated. In addition, certain wholly-owned foreign subsidiaries of the Company may be designated as co-borrowers. The Credit Agreement contains restrictive covenants, which are usual and customary for facilities of its type, and include, with specified exceptions, limitations on the Company’s ability to engage in certain business activities, incur debt, have liens, make capital expenditures, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The Credit Agreement also requires the Company to satisfy certain financial covenants. On the date the Credit Agreement was consummated, these covenants included 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 was initially 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 March 31, 2019 , there were $455,206 and $285,000 of borrowings outstanding under the revolving credit facility and term loan, respectively, and $16,224 letters of credit outstanding under the Credit Agreement. On November 7, 2018, the Company amended the Credit Agreement to modify the calculation of the consolidated leverage ratio related to costs associated with CEO succession as well as the Project Terra cost reduction programs. On February 6, 2019, the Company entered into an amendment to the Credit Agreement, whereby its allowable consolidated leverage ratio increased to no more than 4.0 to 1.0 as of December 31, 2018 and no more than 3.75 to 1.0 as of March 31, 2019 and June 30, 2019. Under the terms of the February 6, 2019 amendment, the consolidated leverage ratio would return to 3.5 to 1.0 beginning in the period ending September 30, 2019. On May 8, 2019, the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amended Credit Agreement”), whereby, among other things, its allowable consolidated leverage ratio increased to no more than 5.0 to 1.0 from March 31, 2019 to December 31, 2019, no more than 4.75 to 1.0 at March 31, 2020, no more than 4.25 to 1.0 at June 30, 2020 and no more than 4.0 to 1.0 on September 30, 2020 and thereafter. The allowable consolidated leverage ratio for each period will be decreased by 0.25 upon sale of the Company’s remaining Hain Pure Protein business. Additionally, the Company’s required consolidated interest coverage ratio (as defined in the Credit Agreement) was reduced to no less than 3.0 to 1 through March 31, 2020, no less than 3.75 to 1 through March 31, 2021 and no less than 4.0 to 1 thereafter. As part of the Amended Credit Agreement, HPPC was released from its obligations as a borrower and a guarantor under the Credit Agreement. The Amended Credit Agreement also required that the Company and the subsidiary guarantors enter into a Security and Pledge Agreement pursuant to which all of the obligations under the Amended Credit Agreement are secured by liens on assets of the Company and its material domestic subsidiaries, including stock of each of their direct subsidiaries and intellectual property, subject to agreed upon exceptions. As of March 31, 2019 , $528,570 is available under the Amended Credit Agreement, and the Company was in compliance with all associated covenants, as amended by the Amended Credit Agreement. The Amended 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 2.50% per annum; or (b) the Base Rate, as defined in the Credit Agreement, plus a rate ranging from 0.00% to 1.50% 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 Amended 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 Amended Credit Agreement at March 31, 2019 was 4.30% . Additionally, the Amended Credit Agreement contains a Commitment Fee, as defined in the Amended Credit Agreement, on the amount unused under the Amended Credit Agreement ranging from 0.20% to 0.45% 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. Tilda Short-Term Borrowing Arrangements Tilda, a component of our 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 3.27% at March 31, 2019 ). As of March 31, 2019 and June 30, 2018, there were $6,654 and $9,338 of borrowings under these arrangements, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes. In the first quarter of fiscal 2019, the Company used an estimated annual effective tax rate to calculate its provision for income taxes. For the quarters ended March 31, 2019 and December 31, 2018, the Company calculated its effective tax rate on a discrete basis due to significant variations in the relationship between tax expense and projected pre-tax income. The Company’s effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements. 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 and executive compensation), 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 required 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. Pursuant to SAB 118, the Company was 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. As of December 31, 2018, the Company finalized its accounting for the income tax effects of the Tax Act and recorded an additional expense of $8,205 related to its transition tax liability. The net increase in the transition tax was due to the finalization of the Company’s earnings and profits study for our foreign subsidiaries. The adjustment of the Company’s provisional tax expense was recorded as a change in estimate in accordance with SAB No. 118. Despite the completion of the Company’s accounting for the Tax Act under SAB 118, many aspects of the law remain unclear, and we expect ongoing guidance to be issued at both the federal and state levels. There was no new guidance issued in the third quarter of fiscal 2019 that impacted the Company’s liability. The Company will continue to monitor and assess the impact of any new developments. The Tax Act also includes a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries. The FASB Staff Q&A Topic No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election either to recognize deferred taxes for temporary differences that are expected to reverse as GILTI in future years or provide for the tax expense related to GILTI resulting from those items in the year the tax is incurred. We have elected to recognize the resulting tax on GILTI as a period expense in the period the tax is incurred. We have computed the impact on our effective tax rate on a discrete basis. The effective income tax rate from continuing operations was expense of 23.2% and a benefit of 5.5% for the three months ended March 31, 2019 and March 31, 2018 , respectively. The effective income tax rate from continuing operations was a benefit of 3.9% and 15.3% for the nine months ended March 31, 2019 and March 31, 2018 , respectively. The effective income tax rate from continuing operations for the three and nine months ended March 31, 2019 was impacted by provisions in the Tax Act including GILTI, finalization of the transition tax liability, and limitations on the deductibility of executive compensation. The effective income tax rate was also impacted by the geographical mix of earnings and state taxes. The effective rate for the three and nine months ended March 31, 2018 was primarily impacted by the enactment of the Tax Act on December 22, 2017, specifically the revalue of net deferred tax liabilities to the enacted 21% tax rate, repealing the deduction for domestic production activities, inclusion of the transition tax liability estimate and deductibility of executive officers’ compensation. The effective income tax rate from continuing operations for the three and nine months ended March 31, 2018 was also favorably impacted by the geographical mix of earnings, as well as a $3,754 benefit relating to the release of the Company’s domestic uncertain tax position as a result of the expiration of the statute of limitations. The income tax benefit from discontinued operations was $21,415 and $49,035 for the three and nine months ended March 31, 2019 , while the income tax expense from discontinued operations was $10,431 and $12,738 for the three and nine months ended March 31, 2018 . The benefit for income taxes for the nine months ended March 31, 2019 includes the reversal of the $12,250 deferred tax liability previously recorded related to Hain Pure Protein being classified as held for sale. In addition, the three and nine month tax benefit is impacted by the tax effect of current period book losses including the loss on the sale of Plainville Farms assets in the third quarter of fiscal 2019 as well as the deferred tax benefit arising from asset impairment charges. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the changes in accumulated other comprehensive income (loss): Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Foreign currency translation adjustments: Other comprehensive income (loss) before reclassifications (1) $ 20,934 $ 37,868 $ (20,533 ) $ 80,065 Deferred (losses)/gains on cash flow hedging instruments: Other comprehensive (loss) income before reclassifications (42 ) — (42 ) 39 Amounts reclassified into income (2) — — — (106 ) Unrealized gains/(losses) on equity investment: Other comprehensive loss before reclassifications — (101 ) — (103 ) Net change in accumulated other comprehensive income (loss) $ 20,892 $ 37,767 $ (20,575 ) $ 79,895 (1) Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were a net loss of $403 and a net gain of $670 for the three months ended March 31, 2019 and 2018 , respectively, and a net loss of $875 and a net gain of $1,736 for the nine months ended March 31, 2019 and 2018 , respectively. (2) Amounts reclassified into income for deferred (losses)/gains on cash flow hedging instruments are recorded in “Cost of sales” in the Consolidated Statements of Operations and, before taxes, were $132 for the nine months ended March 31, 2018 . There were no amounts reclassified into income for deferred (losses)/gains on cash flow hedging instruments for the three and nine months ended March 31, 2019 and for the three months ended March 31, 2018 . |
Stock-Based Compensation And In
Stock-Based Compensation And Incentive Performance Plans | 9 Months Ended |
Mar. 31, 2019 | |
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 stockholder-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. The Company also grants shares under its 2019 Equity Inducement Award Program to induce selected individuals to become employees of the Company. Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Selling, general and administrative expense $ 3,937 $ 2,936 $ 5,502 $ 10,258 Chief Executive Officer Succession Plan expense, net — — 429 — Discontinued operations 6 — 58 — Total compensation cost recognized for stock-based compensation plans $ 3,943 $ 2,936 $ 5,989 $ 10,258 Related income tax benefit $ 470 $ 971 $ 765 $ 3,391 In the nine months ended March 31, 2019 , the Company recorded a benefit of $1,867 related to the reversal of expense associated with the TSR Grant under the 2017-2019 LTIP, as defined and discussed further below. Restricted Stock A summary of the restricted stock and restricted share unit activity for the nine months ended March 31, 2019 is as follows: Number of Shares and Units Weighted Average Grant Date Fair Value (per share) Non-vested restricted stock, restricted share units, and performance units at June 30, 2018 1,057 $ 22.29 Granted 3,470 $ 7.13 Vested (291 ) $ 26.50 Forfeited (333 ) $ 17.68 Non-vested restricted stock, restricted share units, and performance units at March 31, 2019 3,903 $ 8.89 Nine Months Ended March 31, 2019 2018 Fair value of restricted stock and restricted share units granted $ 24,734 $ 14,595 Fair value of shares vested $ 7,725 $ 14,622 Tax benefit recognized from restricted shares vesting $ 3,331 $ 4,970 At March 31, 2019 , $24,083 of unrecognized stock-based compensation expense, net of estimated forfeitures, related to non-vested restricted stock awards was expected to be recognized over a weighted average period of approximately 2.3 years . Stock Options A summary of the stock option activity for the nine months ended March 31, 2019 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value Options outstanding and exercisable at June 30, 2018 122 $ 2.26 Exercised — — Options outstanding and exercisable at March 31, 2019 122 $ 2.26 12.3 $ 2,544 At March 31, 2019 , there was no unrecognized compensation expense related to stock option awards. Long-Term Incentive Plan The Company maintains a long-term incentive program (the “LTI Plan”). The LTI Plan currently consists of four performance-based long-term incentive plans (the “2016-2018 LTIP”, “2017-2019 LTIP”, “2018-2020 LTIP” and “2019-2021 LTIP”) that provide for performance equity awards that can be earned over defined performance periods. Participants in the LTI Plan include certain of the Company’s executive officers and other key executives. The Compensation Committee administers the LTI Plan and is responsible for, among other items, selecting the specific performance measures for awards and setting the target performance required to receive an award after the completion of the performance period. The Compensation Committee determines the specific payout to the participants. 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, and the 2019 Equity Inducement Award Program, as applicable. 2019-2021 LTIP Grants Made Pursuant to the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan On January 24, 2019, upon adoption of the 2019-2021 LTIP, the Compensation Committee granted 912 performance share units (“PSUs”), the achievement of which is dependent upon a defined calculation of relative total shareholder return (“TSR”) over the period from November 6, 2018 to November 6, 2021. The PSUs granted represent 100% of the targeted award, and will vest pursuant to the achievement of pre-established three -year compound annual TSR levels that are aligned with the CEO Inducement Grant. The number of shares actually issued will range from zero to 300% of the shares granted. No PSUs will vest if the three -year compound annual TSR is below 15% . Of the 912 PSUs issued, 451 are subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value for those shares subject to the one year holding period. The total grant date fair value with and without the illiquidity discount was estimated to be $5.99 and $5.26 per share, respectively. The total grant date fair value of this award was $5,132 . Total compensation cost related to this PSU award was $432 in the three and nine months ended March 31, 2019 . The Company also issued 156 three -year time-based restricted share units under the 2019-2021 LTIP. Grants Made Pursuant to the 2019 Equity Inducement Award Program The primary purpose of the 2019 Equity Inducement Award Program is to further the long term stability and success of the Company by providing a program to reward selected individuals newly hired as employees of the Company with grants of inducement awards. Shares issued under this program are granted outside of the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan. In the three months ended March 31, 2019, the Compensation Committee granted 926 PSUs to selected individuals hired as employees of the Company, the achievement of which is dependent upon a defined calculation of relative TSR over the period from November 6, 2018 to November 6, 2021. The PSUs granted represent 300% of the targeted award and will vest pursuant to the achievement of pre-established three -year compound annual TSR levels, which are aligned with the CEO Inducement Grant. The number of PSUs expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the service period, regardless of the eventual number of PSUs that are earned based upon the market condition, provided that each grantee remains an employee at the end of the performance period. Compensation expense is reversed if at any time during the service period a grantee is no longer an employee. These PSUs are subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. Grant Date Shares Issued Fair Value Per Share Grant Date Fair Value February 19, 2019 739 $ 1.79 $ 1,324 March 29, 2019 187 $ 3.01 563 Total 926 $ 1,887 The total number of shares actually issued will range from zero to 926 . No PSUs will vest if the three -year compound annual TSR is below 15% . 2018-2020 LTIP Upon adoption of the 2018-2020 LTIP, the Compensation Committee granted 45 PSUs, the achievement of which is dependent upon a defined calculation of relative TSR over the period from January 24, 2019 to June 30, 2020. The total grant date fair value of this award was estimated to be $18.32 per share, or $819 . 2016-2018 and 2017-2019 LTIP Upon adoption of the 2016-2018 LTIP and 2017-2019 LTIP, the Compensation Committee granted PSUs to each participant, the achievement of which is dependent upon a defined calculation of relative TSR 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 2017-2019 LTIP may be paid only in unrestricted shares of the Company’s common stock. During the three months ended September 30, 2018, in connection with the 2016-2018 LTIP, for the three -year performance period of July 1, 2015 through June 30, 2018, the Compensation Committee determined that the adjusted operating income goal required to be met for Section 162(m) funding was not achieved and determined that no awards would be paid or vested pursuant to the 2016-2018 LTIP. Accordingly, the 223 unvested performance stock unit awards previously granted in connection with the relative TSR portion of the award were forfeited, and amounts accrued relating to the net sales portion of the award were reversed. As such, in the three months ended September 30, 2018, the Company recorded a benefit of $6,482 associated with the reversal of previously accrued amounts under the net sales portion of the 2016-2018 LTIP, of which $5,065 was recorded in Chief Executive Officer Succession Plan expense, net on the Consolidated Statement of Operations. In connection with the 2017-2019 LTIP, in the three months ended September 30, 2018, the Company determined that the achievement of the adjusted operating income goal required to be met for Section 162(m) funding was not probable. Accordingly, during the three months ended September 30, 2018, the Company recorded benefits of $1,129 and $1,867 associated with the reversal of previously accrued amounts under the portions of the 2017-2019 LTIP that were dependent on the achievement of pre-determined performance measures of net sales and relative TSR, respectively. Other Grants In the nine months ended March 31, 2019 , the Company granted 201 time-based restricted share units to certain key employees and members of the Company’s Board of Directors that vest primarily over three years. Additionally, the Company issued 101 PSUs to certain key executives vesting over a period of one to two years based upon the achievement of certain market and/or performance based metrics being met. CEO Inducement Grant On November 6, 2018, Mr. Schiller received an award of 1,050 PSUs intended to represent the total three -year long-term incentive opportunity that would have been made in fiscal years 2019 – 2021. The PSUs will vest pursuant to the achievement of pre-established three -year compound annual TSR levels. The number of shares actually issued will range from zero to 1,050 . No PSUs will vest if the three -year compound annual TSR is below 15% . This award was granted outside of Amended and Restated 2002 Long-Term Incentive and Stock Award Plan and the 2019 Equity Inducement Award Program. The number of PSUs expected to be earned, based upon the achievement of the TSR market condition, is factored into the grant date Monte Carlo valuation. Compensation expense is recognized on a straight-line basis over the three -year service period, regardless of the eventual number of PSUs that are earned based upon the market condition, provided Mr. Schiller remains an employee at the end of the three -year period. Compensation expense is reversed if at any time during the three -year service period Mr. Schiller is no longer an employee, subject to certain termination and change in control eligibility provisions. These PSUs are subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. The total grant date fair value of the award was estimated to be $7,571 , or $7.21 per share. Total compensation cost related to this award recognized in the three and nine months ended March 31, 2019 was $621 and $1,008 , respectively. The Company also issued 79 three -year time-based restricted share units to Mr. Schiller. |
Investments
Investments | 9 Months Ended |
Mar. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investments | INVESTMENTS Equity method investment 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 of Chop’t. 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 March 31, 2019 and June 30, 2018 , the carrying value of the Company’s investment in Chop’t was $14,622 and $15,524 , respectively, and is included in the Consolidated Balance Sheets as a component of “Investments and joint ventures.” |
Financial Instruments Measured
Financial Instruments Measured At Fair Value | 9 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Financial Instruments Measured At Fair Value | FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table presents by level within the fair value hierarchy assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 : Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Rabbi trust investments $ 34,452 $ 34,452 $ — $ — Forward foreign currency contracts 40 — 40 — Equity investment 661 661 — — Contingent consideration, current 1,735 — — 1,735 Total $ 36,888 $ 35,113 $ 40 $ 1,735 Liabilities: Forward foreign currency contracts $ 702 $ — $ 702 $ — Contingent consideration, non-current — — — — Total $ 702 $ — $ 702 $ — 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 — Equity investments 692 692 — — Total $ 1,156 $ 791 $ 365 $ — Liabilities: Forward foreign currency contracts $ 27 $ — $ 27 $ — Contingent consideration, non-current 1,909 — — 1,909 Total $ 1,936 $ — $ 27 $ 1,909 The rabbi trust investments consist of cash and mutual funds whose fair value is based on quoted prices in active markets for identical assets, and are designated as Level 1 within the valuation hierarchy. The equity investment consists of the Company’s less than 1% investment in Yeo Hiap Seng Limited, a food and beverage manufacturer and distributor based in Singapore. Fair value is measured using the market approach based on quoted prices. The Company utilizes the income approach to measure fair value for its foreign currency forward contracts. The income approach uses pricing models that rely on market observable inputs such as yield curves, currency exchange rates and forward prices. 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. The following table summarizes the Level 3 activity for the nine months ended March 31, 2019 : Balance as of June 30, 2018 $ 1,909 Contingent consideration adjustment (a) (147 ) Translation adjustment (27 ) Balance as of March 31, 2019 $ 1,735 (a) The change in the fair value of contingent consideration is included in “Project Terra costs and other” in the Company’s Consolidated Statements of Operations. There were no transfers of financial instruments between the three levels of fair value hierarchy during the nine months ended March 31, 2019 and March 31, 2018 . The carrying amount of cash and cash equivalents, accounts receivable, net, accounts payable and certain accrued expenses and other current liabilities approximate fair value due to the short-term maturities of these financial instruments. The Company’s debt approximates fair value due to the debt bearing fluctuating market interest rates (See Note 10, Debt and Borrowings ). In addition to the instruments named above, the Company also makes fair value measurements in connection with its interim and annual goodwill and trade name impairment testing. These measurements fall into Level 3 of the fair value hierarchy (See Note 9, Goodwill and Other Intangible Assets ). Derivative Instruments The Company primarily has exposure to changes in foreign currency exchange rates relating to certain anticipated cash flows and firm commitments from its international operations. The Company may enter into certain derivative financial instruments, when available on a cost-effective basis, to manage such risk. Derivative financial instruments are not used for speculative purposes. The fair value of these derivatives is included in prepaid expenses and other current assets and accrued expenses and other current liabilities in the Consolidated Balance 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 offsetting changes in the cash flows of hedged items. Any ineffective portion of change in fair value is not deferred in accumulated other comprehensive (loss) 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 three and nine months ended March 31, 2019 and March 31, 2018 . The notional and fair value amounts of cash flow hedges at March 31, 2019 were $3,920 and $52 of net liabilities, respectively. There were no cash flow hedges or fair value hedges outstanding as of June 30, 2018 . The notional amounts of foreign currency exchange contracts not designated as hedges at March 31, 2019 and June 30, 2018 were $54,884 and $20,986 , respectively. The fair values of foreign currency exchange contracts not designated as hedges at March 31, 2019 and June 30, 2018 were $610 of net liabilities and $338 of net assets, respectively. Gains and losses related to both designated and non-designated foreign currency exchange contracts are recorded in the Company’s Consolidated Statements of Operations based upon the nature of the underlying hedged transaction and were not material for the three and nine months ended March 31, 2019 and March 31, 2018 . |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Securities Class Actions Filed in Federal Court On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The three complaints are: (1) Flora v. The Hain Celestial Group, Inc., et al. (the “Flora Complaint”); (2) Lynn v. The Hain Celestial Group, Inc., et al. (the “Lynn Complaint”); and (3) Spadola v. The Hain Celestial Group, Inc., et al. (the “Spadola Complaint” and, together with the Flora and Lynn Complaints, the “Securities Complaints”). On June 5, 2017, the court issued an order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel. Pursuant to this order, the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs. On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his ability to participate in the Consolidated Securities Action as an absent class member. The Co-Lead Plaintiffs in the Consolidated Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”). The Amended Complaint 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. On March 29, 2019, the Court granted Defendant’s motion, dismissing the Amended Complaint in its entirety, without prejudice to replead. Lead Plaintiffs filed a seconded amended complaint on May 6, 2019. 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. On October 9, 2018, the Court further stayed this matter until December 4, 2018 and on December 4, 2018 further stayed the matter until January 14, 2019. On January 14, 2019, the Court held a status conference and granted Plaintiffs leave to file an amended complaint by March 7, 2019, while continuing the stay as to all other aspects of the case. On March 7, 2019, Plaintiffs filed an amended complaint. The Court held a status conference on March 13, 2019 and continued the stay until a subsequent conference scheduled for May 6, 2019. At the May 6 conference, the Court indicated that the stay will be lifted, and after a preliminary conference for June 13, 2019, a scheduling order will be entered and the case will proceed. 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. After the Court dismissed the Amended Complaint in the Securities Class Actions, the parties to the Consolidated Stockholder Class and Derivative Action agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint. The stay is continued through the later of: (a) thirty (30) days after the deadline for plaintiffs to file a second amended complaint in the Securities Class Actions; or, (b) if plaintiffs file a second amended complaint, and Defendants file a motion to dismiss the second amended complaint, thirty (30) days after the Court rules on the motion to dismiss the second amended complaint in the Securities Class Actions. Other In addition to the litigation described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business. While the results of litigation and claims cannot be predicted with certainty, the Company believes the reasonably possible losses of such matters, individually and in the aggregate, are not material. Additionally, the Company believes the probable final outcome of such matters will not have a material adverse effect on the Company’s consolidated results of operations, financial position, cash flows or liquidity. |
Segment Information
Segment Information | 9 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION Beginning in the third quarter of fiscal 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 Hain Ventures (formerly known as 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, certain Project Terra 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. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Net Sales: United States $ 266,445 $ 281,052 $ 769,585 $ 815,013 United Kingdom 227,206 238,321 671,121 698,968 Rest of World 106,146 113,347 304,080 324,190 $ 599,797 $ 632,720 $ 1,744,786 $ 1,838,171 Operating Income/(Loss): United States $ 17,099 $ 24,974 $ 26,449 $ 67,696 United Kingdom 18,147 13,863 36,822 37,062 Rest of World 10,868 11,059 27,078 30,591 $ 46,114 $ 49,896 $ 90,349 $ 135,349 Corporate and Other (a) (22,249 ) (20,642 ) (105,975 ) (45,889 ) $ 23,865 $ 29,254 $ (15,626 ) $ 89,460 (a) For the three months ended March 31, 2019 , Corporate and Other includes $455 of Chief Executive Officer Succession Plan expense, net and $7,562 of Project Terra costs and other. For the three months ended March 31, 2018 , Corporate and Other includes $4,175 of Project Terra costs and other $3,313 of accounting review and remediation costs. For the nine months ended March 31, 2019 , Corporate and Other includes $30,156 of Chief Executive Officer Succession Plan expense, net, $21,045 of Project Terra costs and other and $4,334 of accounting review and remediation costs. Corporate and Other for the nine months ended March 31, 2019 also includes impairment charges of $17,900 ( $11,300 related to the United States segment, $2,787 related to the United Kingdom segment and $3,813 in Rest of World) related to certain of the Company’s tradenames. For the nine months ended March 31, 2018 , Corporate and Other included $7,429 of Project Terra costs and other and net expense of $6,406 of accounting review and remediation costs, net of insurance proceeds, consisting of $11,406 of costs incurred in the nine months ended March 31, 2018 offset by insurance proceeds of $5,000 . The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic area were as follows: March 31, June 30, United States $ 115,243 $ 99,650 United Kingdom 179,226 174,214 All Other 86,331 86,700 Total $ 380,800 $ 360,564 The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 United States $ 279,609 $ 296,635 $ 807,899 $ 860,987 United Kingdom 227,206 238,321 671,121 698,968 All Other 92,982 97,764 265,766 278,216 Total $ 599,797 $ 632,720 $ 1,744,786 $ 1,838,171 |
Basis Of Presentation (Policies
Basis Of Presentation (Policies) | 9 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Newly Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Effective | Newly Adopted Accounting Pronouncements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 Company adopted the new revenue standard on July 1, 2018 using the modified retrospective transition method. The adoption did not materially impact our results of operations or financial position, and, as a result, comparisons of revenues and operating profit between periods were not materially affected by the adoption of ASU 2014-09. The Company recorded a net increase to beginning retained earnings of $163 on July 1, 2018 due to the cumulative impact of adopting ASU 2014-09. Additionally, as our products exhibit similar economic characteristics, are sold through similar channels to similar customers and are recognized at a point in time, we have concluded that the Company’s segment disclosures in Note 17, Segment Information, are indicative of the level of revenue disaggregation required under ASU 2014-09. ASU 2016-01, Financial Instruments-Overall (Subtopic 825-10) 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. We adopted ASU 2016‑01 in the three months ended September 30, 2018, which resulted in a net decrease to beginning retained earnings of $348 on July 1, 2018, representing the accumulated unrealized losses (net of tax) reported in accumulated other comprehensive income (loss) for available-for-sale equity securities on June 30, 2018. We no longer classify equity investments as trading or available-for-sale and will no longer recognize unrealized holding gains and losses on equity securities previously classified as available-for-sale in other comprehensive income (loss) as a result of adoption of ASU 2016-01. Recently Issued Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (ASC 842) . The amendments in this ASU replace most of the existing U.S. GAAP lease accounting guidance in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The ASU requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB approved amendments to create an optional transition method that will provide an option to use the effective date of ASC 842 as the date of initial application of the transition. 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. We will adopt the standard effective July 1, 2019. As part of the Company’s assessment work to-date, the Company has formed an implementation work team to perform a comprehensive evaluation of the impact of the adoption of this guidance, which includes assessing the Company’s lease portfolio, the impact to business processes and internal controls over financial reporting and the related disclosure requirements. Additionally, the Company is implementing lease accounting software to assist in the quantification of the expected impact on the Consolidated Balance Sheet and to facilitate the calculations of the related accounting entries and disclosures, as well as to facilitate accounting, presentation and disclosure for all leases after the initial date of application under the new standard. While the Company is continuing to assess all potential impacts of the standard, the most significant impact relates to the recognition of new right-of-use assets and lease liabilities on the balance sheet for manufacturing, warehouse and office space operating leases. We believe that all of these leases will continue to be classified as operating leases under the new standard. We expect the accounting for capital leases to remain substantially unchanged. Refer to Note 2, Summary of Significant Accounting Policies and Practices , in the Notes to the Consolidated Financial Statements as of June 30, 2018 and for the fiscal year then ended included in the Form 10-K for a detailed discussion on additional recently issued accounting pronouncements not yet adopted by the Company. There has been no change to the statements made in the Form 10-K as of the date of filing of this Form 10-Q. |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted net (loss) income per share: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Numerator: Net income (loss) from continuing operations $ 10,088 $ 25,241 $ (42,291 ) $ 86,984 Net loss from discontinued operations, net of tax (75,925 ) (12,555 ) (127,472 ) (7,349 ) Net (loss) income $ (65,837 ) $ 12,686 $ (169,763 ) $ 79,635 Denominator: Basic weighted average shares outstanding 104,117 103,918 104,045 103,821 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units 217 585 — 652 Diluted weighted average shares outstanding 104,334 104,503 104,045 104,473 Basic net (loss) income per common share: Continuing operations $ 0.10 $ 0.24 $ (0.41 ) $ 0.84 Discontinued operations (0.73 ) (0.12 ) (1.23 ) (0.07 ) Basic net (loss) income per common share $ (0.63 ) $ 0.12 $ (1.63 ) $ 0.77 Diluted net (loss) income per common share: Continuing operations $ 0.10 $ 0.24 $ (0.41 ) $ 0.83 Discontinued operations (0.73 ) (0.12 ) (1.23 ) (0.07 ) Diluted net (loss) income per common share $ (0.63 ) $ 0.12 $ (1.63 ) $ 0.76 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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 from discontinued operations, net of tax” in our Consolidated Statements of Operations: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Net sales $ 88,729 $ 118,198 $ 349,449 $ 396,227 Cost of sales 88,277 113,629 356,073 373,122 Gross profi t (loss) 452 4,569 (6,624 ) 23,105 Selling, general and administrative expense 4,039 5,888 13,031 14,458 Asset impairments (1) 51,348 — 109,252 — Other expense 2,182 805 7,377 3,258 Loss on sale of discontinued operations 40,223 — 40,223 — Net (loss) income from discontinued operations before income taxes (97,340 ) (2,124 ) (176,507 ) 5,389 (Benefit) provision for income taxes (21,415 ) 10,431 (49,035 ) 12,738 Net loss from discontinued operations, net of tax $ (75,925 ) $ (12,555 ) $ (127,472 ) $ (7,349 ) Assets and liabilities of discontinued operations presented in the Consolidated Balance Sheets as of March 31, 2019 and June 30, 2018 are included in the following table: March 31, June 30, ASSETS 2019 2018 Cash and cash equivalents $ 3,678 $ 6,461 Accounts receivable, less allowance for doubtful accounts 11,680 21,616 Inventories 31,600 105,359 Prepaid expenses and other current assets 1,906 5,604 Property, plant and equipment, net 49,537 83,776 Goodwill 41,089 41,089 Trademarks and other intangible assets, net 33,762 51,029 Other assets 2,636 4,381 Deferred tax assets (2) 37,925 — Impairments of long-lived assets held for sale (1) (77,632 ) (78,464 ) Current assets of discontinued operations (3) $ 136,181 $ 240,851 LIABILITIES Accounts payable $ 11,211 $ 31,762 Accrued expenses and other current liabilities 3,914 6,880 Deferred tax liabilities (2) — 11,111 Other noncurrent liabilities 70 93 Current liabilities of discontinued operations (3) $ 15,195 $ 49,846 (1) In the nine months ended March 31, 2019 the Company recorded asset impairment charges of $109,252 , of which $51,348 was recorded in the third quarter of fiscal 2019 to adjust the carrying value of the Hain Pure Protein reportable segment to its estimated selling price. (2) The change in deferred taxes from June 30, 2018 to March 31, 2019 was the result of the reversal of the $12,250 deferred tax liability previously recorded related to Hain Pure Protein being classified as held for sale. In addition, deferred taxes were impacted by the tax effect of current period book losses as well as the deferred tax benefit arising from asset impairment charges. ( 3) The assets and liabilities of Hain Pure Protein are classified as current on the March 31, 2019 and June 30, 2018 Consolidated Balance Sheets because it is probable that the sale will occur within the three months ended June 30, 2019 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Components Of Inventories | Inventories consisted of the following: March 31, June 30, Finished goods $ 235,232 $ 231,926 Raw materials, work-in-progress and packaging 160,014 159,599 $ 395,246 $ 391,525 |
Property, Plant And Equipment_2
Property, Plant And Equipment, Net (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: March 31, June 30, Land $ 28,049 $ 28,378 Buildings and improvements 95,604 83,289 Machinery and equipment 315,574 323,348 Computer hardware and software 56,168 54,092 Furniture and fixtures 18,624 17,894 Leasehold improvements 31,269 31,519 Construction in progress 30,556 17,280 575,844 555,800 Less: Accumulated depreciation and amortization 244,774 245,628 $ 331,070 $ 310,172 |
Goodwill And Other Intangible_2
Goodwill And Other Intangible Assets (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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, 2018 (a) $ 552,814 $ 377,163 $ 94,159 $ 1,024,136 Translation and other adjustments, net — (5,203 ) (2,070 ) (7,273 ) Balance as of March 31, 2019 (a) $ 552,814 $ 371,960 $ 92,089 $ 1,016,863 (a) The total carrying value of goodwill is reflected net of $134,277 of accumulated impairment charges, of which $97,358 related to the Company’s United Kingdom operating segment, $29,219 related to the Company’s Europe operating segment and $7,700 related to the Company’s Hain Ventures operating segment (formerly known as the Cultivate operating segment). |
Components Of Trademarks And Other Intangible Assets | The following table sets forth Consolidated Balance Sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization: March 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (a) $ 364,068 $ 385,609 Amortized intangible assets: Other intangibles 236,333 239,323 Less: accumulated amortization (124,819 ) (114,545 ) Net carrying amount $ 475,582 $ 510,387 (a) The gross carrying value of trademarks and tradenames is reflected net of $83,734 and $65,834 of accumulated impairment charges at March 31, 2019 and at June 30, 2018, respectively. |
Finite-lived Intangible Assets Amortization Expense | Amortization expense included in continuing operations was as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Amortization of acquired intangibles $ 3,802 $ 4,713 $ 11,567 $ 13,859 |
Debt And Borrowings (Tables)
Debt And Borrowings (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule Of Debt And Borrowings | Debt and borrowings consisted of the following: March 31, June 30, Revolving credit facility $ 455,206 $ 401,852 Term loan 285,000 296,250 Less: Unamortized issuance costs (579 ) (692 ) Tilda short-term borrowing arrangements 6,654 9,338 Other borrowings 5,442 7,358 751,723 714,106 Short-term borrowings and current portion of long-term debt 22,522 26,605 Long-term debt, less current portion $ 729,201 $ 687,501 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents the changes in accumulated other comprehensive income (loss): Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Foreign currency translation adjustments: Other comprehensive income (loss) before reclassifications (1) $ 20,934 $ 37,868 $ (20,533 ) $ 80,065 Deferred (losses)/gains on cash flow hedging instruments: Other comprehensive (loss) income before reclassifications (42 ) — (42 ) 39 Amounts reclassified into income (2) — — — (106 ) Unrealized gains/(losses) on equity investment: Other comprehensive loss before reclassifications — (101 ) — (103 ) Net change in accumulated other comprehensive income (loss) $ 20,892 $ 37,767 $ (20,575 ) $ 79,895 (1) Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were a net loss of $403 and a net gain of $670 for the three months ended March 31, 2019 and 2018 , respectively, and a net loss of $875 and a net gain of $1,736 for the nine months ended March 31, 2019 and 2018 , respectively. (2) Amounts reclassified into income for deferred (losses)/gains on cash flow hedging instruments are recorded in “Cost of sales” in the Consolidated Statements of Operations and, before taxes, were $132 for the nine months ended March 31, 2018 . There were no amounts reclassified into income for deferred (losses)/gains on cash flow hedging instruments for the three and nine months ended March 31, 2019 and for the three months ended March 31, 2018 . |
Stock-Based Compensation And _2
Stock-Based Compensation And Incentive Performance Plans (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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 Operations for stock-based compensation plans were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Selling, general and administrative expense $ 3,937 $ 2,936 $ 5,502 $ 10,258 Chief Executive Officer Succession Plan expense, net — — 429 — Discontinued operations 6 — 58 — Total compensation cost recognized for stock-based compensation plans $ 3,943 $ 2,936 $ 5,989 $ 10,258 Related income tax benefit $ 470 $ 971 $ 765 $ 3,391 |
Non-Vested Restricted Stock And Restricted Share Unit Awards | A summary of the restricted stock and restricted share unit activity for the nine months ended March 31, 2019 is as follows: Number of Shares and Units Weighted Average Grant Date Fair Value (per share) Non-vested restricted stock, restricted share units, and performance units at June 30, 2018 1,057 $ 22.29 Granted 3,470 $ 7.13 Vested (291 ) $ 26.50 Forfeited (333 ) $ 17.68 Non-vested restricted stock, restricted share units, and performance units at March 31, 2019 3,903 $ 8.89 |
Restricted Stock Grant Information | Nine Months Ended March 31, 2019 2018 Fair value of restricted stock and restricted share units granted $ 24,734 $ 14,595 Fair value of shares vested $ 7,725 $ 14,622 Tax benefit recognized from restricted shares vesting $ 3,331 $ 4,970 |
Summary Of Stock Option Activity | A summary of the stock option activity for the nine months ended March 31, 2019 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Contractual Life (years) Aggregate Intrinsic Value Options outstanding and exercisable at June 30, 2018 122 $ 2.26 Exercised — — Options outstanding and exercisable at March 31, 2019 122 $ 2.26 12.3 $ 2,544 |
2019 Equity Inducement Award Program | As such, an illiquidity discount was applied to the grant date fair value. Grant Date Shares Issued Fair Value Per Share Grant Date Fair Value February 19, 2019 739 $ 1.79 $ 1,324 March 29, 2019 187 $ 3.01 563 Total 926 $ 1,887 |
Financial Instruments Measure_2
Financial Instruments Measured At Fair Value (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 : Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Rabbi trust investments $ 34,452 $ 34,452 $ — $ — Forward foreign currency contracts 40 — 40 — Equity investment 661 661 — — Contingent consideration, current 1,735 — — 1,735 Total $ 36,888 $ 35,113 $ 40 $ 1,735 Liabilities: Forward foreign currency contracts $ 702 $ — $ 702 $ — Contingent consideration, non-current — — — — Total $ 702 $ — $ 702 $ — 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 — Equity investments 692 692 — — Total $ 1,156 $ 791 $ 365 $ — Liabilities: Forward foreign currency contracts $ 27 $ — $ 27 $ — Contingent consideration, non-current 1,909 — — 1,909 Total $ 1,936 $ — $ 27 $ 1,909 |
Level 3 Activity | The following table summarizes the Level 3 activity for the nine months ended March 31, 2019 : Balance as of June 30, 2018 $ 1,909 Contingent consideration adjustment (a) (147 ) Translation adjustment (27 ) Balance as of March 31, 2019 $ 1,735 (a) The change in the fair value of contingent consideration is included in “Project Terra costs and other” in the Company’s Consolidated Statements of Operations. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables set forth financial information about each of the Company’s reportable segments. Transactions between reportable segments were insignificant for all periods presented. Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 Net Sales: United States $ 266,445 $ 281,052 $ 769,585 $ 815,013 United Kingdom 227,206 238,321 671,121 698,968 Rest of World 106,146 113,347 304,080 324,190 $ 599,797 $ 632,720 $ 1,744,786 $ 1,838,171 Operating Income/(Loss): United States $ 17,099 $ 24,974 $ 26,449 $ 67,696 United Kingdom 18,147 13,863 36,822 37,062 Rest of World 10,868 11,059 27,078 30,591 $ 46,114 $ 49,896 $ 90,349 $ 135,349 Corporate and Other (a) (22,249 ) (20,642 ) (105,975 ) (45,889 ) $ 23,865 $ 29,254 $ (15,626 ) $ 89,460 (a) For the three months ended March 31, 2019 , Corporate and Other includes $455 of Chief Executive Officer Succession Plan expense, net and $7,562 of Project Terra costs and other. For the three months ended March 31, 2018 , Corporate and Other includes $4,175 of Project Terra costs and other $3,313 of accounting review and remediation costs. For the nine months ended March 31, 2019 , Corporate and Other includes $30,156 of Chief Executive Officer Succession Plan expense, net, $21,045 of Project Terra costs and other and $4,334 of accounting review and remediation costs. Corporate and Other for the nine months ended March 31, 2019 also includes impairment charges of $17,900 ( $11,300 related to the United States segment, $2,787 related to the United Kingdom segment and $3,813 in Rest of World) related to certain of the Company’s tradenames. For the nine months ended March 31, 2018 , Corporate and Other included $7,429 of Project Terra costs and other and net expense of $6,406 of accounting review and remediation costs, net of insurance proceeds, consisting of $11,406 of costs incurred in the nine months ended March 31, 2018 offset by insurance proceeds of $5,000 . |
Schedule of Long-lived Assets | The Company’s long-lived assets, which primarily represent net property, plant and equipment, by geographic area were as follows: March 31, June 30, United States $ 115,243 $ 99,650 United Kingdom 179,226 174,214 All Other 86,331 86,700 Total $ 380,800 $ 360,564 |
Net Sales Geographic Area | The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, were as follows: Three Months Ended March 31, Nine Months Ended March 31, 2019 2018 2019 2018 United States $ 279,609 $ 296,635 $ 807,899 $ 860,987 United Kingdom 227,206 238,321 671,121 698,968 All Other 92,982 97,764 265,766 278,216 Total $ 599,797 $ 632,720 $ 1,744,786 $ 1,838,171 |
Business (Details)
Business (Details) | Mar. 31, 2019country |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of countries in which entity operates (more than) | 80 |
Basis Of Presentation (Details)
Basis Of Presentation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jul. 01, 2018 | Jun. 30, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase (decrease) in retained earnings | $ 708,568 | $ 878,516 | |
ASU 2014-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase (decrease) in retained earnings | $ 163 | ||
ASU 2016-01 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase (decrease) in retained earnings | $ (348) |
Chief Executive Officer Succe_2
Chief Executive Officer Succession Plan (Details) - USD ($) $ in Thousands | Nov. 05, 2018 | Mar. 31, 2019 | Nov. 04, 2018 | Mar. 31, 2019 |
CEO [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash separation payment | $ 34,295 | $ 33,051 | ||
Continuation costs | $ 208 | |||
Former CEO [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Consulting fees | $ 975 | |||
Former CEO [Member] | Chief Executive Officer Succession Plan expense, net | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Consulting fees | $ 325 |
Earnings (Loss) Per Share (Comp
Earnings (Loss) Per Share (Computation Of Basic And Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) from continuing operations | $ 10,088 | $ 25,241 | $ (42,291) | $ 86,984 | ||||
Net loss from discontinued operations, net of tax | (75,925) | (12,555) | (127,472) | (7,349) | ||||
Net (loss) income | $ (65,837) | $ (66,501) | $ (37,425) | $ 12,686 | $ 47,103 | $ 19,846 | $ (169,763) | $ 79,635 |
Denominator: | ||||||||
Basic weighted average shares outstanding (shares) | 104,117 | 103,918 | 104,045 | 103,821 | ||||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units (shares) | 217 | 585 | 0 | 652 | ||||
Diluted weighted average shares outstanding (shares) | 104,334 | 104,503 | 104,045 | 104,473 | ||||
Basic net (loss) income per common share: | ||||||||
Basic net income (loss) per common share from continuing operations (USD per share) | $ 0.10 | $ 0.24 | $ (0.41) | $ 0.84 | ||||
Basic net income (loss) per common share from discontinued operations (USD per share) | (0.73) | (0.12) | (1.23) | (0.07) | ||||
Basic net income (loss) per common share (USD per share) | (0.63) | 0.12 | (1.63) | 0.77 | ||||
Diluted net (loss) income per common share: | ||||||||
Diluted net income (loss) per common share from continuing operations (USD per share) | 0.10 | 0.24 | (0.41) | 0.83 | ||||
Diluted net income (loss) per common share from discontinued operations (USD per share) | (0.73) | (0.12) | (1.23) | (0.07) | ||||
Diluted net income (loss) per common share (USD per share) | $ (0.63) | $ 0.12 | $ (1.63) | $ 0.76 |
Earnings (Loss) Per Share (Narr
Earnings (Loss) Per Share (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 21, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Authorized amount | $ 250,000,000 | ||||
Remaining authorized repurchase amount | $ 250,000,000 | $ 250,000,000 | |||
Stock Based Awards [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (shares) | 3,071,000 | 559,000 | 3,117,000 | 559,000 | |
Restricted Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (shares) | 273,000 | 621,000 | |||
Common Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of earnings per share (shares) | 0 | 0 | 110,000 | 0 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - Hain Pure Protein [Member] - Disposed of by Sale [Member] - USD ($) $ in Thousands | May 08, 2019 | Feb. 15, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale | $ 25,000 | |||||
Stand by letter of credit | $ 10,000 | |||||
Letter of credit, expiration period | 19 months | |||||
Letter of credit, percent of maximum draw | 120.00% | |||||
Loss on sale of discontinued operations, pre-tax | $ (40,223) | $ 0 | $ (40,223) | $ 0 | ||
Loss on sale of discontinued operations, net | $ 29,685 | |||||
Subsequent Event [Member] | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Proceeds from sale | $ 80,000 |
Discontinued Operations (Statem
Discontinued Operations (Statements of Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net loss from discontinued operations, net of tax | $ (75,925) | $ (12,555) | $ (127,472) | $ (7,349) |
Hain Pure Protein [Member] | Disposed of by Sale [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 88,729 | 118,198 | 349,449 | 396,227 |
Cost of sales | 88,277 | 113,629 | 356,073 | 373,122 |
Gross profit (loss) | 452 | 4,569 | (6,624) | 23,105 |
Selling, general and administrative expense | 4,039 | 5,888 | 13,031 | 14,458 |
Asset impairments (1) | 51,348 | 0 | 109,252 | 0 |
Other expense | 2,182 | 805 | 7,377 | 3,258 |
Loss on sale of discontinued operations | 40,223 | 0 | 40,223 | 0 |
Net (loss) income from discontinued operations before income taxes | (97,340) | (2,124) | (176,507) | 5,389 |
(Benefit) provision for income taxes | (21,415) | 10,431 | (49,035) | 12,738 |
Net loss from discontinued operations, net of tax | $ (75,925) | $ (12,555) | $ (127,472) | $ (7,349) |
Discontinued Operations (Balanc
Discontinued Operations (Balance Sheet) (Details) - Hain Pure Protein [Member] - Disposed of by Sale [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | |
ASSETS | |||
Cash and cash equivalents | $ 3,678 | $ 3,678 | $ 6,461 |
Accounts receivable, less allowance for doubtful accounts | 11,680 | 11,680 | 21,616 |
Inventories | 31,600 | 31,600 | 105,359 |
Prepaid expenses and other current assets | 1,906 | 1,906 | 5,604 |
Property, plant and equipment, net | 49,537 | 49,537 | 83,776 |
Goodwill | 41,089 | 41,089 | 41,089 |
Trademarks and other intangible assets, net | 33,762 | 33,762 | 51,029 |
Other assets | 2,636 | 2,636 | 4,381 |
Deferred tax assets | 37,925 | 37,925 | 0 |
Impairments of long-lived assets held for sale | (77,632) | (77,632) | (78,464) |
Current assets of discontinued operations | 136,181 | 136,181 | 240,851 |
LIABILITIES | |||
Accounts payable | 11,211 | 11,211 | 31,762 |
Accrued expenses and other current liabilities | 3,914 | 3,914 | 6,880 |
Deferred tax liabilities | 0 | 0 | 11,111 |
Other noncurrent liabilities | 70 | 70 | 93 |
Current liabilities of discontinued operations | 15,195 | 15,195 | $ 49,846 |
Asset impairment charges | 51,348 | $ 109,252 | |
Reversal of deferred tax liability related to book/tax basis difference | $ 12,250 |
Acquisitions (Details)
Acquisitions (Details) £ in Thousands, $ in Thousands | Dec. 01, 2017GBP (£) | Dec. 01, 2017USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 8 | $ 336 | |||
Cash paid, net of cash acquired | $ 0 | $ 13,064 | |||
Clarks [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash paid, net of cash acquired | £ 9,179 | $ 12,368 | |||
Contingent consideration, high range | £ | £ 1,500 | ||||
Contingent consideration arrangements, period for achievement operating results | 18 months | 18 months | |||
Clarks [Member] | Sales [Member] | |||||
Business Acquisition [Line Items] | |||||
Concentration risk, percentage, less than | 1.00% | 1.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 235,232 | $ 231,926 |
Raw materials, work-in-progress and packaging | 160,014 | 159,599 |
Total inventories | $ 395,246 | $ 391,525 |
Property, Plant And Equipment_3
Property, Plant And Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 575,844 | $ 575,844 | $ 555,800 | |||
Less: Accumulated depreciation and amortization | 244,774 | 244,774 | 245,628 | |||
Property, plant and equipment, net | 331,070 | 331,070 | 310,172 | |||
Depreciation | 8,110 | $ 8,212 | 24,294 | $ 24,580 | ||
Land [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 28,049 | 28,049 | 28,378 | |||
Buildings and improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 95,604 | 95,604 | 83,289 | |||
Machinery and equipment [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 315,574 | 315,574 | 323,348 | |||
Computer hardware and software [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 56,168 | 56,168 | 54,092 | |||
Furniture and fixtures [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 18,624 | 18,624 | 17,894 | |||
Leasehold improvements [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | 31,269 | 31,269 | 31,519 | |||
Construction in progress [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Property, plant and equipment, gross | $ 30,556 | $ 30,556 | $ 17,280 | |||
Manufacturing facility [Member] | United Kingdom [Member] | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Non-cash impairment charge | $ 5,809 |
Goodwill And Other Intangible_3
Goodwill And Other Intangible Assets (Changes In Carrying Amount Of Goodwill) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Jun. 30, 2018 | |
Goodwill | ||
Goodwill | $ 1,024,136 | |
Translation and other adjustments, net | (7,273) | |
Goodwill | 1,016,863 | |
Accumulated impairment losses | 134,277 | $ 134,277 |
United States [Member] | ||
Goodwill | ||
Goodwill | 552,814 | |
Translation and other adjustments, net | 0 | |
Goodwill | 552,814 | |
United Kingdom [Member] | ||
Goodwill | ||
Goodwill | 377,163 | |
Translation and other adjustments, net | (5,203) | |
Goodwill | 371,960 | |
Accumulated impairment losses | 97,358 | 97,358 |
Rest of World [Member] | ||
Goodwill | ||
Goodwill | 94,159 | |
Translation and other adjustments, net | (2,070) | |
Goodwill | 92,089 | |
Europe [Member] | ||
Goodwill | ||
Accumulated impairment losses | 29,219 | 29,219 |
Cultivate [Member] | Operating Segments [Member] | ||
Goodwill | ||
Accumulated impairment losses | $ 7,700 | $ 7,700 |
Goodwill And Other Intangible_4
Goodwill And Other Intangible Assets (Components Of Trademarks And Other Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and tradenames | $ 364,068 | $ 385,609 |
Other intangibles | 236,333 | 239,323 |
Less: accumulated amortization | (124,819) | (114,545) |
Net carrying amount | 475,582 | 510,387 |
Trademarks and Tradenames [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Accumulated impairment charge | $ 83,734 | $ 65,834 |
Goodwill And Other Intangible_5
Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | |
Minimum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 3 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful lives | 25 years | ||
Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived asset impairment | $ 17,900 | $ 5,632 | |
United States [Member] | Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived asset impairment | 11,300 | ||
United Kingdom [Member] | Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived asset impairment | 2,787 | 532 | |
Rest of World [Member] | Tradenames [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Long-lived asset impairment | $ 3,813 | $ 5,100 |
Goodwill And Other Intangible_6
Goodwill And Other Intangible Assets (Amortization Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of acquired intangibles | $ 3,802 | $ 4,713 | $ 11,567 | $ 13,859 |
Debt And Borrowings (Components
Debt And Borrowings (Components Of Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Line of Credit Facility [Line Items] | ||
Less: Unamortized issuance costs | $ (579) | $ (692) |
Other borrowings | 5,442 | 7,358 |
Long-term debt | 751,723 | 714,106 |
Short-term borrowings and current portion of long-term debt | 22,522 | 26,605 |
Long-term debt, less current portion | 729,201 | 687,501 |
Credit Agreement [Member] | Unsecured revolving credit facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 455,206 | 401,852 |
Term Loan [Member] | Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 285,000 | 296,250 |
Tilda [Member] | Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Tilda short-term borrowing arrangements | $ 6,654 | $ 9,338 |
Debt And Borrowings (Credit Agr
Debt And Borrowings (Credit Agreement) (Details) | Feb. 06, 2018USD ($) | Dec. 12, 2014 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019USD ($) | Dec. 31, 2018 | Dec. 31, 2019 | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) |
Unsecured revolving credit facility [Member] | Credit Agreement [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving credit facility | $ 1,000,000,000 | |||||||||||||
Interest coverage ratio | 4 | |||||||||||||
Leverage ratio | 3.50 | |||||||||||||
Consolidated leverage ratio | 4 | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Revolving credit facility | 300,000 | |||||||||||||
Additional borrowing capacity | 400,000 | |||||||||||||
Consolidated leverage ratio | 3.75 | 4 | ||||||||||||
Available borrowing capacity | $ 528,570,000 | $ 528,570,000 | ||||||||||||
Weighted average interest rate | 4.30% | 4.30% | ||||||||||||
Periodic payment | $ 3,750,000 | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Minimum [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Commitment fee percentage | 0.20% | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Maximum [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Commitment fee percentage | 0.45% | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Forecast [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Leverage ratio | 3.5 | |||||||||||||
Consolidated leverage ratio | 3.75 | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Eurocurrency Rate [Member] | Minimum [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 0.875% | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Eurocurrency Rate [Member] | Maximum [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.50% | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Base Rate [Member] | Minimum [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 0.00% | |||||||||||||
Term Loan [Member] | Amended Credit Agreement [Member] | Base Rate [Member] | Maximum [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.50% | |||||||||||||
Term Loan [Member] | May 3rd Amended Credit Agreement [Member] | Hain Pure Protein [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest coverage ratio | 0.25 | |||||||||||||
Term Loan [Member] | May 3rd Amended Credit Agreement [Member] | Forecast [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Interest coverage ratio | 4 | 3.75 | 3 | |||||||||||
Consolidated leverage ratio | 4.25 | 4 | 4.75 | 5 | ||||||||||
Term Loan [Member] | Term Loan [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Line of credit facility outstanding | $ 285,000,000 | $ 285,000,000 | $ 296,250,000 | |||||||||||
Letter of credit [Member] | Amended Credit Agreement [Member] | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Borrowings outstanding under credit agreement | $ 16,224,000 | $ 16,224,000 |
Debt And Borrowings (Tilda Shor
Debt And Borrowings (Tilda Short-Term Borrowing Arrangements) (Details) - Line of Credit [Member] - Tilda [Member] $ in Thousands | 9 Months Ended | ||
Mar. 31, 2019GBP (£) | Mar. 31, 2019USD ($) | Jun. 30, 2018USD ($) | |
Short-term Debt [Line Items] | |||
Revolving credit facility | £ | £ 52,000,000 | ||
Debt term | 6 months | ||
Short-term debt, weighted average interest rate | 3.27% | 3.27% | |
Tilda short-term borrowing arrangements | $ | $ 6,654 | $ 9,338 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax [Line Items] | ||||
Measurement period adjustment, additional income tax expense related to transition tax | $ 8,205 | |||
Effective income tax rate reconciliation | 23.20% | (5.50%) | 3.90% | (15.30%) |
Expiration of statute of limitations | $ 3,754 | |||
Hain Pure Protein [Member] | Disposed of by Sale [Member] | ||||
Income Tax [Line Items] | ||||
(Benefit) provision for income taxes | $ (21,415) | $ 10,431 | $ (49,035) | $ 12,738 |
Reversal of deferred tax liability related to book/tax basis difference | $ 12,250 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Net change in accumulated other comprehensive income (loss) | $ 20,892,000 | $ (27,948,000) | $ (13,519,000) | $ 37,767,000 | $ 8,341,000 | $ 33,787,000 | $ (20,575,000) | $ 79,895,000 |
Foreign currency translation adjustments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications | 20,934,000 | 37,868,000 | (20,533,000) | 80,065,000 | ||||
Deferred gains/(losses) on cash flow hedging instruments [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications | (42,000) | 0 | (42,000) | 39,000 | ||||
Amounts reclassified into income | 0 | 0 | 0 | (106,000) | ||||
Amounts reclassified into income for deferred gains/(losses) on cash flow hedging instruments | 0 | 0 | 0 | 132,000 | ||||
Unrealized gain/(loss) on available for sale investment [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications | 0 | (101,000) | 0 | (103,000) | ||||
Intra-entity foreign currency transactions [Member] | ||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Other comprehensive income (loss) before reclassifications | $ (403,000) | $ 670,000 | $ (875,000) | $ 1,736,000 |
Stock-Based Compensation And _3
Stock-Based Compensation And Incentive Performance Plans (Stock Plans Narrative) (Details) | 9 Months Ended |
Mar. 31, 2019plan | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of plans | 2 |
Stock-Based Compensation And _4
Stock-Based Compensation And Incentive Performance Plans (Compensation Cost And Related Income Tax Benefits Recognized) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total compensation cost recognized for stock-based compensation plans | $ 3,943 | $ 2,936 | $ 5,989 | $ 10,258 |
Related income tax benefit | 470 | 971 | 765 | 3,391 |
Selling, general and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Selling, general and administrative expense | 3,937 | 2,936 | 5,502 | 10,258 |
Chief Executive Officer Succession Plan expense, net | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Selling, general and administrative expense | 0 | 0 | 429 | 0 |
Discontinued operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Selling, general and administrative expense | $ 6 | $ 0 | $ 58 | $ 0 |
Stock-Based Compensation And _5
Stock-Based Compensation And Incentive Performance Plans (Non-Vested Restricted Stock And Restricted Share Unit Awards) (Details) - Restricted Stock [Member] shares in Thousands | 9 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Shares and Units | |
Non-vested restricted stock, restricted share units, and performance units, beginning balance (shares) | shares | 1,057 |
Granted (shares) | shares | 3,470 |
Vested (shares) | shares | (291) |
Forfeited (shares) | shares | (333) |
Non-vested restricted stock, restricted share units, and performance units, ending balance (shares) | shares | 3,903 |
Weighted Average Grant Date Fair Value (per share) | |
Non-vested restricted stock, restricted share units, and performance units beginning balance (USD per share) | $ / shares | $ 22.29 |
Granted (USD per share) | $ / shares | 7.13 |
Vested (USD per share) | $ / shares | 26.50 |
Forfeited (USD per share) | $ / shares | 17.68 |
Non-vested restricted stock, restricted share units, and performance units ending balance (USD per share) | $ / shares | $ 8.89 |
Stock-Based Compensation And _6
Stock-Based Compensation And Incentive Performance Plans (Restricted Stock Grant Information) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 24,083 | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of restricted stock and restricted share units granted | 24,734 | $ 14,595 |
Fair value of shares vested | 7,725 | 14,622 |
Tax benefit recognized from restricted shares vesting | $ 3,331 | $ 4,970 |
Period for recognition | 2 years 3 months 5 days |
Stock-Based Compensation And _7
Stock-Based Compensation And Incentive Performance Plans (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands | 9 Months Ended |
Mar. 31, 2019USD ($)$ / sharesshares | |
Number of Options | |
Options outstanding and exercisable, beginning balance (shares) | shares | 122 |
Exercised (shares) | shares | 0 |
Options outstanding and exercisable, ending balance (shares) | shares | 122 |
Weighted Average Exercise Price | |
Options outstanding and exercisable, beginning balance (USD per share) | $ / shares | $ 2.26 |
Exercised (USD per share) | $ / shares | 0 |
Options outstanding and exercisable, ending balance (USD per share) | $ / shares | $ 2.26 |
Weighted Average Contractual Life | 12 years 3 months 18 days |
Aggregate Intrinsic Value | $ | $ 2,544,000 |
Unrecognized compensation expense | $ | $ 0 |
Stock-Based Compensation And _8
Stock-Based Compensation And Incentive Performance Plans (Long-Term Incentive Plan) (Details) $ / shares in Units, $ in Thousands | Jan. 24, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($)shares | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)plan$ / sharesshares | Mar. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of long-term incentive plans | plan | 4 | |||||
Compensation cost recognized | $ | $ 3,943 | $ 2,936 | $ 5,989 | $ 10,258 | ||
PSUs [Member] | Executives [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 101,000 | 101,000 | ||||
PSUs [Member] | Executives [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
PSUs [Member] | Executives [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Time Based Award [Member] | Select New Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 201,000 | 201,000 | ||||
Vesting period | 3 years | |||||
Long Term Incentive Plan 2019-2021 [Member] | PSUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 912,000 | |||||
Percent of targeted award | 100.00% | |||||
Vesting period | 3 years | |||||
Compound Annual Total Shareholder Return over Performance Period (in shares) | 0 | |||||
Annual total shareholder return percent | 15.00% | |||||
Shares subject to holding period (in shares) | 451,000 | |||||
Holding period | 1 year | |||||
Grant date fair value | $ | $ 5,132 | |||||
Compensation cost recognized | $ | $ 432 | $ 432 | ||||
Long Term Incentive Plan 2019-2021 [Member] | PSUs [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of shares granted | 0.00% | |||||
Grant date fair value (USD per share) | $ / shares | $ 5.99 | |||||
Long Term Incentive Plan 2019-2021 [Member] | PSUs [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percent of shares granted | 300.00% | |||||
Grant date fair value (USD per share) | $ / shares | $ 5.26 | |||||
Long Term Incentive Plan 2019-2021 [Member] | Time Based Award [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 156,000 | 156,000 | ||||
Vesting period | 3 years | |||||
Long Term Incentive Plan 2018-2020 [Member] | PSUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued (in shares) | 45,000 | 45,000 | ||||
Grant date fair value (USD per share) | $ / shares | $ 18.32 | $ 18.32 | ||||
Grant date fair value | $ | $ 819 | $ 819 | ||||
Long Term Incentive Plan 2016-2018 and 2017-2019 [Member] | ||||||
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 2016-2018 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award requisite service period | 3 years | |||||
Forfeited (shares) | 223,000 | |||||
Reversal of previously accrued amounts | $ | $ 6,482 | |||||
Long Term Incentive Plan 2016-2018 [Member] | Chief Executive Officer Succession Plan expense, net | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reversal of previously accrued amounts | $ | 5,065 | |||||
Long Term Incentive Plan 2017-2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Reversal of previously accrued amounts | $ | $ 1,129 | $ (1,867) |
Stock-Based Compensation And _9
Stock-Based Compensation And Incentive Performance Plans (2019 Equity Inducement Award Program) (Details) - 2019 Equity Inducement Award Program [Member] - PSUs [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 29, 2019 | Feb. 19, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 926,000 | 187,000 | 739,000 |
Percent of targeted award | 300.00% | ||
Vesting period | 3 years | ||
Holding period | 1 year | ||
Grant date fair value (USD per share) | $ 3.01 | $ 1.79 | |
Grant date fair value | $ 1,887 | $ 563 | $ 1,324 |
Compound Annual Total Shareholder Return over Performance Period (in shares) | 0 | ||
Annual total shareholder return percent | 15.00% | ||
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 0 | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares issued (in shares) | 926,000 |
Stock-Based Compensation And_10
Stock-Based Compensation And Incentive Performance Plans (CEO Inducement Grant) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 24, 2019 | Nov. 06, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost recognized | $ 3,943 | $ 2,936 | $ 5,989 | $ 10,258 | ||
PSUs [Member] | Mr. Schiller [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | 1,050,000 | |||||
Vesting period | 3 years | |||||
Compound Annual Total Shareholder Return over Performance Period (in shares) | 0 | |||||
Award requisite service period | 3 years | |||||
Holding period | 1 year | |||||
Grant date fair value | $ 7,571 | |||||
Grant date fair value (USD per share) | $ 7.21 | |||||
Compensation cost recognized | 621 | 1,008 | ||||
PSUs [Member] | Mr. Schiller [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compound Annual Total Shareholder Return over Performance Period (in shares) | 0 | |||||
Annual total shareholder return percent | 15.00% | |||||
PSUs [Member] | Mr. Schiller [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compound Annual Total Shareholder Return over Performance Period (in shares) | 1,050,000 | |||||
Time Based Award [Member] | Mr. Schiller [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | 79,000 | |||||
Vesting period | 3 years | |||||
Long Term Incentive Plan 2019-2021 [Member] | PSUs [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | 912,000 | |||||
Vesting period | 3 years | |||||
Compound Annual Total Shareholder Return over Performance Period (in shares) | 0 | |||||
Annual total shareholder return percent | 15.00% | |||||
Holding period | 1 year | |||||
Grant date fair value | $ 5,132 | |||||
Compensation cost recognized | $ 432 | $ 432 | ||||
Long Term Incentive Plan 2019-2021 [Member] | PSUs [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value (USD per share) | $ 5.99 | |||||
Long Term Incentive Plan 2019-2021 [Member] | PSUs [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Grant date fair value (USD per share) | $ 5.26 | |||||
Long Term Incentive Plan 2019-2021 [Member] | Time Based Award [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant (in shares) | 156,000 | 156,000 | ||||
Vesting period | 3 years |
Investments (Details)
Investments (Details) - Chop't [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 | Oct. 27, 2015 |
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage | 13.40% | 14.90% | |
Ownership percentage diluted basis | 11.90% | ||
Equity method investments | $ 14,622 | $ 15,524 |
Financial Instruments Measure_3
Financial Instruments Measured At Fair Value (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Assets: | ||
Cash equivalents | $ 99 | |
Rabbi trust investments | $ 34,452 | |
Forward foreign currency contracts | 40 | 365 |
Equity investment | 661 | 692 |
Contingent consideration, current | 1,735 | |
Assets total | 36,888 | 1,156 |
Liabilities: | ||
Forward foreign currency contracts | 702 | 27 |
Contingent consideration, non-current | 0 | 1,909 |
Liabilities total | 702 | 1,936 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Assets: | ||
Cash equivalents | 99 | |
Rabbi trust investments | 34,452 | |
Forward foreign currency contracts | 0 | 0 |
Equity investment | 661 | 692 |
Contingent consideration, current | 0 | |
Assets total | 35,113 | 791 |
Liabilities: | ||
Forward foreign currency contracts | 0 | 0 |
Contingent consideration, non-current | 0 | 0 |
Liabilities total | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Rabbi trust investments | 0 | |
Forward foreign currency contracts | 40 | 365 |
Equity investment | 0 | 0 |
Contingent consideration, current | 0 | |
Assets total | 40 | 365 |
Liabilities: | ||
Forward foreign currency contracts | 702 | 27 |
Contingent consideration, non-current | 0 | 0 |
Liabilities total | 702 | 27 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash equivalents | 0 | |
Rabbi trust investments | 0 | |
Forward foreign currency contracts | 0 | 0 |
Equity investment | 0 | 0 |
Contingent consideration, current | 1,735 | |
Assets total | 1,735 | 0 |
Liabilities: | ||
Forward foreign currency contracts | 0 | 0 |
Contingent consideration, non-current | 0 | 1,909 |
Liabilities total | $ 0 | $ 1,909 |
Financial Instruments Measure_4
Financial Instruments Measured At Fair Value (Summary Of Level 3 Activity) (Details) $ in Thousands | 9 Months Ended |
Mar. 31, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of June 30, 2018 | $ 1,909 |
Contingent consideration adjustment | (147) |
Translation adjustment | (27) |
Balance as of March 31, 2019 | $ 1,735 |
Financial Instruments Measure_5
Financial Instruments Measured At Fair Value (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Number of foreign exchange hedges discontinued | $ 0 | $ 0 | $ 0 | $ 0 | |
Cash Flow Hedging [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 3,920,000 | 3,920,000 | |||
Fair value amounts of derivative contracts, net liability | (52,000) | (52,000) | |||
Fair Value Hedging [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
Notional amount | 54,884,000 | 54,884,000 | $ 20,986,000 | ||
Fair value amounts of derivative contracts, net liability | $ (610,000) | $ (610,000) | |||
Fair value amounts of derivative contracts, net assets | $ 338,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - complaint | Apr. 26, 2017 | Aug. 17, 2016 | Dec. 29, 2016 |
Securities Complaints [Member] | |||
Loss Contingencies [Line Items] | |||
Number of complaints | 3 | ||
Derivative Complaints [Member] | |||
Loss Contingencies [Line Items] | |||
Number of complaints | 2 | ||
Barnes Complaint [Member] | |||
Loss Contingencies [Line Items] | |||
Number of complaints | 2 |
Segment Information (Segment Da
Segment Information (Segment Data) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | Jun. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 7 | ||||
Net sales | $ 599,797 | $ 632,720 | $ 1,744,786 | $ 1,838,171 | |
Operating Income | 23,865 | 29,254 | (15,626) | 89,460 | |
Chief Executive Officer Succession Plan expense, net | 455 | 0 | 30,156 | 0 | |
Project Terra costs and other | 9,408 | 4,831 | 29,613 | 13,750 | |
Accounting review and remediation costs, net of insurance proceeds | 0 | 3,313 | 4,334 | 6,406 | |
Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 17,900 | $ 5,632 | |||
United States [Member] | Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 11,300 | ||||
United Kingdom [Member] | Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 2,787 | 532 | |||
Rest of World [Member] | Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Long-lived asset impairment | 3,813 | $ 5,100 | |||
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 599,797 | 632,720 | 1,744,786 | 1,838,171 | |
Operating Income | 46,114 | 49,896 | 90,349 | 135,349 | |
Operating Segments [Member] | United States [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 266,445 | 281,052 | 769,585 | 815,013 | |
Operating Income | 17,099 | 24,974 | 26,449 | 67,696 | |
Operating Segments [Member] | United Kingdom [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 227,206 | 238,321 | 671,121 | 698,968 | |
Operating Income | 18,147 | 13,863 | 36,822 | 37,062 | |
Operating Segments [Member] | Rest of World [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 106,146 | 113,347 | 304,080 | 324,190 | |
Operating Income | 10,868 | 11,059 | 27,078 | 30,591 | |
Corporate and Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Operating Income | (22,249) | (20,642) | (105,975) | (45,889) | |
Chief Executive Officer Succession Plan expense, net | 455 | 30,156 | |||
Project Terra costs and other | $ 7,562 | 4,175 | 21,045 | 7,429 | |
Accounting review and remediation costs, net of insurance proceeds | $ 3,313 | $ 4,334 | 11,406 | ||
Accounting review and remediation costs, net of insurance proceeds | 6,406 | ||||
Insurance proceeds from accounting review | $ (5,000) |
Segment Information (Long-lived
Segment Information (Long-lived Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jun. 30, 2018 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 380,800 | $ 360,564 |
United States [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 115,243 | 99,650 |
United Kingdom [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 179,226 | 174,214 |
All Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 86,331 | $ 86,700 |
Segment Information (Net Sales)
Segment Information (Net Sales) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 599,797 | $ 632,720 | $ 1,744,786 | $ 1,838,171 |
United States [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 279,609 | 296,635 | 807,899 | 860,987 |
United Kingdom [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 227,206 | 238,321 | 671,121 | 698,968 |
All Other [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 92,982 | $ 97,764 | $ 265,766 | $ 278,216 |
Uncategorized Items - hain-2019
Label | Element | Value |
Accounting Standards Update 2016-01 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Accounting Standards Update 2016-01 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (348,000) |
Accounting Standards Update 2016-01 [Member] | AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 348,000 |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 163,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 163,000 |