Cover Page
Cover Page - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 0-22818 | |
Entity Registrant Name | THE HAIN CELESTIAL GROUP, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 22-3240619 | |
Entity Address, Address Line One | 221 River Street | |
Entity Address, City or Town | Hoboken | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07030 | |
City Area Code | 516 | |
Local Phone Number | 587-5000 | |
Title of 12(b) Security | Common Stock, par value $.01 per share | |
Trading Symbol | HAIN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 89,832,428 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000910406 | |
Current Fiscal Year End Date | --06-30 |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 53,672 | $ 53,364 |
Accounts receivable, less allowance for doubtful accounts of $2,607 and $2,750, respectively | 192,538 | 160,948 |
Inventories | 295,276 | 310,341 |
Prepaid expenses and other current assets | 57,954 | 66,378 |
Total current assets | 599,440 | 591,031 |
Property, plant and equipment, net | 273,451 | 296,325 |
Goodwill | 939,561 | 938,640 |
Trademarks and other intangible assets, net | 295,011 | 298,105 |
Investments and joint ventures | 11,411 | 12,798 |
Operating lease right-of-use assets, net | 91,388 | 95,894 |
Other assets | 23,372 | 25,846 |
Total assets | 2,233,634 | 2,258,639 |
Current liabilities: | ||
Accounts payable | 169,054 | 134,780 |
Accrued expenses and other current liabilities | 90,857 | 88,520 |
Current portion of long-term debt | 7,569 | 7,567 |
Total current liabilities | 267,480 | 230,867 |
Long-term debt, less current portion | 801,675 | 821,181 |
Deferred income taxes | 52,900 | 72,086 |
Operating lease liabilities, noncurrent portion | 86,022 | 90,014 |
Other noncurrent liabilities | 29,736 | 26,584 |
Total liabilities | 1,237,813 | 1,240,732 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none | 0 | 0 |
Common stock - $.01 par value, authorized 150,000 shares; issued: 111,818 and 111,339 shares, respectively; outstanding: 89,812 and 89,475 shares, respectively | 1,118 | 1,113 |
Additional paid-in capital | 1,224,667 | 1,217,549 |
Retained earnings | 628,650 | 652,561 |
Accumulated other comprehensive loss | (130,025) | (126,216) |
Total stockholders' equity including treasury stock | 1,724,410 | 1,745,007 |
Less: Treasury stock, at cost, 22,006 and 21,864 shares, respectively | (728,589) | (727,100) |
Total stockholders’ equity | 995,821 | 1,017,907 |
Total liabilities and stockholders’ equity | $ 2,233,634 | $ 2,258,639 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 2,607 | $ 2,750 |
Preferred stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 111,818,000 | 111,339,000 |
Common stock, shares, outstanding (shares) | 89,812,000 | 89,475,000 |
Treasury stock (shares) | 22,006,000 | 21,864,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 454,100 | $ 454,208 | $ 879,129 | $ 893,559 |
Cost of sales | 351,885 | 350,351 | 692,971 | 695,367 |
Gross profit | 102,215 | 103,857 | 186,158 | 198,192 |
Selling, general and administrative expenses | 73,952 | 72,357 | 151,121 | 147,308 |
Long-lived asset impairment | 20,666 | 340 | 21,360 | 340 |
Productivity and transformation costs | 6,869 | 986 | 13,272 | 1,759 |
Amortization of acquired intangible assets | 1,509 | 2,785 | 3,464 | 5,573 |
Operating (loss) income | (781) | 27,389 | (3,059) | 43,212 |
Interest and other financing expense, net | 16,138 | 10,812 | 29,382 | 18,489 |
Other income, net | (42) | (1,062) | (307) | (2,852) |
(Loss) income before income taxes and equity in net loss of equity-method investees | (16,877) | 17,639 | (32,134) | 27,575 |
(Benefit) provision for income taxes | (4,249) | 6,357 | (9,628) | 8,988 |
Equity in net loss of equity-method investees | 907 | 316 | 1,405 | 698 |
Net (loss) income | $ (13,535) | $ 10,966 | $ (23,911) | $ 17,889 |
Net (loss) income per common share: | ||||
Basic (USD per share) | $ (0.15) | $ 0.12 | $ (0.27) | $ 0.20 |
Diluted (USD per share) | $ (0.15) | $ 0.12 | $ (0.27) | $ 0.20 |
Shares used in the calculation of net (loss) income per common share: | ||||
Basic (shares) | 89,811 | 89,380 | 89,661 | 89,343 |
Diluted (shares) | 89,811 | 89,578 | 89,661 | 89,535 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (13,535) | $ 10,966 | $ (23,911) | $ 17,889 |
Pretax amount | ||||
Foreign currency translation adjustments before reclassifications | 36,536 | 59,674 | 3,603 | (7,476) |
Change in deferred losses on cash flow hedging instruments | (10,108) | (2,475) | (6,871) | 11,755 |
Change in deferred gains on fair value hedging instruments | 47 | 691 | (334) | 418 |
Change in deferred losses on net investment hedging instruments | (4,474) | (6,285) | (2,653) | (511) |
Total other comprehensive income | 22,001 | 51,605 | (6,255) | 4,186 |
Tax (expense) benefit | ||||
Foreign currency translation adjustments before reclassifications | 0 | 0 | 0 | 0 |
Change in deferred losses on cash flow hedging instruments | 2,501 | 610 | 1,708 | (3,028) |
Change in deferred gains on fair value hedging instruments | (11) | (170) | 83 | (100) |
Change in deferred losses on net investment hedging instruments | 1,107 | 1,553 | 655 | 78 |
Total other comprehensive (loss) income | 3,597 | 1,993 | 2,446 | (3,050) |
After tax amount | ||||
Foreign currency translation adjustments before reclassifications | 36,536 | 59,674 | 3,603 | (7,476) |
Change in deferred losses on cash flow hedging instruments | (7,607) | (1,865) | (5,163) | 8,727 |
Change in deferred gains on fair value hedging instruments | 36 | 521 | (251) | 318 |
Change in deferred losses on net investment hedging instruments | (3,367) | (4,732) | (1,998) | (433) |
Total other comprehensive (loss) income | 25,598 | 53,598 | (3,809) | 1,136 |
Total comprehensive (loss) income | $ 12,063 | $ 64,564 | $ (27,720) | $ 19,025 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss |
Beginning balance (shares) at Jun. 30, 2022 | 111,090 | |||||
Beginning balance at Jun. 30, 2022 | $ 1,083,168 | $ 1,111 | $ 1,203,126 | $ 769,098 | $ (725,685) | $ (164,482) |
Beginning balance (shares) at Jun. 30, 2022 | 21,788 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 6,923 | 6,923 | ||||
Other comprehensive (loss) Income | (52,462) | (52,462) | ||||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 24 | |||||
Issuance of common stock pursuant to stock-based compensation plans | 1 | $ 1 | ||||
Employee shares withheld for taxes (shares) | 10 | |||||
Employee shares withheld for taxes | (229) | $ (229) | ||||
Stock-based compensation expense | 3,994 | 3,994 | ||||
Ending balance (shares) at Sep. 30, 2022 | 111,114 | |||||
Ending balance at Sep. 30, 2022 | 1,041,395 | $ 1,112 | 1,207,120 | 776,021 | $ (725,914) | (216,944) |
Ending balance (shares) at Sep. 30, 2022 | 21,798 | |||||
Beginning balance (shares) at Jun. 30, 2022 | 111,090 | |||||
Beginning balance at Jun. 30, 2022 | 1,083,168 | $ 1,111 | 1,203,126 | 769,098 | $ (725,685) | (164,482) |
Beginning balance (shares) at Jun. 30, 2022 | 21,788 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 17,889 | |||||
Ending balance (shares) at Dec. 31, 2022 | 111,256 | |||||
Ending balance at Dec. 31, 2022 | 1,108,641 | $ 1,113 | 1,210,555 | 786,987 | $ (726,668) | (163,346) |
Ending balance (shares) at Dec. 31, 2022 | 21,837 | |||||
Beginning balance (shares) at Sep. 30, 2022 | 111,114 | |||||
Beginning balance at Sep. 30, 2022 | 1,041,395 | $ 1,112 | 1,207,120 | 776,021 | $ (725,914) | (216,944) |
Beginning balance (shares) at Sep. 30, 2022 | 21,798 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | 10,966 | 10,966 | ||||
Other comprehensive (loss) Income | 53,598 | 53,598 | ||||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 142 | |||||
Issuance of common stock pursuant to stock-based compensation plans | 1 | $ 1 | ||||
Employee shares withheld for taxes (shares) | 39 | |||||
Employee shares withheld for taxes | (754) | $ (754) | ||||
Stock-based compensation expense | 3,435 | 3,435 | ||||
Ending balance (shares) at Dec. 31, 2022 | 111,256 | |||||
Ending balance at Dec. 31, 2022 | $ 1,108,641 | $ 1,113 | 1,210,555 | 786,987 | $ (726,668) | (163,346) |
Ending balance (shares) at Dec. 31, 2022 | 21,837 | |||||
Beginning balance (shares) at Jun. 30, 2023 | 89,475 | 111,339 | ||||
Beginning balance at Jun. 30, 2023 | $ 1,017,907 | $ 1,113 | 1,217,549 | 652,561 | $ (727,100) | (126,216) |
Beginning balance (shares) at Jun. 30, 2023 | 21,864 | 21,864 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ (10,376) | (10,376) | ||||
Other comprehensive (loss) Income | (29,407) | (29,407) | ||||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 239 | |||||
Issuance of common stock pursuant to stock-based compensation plans | 3 | $ 3 | ||||
Employee shares withheld for taxes (shares) | 86 | |||||
Employee shares withheld for taxes | (875) | $ (875) | ||||
Stock-based compensation expense | 3,742 | 3,742 | ||||
Ending balance (shares) at Sep. 30, 2023 | 111,578 | |||||
Ending balance at Sep. 30, 2023 | $ 980,994 | $ 1,116 | 1,221,291 | 642,185 | $ (727,975) | (155,623) |
Ending balance (shares) at Sep. 30, 2023 | 21,950 | |||||
Beginning balance (shares) at Jun. 30, 2023 | 89,475 | 111,339 | ||||
Beginning balance at Jun. 30, 2023 | $ 1,017,907 | $ 1,113 | 1,217,549 | 652,561 | $ (727,100) | (126,216) |
Beginning balance (shares) at Jun. 30, 2023 | 21,864 | 21,864 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | $ (23,911) | |||||
Ending balance (shares) at Dec. 31, 2023 | 89,812 | 111,818 | ||||
Ending balance at Dec. 31, 2023 | $ 995,821 | $ 1,118 | 1,224,667 | 628,650 | $ (728,589) | (130,025) |
Ending balance (shares) at Dec. 31, 2023 | 22,006 | 22,006 | ||||
Beginning balance (shares) at Sep. 30, 2023 | 111,578 | |||||
Beginning balance at Sep. 30, 2023 | $ 980,994 | $ 1,116 | 1,221,291 | 642,185 | $ (727,975) | (155,623) |
Beginning balance (shares) at Sep. 30, 2023 | 21,950 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Net income (loss) | (13,535) | (13,535) | ||||
Other comprehensive (loss) Income | 25,598 | 25,598 | ||||
Issuance of common stock pursuant to stock-based compensation plans (shares) | 240 | |||||
Issuance of common stock pursuant to stock-based compensation plans | 2 | $ 2 | ||||
Employee shares withheld for taxes (shares) | 56 | |||||
Employee shares withheld for taxes | (614) | $ (614) | ||||
Stock-based compensation expense | $ 3,376 | 3,376 | ||||
Ending balance (shares) at Dec. 31, 2023 | 89,812 | 111,818 | ||||
Ending balance at Dec. 31, 2023 | $ 995,821 | $ 1,118 | $ 1,224,667 | $ 628,650 | $ (728,589) | $ (130,025) |
Ending balance (shares) at Dec. 31, 2023 | 22,006 | 22,006 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Statement of Stockholders' Equity [Abstract] | ||||||
Common stock, par value (USD per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income (loss) | $ (13,535) | $ 10,966 | $ (23,911) | $ 17,889 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 23,502 | 24,125 | ||
Deferred income taxes | (16,791) | (1,983) | ||
Equity in net loss of equity-method investees | 907 | 316 | 1,405 | 698 |
Stock-based compensation, net | 3,376 | 3,435 | 7,118 | 7,429 |
Long-lived asset impairment | 20,666 | 340 | 21,360 | 340 |
Loss (gain) on sale of assets | 62 | (3,395) | ||
Other non-cash items, net | 965 | (2,505) | ||
(Decrease) increase in cash attributable to changes in operating assets and liabilities: | ||||
Accounts receivable | (30,647) | (6,536) | ||
Inventories | 15,166 | (18,629) | ||
Other current assets | 4,882 | (331) | ||
Other assets and liabilities | (2,576) | 4,178 | ||
Accounts payable and accrued expenses | 34,150 | (23,932) | ||
Net cash provided by (used in) operating activities | 34,685 | (2,652) | ||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchases of property, plant and equipment | (12,735) | (14,055) | ||
Investments and joint ventures, net | 0 | 433 | ||
Proceeds from sale of assets | 1,332 | 7,608 | ||
Net cash used in investing activities | (11,403) | (6,014) | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Borrowings under bank revolving credit facility | 122,000 | 185,000 | ||
Repayments under bank revolving credit facility | (137,000) | (191,000) | ||
Repayments under term loan | (3,750) | (3,750) | ||
Payments of other debt, net | (3,854) | (159) | ||
Employee shares withheld for taxes | (1,489) | (983) | ||
Net cash used in financing activities | (24,093) | (10,892) | ||
Effect of exchange rate changes on cash | 1,119 | (2,517) | ||
Net increase (decrease) in cash and cash equivalents | 308 | (22,075) | ||
Cash and cash equivalents at beginning of period | 53,364 | 65,512 | ||
Cash and cash equivalents at end of period | $ 53,672 | $ 43,437 | $ 53,672 | $ 43,437 |
BUSINESS
BUSINESS | 6 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), was founded in 1993 and is headquartered in Hoboken, New Jersey. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet. The Company continues to be a 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 worldwide. The Company operates under two reportable segments: North America and International. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The Company’s unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exerts significant influence, but which it does not control, are accounted for under the equity method of accounti ng. As such, consolidated net (loss) income includes th e Company’s equity in the current losses or earnings of such companies. The Company ’ s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Form 10-K”). The amounts as of and for the periods ended June 30, 2023 are derived from the Company’s audited annual financial statements. The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024. Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2023 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes. All amounts in the unaudited consolidated financial statements, notes and tables have been rounded to the nearest thousands, except par values and per share amounts, unless otherwise indicated. Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Practices , in the Notes to the Consolidated Financial Statements in the Form 10-K. Included herein are certain updates to those policies. Transfer of Financial Assets The Company accounts for transfers of financial assets, such as non-recourse accounts receivable financing arrangements, when the Company has surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred and any other relevant considerations. The Company has non-recourse financing arrangements in which eligible receivables are sold to third-party buyers in exchange for cash. The Company transferred accounts receivable in their entirety to the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale. The principal amount of receivables sold under these arrangements was $159,760 and $189,794 during the six months ended December 31, 2023 and 2022 , respectively. The incremental cost of financing receivables under these arrangements is included in selling, general and administrative expenses on the Company’s Consolidated Statements of Operations. The proceeds from the sale of receivables are included in cash provided by operating activities on the Consolidated Statements of Cash Flows. In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, “ Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) ”, to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance, which had no material impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ”, which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction, pretax income (loss) from continuing operations, and income tax expense (benefit). The amendments are effective for fiscal years beginning after December 15, 2024 and for interim periods within fiscal years beginning after December 15, 2025. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures ”, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | (LOSS) EARNINGS PER SHARE The following table sets forth the computation of basic and diluted net (loss) income per share on the Consolidated Statements of Operations: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Numerator: Net (loss) income $ (13,535) $ 10,966 $ (23,911) $ 17,889 Denominator: Basic weighted average shares outstanding 89,811 89,380 89,661 89,343 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units — 198 — 192 Diluted weighted average shares outstanding 89,811 89,578 89,661 89,535 Basic net (loss) income per common share $ (0.15) $ 0.12 $ (0.27) $ 0.20 Diluted net (loss) income per common share $ (0.15) $ 0.12 $ (0.27) $ 0.20 Due to the incurred net loss in the three and six months ended December 31, 2023, 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. There were 372 restricted stock awards excluded from the calculation of diluted net income per share for the three months ended December 31, 2022, as such awards were anti-dilutive. There were 453 stock-based awards comprised of restricted stock awards and stock options excluded from the calculation of diluted net income per share for the six months ended December 31, 2022, as such awards were anti-dilutive. Additi onally, 903 and 401 stock-based awards outstanding at December 31, 2023 and 2022, respectively, were excluded from the calculation of diluted net (loss) income per share for the three months ended December 31, 2023 and 2022, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. Furthermore, 515 and 286 stock-based awards outstanding at December 31, 2023 and 2022, respectively, were excluded from the calculation of diluted net (loss) income per share for the six months ended December 31, 2023 and 2022, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. |
DISPOSITION
DISPOSITION | 6 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISPOSITION | DISPOSITION Westbrae Natural ® On December 15, 2022, the Company completed the divestiture of its Westbrae Natural ® brand (“Westbrae”) for total cash consideration of $7,498. The sale of Westbrae is consistent with the Company’s portfolio simplification process. Westbrae operated in the United States and was part of the Company’s North America reportable segment. During the six months ended December 31, 2022, the Company deconsolidated the net assets of Westbrae, primarily consisting of $3,054 of goodwill, and recognized a pretax gain on sale of $3,359. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following: December 31, June 30, Finished goods $ 185,160 $ 192,007 Raw materials, work-in-progress and packaging 110,116 118,334 $ 295,276 $ 310,341 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: December 31, June 30, Land $ 11,482 $ 11,453 Buildings and improvements 56,364 55,354 Machinery and equipment 322,597 335,912 Computer hardware and software 53,303 54,192 Furniture and fixtures 20,144 20,722 Leasehold improvements 39,785 49,394 Construction in progress 16,919 10,816 520,594 537,843 Less: Accumulated depreciation 247,143 241,518 $ 273,451 $ 296,325 Depreciation expense for the three months ended December 31, 2023 and 2022 was $8,352 and $8,195, respectively. Depreciation expense for the six months ended December 31, 2023 and 2022 was $18,178 and $16,262, respectively. As a result of a decline in actual and projected performance and cash flows related to an asset group primarily comprised of certain production assets in the North America reportable segment, the Company determined that an interim impairment test of the asset group was required to be performed. The fair value was determined using a discounted cash flow analysis. During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $20,666 to reduce the carrying value of such long-lived assets to their estimated fair value. Impairment charges were recorded within long-lived asset impairment on the Consolidated Statement of Operations. During the six months ended December 31, 2022, the Company recognized a non-cash impairment charge of $340 relating to a facility in the United States that was held for sale. During the six months ended December 31, 2023, the Company completed the sale of such facility for total cash proceeds of $1,182, net of brokerage and other fees, resulting in a loss in the amount of $68, which was included as a component of other income, net on the Consolidated Statement of Operations. |
LEASES
LEASES | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES | LEASES The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Europe. The Company determines if an arrangement is or contains a lease at inception. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants. Some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index changes are recorded as variable lease expense in the period incurred. The Company does not have any related party leases, and sublease transactions are de minimis. Three Months Ended Six Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Operating lease expenses $ 4,796 $ 2,238 $ 9,374 $ 7,213 Finance lease expenses 37 71 74 140 Variable lease expenses 190 169 372 349 Short-term lease expenses 418 390 813 886 Total lease expenses $ 5,441 $ 2,868 $ 10,633 $ 8,588 Leases Classification December 31, 2023 June 30, 2023 Assets Operating lease ROU assets, net Operating lease right-of-use assets, net $ 91,388 $ 95,894 Finance lease ROU assets, net Property, plant and equipment, net 247 289 Total leased assets $ 91,635 $ 96,183 Liabilities Current Operating Accrued expenses and other current liabilities $ 10,598 $ 10,489 Finance Current portion of long-term debt 85 83 Non-current Operating Operating lease liabilities, noncurrent portion 86,022 90,014 Finance Long-term debt, less current portion 179 222 Total lease liabilities $ 96,884 $ 100,808 Additional information related to leases is as follows: Six Months Ended December 31, 2023 December 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,728 $ 8,173 Operating cash flows from finance leases $ 6 $ 9 Financing cash flows from finance leases $ 39 $ 106 ROU assets obtained in exchange for lease obligations: Operating leases (1)(2) $ 2,140 $ (4,764) Finance leases $ — $ 60 Weighted average remaining lease term: Operating leases 9.3 years 10.7 years Finance leases 3.4 years 4.1 years Weighted average discount rate: Operating leases 4.9 % 4.7 % Finance leases 4.5 % 4.6 % (1) Includes adjustment for remeasurement of an operating lease during the three months ended December 31, 2023, which resulted in a net reduction of an ROU asset and a corresponding reduction in lease liability of $9,375. (2) Includes adjustment for modification of an operating lease during the three months ended December 31, 2022, which resulted in a reduction of an ROU asset and lease liability of $13,876 and $17,244, respectively, and recognition of a gain of $3,368 related to the modification. Maturities of lease liabilities as of December 31, 2023 were as follows: Fiscal Year Operating leases Finance leases Total 2024 (remainder of year) $ 7,786 $ 47 $ 7,833 2025 14,486 93 14,579 2026 13,815 68 13,883 2027 13,483 53 13,536 2028 13,233 25 13,258 Thereafter 57,832 — 57,832 Total lease payments 120,635 286 120,921 Less: Imputed interest 24,015 22 24,037 Total lease liabilities $ 96,620 $ 264 $ 96,884 |
LEASES | LEASES The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Europe. The Company determines if an arrangement is or contains a lease at inception. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants. Some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index changes are recorded as variable lease expense in the period incurred. The Company does not have any related party leases, and sublease transactions are de minimis. Three Months Ended Six Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Operating lease expenses $ 4,796 $ 2,238 $ 9,374 $ 7,213 Finance lease expenses 37 71 74 140 Variable lease expenses 190 169 372 349 Short-term lease expenses 418 390 813 886 Total lease expenses $ 5,441 $ 2,868 $ 10,633 $ 8,588 Leases Classification December 31, 2023 June 30, 2023 Assets Operating lease ROU assets, net Operating lease right-of-use assets, net $ 91,388 $ 95,894 Finance lease ROU assets, net Property, plant and equipment, net 247 289 Total leased assets $ 91,635 $ 96,183 Liabilities Current Operating Accrued expenses and other current liabilities $ 10,598 $ 10,489 Finance Current portion of long-term debt 85 83 Non-current Operating Operating lease liabilities, noncurrent portion 86,022 90,014 Finance Long-term debt, less current portion 179 222 Total lease liabilities $ 96,884 $ 100,808 Additional information related to leases is as follows: Six Months Ended December 31, 2023 December 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,728 $ 8,173 Operating cash flows from finance leases $ 6 $ 9 Financing cash flows from finance leases $ 39 $ 106 ROU assets obtained in exchange for lease obligations: Operating leases (1)(2) $ 2,140 $ (4,764) Finance leases $ — $ 60 Weighted average remaining lease term: Operating leases 9.3 years 10.7 years Finance leases 3.4 years 4.1 years Weighted average discount rate: Operating leases 4.9 % 4.7 % Finance leases 4.5 % 4.6 % (1) Includes adjustment for remeasurement of an operating lease during the three months ended December 31, 2023, which resulted in a net reduction of an ROU asset and a corresponding reduction in lease liability of $9,375. (2) Includes adjustment for modification of an operating lease during the three months ended December 31, 2022, which resulted in a reduction of an ROU asset and lease liability of $13,876 and $17,244, respectively, and recognition of a gain of $3,368 related to the modification. Maturities of lease liabilities as of December 31, 2023 were as follows: Fiscal Year Operating leases Finance leases Total 2024 (remainder of year) $ 7,786 $ 47 $ 7,833 2025 14,486 93 14,579 2026 13,815 68 13,883 2027 13,483 53 13,536 2028 13,233 25 13,258 Thereafter 57,832 — 57,832 Total lease payments 120,635 286 120,921 Less: Imputed interest 24,015 22 24,037 Total lease liabilities $ 96,620 $ 264 $ 96,884 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table provides changes in the carrying value of goodwill by reportable segment: North America International Total Balance as of June 30, 2023 $ 697,053 $ 241,587 $ 938,640 Translation (3) 924 921 Balance as of December 31, 2023 $ 697,050 $ 242,511 $ 939,561 Other Intangible Assets The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill: December 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (1) $ 251,199 $ 250,860 Amortized intangible assets: Other intangibles 162,191 161,874 Less: Accumulated amortization (118,379) (114,629) Net amortized intangible assets 43,812 47,245 Net other intangible assets $ 295,011 $ 298,105 (1) The gross carrying value of trademarks and tradenames is reflected net of $223,981 of accumulated impairment charges as of December 31, 2023 and June 30, 2023 . Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated useful lives of 7 to 25 years. Amortization expense included in the Consolidated Statements of Operations was as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Amortization of acquired intangibles $ 1,509 $ 2,785 $ 3,464 $ 5,573 Expected amortization expense over the next five fiscal years is as follows: Fiscal Year Ending June 30, 2024 (remainder of year) 2025 2026 2027 2028 2029 Estimated amortization expense $ 2,836 $ 5,477 $ 5,083 $ 4,996 $ 4,113 $ 3,615 The weighted average remaining amortization period of amortized intangible assets is 10.9 years. |
DEBT AND BORROWINGS
DEBT AND BORROWINGS | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT AND BORROWINGS | DEBT AND BORROWINGS Debt and borrowings consisted of the following: December 31, June 30, Revolving credit facility $ 526,000 $ 541,000 Term loans 285,000 288,750 Less: Unamortized issuance costs (2,020) (1,307) Other borrowings (1) 264 305 809,244 828,748 Short-term borrowings and current portion of long-term debt (2) 7,569 7,567 Long-term debt, less current portion $ 801,675 $ 821,181 (1) Includes $264 (June 30, 2023: $305) of finance lease obligations as discussed in Note 7, Leases. (2) Includes $85 (June 30, 2023 : $83) of short-term finance lease obligations as discussed in Note 7, Leases. On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement (as amended by a First Amendment dated December 16, 2022, the “Credit Agreement”). The Credit Agreement provides for senior secured financing of $1,100 million in the aggregate, consisting of (1) $300 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $800 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $440 million U.S. revolving credit facility and $360 million global revolving credit facility) (the “Revolver”). Both the Revolver and the Term Loans mature on December 22, 2026 . The Company’s obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions. The Credit Agreement includes financial covenants that require compliance with a consolidated interest coverage ratio, a consolidated leverage ratio and a consolidated secured leverage ratio. Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 until September 30, 2023, 5.25:1.00 until December 31, 2023 and 5.00:1.00 until December 31, 2024 (the period of time during which such maximum consolidated secured leverage ratios are in effect, the “Second Amendment Period,” which the Company may elect to end early). Following the Second Amendment Period, the maximum consolidated secured leverage ratio will be 4.25:1.00, subject to possible temporary increase following certain corporate acquisitions. Pursuant to the Second Amendment, the Company’s minimum interest coverage ratio was amended to be 2.50:1.00. During the Second Amendment Period, loans under the Credit Agreement will bear interest at (a) Term SOFR plus 2.5% per annum or (b) the Base Rate plus 1.5% per annum. Following the Second Amendment Period, Loans will bear interest at rates based on (a) Term SOFR plus a rate ranging from 1.125% to 2.0% per annum or (b) the Base Rate plus a rate ranging from 0.125% to 1.0% per annum, the relevant rate in each case being the Applicable Rate. The Applicable Rate following the Second Amendment Period will be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement as amended by the Second Amendment. Excluding hedge impact, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2023 was 7.90%. During fiscal 2021, the Company used interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt. As of December 31, 2023, the notional amount of the interest rate swaps was $400,000 with fixed rate payments of 5.60%. Including hedge impact, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2023 was 6.81%. Additionally, the Credit Agreement contains a Commitment Fee (as defined in the Credit Agreement) on the amount unused under the Credit Agreement ranging from 0.15% to 0.25% per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid. As of December 31, 2023, there were $526,000 of loans under the Revolver, $285,000 of Term Loans, and $3,188 of letters of credit outstanding under the Credit Agreement. As of December 31, 2023, $270,812 was available under the Credit Agreement, subject to compliance with the financial covenants. As of December 31, 2023, the Company was in compliance with all associated covenants. Credit Agreement Issuance Costs In connection with the First Amendment to its Credit Agreement during the second quarter of fiscal year 2023, the Company incurred debt issuance costs of approximately $1,987, of which $1,916 was deferred. Of the total deferred costs, $1,396 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the Consolidated Balance Sheets, and $520 are being amortized on a straight-line basis, which approximates the effective interest method, as an adjustment to the carrying amount of the Term Loans as a component of Interest and other financing expense, net over the term of the Credit Agreement. In connection with the Second Amendment to its Credit Agreement during the first quarter of fiscal year 2024, the Company incurred debt issuance costs of approximately $3,854, of which $3,813 was deferred. Of the total deferred costs, $2,802 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the Consolidated Balance Sheets, and $1,011 are being recorded as an adjustment to the carrying amount of the Term Loans as a component of Interest and other financing expense, net over the term of the Credit Agreement utilizing the effective interest rate method. Interest paid during the three and six months ended December 31, 2023 was $15,956 and $27,388, respectively. Interest paid during the three and six months ended December 31, 2022 was $9,378 and $16,066, respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Dec. 31, 2023 | |
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. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter. The Company’s effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements. The effective income tax rate was a benefit of 25.2% and an expense of 36.0% for the three months ended December 31, 2023 and 2022, respectively. The effective income tax rate was a benefit of 30.0% and an expense of 32.6% for the six months ended December 31, 2023 and 2022, respectively. The effective income tax rate for the six months ended December 31, 2023 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation. The effective income tax rate for the six months ended December 31, 2022 was impacted by the gain on the sale of Westbrae, an operating lease modification during the second quarter, severance with respect to our former CEO (as part of the limitation on the deductibility of executive compensation), stock-based compensation and uncertain tax positions. The effective income tax rates in each period were also impacted by the geographical mix of earnings and state income taxes. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | ACCUMULATED OTHER COMPREHENSIVE LOSS The following table presents the changes in accumulated other comprehensive loss (“AOCL”): Foreign Currency Translation Adjustment, Net Deferred Gains on Cash Flow Hedging Instruments, Net Deferred Gains on Fair Value Hedging Instruments, Net Deferred Gains (Losses) on Net Investment Hedging Instruments, Net Total Balance at June 30, 2022 $ (168,225) $ 519 $ 500 $ 2,724 $ (164,482) Other comprehensive (loss) income before reclassifications (67,149) 11,360 1,145 4,666 (49,978) Amounts reclassified into income — (767) (1,348) (369) (2,484) Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2022 (1) (67,149) 10,593 (203) 4,297 (52,462) Balance at September 30, 2022 (235,374) 11,112 297 7,021 (216,944) Other comprehensive income (loss) before reclassifications 59,674 (454) (1,067) (4,359) 53,794 Amounts reclassified into (income) expense — (1,411) 1,588 (373) (196) Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2022 (1) 59,674 (1,865) 521 (4,732) 53,598 Balance at December 31, 2022 $ (175,700) $ 9,247 $ 818 $ 2,289 $ (163,346) Balance at June 30, 2023 $ (138,028) $ 10,898 $ 685 $ 229 $ (126,216) Other comprehensive (loss) income before reclassifications (32,933) 4,159 430 1,741 (26,603) Amounts reclassified into income — (1,715) (717) (372) (2,804) Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2023 (1) (32,933) 2,444 (287) 1,369 (29,407) Balance at September 30, 2023 (170,961) 13,342 398 1,598 (155,623) Other comprehensive income (loss) before reclassifications 36,536 (5,806) (738) (2,995) 26,997 Amounts reclassified into (income) expense — (1,801) 774 (372) (1,399) Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2023 (1) 36,536 (7,607) 36 (3,367) 25,598 Balance at December 31, 2023 $ (134,425) $ 5,735 $ 434 $ (1,769) $ (130,025) (1) See Note 15, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the Consolidated Statements of Operations during the three and six months ended December 31, 2023 and 2022. |
STOCK-BASED COMPENSATION AND IN
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS | STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS Under the Company ’ s Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), the Company historically granted equity-based awards to its officers, senior management, other key employees, consultants, and directors. The Company currently utilizes a stockholder-approved plan, The Hain Celestial Group, Inc. 2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) which was approved at the Company’s 2022 Annual Meeting of Stockholders held on November 17, 2022. The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s stockholders. The Company also historically granted shares under its 2019 Equity Inducement Award Program (the “2019 Inducement Program”) to induce selected individuals to become employees of the Company. The 2002 Plan, the 2022 Plan and the 2019 Inducement Program are collectively referred to as the “Stock Award Plans.” In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (the “LTI Program” or “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods. The Company’s LTIP plans, with the exception of the 2023 - 2025 LTIP described below, are described in Note 13, Stock-Based Compensation and Incentive Performance Plans , in the Notes to the Consolidated Financial Statements in the Form 10-K. Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Selling, general and administrative expenses $ 3,376 $ 3,435 $ 7,118 $ 7,429 Related income tax benefit $ 398 $ 552 $ 854 $ 954 Restricted Stock Awards of restricted stock are either restricted stock awards (“RSAs”) or restricted stock units (“RSUs”) that are issued at no cost to the recipient. Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”). A summary of the restricted st ock activity (including all RSAs, RSUs and PSUs) for the six months ended December 31, 2023 is as follows: Number of Shares and Units Weighted Average Grant Date Fair Value (per share) Non-vested RSAs, RSUs and PSUs outstanding at June 30, 2023 1,288 $ 26.37 Granted 1,562 $ 12.34 Vested (479) $ 28.67 Forfeited (114) $ 25.85 Non-vested RSAs, RSUs and PSUs outstanding at December 31, 2023 2,257 $ 15.79 Shares granted during the six months ended December 31, 2023 related to shares of RSUs and PSUs granted under the 2024 - 2026 LTIP. Vested shares during the six months ended December 31, 2023 include a total of 15 shares related to certain performance-based metrics being met and a total of 463 shares related to service-based RSUs. There are market-based PSU awards outstanding under 2024 - 2026 LTIP, 2023 – 2025 LTIP and the 2022 – 2024 LTIP. At December 31, 2023, 576 of such shares were outstanding under the 2024 – 2026 LTIP, 276 of such shares were outstanding under the 2023 – 2025 LTIP while 51 shares were outstanding under the 2022 – 2024 LTIP. The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting was as follows: Six Months Ended December 31, 2023 2022 Fair value of RSAs, RSUs and PSUs granted $ 19,286 $ 21,457 Fair value of shares vested $ 5,081 $ 3,317 Tax benefit recognized from restricted shares vesting $ 650 $ 502 2024-2026 LTIP During the six months ended December 31, 2023 , the Company granted market-based PSU awards under the LTIP with a total target payout of 578 shares of common stock. At December 31, 2023, there were 576 such shares outstanding under the LTIP. Such PSU awards will vest, if at all, pursuant to a defined calculation of either relative TSR or absolute TSR (as defined) over the period from October 25, 2023 through the earlier of (i) October 25, 2026; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined) (the “ 2024 TSR Performance Period”) . Vesting of 384 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2024 TSR Performance Period (the “2024 Relative TSR PSUs”). Vesting of 192 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2024 TSR Performance Period (the “2024 Absolute TSR PSUs”). Total shares eligible to vest for both the 2024 Relative TSR PSUs and 2024 Absolute TSR PSUs range from zero to 200% of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows: Absolute TSR PSUs Relative TSR PSUs Grant date fair value (per target share) $12.23 $15.42 Risk-free interest rate 4.98 % 4.98 % Expected dividend yield — — Expected volatility 33.70 % 23.10 % Expected term 3.00 years 3.00 years CEO Succession On November 22, 2022, the Board approved a succession plan pursuant to which Mark L. Schiller transitioned from his position as President and Chief Executive Officer of the Company effective as of December 31, 2022 (the “Transition Date”). As of the Transition Date, certain of Mr. Schiller's stock-based compensation awards were modified and others were forfeited. Additionally, Mr. Schiller will receive severance totaling $4,725, paid in installments over a two-year period following the Transition Date. Severance, including payroll taxes and other costs, was recognized during the three and six months ended December 31, 2022. |
INVESTMENTS
INVESTMENTS | 6 Months Ended |
Dec. 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
INVESTMENTS | INVESTMENTS On October 27, 2015, the Company acquired a minority equity interest in Chop’t Creative Salad Company LLC, predecessor to Founders Table Restaurant Group, LLC (“Founders Table”). Founders Table owns and operates the fast-casual restaurant chains Chop’t Creative Salad Co. and Dos Toros Taqueria. The investment is being accounted for as an equity method investment due to the Company’s representation on the Board of Directors of Founders Table. At December 31, 2023 and June 30, 2023, the carrying value of the Company’s investment in Founders Table was $6,878 and $8,032, respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures. The Company also holds an investment in Hutchison Hain Organic Holdings Limited, a joint venture with HUTCHMED (China) Limited, accounted for under the equity method of accounting. The carrying value of the remaining investments were $4,533 and $4,766 as of December 31, 2023 and June 30, 2023, respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2023: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 10,127 $ — $ 10,127 $ — Liabilities: Derivative financial instruments $ 6,487 $ — $ 6,487 $ — The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2023: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 16,988 $ — $ 16,988 $ — Liabilities: Derivative financial instruments $ 3,160 $ — $ 3,160 $ — There were no transfers of financial instruments between the three levels of fair value hierarchy during the six months ended December 31, 2023 or 2022. Derivative Instruments The Company uses interest rate swaps to manage its interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency exchange rates. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company’s derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the derivatives held as of December 31, 2023 and June 30, 2023 were classified as Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements The Company measures certain non-financial assets at fair value on a nonrecurring basis including goodwill, intangible assets, property and equipment and right-of-use lease assets. These assets were initially measured and recognized at amounts equal to the fair value determined as of the date of acquisition or purchase subject to changes in value only for foreign currency translation. Periodically, these assets are tested for impairment by comparing their respective carrying values to the estimated fair value of the reporting unit or asset group in which they reside. In the event any of these assets were to become impaired, the Company would recognize an impairment expense equal to the amount by which the carrying value of the reporting unit, impaired asset or asset group exceeds its estimated fair value. For indefinite-lived intangible assets, the relief from royalty approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. Fair value measurements of reporting units are estimated using an income approach involving discounted cash flow models that contain certain Level 3 inputs requiring significant management judgment, including projections of economic conditions, customer demand and changes in competition, revenue growth rates, gross profit margins, operating margins, capital expenditures, working capital requirements, terminal growth rates and discount rates. Fair value measurements of the reporting units associated with the Company's goodwill balances and its indefinite-lived intangible assets are estimated at least annually in the fourth quarter of each fiscal year for purposes of impairment testing if a quantitative analysis is performed. The Company bases its fair value estimates on assumptions its management believes to be reasonable, but which are unpredictable and inherently uncertain. During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $20,666 related to an asset group in the North America reportable segment, as discussed in Note 6, Property, Plant and Equipment, net . The asset group was primarily comprised of property, plant and equipment and fair value was determined using a discounted cash flow analysis. As of December 31, 2023, the asset group ’ s property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis. |
DERIVATIVES AND HEDGING ACTIVIT
DERIVATIVES AND HEDGING ACTIVITIES | 6 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES AND HEDGING ACTIVITIES | DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposures to a wide variety of business and operational risks. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s receivables and borrowings. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its functional currency, the U.S. Dollar. Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks. The Company does not use derivatives for speculative or trading purposes. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the three and six months ended December 31, 2023, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCL and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in AOCL related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. During the remaining six months of fiscal 2024, the Company estimates that an additional $4,080 will be reclassified as a decrease to interest expense. As of December 31, 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Amount Interest Rate Swap 4 $400,000 Cash Flow Hedges of Foreign Exchange Risk The Company is exposed to fluctuations in various foreign currencies against its functional currency, the U.S. Dollar. The Company uses foreign currency derivatives including cross-currency swaps to manage its exposure to fluctuations in the USD-EUR exchange rates. Cross-currency swaps involve exchanging fixed-rate interest payments for fixed-rate interest receipts, both of which will occur at the USD-EUR forward exchange rates in effect upon entering into the instr ument. The Company, at times, also uses forward contracts to manage its exposure to fluctuations in the GBP-EUR exchange rates. The Company designates these derivatives as cash flow hedges of foreign exchange risks. For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in AOCL and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction. During the remaining six months of fiscal 2024, the Company estimates that no amount relating to cross-currency swaps will be reclassified to interest expense. As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risk. Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Foreign currency forward contract 1 £867 €1,000 Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its European foreign entities and their exposure to the Euro. The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in the foreign exchange rate on its foreign investment in Europe. Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in U.S. Dollars for their fair value at or close to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency- fixed-rate payments over the life of the agreement. For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in AOCL as part of the cumulative translation adjustment. Amounts are reclassified out of AOCL into earnings when the hedged net investment is either sold or substantially liquidated. As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations: Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Cross-currency swap 4 €100,300 $105,804 Fair Value Hedges The Company is exposed to changes in the fair value of certain of its foreign denominated intercompany loans due to changes in foreign exchange spot rates. The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in foreign exchange rates affecting gains and losses on intercompany loan principal and interest. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest and other financing expense, net. Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company’s accounting policy election. The earnings recognition of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction. During the remaining six months of fiscal 2024, the Company estimates that an additional $240 relating to cross currency swaps will be reclassified as a decrease to interest expense. As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk: Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Cross-currency swap 1 €24,700 $26,021 As of December 31, 2023 and June 30, 2023, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges: Carrying Amount of the Hedged Asset Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset December 31, June 30, December 31, June 30, Intercompany loan receivable $ 27,266 $ 26,945 $ 321 $ 924 Designated Hedges The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2023: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets $ 6,442 Accrued expenses and other current liabilities $ — Interest rate swaps Other noncurrent assets 1,292 Other noncurrent liabilities — Cross-currency swaps Prepaid expenses and other current assets 2,383 Accrued expenses and other current liabilities — Cross-currency swaps Other noncurrent assets — Other noncurrent liabilities 6,487 Foreign currency forward contracts Prepaid expenses and other current assets 10 Other noncurrent liabilities — Total derivatives designated as hedging instruments $ 10,127 $ 6,487 The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of June 30, 2023: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets $ 8,649 Accrued expenses and other current liabilities $ — Interest rate swaps Other noncurrent assets 5,974 Other noncurrent liabilities — Cross-currency swaps Prepaid expenses and other current assets 2,365 Accrued expenses and other current liabilities — Cross-currency swaps Other noncurrent assets — Other noncurrent liabilities 3,160 Total derivatives designated as hedging instruments $ 16,988 $ 3,160 The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income (Expense) Amount of Gain (Loss) Reclassified from AOCL into Income (Expense) Three Months Ended December 31, Three Months Ended December 31, 2023 2022 2023 2022 Interest rate swaps $ (7,725) $ (682) Interest and other financing expense, net $ 2,393 $ 1,988 Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — (115) Foreign currency forward contracts 10 80 Cost of sales — — Total $ (7,715) $ (602) $ 2,393 $ 1,873 The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income (Expense) Amount of Gain (Loss) Reclassified from AOCL into Income (Expense) Six Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Interest rate swaps $ (2,247) $ 14,580 Interest and other financing expense, net $ 4,675 $ 3,135 Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — (230) Foreign currency forward contracts 51 80 Cost of sales — — Total $ (2,196) $ 14,660 $ 4,675 $ 2,905 The following table presents the pretax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Location and Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations on Cash Flow Hedging Relationships Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Interest rate swaps Amount of gain reclassified from AOCL into income $ 2,393 $ 1,988 Cross-currency swaps Amount of loss reclassified from AOCL into income $ — $ (115) The following table presents the pretax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Location and Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations on Cash Flow Hedging Relationships Six Months Ended December 31, 2023 Six Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Interest rate swaps Amount of gain reclassified from AOCL into income $ 4,675 $ 3,135 Cross-currency swaps Amount of loss reclassified from AOCL into income $ — $ (230) The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the three months ended December 31, 2023 and 2022: Derivatives in Fair Value Hedging Relationships Amount of Loss Recognized in AOCL on Derivatives Location of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Three Months Ended December 31, Three Months Ended December 31, 2023 2022 2023 2022 Cross-currency swaps $ (981) $ (1,416) Interest and other financing expense, net / Other expense (income), net $ 123 $ 123 The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the six months ended December 31, 2023 and 2022: Derivatives in Fair Value Hedging Relationships Amount of (Loss) Gain Recognized in AOCL on Derivatives Location of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Six Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Cross-currency swaps $ (409) $ 122 Interest and other financing expense, net / Other expense (income), net $ 247 $ 246 The following table presents the pretax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Location and Amount of Loss Recognized in the Consolidated Statement of Operations on Fair Value Hedging Relationships Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of fair value hedging: Loss on fair value hedging relationships Cross-currency swaps Amount of loss reclassified from AOCL into income $ (1,028) $ (2,107) The following table presents the pretax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Location and Amount of Loss Recognized in the Consolidated Statement of Operations on Fair Value Hedging Relationships Six Months Ended December 31, 2023 Six Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of fair value hedging: Loss on fair value hedging relationships Cross-currency swaps Amount of loss reclassified from AOCL into income $ (75) $ (296) The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Derivatives in Net Investment Hedging Relationships Amount of Loss Recognized in AOCL on Derivatives Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income on Derivatives Three Months Ended December 31, Three Months Ended December 31, 2023 2022 2023 2022 Cross-currency swaps $ (3,979) $ (5,790) Interest and other financing expense, net $ 495 $ 495 The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Derivatives in Net Investment Hedging Relationships Amount of (Loss) Gain Recognized in AOCL on Derivatives Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income on Derivatives Six Months Ended Six Months Ended 2023 2022 2023 2022 Cross-currency swaps $ (1,663) $ 479 Interest and other financing expense, net $ 990 $ 990 Credit-Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a cross-default provision upon certain defaults by the Company on any of its indebtedness. |
TRANSFORMATION PROGRAM
TRANSFORMATION PROGRAM | 6 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
TRANSFORMATION PROGRAM | TRANSFORMATION PROGRAM During the first quarter of fiscal year 2024, we initiated a multi-year growth and transformation program (the “Hain Reimagined Program”). The program is intended to optimize the Company’s portfolio, improve underlying profitability and increase its flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth. The savings initiatives are expected to impact the Company’s reportable segments and Corporate and Other. Implementation of the Hain Reimagined Program is expected to be completed by the end of the 2027 fiscal year and is primarily comprised of: contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses. For the three months ended December 31, 2023, expenses associated with the Company’s restructuring program in the amount of $20,666, $6,869, and $3,113, respectively, were recorded in Impairment of long-lived assets, Productivity and transformation costs, and Cost of sales, respectively, on the Consolidated Statements of Operations. For the six months ended December 31, 2023, expenses associated with the Company’s restructuring program in the amount of $20,666, $13,272, and $6,433, respectively, were recorded in Impairment of long-lived assets, Productivity and transformation costs, and Cost of sales, respectively, on the Consolidated Statements of Operations. The table below sets forth expenses associated with the Company’s restructuring program for the three and six months ended December 31, 2023 by reportable segment and Corporate and Other. Three Months Ended December 31, 2023 Six Months Ended December 31, 2023 North America $ 25,093 $ 28,451 Corporate and Other 5,067 10,837 International 488 1,083 $ 30,648 $ 40,371 The Company expects to pay the remaining accrued restructuring costs during the next 12 months. The following table displays the activities and liability balances relating to the restructuring program for the period ended as of December 31, 2023: Charges Amounts Paid Non-cash settlements/ Adjustments 2 Balance at December 31, 2023 Employee-related costs 1 $ 3,357 $ (723) $ — $ 2,634 Contract termination costs 4,168 (4,168) — — Asset write-downs 2 22,806 — (22,806) — Other transformation-related expenses 3 10,040 (8,147) — 1,893 $ 40,371 $ (13,038) $ (22,806) $ 4,527 1 Employee-related costs include $1,130 severance related to executive officer succession. 2 Represents non-cash asset write-downs including asset impairment and accelerated depreciation. 3 Other transformation-related expenses primarily include consultancy charges. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Dec. 31, 2023 | |
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 (the “District Court”) against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934: (1) Flora v. The Hain Celestial Group, Inc., et al.; (2) Lynn v. The Hain Celestial Group, Inc., et al.; and (3) Spadola v. The Hain Celestial Group, Inc., et al. (collectively, the “Securities Complaints”). The Securities Complaints were ultimately 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. During the summer of 2017, a Corrected Consolidated Amended Complaint was filed, which named as defendants the Company and certain of its former officers (collectively, “Defendants”) and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. After Defendants’ initial motion to dismiss was granted without prejudice to replead in October 2017, the Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended Complaint”). The Second Amended Complaint again named as defendants the Company and certain of its former officers and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the Correct Consolidated Amended Complaint. Defendants filed a motion to dismiss the Second Amended Complaint on June 20, 2019. On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in its entirety, with prejudice. Co-Lead Plaintiffs appealed the District Court’s decision dismissing the Second Amended Complaint to the United States Court of Appeals for the Second Circuit (the "Second Circuit"). By decision dated December 17, 2021, the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings. The parties ultimately submitted supplemental briefing between May 12, 2022 and June 23, 2022, and in June 2022, the District Court referred Defendants’ Motion to Dismiss the Second Amended Complaint to a United States Magistrate Judge (the “Magistrate Judge”) for a Report and Recommendation. On November 4, 2022, the Magistrate Judge issued a Report and Recommendation recommending that the District Court grant Defendants’ Motion to Dismiss the Second Amended Complaint with prejudice. On September 29, 2023, the District Court granted Defendants’ Motion to Dismiss the Second Amended Complaint. Co-Lead Plaintiffs filed notice of appeal on October 26, 2023, appealing the District Court’s decision dismissing the Second Amended Complaint to the Second Circuit. Co-Lead Plaintiffs’ opening brief is due February 12, 2024. Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court The former Board of Directors and certain former officers of the Company are defendants in a consolidated action originally filed in 2017 in the Eastern District of New York under the captions Silva v. Simon, et al., Barnes v. Simon, et al., Merenstein v. Heyer, et al., and Oliver v. Berke, et al. Plaintiffs in the consolidated action, In re The Hain Celestial Group, Inc. Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”), allege the violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment. The plaintiffs alleged in their Amended Complaint that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results and 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 December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action, described above. After the District Court granted Defendants’ motion to dismiss the Consolidated Securities Action, the Co-Lead Plaintiffs in that action filed a Second Amended Complaint on May 6, 2019. The parties to the Consolidated Stockholder Class and Derivative Action thereby agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action. On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action, with prejudice. Pursuant to the terms of an agreed-upon stay, Defendants in the Consolidated Stockholder Class and Derivative Action had until May 6, 2020 to answer, move, or otherwise respond to the complaint in this matter. This deadline was extended, and Defendants moved to dismiss the Consolidated Stockholder Class and Derivative Action Complaint on June 23, 2020, with Plaintiffs’ opposition due August 7, 2020. On July 24, 2020, Plaintiffs made a stockholder litigation demand on the current Board containing overlapping factual allegations to those set forth in the Consolidated Stockholder Class and Derivative Action. On November 3, 2020, Plaintiffs were informed that the Board of Directors had finished investigating and resolved, among other things, that the demand should be rejected. In light of the Second Circuit vacating the District Court’s judgment in the Consolidated Securities Action referenced above and remanding the case for further proceedings, the Parties submitted a joint status report on December 29, 2021 requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action. The parties have agreed to extend the stay through the earlier of November 8, 2024 or 30 days after the Second Circuit issues a decision on Plaintiffs’ appeal. Baby Food Litigation Since February 2021, the Company has been named in numerous consumer class actions alleging that the Company’s Earth’s Best ® baby food products (the “Products”) contain unsafe and undisclosed levels of various naturally occurring heavy metals, namely lead, arsenic, cadmium and mercury. Those actions have now been transferred and consolidated as a single lawsuit in the U.S. District Court for the Eastern District of New York captioned In re Hain Celestial Heavy Metals Baby Food Litigation, Case No. 2:21-cv-678 (the “Consolidated Proceeding”), which generally alleges that the Company violated various state consumer protection laws and asserts other state and common law warranty and unjust enrichment claims related to the alleged failure to disclose the presence of these metals, arguing that consumers would have either not purchased the Products or would have paid less for them had the Company made adequate disclosures. The Company filed a motion to dismiss the Consolidated Class Action Complaint on November 7, 2022, which was opposed by the plaintiffs. On May 9, 2023, upon consent of the parties, the Court stayed this action pending the Second Circuit’s decision on appeal in In re Beech-Nut Nutrition Co. Baby Food Litigation, 21 Civ. 133 (N.D.N.Y.) (the “Beech-Nut Case”). Accordingly, the Court denied the Company’s motion to dismiss without prejudice to renew. By summary order dated January 18, 2024, the Second Circuit vacated the judgment dismissing the Beech-Nut Case and remanded for further proceedings. The District Court in the Consolidated Proceeding has now ordered the Company to serve its motion to dismiss by February 15, 2024. One consumer class action is pending in New York Supreme Court, Nassau County, which the court has stayed in deference to the Consolidated Proceeding. The Company denies the allegations in these lawsuits and contends that its baby foods are safe and properly labeled. The claims raised in these lawsuits were brought in the wake of a highly publicized report issued by the U.S. House of Representatives Subcommittee on Economic and Consumer Policy on Oversight and Reform, dated February 4, 2021 (the “House Report”), addressing the presence of heavy metals in baby foods made by certain manufacturers, including the Company. Since the publishing of the House Report, the Company has also received information requests with respect to the advertising and quality of its baby foods from certain governmental authorities, as such authorities investigate the claims made in the House Report. The Company is fully cooperating with these requests and is providing documents and other requested information. The Company has been named in one civil government enforcement action, State of New Mexico ex rel. Balderas v. Nurture, Inc., et al., which was filed by the New Mexico Attorney General against the Company and several other manufacturers based on the alleged presence of heavy metals in their baby food products. The Company and several other manufacturers moved to dismiss the New Mexico Attorney General’s lawsuit, which motion the Court denied. The Company filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022. The Company denies the New Mexico Attorney General’s allegations and maintains that its baby foods are safe, properly labeled, and compliant with New Mexico law. In addition to the consumer class actions discussed above, the Company is currently named in several lawsuits in state and federal courts alleging some form of personal injury from the ingestion of the Company’s Products, purportedly due to unsafe and undisclosed levels of various naturally occurring heavy metals. These lawsuits generally allege injuries related to neurological development disorders such as autism and attention deficit hyperactivity disorder. • In the matter Palmquist v. The Hain Celestial Group, Inc., a jury trial commenced on February 6, 2023 in the United States District Court for the Southern District of Texas. The Company moved for Directed Verdict at the close of Plaintiffs’ case. The Court granted the Company’s motion, finding no liability for the Company. The Court entered Final Judgment in the Company’s favor on March 3, 2023. On April 3, 2023, Plaintiffs filed their Notice of Appeal in the Fifth Circuit. Plaintiffs’ appeal is fully briefed and oral argument took place before the Fifth Circuit on February 6, 2024. • In NC v. The Hain Celestial Group, et al., in the Superior Court for the State of California, County of Los Angeles, judgment was entered on October 26, 2023 in favor of the defendants as a result of successful defense pretrial motions, including the Company’s motion for summary judgment. The time for appeal has passed. • In Watkins v. Plum, PBC, et al., currently pending in the United States District Court for the Eastern District of Louisiana, the Court has set the case for trial beginning no earlier than October 7, 2024. The parties are currently engaging in discovery. • On January 9, 2023, Plaintiffs in P.A. v. Hain Celestial Group, Inc., et al. filed their First Amended Complaint in the Circuit Court of the First Circuit, State of Hawai’i. On March 8, 2023, the Company filed its Answer to Plaintiff’s First Amended Complaint. Defendants removed the case to the United States District Court for the District of Hawaii on January 5, 2024. The Court has set the case for trial beginning on October 21, 2025. • On February 3, 2023, Plaintiff in Pourdanesh v. Hain Celestial Group, Inc. et al. filed his Complaint in the Superior Court for the State of California, County of Los Angeles. Plaintiff filed an Amended Complaint on June 16, 2023. Defendants filed a Demurrer to the Amended Complaint on July 17, 2023, which was denied on October 5, 2023. The parties have begun to engage in discovery. • On July 25, 2023, Plaintiffs in DMP v. Beech-Nut Nutrition Company, Inc. et al., currently pending in the United States District Court for the District of Nevada, filed a Motion for Leave to Amend the Complaint. On October 24, 2023, the Court granted Plaintiffs’ Motion and Hain was added as a defendant to the case. Beginning in late November, an additional eleven cases have been filed in federal courts and in California state court including: • Paul L. v. Hain Celestial Group, Inc. et al (filed October 10, 2023); Landon R. v. Hain Celestial Group, Inc. et al (filed October 11, 2023); Josue G. v. Hain Celestial Group, Inc. et al. (filed November 28, 2023); Princeton N.C. v. Hain Celestial Group, Inc. et al. (filed November 28, 2023); and Kaleb R. v. Hain Celestial Group, Inc. et al. (filed December 13, 2023), each pending in the Superior Court for the State of California, County of Los Angeles against Hain and several other baby food manufacturers alleging bodily injury as to one child in each action. These cases are in their earliest stages and a joint status conference was held on February 6, 2024. • M.H. v. Hain Celestial Group, Inc. et al. (filed November 22, 2023) and D.S. v. Hain Celestial Group, Inc. et al. (filed December 4, 2023), each pending in the United States District Court for the Central District of California against Hain and several other baby food manufacturers alleging bodily injury as to one child in each action. • Samuel R. v. Hain Celestial Group, Inc. et al. (filed November 28, 2023) in the Superior Court for the State of California, County of Alameda; Clark v. Hain Celestial Group, Inc. et al. (filed December 13, 2023) in the United States District Court for the District of Arizona; and Mosley v. Hain Celestial Group, Inc. et al. (filed December 21, 2023) in the United States District Court for the Western District of Washington are pending against Hain and several other baby food manufacturers alleging bodily injury as to one child in each action. • A.A. and M.A. v. Hain Celestial Group, Inc. et al. (filed November 22, 2023), in the United States District Court for the Northern District of California, is pending against Hain and several other baby food manufacturers alleging bodily injury as to two children. On January 4, 2024, Plaintiffs filed a Motion to Transfer Actions Pursuant to 28 U.S.C. § 1407 for Coordinated or Consolidated Pretrial Proceedings in respect of each of the above referenced eleven matters. Defendants’ response is currently due on February 13, 2024. The Company denies that its Products led to any of the alleged injuries and will defend these cases vigorously. That said, as is common in circumstances of this nature, additional lawsuits may be filed against the Company in the future, asserting similar or different legal theories and seeking similar or different types of damages and relief. Such lawsuits may be resolved in a manner adverse to us, and we may incur substantial costs or damages not covered by insurance, which could have a material adverse effect on our financial condition and business. SEC Investigation In November 2023, the staff of the SEC informed the Company it was conducting an investigation relating to Hain Celestial and requested documents primarily concerning (i) the Company’s acquisition of one business and disposition of another business and certain related accounting matters and (ii) trading activity and other matters related to the Company’s earnings guidance in certain previous fiscal years. The Company is cooperating with the SEC in this investigation. Other In addition to the matters described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business. With respect to all litigation and related matters, the Company records a liability when the Company believes it is probable that a liability has been incurred and the amount can be reasonably estimated. As of the end of the period covered by this report, the Company has not recorded a liability for any of the matters disclosed in this note. It is possible that some matters could require the Company to pay damages, incur other costs or establish accruals in amounts that could not be reasonably estimated as of the end of the period covered by this report. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company’s organizational structure consists of two geographic based reportable segments: North America and International, which are also the operating segments. This structure is in line with how the Company’s Chief Operating Decision Maker (“CODM”) assesses the Company’s performance and allocates resources. The Company uses segment net sales and segment Adjusted EBITDA in order to analyze segment results and trends. Segment Adjusted EBITDA excludes: net interest expense, (benefit) provision for income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency (gains) losses, certain litigation and related costs, plant closure related costs-net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, costs associated with acquisitions, divestitures and other transactions, (gain) loss on sale of assets, certain inventory write-downs related to exited categories , long-lived asset impairments and other adjustments. In addition, Segment Adjusted EBITDA does not include Corporate and Other expenses related to the Company’s centralized administrative functions, which do not specifically relate to a reportable segment. Such Corporate and Other expenses are comprised mainly of compensation and related expenses of certain of the Company’s senior executive officers and other employees who perform duties related to the entire enterprise, litigation expense and expenses for certain professional fees, facilities, and other items which benefit the Company as a whole. The following tables set forth financial information about each of the Company’s reportable segments. Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CODM for purposes of assessing segment performance or allocating resources. Transactions between reportable segments were insignificant for all periods presented. Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Net Sales: North America $ 267,671 $ 282,361 $ 527,725 $ 570,757 International 186,429 171,847 351,404 322,802 $ 454,100 $ 454,208 $ 879,129 $ 893,559 Adjusted EBITDA: North America $ 31,218 $ 38,510 $ 49,945 $ 69,291 International 25,969 19,242 43,407 34,189 Total Reportable Segments Adjusted EBITDA 57,187 57,752 93,352 103,480 Corporate and Other (10,061) (7,935) (22,136) (17,634) 47,126 49,817 71,216 85,846 Depreciation and amortization (11,197) (12,155) (23,502) (24,125) Equity in net loss of equity-method investees (907) (316) (1,405) (698) Interest expense, net (15,333) (10,379) (27,956) (17,658) Benefit (provision) for income taxes 4,249 (6,357) 9,628 (8,988) Stock-based compensation, net (3,376) (3,435) (7,118) (7,429) Unrealized currency gains (losses) 194 (2,160) 159 (449) Certain litigation expenses, net (a) (2,091) (2,482) (3,615) (4,945) Restructuring activities Productivity and transformation costs (6,869) (986) (13,272) (1,759) Plant closure related costs, net (2,302) (53) (4,143) (51) Warehouse/manufacturing consolidation and other costs, net (811) 1,972 (811) 1,972 CEO succession — (5,113) — (5,113) Acquisitions, divestitures and other Transaction and integration costs, net (109) (402) (227) (1,769) Gain (loss) on sale of assets — 3,355 (62) 3,395 Impairment charges Long-lived asset impairment (20,666) (340) (21,360) (340) Inventory write-downs related to exited categories (1,443) — (1,443) — Net (loss) income $ (13,535) $ 10,966 $ (23,911) $ 17,889 (a) Expenses and items relating to securities class action and baby food litigation. The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiaries, are as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 United States $ 239,324 $ 255,056 $ 469,983 $ 514,564 United Kingdom 138,628 123,578 259,679 232,738 Europe 47,801 48,268 91,725 90,063 Canada 28,347 27,306 57,742 56,194 $ 454,100 $ 454,208 $ 879,129 $ 893,559 There has been no material change to Company’s total assets by segment from the amount disclosed in the Form 10-K for the fiscal year ended June 30, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||||
Net income (loss) | $ (13,535) | $ (10,376) | $ 10,966 | $ 6,923 | $ (23,911) | $ 17,889 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The Company’s unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exerts significant influence, but which it does not control, are accounted for under the equity method of accounti ng. As such, consolidated net (loss) income includes th e Company’s equity in the current losses or earnings of such companies. The Company ’ s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by U.S. GAAP and should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (the “Form 10-K”). The amounts as of and for the periods ended June 30, 2023 are derived from the Company’s audited annual financial statements. The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods. Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024. Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2023 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes. All amounts in the unaudited consolidated financial statements, notes and tables have been rounded to the nearest thousands, except par values and per share amounts, unless otherwise indicated. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform with current year presentation. |
Significant Accounting Policies | Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Practices , in the Notes to the Consolidated Financial Statements in the Form 10-K. Included herein are certain updates to those policies. |
Transfer of Financial Assets | Transfer of Financial Assets The Company accounts for transfers of financial assets, such as non-recourse accounts receivable financing arrangements, when the Company has surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred and any other relevant considerations. The Company has non-recourse financing arrangements in which eligible receivables are sold to third-party buyers in exchange for cash. The Company transferred accounts receivable in their entirety to the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale. The principal amount of receivables sold under these arrangements was $159,760 and $189,794 during the six months ended December 31, 2023 and 2022 , respectively. The incremental cost of financing receivables under these arrangements is included in selling, general and administrative expenses on the Company’s Consolidated Statements of Operations. The proceeds from the sale of receivables are included in cash provided by operating activities on the Consolidated Statements of Cash Flows. |
Recently Issued and Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, “ Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) ”, to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance, which had no material impact on its condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ”, which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate. The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction, pretax income (loss) from continuing operations, and income tax expense (benefit). The amendments are effective for fiscal years beginning after December 15, 2024 and for interim periods within fiscal years beginning after December 15, 2025. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures ”, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements. |
Fair Value of Financial Instruments | The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Derivative Instruments The Company uses interest rate swaps to manage its interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency exchange rates. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company’s derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the derivatives held as of December 31, 2023 and June 30, 2023 were classified as Level 2 of the fair value hierarchy. Nonrecurring Fair Value Measurements The Company measures certain non-financial assets at fair value on a nonrecurring basis including goodwill, intangible assets, property and equipment and right-of-use lease assets. These assets were initially measured and recognized at amounts equal to the fair value determined as of the date of acquisition or purchase subject to changes in value only for foreign currency translation. Periodically, these assets are tested for impairment by comparing their respective carrying values to the estimated fair value of the reporting unit or asset group in which they reside. In the event any of these assets were to become impaired, the Company would recognize an impairment expense equal to the amount by which the carrying value of the reporting unit, impaired asset or asset group exceeds its estimated fair value. For indefinite-lived intangible assets, the relief from royalty approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables. Fair value measurements of reporting units are estimated using an income approach involving discounted cash flow models that contain certain Level 3 inputs requiring significant management judgment, including projections of economic conditions, customer demand and changes in competition, revenue growth rates, gross profit margins, operating margins, capital expenditures, working capital requirements, terminal growth rates and discount rates. Fair value measurements of the reporting units associated with the Company's goodwill balances and its indefinite-lived intangible assets are estimated at least annually in the fourth quarter of each fiscal year for purposes of impairment testing if a quantitative analysis is performed. The Company bases its fair value estimates on assumptions its management believes to be reasonable, but which are unpredictable and inherently uncertain. During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $20,666 related to an asset group in the North America reportable segment, as discussed in Note 6, Property, Plant and Equipment, net . The asset group was primarily comprised of property, plant and equipment and fair value was determined using a discounted cash flow analysis. As of December 31, 2023, the asset group ’ s property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis. |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Computation Of Basic And Diluted Net (Loss) Earnings Per Share | The following table sets forth the computation of basic and diluted net (loss) income per share on the Consolidated Statements of Operations: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Numerator: Net (loss) income $ (13,535) $ 10,966 $ (23,911) $ 17,889 Denominator: Basic weighted average shares outstanding 89,811 89,380 89,661 89,343 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units — 198 — 192 Diluted weighted average shares outstanding 89,811 89,578 89,661 89,535 Basic net (loss) income per common share $ (0.15) $ 0.12 $ (0.27) $ 0.20 Diluted net (loss) income per common share $ (0.15) $ 0.12 $ (0.27) $ 0.20 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventories consisted of the following: December 31, June 30, Finished goods $ 185,160 $ 192,007 Raw materials, work-in-progress and packaging 110,116 118,334 $ 295,276 $ 310,341 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following: December 31, June 30, Land $ 11,482 $ 11,453 Buildings and improvements 56,364 55,354 Machinery and equipment 322,597 335,912 Computer hardware and software 53,303 54,192 Furniture and fixtures 20,144 20,722 Leasehold improvements 39,785 49,394 Construction in progress 16,919 10,816 520,594 537,843 Less: Accumulated depreciation 247,143 241,518 $ 273,451 $ 296,325 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease Expenses and Other Information | The components of lease expenses for the three and six months ended December 31, 2023 and 2022 were as follows: Three Months Ended Six Months Ended December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Operating lease expenses $ 4,796 $ 2,238 $ 9,374 $ 7,213 Finance lease expenses 37 71 74 140 Variable lease expenses 190 169 372 349 Short-term lease expenses 418 390 813 886 Total lease expenses $ 5,441 $ 2,868 $ 10,633 $ 8,588 Additional information related to leases is as follows: Six Months Ended December 31, 2023 December 31, 2022 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 8,728 $ 8,173 Operating cash flows from finance leases $ 6 $ 9 Financing cash flows from finance leases $ 39 $ 106 ROU assets obtained in exchange for lease obligations: Operating leases (1)(2) $ 2,140 $ (4,764) Finance leases $ — $ 60 Weighted average remaining lease term: Operating leases 9.3 years 10.7 years Finance leases 3.4 years 4.1 years Weighted average discount rate: Operating leases 4.9 % 4.7 % Finance leases 4.5 % 4.6 % (1) Includes adjustment for remeasurement of an operating lease during the three months ended December 31, 2023, which resulted in a net reduction of an ROU asset and a corresponding reduction in lease liability of $9,375. (2) Includes adjustment for modification of an operating lease during the three months ended December 31, 2022, which resulted in a reduction of an ROU asset and lease liability of $13,876 and $17,244, respectively, and recognition of a gain of $3,368 related to the modification. |
Schedule of Supplemental Balance Sheet Information | Leases Classification December 31, 2023 June 30, 2023 Assets Operating lease ROU assets, net Operating lease right-of-use assets, net $ 91,388 $ 95,894 Finance lease ROU assets, net Property, plant and equipment, net 247 289 Total leased assets $ 91,635 $ 96,183 Liabilities Current Operating Accrued expenses and other current liabilities $ 10,598 $ 10,489 Finance Current portion of long-term debt 85 83 Non-current Operating Operating lease liabilities, noncurrent portion 86,022 90,014 Finance Long-term debt, less current portion 179 222 Total lease liabilities $ 96,884 $ 100,808 |
Schedule of Maturities of Finance Lease Liabilities | Maturities of lease liabilities as of December 31, 2023 were as follows: Fiscal Year Operating leases Finance leases Total 2024 (remainder of year) $ 7,786 $ 47 $ 7,833 2025 14,486 93 14,579 2026 13,815 68 13,883 2027 13,483 53 13,536 2028 13,233 25 13,258 Thereafter 57,832 — 57,832 Total lease payments 120,635 286 120,921 Less: Imputed interest 24,015 22 24,037 Total lease liabilities $ 96,620 $ 264 $ 96,884 |
Schedule of Maturities of Operating Lease Liabilities | Maturities of lease liabilities as of December 31, 2023 were as follows: Fiscal Year Operating leases Finance leases Total 2024 (remainder of year) $ 7,786 $ 47 $ 7,833 2025 14,486 93 14,579 2026 13,815 68 13,883 2027 13,483 53 13,536 2028 13,233 25 13,258 Thereafter 57,832 — 57,832 Total lease payments 120,635 286 120,921 Less: Imputed interest 24,015 22 24,037 Total lease liabilities $ 96,620 $ 264 $ 96,884 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Carrying Amount Of Goodwill | The following table provides changes in the carrying value of goodwill by reportable segment: North America International Total Balance as of June 30, 2023 $ 697,053 $ 241,587 $ 938,640 Translation (3) 924 921 Balance as of December 31, 2023 $ 697,050 $ 242,511 $ 939,561 |
Schedule of Finite-Lived Intangible Assets | The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill: December 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (1) $ 251,199 $ 250,860 Amortized intangible assets: Other intangibles 162,191 161,874 Less: Accumulated amortization (118,379) (114,629) Net amortized intangible assets 43,812 47,245 Net other intangible assets $ 295,011 $ 298,105 (1) The gross carrying value of trademarks and tradenames is reflected net of $223,981 of accumulated impairment charges as of December 31, 2023 and June 30, 2023 . |
Schedule of Indefinite-Lived Intangible Assets | The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill: December 31, June 30, Non-amortized intangible assets: Trademarks and tradenames (1) $ 251,199 $ 250,860 Amortized intangible assets: Other intangibles 162,191 161,874 Less: Accumulated amortization (118,379) (114,629) Net amortized intangible assets 43,812 47,245 Net other intangible assets $ 295,011 $ 298,105 (1) The gross carrying value of trademarks and tradenames is reflected net of $223,981 of accumulated impairment charges as of December 31, 2023 and June 30, 2023 . |
Schedule of Finite-lived Intangible Assets Amortization Expense | Amortization expense included in the Consolidated Statements of Operations was as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Amortization of acquired intangibles $ 1,509 $ 2,785 $ 3,464 $ 5,573 |
Schedule of Expected Amortization Expense | Expected amortization expense over the next five fiscal years is as follows: Fiscal Year Ending June 30, 2024 (remainder of year) 2025 2026 2027 2028 2029 Estimated amortization expense $ 2,836 $ 5,477 $ 5,083 $ 4,996 $ 4,113 $ 3,615 |
DEBT AND BORROWINGS (Tables)
DEBT AND BORROWINGS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt And Borrowings | Debt and borrowings consisted of the following: December 31, June 30, Revolving credit facility $ 526,000 $ 541,000 Term loans 285,000 288,750 Less: Unamortized issuance costs (2,020) (1,307) Other borrowings (1) 264 305 809,244 828,748 Short-term borrowings and current portion of long-term debt (2) 7,569 7,567 Long-term debt, less current portion $ 801,675 $ 821,181 (1) Includes $264 (June 30, 2023: $305) of finance lease obligations as discussed in Note 7, Leases. (2) Includes $85 (June 30, 2023 : $83) of short-term finance lease obligations as discussed in Note 7, Leases. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive (Loss) Income | The following table presents the changes in accumulated other comprehensive loss (“AOCL”): Foreign Currency Translation Adjustment, Net Deferred Gains on Cash Flow Hedging Instruments, Net Deferred Gains on Fair Value Hedging Instruments, Net Deferred Gains (Losses) on Net Investment Hedging Instruments, Net Total Balance at June 30, 2022 $ (168,225) $ 519 $ 500 $ 2,724 $ (164,482) Other comprehensive (loss) income before reclassifications (67,149) 11,360 1,145 4,666 (49,978) Amounts reclassified into income — (767) (1,348) (369) (2,484) Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2022 (1) (67,149) 10,593 (203) 4,297 (52,462) Balance at September 30, 2022 (235,374) 11,112 297 7,021 (216,944) Other comprehensive income (loss) before reclassifications 59,674 (454) (1,067) (4,359) 53,794 Amounts reclassified into (income) expense — (1,411) 1,588 (373) (196) Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2022 (1) 59,674 (1,865) 521 (4,732) 53,598 Balance at December 31, 2022 $ (175,700) $ 9,247 $ 818 $ 2,289 $ (163,346) Balance at June 30, 2023 $ (138,028) $ 10,898 $ 685 $ 229 $ (126,216) Other comprehensive (loss) income before reclassifications (32,933) 4,159 430 1,741 (26,603) Amounts reclassified into income — (1,715) (717) (372) (2,804) Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2023 (1) (32,933) 2,444 (287) 1,369 (29,407) Balance at September 30, 2023 (170,961) 13,342 398 1,598 (155,623) Other comprehensive income (loss) before reclassifications 36,536 (5,806) (738) (2,995) 26,997 Amounts reclassified into (income) expense — (1,801) 774 (372) (1,399) Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2023 (1) 36,536 (7,607) 36 (3,367) 25,598 Balance at December 31, 2023 $ (134,425) $ 5,735 $ 434 $ (1,769) $ (130,025) (1) See Note 15, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the Consolidated Statements of Operations during the three and six months ended December 31, 2023 and 2022. |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Compensation Cost And Related Income Tax Benefits Recognized | Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Selling, general and administrative expenses $ 3,376 $ 3,435 $ 7,118 $ 7,429 Related income tax benefit $ 398 $ 552 $ 854 $ 954 |
Schedule of Non-Vested Restricted Stock And Restricted Share Unit Awards | A summary of the restricted st ock activity (including all RSAs, RSUs and PSUs) for the six months ended December 31, 2023 is as follows: Number of Shares and Units Weighted Average Grant Date Fair Value (per share) Non-vested RSAs, RSUs and PSUs outstanding at June 30, 2023 1,288 $ 26.37 Granted 1,562 $ 12.34 Vested (479) $ 28.67 Forfeited (114) $ 25.85 Non-vested RSAs, RSUs and PSUs outstanding at December 31, 2023 2,257 $ 15.79 |
Schedule of Restricted Stock Grant Information | The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting was as follows: Six Months Ended December 31, 2023 2022 Fair value of RSAs, RSUs and PSUs granted $ 19,286 $ 21,457 Fair value of shares vested $ 5,081 $ 3,317 Tax benefit recognized from restricted shares vesting $ 650 $ 502 |
Schedule of Fair Value Assumptions | Grant date fair values are calculated using a Monte Carlo simulation model with grant date fair values per target share and related valuation assumptions as follows: Absolute TSR PSUs Relative TSR PSUs Grant date fair value (per target share) $12.23 $15.42 Risk-free interest rate 4.98 % 4.98 % Expected dividend yield — — Expected volatility 33.70 % 23.10 % Expected term 3.00 years 3.00 years |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets And Liabilities Measured At Fair Value On A Recurring Basis | The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2023: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 10,127 $ — $ 10,127 $ — Liabilities: Derivative financial instruments $ 6,487 $ — $ 6,487 $ — The following table presents assets and liabilities measured at fair value on a recurring basis as of June 30, 2023: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 16,988 $ — $ 16,988 $ — Liabilities: Derivative financial instruments $ 3,160 $ — $ 3,160 $ — |
DERIVATIVES AND HEDGING ACTIV_2
DERIVATIVES AND HEDGING ACTIVITIES (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | As of December 31, 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Amount Interest Rate Swap 4 $400,000 As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risk. Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Foreign currency forward contract 1 £867 €1,000 As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations: Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Cross-currency swap 4 €100,300 $105,804 As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk: Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Cross-currency swap 1 €24,700 $26,021 As of December 31, 2023 and June 30, 2023, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges: Carrying Amount of the Hedged Asset Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset December 31, June 30, December 31, June 30, Intercompany loan receivable $ 27,266 $ 26,945 $ 321 $ 924 |
Schedule of Derivative Financial Instruments and Classification on Consolidated Balance Sheets | Designated Hedges The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2023: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets $ 6,442 Accrued expenses and other current liabilities $ — Interest rate swaps Other noncurrent assets 1,292 Other noncurrent liabilities — Cross-currency swaps Prepaid expenses and other current assets 2,383 Accrued expenses and other current liabilities — Cross-currency swaps Other noncurrent assets — Other noncurrent liabilities 6,487 Foreign currency forward contracts Prepaid expenses and other current assets 10 Other noncurrent liabilities — Total derivatives designated as hedging instruments $ 10,127 $ 6,487 The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of June 30, 2023: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets $ 8,649 Accrued expenses and other current liabilities $ — Interest rate swaps Other noncurrent assets 5,974 Other noncurrent liabilities — Cross-currency swaps Prepaid expenses and other current assets 2,365 Accrued expenses and other current liabilities — Cross-currency swaps Other noncurrent assets — Other noncurrent liabilities 3,160 Total derivatives designated as hedging instruments $ 16,988 $ 3,160 |
Schedule of Pre-Tax Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Loss | The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income (Expense) Amount of Gain (Loss) Reclassified from AOCL into Income (Expense) Three Months Ended December 31, Three Months Ended December 31, 2023 2022 2023 2022 Interest rate swaps $ (7,725) $ (682) Interest and other financing expense, net $ 2,393 $ 1,988 Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — (115) Foreign currency forward contracts 10 80 Cost of sales — — Total $ (7,715) $ (602) $ 2,393 $ 1,873 The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income (Expense) Amount of Gain (Loss) Reclassified from AOCL into Income (Expense) Six Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Interest rate swaps $ (2,247) $ 14,580 Interest and other financing expense, net $ 4,675 $ 3,135 Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — (230) Foreign currency forward contracts 51 80 Cost of sales — — Total $ (2,196) $ 14,660 $ 4,675 $ 2,905 The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the three months ended December 31, 2023 and 2022: Derivatives in Fair Value Hedging Relationships Amount of Loss Recognized in AOCL on Derivatives Location of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Three Months Ended December 31, Three Months Ended December 31, 2023 2022 2023 2022 Cross-currency swaps $ (981) $ (1,416) Interest and other financing expense, net / Other expense (income), net $ 123 $ 123 The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the six months ended December 31, 2023 and 2022: Derivatives in Fair Value Hedging Relationships Amount of (Loss) Gain Recognized in AOCL on Derivatives Location of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Six Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Cross-currency swaps $ (409) $ 122 Interest and other financing expense, net / Other expense (income), net $ 247 $ 246 |
Schedule of Pre-Tax Effect of Derivative Financial Instruments Electing Cash Flow Hedge Accounting on Consolidated Statements of Operations | The following table presents the pretax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Location and Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations on Cash Flow Hedging Relationships Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Interest rate swaps Amount of gain reclassified from AOCL into income $ 2,393 $ 1,988 Cross-currency swaps Amount of loss reclassified from AOCL into income $ — $ (115) The following table presents the pretax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Location and Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations on Cash Flow Hedging Relationships Six Months Ended December 31, 2023 Six Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Interest rate swaps Amount of gain reclassified from AOCL into income $ 4,675 $ 3,135 Cross-currency swaps Amount of loss reclassified from AOCL into income $ — $ (230) The following table presents the pretax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Location and Amount of Loss Recognized in the Consolidated Statement of Operations on Fair Value Hedging Relationships Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of fair value hedging: Loss on fair value hedging relationships Cross-currency swaps Amount of loss reclassified from AOCL into income $ (1,028) $ (2,107) The following table presents the pretax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Location and Amount of Loss Recognized in the Consolidated Statement of Operations on Fair Value Hedging Relationships Six Months Ended December 31, 2023 Six Months Ended December 31, 2022 Interest and other financing expense, net Interest and other financing expense, net The effects of fair value hedging: Loss on fair value hedging relationships Cross-currency swaps Amount of loss reclassified from AOCL into income $ (75) $ (296) |
Schedule of Pre-Tax Effect of Net Investment Hedges on Accumulated Other Comprehensive Loss and the Consolidated Statements of Operations | The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022: Derivatives in Net Investment Hedging Relationships Amount of Loss Recognized in AOCL on Derivatives Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income on Derivatives Three Months Ended December 31, Three Months Ended December 31, 2023 2022 2023 2022 Cross-currency swaps $ (3,979) $ (5,790) Interest and other financing expense, net $ 495 $ 495 The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022: Derivatives in Net Investment Hedging Relationships Amount of (Loss) Gain Recognized in AOCL on Derivatives Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income on Derivatives Six Months Ended Six Months Ended 2023 2022 2023 2022 Cross-currency swaps $ (1,663) $ 479 Interest and other financing expense, net $ 990 $ 990 |
TRANSFORMATION PROGRAM (Tables)
TRANSFORMATION PROGRAM (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activity and Liability Balances | The table below sets forth expenses associated with the Company’s restructuring program for the three and six months ended December 31, 2023 by reportable segment and Corporate and Other. Three Months Ended December 31, 2023 Six Months Ended December 31, 2023 North America $ 25,093 $ 28,451 Corporate and Other 5,067 10,837 International 488 1,083 $ 30,648 $ 40,371 Charges Amounts Paid Non-cash settlements/ Adjustments 2 Balance at December 31, 2023 Employee-related costs 1 $ 3,357 $ (723) $ — $ 2,634 Contract termination costs 4,168 (4,168) — — Asset write-downs 2 22,806 — (22,806) — Other transformation-related expenses 3 10,040 (8,147) — 1,893 $ 40,371 $ (13,038) $ (22,806) $ 4,527 1 Employee-related costs include $1,130 severance related to executive officer succession. 2 Represents non-cash asset write-downs including asset impairment and accelerated depreciation. 3 Other transformation-related expenses primarily include consultancy charges. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following tables set forth financial information about each of the Company’s reportable segments. Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CODM for purposes of assessing segment performance or allocating resources. Transactions between reportable segments were insignificant for all periods presented. Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 Net Sales: North America $ 267,671 $ 282,361 $ 527,725 $ 570,757 International 186,429 171,847 351,404 322,802 $ 454,100 $ 454,208 $ 879,129 $ 893,559 Adjusted EBITDA: North America $ 31,218 $ 38,510 $ 49,945 $ 69,291 International 25,969 19,242 43,407 34,189 Total Reportable Segments Adjusted EBITDA 57,187 57,752 93,352 103,480 Corporate and Other (10,061) (7,935) (22,136) (17,634) 47,126 49,817 71,216 85,846 Depreciation and amortization (11,197) (12,155) (23,502) (24,125) Equity in net loss of equity-method investees (907) (316) (1,405) (698) Interest expense, net (15,333) (10,379) (27,956) (17,658) Benefit (provision) for income taxes 4,249 (6,357) 9,628 (8,988) Stock-based compensation, net (3,376) (3,435) (7,118) (7,429) Unrealized currency gains (losses) 194 (2,160) 159 (449) Certain litigation expenses, net (a) (2,091) (2,482) (3,615) (4,945) Restructuring activities Productivity and transformation costs (6,869) (986) (13,272) (1,759) Plant closure related costs, net (2,302) (53) (4,143) (51) Warehouse/manufacturing consolidation and other costs, net (811) 1,972 (811) 1,972 CEO succession — (5,113) — (5,113) Acquisitions, divestitures and other Transaction and integration costs, net (109) (402) (227) (1,769) Gain (loss) on sale of assets — 3,355 (62) 3,395 Impairment charges Long-lived asset impairment (20,666) (340) (21,360) (340) Inventory write-downs related to exited categories (1,443) — (1,443) — Net (loss) income $ (13,535) $ 10,966 $ (23,911) $ 17,889 (a) Expenses and items relating to securities class action and baby food litigation. |
Schedule of Net Sales by Geographic Area | The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiaries, are as follows: Three Months Ended December 31, Six Months Ended December 31, 2023 2022 2023 2022 United States $ 239,324 $ 255,056 $ 469,983 $ 514,564 United Kingdom 138,628 123,578 259,679 232,738 Europe 47,801 48,268 91,725 90,063 Canada 28,347 27,306 57,742 56,194 $ 454,100 $ 454,208 $ 879,129 $ 893,559 |
BUSINESS (Details)
BUSINESS (Details) | 6 Months Ended |
Dec. 31, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Accounts receivable sold, principal | $ 159,760 | $ 189,794 |
(LOSS) EARNINGS PER SHARE - Com
(LOSS) EARNINGS PER SHARE - Computation Of Basic And Diluted (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Numerator: | ||||||
Net (loss) income | $ (13,535) | $ (10,376) | $ 10,966 | $ 6,923 | $ (23,911) | $ 17,889 |
Denominator: | ||||||
Basic weighted average shares outstanding (shares) | 89,811 | 89,380 | 89,661 | 89,343 | ||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units (shares) | 0 | 198 | 0 | 192 | ||
Diluted weighted average shares outstanding (shares) | 89,811 | 89,578 | 89,661 | 89,535 | ||
Basic net (loss) income per common share (USD per share) | $ (0.15) | $ 0.12 | $ (0.27) | $ 0.20 | ||
Diluted net (loss) income per common share (USD per share) | $ (0.15) | $ 0.12 | $ (0.27) | $ 0.20 |
(LOSS) EARNINGS PER SHARE - Nar
(LOSS) EARNINGS PER SHARE - Narrative (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 372 | 453 | ||
Stock Based Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (shares) | 903 | 401 | 515 | 286 |
DISPOSITION (Details)
DISPOSITION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 15, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss (gain) on sale of assets | $ 0 | $ 3,355 | $ (62) | $ 3,395 | |
Disposed of by Sale | Westbrae Natural | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Goodwill from divestiture | 3,054 | ||||
Loss (gain) on sale of assets | $ 3,359 | ||||
Westbrae Natural | Disposed of by Sale | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Cash consideration | $ 7,498 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 185,160 | $ 192,007 |
Raw materials, work-in-progress and packaging | 110,116 | 118,334 |
Total inventories | $ 295,276 | $ 310,341 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | $ 520,594 | $ 537,843 |
Less: Accumulated depreciation | 247,143 | 241,518 |
Property, plant and equipment, and finance lease right of use asset, net | 273,451 | 296,325 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | 11,482 | 11,453 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | 56,364 | 55,354 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | 322,597 | 335,912 |
Computer hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | 53,303 | 54,192 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | 20,144 | 20,722 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | 39,785 | 49,394 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, and finance lease right of use asset, gross | $ 16,919 | $ 10,816 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation | $ 8,352 | $ 8,195 | $ 18,178 | $ 16,262 |
Long-lived asset impairment | 20,666 | $ 340 | 21,360 | 340 |
Gain on sale of undeveloped land | (62) | 3,395 | ||
North America | ||||
Property, Plant and Equipment [Line Items] | ||||
Long-lived asset impairment | $ 20,666 | 20,666 | ||
United States | ||||
Property, Plant and Equipment [Line Items] | ||||
Long-lived asset impairment | $ 340 | |||
Proceeds from sale of undeveloped land | 1,182 | |||
Gain on sale of undeveloped land | $ (68) |
LEASES - Lease Expense (Details
LEASES - Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease expenses | $ 4,796 | $ 2,238 | $ 9,374 | $ 7,213 |
Finance lease expenses | 37 | 71 | 74 | 140 |
Variable lease expenses | 190 | 169 | 372 | 349 |
Short-term lease expenses | 418 | 390 | 813 | 886 |
Total lease expenses | $ 5,441 | $ 2,868 | $ 10,633 | $ 8,588 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Leases [Abstract] | ||
Operating lease ROU assets, net | $ 91,388 | $ 95,894 |
Finance lease ROU assets, net | 247 | 289 |
Total leased assets | 91,635 | 96,183 |
Current operating liabilities | 10,598 | 10,489 |
Current finance liabilities | 85 | 83 |
Non-current operating liabilities | 86,022 | 90,014 |
Non-current finance liabilities | 179 | 222 |
Total lease liabilities | $ 96,884 | $ 100,808 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization | Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Current portion of long-term debt | Current portion of long-term debt |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Long-term debt, less current portion | Long-term debt, less current portion |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||||
Operating cash flows from operating leases | $ 8,728 | $ 8,173 | ||
Operating cash flows from finance leases | 6 | 9 | ||
Financing cash flows from finance leases | 39 | 106 | ||
ROU assets obtained in exchange for lease obligations: | ||||
Operating leases | 2,140 | (4,764) | ||
Finance leases | $ 0 | $ 60 | ||
Weighted average remaining lease term: | ||||
Operating leases | 9 years 3 months 18 days | 10 years 8 months 12 days | 9 years 3 months 18 days | 10 years 8 months 12 days |
Finance leases | 3 years 4 months 24 days | 4 years 1 month 6 days | 3 years 4 months 24 days | 4 years 1 month 6 days |
Weighted average discount rate: | ||||
Operating leases | 4.90% | 4.70% | 4.90% | 4.70% |
Finance leases | 4.50% | 4.60% | 4.50% | 4.60% |
Operating lease right of use asset decrease from modification | $ 9,375 | $ 13,876 | ||
Operating lease, liability, decrease from modification | $ 9,375 | 17,244 | ||
Gain modification of operating lease | $ 3,368 |
LEASES - Maturities of Lease Li
LEASES - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Operating leases | ||
2024 (remainder of year) | $ 7,786 | |
2025 | 14,486 | |
2026 | 13,815 | |
2027 | 13,483 | |
2028 | 13,233 | |
Thereafter | 57,832 | |
Total lease payments | 120,635 | |
Less: Imputed interest | 24,015 | |
Total lease liabilities | 96,620 | |
Finance leases | ||
2024 (remainder of year) | 47 | |
2025 | 93 | |
2026 | 68 | |
2027 | 53 | |
2028 | 25 | |
Thereafter | 0 | |
Total lease payments | 286 | |
Less: Imputed interest | 22 | |
Total lease liabilities | 264 | $ 305 |
Total | ||
2024 (remainder of year) | 7,833 | |
2025 | 14,579 | |
2026 | 13,883 | |
2027 | 13,536 | |
2028 | 13,258 | |
Thereafter | 57,832 | |
Total lease payments | 120,921 | |
Less: Imputed interest | 24,037 | |
Total lease liabilities | $ 96,884 | $ 100,808 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes In Carrying Amount Of Goodwill (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Goodwill | |
Beginning balance, goodwill | $ 938,640 |
Translation | 921 |
Ending balance, goodwill | 939,561 |
North America | |
Goodwill | |
Beginning balance, goodwill | 697,053 |
Translation | (3) |
Ending balance, goodwill | 697,050 |
International | |
Goodwill | |
Beginning balance, goodwill | 241,587 |
Translation | 924 |
Ending balance, goodwill | $ 242,511 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Components Of Trademarks And Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Amortized intangible assets: | ||
Other intangibles | $ 162,191 | $ 161,874 |
Less: Accumulated amortization | (118,379) | (114,629) |
Net amortized intangible assets | 43,812 | 47,245 |
Net other intangible assets | 295,011 | 298,105 |
Trademarks and Tradenames | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Trademarks and tradenames | 251,199 | 250,860 |
Amortized intangible assets: | ||
Accumulated impairment charges | $ 223,981 | $ 223,981 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | |
Remaining amortization period (in years) | 10 years 10 months 24 days |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 7 years |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives (in years) | 25 years |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of acquired intangibles | $ 1,509 | $ 2,785 | $ 3,464 | $ 5,573 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (remainder of year) | $ 2,836 |
2025 | 5,477 |
2026 | 5,083 |
2027 | 4,996 |
2028 | 4,113 |
2029 | $ 3,615 |
DEBT AND BORROWINGS - Component
DEBT AND BORROWINGS - Components Of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Line of Credit Facility [Line Items] | ||
Less: Unamortized issuance costs | $ (2,020) | $ (1,307) |
Other borrowings | 264 | 305 |
Long-term debt | 809,244 | 828,748 |
Short-term borrowings and current portion of long-term debt | 7,569 | 7,567 |
Long-term debt, less current portion | 801,675 | 821,181 |
Total lease liabilities | 264 | 305 |
Current finance liabilities | 85 | 83 |
Second Amendment and Restated Credit Agreement | Term loans | ||
Line of Credit Facility [Line Items] | ||
Debt, gross | 285,000 | |
Second Amendment and Restated Credit Agreement | Revolving credit facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Debt, gross | $ 526,000 | |
Amended and Restated Credit Agreement | Term loans | ||
Line of Credit Facility [Line Items] | ||
Debt, gross | 288,750 | |
Amended and Restated Credit Agreement | Revolving credit facility | Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Debt, gross | $ 541,000 |
DEBT AND BORROWINGS - Narrative
DEBT AND BORROWINGS - Narrative (Details) | 3 Months Ended | 4 Months Ended | 6 Months Ended | |||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2025 | Dec. 31, 2024 | Sep. 30, 2023 USD ($) | Aug. 22, 2023 USD ($) | Jun. 30, 2023 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||
Interest paid | $ 15,956,000 | $ 9,378,000 | $ 27,388,000 | $ 16,066,000 | ||||||
Interest Rate Swap | Cash Flow Hedging | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Notional amount | $ 400,000,000 | $ 400,000,000 | $ 400,000,000 | |||||||
Derivative fixed interest rate | 5.60% | 5.60% | 5.60% | |||||||
Line of Credit | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs, gross | $ 1,987,000 | |||||||||
Second Amendment and Restated Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | $ 1,100,000,000 | |||||||||
Debt issuance costs on revolver | $ 3,813,000 | |||||||||
Second Amendment and Restated Credit Agreement | Secured Overnight Financing Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Second Amendment and Restated Credit Agreement | Secured Overnight Financing Rate | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.125% | |||||||||
Second Amendment and Restated Credit Agreement | Secured Overnight Financing Rate | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 2% | |||||||||
Second Amendment and Restated Credit Agreement | Base Rate | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1.50% | |||||||||
Second Amendment and Restated Credit Agreement | Base Rate | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 0.125% | |||||||||
Second Amendment and Restated Credit Agreement | Base Rate | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Basis spread on variable rate | 1% | |||||||||
Second Amendment and Restated Credit Agreement | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Weighted average interest rate | 7.90% | 7.90% | 7.90% | |||||||
Weighted average interest rate, including hedge impact | 6.81% | 6.81% | 6.81% | |||||||
Second Amendment and Restated Credit Agreement | Line of Credit | Minimum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Consolidated interest coverage ratio covenant | 2.50 | |||||||||
Commitment fee percentage | 0.15% | |||||||||
Second Amendment and Restated Credit Agreement | Line of Credit | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Consolidated secured leverage ratio covenant | 5.25 | 5.25 | 5.25 | 5 | ||||||
Commitment fee percentage | 0.25% | |||||||||
Second Amendment and Restated Credit Agreement | Line of Credit | Forecast | Maximum | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Consolidated secured leverage ratio covenant | 4.25 | 5 | ||||||||
Second Amendment and Restated Credit Agreement | Term loans | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Face amount | $ 300,000,000 | |||||||||
Debt, gross | $ 285,000,000 | $ 285,000,000 | $ 285,000,000 | |||||||
Debt issuance costs on revolver | $ 1,011,000 | |||||||||
Second Amendment and Restated Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 800,000,000 | |||||||||
Debt, gross | 526,000,000 | 526,000,000 | 526,000,000 | |||||||
Debt issuance costs, gross | 3,854,000 | |||||||||
Debt issuance costs on revolver | $ 2,802,000 | |||||||||
Second Amendment and Restated Credit Agreement | Line of Credit | Revolving Credit Facility | United States | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | 440,000,000 | |||||||||
Second Amendment and Restated Credit Agreement | Line of Credit | Revolving Credit Facility | Global | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Revolving credit facility | $ 360,000,000 | |||||||||
Amended and Restated Credit Agreement | Line of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Available borrowing capacity | 270,812,000 | 270,812,000 | 270,812,000 | |||||||
Amended and Restated Credit Agreement | Letter of Credit | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Letters of credit outstanding | $ 3,188,000 | $ 3,188,000 | $ 3,188,000 | |||||||
Amended and Restated Credit Agreement | Term loans | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt, gross | 288,750,000 | |||||||||
Amended and Restated Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt, gross | 541,000,000 | |||||||||
First Amendment and Restated Credit Agreement | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs on revolver | 1,916,000 | |||||||||
First Amendment and Restated Credit Agreement | Term loans | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs on revolver | 520,000 | |||||||||
First Amendment and Restated Credit Agreement | Line of Credit | Revolving Credit Facility | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Debt issuance costs on revolver | $ 1,396,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate reconciliation (as a percent) | 25.20% | 36% | 30% | 32.60% |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | $ 980,994 | $ 1,017,907 | $ 1,041,395 | $ 1,083,168 | $ 1,017,907 | $ 1,083,168 |
Other comprehensive (loss) income before reclassifications | 26,997 | (26,603) | 53,794 | (49,978) | ||
Amounts reclassified into income | (1,399) | (2,804) | (196) | (2,484) | ||
Total other comprehensive (loss) income | 25,598 | (29,407) | 53,598 | (52,462) | (3,809) | 1,136 |
Ending balance | 995,821 | 980,994 | 1,108,641 | 1,041,395 | 995,821 | 1,108,641 |
Accumulated Other Comprehensive Loss | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (155,623) | (126,216) | (216,944) | (164,482) | (126,216) | (164,482) |
Ending balance | (130,025) | (155,623) | (163,346) | (216,944) | (130,025) | (163,346) |
Foreign Currency Translation Adjustment, Net | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | (170,961) | (138,028) | (235,374) | (168,225) | (138,028) | (168,225) |
Other comprehensive (loss) income before reclassifications | 36,536 | (32,933) | 59,674 | (67,149) | ||
Amounts reclassified into income | 0 | 0 | 0 | 0 | ||
Total other comprehensive (loss) income | 36,536 | (32,933) | 59,674 | (67,149) | ||
Ending balance | (134,425) | (170,961) | (175,700) | (235,374) | (134,425) | (175,700) |
Deferred Gains on Cash Flow Hedging Instruments, Net | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 13,342 | 10,898 | 11,112 | 519 | 10,898 | 519 |
Other comprehensive (loss) income before reclassifications | (5,806) | 4,159 | (454) | 11,360 | ||
Amounts reclassified into income | (1,801) | (1,715) | (1,411) | (767) | ||
Total other comprehensive (loss) income | (7,607) | 2,444 | (1,865) | 10,593 | ||
Ending balance | 5,735 | 13,342 | 9,247 | 11,112 | 5,735 | 9,247 |
Deferred Gains on Fair Value Hedging Instruments, Net | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 398 | 685 | 297 | 500 | 685 | 500 |
Other comprehensive (loss) income before reclassifications | (738) | 430 | (1,067) | 1,145 | ||
Amounts reclassified into income | 774 | (717) | 1,588 | (1,348) | ||
Total other comprehensive (loss) income | 36 | (287) | 521 | (203) | ||
Ending balance | 434 | 398 | 818 | 297 | 434 | 818 |
Deferred Gains (Losses) on Net Investment Hedging Instruments, Net | ||||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||||
Beginning balance | 1,598 | 229 | 7,021 | 2,724 | 229 | 2,724 |
Other comprehensive (loss) income before reclassifications | (2,995) | 1,741 | (4,359) | 4,666 | ||
Amounts reclassified into income | (372) | (372) | (373) | (369) | ||
Total other comprehensive (loss) income | (3,367) | 1,369 | (4,732) | 4,297 | ||
Ending balance | $ (1,769) | $ 1,598 | $ 2,289 | $ 7,021 | $ (1,769) | $ 2,289 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS - Compensation Cost And Related Income Tax Benefits Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Related income tax benefit | $ 398 | $ 552 | $ 854 | $ 954 |
Selling, general and administrative expenses | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 3,376 | $ 3,435 | $ 7,118 | $ 7,429 |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS - Non-Vested Restricted Stock And Restricted Share Unit Awards (Details) - RSAs, RSUs, and PSUs shares in Thousands | 6 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of Shares and Units | |
Non-vested restricted stock, restricted share units, and performance units, beginning balance (shares) | shares | 1,288 |
Granted (shares) | shares | 1,562 |
Vested (shares) | shares | (479) |
Forfeited (shares) | shares | (114) |
Non-vested restricted stock, restricted share units, and performance units, ending balance (shares) | shares | 2,257 |
Weighted Average Grant Date Fair Value (per share) | |
Non-vested restricted stock, restricted share units, and performance units beginning balance (USD per share) | $ / shares | $ 26.37 |
Granted (USD per share) | $ / shares | 12.34 |
Vested (USD per share) | $ / shares | 28.67 |
Forfeited (USD per share) | $ / shares | 25.85 |
Non-vested restricted stock, restricted share units, and performance units ending balance (USD per share) | $ / shares | $ 15.79 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS - Narrative (Details) shares in Thousands, $ in Thousands | 6 Months Ended | ||
Jan. 01, 2023 | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restructuring reserve | $ | $ 4,527 | ||
Employee Severance | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restructuring reserve | $ | $ 2,634 | ||
President And Chief Executive Officer | Employee Severance | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restructuring reserve | $ | $ 4,725 | ||
Severance costs, installment period | 2 years | ||
2024-2026 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (shares) | 576 | ||
Granted in period (in shares) | 578 | ||
2023-2025 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (shares) | 276 | ||
2022-2024 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares available for grant (shares) | 51 | ||
Performance Shares | 2024 - 2026 LTIP, 2023 – 2025 LTIP and 2022 – 2024 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested shares during the period (shares) | 15 | ||
Performance Shares | 2024-2026 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity outstanding (shares) | 576 | ||
Performance Shares | 2024-2026 LTIP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of targeted award (as a percent) | 0% | ||
Performance Shares | 2024-2026 LTIP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percent of targeted award (as a percent) | 200% | ||
Restricted Stock Units | Tranche One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based payment award, vesting percentage | 0.3333 | ||
Restricted Stock Units | Tranche Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based payment award, vesting percentage | 0.3333 | ||
Restricted Stock Units | Tranche Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share based payment award, vesting percentage | 0.3333 | ||
Restricted Stock Units | 2024 - 2026 LTIP, 2023 – 2025 LTIP and 2022 – 2024 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested shares during the period (shares) | 463 | ||
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock-based compensation expense | $ | $ 27,305 | ||
Period for recognition (in years) | 2 years 3 months 18 days | ||
Subject to Achievement | Relative TSR PSUs | 2024-2026 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested shares during the period (shares) | 384 | ||
Subject to Achievement | Absolute TSR PSUs | 2024-2026 LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vested shares during the period (shares) | 192 | ||
Vesting period (in years) | 3 years |
STOCK-BASED COMPENSATION AND _6
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS - Restricted Stock Grant Information (Details) - RSAs, RSUs, and PSUs - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of RSAs, RSUs and PSUs granted | $ 19,286 | $ 21,457 |
Fair value of shares vested | 5,081 | 3,317 |
Tax benefit recognized from restricted shares vesting | $ 650 | $ 502 |
STOCK-BASED COMPENSATION AND _7
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS - Fair Value Assumptions (Details) - 2024-2026 LTIP | 6 Months Ended |
Dec. 31, 2023 $ / shares | |
Absolute TSR PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value (per target share) | $ 12.23 |
Risk-free interest rate | 4.98% |
Expected dividend yield | 0% |
Expected volatility | 33.70% |
Expected term | 3 years |
Relative TSR PSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date fair value (per target share) | $ 15.42 |
Risk-free interest rate | 4.98% |
Expected dividend yield | 0% |
Expected volatility | 23.10% |
Expected term | 3 years |
INVESTMENTS (Details)
INVESTMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Founders Table | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 6,878 | $ 8,032 |
HHO, Hain Future, and Yeo Hiap Seng Limited | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investments | $ 4,533 | $ 4,766 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Assets: | ||
Derivative financial instruments | $ 10,127 | $ 16,988 |
Liabilities: | ||
Derivative financial instruments | 6,487 | 3,160 |
Quoted prices in active markets (Level 1) | ||
Assets: | ||
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Derivative financial instruments | 0 | 0 |
Significant other observable inputs (Level 2) | ||
Assets: | ||
Derivative financial instruments | 10,127 | 16,988 |
Liabilities: | ||
Derivative financial instruments | 6,487 | 3,160 |
Significant unobservable inputs (Level 3) | ||
Assets: | ||
Derivative financial instruments | 0 | 0 |
Liabilities: | ||
Derivative financial instruments | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived asset impairment | $ 20,666 | $ 340 | $ 21,360 | $ 340 |
United States | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-lived asset impairment | $ 340 |
DERIVATIVES AND HEDGING ACTIV_3
DERIVATIVES AND HEDGING ACTIVITIES - Narrative (Details) - Forecast $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Interest Rate Swap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Other comprehensive income (loss), cash flow hedge, reclassification | $ (4,080) |
Cross Currency Swap | Fair Value Hedging | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Other comprehensive income (loss), cash flow hedge, reclassification | $ 240 |
DERIVATIVES AND HEDGING ACTIV_4
DERIVATIVES AND HEDGING ACTIVITIES - Derivative Information (Details) € in Thousands, $ in Thousands | Dec. 31, 2023 USD ($) instrument | Dec. 31, 2023 EUR (€) instrument |
Interest Rate Swap | Cash Flow Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of instruments | instrument | 4 | 4 |
Notional amount | $ | $ 400,000 | |
Foreign currency forward contracts | Cash Flow Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of instruments | instrument | 1 | 1 |
Foreign currency forward contracts | Cash Flow Hedging | Short | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | € | € 867 | |
Foreign currency forward contracts | Cash Flow Hedging | Long | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ | $ 1,000 | |
Cross-currency swaps | Net Investment Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of instruments | instrument | 4 | 4 |
Cross-currency swaps | Net Investment Hedging | Short | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | € | € 100,300 | |
Cross-currency swaps | Net Investment Hedging | Long | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ | $ 105,804 | |
Cross-currency swaps | Fair Value Hedging | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Number of instruments | instrument | 1 | 1 |
Cross-currency swaps | Fair Value Hedging | Short | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | € | € 24,700 | |
Cross-currency swaps | Fair Value Hedging | Long | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Notional amount | $ | $ 26,021 |
DERIVATIVES AND HEDGING ACTIV_5
DERIVATIVES AND HEDGING ACTIVITIES - Fair Value Hedges (Details) - Loans Receivable - Fair Value Hedging - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Carrying Amount of the Hedged Asset | $ 27,266 | $ 26,945 |
Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset | $ 321 | $ 924 |
DERIVATIVES AND HEDGING ACTIV_6
DERIVATIVES AND HEDGING ACTIVITIES - Balance Sheet Location (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 10,127 | $ 16,988 |
Derivative liability, fair value | 6,487 | 3,160 |
Prepaid expenses and other current assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 6,442 | 8,649 |
Prepaid expenses and other current assets | Cross-currency swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 2,383 | 2,365 |
Prepaid expenses and other current assets | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 10 | |
Other noncurrent assets | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 1,292 | 5,974 |
Other noncurrent assets | Cross-currency swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 0 | 0 |
Accrued expenses and other current liabilities | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Accrued expenses and other current liabilities | Cross-currency swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Other noncurrent liabilities | Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 0 |
Other noncurrent liabilities | Cross-currency swaps | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 6,487 | $ 3,160 |
Other noncurrent liabilities | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 0 |
DERIVATIVES AND HEDGING ACTIV_7
DERIVATIVES AND HEDGING ACTIVITIES - Cash Flow Hedges and Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCL on Derivatives | $ (7,715) | $ (602) | $ (2,196) | $ 14,660 |
Interest and other financing expense, net / Other expense (income), net | 42 | 1,062 | 307 | 2,852 |
Cost of sales | 351,885 | 350,351 | 692,971 | 695,367 |
Reclassification out of Accumulated Other Comprehensive Income | Deferred Gains on Cash Flow Hedging Instruments, Net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Reclassified from AOCL into Income (Expense) | 2,393 | 1,873 | 4,675 | 2,905 |
Interest Rate Swap | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCL on Derivatives | (7,725) | (682) | (2,247) | 14,580 |
Interest Rate Swap | Reclassification out of Accumulated Other Comprehensive Income | Deferred Gains on Cash Flow Hedging Instruments, Net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest and other financing expense, net | 2,393 | 1,988 | 4,675 | 3,135 |
Cross-currency swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCL on Derivatives | 0 | 0 | 0 | 0 |
Cross-currency swaps | Reclassification out of Accumulated Other Comprehensive Income | Deferred Gains on Cash Flow Hedging Instruments, Net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest and other financing expense, net / Other expense (income), net | 0 | (115) | 0 | (230) |
Foreign currency forward contracts | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of Gain (Loss) Recognized in AOCL on Derivatives | 10 | 80 | 51 | 80 |
Foreign currency forward contracts | Reclassification out of Accumulated Other Comprehensive Income | Deferred Gains on Cash Flow Hedging Instruments, Net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Cost of sales | $ 0 | $ 0 | $ 0 | $ 0 |
DERIVATIVES AND HEDGING ACTIV_8
DERIVATIVES AND HEDGING ACTIVITIES - Pre-Tax Effect of Derivative Financial Instruments (Details) - Interest and other financing expense, net - Reclassification out of Accumulated Other Comprehensive Income - Accumulated Gain (Loss), Cash Flow Hedge, Including Noncontrolling Interest - Fair Value Hedging - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Interest Rate Swap | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain reclassified from AOCL into income | $ 2,393 | $ 1,988 | $ 4,675 | $ 3,135 |
Cross-currency swaps | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of gain reclassified from AOCL into income | $ (115) | $ (230) |
DERIVATIVES AND HEDGING ACTIV_9
DERIVATIVES AND HEDGING ACTIVITIES - Fair Value Hedges and Accumulated Other Comprehensive Loss (Details) - Cross-currency swaps - Fair Value Hedging - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of (Loss) Gain Recognized in AOCL on Derivatives | $ (981) | $ (1,416) | $ (409) | $ 122 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain Loss From Fair Value Hedges Attributable To Parent | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Interest and other financing expense, net | 123 | 123 | 247 | 246 |
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Net Gain Loss From Fair Value Hedges Attributable To Parent | Interest and other financing expense, net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of loss reclassified from AOCL into income | $ (1,028) | $ (2,107) | $ (75) | $ (296) |
DERIVATIVES AND HEDGING ACTI_10
DERIVATIVES AND HEDGING ACTIVITIES - Net Investment Hedges and Accumulated Other Comprehensive Loss (Details) - Cross-currency swaps - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of (Loss) Gain Recognized in AOCL on Derivatives | $ (3,979) | $ (5,790) | $ (1,663) | $ 479 |
Net Investment Hedging | Interest and other financing expense, net | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Amount of (Loss) Gain Recognized in AOCL on Derivatives | $ 495 | $ 495 | $ 990 | $ 990 |
TRANSFORMATION PROGRAM - Narrat
TRANSFORMATION PROGRAM - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 30,648 | $ 40,371 |
Impairment of Long-Lived Asset | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 20,666 | 20,666 |
Productivity and Transformation Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 6,869 | 13,272 |
Costs Of Goods And Services Sold | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 3,113 | $ 6,433 |
TRANSFORMATION PROGRAM - Schedu
TRANSFORMATION PROGRAM - Schedule of Restructuring Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 30,648 | $ 40,371 |
Operating Segments | North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 25,093 | 28,451 |
Operating Segments | International | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 488 | 1,083 |
Corporate and Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 5,067 | $ 10,837 |
TRANSFORMATION PROGRAM - Restru
TRANSFORMATION PROGRAM - Restructuring Activity and Liability Balances (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||
Charges | $ 30,648 | $ 40,371 |
Amounts Paid | (13,038) | |
Non-cash settlements/Adjustments | (22,806) | |
Balance at December 31, 2023 | 4,527 | 4,527 |
Employee-related costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 3,357 | |
Amounts Paid | (723) | |
Non-cash settlements/Adjustments | 0 | |
Balance at December 31, 2023 | 2,634 | 2,634 |
Contract termination costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 4,168 | |
Amounts Paid | (4,168) | |
Non-cash settlements/Adjustments | 0 | |
Balance at December 31, 2023 | 0 | 0 |
Asset write-downs | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 22,806 | |
Amounts Paid | 0 | |
Non-cash settlements/Adjustments | (22,806) | |
Balance at December 31, 2023 | 0 | 0 |
Other transformation-related expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges | 10,040 | |
Amounts Paid | (8,147) | |
Non-cash settlements/Adjustments | 0 | |
Balance at December 31, 2023 | $ 1,893 | 1,893 |
Executive Officer Succession | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance related costs | $ 1,130 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | 2 Months Ended | |||
Dec. 29, 2021 | Aug. 17, 2016 complaint | Dec. 31, 2023 complaint | Nov. 30, 2023 business | |
Loss Contingencies [Line Items] | ||||
Number of complaints | complaint | 11 | |||
Number of business acquisitions subject to SEC investigation | business | 1 | |||
Number of business dispositions subject to SEC investigation | business | 1 | |||
Securities Complaints | ||||
Loss Contingencies [Line Items] | ||||
Number of complaints | complaint | 3 | |||
Barnes Complaint | ||||
Loss Contingencies [Line Items] | ||||
Temporary stay, period after court decision | 30 days |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 6 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Number of operating segments | 2 |
SEGMENT INFORMATION - Segment D
SEGMENT INFORMATION - Segment Data (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 454,100 | $ 454,208 | $ 879,129 | $ 893,559 |
Adjusted EBITDA | 47,126 | 49,817 | 71,216 | 85,846 |
Depreciation and amortization | (11,197) | (12,155) | (23,502) | (24,125) |
Equity in net loss of equity-method investees | (907) | (316) | (1,405) | (698) |
Interest expense, net | (15,333) | (10,379) | (27,956) | (17,658) |
Benefit (provision) for income taxes | 4,249 | (6,357) | 9,628 | (8,988) |
Stock-based compensation, net | (3,376) | (3,435) | (7,118) | (7,429) |
Unrealized currency gains (losses) | 194 | (2,160) | 159 | (449) |
Certain litigation expenses, net | (2,091) | (2,482) | (3,615) | (4,945) |
Acquisitions, divestitures and other | ||||
Transaction and integration costs, net | (109) | (402) | (227) | (1,769) |
Gain (loss) on sale of assets | 0 | 3,355 | (62) | 3,395 |
Impairment charges | ||||
Long-lived asset impairment | (20,666) | (340) | (21,360) | (340) |
Inventory write-downs related to exited categories | (1,443) | 0 | (1,443) | 0 |
Net (loss) income | (13,535) | 10,966 | (23,911) | 17,889 |
Productivity and transformation costs | ||||
Restructuring activities | ||||
Restructuring activities | (6,869) | (986) | (13,272) | (1,759) |
Plant closure related costs, net | ||||
Restructuring activities | ||||
Restructuring activities | (2,302) | (53) | (4,143) | (51) |
Warehouse/manufacturing consolidation and other costs, net | ||||
Restructuring activities | ||||
Restructuring activities | (811) | 1,972 | (811) | 1,972 |
CEO succession | ||||
Restructuring activities | ||||
Restructuring activities | 0 | (5,113) | 0 | (5,113) |
North America | ||||
Impairment charges | ||||
Long-lived asset impairment | (20,666) | (20,666) | ||
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 454,100 | 454,208 | 879,129 | 893,559 |
Adjusted EBITDA | 57,187 | 57,752 | 93,352 | 103,480 |
Operating Segments | North America | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 267,671 | 282,361 | 527,725 | 570,757 |
Adjusted EBITDA | 31,218 | 38,510 | 49,945 | 69,291 |
Operating Segments | International | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 186,429 | 171,847 | 351,404 | 322,802 |
Adjusted EBITDA | 25,969 | 19,242 | 43,407 | 34,189 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ (10,061) | $ (7,935) | $ (22,136) | $ (17,634) |
SEGMENT INFORMATION - Net Sales
SEGMENT INFORMATION - Net Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 454,100 | $ 454,208 | $ 879,129 | $ 893,559 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 239,324 | 255,056 | 469,983 | 514,564 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 138,628 | 123,578 | 259,679 | 232,738 |
Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 47,801 | 48,268 | 91,725 | 90,063 |
Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 28,347 | $ 27,306 | $ 57,742 | $ 56,194 |