Document/ExhibitDescriptionPagesSize 1: 10-K Annual Report HTML 3.09M
3: EX-10.11 Material Contract HTML 68K
2: EX-10.8 Material Contract HTML 47K
4: EX-21.1 Subsidiaries List HTML 51K
5: EX-23.1 Consent of Expert or Counsel HTML 36K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 38K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
15: R1 Cover HTML 97K
16: R2 Audit Information HTML 39K
17: R3 Consolidated Balance Sheets HTML 146K
18: R4 Consolidated Balance Sheets (Parenthetical) HTML 56K
19: R5 Consolidated Statements of Operations HTML 146K
20: R6 Consolidated Statements of Comprehensive Income HTML 109K
(Loss)
21: R7 Consolidated Statement of Stockholders' Equity HTML 125K
22: R8 Consolidated Statement of Stockholders' Equity HTML 36K
(Parenthetical)
23: R9 Consolidated Statement of Cash Flows HTML 157K
24: R10 Description of Business and Basis of Presentation HTML 44K
25: R11 Summary of Significant Accounting Policies and HTML 85K
Practices
26: R12 Earnings (Loss) Per Share HTML 54K
27: R13 Acquisitions and Dispositions HTML 87K
28: R14 Inventories HTML 40K
29: R15 Property, Plant and Equipment, Net HTML 51K
30: R16 Leases HTML 187K
31: R17 Goodwill and Other Intangible Assets HTML 70K
32: R18 Accrued Expenses and Other Current Liabilities HTML 43K
33: R19 Debt and Borrowings HTML 63K
34: R20 Income Taxes HTML 153K
35: R21 Stockholders' Equity HTML 68K
36: R22 Stock-Based Compensation and Incentive Performance HTML 105K
Plans
37: R23 Investments HTML 38K
38: R24 Financial Instruments Measured at Fair Value HTML 75K
39: R25 Derivatives and Hedging Activities HTML 170K
40: R26 Termination Benefits Related to Productivity and HTML 45K
Transformation Initiatives
41: R27 Commitments and Contingencies HTML 57K
42: R28 Defined Contribution Plans HTML 41K
43: R29 Segment Information HTML 90K
44: R30 Related Party Transactions HTML 39K
45: R31 Schedule II - Valuation and Qualifying Accounts HTML 65K
46: R32 Summary of Significant Accounting Policies and HTML 143K
Practices (Policies)
47: R33 Summary of Significant Accounting Policies and HTML 37K
Practices (Tables)
48: R34 Earnings (Loss) Per Share (Tables) HTML 52K
49: R35 Acquisitions and Dispositions (Tables) HTML 80K
50: R36 Inventories (Tables) HTML 41K
51: R37 Property, Plant and Equipment, Net (Tables) HTML 47K
52: R38 Leases (Tables) HTML 130K
53: R39 Goodwill and Other Intangible Assets (Tables) HTML 82K
54: R40 Accrued Expenses and Other Current Liabilities HTML 43K
(Tables)
55: R41 Debt and Borrowings (Tables) HTML 57K
56: R42 Income Taxes (Tables) HTML 152K
57: R43 Stockholders' Equity (Tables) HTML 59K
58: R44 Stock-Based Compensation and Incentive Performance HTML 90K
Plans (Tables)
59: R45 Financial Instruments Measured at Fair Value HTML 69K
(Tables)
60: R46 Derivatives and Hedging Activities (Tables) HTML 171K
61: R47 Termination Benefits Related to Productivity and HTML 42K
Transformation Initiatives (Tables)
62: R48 Segment Information (Tables) HTML 93K
63: R49 Description of Business and Basis of Presentation HTML 37K
(Details)
64: R50 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 39K
PRACTICES - Revenue Recognition (Details)
65: R51 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 43K
PRACTICES - Valuation of Accounts and Chargebacks
Receivable and Concentration of Credit Risk
(Details)
66: R52 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 52K
PRACTICES - PPE Useful Life (Details)
67: R53 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND HTML 48K
PRACTICES - Narrative (Details)
68: R54 Earnings (LOSS) PER SHARE - Computation of Basic HTML 65K
and Diluted Earnings Per Share (Details)
69: R55 Earnings (LOSS) PER SHARE - Narrative (Details) HTML 41K
70: R56 ACQUISITIONS AND DISPOSITIONS - Narrative HTML 117K
(Details)
71: R57 ACQUISITIONS AND DISPOSITIONS - Assets Acquired HTML 67K
and Liabilities Assumed (Details)
72: R58 ACQUISITIONS AND DISPOSITIONS - Pro Forma HTML 49K
Information (Details)
73: R59 ACQUISITIONS AND DISPOSITIONS - Tilda Statement of HTML 75K
Operations (Details)
74: R60 ACQUISITIONS AND DISPOSITIONS - Hain Pure Protein HTML 55K
Statement of Operations (Details)
75: R61 Inventories (Details) HTML 40K
76: R62 Property, Plant and Equipment, Net (Details) HTML 58K
77: R63 Property, Plant and Equipment, Net - Narrative HTML 65K
(Details)
78: R64 LEASES - Lease Expense (Details) HTML 54K
79: R65 LEASES - Supplemental Balance Sheet Information HTML 58K
(Details)
80: R66 LEASES - Other Information (Details) HTML 65K
81: R67 LEASES - Maturities of Lease Liabilities (Details) HTML 91K
82: R68 GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in HTML 52K
Carrying Amount of Goodwill (Details)
83: R69 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 84K
(Details)
84: R70 GOODWILL AND OTHER INTANGIBLE ASSETS - Components HTML 48K
of Other Intangible Assets (Details)
85: R71 GOODWILL AND OTHER INTANGIBLE ASSETS - Expected HTML 45K
Amortization Expense Over Next Five Fiscal Years
(Details)
86: R72 Accrued Expenses and Other Current Liabilities HTML 45K
(Details)
87: R73 DEBT AND BORROWINGS - Components of Debt (Details) HTML 61K
88: R74 DEBT AND BORROWINGS - Credit Agreement (Details) HTML 98K
89: R75 DEBT AND BORROWINGS - Maturities of Debt HTML 55K
Instruments (Details)
90: R76 INCOME TAXES - Components of Income Before Income HTML 42K
Taxes (Details)
91: R77 INCOME TAXES - Provision for Income Taxes HTML 62K
(Details)
92: R78 INCOME TAXES - Narrative (Details) HTML 65K
93: R79 INCOME TAXES - Reconciliation of Expected Income HTML 115K
Taxes (Details)
94: R80 INCOME TAXES - Components of Deferred Tax Assets HTML 69K
and Liabilities (Details)
95: R81 INCOME TAXES - Changes in Valuation Allowances HTML 47K
(Details)
96: R82 INCOME TAXES - Unrecognized Tax Benefits Activity HTML 44K
(Details)
97: R83 STOCKHOLDERS' EQUITY - Narrative (Details) HTML 59K
98: R84 STOCKHOLDERS' EQUITY - Accumulated Other HTML 65K
Comprehensive Loss (Details)
99: R85 Stock-Based Compensation and Incentive Performance HTML 171K
Plans (Narrative) (Details)
100: R86 Stock-Based Compensation and Incentive Performance HTML 59K
Plans (Non-Vested Restricted Stock And Restricted
Share Unit Awards) (Details)
101: R87 Stock-Based Compensation and Incentive Performance HTML 42K
Plans (Restricted Stock Grant Information)
(Details)
102: R88 Stock-Based Compensation and Incentive Performance HTML 58K
Plans (Weighted Average Assumptions Long-Term
Incentive Program) (Details)
103: R89 Stock-Based Compensation and Incentive Performance HTML 48K
Plans (Weighted Average Assumptions CEO Inducement
Grant) (Details)
104: R90 Stock-Based Compensation and Incentive Performance HTML 45K
Plans (Compensation Cost And Related Income Tax
Benefits Recognized) (Details)
105: R91 Investments (Details) HTML 45K
106: R92 FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE - HTML 57K
Assets and Liabilities Measured at Fair Value on a
Recurring Basis (Details)
107: R93 DERIVATIVES AND HEDGING ACTIVITIES - Derivative HTML 70K
Information (Details)
108: R94 DERIVATIVES AND HEDGING ACTIVITIES - Balance Sheet HTML 42K
Related to Cumulative Basis Adjustment for Fair
Value Hedges (Details)
109: R95 DERIVATIVES AND HEDGING ACTIVITIES - Balance Sheet HTML 52K
Location (Details)
110: R96 DERIVATIVES AND HEDGING ACTIVITIES - Cash Flow HTML 76K
Hedges and Accumulated Other Comprehensive Gain
(Loss) (Details)
111: R97 DERIVATIVES AND HEDGING ACTIVITIES - Pre-Tax HTML 82K
Effect of Derivative Financial Instruments
(Details)
112: R98 DERIVATIVES AND HEDGING ACTIVITIES - Net HTML 44K
Investment Hedges and Accumulated other
Comprehensive Loss (Details)
113: R99 DERIVATIVES AND HEDGING ACTIVITIES - Not HTML 40K
Designated as Hedging Instruments and Consolidated
Statement of Operations (Details)
114: R100 Termination Benefits Related to Productivity and HTML 46K
Transformation Initiatives (Details)
115: R101 Commitments and Contingencies (Details) HTML 46K
116: R102 Defined Contribution Plans (Details) HTML 45K
117: R103 SEGMENT INFORMATION - Narrative (Details) HTML 38K
118: R104 SEGMENT INFORMATION - Segment Data (Details) HTML 75K
119: R105 SEGMENT INFORMATION - Net Sales (Details) HTML 54K
120: R106 SEGMENT INFORMATION - Long-lived Assets (Details) HTML 42K
121: R107 Related Party Transactions (Details) HTML 46K
122: R108 Schedule II - Valuation and Qualifying Accounts HTML 53K
(Details)
123: R9999 Uncategorized Items - hain-20220630.htm HTML 55K
126: XML IDEA XML File -- Filing Summary XML 241K
124: XML XBRL Instance -- hain-20220630_htm XML 3.84M
125: EXCEL IDEA Workbook of Financial Reports XLSX 261K
11: EX-101.CAL XBRL Calculations -- hain-20220630_cal XML 420K
12: EX-101.DEF XBRL Definitions -- hain-20220630_def XML 1.14M
13: EX-101.LAB XBRL Labels -- hain-20220630_lab XML 2.75M
14: EX-101.PRE XBRL Presentations -- hain-20220630_pre XML 1.76M
10: EX-101.SCH XBRL Schema -- hain-20220630 XSD 269K
127: JSON XBRL Instance as JSON Data -- MetaLinks 682± 1.07M
128: ZIP XBRL Zipped Folder -- 0000910406-22-000056-xbrl Zip 954K
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
iYes ☒ No ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐iNo ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
iYes ☒ No ☐
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
iYes ☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check
mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.i☒
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No i☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the
closing price of the registrant’s common stock, as quoted by The Nasdaq Stock Market LLC on December 31,
2021, the last business day of the registrant’s most recently completed second fiscal quarter, was $i3,875,927,081.
As of August 18, 2022, there were i89,299,252
shares outstanding of the registrant’s Common Stock, par value $0.01 per share.
iPortions of The Hain Celestial Group, Inc. Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated by reference
into Part III of this Annual Report on Form 10-K.
This Annual Report on Form 10-K for the fiscal year ended June 30, 2022(the “Form 10-K”) contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of The Hain Celestial Group, Inc. (collectively with its subsidiaries, the “Company,”“Hain Celestial,”“we,”“us” or “our”) may differ materially from those expressed or implied by such
forward-looking statements. The words “believe,”“expect,”“anticipate,”“may,”“should,”“plan,”“intend,”“potential,”“will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition; foreign exchange rates; our strategic initiatives, business strategy, supply chain, brand portfolio, pricing actions and product performance; current or future macroeconomic trends; and future corporate acquisitions or dispositions.
Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: challenges and uncertainty resulting from the impact of competition; our ability to manage our supply chain effectively;
input cost inflation; supply chain disruptions, cybersecurity risks and other risks arising from the Russia-Ukraine war; disruption of operations at our manufacturing facilities; reliance on independent contract manufacturers; challenges and uncertainty resulting from the COVID-19 pandemic; changes to consumer preferences; customer concentration; reliance on independent distributors; the availability of natural and organic ingredients; risks associated with our international sales and operations; risks associated with outsourcing arrangements; our ability to execute our cost reduction initiatives and related strategic initiatives; our ability to identify and complete acquisitions or divestitures and our level of success in integrating acquisitions; our reliance on independent certification for a number of our products; the reputation of our
Company and our brands; our ability to use and protect trademarks; general economic conditions; foreign currency exchange risk; the United Kingdom’s exit from the European Union; cybersecurity incidents; disruptions to information technology systems; the impact of climate change; liabilities, claims or regulatory change with respect to environmental matters; potential liability if our products cause illness or physical harm; the highly regulated environment in which we operate; pending and future litigation; compliance with data privacy laws; compliance with our credit agreement; the discontinuation of LIBOR; our ability to issue preferred stock; the adequacy of our insurance coverage; impairments in the carrying value of goodwill or other intangible assets; and other risks and matters described in Part I, Item 1A, “Risk Factors” and elsewhere in this Form 10-K as well as in other reports that we file in the future.
We
undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.
The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” and herein referred to as “Hain Celestial,”“we,”“us” and “our”), was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet. 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 in over 75 countries worldwide.
The Company manufactures, markets, distributes
and sells organic and natural products providing consumers with the opportunity to lead A Healthier Way of Life®. The Company’s food and beverage brands include Celestial Seasonings®, Clarks™, Cully & Sully®, Earth’s Best®, Ella’s Kitchen®, Frank Cooper’s®, Garden of Eatin’®, Hartley’s®, Health Valley®, Imagine®, Joya®, Lima®,
Linda McCartney’s® (under license), MaraNatha®, Natumi®, New Covent Garden Soup Co.®, ParmCrisps®,Robertson’s®, Rose’s® (under license), Sensible Portions®, Spectrum®, Sun-Pat®, Terra®, The Greek Gods®, Thinsters®, Yorkshire Provender®
and Yves Veggie Cuisine®. The Company’s personal care brands include Alba Botanica®, Avalon Organics®, JASON®, Live Clean®, and Queen Helene®.
Acquisition
On December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively doing business as "That's How
We Roll" ("THWR"), the producer and marketer of ParmCrisps® and Thinsters®. See Note 4, Acquisitions and Dispositions, for details.
Discontinued Operations
The Company completed the sale of the former Tilda operating segment and the Hain Pure Protein reportable segment; these dispositions represented strategic shifts that had a major impact on the Company’s operations and financial results. Accordingly, the Company is presenting the operating results and cash flows of the Tilda operating
segment and the Hain Pure Protein reportable segment within discontinued operations in the prior periods (see Note 4, Acquisitions and Dispositions, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K). All footnotes exclude discontinued operations unless otherwise noted.
Environmental, Social and Governance
We are focused on growing our business sustainably by delivering long-term value for our customers, suppliers, stockholders, employees and the communities where we live and work. As part of our vision to maximize stakeholder value, we are committed to incorporating environmental, social and related governance (“ESG”) principles into our business strategies and organizational culture.
The “Healthier Way” framework (Healthier Planet, Products, and People) set out in our most recent ESG Report (available at hain.com/company/impact) provides our guiding principles for ESG initiatives.
Our ESG Reports and the other information available at hain.com/company/impact are not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any of our other filings made with the Securities and Exchange Commission (the “SEC”).
Human Capital Resources
As of June 30, 2022, we had approximately 3,078 employees, with approximately
49% located in North America and approximately 51% located outside of North America. Approximately 65% of our employees in North America and approximately 60% of our employees outside of North America were based in our production facilities. Substantially all of our employees are full-time, permanent employees.
Our employees are critical to our success. The following programs, initiatives and principles encompass some of the human capital objectives and measures that we focus on in managing our business and in seeking to attract and retain a talented workforce.
Our
Culture and Our Vision, Mission and Values
Our culture is shaped by our vision, mission and values. Our vision is to inspire healthier living for all. To achieve this aspiration, our mission is to build enduring health and wellness brands that are known and loved by consumers and enrich the lives of employees and all of our stakeholders. We live by our values of teamwork, integrity and entrepreneurship – we think and act with a broad company perspective, we do the right thing, and we think in an innovative way and challenge the status quo.
Diversity and Inclusion
People have always been our greatest asset. They are the very heart of our Company, and we believe
everyone should feel encouraged, respected and welcomed in our workplace.
Diversity and inclusion drives success, and we believe that our employees’ diverse backgrounds and experiences are essential to helping us all to continue to thrive internally and deliver innovative products to our customers. We promote fairness by practicing equal opportunity in all decisions about hiring, compensation, training, promotions and every other aspect of employment.
We maintain a Diversity & Inclusion (“D&I”) Council in North America to create and foster a workplace that reflects and contributes to the diverse, global communities in which we do business. We are continuing to work to build our D&I efforts into recruitment, retention and internal mobility.
As
of June 30, 2022, our global workforce was 59% male and 41% female. In the United States, on an employee self-reported basis, the racial/ethnic composition of our workforce was approximately 42% Hispanic or Latino, 38% White, 12% Black or African American, 5% Asian and 3% other. We make additional workforce demographic data available at hain.com/impact. The information available at hain.com/impact is not a part of this Form 10-K or incorporated into any of our other filings made with the SEC.
Employee Health and Safety
Employee safety is always front and center. We invest in the health, safety, development and
well-being of our employees. In an effort to ensure workplace safety, we train employees on how to follow our detailed, written safety standards and procedures, and the law, and to watch for and report anything potentially harmful. Our safety key performance indicators are reviewed weekly, monthly and annually to ensure quick feedback and to address safety issues as soon as they arise.
Learning and Development
We offer a number of programs that help our employees progress in their careers. These programs include access to online learning and development tools as well as many additional local initiatives across our global locations to support employees on their career paths and develop leadership qualities and career skills in our global workforce.
Benefits
Our
employee benefits vary by region but generally include:
•Medical, Dental, and Vision Benefits;
•Retirement Savings and Pension Plans;
•Commuter Benefits;
•Wellness Initiatives;
•Tuition Reimbursement; and
•Paid Parental Leave including births, adoptions or placements of foster children.
Employee Satisfaction and Engagement
We aim to foster a culture of open communications and have implemented a global systematic employee
engagement process in which employees are surveyed periodically. Our Executive Leadership Team regularly reviews the results and considers and implements action items to address areas that need improvement. We have additional regional programs and policies in place to
encourage open communications with management and Human Resources about employees’ ideas, concerns and how they are doing.
Products
Our
brand portfolio focuses on growing global brands in categories where we believe we have the most potential. We continuously evaluate our existing products for quality, taste, nutritional value and cost and make improvements where possible. Conversely, we discontinue products or stock keeping units (“SKUs”) when sales of those items do not warrant further production. The categories we have identified are called Turbocharge, Targeted Investment, Fuel and Simplify:
•The Turbocharge brands are leading-share brands in what we believe to be very high-growth categories. The Turbocharge brands are made up of snacks as well as plant-based meat and non-dairy beverages. Our snacks businesses include brands both within the United States and in our International segment (“International”), while our meat and dairy
alternatives businesses are concentrated outside the United States. Our snack products include a variety of potato, root vegetable and other exotic vegetable chips, straws, tortilla chips, whole grain chips, pita chips and puffs. The Turbocharge brands accounted for approximately 39% of our consolidated net sales in fiscal 2022, 36% in fiscal 2021 and 32% in fiscal 2020.
•The Targeted Investment brands are made up of leading-share brands in lower-growth categories. To date, we have demonstrated our ability to drive market share and reinvigorate these categories, and we expect that we can continue to do this in the future. The Targeted Investment brands are made up of tea, baby, yogurt, and personal care products. The Targeted Investment brands accounted for approximately 35% of our consolidated net sales in fiscal
2022, 34% in fiscal 2021 and 32% in fiscal 2020.
•The Fuel brands are stable brands that will be leveraged to fuel investment in the Turbocharge and Targeted Investment categories. Fuel brands are made up of premium pantry brands with scale, in categories such as soup, cooking oils and nut butters. The Fuel brands accounted for approximately 21% of our consolidated net sales in fiscal 2022, 20% in fiscal 2021 and 19% in fiscal 2020.
•The Simplify brands are subscale declining businesses that we believe have limited long-term potential for the Company, and therefore will be managed
for profit until they are potentially divested, likely over the course of the next several years. Simplify brands accounted for approximately 5% of our consolidated net sales in fiscal 2022, 10% in fiscal 2021 and 17% in fiscal 2020.
We refer to the Turbocharge brands and Targeted Investment brands together as our Growth brands.
Seasonality
Certain of our product lines have seasonal fluctuations in demand. Hot tea, hot-eating desserts and soup sales are stronger in colder months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer months. As such, our results of operations
and our cash flows for any particular quarter are not indicative of the results we expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations. In recent years, net sales and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters.
Working Capital
For information relating to our cash flows from operations and working capital items, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.
Segments
Our
organization structure consists of two geographic based reportable segments: North America and International. Our North America reportable segment consists of the United States and Canada as operating segments. The International reportable segment is made of three operating segments: United Kingdom, Ella’s Kitchen UK and Europe. This structure is in line with how our Chief Operating Decision Maker assesses our performance and allocates resources.
We use segment net sales and operating income to evaluate performance and to allocate resources. We believe these measures are most relevant in order to analyze segment results and trends. Segment operating income excludes certain general corporate
expenses (which are a component of selling, general and administrative expenses), impairment and acquisition related expenses, restructuring, integration and other charges.
The following table presents the Company’s net sales by reportable segment for the fiscal years ended June 30, 2022, 2021 and 2020 (amounts in thousands, other than percentages):
Our products are sold throughout the United States. Our customer base consists principally of specialty and natural food distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores. Our products are sold through a combination of direct salespeople, brokers and distributors. We believe that our direct salespeople combined with brokers and distributors provide an effective means of reaching a broad and diverse customer base. Brokers act as agents for us within designated territories and receive commissions. A portion of our direct sales force is organized into dedicated teams to serve our significant customers.
A significant
portion of the products marketed by us are sold through independent distributors. Food distributors purchase products from us for resale to retailers.
The brands sold by the United States operating segment include:
Turbocharge
The Turbocharge brands are leading-share brands in what we believe to be very high-growth categories and they include snacks. Our snack food products include Sensible Portions® snack products including Garden Veggie Straws®, Garden Veggie Chips and Apple Straws®,Terra®
varieties of root vegetable chips, potato chips, and other exotic vegetable chips, Garden of Eatin’® tortilla chips, and ParmCrisps®.
Targeted Investment
The Targeted Investment brands are made up of leading-share brands in lower-growth categories and they include tea, baby food, yogurt, and personal care.
Our tea products are marketed under the Celestial Seasonings® brand and include more than 100 varieties of herbal, green, black, wellness, rooibos and chai teas, with well-known names and products such as Sleepytime®,
Lemon Zinger®, Red Zinger®,Cinnamon Apple Spice, Bengal Spice®, Country Peach Passion® and Tea Well®.
Baby food products include infant and toddler formula, infant cereals, jarred baby food, baby food pouches, snacks and frozen toddler and kids’ foods under the Earth’s Best® and Earth’s Best Sesame Street (under license) brands.
Yogurt products include The Greek Gods® Greek-style yogurt products.
Our
personal care products include hand, skin, hair and oral care products, sun care products and deodorants under the Alba Botanica®, Avalon Organics®, JASON® and Queen Helene® brands.
Fuel and Simplify
The Fuel brands are stable brands that will be leveraged to fuel investment in the Turbocharge and Targeted Investment categories. Fuel brands are made up of premium pantry brands with scale, in categories such as soup, cooking oils and nut butters. The Simplify brands are subscale declining businesses that have limited long-term
potential for the Company, and therefore will be managed for profit until they are potentially divested, likely over the course of the next several years. Fuel and Simplify brands include the following: Spectrum® culinary oils, vinegars and condiments, Spectrum Essentials® nutritional oils
and supplements, MaraNatha® nut butters, Imagine®
broths, soups and gravies, Hain Pure Foods® condiments, Health Valley® cereal bars and soups, and Hollywood® oils.
Canada
Our products are sold throughout Canada. Our customer base consists principally of grocery supermarkets, mass merchandisers, club stores, natural food distributors, personal care distributors, drug store chains and food service distributors. Our products are sold through our own retail direct sales force. We also utilize third-party brokers who receive commissions and sell to food service and retail customers. We utilize a third-party merchandising team for retail execution. As in the United States, a portion of the products marketed by us
are sold through independent distributors.
The brands sold in our Canada operating segment include Yves Veggie Cuisine® refrigerated and frozen meat-alternative products, vegetables and lentils, Earth’s Best® infant formula, MaraNatha® nut butters, Spectrum® cooking and culinary oils, Imagine® aseptic soups, The Greek Gods® Greek-style yogurt and Robertson’s® marmalades. Other food brands include Celestial Seasonings® teas, Terra® chips and Sensible Portions®
snack products. Our personal care products include skin, hair and oral care products, sun care products and deodorants under the Alba Botanica®, Avalon Organics®, JASON®, and Live Clean® brands.
International Segment:
United Kingdom
In the United Kingdom, our products include soups, plant-based and meat-free products, as well as ambient products such as jams, fruit spreads, jellies, honey, marmalades, nut butters, sweeteners, syrups and dessert sauces.
The products sold by our United
Kingdom operating segment include New Covent Garden Soup Co.® and Yorkshire Provender® chilled soups, private label and Farmhouse Fare™ hot-eating desserts, Linda McCartney’s® (under license) chilled and frozen plant-based meals, Hartley’s® jams, fruit spreads and jellies, Sun-Pat® nut butters, Clarks™ natural sweeteners and Robertson’s®, Frank Cooper’s® and Rose’s® (under license) marmalades. We also provide a comprehensive range of private label products to many retailers, convenience stores and food service providers in the following categories: fresh
soup, chilled desserts, meat-free meals and ambient grocery products.
Our products are principally sold throughout the United Kingdom and Ireland, but are also sold in other parts of the world. Our customer base consists principally of retailers, convenience stores, food service providers, business to business, natural food and ethnic specialty distributors, club stores and wholesalers.
Ella’s Kitchen UK
Ella's Kitchen UK is a manufacturer and distributor of premium organic infant and toddler foods under the Ella's Kitchen® brand. Our products are mostly sold in grocery stores and organic food stores throughout the United Kingdom and Europe.
Europe
Our
products sold by the Europe operating segment include, among others, products sold under the Joya®, Lima® and Natumi® brands. The Lima® brand includes a wide range of organic products such as soy sauce, plant-based beverages and grain cakes, as well as grains, pasta, cereals, miso, snacks, sweeteners, spreads, soups and condiments. Our Natumi® brand includes plant-based beverages, including rice, soy, oat and spelt. Our Joya® brand includes soy, oat, rice and nut-based drinks as well as plant-based yogurts, desserts, creamers and tofu. We also sell our Hartley’s® jams, fruit spreads and jellies, Terra®varieties of root vegetable and potato chips, Celestial Seasonings®teas, Linda McCartney’s® (under license) chilled and frozen plant-based meals, Cully & Sully® chilled soups and ready meals, and private label products in Europe.
Our products are sold in grocery stores and organic food stores throughout Europe, the Middle East and India. Our products are sold using our own direct sales force and local distributors.
Customers
Walmart Inc. and its affiliates together accounted for approximately 15%, 11%
and 12% of our consolidated sales for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, which were primarily related to the United States, Canada and United Kingdom operating segments. No other customer accounted for at least 10% of our net sales in any of the past three fiscal years.
We sell our products to customers in more
than 75 countries. Sales outside of the United States represented approximately 45%, 52% and 51% of our consolidated net sales in fiscal 2022, 2021 and 2020, respectively.
Marketing
We aim to meet the consumer at multiple points in their journey, both pre-shop and during purchase, both in-store and online. We use a combination of trade and consumer advertising and promotion. Trade advertising and promotion includes placement fees, cooperative advertising, feature advertising in distribution catalogs and in-store merchandising in prominent and secondary locations.
Consumer
advertising and promotion is used to build brand awareness and equity, drive trial to bring in new consumers and increase consumption. Paid social and digital advertising and public relations programs are the main drivers of brand awareness. Trial and conversion tactics include, but are not limited to, product search on Google and e-commerce sites, digital coupons, product sampling, direct mail and e-consumer relationship programs. Additionally, brand specific websites and social media pages are used to engage consumers with lifestyle, product and usage information related to specific brands.
We also utilize partnerships to help create awareness and advocacy. We partner with various influencers to help increase brand reach and relevance. For example, one of our personal care brands,
Alba Botanica®, had a full year partnership with USA Olympic and World Tour Surfer, Caroline Marks. Also, our Earth’s Best® brand has an agreement with PBS Kids and Sesame Workshop in the United States, leveraging popular characters for on and off packaging communications.
New Product Initiatives Through Research and Development
Innovation, including new product development, is a key component of our growth strategy. We continuously seek to understand our consumers and develop products that address their desire for organic, natural and better-for-you alternatives to conventional packaged foods
and personal care products. We have a demonstrated track record of extending our product offerings into other product categories. A team of professional product developers, including microbiologists, nutritionists, food scientists, chefs and chemists, work to develop products to meet changing consumer needs. Our research and development staff incorporates product ideas from all areas of our business in order to formulate new products. In addition to developing new products, the research and development staff routinely reformulates and improves existing products based on advances in ingredients, packaging and technology. In addition to our Company-sponsored research and development activities, in order to quickly and economically introduce our new products to market, we may partner with contract
manufacturers that make our products according to our formulas or other specifications. The Company also partners with certain customers from time to time on exclusive customer initiatives. The Company’s research and development expenditures do not include the expenditures on such activities undertaken by co-packers and suppliers who develop numerous products on behalf of the Company and on their own initiative with the expectation that the Company will accept their new product ideas and market them under the Company’s brands.
Production
Manufacturing
During
fiscal 2022, 2021 and 2020, approximately 51%, 61% and 59%, respectively, of our revenue was derived from products manufactured at our own facilities.
Our North America reportable segment operates the following manufacturing facilities:
•Boulder, Colorado, which produces Celestial Seasonings® teas;
•Mountville, Pennsylvania, which produces Sensible Portions® and Terra® snack products;
•Bell, California, which produces Alba Botanica®,
Avalon Organics®, and JASON® personal care products;
•Lancaster, Pennsylvania, which produces snack products;
•York, Pennsylvania, which produces ParmCrisps®;
•Trenton, Ontario, which produces Yves Veggie Cuisine® plant-based products;
•Vancouver, British Columbia, which produces Yves Veggie Cuisine® plant-based products; and
•Mississauga, Ontario, which
produces our Live Clean® and other personal care products.
In addition to the products manufactured in our own facilities, independent third-party contract manufacturers, who are referred to in our industry as co-manufacturers or co-packers, manufacture many of our products. In general, utilizing co-packers provides us with the flexibility to produce a large variety of products and the ability to enter new categories quickly and economically. Our contract manufacturers have been selected based on their production capabilities, capitalization and their specific product category expertise, and we expect to continue to partner with them to improve and expand our product offerings. During fiscal 2022, 2021 and 2020, approximately
49%, 39% and 41%, respectively, of our sales were derived from products manufactured by co-packers. We require that our co-packers comply with allapplicable regulations and our quality and food safety program requirements, and compliance is verified through auditing and other activities. Additionally, the co-packers are required to ensure our products are manufactured in accordance with our finished goods specifications to ensure we meet customer expectations.
Suppliers of Ingredients and Packaging
Agricultural commodities and ingredients, including vegetables, fruits, oils, grains, beans, nuts, tea and herbs, spices, and dairy products, are the principal
inputs used in our food and beverage products. Plant-based surfactants, glycerin and alcohols are the main inputs used in our personal care products. Our primary packaging supplies are cartons, pouches, printed film, paper, paperboard and jars. We strive to maintain a global supplier base that provides innovative ideas and sustainable packaging alternatives.
Our raw materials and packaging materials are obtained from various suppliers around the world. The Company works with its suppliers to ensure the quality and safety of their ingredients and that such ingredients meet our specifications and comply with applicable regulations. These assurances are supported by our purchasing contracts, supplier expectations manual, supplier
code of conduct, and technical assessments, including questionnaires, scientific data, certifications, affidavits, certificates of analysis and analytical testing, where required. Our purchasers and quality team visit major suppliers around the world to procure competitively priced, quality ingredients that meet our specifications.
We maintain long-term relationships with many of our suppliers. Purchase arrangements with ingredient suppliers are generally made annually. Purchases are made through purchase orders or contracts, and price, delivery terms and product specifications vary.
Agricultural commodities and ingredients are subject to price volatility which can be caused by a variety of factors. Our input costs
began to increase significantly beginning in the latter part of fiscal 2021. That inflationary environment extended in fiscal 2022, and we expect the inflationary environment to continue throughout fiscal 2023. We attempt to mitigate the input price volatility by negotiating and entering into purchase arrangements with our suppliers and by adjusting the sale price of our products.
Competition
We operate in a highly competitive environment. Our products compete with both large conventional packaged goods companies and natural and organic packaged foods companies. Many of these competitors enjoy significantly greater resources. Large conventional packaged foods competitors include Campbell Soup Company,
Conagra Brands, Inc., Danone S.A., General Mills, Inc., The Hershey Company, The J.M. Smucker Company, Kellogg Company, Mondelez International, Inc., Nestle S.A.,
PepsiCo, Inc. and Unilever PLC. Large conventional personal care products companies with whom we compete include, but are not limited to, The Clorox Company, Colgate-Palmolive Company, Johnson & Johnson, The Procter & Gamble Company, S. C. Johnson & Son, Inc. and Unilever PLC. Certain of these large conventional packaged foods and personal care companies compete with us by selling both conventional products and natural and/or organic products. In addition
to these competitors, in each of our categories we compete with many regional and small, local niche brands. Given limited retailer shelf space and merchandising events, competitors actively support their respective brands with marketing, advertising and promotional spending. In addition, most retailers market similar items under their own private label, which compete for the same shelf space.
Competitive factors in the packaged foods industry include product quality and taste, brand awareness and loyalty, product variety, interesting or unique product names, product packaging and package design, shelf space, reputation, price, advertising, promotion and nutritional claims.
Trademarks
We
believe that brand awareness is a significant component in a consumer’s decision to purchase one product over another in the highly competitive consumer packaged goods industry. We generally register our trademarks and brand names in the United States, Canada, the European Union, and the United Kingdom and/or other foreign countries depending on the area of distribution of the applicable products. We intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs. We monitor trademark registers worldwide and take action to enforce our rights as we deem appropriate. We believe that our trademarks are significant to the marketing and sale of our products and that the inability to utilize certain of these names and marks, and/or the inability to prevent third parties from using similar names or marks, could have a material adverse effect on our business.
We
also market products under brands licensed under trademark license agreements, including Linda McCartney’s®, Rose’s®, the Sesame Street name and logo and other Sesame Workshop intellectual property on certain of our Earth’s Best® products, as well as the Paddington Bear image on certain of our Robertson’s® products.
Government Regulation
We are subject to extensive regulations in the United States by federal, state and local government authorities. In the United States, the federal agencies governing the manufacture, marketing
and distribution of our products include, among others, the Federal Trade Commission (“FTC”), the United States Food & Drug Administration (“FDA”), the United States Department of Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”) and the Occupational Safety and Health Administration (“OSHA”). Under various statutes, these agencies prescribe and establish, among other things, the requirements and standards for quality, safety and representation of our products to the consumer in labeling and advertising.
Internationally, we are subject to the laws and regulatory authorities of the foreign jurisdictions in which we manufacture and sell our products, including the Canadian Food Inspection Agency, Health Canada, Food Standards Agency in the United Kingdom, and the European Food Safety Authority.
Quality
Control
We utilize a comprehensive product safety and quality management program, which employs strict manufacturing procedures, expert technical knowledge on food safety science, employee training, ongoing process innovation, use of quality ingredients and both internal and independent auditing.
In the United States, each of our own food manufacturing facilities has a Food Safety Plan (“FSP”), which focuses on preventing food safety risks and is compliant with the requirements set forth under the Food Safety and Modernization Act (“FSMA”). In addition, each such facility has at least one Preventive Controls Qualified Individual (“PCQI”) who has successfully completed training in the development and application of risk-based preventive controls at least equivalent to that received under a standardized curriculum recognized
by the FDA.
We conduct audits of our contract manufacturers to address topics such as allergen control; ingredient, packaging and product specifications; and sanitation. Under FSMA, each of our contract manufacturers is required to have a FSP, a Hazard Analysis Critical Control Plant (“HACCP”) plan or a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.
Substantially all of our Hain-owned manufacturing sites and a significant number of our contract manufacturers are certified against a recognized standard such as the Global Food Safety Initiative (“GFSI”), which includes Safe Quality Foods (“SQF”) and British Retail Consortium (“BRC”), or ISO 9001 Quality Management Systems and ISO 22716 GMP Cosmetic and Personal Care. All facilities where our food products are manufactured are GFSI compliant. These standards are integrated product safety and quality management protocols designed specifically for the food and personal care sectors and offer a comprehensive methodology to manage product safety and quality. Certification provides an independent and external validation that a product, process or service complies with
applicable regulations and standards.
In the United States, our organic products are certified in accordance with the USDA’s National Organic Program through Quality Assurance International (“QAI”), a third-party certifying agency. For products marketed as organic outside of the United States, we use accredited certifying agencies to ensure compliance with country-specific government regulations for selling organic products or reciprocity, where available.
Many of our products are certified kosher under the supervision of accredited agencies including The Union of Orthodox Jewish Congregations and “KOF-K” Kosher Supervision.
We also work with other non-governmental organizations such as NSF International,
which developed the NSF/ANSI 305 Standard for Personal Care Products Containing Organic Ingredients and provides third-party certification through QAI for certain of our personal care products. In addition, we work with other nongovernmental organizations such as the Gluten Free Intolerance Group, Fair Trade USA, Environmental Working Group, The Skin Cancer Foundation, Coalition for Consumer Information on Cosmetics/Leaping Bunny, The Roundtable on Sustainable Palm Oil and the Non-GMO Project.
The
following information can be found, free of charge, in the “Investor Relations” section of our corporate website at ir.hain.com:
•our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC;
•our policies related to corporate governance, including our Code of Business Conduct and Ethics (“Code of Ethics”) applying to our directors, officers and employees (including our principal executive officer and principal financial and accounting officers)
that we have adopted to meet the requirements set forth in the rules and regulations of the SEC and The Nasdaq Stock Market LLC; and
•the charters of the Audit, Compensation, Corporate Governance and Nominating, and Strategy Committees of our Board of Directors.
If the Company ever were to amend or waive any provision of its Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to
satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K.
The Company may use its website as a distribution channel of material company information. Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s
investor relations website at ir.hain.com. In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting “E-mail Alerts” under the "IR Resources" section of our investor relations website. Information on the Company’s website is not incorporated by reference herein
and is not a part of this Form 10-K.
Item 1A. Risk Factors
Our business, operations and financial condition are subject to various risks and uncertainties. The most significant of these risks include those described below; however, there may be additional risks and uncertainties not presently known to us or that we currently consider immaterial. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment. These risk factors should be read in conjunction with
the other information in this Annual Report on Form 10-K and in the other documents that we file from time to time with the SEC.
Risks Related to Our Business, Operations and Industry
We operate in highly competitive geographic and product markets. Numerous brands and products compete for limited retailer shelf space, where competition is based on product quality, brand recognition, brand loyalty,
price, product innovation, promotional activity, availability and taste among other things. Retailers also market competitive products under their own private labels, which are generally sold at lower prices and compete with some of our products.
Some of our markets are dominated by multinational corporations with greater resources and more substantial operations than us. We may not be able to successfully compete for sales to distributors or retailers that purchase from larger competitors that have greater financial, managerial, sales and technical resources. Conventional food companies, including but not limited to Campbell Soup Company, Conagra Brands, Inc., Danone S. A., General Mills, Inc., The Hershey Company, The J.M. Smucker Company, Kellogg Company, Mondelez International, Inc., Nestle S.A., PepsiCo, Inc. and Unilever PLC, and conventional personal care products companies, including
but not limited to The Clorox Company, Colgate-Palmolive Company, Johnson & Johnson, The Procter & Gamble Company, S. C. Johnson & Son, Inc. and Unilever PLC, may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products or reformulating their existing products, reducing prices or increasing promotional activities. We also compete with other organic and natural packaged food brands and companies, which may be more innovative and able to bring new products to market faster and may be better able to quickly exploit and serve niche markets. As a result of this competition, retailers may take actions that negatively affect us. Consequently, we may need to increase our marketing, advertising and promotional spending to protect our existing market share, which may result in an adverse impact on our profitability.
If
we do not manage our supply chain effectively or if there are disruptions in our supply chain, our business and results of operations may be adversely affected.
The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform and efficient distribution channels. The inability of any supplier of raw materials, independent contract manufacturer or third-party distributor to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our profit margins to decrease, especially as it relates to our products that have a short shelf life. We must continuously monitor our inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand as well as having too much inventory
on hand that may reach its expiration date and become unsaleable.
We must also manage our third-party distribution, warehouse and transportation providers to ensure they are able to support the efficient distribution of our products to retailers. A disruption in transportation services could result in an inability to supply materials to our or our co-manufacturers’ facilities or finished products to our distribution centers or customers. Activity at third-party distribution centers could be disrupted by a number of factors, including labor issues, failure to meet customer standards, natural disasters or financial issues affecting the third-party providers. In particular, the Russia-Ukraine war and recent labor market shortages impacting our industry have created operating challenges in making our products available to customers and consumers,
and such challenges may persist. See “The Russia-Ukraine war could continue to cause challenges and create risks for our business.”
If we are unable to manage our supply chain efficiently and ensure that our products are available to meet consumer demand and customer orders, our sales and profitability could be materially adversely impacted.
Our future results of operations may be adversely affected by input cost inflation.
Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other inflationary pressures. Our input costs began to increase significantly beginning in the latter part of fiscal 2021. That inflationary environment extended through
fiscal 2022, and we expect the inflationary environment to continue throughout fiscal 2023.
Agricultural commodities and ingredients are subject to price volatility which can be caused by commodity market fluctuations, crop yields, seasonal cycles, weather conditions, temperature extremes and natural disasters (including due to the effects of climate change), pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, and government programs and policies among other factors. Volatile fuel costs translate into unpredictable costs for the products and services we receive from our third-party providers including, but not limited to, distribution costs for our products and packaging costs.
While we seek to offset increased input costs with a combination of price increases to our customers, purchasing strategies, cost savings initiatives and operating efficiencies, we may be unable to fully offset our increased costs or unable to do so in a timely manner. If we are unable to fully offset such cost increases, our financial results could be materially adversely affected.
The Russia-Ukraine war could continue to cause challenges and create risks for our business.
Although we have no material assets in Russia, Belarus or Ukraine, our supply chain has been, and may continue to be, adversely impacted by the Russia-Ukraine war, and we continue to face other challenges and risks arising from the war. In particular, the war
has added significant costs to existing inflationary pressures through increased fuel and raw material prices and labor costs. Further, beyond increased costs, labor challenges and other factors have led to supply chain disruptions. While, to date, we have been able to identify replacement raw materials where necessary, we have incurred increased costs in doing so. For example, the supply of sunflower oil has become constrained, compelling us to identify and procure alternative oils. The war has also negatively impacted consumer sentiment, particularly in Europe, with some consumers shifting to lower-priced products, which has affected demand for our products. Additionally, we face increased cybersecurity risks, as companies based in the United States and its allied countries have become targets of malicious cyber activity. Although we are continuing to monitor and manage the impacts of the war on our business, the war and the related economic impact could continue to
have a material adverse effect on our business and operating results.
Disruption or loss of operations at one or more of our manufacturing facilities could harm our business.
For the fiscal years ended June 30, 2022, 2021 and 2020, approximately 51%, 61% and 59%, respectively, of our sales were derived from products manufactured at our own manufacturing facilities. A disruption of or the loss of operations at one or more of these facilities, which may be caused by disease outbreaks or pandemics, labor issues, natural disasters or governmental actions, could delay or postpone production of our products, which
could have a material adverse effect on our business, results of operations and financial condition. Recent labor market shortages have impacted, and may continue to impact, operations at our manufacturing facilities.
Loss of one or more of our independent contract manufacturers could adversely affect our business.
During fiscal 2022, 2021 and 2020, approximately 49%, 39% and 41%, respectively, of our sales were derived from products manufactured at independent contract manufacturers, or co-manufacturers. In some cases, an individual co-manufacturer may produce all of our requirements for
a particular brand. We believe there are a limited number of competent, high-quality co-manufacturers in the industry, and many of our co-manufacturers produce products for other companies as well. Therefore, if we lose or need to change one or more co-manufacturers or fail to retain co-manufacturers for newly acquired or developed products or brands, production of our products may be delayed or postponed and/or the availability of some of our products may be reduced or eliminated, which could have a material adverse effect on our business, results of operations and financial condition.
The COVID-19 pandemic continues to have societal and economic effects that create challenges and uncertainty, and our business and operating results may be adversely affected if we do not manage our business effectively in response.
The
COVID-19 pandemic continues to contribute to challenging and unprecedented conditions. The impacts of the pandemic could exacerbate conditions in our other risk factors noted in this Item 1A, “Risk Factors.” Challenges exacerbated by the ongoing effects of the pandemic include but are not limited to:
•manufacturing and supply chain challenges, including labor market shortages;
•a shifting demand environment as a result of changing consumer behaviors amid uncertain economic conditions; and
•increased costs of operating our business and managing our supply chain.
If we are unable to successfully manage our business through the continued challenges and uncertainty
related to the COVID-19 pandemic, our business and operating results could be materially adversely affected.
Our growth and continued success depend upon consumer preferences for our products, which could change.
Our business is primarily focused on sales of organic, natural and “better-for-you” products which, if consumer demand for such categories were to decrease, could harm our business. During an economic downturn, factors such as increased unemployment, decreases in disposable income and declines in consumer confidence could cause a decrease in demand for our overall product set, particularly higher priced better-for-you products. As noted above, other factors can and have adversely impacted consumer demand for our products, including the Russia-Ukraine war, which has prompted consumers,
particularly in
Europe to shift to lower-priced products, affecting demand for our products. While we continue to diversify our product offerings, developing new products entails risks, and demand for our products may not continue at current levels or increase in the future. The success of our innovation and product improvement effort is affected by our ability to anticipate changes in consumers’ preferences, the level of funding that can be made available, the technical capability of our research and development staff in developing, formulating and testing product prototypes, including complying with governmental regulations,
and the success of our management in introducing the resulting improvements in a timely manner.
In addition, over the past several years, we have seen a shift in consumption towards the e-commerce channel and may see a more substantial shift in the future. Some products we sell via the e-commerce channel have lower margins than those sold in traditional brick and mortar retailers and present unique challenges in order fulfillment. If we are unsuccessful in implementing product improvements or introducing new products that satisfy the demands of consumers, our business could be harmed.
In addition, we have other product categories that are subject to evolving consumer preferences. Consumer demand could change based on a number of possible factors, including dietary habits and nutritional values, concerns
regarding the health and environmental effects of ingredients and shifts in preference for various product attributes. A significant shift in consumer demand away from our products could reduce the sales of our brands or our market share, both of which could harm our business.
A significant percentage of our sales is concentrated among a small number of customers, and consolidation of customers or the loss of a significant customer could negatively impact our sales and profitability.
Our growth and continued success depend upon, among other things, our ability to maintain and increase sales volumes with existing customers, our ability to attract new customers, the financial condition of our customers and our ability to provide products that appeal to customers at the right price.
A
significant percentage of our sales is concentrated among a small number of customers. For example, sales to Walmart Inc. and its affiliates approximated 15%, 11% and 12% of sales during the fiscal years ended June 30, 2022, 2021 and 2020, respectively. The loss of any large customer, the reduction of purchasing levels or the cancellation of any business from a large customer for an extended length of time could negatively impact our sales and profitability.
We rely on independent distributors for a substantial portion of our sales.
In our United States operating segment, we rely upon sales made by or through non-affiliated distributors to customers. Distributors purchase directly for their own
account for resale. The loss of, or business disruption at, one or more of these distributors may harm our business. If we are required to obtain additional or alternative distribution agreements or arrangements in the future, we cannot be certain that we will be able to do so on satisfactory terms or in a timely manner. Our inability to enter into satisfactory distribution agreements may inhibit our ability to implement our business plan or to establish markets necessary to successfully expand the distribution of our products.
Our future results of operations may be adversely affected by the availability of natural and organic ingredients.
Our ability to ensure a continuing supply of natural and organic ingredients at competitive prices depends on many factors beyond our control, such as the number
and size of farms that grow natural and organic crops, climate conditions, increased demand for natural and organic ingredients by our competitors, changes in national and world economic conditions, currency fluctuations and forecasting adequate need of seasonal ingredients.
The natural and organic ingredients that we use in the production of our products (including, among others, vegetables, fruits, nuts and grains) are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity, temperature extremes, wildfires, frosts, earthquakes and pestilences. Natural disasters and adverse weather conditions can lower crop yields and reduce crop size and crop quality, which in turn could reduce our supplies of natural and organic ingredients or increase the prices of those ingredients. Such natural disasters and adverse weather conditions can be caused
or exacerbated by climate change, and the spate of recent extreme weather events, including historic droughts, heatwaves, extreme cold and flooding, presents an alarming trend. If our supplies of natural and organic ingredients are reduced, we may not be able to find enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply products to our customers and adversely affect our business, financial condition and results of operations.
We also compete with other manufacturers in the procurement of natural and organic product ingredients, which may be less plentiful in the open market than conventional product ingredients. This competition may increase in the future if consumer demand for natural and organic products increases. This could cause our expenses to increase or could limit the amount
of products that we can manufacture and sell.
We are subject to risks associated with our international sales and operations, including foreign currency, compliance and trade risks.
For the fiscal years ended June 30, 2022, 2021 and 2020, approximately 45%, 52% and 51%, respectively, of our consolidated sales were generated outside the United States. Sales from
outside our U.S. markets may continue to represent a significant portion of our consolidated sales in the future.
Our non-U.S. sales and operations are subject to risks inherent in conducting business abroad, many of which are outside our control, including:
•difficulties in managing a global enterprise, including differing labor standards and design and implementation of effective control environment processes across our diverse operations and employee base;
•compliance with U.S. laws affecting operations outside of the United States, such as the U.S. Foreign Corrupt Practices Act and the Office of Foreign Assets Control trade sanction regulations and anti-boycott regulations;
•difficulties
associated with operating under a wide variety of complex foreign laws, treaties and regulations, including compliance with antitrust and competition laws, anti-modern slavery laws, anti-bribery and anti-corruption laws, data privacy laws, including the European Union General Data Protection Regulation (“GDPR”), tax laws and regulations and a variety of other local, national and multi-national regulations and laws;
•tariffs, quotas, trade barriers or sanctions, other trade protection measures and import or export licensing requirements imposed by governments that might negatively affect our sales, including, but not limited to, Canadian and European Union tariffs imposed on certain U.S. food and beverages;
•currency exchange rate fluctuations;
•pandemics,
such as COVID-19 or the flu, which may adversely affect our workforce as well as our local suppliers and customers;
•varying abilities to enforce intellectual property and contractual rights;
•periodic economic downturns and the instability of governments, including default or deterioration in the credit worthiness of local governments, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, public corruption, expropriation and other economic or political uncertainties; and
•greater risk of uncollectible accounts and longer collection cycles.
We have outsourced certain functions in our North American business to third-party service providers,
and any service failures or disruptions related to these outsourcing arrangements could adversely affect our business.
We recently completed the process of outsourcing certain functions in our North American business, including order management, billing, accounts receivable and accounts payable, to third-party service providers. We also implemented new procurement technology solutions as part of this initiative.
We face risks associated with third parties managing these functions for us. For example, we have diminished control over the quality and timeliness of the outsourced services, including the cyber security protections implemented by these third parties. As a result of these outsourcing arrangements, we may experience interruptions or delays in our order-to-cash and procure-to-pay processes, loss or theft
of sensitive data or other cyber security issues, compliance issues, challenges in maintaining and reporting financial and operational information, and increased costs to remediate any unanticipated issues that arise, any of which could materially and adversely affect our business, financial condition and results of operations.
We may not be successful in achieving savings and efficiencies from cost reduction initiatives and related strategic initiatives.
Our strategy includes identifying areas of cost savings and operating efficiencies to expand profit margins and cash flow. As part of our identification of operating efficiencies, we may continue to seek to dispose of businesses and brands that are less profitable or are otherwise less of a strategic fit within our core portfolio.
We
may not be successful in fully implementing our productivity plans or realizing our anticipated savings and efficiencies, including potentially as a result of factors outside our control. Additionally, we may not be able to identify or negotiate divestiture opportunities on terms acceptable to us. If we are unable to fully realize the anticipated savings and efficiencies of our cost reduction initiatives and related strategic initiatives, our profitability may be materially and adversely impacted.
Our business, operating results and financial condition may be adversely affected by the failure to successfully execute acquisitions or dispositions or to successfully integrate completed acquisitions.
From time to time, we evaluate potential acquisitions or dispositions that align with our strategic objectives. The success of those initiatives depends upon our ability to identify suitable acquisition targets or buyers and successfully negotiate contract terms, among other factors. These initiatives may present operational risks, including diversion of management’s attention from other matters, difficulties integrating acquired businesses into our existing operations or separating businesses from our operations, and challenges presented by acquisitions that may not achieve intended results. If we are not successful in executing acquisitions or divestitures or in integrating completed acquisitions, our business, operating results and financial condition could be adversely affected.
We
rely on independent certifications for a number of our products.
We rely on independent third-party certifications, such as certifications of our products as “organic,”“Non-GMO” or “kosher,” to differentiate our products from others. We must comply with the requirements of independent organizations or certification authorities in order to label our products as certified organic. For example, we can lose our “organic” certification if a manufacturing plant becomes contaminated with non-organic materials, or if it is not properly cleaned after a production run. In addition, all raw materials must be certified organic. Similarly, we can lose our “kosher” certification if a manufacturing plant and raw materials do not meet the requirements of the appropriate kosher supervision organization. The loss of any independent certifications could adversely affect
our market position as an organic and natural products company, which could harm our business.
Risks Related to Our Reputation, Brands and Intellectual Property
If the reputation of our Company or our brands erodes significantly, including as a result of concerns regarding product quality or safety or perceptions about our ESG practices, it could have a material impact on our business.
Our financial success is directly dependent on the perception of our Company and our brands among our customers, consumers, employees and other constituents. Our results
could be negatively impacted if our Company or one or more of our brands suffers substantial damage to its reputation due to real or perceived issues related to the quality or safety of our products. Further, the success of our brands may suffer if our marketing plans or product initiatives do not have the desired impact on a brand’s image or its ability to attract consumers.
In addition, customers and consumers are increasingly expressing their expectations that companies and brands act responsibly in their ESG practices. Any failure to meet such customer or consumer expectations, or any negative publicity regarding our ESG practices, could impact our reputation with customers, consumers and other constituents, which could have a material impact on our business.
Our
inability to use our trademarks or the trademarks we license from third parties could have a material adverse effect on our business.
We believe that brand awareness is a significant component in a consumer’s decision to purchase one product over another in the highly competitive food, beverage and personal care industries. Although we endeavor to protect our trademarks and tradenames, these efforts may not be successful, and third parties may challenge our right to use one or more of our trademarks or tradenames. We believe that our trademarks and tradenames are significant to the marketing and sale of our products and that the inability to utilize certain of these names and marks, and/or the inability to prevent third parties from using similar names or marks, could have a material adverse effect on our business, results of operations
and financial condition.
In addition, we market products under brands licensed under trademark license agreements, including Linda McCartney’s®, Rose’s®, the Sesame Street name and logo and other Sesame Workshop intellectual property on certain of our Earth’s Best® products. We believe that these trademarks have significant value and are instrumental in our ability to market and sustain demand for those product offerings. These trademark license agreements may not remain in effect or be enforceable, and our license agreements, upon expiration, may not be renewed on acceptable terms or at all.
Risks Related to Economic and Political Considerations
Disruptions
in the worldwide economy and the financial markets may adversely impact our business and results of operations.
Adverse and uncertain economic and market conditions, particularly in the locations in which we operate, may impact customer and consumer demand for our products and our ability to manage normal commercial relationships with our customers, suppliers and creditors. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns, which may adversely affect our results of operations. Consumers may also reduce the number of organic and natural
products
that they purchase where there are conventional alternatives, given that organic and natural products generally have higher retail prices than do their conventional counterparts. In addition, consumers may choose to purchase private label products rather than branded products, which generally have lower retail prices than do their branded counterparts. Distributors and retailers may also become more conservative in response to these conditions and seek to reduce their inventories.
Prolonged unfavorable economic conditions may have an adverse effect on any of these factors and, therefore, could adversely impact our sales and profitability.
Currency exchange rate fluctuations could adversely affect our consolidated financial results and condition.
We
are subject to risks related to fluctuations in currency exchange rates. Our consolidated financial statements are presented in United States Dollars, requiring us to translate our assets, liabilities, revenue and expenses into United States Dollars. As a result, changes in the values of currencies may unpredictably and adversely impact our consolidated operating results, our asset and liability balances and our cash flows in our consolidated financial statements even if their value has not changed in their original currency.
A significant portion of our business has exposure to continued uncertainty and burdens in the United Kingdom following its exit from the European Union, commonly referred to as “Brexit.”
In fiscal years 2022 and 2021, approximately 26% and 31%, respectively, of our consolidated
sales were generated in the United Kingdom, which continues to experience economic and market uncertainty following Brexit. Brexit has caused and may continue to cause disruptions to and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers and suppliers, which could have an adverse effect on our business, financial results and operations. In addition to ongoing general market uncertainty caused by Brexit, the importing and exporting of goods and ingredients now involves additional administrative burdens, adding friction and cost to trade between the United Kingdom and member countries of the European Union.
Risks Related to Information Security and Technology
A cybersecurity incident or other technology disruptions could negatively
impact our business and our relationships with customers.
We depend on information systems and technology, including public websites and cloud-based services, in substantially all aspects of our business, including communications among our employees and with suppliers, customers and consumers. Such uses of information systems and technology give rise to cybersecurity risks, including system disruption, security breach, ransomware, theft, espionage and inadvertent release of information. We have become more reliant on mobile devices, remote communication and other technologies as part of the recent change in office working patterns, enhancing our cybersecurity risk. Our business involves the storage and transmission of numerous
classes of sensitive and/or confidential information and intellectual property, including customers’ and suppliers’ information, private information about employees, and financial and strategic information about the Company and its business partners. Further, as we pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and increased exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with new initiatives, we may become increasingly vulnerable to such risks.
We have experienced cyber security threats and vulnerabilities in our systems and those of our third party providers. Although, to date, such prior events have not had a material
impact on our financial condition, results of operations or financial condition, the potential consequences of a future material cybersecurity attack could be significant and could include reputational damage, litigation with third parties, government enforcement actions, penalties, disruption to systems, unauthorized release of confidential or otherwise protected information, corruption of data and increased cybersecurity protection and remediation costs, which in turn could adversely affect our competitiveness, results of operations and financial condition. Due to the evolving nature of such security threats, the potential impact of any future incident cannot be predicted.
Our business operations could be disrupted if our information technology systems fail to perform adequately.
The efficient operation
of our business depends on our information technology systems. We rely on our information technology systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could result in transaction errors, processing inefficiencies and the loss of sales and customers, causing our business and results of operations to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from
circumstances beyond our control,
including fire, natural disasters, system failures and viruses. Any such damage or interruption could have a material adverse effect on our business.
Risks Related to ESG Considerations
Climate change may negatively affect our business and operations.
There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. The spate of recent extreme weather events, including historic droughts, heatwaves, extreme cold and flooding, presents an alarming trend.
In
the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased availability or less favorable pricing for certain commodities that are necessary for our products, such as vegetables, fruits, grains, beans and nuts. As a result of climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations.
Liabilities, claims or new laws or regulations with respect to environmental matters could have a significant negative impact on our business.
As with other companies engaged in similar businesses, the nature of our operations exposes us to the risk of liabilities
and claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances. Furthermore, our operations are governed by laws and regulations relating to workplace safety and worker health, which, among other things, regulate employee exposure to hazardous chemicals in the workplace. Any material costs incurred in connection with such liabilities or claims could have a material adverse effect on our business, results of operations and financial condition.
The increasing global focus on climate change and the need for corporate change may lead to new environmental laws and regulations that impact our business. For example, there are a growing number of laws and regulations regarding product packaging, particularly in Europe. Our compliance with such existing laws and regulations and any
new laws or regulations enacted in the future, or any changes in how existing laws or regulations will be enforced, administered or interpreted, may lead to an increase in compliance costs, cause us to change the way we operate or expose us to additional risk of liabilities and claims, which could have a material adverse effect on our business, results of operations and financial condition.
Risks Related to Litigation, Government Regulation and Compliance
We may be subject to significant liability should the consumption of any of our products cause illness or physical harm.
The sale of products for human use and consumption involves the risk of injury or illness to consumers. Such injuries may result from inadvertent
mislabeling, tampering by unauthorized third parties or product contamination or spoilage. Under certain circumstances, we may be required to recall or withdraw products, suspend production of our products or cease operations, which may lead to a material adverse effect on our business. In addition, customers may cancel orders for such products as a result of such events. Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us. While we are subject to governmental inspection and regulations and believe our facilities and those of our co-manufacturers and suppliers comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, an illness or physical harm, we may become subject to claims or lawsuits relating to such matters. For example, as discussed in Note 18, Commitments and Contingencies,
in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best® baby food products. Even if a claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products were mislabeled, unsafe or caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image. Although we maintain product liability and product recall insurance in an amount that we believe to be adequate, we may incur claims or liabilities for which we are not insured or that exceed the amount of our insurance coverage. A product liability judgment against us or a product recall could have a material adverse effect on our business, results of operations and financial condition.
Government
regulation could subject us to civil and criminal penalties, and any changes in the legal and regulatory frameworks in which we operate could make it more costly or challenging to manufacture and sell our products.
We operate in a highly regulated environment with constantly evolving legal and regulatory frameworks. Consequently, we are subject to a heightened risk of legal claims, government investigations and other regulatory enforcement actions. We are subject
to extensive regulations in the United States, United Kingdom, Canada, Europe, Asia,
including India, and any other countries where we manufacture, distribute and/or sell our products. Our products are subject to numerous product safety and other laws and regulations relating to the registration and approval, sourcing, manufacturing, storing, labeling, marketing, advertising and distribution of these products. Enforcement of existing laws and regulations, changes in legal or regulatory requirements and/or evolving interpretations of existing requirements may result in increased compliance costs or otherwise make it more costly or challenging to manufacture and sell our products, which could materially adversely affect our business, financial condition or operating results.
Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims, government investigations or regulatory enforcement
actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and adversely affect our product sales, reputation, financial condition and operating results. In addition, the costs and other effects of defending potential and pending litigation and administrative actions against us may be difficult to determine and could adversely affect our financial condition and operating results.
Pending and future litigation may lead us to incur significant costs.
We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include lawsuits or claims relating to contracts,
intellectual property, product recalls, product liability, the marketing and labeling of products, employment matters, environmental matters, data protection or other aspects of our business as well as any securities class action and stockholder derivative litigation. For example, as discussed in Note 18, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are currently subject to class actions and derivative complaints arising out of or related to the Company’s prior internal accounting review. Certain of our former officers and former members of our Board of Directors, as individual defendants, are also subject to lawsuits related to such accounting review, and we may have an obligation to indemnify them in relation to these matters. Additionally, as discussed further
in Note 18, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating to our Earth’s Best® baby food products.
Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in monetary damages, penalties or injunctive relief against us, which could have a material adverse effect on our results of operations and financial condition. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
Compliance
with data privacy laws may be costly, and non-compliance with such laws may result in significant liability.
Many jurisdictions in which the Company operates have laws and regulations relating to data privacy and protection of personal information, including the European Union GDPR and the California Consumer Privacy Act of 2018 (“CCPA”). Other U.S. states have, in recent years, begun to adopt their own omnibus, industry-neutral privacy statutes, such as Colorado, Connecticut, Utah and Virginia. Failure to comply with GDPR or CCPA requirements or other data privacy laws could result in litigation, adverse publicity and significant penalties and damages. The law in this area continues to develop, and the changing nature of privacy laws could impact
the Company’s processing of personal information related to the Company’s employees, consumers, customers and vendors. The enactment of more restrictive laws, rules or regulations or future enforcement actions or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in regulatory penalties and significant liability.
Risks Related to Our Credit Agreement
Any default under our credit agreement could have significant consequences.
Our credit agreement contains covenants imposing certain restrictions
on our business. These restrictions may affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The credit agreement contains restrictive covenants including, with specified exceptions, limitations on our ability to engage in certain business activities, incur debt and liens, make capital expenditures, pay dividends or make other distributions, enter into affiliate transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The credit agreement also requires us to satisfy certain financial covenants, such as maintaining a minimum consolidated interest coverage ratio and a maximum consolidated leverage ratio.
Our ability to comply with these covenants under the credit agreement may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default, which would permit the lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. Our 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. Any default by us under the credit agreement could have a material adverse effect on our business and financial condition.
We may be adversely impacted by the discontinuation of the London Interbank Offered Rate, or LIBOR.
We have loans under our credit facility and interest rate swap agreements that are indexed to LIBOR, which is being replaced.
While we have sought to reduce future interest rate volatility by entering into floating rate to fixed rate swap agreements with respect to a substantial portion
of our outstanding indebtedness, the transition away from LIBOR may nonetheless cause us to incur increased costs and additional risk. Following the transition, interest rates will generally be based on an alternative variable rate specified in the documentation governing our indebtedness or swaps or as otherwise agreed upon. The alternative variable rate could be higher and more volatile than LIBOR prior to its discontinuance.
Certain risks arise in transitioning contracts to an alternative variable rate. The method of transitioning to an alternative rate may be challenging and may require substantial negotiation with the counterparty to each contract. If a contract
is not transitioned to an alternative variable rate, the impact is likely to vary by contract.
Risks Related to Corporate Governance
Our ability to issue preferred stock may deter takeover attempts.
Our Board of Directors is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other rights, which could decrease the amount of earnings and assets available for distribution to holders of our common stock and adversely affect the relative voting power or other rights of the holders of our common stock. In the event of issuance, the preferred stock could be used as a method
of discouraging, delaying or preventing a change in control. Our amended and restated certificate of incorporation authorizes the issuance of up to 5 million shares of “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by our Board of Directors. Although we have no present intention to issue any shares of our preferred stock, we may do so in the future under appropriate circumstances.
General Risk Factors
We may be subject to significant liability that is not covered by insurance.
While we believe that the extent of our insurance coverage is consistent with industry
practice, such coverage does not cover all losses we may incur, even in areas for which we have coverage. Our insurance policies are subject to coverage exclusions, deductibles and caps, and any claim we make under our insurance policies may be subject to such limitations. Any claim we make may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all losses incurred. If we were to incur substantial liabilities or if our business operations were interrupted for a substantial period of time, we could incur costs and suffer losses. Additionally, in the future, insurance coverage may not be available to us at commercially acceptable premiums, or at all.
An impairment in the carrying value of goodwill or other acquired intangible assets could materially and adversely affect our consolidated results of operations and net worth.
As
of June 30, 2022, we had goodwill of $933.8 million and trademarks and other intangibles assets of $477.5 million, which in the aggregate represented 57% of our total consolidated assets. The net carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if applicable). The net carrying value of trademarks and other intangibles represents the fair value of trademarks, customer relationships and other acquired intangibles as of the acquisition date (or subsequent impairment date, if applicable), net of accumulated amortization. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not amortized, but must be evaluated by management at least annually for impairment. Amortized intangible assets are evaluated for impairment whenever events or changes in circumstances
indicate that the carrying amounts of these assets may not be recoverable. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as increasing competitive pricing pressures, changes in discount rates based on changes in cost of capital (interest rates, etc.),
lower than expected sales and profit growth rates, changes in industry Earnings Before Interest Taxes Depreciation and Amortization (“EBITDA”) multiples, the inability to quickly replace lost co-manufacturing business, or the bankruptcy of a significant customer. We have in the past recorded, and may in the future be
required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined. The incurrence of impairment charges could negatively affect our results of operations and adversely impact our net worth and our consolidated earnings in the period of such charge.
Our principal facilities, which are leased except where otherwise indicated, are as follows:
Primary Use
Location
Approximate Square Feet
Expiration
of Lease
North America:
Headquarters office
Lake Success, NY
86,000
2029
Distribution - All brands
Allentown, PA
497,000
2032
Distribution
center (Grocery, snacks, and personal care products)
Ontario, CA
373,000
2023
Manufacturing and distribution center (Snack products)
Mountville, PA
161,000
2040
Manufacturing and offices (Tea)
Boulder, CO
158,000
Owned
Distribution
(Dry goods)
Mississauga, ON, Canada
136,000
2029
Manufacturing and distribution (Personal care)
Bell, CA
125,000
2028
Manufacturing and distribution (Snack products)
Lancaster, PA
119,000
2031
Distribution
(Personal care)
Mississauga, ON, Canada
81,000
2029
Manufacturing (Plant-based foods)
Vancouver, BC, Canada
76,000
Owned
Manufacturing and distribution (Snack products)
York, PA
71,000
2030
Manufacturing
and offices (Personal care)
Mississauga, ON, Canada
61,000
2025
Distribution (Tea)
Boulder, CO
57,000
2031
Manufacturing (Plant-based foods)
Trenton, ON, Canada
47,000
2028
International:
Manufacturing
and offices (Ambient grocery products)
Histon, England
303,000
Owned
Manufacturing, distribution and offices (Plant-based beverages)
Troisdorf, Germany
131,000
2037
Manufacturing
Oberwart, Austria
117,000
At
will
Distribution
Loipersdorf, Austria
74,000
At will
Distribution
Gent, Belgium
64,000
At will
Distribution
Niederziers, Germany
54,000
At
will
Manufacturing (Chilled soups)
Grimsby, England
54,000
2029
Manufacturing (Plant-based frozen and chilled products)
Fakenham, England
52,000
Owned
Distribution (Soups, hot desserts, chilled products, grocery)
Peterborough,
England
43,000
2024
Manufacturing (Hot-eating desserts)
Clitheroe, England
42,000
2031
Manufacturing and distribution (Plant-based foods and beverages)
Schwerin, Germany
36,000
Owned
We
also lease space for other smaller offices and facilities in the United States, United Kingdom, Canada, Europe and other parts of the world.
In addition to the foregoing distribution facilities operated by us, we also utilize bonded public warehouses from which deliveries are made to customers.
For further information regarding our lease obligations, see Note 7,Leases, in the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K. For further information regarding the use of our properties by segments, see Item 1, “Business - Production” of this Form 10-K.
The information called for by this item is incorporated herein by reference to Note 18, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Outstanding shares of our common stock, par value $0.01 per share, are listed on The Nasdaq Stock Market LLC under the ticker symbol “HAIN”.
Holders
As of August 18, 2022, there were 222 holders of
record of our common stock.
Dividends
We have not paid any cash dividends on our common stock to date. The payment of all dividends will be at the discretion of our Board of Directors and will depend on, among other things, future earnings, operations, capital requirements, contractual restrictions, including restrictions under our credit facility, our general financial condition and general business conditions.
Issuance of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The
table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.
Period
(a) Total number of shares purchased (1)
(b) Average price paid per
share
(c) Total number of shares purchased as part of publicly announced plans
(d) Approximate dollar value of shares that may yet be purchased under the plans (in millions) (2)
(1)Includes
shares surrendered for payment of employee payroll taxes due on shares issued under stock-based compensation plans and shares repurchased under share repurchase programs approved by the Board of Directors. See (2) below for further details.
(2)In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to $250 million, $300 million and $200 million of the Company’s issued and outstanding common stock, respectively. Share repurchases under each of the 2021 and 2022 authorizations commenced after the previous authorizations were fully utilized. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The current
2022 authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. During the quarter ended June 30, 2022, the Company repurchased 500,000 shares under the repurchase program for a total of $13 million, excluding commissions, at an average price of $26.13 per share. As of June 30, 2022, the Company had $174 million of remaining authorization under the share repurchase program.
The following graph compares the performance of our common stock to the S&P 500 Index, the S&P Smallcap 600 Index and the S&P Packaged Foods & Meats Index (in which we are included) for the period from June 30, 2017 through June 30, 2022.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) should be read in conjunction with Item 1A and the Consolidated Financial Statements and the related
notes thereto for the period ended June 30, 2022 included in Item 8 of this Form 10-K. Forward-looking statements in this Form 10-K are qualified by the cautionary statement included under the heading, “Forward-Looking Statements” at the beginning of this Form 10-K.
This MD&A generally discusses fiscal 2022 and fiscal 2021 items and year-to-year comparisons between fiscal 2022 and fiscal 2021. Discussions of fiscal 2020 items and year-to-year comparisons between fiscal 2021 and fiscal 2020 that are not included in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations” of the Company's Annual Report on Form 10-K for the fiscal year ended June
30, 2021, which was filed with the SEC on August 26, 2021 and is available on the SEC’s website at www.sec.gov.
Overview
The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” and herein referred to as “Hain Celestial,”“we,”“us” and “our”), was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued
to evolve since its founding, with health and wellness being the core tenet. 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 in over 75 countries worldwide.
The
Company manufactures, markets, distributes and sells organic and natural products, providing consumers with the opportunity to lead A Healthier Way of Life®. The Company’s food and beverage brands include Celestial Seasonings®, Clarks™, Cully & Sully®, Earth’s Best®, Ella’s Kitchen®, Frank Cooper’s®, Garden of Eatin’®, Hartley’s®, Health Valley®, Imagine®, Joya®, Lima®,
Linda McCartney’s® (under license), MaraNatha®, Natumi®, New Covent Garden Soup Co.®, ParmCrisps®, Robertson’s®, Rose’s® (under license), Sensible Portions®, Spectrum®, Sun-Pat®, Terra®, The Greek Gods®, Thinsters®,Yorkshire Provender® and Yves Veggie Cuisine®.
The Company’s personal care brands include Alba Botanica®, Avalon Organics®, JASON®, Live Clean®, and Queen Helene®.
Our previous strategy, which we refer to as Hain 2.0, was executed under four key pillars—(1) simplify our portfolio; (2) strengthen our capabilities; (3) expand profit margins and cash flow; and (4) reinvigorate profitable topline growth. This strategy has laid the foundation for Hain 3.0, our vision and strategy for the next several years, which is about building a global healthy food and beverage company
with industry-leading top line growth. We believe Hain 3.0 positions us as an advantaged and differentiated company, as compared to others in the food industry, for several reasons:
•we are primarily focused on health and wellness,
•we are a global company in high-growth categories with opportunities for expansion in existing and new channels and geographies,
•we have unique and advantaged brands with strong points of difference, and
•given our size, small wins can drive material incremental growth.
We have re-segmented the brand portfolio with a more global view to where we have
the most growth potential. As a result, we have migrated from a strategy focused on rejuvenating North America behind a construct of “Get Bigger" and "Get Better” brand categories to one that focuses on growing global brands in categories where we think we have the most potential. The categories we have identified are called Turbocharge, Targeted Investment, and Fuel:
•The Turbocharge brands are leading-share brands in what we believe to be very high-growth categories. The Turbocharge brands are made up of snacks as well as plant-based meat and non-dairy beverages. Our snacks businesses include brands both within the United States and in International, while our meat and dairy alternatives are concentrated outside the United States.
•The
Targeted Investment brands are made up of leading-share brands in lower-growth categories. To date, we have demonstrated our ability to drive market share and reinvigorate these categories, and we expect that we can continue to do this in the future. The Targeted Investment brands are made up of tea, baby, yogurt, and personal care products.
•The Fuel brands are stable brands that will be leveraged to fuel investment in the Turbocharge and Targeted Investment categories. Fuel brands are made up of premium pantry
brands with scale, in categories such as soup, cooking oils and nut butters.
We refer to the Turbocharge brands and Targeted Investment brands together as our Growth brands.
Additionally, as part of Hain 3.0, we will continue to simplify our brand portfolio as we continue to identify brands that are declining and have low margins, which we refer to as Simplify brands. We view Simplify brands to be subscale declining businesses that have limited long-term potential for the Company, and therefore will manage such brands for profit until they are potentially divested, likely over the course of the next several years. Acquisitions are expected to play a role in Hain 3.0, and part of our capital allocation strategy is focused
on actively looking for appropriate targets in the market. As we continue to simplify and stabilize the organization and consolidate sales into fewer priority categories, we believe we are well-positioned and expect to make targeted acquisitions supported by our borrowing capacity to help us further strengthen our position in those categories.
Increased Supply Chain Disruptions
During fiscal year 2022, we experienced increased disruption in our supply chain network, including the supply of certain ingredients, packaging, and other sourced materials, which has resulted in higher than expected inflation, including escalating transportation and other supply chain costs. We expect these inflationary cost increases to continue, although we expect they will be partially mitigated by pricing actions implemented
in fiscal year 2022 and the pricing actions that we plan to implement in fiscal year 2023. It is possible that more significant disruptions to our supply chain could occur.
Russia-Ukraine War
Although we have no material assets in Russia, Belarus or Ukraine, our supply chain was adversely impacted by the Russia-Ukraine war during the fiscal year ended June 30, 2022, and we continue to face other challenges and risks arising from the war. In particular, the war has added significant costs to existing inflationary pressures through increased fuel and raw material prices and labor costs. Further, beyond increased costs, labor challenges and other factors have led to supply chain disruptions. While, to date, we have been able to identify replacement raw materials where
necessary, we have incurred increased costs in doing so. For example, the supply of sunflower oil has become constrained, compelling us to identify and procure alternative oils. The war has also negatively impacted consumer sentiment, particularly in Europe, with some consumers shifting to lower-priced products, which has somewhat affected demand for our products. Additionally, we face increased cybersecurity risks, as companies based in the United States and its allied countries have become targets of malicious cyber activity. While we are continuing to monitor and manage the impacts of the war on our business, the extent to which the Russia-Ukraine war and the related economic impact may affect our financial condition or results of operations remains uncertain.
COVID-19
The COVID-19 pandemic continues to contribute
to challenging and unprecedented conditions. Challenges exacerbated by the ongoing effects of the pandemic include but are not limited to:
•manufacturing and supply chain challenges, including labor market shortages;
•a shifting demand environment as a result of changing consumer behaviors amid uncertain economic conditions; and
•increased costs of operating our business and managing our supply chain.
If we are unable to successfully manage our business through the continued challenges and uncertainty related to the COVID-19 pandemic, our business and operating results could be materially adversely affected.
Acquisition
On
December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll" ("THWR"), the producer and marketer of ParmCrisps® and Thinsters®. We believe the acquisition of these two fast-growing, better-for-you brands deepens the Company's position in the snacking category and represents a significant step in establishing the Company as a high-growth, global, healthy food company. See Note 4, Acquisitions and Dispositions, in the Notes to the Consolidated Financial
Statements included in Part II, Item 8 of this Form 10-Kfor additional details.
On August 27, 2019, the Company and Ebro Foods S.A. (the “Purchaser”) entered into, and consummated the transactions contemplated by, an agreement relating to the sale and purchase of the entities comprising the
Company’s Tilda operating segment and certain other assets of the Tilda business.
The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for
the fiscal years ended June 30, 2022 and 2021 (amounts in thousands, other than percentages which may not add due to rounding):
Fiscal
Year Ended June 30,
Change in
2022
2021
Dollars
Percentage
Net sales
$
1,891,793
100.0
%
$
1,970,302
100.0
%
$
(78,509)
(4.0)
%
Cost
of sales
1,464,352
77.4
%
1,478,687
75.0
%
(14,335)
(1.0)
%
Gross profit
427,441
22.6
%
491,615
25.0
%
(64,174)
(13.1)
%
Selling,
general and administrative expenses
300,665
15.9
%
302,368
15.3
%
(1,703)
(0.6)
%
Amortization of acquired intangible assets
10,214
0.5
%
8,931
0.5
%
1,283
14.4
%
Productivity
and transformation costs
10,174
0.5
%
15,608
0.8
%
(5,434)
(34.8)
%
Proceeds from insurance claims
(196)
—
%
(592)
—
%
396
(66.9)%
Long-lived
asset and intangibles impairment
1,903
0.1
%
57,920
2.9
%
(56,017)
(96.7)
%
Operating income
104,681
5.5
%
107,380
5.4
%
(2,699)
(2.5)
%
Interest
and other financing expense, net
12,570
0.7
%
8,654
0.4
%
3,916
45.3
%
Other income, net
(11,380)
(0.6)
%
(10,067)
(0.5)
%
(1,313)
13.0%
Income
from continuing operations before income taxes and equity in net loss of equity-method investees
103,491
5.5
%
108,793
5.5
%
(5,302)
(4.9)
%
Provision for income taxes
22,716
1.2
%
41,093
2.1
%
(18,377)
(44.7)
%
Equity
in net loss of equity-method investees
2,902
0.2
%
1,591
0.1
%
1,311
82.4
%
Net income from continuing operations
$
77,873
4.1
%
$
66,109
3.4
%
$
11,764
17.8
%
Net
income from discontinued operations, net of tax
—
—
%
11,255
0.6
%
(11,255)
(100.0)%
Net income
$
77,873
4.1
%
$
77,364
3.9
%
$
509
0.7%
Adjusted
EBITDA
$
200,616
10.6
%
$
258,938
13.1
%
$
(58,322)
(22.5)
%
Net Sales
Net
sales in fiscal 2022 were $1.89 billion, a decrease of $78.5 million, or 4.0%, from net sales of $1.97 billion in fiscal 2021 as a result of a decrease in sales in the International reportable segment partially offset by an increase in sales in the North America reportable segment. On a constant currency basis, adjusted for the impact of acquisitions, divestitures and discontinued brands, net sales decreased approximately 0.4% from the prior comparable period. On an adjusted basis, net sales decreased in the International reportable segment, which was partially offset by an increase in the North America reportable segment. Further details of changes in adjusted net sales by segment are provided below in the Segment Results section.
Gross profit in fiscal 2022 was $427.4 million, a decrease of $64.2 million, or 13.1%, from gross profit of $491.6 million in fiscal 2021. Gross profit margin was 22.6% of net sales, compared to 25.0% in the prior year. The decrease in gross profit margin was due to both the North America and International reportable segments. The North America reportable segment had a decrease in gross profit mainly due to inflationary and supply chain challenges, such as continued industry-wide distribution and warehousing cost pressures driven by labor shortages, freight carrier availability and other freight cost issues, as well as lower net sales in the Canada operating segment when compared with the prior year. The decrease in the International reportable segment
was mainly due to lower net sales in the United Kingdom and Europe operating segments, coupled with higher energy and supply chain costs when compared to the prior year, partially offset by higher net sales in the Ella's Kitchen UK operating segment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $300.7 million in fiscal 2022, a decrease of $1.7 million, or 0.6%, from $302.4 million in fiscal 2021. The decrease was mainly due to the International reportable segment as a result of lower people-related expenses in the Europe and United Kingdom operating segments, partially offset by higher selling expenses in the Ella’s Kitchen UK operating segment. The decrease was partially offset by an increase in the North America reportable segment due to the acquisition of THWR in the United
States operating segment as well as an increase in Corporate and Other as a result of higher transaction costs incurred in fiscal year 2022 including costs related to the acquisition of THWR, advisory costs related to the divestiture by affiliates of Engaged Capital, LLC of their shares of the Company's common stock, as well as higher litigation expenses related to the baby food litigation described in Note 18, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. Selling, general and administrative expenses as a percentage of net sales was 15.9% in the twelve months ended June 30, 2022 compared to 15.3% in the prior year, attributable to the aforementioned items.
Amortization
of Acquired Intangibles
Amortization of acquired intangibles was $10.2 million in fiscal 2022, an increase of $1.3 million, or 14.4%, from $8.9 million in fiscal 2021 due to the acquisition of THWR in the current fiscal year, partially offset by lower amortization expense in the current year as a result of prior year dispositions that occurred in the latter part of fiscal 2021.
Productivity and Transformation Costs
Productivity and transformation costs were $10.2 million in fiscal 2022, a decrease of $5.4 million or 34.8% from $15.6 million in fiscal 2021. The decrease was due to reduced spending related to productivity and transformation initiatives as the current transformation
effort approaches its conclusion.
Proceeds from Insurance Claims
During fiscal 2021, the Company received $0.6 million as payment from an insurance claim related to a litigation described in Note 18, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. During fiscal year 2022, the Company received $0.2 million as payment from an insurance claim.
Long-Lived Asset and Intangibles Impairment
During
fiscal 2022, the Company recorded an impairment of $1.6 million related to an indefinite-lived intangible asset as described in Note 8, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. During fiscal 2021, the Company recorded a pre-tax impairment charge of $57.9 million, of which $56.1 million related to the reserve recorded against the assets of the Company's United Kingdom Fruit business (see Note 4, Acquisitions and Dispositions, in the Notes to the
Consolidated Financial Statements included in Item 8 of this Form 10-K) and $1.6 million related to impairment of property, plant and equipment and other non-current assets.
Operating Income
Operating income in fiscal 2022 was $104.7 million compared to operating income of $107.4 million in fiscal 2021 due to the items described above.
Interest
and other financing expense, net totaled $12.6 million in fiscal 2022, an increase of $3.9 million, or 45.3%, from $8.7 million in the prior year. The increase resulted primarily from a higher outstanding debt balance driven primarily by the acquisition of THWR in the current fiscal year as well as share repurchase activity and an increase in interest rates. See Note 10, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Other Income, Net
Other income, net totaled $11.4 million in fiscal 2022, an increase of $1.3 million from $10.1 million in the prior year.
The change was primarily attributable to a higher gain on sale of assets in the current year than in the prior year.
Income from Continuing Operations Before Income Taxes and Equity in Net Loss of Equity-Method Investees
Income before income taxes and equity in the net loss of our equity-method investees for fiscal 2022 was $103.5 million compared to $108.8 million in fiscal 2021. The decrease was due to the items discussed above.
Provision for Income Taxes
The provision for income taxes includes federal, foreign, state and local income taxes. Our income tax expense from continuing operations was $22.7
million and $41.1 million for fiscal 2022 and 2021, respectively.
The effective income tax rate from continuing operations was 21.9% and 37.8% of pre-tax income for the twelve months ended June 30, 2022 and 2021, respectively. The effective income tax rate from continuing operations for the twelve months ended June 30, 2022 was primarily impacted by reversal of uncertain tax position accruals based on filing and approval of certain elections by taxing authorities, deductions related to stock-based compensation, non-deductible transaction costs related to the acquisition of THWR (see Note 4, Acquisitions and Dispositions), the reversal of a valuation allowance due to
the utilization of a capital loss carryover, and the finalization of prior fiscal year income tax returns.
The effective income tax rate from continuing operations for the twelve months ended June 30, 2021 was primarily impacted by various discrete items including the tax impact of the Fruit business impairment and disposal, and the enacted change in the United Kingdom’s corporate income tax rate from 19% to 25%.
Our 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.
See Note
11, Income Taxes, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.
Equity in Net Loss of Equity-Method Investees
Our equity in the net loss from our equity method investments for fiscal 2022 was $2.9 million compared to $1.6 million for fiscal 2021. See Note 14, Investments, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Net Income from Continuing Operations
Net income from
continuing operations for fiscal 2022 was $77.9 million compared to net income of $66.1 million for fiscal 2021. Net income per diluted share was $0.83 in fiscal 2022 compared to net income per diluted share of $0.65 in fiscal 2021. The increase was attributable to the factors noted above as well as the year-over-year reduction in outstanding shares.
Net Income from Discontinued Operations, Net of Tax
Net income from discontinued operations, net of tax, was nil for fiscal 2022 and $11.3 million or $0.11 per diluted share for fiscal 2021.
During the twelve months endedJune 30, 2021, the
Company recognized an $11.3 million adjustment to the Tilda business primarily related to the recognition of a deferred tax benefit. See Note 4, Acquisitions and Dispositions, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Net income for fiscal 2022 was $77.9 million compared to $77.4 million for fiscal 2021. Net income per diluted share was $0.83 in fiscal 2022 compared to $0.76 in 2021. The change was attributable
to the factors noted above as well as the year-over-year reduction in shares.
Adjusted EBITDA
Our consolidated Adjusted EBITDA was $200.6 million and $258.9 million for fiscal 2022 and 2021, respectively, as a result of the factors discussed above. See Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation of our net income to Adjusted EBITDA.
Segment Results
The following table provides a summary of net sales and operating income (loss) by reportable segment for the fiscal years ended June 30,
2022 and 2021:
(dollars in thousands)
North America
International
Corporate and Other
Consolidated
Fiscal
2022 net sales
$
1,163,132
$
728,661
$
—
$
1,891,793
Fiscal 2021 net sales
$
1,104,128
$
866,174
$
—
$
1,970,302
$
change
$
59,004
$
(137,513)
n/a
$
(78,509)
% change
5.3
%
(15.9)
%
n/a
(4.0)
%
Fiscal
2022 operating income (loss)
$
93,732
$
79,076
$
(68,127)
$
104,681
Fiscal 2021 operating income (loss)
$
129,010
$
38,036
$
(59,666)
$
107,380
$
change
$
(35,278)
$
41,040
$
(8,461)
$
(2,699)
% change
(27.3)
%
107.9
%
(14.2)
%
(2.5)
%
Fiscal
2022 operating income margin
8.1
%
10.9
%
n/a
5.5
%
Fiscal 2021 operating income margin
11.7
%
4.4
%
n/a
5.4
%
North
America
Our net sales in the North America reportable segment for fiscal 2022 were $1.16 billion, an increase of $59.0 million, or 5.3%, from net sales of $1.10 billion in fiscal 2021. On a constant currency basis, adjusted for the impact of acquisitions, divestitures and discontinued brands, net sales increased by 3.5%. The increase of 3.5% was mainly due to price increases that occurred in the latter half of the fiscal year as well as stronger sales in snacks, baby, personal care and other product categories in the United States operating segment. In the Canada operating segment, adjusted sales decreased compared to the prior year primarily due to lower sales in personal care and meat-free product categories. Operating income in North America in fiscal 2022 was $93.7 million, a decrease of $35.3 million, or 27.3%, from $129.0 million in
fiscal 2021. The decrease was driven by inflationary and supply chain challenges such as continued industry-wide distribution and warehousing cost pressures driven by labor shortages, freight carrier availability and other freight cost issues, as well as lower net sales in the Canada operating segment when compared with the prior year; this is partially offset by incremental operating income generated by THWR, which was acquired in the current fiscal year.
International
Net sales in the International reportable segment for fiscal 2022 were $728.7 million, a decrease of $137.5 million, or 15.9%, from net sales of $866.2 million in fiscal 2021. On a constant currency basis, and adjusted for the impact of divestitures and discontinued brands, net sales decreased
by 5.6% from fiscal 2021.The decrease in adjusted net sales was due to a decline in sales in the Europe and United Kingdom operating segments, partially offset by an increase in sales in the Ella's Kitchen UK operating segment. The net sales decrease in the Europe operating segment was primarily due to the loss of a large non-dairy co-manufacturing customer. The net sales decrease in the United Kingdom was due to lower sales volume and the impact of shipment halts during the price increase negotiations with certain customers. The net sales increase in the Ella's Kitchen UK operating segment was due to higher sales coming out of the COVID-19 pandemic, since Ella's Kitchen UK sales were
negatively impacted in the prior year due to a slow-down in consumer demand for baby food as a result of the COVID-19 pandemic stay-at-home requirements.Operating income in our International reportable segment in fiscal 2022 was $79.1 million, an increase of $41.0 million from operating income of $38.0 millionin fiscal 2021. The increase mainly reflected non-recurring charges associated with the Fruit business impairment that were recognized in the prior year period. In addition, the International reportable segment incurred lower selling, general and administrative expenses for the reasons noted above.
Corporate and Other
Our
Corporate and Other category consists of expenses related to the Company’s centralized administrative functions, which do not specifically relate to an operating 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 our entire enterprise, litigation expense and expenses for certain professional fees, facilities, and other items which benefit the Company as a whole. Our Corporate and Other expenses for fiscal 2022 were $68.1 million, an increase of $8.5 million, or 14.2%, from $59.7 million in fiscal 2021. This change was primarily related to higher transaction costs incurred
in fiscal year 2022 including costs related to the acquisition of THWR and advisory costs related to the divestiture by affiliates of Engaged Capital, LLC of their shares of the Company's common stock, as well as higher litigation expenses related to the baby food litigation described in Note 18, Commitments and Contingencies, partially offset by lower executive bonus payout related to fiscal 2022.
Refer to Note 20, Segment Information, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details.
Liquidity
and Capital Resources
We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Amended Credit Agreement. See Note 10, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Amended and Restated Credit Agreement
On December 22, 2021, the Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated Credit Agreement
(the “Credit Agreement”). The Credit Agreement provides for senior secured financing of $1.1 billion in the aggregate, consisting of (1) $300.0 million in aggregate principal amount of term loans (the "Term Loans") and (2) an $800.0 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $440.0 million U.S. revolving credit facility and $360.0 million global revolving credit facility) (the "Revolver"). Both the Revolver and the Term Loans mature on December 22, 2026.
Our cash and cash equivalents balance decreased by $10.4 million at June 30, 2022 to $65.5 million compared to $75.9 million at June 30, 2021. Our working capital, which
excludes assets held for sale, was $329.0 million at June 30, 2022, an increase of $44.2 million from $284.7 million at the end of fiscal 2021.
Liquidity is affected by many factors, some of which are based on normal ongoing operations of the Company’s business and some of which arise from fluctuations related to global economics and markets. Our cash balances are held in the United States, the United Kingdom, Canada, Europe, the Middle East, and India. The Company continues to reinvest $809.2 million of undistributed earnings of its foreign subsidiaries
and may be subject to additional foreign withholding taxes and U.S. state income taxes if it reverses its indefinite reinvestment assertion on these foreign earnings in the future. All other outside basis differences not related to earnings were impractical to account for at this point in time and are currently considered as being permanent in duration.
We maintain our cash and cash equivalents primarily in money market funds or their equivalent. As of June 30, 2022, all of our investments were expected to mature in less than three
months. Accordingly, we do not believe that our investments have significant exposure to interest rate risk. Cash provided by (used in) operating, investing and financing activities is summarized below.
Fiscal Year Ended June 30,
(amounts in thousands)
2022
2021
Cash
flows provided by (used in):
Operating activities from continuing operations
$
80,241
$
196,759
Investing activities from continuing operations
(288,309)
(2,364)
Financing
activities from continuing operations
212,787
(162,443)
Increase in cash from continuing operations
4,719
31,952
Effect of exchange rate changes on cash
(15,078)
6,148
Net
(decrease) increase in cash and cash equivalents
$
(10,359)
$
38,100
Cash provided by operating activities from continuing operations was $80.2 million for the fiscal year ended June 30, 2022, compared to $196.8 million in fiscal 2021. The decrease in cash provided by operating activities in fiscal 2022 compared to fiscal 2021 resulted primarily from a reduction of $49.6 million in net income adjusted for non-cash charges in the current year and lower cash generation of $66.9 million from our working capital accounts which
was mainly due to a refund of $53.8 million received by the Company in the prior year from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act").
Cash used in investing activities from continuing operations was $288.3 million for the fiscal year ended June 30, 2022, an increase of $285.9 million from $2.4 million in fiscal 2021 primarily due to the acquisition of THWR in the current year, partially offset by $12.3 million in proceeds from the sale of assets in the current year, which was primarily related to the sale of undeveloped land plots in Boulder, Colorado.
Cash
provided by financing activities from continuing operations was $212.8 million for the fiscal year ended June 30, 2022 and included $659.3 million of net borrowings of our Revolver and Term Loans, $410.5 million of share repurchases and $32.7 million of employee shares withheld for taxes. Cash used in financing activities from continuing operations was $162.4 million for fiscal 2021 and primarily included net repayments of $50.0 million on our revolving credit facility, $106.1 million of share repurchases and $4.3 million of employee shares withheld for taxes.
Operating Free Cash Flow from Continuing Operations
Our operating free cash flow was $40.3
million for fiscal 2022, a decrease of $84.9 million from fiscal 2021. The decrease in operating free cash flow primarily resulted from lower net income adjusted for non-cash items of $49.6 million and cash used within working capital accounts of $66.9 million, due to a tax refund receivable of $52.5 million that was received in fiscal 2021; the receivable resulted from the carryback of net operating losses (“NOLs”) under the CARES Act. This was partially offset by a decrease in our capital expenditures of $31.6 million. Refer to the Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation from our net cash provided by operating activities from continuing operations to operating free cash flow from continuing operations.
Capital
Expenditures
During fiscal 2022, our aggregate capital expenditures used in continuing operations were $40.0 million, which was lower than expected primarily due to supply chain challenges and labor availability. We expect to spend approximately 3% of net sales for capital projects in fiscal 2023.
Share Repurchase Program
In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to $250.0 million, $300.0 million and $200.0
million of the Company’s issued and outstanding common stock, respectively. Share repurchases under each of the 2021 and 2022 authorizations commenced after the previous authorizations were fully utilized. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The current 2022 authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. In
November 2021, the Company entered into a share repurchase agreement with affiliates of Engaged Capital, LLC (collectively, the “Selling Stockholders”), pursuant to which the Company repurchased 1.7 million shares directly from the Selling Stockholders at a price of $45.00 per share (see Note 21, Related Party Transactions). During fiscal 2022, the Company repurchased 10.6 million shares under the repurchase program, inclusive of the shares repurchased from the Selling Stockholders, for a total of $408.9
million, excluding commissions, at an average price of $38.48 per share. As of June 30, 2022, the Company had $173.5 million of remaining authorization under the share repurchase program. During fiscal 2021, the Company repurchased 3.1 million shares under the repurchase program for a total of $107.4 million, excluding commissions, at an average price of $34.87 per share. Of that amount, $1.4 million is included in accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheet as of June 30,
2021 pending settlement of trade.
Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures
We have included in this report measures of financial performance that are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”). We believe that these measures provide useful information to investors and include these measures in other communications to investors.
For each of these non-U.S. GAAP financial measures, we are providing below a reconciliation of the differences between the non-U.S. GAAP measure and the most directly comparable U.S. GAAP measure, an explanation of why our management and Board of Directors believes the non-U.S. GAAP measure provides useful information to investors and any additional purposes for which
our management and Board of Directors uses the non-U.S. GAAP measure. These non-U.S. GAAP measures should be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measure.
Net Sales - Constant Currency Presentation
We believe that this measure provides useful information to investors because it provides transparency to underlying performance in our consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. Dollar are translated into U.S. Dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate
in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.
Net Sales - Acquisitions, Divestitures and Discontinued Brands
We also exclude the impact of acquisitions, divestitures and discontinued brands when comparing net sales to prior periods, which results in the presentation of certain non-U.S. GAAP financial measures. The Company's management believes that excluding the impact of acquisitions, divestitures and discontinued brands when presenting period-over-period
results of net sales aids in comparability.
A reconciliation between reported and adjusted net sales increase (decrease) in fiscal 2022 is as follows:
(amounts
in thousands)
North America
International
Hain Consolidated
Net sales - Twelve months ended 6/30/22
$
1,163,132
$
728,661
$
1,891,793
Acquisitions, divestitures and discontinued brands
(55,393)
—
(55,393)
Impact
of foreign currency exchange
(1,454)
17,318
15,864
Net sales on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands - Twelve months ended 6/30/22
$
1,106,285
$
745,979
$
1,852,264
Net
sales - Twelve months ended 6/30/21
$
1,104,128
$
866,174
$
1,970,302
Divestitures and discontinued brands
(35,314)
(75,543)
(110,857)
Net sales adjusted for divestitures and discontinued brands -
Twelve months ended 6/30/21
$
1,068,814
$
790,631
$
1,859,445
Net sales increase (decrease)
5.3
%
(15.9)
%
(4.0)
%
Impact
of acquisitions, divestitures and discontinued brands
(1.7)
%
8.3
%
2.8
%
Impact of foreign currency exchange
(0.1)
%
2.0
%
0.8
%
Net sales increase (decrease)
on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands
3.5
%
(5.6)
%
(0.4)
%
Adjusted EBITDA
Adjusted EBITDA is defined as net income (loss) before income taxes, net interest expense, depreciation and amortization, impairment of long-lived and intangible assets, equity in the earnings of equity-method investees, stock-based compensation, productivity and transformation costs, and other non-recurring items such as litigation related to a
specific non-recurring matter. The Company’s management believes that this presentation provides useful information to management, analysts and investors regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition, management uses this measure for reviewing the financial results of the Company and as a component of performance-based executive compensation. Adjusted EBITDA is a non-U.S. GAAP measure and may not be comparable to similarly titled measures reported by other companies.
We do not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with U.S. GAAP. The principal limitation of Adjusted
EBITDA is that it excludes certain expenses and income that are required by U.S. GAAP to be recorded in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted EBITDA in connection with U.S. GAAP results.
A reconciliation of net income (loss) to Adjusted EBITDA is as follows:
Fiscal
Year Ended June 30,
(amounts in thousands)
2022
2021
Net income
$
77,873
$
77,364
Net income from discontinued operations, net of tax
—
11,255
Net
income from continuing operations
$
77,873
$
66,109
Depreciation and amortization
46,849
49,569
Equity in net loss of equity-method
investees
2,902
1,591
Interest expense, net
10,226
5,880
Provision for income taxes
22,716
41,093
Stock-based
compensation, net
15,611
15,659
Unrealized currency (gains) losses
(2,259)
752
Litigation and related costs
Litigation expenses
7,883
1,587
Proceeds
from insurance claims
(196)
(592)
Restructuring activities
Plant closure related costs, net
929
58
Productivity and transformation costs
8,803
12,572
Warehouse/manufacturing
consolidation and other costs
2,721
11,374
Acquisitions, divestitures and other
Transaction and integration costs, net
14,055
3,291
Gain on sale of assets
(9,049)
(4,900)
Gain
on sale of businesses
—
(2,604)
Impairment charges
Inventory write-down
(351)
(421)
Long-lived
asset and intangible impairments
1,903
57,920
Adjusted EBITDA
$
200,616
$
258,938
Operating Free Cash Flow from Continuing Operations
In our internal evaluations, we use the non-U.S. GAAP financial measure “operating free cash
flow from continuing operations.” The difference between operating free cash flow from continuing operations and cash flow provided by or used in operating activities from continuing operations, which is the most comparable U.S. GAAP financial measure, is that operating free cash flow from continuing operations reflects the impact of capital expenditures. Since capital spending is essential to maintaining our operational capabilities, we believe that it is a recurring and necessary use of cash. As such, we believe investors should also consider capital spending when evaluating our cash provided by or used in operating activities. We view operating free cash flow from continuing operations as an important measure because it is one factor in evaluating the amount of cash available for discretionary investments. We do not consider operating free cash flow from continuing operations in isolation or as an alternative to financial measures determined in accordance with
U.S. GAAP.
A reconciliation from net cash provided by operating activities to operating free cash flow is as follows:
Fiscal Year Ended June 30,
(amounts
in thousands)
2022
2021
Net cash provided by operating activities
$
80,241
$
196,759
Purchases of property, plant and equipment
(39,965)
(71,553)
Operating
free cash flow
$
40,276
$
125,206
As of June 30, 2022, we had non-current unrecognized tax benefits of $21.9 million for which we are not able to reasonably estimate the timing of future cash flows. As a result, this amount has not been included in the table above.
We believe that our cash on hand of $65.5 million at June 30, 2022 as well as projected cash flows from operations and
availability under our Credit Agreement are sufficient to fund our working capital needs in the ordinary course of business, anticipated fiscal 2023 capital expenditures and other expected cash requirements for at least the next 12 months.
Contractual Obligations
We are party to contractual obligations involving commitments to make payments to third parties, which impact our short-term and long-term liquidity and capital resource needs. Our contractual obligations primarily consist of long-term debt and related interest payments, purchase commitments and operating leases. See Note 7, Leases, and Note 10, Debt and Borrowings,in the Notes
to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Practices, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K. The policies below have been identified as the critical accounting policies we use which require
us to make estimates and assumptions and exercise judgment that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. We believe in the quality and reasonableness of our critical accounting estimates; however, materially different amounts might be reported under different conditions or using assumptions, estimates or making judgments different from those that we have applied. Our critical accounting policies, including our methodology for estimates made and assumptions used, are as follows:
Variable Consideration
In addition to fixed contract consideration, many of the
Company’s contracts include some form of variable consideration. The Company offers various trade promotions and sales incentive programs to customers and consumers, such as price discounts, slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons. The expenses associated with these programs are accounted for as reductions to the transaction price of products and are therefore deducted from sales to determine reported net sales. Trade promotions and sales incentive accruals are subject to significant management estimates and assumptions. The critical assumptions used in estimating the accruals for trade promotions and sales incentives include the Company’s
estimate of expected levels of performance and redemption rates. The Company exercises judgment in developing these assumptions. These assumptions are based upon historical performance of the retailer or distributor customers with similar types of promotions adjusted for current trends. The Company regularly reviews and revises, when deemed necessary, estimates of costs to the Company for these promotions and incentives based on what has been incurred by the customers. The terms of most of the promotion and incentive arrangements do not exceed a year and therefore do not require highly uncertain long-term estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization
process for deductions taken by a customer from amounts otherwise due to the Company. Differences between estimated expense and actual promotion and incentive costs are recognized in earnings in the period such differences are determined. Actual expenses may differ if the level of redemption rates and performance were to vary from estimates. During the year ended June 30, 2022, the Company revised its estimates for trade promotion expense incurred in the prior year based on new information that was not available at the time that the June 30, 2021 accrual was established. This change in estimate was due to unique circumstances, such as the implementation of bracket pricing in North
America and less expense incurred from retail resets, both leading to lower-than-expected customer deductions on the outstanding promotional accrual. This change in estimate caused an increase in net sales of 0.2%.
We perform routine credit evaluations on existing and new customers. We apply reserves for delinquent or uncollectible trade receivables based on a specific identification methodology and also apply an additional reserve based on the experience we
have with our trade receivables aging categories. As credit losses have been within our expectations in recent years and as only one customer represented more than 10% of accounts receivable, net atJune 30, 2022, we believe there is no significant or unusual credit exposure at this time.
Based on cash collection history and other statistical analysis, we estimate the amount of unauthorized deductions that our customers have taken that we expect will be collectible and repaid in the near future and record a chargeback receivable. Differences between estimated collectible receivables and actual collections are recognized in earnings in the period such differences are determined.
We may not have the same experience
with our receivables during different economic conditions, or with changes in business conditions, such as consolidation within the food industry and/or a change in the way we market and sell our products.
Valuation of Long-lived Assets
Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow analyses are used to determine if impairment exists. If impairment is determined to exist, the loss is calculated based on estimated fair value.
Goodwill and Intangible Assets
Goodwill and intangible
assets deemed to have indefinite lives are not amortized but rather are tested at least annually for impairment, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the asset may not be recoverable.
Goodwill is tested for impairment at the reporting unit level. A reporting unit represents an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a two-step quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative assessment for some or all reporting units and perform a two-step quantitative impairment test. The estimate of the fair values of our
reporting units are based on the best information available as of the date of the assessment. We generally use a blended analysis of the present value of discounted cash flows and the market valuation approach. The discounted cash flow model uses the present values of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of operating and external economic factors in estimating our future cash flows. The assumptions we use in our evaluations include projections of growth rates and profitability, our estimated working capital needs, as well as our weighted average cost of capital. The market valuation approach indicates the fair value of a reporting unit based on a comparison to comparable publicly traded firms in similar businesses. Estimates used in the market value approach include the identification of similar companies with comparable business factors. Changes in economic and operating conditions impacting the assumptions
we made could result in additional goodwill impairment in future periods. If the carrying value of the reporting unit exceeds fair value, goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of the goodwill and the “implied” fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business combination.
Indefinite-lived intangible assets consist primarily of acquired tradenames and trademarks. We first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. We measure the fair value of these assets using the relief from royalty method. This method assumes that the tradenames and trademarks have value to the extent their owner is relieved from paying royalties for the benefits received. We estimate the future
revenues for the associated brands, the appropriate royalty rate and the weighted average cost of capital.
The Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2022, in conjunction with its budgeting and forecasting process for fiscal year 2023, and concluded that no indicators of impairment existed at any of its reporting units.
As of June 30, 2022, the carrying value of goodwill was $933.8 million. For the fiscal 2022 impairment analysis, the Company performed the qualitative assessment for all of its reporting units with the exception of the
United Kingdom and Europe
reporting units where a quantitative assessment was performed. The estimated fair value of each reporting unit exceeded its carrying value based on the analysis performed. For the United Kingdom and Europe reporting units, the quantitative analysis was performed. Holding all other assumptions used in the 2022 fair value measurement constant, a 100-basis-point increase in the weighted average cost of capital would not result in the carrying value of the reporting units to be in excess of the fair value. The fair values were based on significant management assumptions including an estimate of future cash
flows. If assumptions are not achieved or market conditions decline, potential impairment charges could result. The Company will continue to monitor impairment indicators and financial results in future periods.
Indefinite-lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill, or on an interim basis if and when events or circumstances change that would more likely than not reduce the fair value of any of its indefinite-life intangible assets below their carrying value. In assessing fair value, the Company utilizes a “relief from royalty payments” methodology. This approach
involves two steps: (i) estimating the royalty rates for each trademark and (ii) applying these royalty rates to a projected net sales stream and discounting the resulting cash flows to determine fair value. If the carrying value of the indefinite-lived intangible assets exceeds the fair value of the assets, the carrying value is written down to fair value in the period identified. The result of the annual assessment for the year ended June 30, 2022 indicated that the fair value of the Company’s tradenames exceeded their carrying values and no indicators of impairment with one exception that is discussed in Note 8, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
See
also Note 8, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K, for additional information.
Business Combinations
During the year ended June 30, 2022, the Company completed the acquisition of THWR for total consideration of $260.4 million, net of cash acquired. The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities.
Accounting
for the acquisition of THWR required estimation in determining the fair value of identified intangible assets for acquired customer relationships and tradenames. Estimation was utilized as it relates to inputs to the valuation techniques used to measure the fair value of these intangible assets as well as the sensitivity of the respective fair values to the underlying assumptions. The significant assumptions used to estimate the fair value of the acquired intangible assets included discount rates, revenue growth rates, and operating margins. These assumptions are forward-looking and could be affected by future economic and market conditions.
Stock-based Compensation
The Company uses the fair market value of the
Company’s common stock on the grant date to measure fair value for service-based and performance-based awards and a Monte Carlo simulation model to determine the fair value of market-based awards. The use of the Monte Carlo simulation model requires the Company to make estimates and assumptions, such as expected volatility, expected term and risk-free interest rate. The fair value of stock-based compensation awards is recognized as an expense over the vesting period using the straight-line method. For awards that contain a market condition, expense is recognized over the defined or derived service period using a Monte Carlo simulation model.
For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the performance criteria is probable
and is recognized over the performance and vesting service periods. Compensation expense is recognized for only that portion of stock-based awards that are expected to vest.
Deferred tax assets arise when we recognize expenses in our financial statements that will be allowed as income tax deductions in future periods. Deferred tax assets also include unused tax net operating losses and tax credits that we are allowed to carry forward to future years. Accounting
rules permit us to carry deferred tax assets on the balance sheet at full value as long as it is “more likely than not” that the deductions, losses or credits will be used in the future. A valuation allowance must be recorded against a deferred tax asset if this test cannot be met. Our determination of our valuation allowances is based upon a number of assumptions, judgments and estimates, including forecasted earnings, future taxable income and the relative proportions of revenue and income before taxes in the various jurisdictions in which we operate. Concluding that a valuation allowance is not required is difficult when there is significant negative evidence that is objective and verifiable, such as cumulative losses in recent years.
We have deferred tax assets related to foreign net operating losses, primarily in the United Kingdom and to a lesser extent in Belgium, against
which we have recorded valuation allowances. Under current tax law in these jurisdictions, our carryforward losses have no expiration.
During fiscal 2020, we recorded a valuation allowance against a majority of our state deferred tax assets and state net operating loss carryforwards as it was not more likely than not that the state tax attributes will be realized. In fiscal 2021, the Company had positive results in the United States and, thus, state-level taxable income. This resulted in an expected utilization of certain of the state deferred tax assets which were previously reserved. Valuation allowances reversed were based on this positive evidence, in addition to other positive evidence, which justified the release of an additional amount of the state valuation allowance.
Recent
Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies and Practices, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for information regarding recent accounting pronouncements.
Seasonality
Certain of our product lines have seasonal fluctuations. Hot tea, hot-eating desserts and soup sales are stronger in colder months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer months. As such, our results of operations and our cash flows for
any particular quarter are not indicative of the results we expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations. In recent years, net sales and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which the Company
is exposed are:
•interest rates on debt and cash equivalents;
•foreign exchange rates, generating translation and transaction gains and losses; and
•ingredient inputs.
Interest Rates
We centrally manage our debt and cash equivalents, considering investment opportunities and risks, tax consequences and overall financing strategies. Our cash equivalents consist primarily of money market funds or their equivalent. As of June 30, 2022, we had $889 million of variable rate debt outstanding under
our Credit Agreement. 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 June 30, 2022, the notional amount of the interest rate swaps was $630 million. Of this amount, $230 million has a weighted average fixed rate of 1.77% with a maturity date in February 2023. The remaining amount of $400 million relates to derivatives for which fixed rate payments of 4.85% will start from February 2023. Assuming current cash equivalents, variable rate borrowings and the effects of the interest rate swaps, a hypothetical change in average interest rates of one percentage point would have no impact to net interest expense.
Operating in international markets involves exposure to movements in currency exchange rates, which are volatile at times, and the impact of such movements, if material, could cause adjustments to our financing and operating strategies.
During fiscal 2022, approximately 45% of our consolidated net sales were generated from sales outside the United States, while such sales outside the United States were 52% of net sales in fiscal 2021 and 51% of net sales in fiscal 2020. These revenues, along with related expenses and capital purchases, were conducted primarily
in British Pounds Sterling, Euros and Canadian Dollars. Sales and operating income would have decreased by approximately $42.3 million and $4.2 million, respectively, if average foreign exchange rates had been lower by 5% against the U.S. Dollar in fiscal 2022. These amounts were determined by considering the impact of a hypothetical foreign exchange rate on the sales and operating income of the Company’s international operations.
Fluctuations in currency exchange rates may also impact the Stockholders’ Equity of the Company. Amounts invested in our non-United States subsidiaries
are translated into United States Dollars at the exchange rates as of the last day of each reporting period. Any resulting cumulative translation adjustments are recorded in Stockholders’ Equity as Accumulated Other Comprehensive Loss. The cumulative translation adjustments component of Accumulated Other Comprehensive Loss decreased by $102.1 million during the fiscal year ended June 30, 2022.
To reduce that risk, the Company may enter into certain derivative financial instruments, when available on a cost-effective basis, to manage such risk. We had approximately $131.8 million in notional amounts of cross-currency swaps and foreign currency exchange contracts
at June 30, 2022. See Note 16, Derivatives and Hedging Activities, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Ingredient Inputs Price Risk
The Company purchases ingredient inputs such as vegetables, fruits, oils, grains, beans, nuts, tea and herbs, spices, dairy products, plant-based surfactants, glycerin and alcohols, as well as packaging materials, to be used in its operations. These inputs are subject to price fluctuations that may create price risk. Although we sometimes hedge against fluctuations in the prices of the ingredients by using future or forward
contracts or similar instruments, the majority of our future purchases of these items are subject to changes in price. We may enter into fixed purchase commitments in an attempt to secure an adequate supply of specific ingredients. These agreements are tied to specific market prices. Market risk is estimated as a hypothetical 10% increase or decrease in the weighted average cost of our primary inputs as of June 30, 2022. Based on our cost of goods sold during the fiscal year ended June 30, 2022, such a change would have resulted in an increase or decrease to cost of sales of approximately $101 million. We attempt to offset the impact of input cost increases with a combination of cost savings initiatives and efficiencies
and price increases.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of The Hain Celestial Group, Inc. and subsidiaries are included in Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: i42)
Consolidated Statements of Operations - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income (Loss) - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Stockholders’ Equity - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated
Statements of Cash Flows - Fiscal Years ended June 30, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
The following consolidated financial statement schedule of The Hain Celestial Group, Inc. and subsidiaries is included in Item 15(a):
Schedule II - Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted.
We have audited the accompanying consolidated balance sheets of The Hain Celestial Group, Inc. and Subsidiaries (the Company) as of June 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company at June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2022, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 25, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
For the year ended June 30, 2022, the Company’s reported net sales was $1.9 billion. As described in Note 2 of the 2022 consolidated financial statements, the Company provides certain retailers and distributors with trade and
promotional incentive programs, which results in variable consideration and the Company having to estimate the expected costs of these programs that are often settled in a period after the sale taking place. The estimated costs of these programs are recorded as a reduction to revenue at the time a product is sold to the customer. The measurement of trade promotions and sales incentive programs involves the use of judgment related to estimates of expected levels of performance and redemption rates. Auditing the estimate of trade promotions and sales incentives is complex because the revenue recognized is determined based on significant management estimates. In particular, estimates are made for expected levels of performance and redemption rates. These estimates are based on historical performance of the retailer or distributor,
types and levels of promotions, and expected deviations from historical trends. Changes in these assumptions can have a significant impact on the amount of the revenue recognized. The completeness of the trade promotions and sales incentives estimate could also be impacted by any undisclosed side arrangements with customers.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s trade and promotional incentive program process. For example, we tested controls over management’s review of significant assumptions, such as expected sales and consumption activity, management’s validation of the completeness and accuracy of the data used in making their estimates,
and other controls such as their retrospective review analysis.
Among other tests, we tested the results of the Company's retrospective review analyses performed on their prior year and current year trade and promotional incentive program reserves, evaluated the assumptions used by comparing them to historical trends and third-party source information, and performed detailed transactional testing of customer deduction data. Additionally, we obtained confirmations from Company sales representatives to assess the completeness of incentive programs.
Valuation of Intangible Assets from the That’s How We Roll Acquisition
Description of the Matter
As described in Note 4 to the consolidated financial statements, during the year ended June 30, 2022, the Company completed the acquisition of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively
doing business as "That's How We Roll" for total consideration of $260.4 million, net of cash acquired. The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities.
Auditing the Company's accounting for its acquisition of That’s How We Roll required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of identified intangible assets for acquired customer relationships and trade names. The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of these intangible assets as well
as the sensitivity of the respective fair values to the underlying significant assumptions. The significant assumptions used to estimate the fair value of the acquired intangible assets included discount rates, revenue growth rates, and operating margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the valuation of intangible assets from the That’s How We Roll acquisition. For example, we tested controls over management’s review of the valuation models and significant assumptions described above.
To
test the estimated fair value of the acquired customer relationships and trade names, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company. For example, we compared the revenue growth rates and operating margins to the historical results of the acquired business. We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired intangible assets that would result from changes in the significant assumptions. In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain significant assumptions used by the Company.
(Amounts in thousands, except par values and per share data)
1. iDESCRIPTION
OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,”“Hain Celestial,”“we,”“us” or “our”), was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet. 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 in over i75countries worldwide. The Company operates under itwo reportable segments: North America and International.
i
Basis
of Presentation
The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net income (loss) includes the Company’s
equity in the current earnings or losses of such companies.
Unless otherwise indicated, references in these consolidated financial statements to 2022, 2021 and 2020 or “fiscal” 2022, 2021 and 2020 or other years refer to the fiscal year ended June 30 of that respective year and references to 2023 or “fiscal” 2023 refer to the fiscal year ending June 30, 2023.
Acquisition
On December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively doing
business as "That's How We Roll" ("THWR"), the producer and marketer of ParmCrisps® and Thinsters®. See Note 4, Acquisitions and Dispositions, for details.
i
Discontinued Operations
The financial statements separately report discontinued operations and the results of continuing operations (see Note 4, Acquisitions
and Dispositions). All footnotes exclude discontinued operations unless otherwise noted.
i
Use of Estimates
The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting principles used required the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date
of the financial statements and amounts of income and expenses during the reporting periods presented. Actual results could differ from those estimates. These estimates include, among others, variable consideration related to revenue recognition for trade promotions and sales incentives, valuation of accounts and chargeback receivables, valuation of long-lived assets, goodwill and intangible assets (acquired in business combinations and analysis of impairment), stock-based compensation, and valuation allowances for deferred tax assets.
2. iSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
i
Cash
and Cash Equivalents
The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
In addition, cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand.
i
Revenue
Recognition
The Company sells its products through specialty and natural food distributors, supermarkets, natural foods stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores in over i75 countries worldwide. The majority of the
Company’s revenue contracts represent a single performance obligation related to the fulfillment of customer orders for the purchase of products. The Company recognizes revenue as performance obligations are fulfilled when control passes to customers. Customer contracts typically contain standard terms and conditions. In instances where formal written contracts are not in place, the Company considers the customer purchase orders to be contracts
based on the criteria outlined in Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). iPayment terms and conditions vary by customer and are based on the billing schedule established in contracts or purchase orders with customers, but the Company generally provides
credit terms to customers ranging from 10-90 days. Therefore, the Company has concluded that contracts do not include a significant financing component.
Sales includes shipping and handling charges billed to the customer and are reported net of discounts, trade promotions and sales incentives, consumer coupon programs and other costs, including estimated allowances for returns, allowances and discounts associated with aged or potentially unsalable product, and prompt pay discounts. Shipping and handling costs are accounted for as a fulfillment activity of promise to transfer products to customers and are included in the cost of sales line item on the Consolidated Statements of Operations.
Variable
Consideration
In addition to fixed contract consideration, many of the Company’s contracts include some form of variable consideration. The Company offers various trade promotions and sales incentive programs to customers and consumers, such as price discounts, slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons. The expenses associated with these programs are accounted for as reductions to the transaction price of the products and are therefore deducted from net sales to
determine reported net sales. Trade promotions and sales incentive accruals are subject to significant management estimates and assumptions. The critical assumptions used in estimating the accruals for trade promotions and sales incentives include the Company’s estimate of expected levels of performance and redemption rates. The Company exercises judgment in developing these assumptions. These assumptions are based upon historical performance of the retailer or distributor customers with similar types of promotions adjusted for current trends. The Company regularly reviews and revises, when deemed necessary, estimates of costs to the Company
for these promotions and incentives based on what has been incurred by the customers. The terms of most of the promotion and incentive arrangements do not exceed a year and therefore do not require highly uncertain long-term estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company. Differences between estimated expense and actual promotion and incentive costs are recognized in earnings in the period such differences are determined. Actual expenses may differ if the level of redemption rates and performance were to vary from estimates. During the year ended June 30, 2022, the Company revised its estimates for trade promotion expense incurred in the prior year based on new
information that was not available at the time that the June 30, 2021 accrual was established. This change in estimate was due to unique circumstances, such as the implementation of bracket pricing in North America and less expense incurred from retail resets, both leading to lower-than-expected customer deductions on the outstanding promotional accrual. This change in estimate caused an increase in net sales of i0.2%.
As the Company’s contracts are generally shorter than one year, the Company has elected a practical expedient under ASC 606 that allows the Company to expense as incurred the incremental costs of obtaining a contract if the contract period is for
one year or less. These costs are included in selling, general and administrative expenses on the Consolidated Statements of Operations.
Valuation of Accounts and
Chargebacks Receivable and Concentration of Credit Risk
The Company routinely performs credit evaluations on existing and new customers and maintains an allowance for expected uncollectible accounts receivable which is recorded as an offset to trade accounts receivable on the Consolidated Balance Sheets. Effective July 1, 2020, collectability of accounts receivable is assessed by applying a historical loss-rate methodology in accordance with ASC Topic 326, Financial Instruments - Credit Losses, adjusted as necessary based on the Company's review of accounts receivable on an individual basis, specifically identifying customers
with known disputes or collectability issues, and experience with trade receivable aging categories. The Company also considers market conditions and current and expected future economic conditions to inform adjustments to historical loss data. Changes to the allowance, if any, are classified as bad debt provisions within selling, general and administrative expenses on the Consolidated Statements of Operations. Credit losses have been within the Company’s expectations in recent years. While one of the Company’s customers represented approximately i15%
and i6% of trade receivables balances as of June 30, 2022 and 2021, respectively, the Company believes that there is no significant or unusual credit exposure at this time.
Based on cash collection history and other statistical analysis, the Company
estimates the amount of unauthorized deductions customers have taken that the Company expects will be collected and repaid in the near future and records a chargeback receivable which is a component of trade receivables. Differences between estimated collectible receivables and actual collections are recognized in earnings in the period such differences are determined.
/
Sales to one customer and its affiliates approximated i15%,
i11% and i12% of sales during the fiscal years ended June 30, 2022, 2021 and 2020,
respectively.
iInventory
Inventory is valued at the lower of cost or net realizable value, utilizing the first-in, first-out method. The Company provides write-downs for finished goods expected to become non-saleable due to age and specifically identifies and provides for slow moving or obsolete raw ingredients and packaging.
i
Property,
Plant and Equipment
Property, plant and equipment is carried at cost and depreciated or amortized on a straight-line basis over the estimated useful lives or lease term (for leasehold improvements), whichever is shorter. The Company believes the useful lives assigned to the Company’s property, plant and equipment are within ranges generally used in consumer products manufacturing and distribution businesses. The Company’s manufacturing plants and distribution centers, and their related assets, are reviewed when impairment indicators are present by analyzing underlying cash flow projections. The
Company believes no impairment of the carrying value of such assets exists other than as disclosed under Note 4, Acquisitions and Dispositions,and Note 6, Property, Plant and Equipment, Net. Ordinary repairs and maintenance costs are expensed as incurred. iThe Company utilizes the following ranges of asset
lives:
Buildings and improvements
i10 - i40
years
Machinery and equipment
i3 - i20 years
Furniture
and fixtures
i3 - i15 years
Leasehold improvements are amortized
over the shorter of the respective initial lease term or the estimated useful life of the assets, and generally range from i3 to i20 years.
Software that is developed for internal use
is recorded as a component of property, plant and equipment. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its estimated useful life. All other expenditures, including those incurred in order to maintain the asset’s current level of performance, are expensed as incurred. The net book value of internally developed software as of June 30,
2022 is $i19,874 and it is included as a component of Computer Hardware and Software in Note 6, Property, Plant and Equipment, Net.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill and other intangible assets with indefinite useful lives are not amortized but rather are tested at least annually for impairment, or when circumstances indicate that the carrying amount of the asset may not be recoverable. The Company performs its annual test for impairment at the beginning of the
fourth quarter of its fiscal year.
Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. The impairment test for goodwill requires the Company to compare the fair value of a reporting unit to its
carrying value, including goodwill. The Company uses a blended analysis of a discounted cash flow model and a market valuation approach to determine the fair values of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the Company would then compare the carrying value of the goodwill to its implied fair value in order to determine the amount of the impairment, if any.
Indefinite-lived intangible assets, which are not amortized, consist primarily of acquired trademarks and tradenames. Indefinite-lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill,
or on an interim basis if and when events or circumstances change that would more likely than not reduce the fair value of any of its indefinite-life intangible assets below their carrying value. In assessing fair value, the Company utilizes a “relief from royalty” methodology. This approach involves two steps: (i) estimating the royalty rates for each trademark and (ii) applying these royalty rates to a projected net sales stream and discounting the resulting cash flows to determine fair value. If the carrying value of the indefinite-lived intangible assets exceeds the fair value of the assets, the carrying value is written down to fair value in the period identified. This method includes significant management assumptions such as revenue growth rates, weighted average cost of capital and assumed royalty rates.
See
Note 8, Goodwill and Other Intangible Assets, for information on goodwill and intangibles impairment charges.
i
Transfer of Financial Assets
The Company accounts for transfers of financial assets, such as non-recourse accounts receivable factoring 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 factoring arrangements in which eligible receivables are sold to third-party buyers in exchange for cash. The Company transferred accounts receivables 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 $i170,737 during the year ended June 30, 2022, $i96,788
during the year ended June 30, 2021 and $i108,928 were sold in the year ended June 30, 2020. The incremental cost of factoring 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 from operating activities on the Consolidated Statements of Cash Flows.
/
Cost of Sales
Included in cost of sales are the cost of products sold, including the costs of raw materials and labor and overhead required to produce the products, warehousing, distribution, supply chain costs, as well as costs associated with shipping and handling of inventory.
i
Foreign
Currency Translation and Remeasurement
The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s international operations are reported as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. Gains and losses arising from intercompany foreign currency transactions that are of a long-term nature are reported in the same manner as translation adjustments.
Gains and losses arising from intercompany foreign currency transactions that
are not of a long-term nature and certain transactions of the Company’s subsidiaries which are denominated in currencies other than the subsidiaries’ functional currency are recognized as incurred in other (income) expense, net on the Consolidated Statements of Operations.
Included in selling, general and administrative expenses are advertising costs, promotion costs not paid directly to the Company’s customers, salary and related benefit costs of the Company’s employees in the finance, human resources, information technology, legal, sales and marketing functions, facility related costs of the Company’s administrative functions, research and development costs, and costs paid to consultants and third party providers for related services.
i
Research
and Development Costs
Research and development costs are expensed as incurred and are included in selling, general and administrative expenses on the Consolidated Statement of Operations. Research and development costs amounted to $i9,416 in fiscal 2022, $i10,372
in fiscal 2021 and $i11,653 in fiscal 2020, consisting primarily of personnel related costs. The Company’s research and development expenditures do not include the expenditures on such activities undertaken by co-packers and suppliers who develop numerous products on behalf of the Company and on their own initiative with the expectation that the
Company will accept their new product ideas and market them under the Company’s brands.
/
i
Advertising Costs
Advertising costs, which are included in selling, general and administrative expenses, amounted to $i15,393
in fiscal 2022, $i20,706 in fiscal 2021 and $i19,455 in fiscal 2020. Such costs are expensed as incurred.
/
Proceeds
from Insurance Claims
In July 2019, the Company received $i7,027 as partial payment from an insurance claim relating to business disruption costs associated with a co-packer, $i4,460
of which was recognized in fiscal 2019 as it related to reimbursement of costs incurred in that fiscal year. The Company recorded an additional $i2,567 in the first quarter of fiscal 2020 and received an additional $i462
of proceeds in the third quarter of fiscal 2020. In fiscal 2021 and fiscal 2022, the Company received $i592 and $i196
of proceeds from insurance claims, respectively.
i
Income Taxes
The Company follows the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities at enacted rates in effect in the years in which the differences
are expected to reverse. Valuation allowances are provided for deferred tax assets to the extent it is more likely than not that the deferred tax assets will not be recoverable against future taxable income.
The Company recognizes liabilities for uncertain tax positions based on a two-step process prescribed by the authoritative guidance. The first step requires the Company to determine if the weight of available evidence indicates that the tax position has met the threshold for recognition; therefore, the Company must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution
of any related appeals or litigation processes. The second step requires the Company to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates the uncertain tax positions each period based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Depending on the jurisdiction, such a change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company records interest
and penalties in the provision for income taxes.
i
Fair Value of Financial Instruments
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. At June 30, 2022 and 2021, the carrying values of financial instruments such
as accounts receivable, accounts payable, accrued expenses and other current liabilities, as well as borrowings under the Company’s credit facility and other borrowings, approximated fair value based upon either the short-term maturities or market interest rates of these instruments.
ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related
contingent features in derivative instruments.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to
variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The effective portion of changes in the fair value of derivative instruments that qualify for cash flow hedge and net investment hedge accounting treatment are recognized in stockholders’ equity as a component of accumulated other comprehensive loss until the hedged item is recognized in earnings. Changes in the fair value of fair value hedges, derivatives that do not qualify for hedge
accounting treatment, as well as the ineffective portion of any cash flow hedges, are recognized currently in earnings as a component of other (income) expense, net or interest and other financing expense, net on the Consolidated Statement of Operations. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
i
Stock-Based
Compensation
The Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-based and performance-based awards, and a Monte Carlo simulation model to determine the fair value of market-based awards. The fair value of stock-based compensation awards is recognized as an expense over the vesting period using the straight-line method. For awards that contain a market condition, expense is recognized over the defined or derived service period using a Monte Carlo simulation model. Compensation expense is recognized for these awards on a straight-line basis over the service period, regardless of the eventual number of shares that are earned based upon the market condition,
provided that each grantee remains an employee at the end of the performance period. Compensation expense on awards that contain a market condition is reversed if at any time during the service period a grantee is no longer an employee.
For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods. Compensation expense is recognized for only that portion of stock-based awards that are expected to vest.
The Company recognizes forfeitures as they occur at which time compensation cost previously recognized for an award that is forfeited because of failure to
satisfy a condition is reversed in the period of the forfeiture.
The Company receives an income tax deduction in certain tax jurisdictions for restricted stock grants when they vest and for stock options exercised by employees equal to the excess of the market value of the Company’s common stock on the date of exercise over the option price. Excess tax benefits (tax benefits resulting from tax deductions in excess of compensation cost recognized) are classified as a cash flow provided by operating activities on the Consolidated Statements of Cash Flows.
iValuation
of Long-Lived Assets
The Company periodically evaluates the carrying value of long-lived assets, other than goodwill and intangible assets with indefinite lives, held and used in the business when events and circumstances occur indicating that the carrying amount of the asset may not be recoverable. An impairment test is performed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. Once such impairment test is performed, a loss is recognized based on the amount, if any, by which the carrying value exceeds the estimated fair value for assets to be held and used.
See Note 4, Acquisitions and Dispositions,and Note 6, Property, Plant and Equipment, Net,for information on long-lived asset impairment charges.
Arrangements
containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term.
With the exception of certain finance leases, an implicit rate of return is not readily determinable for the Company's leases. For these leases, an incremental borrowing rate is used in determining the present value of lease payments and is calculated based on information available at the lease commencement date. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the
Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations.
The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Leases with an initial term of 12 months or less are not recognized on the Consolidated Balance Sheets. The Company has elected to separate lease and non-lease components.
i
Net
Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock.
i
Recently
Adopted Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination on the acquisition date
in accordance with ASC 606 as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The Company adopted ASU 2021-08 during the second quarter of fiscal year 2022, and the adoption did not have an impact on the Company's consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform
(Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASU 2020-04 is currently effective and may be applied prospectively to contract modifications made on or before December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies certain provisions in Topic 848, if elected by an entity, to apply to derivative instruments that use an interest rate for margining, discounting, or contract
price alignment that is modified as a result of reference rate reform. During the first quarter of fiscal year 2022, the Company adopted the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company is currently assessing the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
Recently Issued Accounting Pronouncements Not Yet Effective
There
are no recently issued accounting pronouncements not yet effective that the Company believes will have a significant impact on its consolidated financial statements.
The following table sets forth the computation of basic and diluted net income per share utilized to calculate earnings per share on the Consolidated Statements of Operations:
Net
income (loss) from discontinued operations, net of tax
i—
i11,255
(i106,041)
Net
income (loss)
$
i77,873
$
i77,364
$
(i80,407)
Denominator:
Basic
weighted average shares outstanding
i92,989
i100,235
i103,618
Effect
of dilutive stock options, unvested restricted stock and
unvested restricted share units
i356
i1,087
i319
Diluted
weighted average shares outstanding
i93,345
i101,322
i103,937
/
There
were i316, i137 and i428
restricted stock awards and stock options excluded from the Company’s calculation of diluted net income (loss) per share for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, as such awards were anti-dilutive.
Additionally i214,
i721 and i2,645
stock-based awards outstanding at June 30, 2022, 2021 and 2020, respectively, were excluded from the calculation of diluted net income (loss) per share for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods.
4.
iACQUISITIONS AND DISPOSITIONS
That's How We Roll
On December 28, 2021, the Company acquired all outstanding stock of THWR, the producer and marketer of ParmCrisps® and Thinsters®,
deepening the Company's position in the snacking category. Consideration for the transaction, net of cash acquired, totaled $i260,424. Of the total consideration, $i259,985
was paid with the remaining $i439 payable as of June 30, 2022. The acquisition was funded with borrowings under the Credit Agreement (as defined in Note 10, Debt and Borrowings). The Company incurred, $i5,103
of transaction costs in connection with the acquisition, which were expensed as incurred and are included as a component of selling, general and administrative expenses on the Consolidated Statements of Operations for the fiscal year ended June 30, 2022.
iThe following table summarizes the
Company's allocation of the purchase price to the assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date.
The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Of the $i193,800
of identifiable intangible assets acquired, $i70,800 was assigned to customer relationships with a weighted average estimated useful life of i17
years, and $i123,000 was assigned to tradenames with indefinite lives. The goodwill recorded as a result of this acquisition is not expected to be deductible for tax purposes.
Results of THWR are included in the United States operating segment, a component of the North America reportable segment. THWR's net
sales and net income included in the Company’s consolidated results were i2.9% of consolidated net sales and i3.7% of net income, respectively,
for the fiscal year ended June 30, 2022.
i
The following table provides unaudited pro forma results of continuing operations had the acquisition been completed at the beginning of fiscal 2021. The proforma information reflects certain adjustments related to the acquisition but does not reflect any potential operating efficiencies or cost savings that may result from the acquisition. Accordingly, this information has been provided for
illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results.
(1) The pro forma adjustments include the elimination of transaction costs totaling $i5,103 from the fiscal year ended June 30, 2022 and recognition of those costs in the fiscal year ended June 30, 2021. Additionally, the pro forma adjustments include the elimination of integration
costs and a fair value inventory adjustment totaling $i1,800 for the fiscal year ended June 30, 2022 and recognition of those costs in the fiscal period ended June 30, 2021.
GG UniqueFiber®
On June 28, 2021, the
Company completed the divestiture of its crispbread crackers business, GG UniqueFiber (“GG”) for total cash consideration of $i336. The sale of GG is consistent with the Company’s transformation and portfolio simplification process. GG operated in Norway and was part of the Company’s International reportable segment. The
Company deconsolidated the net assets of GG during the twelve months ended June 30, 2021, recognizing a pre-tax loss on sale of $i3,753 in the fourth quarter of fiscal 2021.
Dream® and WestSoy®
On April
15, 2021, the Company completed the divestiture of its North America non-dairy beverages business, consisting of the Dream® and WestSoy® brands (“Dream”), for total cash consideration of $i33,000, subject to customary post-closing adjustments. The final purchase price was $i31,320.
The non-dairy beverage business was considered to be non-core within our broader North American business, and the sale aligns with the Company’s portfolio simplification process. The business operated out of the United States and Canada and was part of the Company’s North America reportable segment. The Company deconsolidated the net assets of the North American non-dairy beverage business during the twelve months ended June 30, 2021, recognizing a pre-tax gain on sale of $i7,519
in the fourth quarter of fiscal 2021.
Fruit
In August 2020, the Company's Board of Directors approved a plan to sell its prepared fresh fruit, fresh fruit drinks and fresh fruit desserts division ("Fruit"), primarily consisting of the Orchard House® Foods Limited business and associated brands. This decision supported the Company's overall strategy as the Fruit business did not align, and had limited synergies with the rest of the Company's businesses. The Fruit business operated in the U.K. and was
part of the Company’s International reportable segment. The Company determined that the held for sale criteria was met and classified the assets and liabilities of the Fruit business as held for sale as of September 30, 2020 and December 31, 2020, recognizing a pre-tax non-cash loss to reduce the carrying value to its estimated fair value less costs to sell of $i56,093
during the fiscal year ended June 30, 2021. The sale was completed on January 13, 2021 for a total cash consideration of $i38,547, recognizing a pre-tax loss on sale of $i1,904.
Danival®
The
Company entered into a definitive stock purchase agreement on June 30, 2020 for the sale of its Danival® business, a component of the International reportable segment, and the transaction closed on July 21, 2020. The Company deconsolidated the net assets of the Danival® business upon closing of the sale during the quarter ended September 30, 2020, recognizing a pre-tax gain on sale of $i611
during the first quarter of fiscal 2021.
On August 27, 2019, the Company sold the entities comprising the former Tilda operating segment and certain other assets of the Tilda business for an aggregate price of $i342,000 in
cash, subject to customary post-closing adjustments based on the balance sheets of the Tilda business. The disposition of the Tilda operating segment represented a strategic shift that had a major impact on the Company’s operations and financial results and has been accounted for as discontinued operations. Net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations was nil for the year ended June 30, 2022. iThe
following table presents the major classes of Tilda’s results within net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations for the fiscal years ended June 30, 2021 and 2020:
2021
2020
Net sales
$
i—
$
i30,399
Cost
of sales
i—
i26,648
Gross
profit
i—
i3,751
Selling,
general and administrative expense
i—
i5,185
Other
expense
i75
i1,172
Interest
expense (1)
i—
i2,432
Translation
loss (2)
i—
i95,120
Gain
on sale of discontinued operations
i—
(i9,386)
Loss
income from discontinued operations before income taxes
(i75)
(i90,772)
(Benefit)
provision for income taxes (3)
(i11,320)
i12,909
Net
income (loss) from discontinued operations, net of tax
$
i11,245
$
(i103,681)
(1)
Interest expense was allocated to discontinued operations based on borrowings repaid with proceeds from the sale of Tilda.
(2) At the completion of the sale of Tilda, the Company reclassified $i95,120 of related cumulative translation losses from accumulated other comprehensive loss to discontinued operations,
net of tax.
(3) Includes $i11,320 of tax benefit related to the legal entity reorganization for the twelve months ended June 30, 2021, as well as a tax provision related to the tax gain on the sale of Tilda of $i13,960
for the twelve months ended June 30, 2020.
There were no assets or liabilities from discontinued operations associated with Tilda as of June 30, 2022 and June 30, 2021.
Sale of Hain Pure Protein Reportable Segment
Sale of Hain Pure Protein Corporation and EK Holdings, Inc.
On June 28, 2019, the Company completed the sale of the remainder of Hain Pure Protein and EK Holdings, Inc. which included
the FreeBirdand Empire Kosher businesses. Other portions of the business were sold prior to June 28, 2019. The purchase price, net of customary adjustments based on the closing balance sheet of HPPC, was $i77,714. The Company used the proceeds from the sale to pay down outstanding borrowings under its term loan. As a result of the disposition, the
Company recognized a pre-tax loss of $i636 in the twelve months ended June 30, 2019 to write down the assets and liabilities to the final sales price less costs to sell. The following table presents the major classes of Hain Pure Protein’s line items constituting the loss from discontinued operations, net of tax on the Consolidated Statements of Operations:
Depreciation
expense for the fiscal years ended June 30, 2022, 2021 and 2020 was $i31,235, $i34,291
and $i31,409, respectively.
During fiscal year 2022, the Company completed the sale of undeveloped land plots in Boulder, Colorado in the United States for total cash proceeds of $i10,005,
net of brokerage and other fees, resulting in a gain in the amount of $i8,656, which is included as a component of other (income) expense, net on the Consolidated Statement of Operations. The Company recognized a non-cash impairment charge of $i303
during the fiscal year ended June 30, 2022 relating to a facility in the United Kingdom. Further, a facility in the United States was held for sale as of June 30, 2022 with a net carrying amount of $i1,840.
During fiscal year 2021, the
Company recorded $i1,333 of non-cash impairment charges related to the write-down of building improvements. Additionally, during fiscal year 2021, the Company completed the sale of its manufacturing facility in Moonachie, NJ in the United States which resulted in a gain in the amount of $i4,900.
In connection with the sale, property, plant and equipment, net in the amount of $i5,502 was written off. In addition to the aforementioned items, a non-cash impairment charge of $i244
was recorded related to a facility in the United Kingdom which was held for sale as of June 30, 2021; the remaining property, plant and equipment, net of $i1,874 was classified as held for sale on the Consolidated Balance Sheets as of June 30, 2021.
During fiscal 2020, the
Company recorded $i12,313 of non-cash impairment charges primarily related to a write-down of building improvements, machinery and equipment in the United States and Europe used to manufacture certain slow moving or low margin SKUs, held for sale accounting of Danival and consolidation of certain office space and manufacturing facilities.
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. A limited number of lease agreements include rental payments adjusted periodically for inflation.
Certain 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.
i
The
components of lease expenses for the fiscal years ended June 30, 2022, 2021 and 2020 were as follows:
Fiscal Year Ended
2022
2021
2020
Operating
lease expenses (a)
$
i15,911
$
i16,403
$
i18,981
Finance
lease expenses (a)
i251
i391
i1,197
Variable
lease expenses
i1,010
i1,423
i2,570
Short-term
lease expenses
i3,394
i2,387
i1,723
Total
lease expenses
$
i20,566
$
i20,604
$
i24,471
(a)
For the fiscal year ended June 30, 2020, operating lease expenses and finance lease expenses included $i1,505 and $i251, respectively, of ROU asset
impairment charges associated with the Company’s ongoing productivity and transformation initiatives. Of this amount, $i929 was recognized as a component of long-lived asset and intangibles impairment on the Consolidated Statement of Operations with the remainder recognized as a component of cost of sales.
/
i
Supplemental
balance sheet information related to leases is as follows:
Additional information related to leases is as follows:
Fiscal Year Ended
2022
2021
2020
Supplemental
cash flow information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
i15,462
$
i16,738
$
i17,290
Operating
cash flows from finance leases
$
i20
$
i17
$
i26
Financing
cash flows from finance leases
$
i226
$
i338
$
i543
ROU
assets obtained in exchange for lease obligations (b):
Operating leases
$
i35,337
$
i25,446
$
i104,915
Finance
leases
$
i116
$
i690
$
i1,475
ROU
assets obtained in connection with an acquisition (See Note 4):
Operating leases
$
i4,098
$
i—
$
i—
Weighted
average remaining lease term:
Operating leases
i9.3 years
i9.8
years
i10.0 years
Finance leases
i4.1
years
i4.0 years
i2.5 years
Weighted
average discount rate:
Operating leases
i3.9
%
i3.3
%
i3.0
%
Finance
leases
i4.1
%
i3.9
%
i2.3
%
(b)
ROU assets obtained in exchange for lease obligations includes the impact of the adoption of ASU 2016-02 effective July 1, 2019 (see Note 2) and leases which commenced, were modified or terminated during the fiscal year ended June 30, 2020.
ii
Maturities
of lease liabilities as of June 30, 2022 were as follows:
The
Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2022 and concluded that no impairment existed at any of its reporting units.
During April 2021, the Company completed the divestiture of its Dream business, a component of the United States and Canada reporting units. Goodwill of $i8,429
was assigned to the divested business on a relative fair value basis.
During January 2021, the Company completed the divestiture of its Fruit business, a component of the Hain Daniels reporting unit. Goodwill of $i14,362 was assigned to the divested business on a relative fair value basis.
Other
Intangible Assets
ii
The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to
amortization and intangible assets not subject to amortization:
(1)
The gross carrying value of trademarks and trade names is reflected net of $i94,873 and $i93,273
of accumulated impairment charges as of June 30, 2022 and 2021, respectively.
//
The Company completed its annual assessment of impairment for indefinite-lived intangible assets in the fourth quarter of fiscal 2022. The assessment indicated that the fair value of the
Company’s indefinite-lived intangible assets exceeded their carrying values and no impairment existed.
See Note 4, Acquisitions and Dispositions, for details surrounding the acquisition of THWR, including $i193,800 of identifiable intangible assets acquired on December
28, 2021.
During fiscal 2022, the Company recorded an impairment of $i1,600 related to an indefinite-lived intangible asset that has been deemed worthless. The amount of the impairment recorded represents the remaining carrying amount of the indefinite-lived intangible asset. The impairment loss is recorded within long-lived
asset and intangibles impairment on the Consolidated Statements of Operations. The asset was part of the North America reportable segment.
In the fourth quarter of fiscal 2021, the Company completed the divestiture of its Dream and GG businesses. Other intangible assets totaling $i7,833 and $i729,
consisting primarily of trademarks, were assigned to the divested businesses, respectively.
Amortizable intangible assets, which are deemed to have a finite life, primarily consist of customer relationships and are being amortized over their estimated useful lives of i7
to i25 years. Amortization expense was $i10,214, $i8,931
and $i11,638 for the years ended June 30, 2022, 2021 and 2020, respectively.
i
Expected
amortization expense over the next five fiscal years is as follows:
Short-term
borrowings and current portion of long-term debt(2)
i7,705
i530
Long-term
debt, less current portion
$
i880,938
$
i230,492
(1)
Included in other borrowings are $i427 (2021: $i555) of finance lease obligations as discussed in Note 7, Leases.
(2) Included in short-term borrowings are $i149
(2021: $i229) of short-term finance lease obligations as discussed in Note 7, Leases.
/
Amended and Restated Credit Agreement
On December 22, 2021, the
Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for senior secured financing of $i1,100,000 in the aggregate, consisting of (1) $i300,000
in aggregate principal amount of term loans (the "Term Loans") and (2) an $i800,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $i440,000
U.S. revolving credit facility and a $i360,000 global revolving credit facility) (the "Revolver"). Both the Revolver and the Term Loans mature on December 22, 2026. As of June 30, 2022, there were $i593,000
of loans under the Revolver, $i296,250 of Term Loans, and $i6,769 of letters of credit outstanding under the Credit Agreement.
The
Credit Agreement provides that loans will bear interest at rates based on (a) the Eurodollar Rate plus a rate ranging from i0.875% to i1.750% per annum or (b)
the Base Rate plus a rate ranging from i—% to i0.750% per annum, the relevant rate being the Applicable Rate. The Applicable
Rate will be determined in accordance with a leverage-based pricing grid, as set forth in
the Credit Agreement. Swing Line Loans and Global Swing Line Loans denominated in U.S. Dollars will bear interest at the Base Rate plus the Applicable Rate, and Global Swing Line Loans denominated in foreign currencies shall bear interest based on (a) the Euro Short Term Rate, or €STR, in the case of such loans denominated in Euros plus the Applicable Rate, (b) the Sterling Overnight Index Average Reference Rate, or SONIA, in the case of such loans denominated in Sterling plus the Applicable Rate or (c) the Canadian Prime Rate plus the Applicable
Rate. The weighted average interest rate on outstanding borrowings under the Credit Agreement atJune 30, 2022 was i3.10%. Additionally, the Credit Agreement contains a Commitment Fee on the amount unused under the Credit Agreement ranging from i0.150%
to i0.250% per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid.
The Credit Agreement includes maintenance covenants that will require compliance with a consolidated interest coverage ratio, a consolidated secured leverage ratio and a consolidated leverage ratio. As of June 30, 2022, $i203,981
was available under the Credit Agreement, and the Company was in compliance with all associated covenants.
In connection with the Credit Agreement, the Company and its material domestic subsidiaries entered into an Amended and Restated Security and Pledge Agreement (the “Security Agreement”), pursuant to which all of the obligations under the Credit Agreement will be secured by liens on assets of the Company and its material domestic subsidiaries,
including the equity interests in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.
Credit Agreement Issuance Costs
Based on the Company's evaluation of the borrowing capacity associated with the creditors participating in the previous facility compared to those in the Credit Agreement, $i1,762
of the $i2,036 of unamortized deferred financing costs at December 22, 2021 were deferred and the remaining $i274 were expensed as a component
of interest and other financing expense, net on the Consolidated Statement of Operations. Additionally, the Company incurred debt issuance costs of approximately $i2,764 in connection with the Credit Agreement. Of the total $i4,526
of deferred debt issuance costs, $i3,292 were associated with the Revolver and are being amortized on a straight-line basis within other assets on the Consolidated Balance Sheets, and $i1,234
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 on the Consolidated Statement of Operations over the term of the Credit Agreement.
i
Maturities of all debt instruments at June 30, 2022, are as follows:
Due
in Fiscal Year
Amount
2023
$
i7,705
2024
i7,595
2025
i7,580
2026
i7,561
2027
i7,557
Thereafter
i850,645
$
i888,643
/
Interest
paid during the fiscal years ended June 30, 2022, 2021 and 2020 amounted to $i9,926, $i5,903
and $i15,514, respectively.
Cash
paid for income taxes, net of (refunds), during the fiscal years ended June 30, 2022 amounted to $i19,235. For the fiscal year ended June 30, 2021,the Company received net tax refunds of $i32,998
including a $i53,817 tax loss carryback claim under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") which allowed for, among other provisions, a five-year carryback of net operating losses (“NOLs”) for 2018-2020 offset by taxes paid in other jurisdictions. Cash paid for income taxes, net of refunds, during the fiscal year ended June 30, 2020 amounted to $i16,162.
i
The
reconciliation of the U.S. federal statutory rate to the Company’s effective rate on income before provision for income taxes is as follows:
(a) The Company estimated that it would utilize certain of its state tax loss carryovers in the year ended June 30, 2021. This positive evidence, in addition to other positive evidence, resulted in the Company releasing the valuation allowance on its state deferred assets of $i9,774.
Further, in fiscal 2021, there was a release of a valuation allowance of $i1,600 related to Danival; an increase in the valuation allowance of $i5,051
related to the UK rate change; and a valuation allowance increase of $i402 related to capital leases.
(b) In fiscal year 2021, the U.K. enacted into law a tax rate increase from 17% to 19% and on June 10, 2021, the U.K. enacted an increase in the corporate income tax rate to 25% effective April 1, 2023. The rate change impact in fiscal 2021 was primarily for the re-measurement
of deferred tax liabilities on indefinite lived intangible assets.
(c) In fiscal 2020, the Company carried back NOLs generated in the June 30, 2019 tax year for five years, resulting in an income tax benefit of $i18,949. The $i18,949
income tax benefit represents the federal rate differential between 35% and 21%. In addition, there was an indirect tax benefit of $i6,719 related to discontinued operations due to the CARES Act. Accordingly, the gross benefit recorded under the CARES Act in fiscal 2020 was $i25,668
prior to the reserve under ASC 740-10. In fiscal 2021, the Company received the full refund with interest, with the net adjustment resulting in a benefit of $i1,116.
With the effective date of January 1, 2018, the Tax Act also introduced a provision to tax global intangible low-taxed income
(“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax “BEAT” regime. For the fiscal years ended June 30, 2022, 2021 and 2020, the Company did not generate intercompany transactions that met the BEAT threshold but does have to include GILTI tax relating to the Company’s foreign subsidiaries.
The
Company elected to account for GILTI tax as a current period cost and recorded expense of $i1,119 during the fiscal year ended June 30, 2022. The GILTI of $i1,119
is included in the U.S. tax benefit on foreign earnings in the effective tax rate which also includes tax expense related to Subpart F income and unremitted earnings in total.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. iDeferred tax assets and liabilities consisted of the following:
(1)
Includes $i0 and $i154 of non-current deferred tax assets included within other assets on the June 30, 2022 and 2021 Consolidated Balance Sheets, respectively.
At
June 30, 2022 and 2021, the Company had U.S. federal NOL carryforwards of approximately $i79,890 and $i59,514,
respectively, certain of which will not expire until 2036. Certain of these federal loss carryforwards are subject to Internal Revenue Code Section 382 which imposes limitations on utilization following certain changes in ownership of the entity generating the loss carryforward. The Company had foreign NOL carryforwards of approximately $i12,108 and $i15,441
at June 30, 2022 and 2021, respectively, the majority of which are indefinite lived.
For the year ended June 30, 2022, the Company represents that $i149,252 of foreign earnings are not permanently reinvested with a corresponding deferred tax liability of
$i2,232. The Company continues to reinvest $i809,196
of undistributed earnings of its foreign subsidiaries and may be subject to additional foreign withholding taxes and U.S. state income taxes if it reverses its
indefinite reinvestment assertion on these foreign earnings in the future. All other outside basis differences not related to earnings were impractical to account for at this period of time and are currently considered as being permanent in duration.
As required by the authoritative guidance
on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. The Company has recorded valuation allowances in the amounts of $i36,891
and $i37,453 at June 30, 2022 and 2021, respectively.
i
The
changes in valuation allowances against deferred income tax assets were as follows:
Additions
based on tax positions related to the current year
i273
i343
i636
Additions
based on tax positions related to prior years
i304
i3,045
i8,499
Reductions
due to lapse in statute of limitations and settlements
(i1,546)
(i1,417)
(i105)
Balance
at end of year
$
i21,901
$
i22,870
$
i20,899
/
As
of June 30, 2022, the Company had $i21,901of unrecognized tax benefits, of which $i18,089
represents an amount that, if recognized, would impact the effective tax rate in future periods. As of June 30, 2021, the Company had $i22,870 of unrecognized tax benefits, of which $i19,058
represents the amount that, if recognized, would impact the effective tax rate in future periods. As of June 30, 2020, the Company had $i20,899 of unrecognized tax benefits of which $i17,087
would impact the effective income tax rate in future periods. Accrued liabilities for interest and penalties were $i2,952 and $i2,549
at June 30, 2022 and 2021, respectively.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and several foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to fiscal 2014. However, to the extent we generated NOLs or tax credits in closed tax years, future use of the NOL or tax credit carryforward balance would be subject to examination
within the relevant statute of limitations for the year in which utilized. The Company is no longer subject to tax examinations in the United Kingdom for years prior to fiscal 2021. Given the uncertainty regarding when tax authorities will complete their examinations and the possible outcomes of their examinations, a current estimate of the range of reasonably possible significant increases or decreases of income tax that may occur within the next twelve months cannot be made. Although there are various tax audits currently ongoing, the Company does not believe the ultimate outcome of such audits will have a material impact on the Company’s consolidated financial statements.
The Company is authorized to issue “blank check” preferred stock of up to i5,000
shares with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other rights which could decrease the amount of earnings and assets available for distribution to holders of the Company’s common stock. At June 30, 2022 and 2021, iiiino///
preferred stock was issued or outstanding.
Accumulated Other Comprehensive Loss
i
The following table presents the changes in accumulated other comprehensive loss (“AOCL”):
Other comprehensive (loss) income before reclassifications
$
(i102,113)
$
i85,581
Amounts
reclassified into income (1)
i—
i16,073
Deferred
gains (losses) on cash flow hedging instruments:
Amount of gain (loss) recognized in AOCL on derivatives
i3,511
(i810)
Amount
of gain (loss) reclassified from AOCL into income (expense) (2)
(i2,711)
i1,290
Deferred
gains (losses) on fair value hedging instruments:
Amount of gain recognized in AOCL on derivatives
i559
i—
Amount
of gain reclassified from AOCL into income
(i59)
i—
Deferred
gain (losses) on net investment hedging instruments:
Amount of gain (loss) recognized in AOCL on derivatives
i9,954
(i3,359)
Amount
of gain reclassified from AOCL into income (3)
(i612)
(i394)
Net
change in AOCL
$
(i91,471)
$
i98,381
(1)Foreign
currency translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sales of Danival, Fruit and GG UniqueFiber®, the Company reclassified i16,073
of translations from AOCL to the Company's results of operations.
(2)Amounts reclassified into income (expense) for deferred gains (losses) on cash flow hedging instruments are recorded on the Consolidated Statements of Operations as follows:
(3)Amounts
reclassified into income for deferred gains on net investment hedging instruments are recognized in “interest and other financing expense, net” in the Consolidated Statements of Operations and were $i772 and $i498
for the fiscal years ended June 30, 2022and 2021,respectively.
/
Share Repurchase Program
In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to $i250,000,
$i300,000 and $i200,000 of the Company’s
issued and outstanding common stock, respectively. Share repurchases under each of the 2021 and 2022 authorizations commenced after the previous authorizations were fully utilized. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The current 2022
authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. In
November 2021, the Company entered into a share repurchase agreement with affiliates of Engaged Capital, LLC (collectively, the “Selling Stockholders”), pursuant to which the Company repurchased i1,700 shares directly from the Selling Stockholders at a price of $i45.00
per share (see Note 21, Related Party Transactions). During the fiscal year ended June 30, 2022, the Company repurchased i10,626 shares under the repurchase program, inclusive of the shares repurchased from the Selling Stockholders, for a total of $i408,886,
excluding commissions, at an average price of $i38.48 per share. As of June 30, 2022, the Company had $i173,514
of remaining authorization under the share repurchase program. During the fiscal year ended June 30, 2021, the Company repurchased i3,080 shares under the repurchase program for a total of $i107,421,
excluding commissions, at an average price of $i34.87 per share. Of that amount, $i1,415 was included in accrued expenses and other
current liabilities on the Consolidated Balance Sheet as of June 30, 2021 pending settlement of trade.
13. iSTOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS
The Company
has a stockholder-approved plan, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), under which the Company’s officers, senior management, other key employees, consultants and directors may be granted equity-based awards. The Company also grants 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 and 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 “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods.
There were i873, i237
and i990 shares underlying restricted stock awards (“RSAs”) or restricted share units (“RSUs”) granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020, respectively, of which i249,
i51 and i554,
respectively, were granted under the LTIP and are subject to the achievement of minimum performance goals or market conditions, with the remaining being service-based awards. For performance awards and market awards, the foregoing share figures are stated at target levels, and the awards outstanding at June 30, 2022 generally provide for vesting at i0% to i200%
of the target level. There were iiino//
options granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020. At June 30, 2022, there were i6,355 and i2,635
shares available for grant under the 2002 Plan and 2019 Inducement Program, respectively.
Restricted Stock
Awards of restricted stock are either RSAs or RSUs that are issued at no cost to the recipient. RSA holders have all rights of a stockholder at the grant date, subject to certain restrictions on transferability and a risk of forfeiture. There were ino
RSAs outstanding at June 30, 2022. Shares underlying RSUs are not issued until vesting. Both award types are subject to continued employment and vesting conditions in accordance with provisions set forth in the applicable award agreements. The Company also grants market-based RSUs that vest contingent on meeting specific Total Shareholder Return (“TSR”) targets over a specified time period, and performance-based RSUs that vest contingent on meeting specific financial results within a specified time period. Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”).
i
A
summary of the restricted stock activity (including all RSAs, RSUs and PSUs) for the last three fiscal years ended June 30 is as follows:
2022
Weighted Average Grant Date Fair Value (per
share)
2021
Weighted Average Grant Date Fair Value (per share)
2020
Weighted Average Grant Date Fair Value (per share)
Non-vested - RSAs, RSUs and PSUs
i1,780
$i16.55
i2,050
$i15.85
i2,729
$i12.94
Granted
i873
$i43.55
i237
$i36.13
i990
$i17.36
Vested
(i1,583)
$i15.61
(i375)
$i25.21
(i290)
$i23.28
Forfeited
(i280)
$i32.98
(i132)
$i17.18
(i1,379)
$i8.80
Non-vested
- RSAs, RSUs and PSUs
i790
$i42.44
i1,780
$i16.55
i2,050
$i15.85
/
At
June 30, 2022, the table above includes a total of i163 shares that represent the target number of shares that may be earned based on pre-defined market conditions that are eligible to vest ranging from i0%
to i200% of target. All such shares relate to the 2022-2024 LTIP as further described below. Granted shares also include i56
shares that may be earned based on certain performance-based metrics being met, all of which remained outstanding at June 30, 2022. Vested shares during the year ended
June 30, 2022 include a total of i1,299
shares under the 2019-2021 LTIP that vested at i100% of target based on achievement of target absolute total shareholder return ("TSR") levels, and a total of i13
shares granted in a previous period that vested based on certain performance-based metrics being met. Vested shares during the year ended June 30, 2021 include a total of i20 shares under the 2018-2020 LTIP that vested at i150%
of target based on achievement of the maximum relative TSR target.
i
The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting, for the last three fiscal years ended June 30 was as follows:
Tax
benefit recognized from restricted stock vesting
$
i3,658
$
i1,597
$
i939
/
At
June 30, 2022, $i22,706 of unrecognized stock-based compensation expense related to non-vested restricted stock was expected to be recognized over a weighted average period of approximately i1.9
years.
Long-Term Incentive Program
The participants of the LTIP include certain of the Company’s executive officers and other key executives. The LTI Program is administered by the Compensation Committee which is responsible for, among other items, selecting the specific performance measures for awards, setting the target performance required to receive an award after the completion of the performance period, and determining the specific payout to the participants.
•2022-2024 LTIP
During the fiscal year ended June 30,
2022, the Company granted i242 RSUs under the LTIP which vest over a ithree
year period subject to continued employment. At June 30, 2022, i202 RSUs were outstanding under the LTI Program.
During the fiscal year ended June 30, 2022, the Company granted
market-based PSU awards under the LTIP with a total target payout of i193 shares of common stock. At June 30, 2022, i163
of such shares were outstanding. Vesting is pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the period from November 18, 2021 through the earlier of (i) November 17, 2024; (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 in the award agreement) (the “TSR Performance Period”). Vesting of i109
target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the TSR Performance Period (the “Relative TSR PSUs”). Vesting of i54 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established ithree-year
compound annual TSR targets over the TSR Performance Period (the “Absolute TSR PSUs”). Total shares eligible to vest for both the Relative TSR PSUs and Absolute TSR PSUs range from i0% to i200%
of the target amount. iGrant date fair values are calculated using a Monte Carlo simulation model with weighted average 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)
$i39.00
$i60.09
Risk-free
interest rate
i0.89
%
i0.89
%
Expected
dividend yield
i—
i—
Expected
volatility
i36.93
%
i24.46
%
Expected
term
i2.99 years
i2.99
years
•2019-2021 LTIP
Vesting is pursuant to the achievement of pre-established ithree-year compound annual TSR targets over the period from November 6, 2018 to November 6, 2021 with total
shares eligible to vest ranging from i0% to i300%
of the target award amount. Certain shares are subject to a holding period of one year after the vesting date, resulting in an illiquidity discount being applied to the grant date fair value for such shares. There were i51 and i554
PSUs granted during fiscal years 2021 and 2020, respectively. iNo such awards were granted during fiscal year 2022. Grant date fair
values
are calculated using a Monte-Carlo simulation model. The weighted average grant date fair values per target share and related valuation assumptions were as follows:
In the second quarter of fiscal 2022, the Compensation Committee determined that all outstanding awards under the 2019-2021 LTIP vested at i100% as a result of the TSR targets having been met.
•2018-2020
LTIP
Vesting was pursuant to a defined calculation of relative TSR over the period from January 24, 2019 to June 30, 2020, with total shares eligible to vest ranging from i0% to i150%
of the grant. iiNo/
such awards were granted during fiscal 2021 or 2020. In the first quarter of fiscal 2021, the Compensation Committee determined that all outstanding awards under the 2018-2020 LTIP vested at i150% as a result of the maximum relative TSR target having been met.
CEO Inducement Grant
On November
6, 2018, the Company’s CEO, Mark L. Schiller received a market-based PSU award with a target payout of i350 shares of common stock and a maximum payout of i1,050
shares of common stock (the “CEO Inducement Grant”). Vesting was pursuant to the achievement of pre-established ithree-year compound annual TSR levels over the period from November 6, 2018 to November 6, 2021. These PSUs were subject to a holding period of ione
year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. The grant date fair value per target share and related valuation assumptions used in the Monte Carlo simulation to value this award were as follows:
Grant date fair value (per target share)
$i21.63
Risk-free
interest rate
i2.99
%
Expected dividend yield
i—
Expected
volatility
i35.17
%
Expected term
i3.00
years
The total grant date fair value of the award was $i7,571. This PSU award was granted outside of the Stock Award Plans. In the second quarter of fiscal 2022, the Compensation Committee determined that the CEO Inducement Grant vested at i100%
as a result of the TSR targets having been met.
Other Grants
Additionally, from time to time, the Company grants other awards that can be RSUs or PSUs to certain employees. RSUs generally vest over periods of one to ithree
years based upon continued employment. PSUs generally vest over periods of one to ithree years based upon continued employment and the achievement of certain performance-based metrics being met. As of June 30, 2022, there were i369
and i56 of such RSUs and PSUs outstanding, respectively.
Compensation cost and related income tax benefits recognized on the Consolidated Statements of Operations for stock-based compensation plans were as follows:
Total
compensation cost recognized for stock-based compensation plans
$
i15,611
$
i15,659
$
i13,622
Related
income tax benefit
$
i1,574
$
i1,296
$
i1,518
/
Stock
Options
The Company did not grant any stock options in fiscal years 2022, 2021 or 2020, and there were iiino//
stock options exercised during these periods. There were iii122//
options outstanding at each of June 30, 2022, 2021 and 2020, relating to a grant under a prior plan. Although no further awards can be granted under the prior plan, the options outstanding continue in accordance with the terms of the plan and grant.
For options outstanding and exercisable at June 30, 2022, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $i2,578,
and the weighted average remaining contractual life was i9.0 years. The weighted average exercise price of these options was $i2.26.
At June 30, 2022, there was ino unrecognized compensation expense related to stock option awards.
14. iINVESTMENTS
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 June 30, 2022 and 2021, the carrying value of the Company’s investment in Founders Table was $i9,491
and $i10,699, respectively, and is included on the Consolidated Balance Sheets as a component of investments and joint ventures.
The Company also holds the following investments: (a) Hutchison Hain Organic Holdings Limited, a joint venture with HUTCHMED (China) Limited, accounted for under the equity method of accounting, and (b) Hain Future Natural Products Private Ltd., a joint venture with Future Consumer Ltd, accounted
for under the equity method of accounting.
During fiscal year 2022, the Company concluded that the carrying value of its investment in Hain Future Natural Products Private Ltd. exceeded the estimated fair value of the investment and deemed the decline to be other-than-temporary. This resulted in the Company recording an impairment charge totaling $i1,203,
which is included as a component of equity in net loss of equity-method investees on the Consolidated Statement of Operations. The carrying value of the remaining investments was $i4,965 and $i6,218
as of June 30, 2022 and 2021, respectively, and is included on the Consolidated Balance Sheets as a component of Investments and joint ventures.
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).
i
The following table presents by level within the fair value hierarchy, assets and liabilities measured at fair value on a recurring basis as of June 30, 2022:
Total
Quoted prices in active markets (Level 1)
Significant other observable inputs (Level
2)
Significant unobservable inputs (Level 3)
Assets:
Derivative financial instruments
$
i7,476
$
i—
$
i7,476
$
i—
Equity
investment
i560
i560
i—
i—
Total
$
i8,036
$
i560
$
i7,476
$
i—
Liabilities:
Derivative
financial instruments
$
i3,184
$
i—
$
i3,184
$
i—
Total
$
i3,184
$
i—
$
i3,184
$
i—
The
following table presents by level within the fair value hierarchy, assets and liabilities measured at fair value on a recurring basis as of June 30, 2021:
Total
Quoted prices in active markets (Level 1)
Significant other observable inputs (Level
2)
Significant unobservable inputs (Level 3)
Assets:
Derivative financial instruments
i699
i—
i699
i—
Equity
investment
i646
i646
i—
i—
Total
$
i1,345
$
i646
$
i699
$
i—
Liabilities:
Derivative
financial instruments
$
i11,968
$
i—
$
i11,968
$
i—
Total
$
i11,968
$
i—
$
i11,968
$
i—
/
There
were no transfers of financial instruments between the three levels of fair value hierarchy during the fiscal years ended June 30, 2022 or 2021.
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 June 30, 2022 and 2021 were classified as Level 2 of the fair value hierarchy.
16. iDERIVATIVES AND HEDGING ACTIVITIES
Risk
Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. 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 fiscal 2022 and 2021, 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 accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. During fiscal 2023, the Company
estimates that an additional $i4,233 will be reclassified as a decrease to interest expense.
i
As
of June 30, 2022, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:
As of June 30, 2022, the notional amount of the interest rate swaps was $i630 million. Of this amount, $i230 million
has a maturity date in February 2023. The remaining amount of $i400 million relates to derivatives that have an effective date in February 2023.
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 instrument. The Company 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 accumulated other comprehensive loss 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 fiscal 2023, the Company estimates that an additional $i277
relating to cross-currency swaps will be reclassified as an increase to interest expense.
As of June 30, 2022, the Company had no outstanding foreign currency derivatives that were used to hedge its foreign exchange risks.
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 June 30, 2022, 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
i4
€i100,300
$i105,804
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 unrealized exchange gains/losses.
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 fiscal 2023, the Company estimates that an additional $i481 relating to cross-currency swaps will be reclassified as a decrease to interest expense.
As of June 30, 2022, 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
i1
€i24,700
$i26,021
i
As
of June 30, 2022, 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
2022
2021
2022
2021
Intercompany
loan receivable
$
i25,899
$
i—
$
i122
$
i—
Total
$
i25,899
$
i—
$
i122
$
i—
/
Non-Designated
Hedges
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of June 30, 2022, the Company had ino
outstanding derivatives that were not designated as hedges in qualifying hedging relationships.
Designated Hedges
i
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, 2022:
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
$
i4,230
Accrued
expenses and other current liabilities / Other non-current liabilities
$
i3,184
Cross-currency swaps
Prepaid expenses and other current assets / Other non-current assets
i3,246
Other
non-current liabilities
i—
Total derivatives designated as hedging instruments
$
i7,476
$
i3,184
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, 2021:
The following table presents the pre-tax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated
Statements of Operations as of June 30, 2022 and 2021:
Location
and Amount of Gain (Loss) Recognized in the Consolidated Statements of Operations on Cash Flow Hedging Relationships
The following table presents the pre-tax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations as of June 30, 2022 and 2021:
Location
and Amount of Gain (Loss) Recognized in the Consolidated Statements of Operations on Fair Value Hedging Relationships
The
following table presents the pre-tax effect of the Company’s net investment hedges on Accumulated other comprehensive loss and the Consolidated Statements of Operations as of June 30, 2022, 2021 and 2020:
Derivatives
in Net Investment Hedging Relationships
Amount of Gain (Loss) Recognized in AOCL on Derivatives
Location of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)
Amount of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)
The
following table presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statements Operations as of June 30, 2022, 2021 and 2020:
Derivatives
Not Designated as Hedging Instruments
Location of Gain (Loss) Recognized in Income on Derivative
Amount of Gain (Loss) Recognized in Income on Derivatives
The Company has agreements with each of its derivative counterparties that contain a provision providing that upon certain defaults by the Company on any of its indebtedness, the Company could also be declared in default on its derivative obligations.
17. iTERMINATION BENEFITS RELATED TO PRODUCTIVITY AND TRANSFORMATION INITIATIVES
As a part of the ongoing productivity and transformation initiatives related to the Company’s strategic objective to expand profit margins and cash flow, the
Company initiated a reduction in workforce at targeted locations in the United States as well as at certain locations internationally. The reduction in workforce associated with these initiatives may result in additional charges throughout fiscal 2023.
i
The following table displays the termination benefits and personnel realignment activities and liability balances relating to the reduction in workforce for the year ended as of June 30, 2022:
The
liability balance as of June 30, 2022 and 2021 is included within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets. Additional non-cash impairment charges related to the Company’s productivity and transformation initiatives have been incurred and are discussed within Note 6, Property, Plant and Equipment, Net, and Note 7, Leases.
18. iCOMMITMENTS
AND CONTINGENCIES
Legal Proceedings
Securities Class Actions Filed in Federal Court
On August 17, 2016, ithree 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. The ithree complaints are: (1) Flora v. The Hain Celestial Group, Inc., et al. (the “Flora Complaint”); (2) Lynn v. The Hain Celestial Group, Inc., et al. (the “Lynn Complaint”); and (3) Spadola v. The Hain Celestial Group, Inc., et al. (the “Spadola Complaint” and, together with
the Flora and Lynn Complaints, the “Securities Complaints”). On June 5, 2017, the District Court issued an order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel. Pursuant to this order, the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs. On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his ability to participate in the Consolidated Securities Action as an absent class member. The Co-Lead Plaintiffs in the Consolidated
Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”). The Amended Complaint 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. Defendants filed a motion to dismiss the Amended Complaint on October 3, 2017 which the District Court granted on March 29, 2019, dismissing the case in its entirety, without prejudice to replead. 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 asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar
to those in the Amended Complaint, including materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to dismiss 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. On April 6, 2022, the District Court issued an order directing the parties to submit position papers outlining their views regarding: (a) the scope of the Court's reconsideration of Defendants’ Motion to Dismiss the Second Amended Complaint; and (b) the appropriate procedure the Court should follow in light of the Second Circuit's opinion. On April 14,
2022, the District Court entered an order setting the schedule for, and determining the scope of, supplemental
briefing on Defendants’ Motion to Dismiss the Second Amended Complaint. The parties submitted supplemental briefing between May 12, 2022 and June 23, 2022.
Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court
On April 19, 2017 and April 26, 2017, itwo
class action and stockholder derivative complaints were filed in the Eastern District of New York against the former Board of Directors and certain former officers of the Company under the captions Silva v. Simon, et al. (the “Silva Complaint”) and Barnes v. Simon, et al. (the “Barnes Complaint”), respectively. Both the Silva Complaint and the Barnes Complaint allege violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment.
On May 23, 2017, an additional stockholder filed a complaint under seal in the Eastern District of New York against the former Board of Directors and certain former officers of the
Company. The complaint alleged 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. The complaint also alleged that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste. On August 9, 2017, the
District Court granted an order to unseal this case and reveal Gary Merenstein as the plaintiff (the “Merenstein Complaint”).
On August 10, 2017, the District Court granted the parties’ stipulation to consolidate the Barnes Complaint, the Silva Complaint and the Merenstein Complaint under the caption In re The Hain Celestial Group, Inc. Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”) and to appoint Robbins Arroyo LLP and Scott+Scott as Co-Lead Counsel, with the Law Offices of Thomas G. Amon as Liaison Counsel for Plaintiffs. On September 14, 2017, a related complaint was filed under the caption Oliver v. Berke, et al. (the “Oliver
Complaint”), and on October 6, 2017, the Oliver Complaint was consolidated with the Consolidated Stockholder Class and Derivative Action. The Plaintiffs filed their consolidated amended complaint under seal on October 26, 2017. On December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action, described above.
On March 29, 2019, the District Court in the Consolidated Securities Action granted Defendants’ motion, dismissing the Amended Complaint in its entirety, without
prejudice to replead. Co-Lead Plaintiffs in the Consolidated Securities Action filed the Second Amended Complaint on May 6, 2019. The parties to the Consolidated Stockholder Class and Derivative Action agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint 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 the 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 August 10, 2020, the District Court vacated the briefing schedule on Defendants’ pending motion to dismiss in order to give the Board of Directors time to consider the demand. On each of September 8 and October
8, 2020, the District Court extended its stay of any applicable deadlines for 30 days to give the Board of Directors additional time to complete its evaluation of the demand. 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. On November 6, 2020, Plaintiffs and Defendants notified the District Court that Plaintiffs were evaluating the rejection of the demand, sought certain additional information and were assessing next steps, and requested that the District Court extend the stay for an additional 30 days, to on or around December 7, 2020. The Parties then filed a number of additional joint status reports, requesting that the District Court continue the stay of applicable deadlines through December
30, 2021. 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 District Court has extended the temporary stay through December 30, 2022.
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. These actions have now been transferred and consolidated as a single lawsuit in the U.S. District Court for the Eastern District of New York into a proceeding 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 Court appointed interim class counsel for Plaintiffs in the Consolidated Proceeding, and Plaintiffs filed a Consolidated Amended Class Action Complaint on March 18, 2022. The Company intends to file a motion to dismiss the Consolidated Amended Class Action Complaint, but no briefing schedule has been set. One consumer class action is pending in New York Supreme Court, Nassau County. The
Company has moved to stay or transfer this case to the Consolidated Proceeding and that motion is pending. An additional consumer class action (Kathryn Gavula, et al. v. Beech-Nut Nutrition Co., et al.), was filed in the U.S. District Court for the District of Oregon, alleging that the Company violated the Racketeer Influenced and Corrupt Organizations Act (“RICO”) by conspiring with other baby food manufacturers to conceal the presence of these heavy metals in our respective products. This lawsuit has been voluntarily dismissed by Plaintiffs. 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 ifive
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. iThree of these lawsuits name multiple plaintiffs alleging claims of physical injuries. These lawsuits generally allege injuries related to neurological development disorders such as autism and attention deficit hyperactivity disorder.
The Company denies that its Products led to any of these injuries and will defend the cases vigorously.
Other
In addition to the litigation described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business.
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. For the matters disclosed in this note, if the Company determines that a liability is probable and the loss can be reasonably estimated, the Company discloses the liability recorded. 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.
We have a 401(k) Employee Retirement Plan (the “Plan”) to provide retirement benefits for eligible employees. All full-time employees of the Company and its wholly-owned domestic subsidiaries
are eligible to participate upon completion of i30 days of service. On an annual basis, the Company may, in its sole discretion, make certain matching contributions. For the fiscal years ended June 30, 2022, 2021 and 2020, we made contributions to the Plan of $i2,091,
$i2,025 and $i2,464, and recorded retirement plan expense in the amount of $i2,141,
$i2,482 and $i1,362, respectively. In addition, while certain of the Company’s international subsidiaries
maintain separate defined contribution plans for their employees, except for the United Kingdom operating segment, the amounts are not significant to the Company’s consolidated financial statements.
The United Kingdom operating segment offers an auto-enrollment defined contribution plan to all employees. Employees must be aged 22 or over but under the State Pension age and have earned over £i10. Employees
outside of this criteria have the option to opt-in. Employees must contribute a minimum percentage to the plan and the United Kingdom operating segments makes matching contributions. For the fiscal years ended June 30, 2022, 2021 and 2020, there were contributions and retirement plan expense recorded in the amount of $i2,379, $i3,487
and $i3,523, respectively.
20. iSEGMENT
INFORMATION
Our organizational structure consists of itwo geographic based reportable segments: North America and International. Our North America reportable segment consists of the United States and Canada as operating segments. Our International reportable segment is comprised of ithree
operating segments: United Kingdom, Ella’s Kitchen UK and Europe. This structure is in line with how the Company’s Chief Operating Decision Maker (“CODM”) assesses the Company’s performance and allocates resources.
We use segment net sales and operating income to evaluate performance and to allocate resources. We believe these measures are most relevant in order to analyze segment results and trends. Segment operating income excludes certain general corporate expenses (which are a component of selling, general and administrative expenses), impairment and acquisition related expenses, restructuring, integration and other charges.
The
Tilda operating segment was classified as discontinued operations as discussed in Note 4, Acquisitions and Dispositions. Segment information presented herein excludes the results of Tilda for all periods presented.
i
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.
(1)One
customer accounted for approximately i15%, i11%, and i12%
of consolidated sales for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, which were primarily related to the United States, Canada and United Kingdom operating segments.
(2)For the fiscal year ended June 30,
2022, Corporate and Other primarily included $i3,629 related to Productivity and transformation costs and $i59,974
of selling general and administrative costs.
For the fiscal year ended June 30, 2021, Corporate and Other primarily included $i10,576 related to Productivity and transformation costs and $i49,353
of selling general and administrative costs.
For the fiscal year ended June 30, 2020, Corporate and Other included $i32,664 related to Productivity and transformation costs and tradename impairment charges of $i13,994
($i8,462 related to North America and $i5,532 related to International), partially
offset by a benefit of $i2,962 of proceeds from insurance claim.
i
The
Company’s net sales by product category are as follows:
The
Company’s long-lived assets, which primarily represent net property, plant and equipment, net and operating lease right-of-use assets, net by geographic region are as follows:
On November 9, 2021, the Company entered into a share repurchase agreement with the Selling Stockholders, which are affiliates of Engaged Capital, LLC, pursuant to which the
Company agreed to repurchase, directly from the Selling Stockholders, ii1,700/
shares of the Company’s common stock for $ii45.00/
per share (the "Share Repurchase"), which equaled the price at which the Underwriter (as defined below) purchased shares from the Selling Stockholders, net of underwriting commissions and discounts, in an underwritten public offering that launched on November 10, 2021, whereby the Selling Stockholders sold certain other shares of common stock (the “Offering”). The last reported sale price of the Company’s common stock on the NASDAQ Global Select Market on November 9, 2021 was $i47.95
per share. In connection with the Offering, on November 10, 2021, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), and the Selling Stockholders. The Share Repurchase and the Offering were completed on November 15, 2021. The aggregate price paid by the Company for the Share Repurchase was $ii76,500/
(see Note 12, Stockholders’ Equity), which the Company funded with borrowings under the Credit Agreement. The Company did not receive any proceeds from the Offering. The Founder and Chief Investment Officer of Engaged Capital, LLC is a member of the Company's Board of Directors.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item
9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to management, including principal executive and financial officers, to allow timely
decisions regarding disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), with assistance from other members of management, have reviewed the effectiveness of disclosure controls and procedures as of June 30, 2022 and, based on their evaluation, have concluded that the disclosure controls and procedures were effective as of June 30, 2022.
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure
controls and procedures, management is excluding an assessment of such internal controls of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc. (collectively doing business as "That's How We Roll" ("THWR")) from its evaluation of the effectiveness of the Company's disclosure controls and procedures. The Company acquired all outstanding stock of THWR on December 28, 2021. THWR, which is included in the 2022 consolidated financial statements of the Company, constituted approximately 1% of the Company's consolidated total assets, excluding THWR
goodwill and intangible assets, net at June 30, 2022 and 3% of net sales for the year then ended.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only
in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision, and with the participation, of management, including the CEO and CFO, we conducted an evaluation of the effectiveness of internal control over financial reporting as of June 30, 2022. In making this assessment, management used the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management, including the Company’s CEO and CFO,
has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2022. As reported above, on December 28, 2021, the Company acquired all outstanding stock of THWR. As a result, the Company is currently integrating THWR’s operations into its overall system of internal control over financial reporting and, if necessary, will make appropriate changes as it integrates THWR into the Company's overall internal control over financial reporting process.
The
effectiveness of the Company’s internal control over financial reporting as of June 30, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There was no change in internal control over financial reporting that occurred during the quarter ended June 30, 2022
that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
Opinion
on Internal Control Over Financial Reporting
We have audited The Hain Celestial Group, Inc. and Subsidiaries internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Hain Celestial Group, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2022,
based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of the acquired businesses, Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll", which is included in the 2022 consolidated financial statements of the Company and constituted 1% of total assets as of June 30, 2022 and 3% of net sales for the year then ended. Our audit of internal control over financial reporting of the
Company also did not include an evaluation of the internal control over financial reporting of That’s How We Roll.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Companyas of June 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2022, and the related notes and schedule and our report dated August 25,
2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable
basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Item 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements. The following
consolidated financial statements of The Hain Celestial Group, Inc. are filed as part of this report under Part II, Item 8 - Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income (Loss) - Fiscal Years ended June 30, 2022, 2021
and 2020
Consolidated Statements of Stockholders’ Equity - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Cash Flows - Fiscal Years ended June 30, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules. The following financial statement schedule should be read in conjunction with the consolidated financial
statements included in Part II, Item 8, of this Annual Report on Form 10-K. All other financial schedules are not required under the related instructions, or are not applicable and therefore have been omitted.
(i)Represents
the allowance for doubtful accounts of the business acquired or disposed of during the fiscal year
(ii)Amounts written off and changes in exchange rates
(iii)Includes item related to THWR purchase accounting (2022: $i1,743; 2021: inil;
2020: inil)
/
(a)(3) Exhibits. The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately following Item 16. “Form 10-K Summary,”
which is incorporated herein by reference.
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows,
(vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
104
Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101).
*
Indicates management contract or compensatory plan or arrangement.
The
agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
