ý
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
|
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Delaware
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22-3240619
|
(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
|
|
|
|
1111 Marcus Avenue
Lake Success, New York
|
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11042
|
(Address of principal executive offices)
|
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(Zip Code)
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Title of Each Class
|
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Name of Each Exchange on which registered
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Common Stock, par value $.01 per share
|
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The NASDAQ
®
Global Select Market
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Large accelerated filer
|
ý
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Accelerated filer
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¨
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Non-accelerated filer
(Do not check if a smaller reporting company)
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I
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Item 1.
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||
Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
|
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
|
|
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
|
||
Item 16.
|
||
|
|
|
|
||
|
|
|
|
•
|
Better-for-You Baby
, which includes infant foods, infant and toddler formula, toddler and kids foods, diapers and wipe products that nurture and care for babies and toddlers, under the Earth’s Best
®
and Ella’s Kitchen
®
brands.
|
•
|
Better-for-You Pantry
, which includes core consumer staples, such as MaraNatha
®
, Arrowhead Mills
®
, Imagine
®
and Spectrum Organics
®
brands.
|
•
|
Better-for-You Snacking
, which includes wholesome products for in-between meals, such as Terra
®
, Sensible Portions
®
and Garden of Eatin’
®
brands.
|
•
|
Fresh Living
, which includes yogurt, plant-based proteins and other refrigerated products, such as The Greek Gods
®
yogurt and Dream™ plant-based beverage brands.
|
•
|
Pure Personal Care
, which includes personal care products focused on providing consumers with cleaner and gentler ingredients, such as JASON
®
, Live Clean
®
, Avalon Organics
®
and Alba Botanica
®
brands.
|
•
|
Tea
, which includes tea products marketed under the Celestial Seasonings
®
brand.
|
|
Fiscal Year ended June 30,
|
||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||
United States
|
$
|
1,191,262
|
|
42
|
%
|
|
$
|
1,249,123
|
|
43
|
%
|
|
$
|
1,253,156
|
|
48
|
%
|
United Kingdom
|
768,301
|
|
27
|
%
|
|
774,877
|
|
27
|
%
|
|
722,830
|
|
28
|
%
|
|||
Hain Pure Protein
|
509,606
|
|
18
|
%
|
|
492,510
|
|
17
|
%
|
|
337,197
|
|
13
|
%
|
|||
Rest of World
|
383,942
|
|
13
|
%
|
|
368,864
|
|
13
|
%
|
|
296,430
|
|
11
|
%
|
|||
Total
|
$
|
2,853,111
|
|
100
|
%
|
|
$
|
2,885,374
|
|
100
|
%
|
|
$
|
2,609,613
|
|
100
|
%
|
•
|
Boulder, Colorado, (four facilities) which produce Celestial Seasonings
®
specialty teas, Celestial Seasonings
®
Kombucha, WestSoy
®
fresh tofu, seitan and tempeh products, and Rudi’s Organic Bakery
®
organic breads, buns, bagels, tortillas,
|
•
|
Moonachie, New Jersey, which produces Terra
®
root vegetable and potato chips;
|
•
|
Mountville, Pennsylvania, which produces Sensible Portions
®
snack products;
|
•
|
Hereford, Texas, which produces Arrowhead Mills
®
cereals, flours and baking ingredients;
|
•
|
Shreveport, Louisiana, which produces DeBoles
®
organic and gluten-free pastas;
|
•
|
West Chester, Pennsylvania, which produces Earth’s Best
®
and Ella’s Kitchen
®
pouches, and BluePrint
®
cold-pressed juice drinks;
|
•
|
Ashland, Oregon, which produces MaraNatha
®
nut butters; and
|
•
|
Culver City, California, which produces Alba Botanica
®
, Avalon Organics
®
, JASON
®
, and Earth’s Best
®
personal care products.
|
•
|
Histon, England, which produces our ambient grocery products including Hartley’s
®
, Frank Cooper’s
®
, Robertson’s
®
and Gale’s
®
;
|
•
|
Rainham, England, (two facilities) which produce our classic and ready-to-heat Tilda
®
rice and grain-based products;
|
•
|
Grimsby, England, which produces our New Covent Garden Soup Co.
®
chilled soups;
|
•
|
Peterborough, England, which also produces New Covent Garden Soup Co.
®
chilled soups;
|
•
|
Clitheroe, England, which produces our Farmhouse Fare
®
hot-eating desserts;
|
•
|
Leeds, England, which prepares our fresh fruit products;
|
•
|
Fakenham, England, which produces Linda McCartney’s
®
meat-free frozen foods, as well as chilled dessert products;
|
•
|
Corby, England, (two facilities) which produces drinks and desserts and prepares fresh cut fruit;
|
•
|
Gateshead, England, which prepares fresh cut fruit; and
|
•
|
North Yorkshire, England, which produces Yorkshire Provender
TM
chilled soups; and
|
•
|
Larvik, Norway, which produces our GG UniqueFiber
TM
products.
|
•
|
Mifflintown, Pennsylvania, which produces Empire
®
and Kosher Valley
®
poultry products;
|
•
|
New Oxford, Pennsylvania, which produces Plainville Farms
®
poultry products;
|
•
|
Fredericksburg, Pennsylvania (two facilities), which produces FreeBird
®
poultry products; and
|
•
|
Liverpool, New York, which produces prepared poultry and related products.
|
•
|
Vancouver, British Columbia, which produces Yves Veggie Cuisine
®
plant-based products;
|
•
|
Mississauga, Ontario, which produces our Live Clean
®
and other personal care products;
|
•
|
Troisdorf, Germany, which produces Natumi
®
, Rice Dream
®
, Lima
®
and other plant-based beverages;
|
•
|
Andiran, France, which produces our Danival
®
organic food products;
|
•
|
Oberwart, Austria, which produces our Joya
®
plant-based foods and beverages; and
|
•
|
Schwerin, Germany, which also produces our Joya
®
plant-based foods and beverages.
|
•
|
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 Securities and Exchange Commission (“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 Nasdaq; and
|
•
|
the charters of the Audit, Compensation and Corporate Governance and Nominating Committees of our Board of Directors.
|
•
|
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;
|
•
|
difficulties in managing a global enterprise, including staffing, collecting accounts receivable and managing distributors;
|
•
|
compliance with United States laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act and the Office of Foreign Asset Control trade sanction regulations and anti-boycott regulations;
|
•
|
compliance with antitrust and competition laws, data privacy laws and a variety of other local, national and multi-national regulations and laws in multiple regimes;
|
•
|
pandemics, such as the flu, which may adversely affect our workforce as well as our local suppliers and customers;
|
•
|
earthquakes, tsunamis, floods or other major disasters that may limit the supply of products that we purchase abroad;
|
•
|
changes in tax laws, interpretation of tax laws, tax audit outcomes and potentially burdensome taxation;
|
•
|
fluctuations in currency values, especially in emerging markets;
|
•
|
changes in capital controls, including price and currency exchange controls;
|
•
|
discriminatory or conflicting fiscal policies;
|
•
|
varying abilities to enforce intellectual property and contractual rights;
|
•
|
greater risk of uncollectible accounts and longer collection cycles;
|
•
|
design and implementation of effective control environment processes across our diverse operations and employee base;
|
•
|
tariffs, quotas, trade barriers, other trade protection measures and import or export licensing requirements imposed by governments that might negatively affect our sales;
|
•
|
foreign currency exchange and transfer restrictions;
|
•
|
increased costs, disruptions in shipping or reduced availability of freight transportation;
|
•
|
differing labor standards;
|
•
|
difficulties and costs associated with complying with United States laws and regulations applicable to entities with overseas operations;
|
•
|
varying regulatory, tax, judicial and administrative practices in the jurisdictions where we operate; and
|
•
|
difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations.
|
•
|
as to the timing or number of marketing opportunities or amount of cost savings that may be realized as the result of our integration of an acquired brand;
|
•
|
that a business combination will enhance our competitive position and business prospects;
|
•
|
that we will be successful if we enter categories or markets in which we have limited or no prior experience;
|
•
|
that we will be able to coordinate a greater number of diverse businesses and businesses located in a greater number of geographic locations;
|
•
|
that we will not experience difficulties with customers, personnel or other parties as a result of a business combination;
|
•
|
that disputes with sellers will not arise; or
|
•
|
that, with respect to our acquisitions outside the United States, we will not be affected by, among other things, exchange rate risk and risks associated with local regulatory regimes.
|
•
|
integrating an acquired brand’s distribution channels with our own;
|
•
|
coordinating sales force activities of an acquired brand or in selling the products of an acquired brand to our customer base; or
|
•
|
integrating an acquired brand into our management information systems or integrating an acquired brand’s products into our product mix.
|
Primary Use
|
|
Location
|
|
Approximate Square Feet
|
|
Expiration of Lease
|
|
Hain Pure Protein:
|
|
|
|
|
|
|
|
Manufacturing and offices (Poultry products)
|
|
Fredericksburg, PA
|
|
58,000
|
|
|
Owned
|
Manufacturing and offices (Poultry products)
|
|
Fredericksburg, PA
|
|
60,000
|
|
|
Owned
|
Distribution and offices (Poultry products)
|
|
New Oxford, PA
|
|
92,000
|
|
|
Owned
|
Manufacturing and offices (Poultry products)
|
|
New Oxford, PA
|
|
130,000
|
|
|
Owned
|
Manufacturing and offices (Poultry products)
|
|
Liverpool, NY
|
|
15,000
|
|
|
Owned
|
Manufacturing, distribution and offices (Kosher poultry products)
|
|
Mifflintown, PA
|
|
280,000
|
|
|
Owned
|
Manufacturing, distribution and offices (Feed mill)
|
|
Sellinsgrove, PA
|
|
10,000
|
|
|
Owned
|
Manufacturing and offices (Poultry hatchery)
|
|
Beaver Springs, PA
|
|
35,000
|
|
|
Owned
|
|
|
|
|
|
|
|
|
Rest of World:
|
|
|
|
|
|
|
|
Manufacturing (Plant-based foods)
|
|
Vancouver, BC, Canada
|
|
76,000
|
|
|
Owned
|
Manufacturing and offices (Personal care)
|
|
Mississauga, ON, Canada
|
|
61,000
|
|
|
2020
|
Distribution (Personal care)
|
|
Mississauga, ON, Canada
|
|
80,500
|
|
|
2022
|
Manufacturing, distribution and offices (Plant-based beverages)
|
|
Troisdorf, Germany
|
|
131,000
|
|
|
2027
|
Manufacturing and offices (Organic food products)
|
|
Andiran, France
|
|
39,000
|
|
|
Owned
|
Distribution (Organic food products)
|
|
Nerrac, France
|
|
18,000
|
|
|
Owned
|
Manufacturing and offices (Plant-based foods and beverages)
|
|
Oberwart, Austria
|
|
108,000
|
|
|
Unlimited
|
Manufacturing (Plant-based foods and beverages)
|
|
Schwerin, Germany
|
|
650,000
|
|
|
Owned
|
|
Common Stock
|
||||||||||||||
|
Fiscal Year 2017
|
|
Fiscal Year 2016
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
55.35
|
|
|
$
|
34.57
|
|
|
$
|
70.65
|
|
|
$
|
51.19
|
|
Second Quarter
|
$
|
39.90
|
|
|
$
|
34.38
|
|
|
$
|
54.46
|
|
|
$
|
38.12
|
|
Third Quarter
|
$
|
40.99
|
|
|
$
|
34.46
|
|
|
$
|
41.78
|
|
|
$
|
33.12
|
|
Fourth Quarter
|
$
|
38.82
|
|
|
$
|
31.60
|
|
|
$
|
53.03
|
|
|
$
|
40.50
|
|
Period
|
(a)
Total number
of shares
purchased (1)
|
|
(b)
Average
price paid
per share
|
|
(c)
Total number of
shares purchased
as part of
publicly
announced plans
|
|
(d)
Maximum
number of shares that may yet be purchased under the plans (in millions of dollars) (2)
|
|||||
April 1, 2017 - April 30, 2017
|
86
|
|
|
$
|
37.09
|
|
|
—
|
|
|
—
|
|
May 1, 2017 - May 31, 2017
|
4,870
|
|
|
37.31
|
|
|
—
|
|
|
—
|
|
|
June 1, 2017 - June 30, 2017
|
3,063
|
|
|
36.56
|
|
|
—
|
|
|
250
|
|
|
Total
|
8,019
|
|
|
$
|
37.02
|
|
|
—
|
|
|
—
|
|
(1)
|
Shares surrendered for payment of employee payroll taxes due on shares issued under stockholder approved stock-based compensation plans.
|
(2)
|
On June 21, 2017, the Company’s Board of Directors authorized the repurchase of up to $250 million of the Company’s issued and outstanding common stock. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The authorization does not have a stated expiration date.
|
|
|
Fiscal Year ended June 30,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Operating results:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
2,853,111
|
|
|
$
|
2,885,374
|
|
|
$
|
2,609,613
|
|
|
$
|
2,107,822
|
|
|
$
|
1,705,975
|
|
Income from continuing operations
(a)
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
|
$
|
131,551
|
|
|
$
|
109,081
|
|
Loss from discontinued operations, net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,629
|
)
|
|
$
|
(5,137
|
)
|
Net income
(a)
|
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
|
$
|
129,922
|
|
|
$
|
103,944
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per common share
(b)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.62
|
|
|
$
|
1.35
|
|
|
$
|
1.18
|
|
From discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|||||
Net income per common share - basic
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.62
|
|
|
$
|
1.33
|
|
|
$
|
1.13
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted net income (loss) per common share
(b)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
From continuing operations
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.60
|
|
|
$
|
1.32
|
|
|
$
|
1.15
|
|
From discontinued operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|
(0.05
|
)
|
|||||
Net income per common share - diluted
*
|
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.60
|
|
|
$
|
1.30
|
|
|
$
|
1.09
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
(c)
|
|
$
|
534,287
|
|
|
$
|
543,206
|
|
|
$
|
537,440
|
|
|
$
|
358,345
|
|
|
$
|
271,355
|
|
Total assets
(c)
|
|
$
|
2,931,104
|
|
|
$
|
3,008,080
|
|
|
$
|
3,099,408
|
|
|
$
|
2,943,814
|
|
|
$
|
2,242,098
|
|
Long-term debt, less current portion
|
|
$
|
740,304
|
|
|
$
|
836,171
|
|
|
$
|
812,608
|
|
|
$
|
767,827
|
|
|
$
|
653,464
|
|
Stockholders’ equity
|
|
$
|
1,712,832
|
|
|
$
|
1,664,514
|
|
|
$
|
1,727,667
|
|
|
$
|
1,580,825
|
|
|
$
|
1,170,659
|
|
•
|
Better-for-You Baby
, which includes infant foods, infant and toddler formula, toddler and kids foods, diapers and wipe products that nurture and care for babies and toddlers, under the Earth’s Best
®
and Ella’s Kitchen
®
brands.
|
•
|
Better-for-You Pantry
, which includes core consumer staples, such as MaraNatha
®
, Arrowhead Mills
®
, Imagine
®
and Spectrum Organics
®
brands.
|
•
|
Better-for-You Snacking
, which includes wholesome products for in-between meals, such as Terra
®
, Sensible Portions
®
and Garden of Eatin’
®
brands.
|
•
|
Fresh Living
, which includes yogurt, plant-based proteins and other refrigerated products, such as The Greek Gods
®
yogurt and Dream™ plant-based beverage brands.
|
•
|
Pure Personal Care
, which includes personal care products focused on providing consumers with cleaner and gentler ingredients, such as JASON
®
, Live Clean
®
, Avalon Organics
®
and Alba Botanica
®
brands.
|
•
|
Tea
, which includes tea products marketed under the Celestial Seasonings
®
brand.
|
|
Fiscal Year ended June 30,
|
|
Change in
|
|||||||||||||||||
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
|||||||||||||
Net sales
|
$
|
2,853,111
|
|
|
100.0
|
%
|
|
$
|
2,885,374
|
|
|
100.0
|
%
|
|
$
|
(32,263
|
)
|
|
(1.1
|
)%
|
Cost of sales
|
2,311,739
|
|
|
81.0
|
%
|
|
2,271,243
|
|
|
78.7
|
%
|
|
40,496
|
|
|
1.8
|
%
|
|||
Gross profit
|
541,372
|
|
|
19.0
|
%
|
|
614,131
|
|
|
21.3
|
%
|
|
(72,759
|
)
|
|
(11.8
|
)%
|
|||
Selling, general and administrative expenses
|
331,763
|
|
|
11.6
|
%
|
|
303,763
|
|
|
10.5
|
%
|
|
28,000
|
|
|
9.2
|
%
|
|||
Amortization of acquired intangibles
|
18,402
|
|
|
0.6
|
%
|
|
18,869
|
|
|
0.7
|
%
|
|
(467
|
)
|
|
(2.5
|
)%
|
|||
Acquisition related expenses, restructuring and integration charges
|
10,388
|
|
|
0.4
|
%
|
|
13,391
|
|
|
0.5
|
%
|
|
(3,003
|
)
|
|
(22.4
|
)%
|
|||
Accounting review costs
|
29,562
|
|
|
1.0
|
%
|
|
—
|
|
|
—
|
|
|
29,562
|
|
|
n/a
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
84,548
|
|
|
2.9
|
%
|
|
(84,548
|
)
|
|
n/a
|
|
|||
Long-lived asset and intangibles impairment
|
40,452
|
|
|
1.4
|
%
|
|
43,200
|
|
|
1.5
|
%
|
|
(2,748
|
)
|
|
(6.4
|
)%
|
|||
Operating income
|
110,805
|
|
|
3.9
|
%
|
|
150,360
|
|
|
5.2
|
%
|
|
(39,555
|
)
|
|
(26.3
|
)%
|
|||
Interest and other financing expense, net
|
21,274
|
|
|
0.7
|
%
|
|
25,161
|
|
|
0.9
|
%
|
|
(3,887
|
)
|
|
(15.4
|
)%
|
|||
Other (income)/expense, net
|
388
|
|
|
—
|
|
|
16,543
|
|
|
0.6
|
%
|
|
(16,155
|
)
|
|
(97.7
|
)%
|
|||
Gain on fire insurance recovery
|
—
|
|
|
—
|
|
|
(9,752
|
)
|
|
(0.3
|
)%
|
|
9,752
|
|
|
n/a
|
|
|||
Income before income taxes and equity in earnings of equity-method investees
|
89,143
|
|
|
3.1
|
%
|
|
118,408
|
|
|
4.1
|
%
|
|
(29,265
|
)
|
|
(24.7
|
)%
|
|||
Provision for income taxes
|
21,842
|
|
|
0.8
|
%
|
|
70,932
|
|
|
2.5
|
%
|
|
(49,090
|
)
|
|
(69.2
|
)%
|
|||
Equity in net loss (income) of equity-method
investees
|
(129
|
)
|
|
—
|
|
|
47
|
|
|
—
|
|
|
(176
|
)
|
|
374.5
|
%
|
|||
Net income
|
$
|
67,430
|
|
|
2.4
|
%
|
|
$
|
47,429
|
|
|
1.6
|
%
|
|
$
|
20,001
|
|
|
42.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA
|
$
|
275,405
|
|
|
9.7
|
%
|
|
$
|
379,062
|
|
|
13.1
|
%
|
|
$
|
(103,657
|
)
|
|
(27.3
|
)%
|
(dollars in thousands)
|
|
United States
|
|
United Kingdom
|
|
Hain Pure Protein
|
|
Rest of World
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||||
Fiscal 2017 net sales
|
|
$
|
1,191,262
|
|
|
$
|
768,301
|
|
|
$
|
509,606
|
|
|
$
|
383,942
|
|
|
$
|
—
|
|
|
$
|
2,853,111
|
|
Fiscal 2016 net sales
|
|
$
|
1,249,123
|
|
|
$
|
774,877
|
|
|
$
|
492,510
|
|
|
$
|
368,864
|
|
|
$
|
—
|
|
|
$
|
2,885,374
|
|
$ change
|
|
$
|
(57,861
|
)
|
|
$
|
(6,576
|
)
|
|
$
|
17,096
|
|
|
$
|
15,078
|
|
|
n/a
|
|
|
$
|
(32,263
|
)
|
|
% change
|
|
(4.6
|
)%
|
|
(0.8
|
)%
|
|
3.5
|
%
|
|
4.1
|
%
|
|
n/a
|
|
|
(1.1
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal 2017 operating
income (loss)
|
|
$
|
157,506
|
|
|
$
|
39,749
|
|
|
$
|
1,382
|
|
|
$
|
32,010
|
|
|
$
|
(119,842
|
)
|
|
$
|
110,805
|
|
Fiscal 2016 operating
income (loss)
|
|
$
|
203,481
|
|
|
$
|
56,000
|
|
|
$
|
31,558
|
|
|
$
|
27,898
|
|
|
$
|
(168,577
|
)
|
|
$
|
150,360
|
|
$ change
|
|
$
|
(45,975
|
)
|
|
$
|
(16,251
|
)
|
|
$
|
(30,176
|
)
|
|
$
|
4,112
|
|
|
$
|
48,735
|
|
|
$
|
(39,555
|
)
|
% change
|
|
(22.6
|
)%
|
|
(29.0
|
)%
|
|
(95.6
|
)%
|
|
14.7
|
%
|
|
(28.9
|
)%
|
|
(26.3
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal 2017 operating
income margin
|
|
13.2
|
%
|
|
5.2
|
%
|
|
0.3
|
%
|
|
8.3
|
%
|
|
n/a
|
|
|
3.9
|
%
|
||||||
Fiscal 2016 operating
income margin
|
|
16.3
|
%
|
|
7.2
|
%
|
|
6.4
|
%
|
|
7.6
|
%
|
|
n/a
|
|
|
5.2
|
%
|
|
Fiscal Year ended June 30,
|
|
Change in
|
|||||||||||||||||
|
2016
|
|
2015
|
|
Dollars
|
|
Percentage
|
|||||||||||||
Net sales
|
$
|
2,885,374
|
|
|
100.0
|
%
|
|
$
|
2,609,613
|
|
|
100.0
|
%
|
|
$
|
275,761
|
|
|
10.6
|
%
|
Cost of sales
|
2,271,243
|
|
|
78.7
|
%
|
|
2,046,758
|
|
|
78.4
|
%
|
|
224,485
|
|
|
11.0
|
%
|
|||
Gross profit
|
614,131
|
|
|
21.3
|
%
|
|
562,855
|
|
|
21.6
|
%
|
|
51,276
|
|
|
9.1
|
%
|
|||
Selling, general and administrative expenses
|
303,763
|
|
|
10.5
|
%
|
|
302,827
|
|
|
11.6
|
%
|
|
936
|
|
|
0.3
|
%
|
|||
Amortization of acquired intangibles
|
18,869
|
|
|
0.7
|
%
|
|
17,846
|
|
|
0.7
|
%
|
|
1,023
|
|
|
5.7
|
%
|
|||
Acquisition related expenses, restructuring and integration charges
|
13,391
|
|
|
0.5
|
%
|
|
7,316
|
|
|
0.3
|
%
|
|
6,075
|
|
|
83.0
|
%
|
|||
Goodwill impairment
|
84,548
|
|
|
2.9
|
%
|
|
—
|
|
|
—
|
|
|
84,548
|
|
|
n/a
|
|
|||
Long-lived asset and intangibles impairment
|
43,200
|
|
|
1.5
|
%
|
|
1,004
|
|
|
—
|
|
|
42,196
|
|
|
4,202.8
|
%
|
|||
Operating income
|
150,360
|
|
|
5.2
|
%
|
|
233,862
|
|
|
9.0
|
%
|
|
(83,502
|
)
|
|
(35.7
|
)%
|
|||
Interest and other financing expense, net
|
25,161
|
|
|
0.9
|
%
|
|
25,973
|
|
|
1.0
|
%
|
|
(812
|
)
|
|
(3.1
|
)%
|
|||
Other (income)/expense, net
|
16,543
|
|
|
0.6
|
%
|
|
4,689
|
|
|
0.2
|
%
|
|
11,854
|
|
|
252.8
|
%
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(9,669
|
)
|
|
(0.4
|
)%
|
|
9,669
|
|
|
n/a
|
|
|||
Gain on fire insurance recovery
|
(9,752
|
)
|
|
(0.3
|
)%
|
|
—
|
|
|
—
|
|
|
(9,752
|
)
|
|
n/a
|
|
|||
Income before income taxes and equity in earnings of equity-method investees
|
118,408
|
|
|
4.1
|
%
|
|
212,869
|
|
|
8.2
|
%
|
|
(94,461
|
)
|
|
(44.4
|
)%
|
|||
Provision for income taxes
|
70,932
|
|
|
2.5
|
%
|
|
48,535
|
|
|
1.9
|
%
|
|
22,397
|
|
|
46.1
|
%
|
|||
Equity in net loss (income) of equity-
method investees
|
47
|
|
|
—
|
|
|
(628
|
)
|
|
—
|
|
|
675
|
|
|
107.5
|
%
|
|||
Net income
|
$
|
47,429
|
|
|
1.6
|
%
|
|
$
|
164,962
|
|
|
6.3
|
%
|
|
$
|
(117,533
|
)
|
|
(71.2
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Adjusted EBITDA
|
$
|
379,062
|
|
|
13.1
|
%
|
|
$
|
371,747
|
|
|
14.2
|
%
|
|
$
|
7,315
|
|
|
2.0
|
%
|
(dollars in thousands)
|
|
United States
|
|
United Kingdom
|
|
Hain Pure Protein
|
|
Rest of World
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||||
Fiscal 2016 net sales
|
|
$
|
1,249,123
|
|
|
$
|
774,877
|
|
|
$
|
492,510
|
|
|
$
|
368,864
|
|
|
$
|
—
|
|
|
$
|
2,885,374
|
|
Fiscal 2015 net sales
|
|
$
|
1,253,156
|
|
|
$
|
722,830
|
|
|
$
|
337,197
|
|
|
$
|
296,430
|
|
|
$
|
—
|
|
|
$
|
2,609,613
|
|
$ change
|
|
$
|
(4,033
|
)
|
|
$
|
52,047
|
|
|
$
|
155,313
|
|
|
$
|
72,434
|
|
|
n/a
|
|
|
$
|
275,761
|
|
|
% change
|
|
(0.3
|
)%
|
|
7.2
|
%
|
|
46.1
|
%
|
|
24.4
|
%
|
|
n/a
|
|
|
10.6
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal 2016 operating income
|
|
$
|
203,481
|
|
|
$
|
56,000
|
|
|
$
|
31,558
|
|
|
$
|
27,898
|
|
|
$
|
(168,577
|
)
|
|
$
|
150,360
|
|
Fiscal 2015 operating income
|
|
$
|
180,937
|
|
|
$
|
44,985
|
|
|
$
|
28,685
|
|
|
$
|
22,327
|
|
|
$
|
(43,072
|
)
|
|
$
|
233,862
|
|
$ change
|
|
$
|
22,544
|
|
|
$
|
11,015
|
|
|
$
|
2,873
|
|
|
$
|
5,571
|
|
|
$
|
(125,505
|
)
|
|
$
|
(83,502
|
)
|
% change
|
|
12.5
|
%
|
|
24.5
|
%
|
|
10.0
|
%
|
|
25.0
|
%
|
|
291.4
|
%
|
|
(35.7
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fiscal 2016 operating income margin
|
|
16.3
|
%
|
|
7.2
|
%
|
|
6.4
|
%
|
|
7.6
|
%
|
|
n/a
|
|
|
5.2
|
%
|
||||||
Fiscal 2015 operating income margin
|
|
14.4
|
%
|
|
6.2
|
%
|
|
8.5
|
%
|
|
7.5
|
%
|
|
n/a
|
|
|
9.0
|
%
|
|
Fiscal Year ended June 30
|
||||||||||
(amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
216,624
|
|
|
$
|
206,575
|
|
|
$
|
185,482
|
|
Investing activities
|
(76,245
|
)
|
|
(234,345
|
)
|
|
(151,300
|
)
|
|||
Financing activities
|
(118,199
|
)
|
|
69
|
|
|
17,167
|
|
|||
Effect of exchange rate changes on cash
|
(3,114
|
)
|
|
(11,295
|
)
|
|
(8,178
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
19,066
|
|
|
$
|
(38,996
|
)
|
|
$
|
43,171
|
|
|
Fiscal Year ended June 30,
|
||||||||||||
(amounts in thousands)
|
2017
|
|
2016
|
||||||||||
Change in consolidated net sales
|
$
|
(32,263
|
)
|
|
(1.1
|
)%
|
|
$
|
275,761
|
|
|
10.6
|
%
|
Impact of foreign currency exchange
|
124,319
|
|
|
4.3
|
%
|
|
69,219
|
|
|
2.6
|
%
|
||
Change in consolidated net sales on a constant-currency basis
|
$
|
92,056
|
|
|
3.2
|
%
|
|
$
|
344,980
|
|
|
13.2
|
%
|
|
Fiscal Year ended June 30
|
||||||||||
(amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Net income
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
Provision for income taxes
|
21,842
|
|
|
70,932
|
|
|
48,535
|
|
|||
Interest expense, net
|
18,446
|
|
|
22,231
|
|
|
23,174
|
|
|||
Depreciation and amortization
|
68,697
|
|
|
65,622
|
|
|
57,380
|
|
|||
Equity in net loss (income) of equity-method investees
|
(129
|
)
|
|
47
|
|
|
(628
|
)
|
|||
Stock-based compensation
|
9,658
|
|
|
12,688
|
|
|
12,197
|
|
|||
Long-lived asset and tradename impairment
|
40,452
|
|
|
43,200
|
|
|
1,004
|
|
|||
Goodwill impairment
|
—
|
|
|
84,548
|
|
|
—
|
|
|||
Unrealized currency loss
|
12,570
|
|
|
14,831
|
|
|
5,324
|
|
|||
EBITDA
|
238,966
|
|
|
361,528
|
|
|
311,948
|
|
|||
|
|
|
|
|
|
||||||
Acquisition, restructuring, integration, severance, and other charges
|
9,694
|
|
|
13,904
|
|
|
11,631
|
|
|||
Chilled desserts contract related termination costs
|
2,583
|
|
|
—
|
|
|
—
|
|
|||
HPPC production interruption related to chiller breakdown and factory
start-up costs
|
—
|
|
|
4,705
|
|
|
—
|
|
|||
Inventory costs for products discontinued or with redesigned packaging
|
5,359
|
|
|
3,050
|
|
|
|
||||
Costs incurred due to co-packer default
|
—
|
|
|
770
|
|
|
—
|
|
|||
U.K. deferred synergies due to CMA Board decision
|
918
|
|
|
949
|
|
|
—
|
|
|||
U.K. factory start-up costs
|
—
|
|
|
743
|
|
|
11,407
|
|
|||
U.S. warehouse consolidation project
|
—
|
|
|
623
|
|
|
—
|
|
|||
Recall and other related costs
|
809
|
|
|
—
|
|
|
30,110
|
|
|||
Accounting review costs
|
29,562
|
|
|
—
|
|
|
—
|
|
|||
Litigation expenses
|
—
|
|
|
1,200
|
|
|
7,203
|
|
|||
Celestial Seasonings marketing support and Keurig transition
|
—
|
|
|
1,000
|
|
|
—
|
|
|||
Tilda fire insurance recovery costs and other start-up/integration costs
|
—
|
|
|
342
|
|
|
1,666
|
|
|||
Luton closure costs
|
1,804
|
|
|
—
|
|
|
—
|
|
|||
Gain on Tilda fire related fixes assets
|
—
|
|
|
(9,752
|
)
|
|
—
|
|
|||
Realized currency gain on repayment of GBP denominated debt
|
(14,290
|
)
|
|
—
|
|
|
—
|
|
|||
European non-dairy beverage withdrawal
|
—
|
|
|
—
|
|
|
2,187
|
|
|||
Ashland factory and related expenses
|
—
|
|
|
—
|
|
|
4,146
|
|
|||
Fakenham inventory allowance for fire
|
—
|
|
|
—
|
|
|
900
|
|
|||
Foxboro roof collapse
|
—
|
|
|
—
|
|
|
532
|
|
|||
Gain on pre-existing investment in HPPC and Empire
|
—
|
|
|
—
|
|
|
(9,669
|
)
|
|||
Gain on disposal of investment held for sale
|
—
|
|
|
—
|
|
|
(314
|
)
|
|||
Adjusted EBITDA
|
$
|
275,405
|
|
|
$
|
379,062
|
|
|
$
|
371,747
|
|
|
Fiscal Year ended June 30,
|
||||||||||
(amounts in thousands)
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flow provided by operating activities
|
$
|
216,624
|
|
|
$
|
206,575
|
|
|
$
|
185,482
|
|
Purchase of property, plant and equipment
|
(63,120
|
)
|
|
(77,284
|
)
|
|
(51,217
|
)
|
|||
Operating free cash flow
|
$
|
153,504
|
|
|
$
|
129,291
|
|
|
$
|
134,265
|
|
|
Payments Due by Period
|
||||||||||||||||||
(amounts in thousands)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
5+ years
|
||||||||||
Long-term debt obligations (1)
|
$
|
793,753
|
|
|
$
|
27,609
|
|
|
$
|
763,449
|
|
|
$
|
2,397
|
|
|
$
|
298
|
|
Operating lease obligations
|
101,836
|
|
|
18,771
|
|
|
27,446
|
|
|
17,917
|
|
|
37,702
|
|
|||||
Purchase obligations (2)
|
420,133
|
|
|
360,512
|
|
|
59,615
|
|
|
6
|
|
|
—
|
|
|||||
Other contractual obligations (3)
|
6,366
|
|
|
1,850
|
|
|
4,516
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
1,322,088
|
|
|
$
|
408,742
|
|
|
$
|
855,026
|
|
|
$
|
20,320
|
|
|
$
|
38,000
|
|
(1)
|
Including debt and interest.
|
(2)
|
Excludes amounts that may be payable upon termination to co-packers as we are not able to reasonably estimate such amounts.
|
(3)
|
Amounts primarily include contingent consideration arrangements and employment contracts. Additionally, as of June 30, 2017, we had non-current unrecognized tax benefits of
$11.6 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.
|
•
|
interest rates on debt and cash equivalents;
|
•
|
foreign exchange rates, generating translation and transaction gains and losses; and
|
•
|
ingredient inputs.
|
|
June 30,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
146,992
|
|
|
$
|
127,926
|
|
Accounts receivable, less allowance for doubtful accounts of $1,447 and $936, respectively
|
248,436
|
|
|
278,933
|
|
||
Inventories
|
427,308
|
|
|
408,564
|
|
||
Prepaid expenses and other current assets
|
52,045
|
|
|
84,811
|
|
||
Total current assets
|
874,781
|
|
|
900,234
|
|
||
Property, plant and equipment, net
|
370,511
|
|
|
389,841
|
|
||
Goodwill
|
1,059,981
|
|
|
1,060,336
|
|
||
Trademarks and other intangible assets, net
|
573,268
|
|
|
604,787
|
|
||
Investments and joint ventures
|
18,998
|
|
|
20,244
|
|
||
Other assets
|
33,565
|
|
|
32,638
|
|
||
Total assets
|
$
|
2,931,104
|
|
|
$
|
3,008,080
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
222,136
|
|
|
$
|
251,712
|
|
Accrued expenses and other current liabilities
|
108,514
|
|
|
78,803
|
|
||
Current portion of long-term debt
|
9,844
|
|
|
26,513
|
|
||
Total current liabilities
|
340,494
|
|
|
357,028
|
|
||
Long-term debt, less current portion
|
740,304
|
|
|
836,171
|
|
||
Deferred income taxes
|
121,475
|
|
|
131,507
|
|
||
Other noncurrent liabilities
|
15,999
|
|
|
18,860
|
|
||
Total liabilities
|
1,218,272
|
|
|
1,343,566
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none
|
—
|
|
|
—
|
|
||
Common stock - $.01 par value, authorized 150,000 shares; issued: 107,989 and 107,479 shares, respectively; outstanding: 103,702 and 103,461 shares, respectively
|
1,080
|
|
|
1,075
|
|
||
Additional paid-in capital
|
1,137,724
|
|
|
1,123,206
|
|
||
Retained earnings
|
868,822
|
|
|
801,392
|
|
||
Accumulated other comprehensive loss
|
(195,479
|
)
|
|
(172,111
|
)
|
||
|
1,812,147
|
|
|
1,753,562
|
|
||
Less: Treasury stock, at cost, 4,287 and 4,018 shares, respectively
|
(99,315
|
)
|
|
(89,048
|
)
|
||
Total stockholders’ equity
|
1,712,832
|
|
|
1,664,514
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,931,104
|
|
|
$
|
3,008,080
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net sales
|
$
|
2,853,111
|
|
|
$
|
2,885,374
|
|
|
$
|
2,609,613
|
|
Cost of sales
|
2,311,739
|
|
|
2,271,243
|
|
|
2,046,758
|
|
|||
Gross profit
|
541,372
|
|
|
614,131
|
|
|
562,855
|
|
|||
Selling, general and administrative expenses
|
331,763
|
|
|
303,763
|
|
|
302,827
|
|
|||
Amortization of acquired intangibles
|
18,402
|
|
|
18,869
|
|
|
17,846
|
|
|||
Acquisition related expenses, restructuring and integration charges
|
10,388
|
|
|
13,391
|
|
|
7,316
|
|
|||
Accounting review costs
|
29,562
|
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
84,548
|
|
|
—
|
|
|||
Long-lived asset and intangibles impairment
|
40,452
|
|
|
43,200
|
|
|
1,004
|
|
|||
Operating income
|
110,805
|
|
|
150,360
|
|
|
233,862
|
|
|||
Interest and other financing expense, net
|
21,274
|
|
|
25,161
|
|
|
25,973
|
|
|||
Other (income)/expense, net
|
388
|
|
|
16,543
|
|
|
4,689
|
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(9,669
|
)
|
|||
Gain on fire insurance recovery
|
—
|
|
|
(9,752
|
)
|
|
—
|
|
|||
Income before income taxes and equity in earnings of equity-method investees
|
89,143
|
|
|
118,408
|
|
|
212,869
|
|
|||
Provision for income taxes
|
21,842
|
|
|
70,932
|
|
|
48,535
|
|
|||
Equity in net loss (income) of equity-method investees
|
(129
|
)
|
|
47
|
|
|
(628
|
)
|
|||
Net income
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.62
|
|
Diluted
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.60
|
|
|
|
|
|
|
|
||||||
Shares used in the calculation of net income per common share:
|
|
|
|
|
|
||||||
Basic
|
103,611
|
|
|
103,135
|
|
|
101,703
|
|
|||
Diluted
|
104,248
|
|
|
104,183
|
|
|
103,421
|
|
|
Fiscal Year Ended June 30, 2017
|
|
Fiscal Year Ended June 30, 2016
|
|
Fiscal Year Ended June 30, 2015
|
||||||||||||||||||||||||||||||
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||||||||
Net income
|
|
|
|
|
$
|
67,430
|
|
|
|
|
|
|
$
|
47,429
|
|
|
|
|
|
|
$
|
164,962
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Foreign currency translation adjustments
|
$
|
(22,951
|
)
|
|
$
|
—
|
|
|
(22,951
|
)
|
|
$
|
(129,874
|
)
|
|
$
|
—
|
|
|
(129,874
|
)
|
|
$
|
(106,790
|
)
|
|
$
|
4,416
|
|
|
(102,374
|
)
|
|||
Change in deferred gains (losses) on cash flow hedging instruments
|
(411
|
)
|
|
32
|
|
|
(379
|
)
|
|
(788
|
)
|
|
261
|
|
|
(527
|
)
|
|
2,093
|
|
|
(512
|
)
|
|
1,581
|
|
|||||||||
Change in unrealized gain (loss) on available for sale investment
|
(53
|
)
|
|
15
|
|
|
(38
|
)
|
|
(129
|
)
|
|
50
|
|
|
(79
|
)
|
|
(1,575
|
)
|
|
669
|
|
|
(906
|
)
|
|||||||||
Total other comprehensive (loss) income
|
$
|
(23,415
|
)
|
|
$
|
47
|
|
|
$
|
(23,368
|
)
|
|
$
|
(130,791
|
)
|
|
$
|
311
|
|
|
$
|
(130,480
|
)
|
|
$
|
(106,272
|
)
|
|
$
|
4,573
|
|
|
$
|
(101,699
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total comprehensive income (loss)
|
|
|
|
|
$
|
44,062
|
|
|
|
|
|
|
$
|
(83,051
|
)
|
|
|
|
|
|
$
|
63,263
|
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Income (Loss)
|
|
Total
|
||||||||||||||
Balance at June 30, 2014
|
103,143
|
|
|
$
|
1,031
|
|
|
$
|
970,817
|
|
|
$
|
589,001
|
|
|
2,906
|
|
|
$
|
(40,092
|
)
|
|
$
|
60,068
|
|
|
$
|
1,580,825
|
|
Net income
|
|
|
|
|
|
|
164,962
|
|
|
|
|
|
|
|
|
164,962
|
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
(101,699
|
)
|
|
(101,699
|
)
|
||||||||||||
Issuance of common stock pursuant to compensation plans
|
1,968
|
|
|
20
|
|
|
26,065
|
|
|
|
|
|
|
|
|
|
|
26,085
|
|
||||||||||
Issuance of common stock in connection with acquisitions
|
730
|
|
|
7
|
|
|
34,129
|
|
|
|
|
|
|
|
|
|
|
34,136
|
|
||||||||||
Stock based compensation income tax effects
|
|
|
|
|
29,219
|
|
|
|
|
|
|
|
|
|
|
29,219
|
|
||||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans
|
|
|
|
|
|
|
|
|
323
|
|
|
(18,058
|
)
|
|
|
|
(18,058
|
)
|
|||||||||||
Stock based compensation
expense
|
|
|
|
|
12,197
|
|
|
|
|
|
|
|
|
|
|
12,197
|
|
||||||||||||
Balance at June 30, 2015
|
105,841
|
|
|
$
|
1,058
|
|
|
$
|
1,072,427
|
|
|
$
|
753,963
|
|
|
3,229
|
|
|
$
|
(58,150
|
)
|
|
$
|
(41,631
|
)
|
|
$
|
1,727,667
|
|
Net income
|
|
|
|
|
|
|
47,429
|
|
|
|
|
|
|
|
|
47,429
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(130,480
|
)
|
|
(130,480
|
)
|
||||||||||||
Issuance of common stock pursuant to compensation plans
|
1,398
|
|
|
14
|
|
|
9,749
|
|
|
|
|
151
|
|
|
(5,363
|
)
|
|
|
|
4,400
|
|
||||||||
Issuance of common stock in connection with acquisitions
|
240
|
|
|
3
|
|
|
16,305
|
|
|
|
|
|
|
|
|
|
|
16,308
|
|
||||||||||
Stock based compensation income tax effects
|
|
|
|
|
12,037
|
|
|
|
|
|
|
|
|
|
|
12,037
|
|
||||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans
|
|
|
|
|
|
|
|
|
638
|
|
|
(25,535
|
)
|
|
|
|
(25,535
|
)
|
|||||||||||
Stock based compensation
expense
|
|
|
|
|
12,688
|
|
|
|
|
|
|
|
|
|
|
12,688
|
|
||||||||||||
Balance at June 30, 2016
|
107,479
|
|
|
$
|
1,075
|
|
|
$
|
1,123,206
|
|
|
$
|
801,392
|
|
|
4,018
|
|
|
$
|
(89,048
|
)
|
|
$
|
(172,111
|
)
|
|
$
|
1,664,514
|
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
Income (Loss)
|
|
Total
|
||||||||||||||
Balance at June 30, 2016
|
107,479
|
|
|
$
|
1,075
|
|
|
$
|
1,123,206
|
|
|
$
|
801,392
|
|
|
4,018
|
|
|
$
|
(89,048
|
)
|
|
$
|
(172,111
|
)
|
|
$
|
1,664,514
|
|
Net income
|
|
|
|
|
|
|
67,430
|
|
|
|
|
|
|
|
|
67,430
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,368
|
)
|
|
(23,368
|
)
|
||||||||||||
Issuance of common stock pursuant to compensation plans
|
510
|
|
|
5
|
|
|
1,995
|
|
|
|
|
52
|
|
|
(1,999
|
)
|
|
|
|
1
|
|
||||||||
Stock based compensation income tax effects
|
|
|
|
|
2,865
|
|
|
|
|
|
|
|
|
|
|
2,865
|
|
||||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock based compensation plans
|
|
|
|
|
|
|
|
|
217
|
|
|
(8,268
|
)
|
|
|
|
(8,268
|
)
|
|||||||||||
Stock based compensation
expense
|
|
|
|
|
9,658
|
|
|
|
|
|
|
|
|
|
|
9,658
|
|
||||||||||||
Balance at June 30, 2017
|
107,989
|
|
|
$
|
1,080
|
|
|
$
|
1,137,724
|
|
|
$
|
868,822
|
|
|
4,287
|
|
|
$
|
(99,315
|
)
|
|
$
|
(195,479
|
)
|
|
$
|
1,712,832
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
68,697
|
|
|
65,622
|
|
|
57,380
|
|
|||
Deferred income taxes
|
(10,456
|
)
|
|
33,093
|
|
|
(2,667
|
)
|
|||
Equity in net (income) loss of equity-method investees
|
(129
|
)
|
|
47
|
|
|
(628
|
)
|
|||
Stock based compensation
|
9,658
|
|
|
12,688
|
|
|
12,197
|
|
|||
Contingent consideration expense
|
—
|
|
|
1,511
|
|
|
(253
|
)
|
|||
Gains on fire insurance recovery and other, net
|
—
|
|
|
(8,058
|
)
|
|
—
|
|
|||
Gains on pre-existing ownership interests in HPPC and Empire
|
—
|
|
|
—
|
|
|
(9,669
|
)
|
|||
Impairment charges
|
40,452
|
|
|
127,748
|
|
|
—
|
|
|||
Other non-cash items, net
|
459
|
|
|
15,038
|
|
|
(1,434
|
)
|
|||
Increase (decrease) in cash attributable to changes in operating assets and liabilities, net of amounts applicable to acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
27,675
|
|
|
(12,886
|
)
|
|
(19,582
|
)
|
|||
Inventories
|
(20,968
|
)
|
|
(15,739
|
)
|
|
(30,465
|
)
|
|||
Other current assets
|
32,637
|
|
|
(22,534
|
)
|
|
(15,308
|
)
|
|||
Other assets and liabilities
|
(5,637
|
)
|
|
3,281
|
|
|
(3,964
|
)
|
|||
Accounts payable and accrued expenses
|
6,806
|
|
|
(40,665
|
)
|
|
34,913
|
|
|||
Net cash provided by operating activities
|
216,624
|
|
|
206,575
|
|
|
185,482
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisitions of businesses, net of cash acquired
|
(19,544
|
)
|
|
(157,061
|
)
|
|
(104,633
|
)
|
|||
Purchases of property and equipment
|
(63,120
|
)
|
|
(77,284
|
)
|
|
(51,217
|
)
|
|||
Proceeds from sale of assets and other
|
6,419
|
|
|
—
|
|
|
4,550
|
|
|||
Net cash used in investing activities
|
(76,245
|
)
|
|
(234,345
|
)
|
|
(151,300
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from exercises of stock options
|
—
|
|
|
—
|
|
|
18,643
|
|
|||
Borrowings under bank revolving credit facility
|
90,000
|
|
|
323,904
|
|
|
92,000
|
|
|||
Repayments under bank revolving credit facility
|
(181,203
|
)
|
|
(145,053
|
)
|
|
(43,049
|
)
|
|||
Repayments of senior notes
|
—
|
|
|
(150,000
|
)
|
|
—
|
|
|||
Repayments of other debt, net
|
(19,528
|
)
|
|
(13,017
|
)
|
|
(54,853
|
)
|
|||
Excess tax benefits from stock based compensation
|
3,298
|
|
|
11,317
|
|
|
25,701
|
|
|||
Acquisition related contingent consideration
|
(2,498
|
)
|
|
(1,547
|
)
|
|
(3,217
|
)
|
|||
Shares withheld for payment of employee payroll taxes
|
(8,268
|
)
|
|
(25,535
|
)
|
|
(18,058
|
)
|
|||
Net cash (used in) provided by financing activities
|
(118,199
|
)
|
|
69
|
|
|
17,167
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash
|
(3,114
|
)
|
|
(11,295
|
)
|
|
(8,178
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase/(decrease) in cash and cash equivalents
|
19,066
|
|
|
(38,996
|
)
|
|
43,171
|
|
|||
Cash and cash equivalents at beginning of year
|
127,926
|
|
|
166,922
|
|
|
123,751
|
|
|||
Cash and cash equivalents at end of year
|
$
|
146,992
|
|
|
$
|
127,926
|
|
|
$
|
166,922
|
|
Buildings and improvements
|
|
10 - 40 years
|
Machinery and equipment
|
|
3 - 20 years
|
Furniture and fixtures
|
|
3 - 15 years
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
67,430
|
|
|
$
|
47,429
|
|
|
$
|
164,962
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
103,611
|
|
|
103,135
|
|
|
101,703
|
|
|||
Effect of dilutive stock options, unvested restricted stock and
unvested restricted share units
|
637
|
|
|
1,048
|
|
|
1,718
|
|
|||
Diluted weighted average shares outstanding
|
104,248
|
|
|
104,183
|
|
|
103,421
|
|
|||
|
|
|
|
|
|
||||||
Net income per common share:
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.62
|
|
Diluted
|
$
|
0.65
|
|
|
$
|
0.46
|
|
|
$
|
1.60
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net sales from continuing operations
|
$
|
2,973,872
|
|
|
$
|
2,947,536
|
|
Net income from continuing operations
|
$
|
51,270
|
|
|
$
|
177,435
|
|
Net income per common share from continuing operations - diluted
|
$
|
0.49
|
|
|
$
|
1.71
|
|
|
Fiscal Year Ended June 30, 2015
|
||
Net sales from continuing operations
|
$
|
2,718,466
|
|
Net income from continuing operations
|
$
|
168,196
|
|
Net income per common share from continuing operations - diluted
|
$
|
1.63
|
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
Finished goods
|
$
|
264,148
|
|
|
$
|
238,184
|
|
Raw materials, work-in-progress and packaging
|
163,160
|
|
|
170,380
|
|
||
|
$
|
427,308
|
|
|
$
|
408,564
|
|
|
June 30,
2017 |
|
June 30,
2016 |
||||
Land
|
$
|
33,930
|
|
|
$
|
35,825
|
|
Buildings and improvements
|
116,723
|
|
|
102,086
|
|
||
Machinery and equipment
|
350,689
|
|
|
358,362
|
|
||
Computer hardware and software
|
51,486
|
|
|
48,829
|
|
||
Furniture and fixtures
|
15,993
|
|
|
14,165
|
|
||
Leasehold improvements
|
29,296
|
|
|
28,471
|
|
||
Construction in progress
|
16,119
|
|
|
14,495
|
|
||
|
614,236
|
|
|
602,233
|
|
||
Less: Accumulated depreciation and amortization
|
243,725
|
|
|
212,392
|
|
||
|
$
|
370,511
|
|
|
$
|
389,841
|
|
|
United States
|
|
United Kingdom
|
|
Hain Pure Protein
|
|
Rest of World
|
|
Total
|
||||||||||
Balance as of June 30, 2015 (a):
|
$
|
610,745
|
|
|
$
|
420,721
|
|
|
$
|
41,970
|
|
|
$
|
62,242
|
|
|
$
|
1,135,678
|
|
Acquisitions
|
—
|
|
|
57,019
|
|
|
(881)
|
|
|
20,674
|
|
|
76,812
|
|
|||||
Impairment charge
|
—
|
|
|
(84,548
|
)
|
|
—
|
|
|
—
|
|
|
(84,548
|
)
|
|||||
Translation and other adjustments, net
|
(5,043
|
)
|
|
(60,631
|
)
|
|
—
|
|
|
(1,932
|
)
|
|
(67,606
|
)
|
|||||
Balance as of June 30, 2016 (b):
|
605,702
|
|
|
332,561
|
|
|
41,089
|
|
|
80,984
|
|
|
1,060,336
|
|
|||||
Acquisitions
|
3,083
|
|
|
6,962
|
|
|
—
|
|
|
—
|
|
|
10,045
|
|
|||||
Reallocation of goodwill between reporting units
|
(16,377
|
)
|
|
—
|
|
|
—
|
|
|
16,377
|
|
|
—
|
|
|||||
Translation and other adjustments, net
|
(992
|
)
|
|
(10,388
|
)
|
|
—
|
|
|
980
|
|
|
(10,400
|
)
|
|||||
Balance as of June 30, 2017 (b):
|
$
|
591,416
|
|
|
$
|
329,135
|
|
|
$
|
41,089
|
|
|
$
|
98,341
|
|
|
$
|
1,059,981
|
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
Non-amortized intangible assets:
|
|
|
|
||||
Trademarks and tradenames (a)
|
$
|
424,817
|
|
|
$
|
441,140
|
|
Amortized intangible assets:
|
|
|
|
||||
Other intangibles
|
247,712
|
|
|
245,040
|
|
||
Less: accumulated amortization
|
(99,261
|
)
|
|
(81,393
|
)
|
||
Net carrying amount
|
$
|
573,268
|
|
|
$
|
604,787
|
|
|
Fiscal Year ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Amortization of intangible assets
|
$
|
18,402
|
|
|
$
|
18,869
|
|
|
$
|
17,846
|
|
|
Fiscal Year ending June 30,
|
||||||||||||||||||
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
||||||||||
Estimated amortization expense
|
$
|
18,385
|
|
|
$
|
16,129
|
|
|
$
|
14,748
|
|
|
$
|
14,306
|
|
|
$
|
14,210
|
|
|
June 30,
2017 |
|
June 30, 2016
|
||||
Payroll, employee benefits and other administrative accruals
|
$
|
70,740
|
|
|
$
|
43,774
|
|
Freight and warehousing accruals
|
20,294
|
|
|
16,007
|
|
||
Selling and marketing related accruals
|
9,785
|
|
|
9,826
|
|
||
Other accruals
|
7,695
|
|
|
9,196
|
|
||
|
$
|
108,514
|
|
|
$
|
78,803
|
|
|
June 30,
2017 |
|
June 30,
2016 |
||||
Credit Agreement borrowings payable to banks
|
$
|
733,715
|
|
|
$
|
827,860
|
|
Tilda short-term borrowing arrangements
|
7,761
|
|
|
19,121
|
|
||
Other borrowings
|
8,672
|
|
|
15,703
|
|
||
|
750,148
|
|
|
862,684
|
|
||
Short-term borrowings and current portion of long-term debt
|
9,844
|
|
|
26,513
|
|
||
Long-term debt, less current portion
|
$
|
740,304
|
|
|
$
|
836,171
|
|
Due in Fiscal Year
|
|
Amount
|
||
2018
|
|
$
|
9,844
|
|
2019
|
|
1,829
|
|
|
2020
|
|
735,865
|
|
|
2021
|
|
1,891
|
|
|
2022
|
|
426
|
|
|
Thereafter
|
|
293
|
|
|
|
|
$
|
750,148
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Domestic
|
$
|
49,046
|
|
|
$
|
158,025
|
|
|
$
|
170,884
|
|
Foreign
|
40,097
|
|
|
(39,617
|
)
|
|
41,985
|
|
|||
Total
|
$
|
89,143
|
|
|
$
|
118,408
|
|
|
$
|
212,869
|
|
|
Fiscal Year Ended June 30,
|
|||||||||||||||||||||
|
2017
|
|
%
|
|
2016
|
|
%
|
|
2015
|
|
%
|
|||||||||||
Expected United States federal income tax at statutory rate
|
$
|
31,200
|
|
|
35.0
|
%
|
|
$
|
41,443
|
|
|
35.0
|
%
|
|
$
|
74,504
|
|
|
35.0
|
%
|
||
State income taxes, net of federal benefit
|
3,034
|
|
|
3.4
|
%
|
|
5,447
|
|
|
4.6
|
%
|
|
4,795
|
|
|
2.2
|
%
|
|||||
Domestic manufacturing deduction
|
(1,691
|
)
|
|
(1.9
|
)%
|
|
(1,233
|
)
|
|
(1.0
|
)%
|
|
(1,210
|
)
|
|
(0.6
|
)%
|
|||||
Foreign income at different rates
|
(6,539
|
)
|
|
(7.3
|
)%
|
|
(4,051
|
)
|
|
(3.4
|
)%
|
|
(9,515
|
)
|
|
(4.5
|
)%
|
|||||
Impairment of goodwill and intangibles
|
—
|
|
|
—
|
%
|
—
|
|
23,172
|
|
—
|
|
19.6
|
%
|
|
—
|
|
|
—
|
%
|
|||
Change in valuation allowance
|
(60
|
)
|
|
(0.1
|
)%
|
|
5,067
|
|
|
4.3
|
%
|
|
963
|
|
|
0.5
|
%
|
|||||
Corporate tax reorganization
|
—
|
|
|
—
|
%
|
|
(4,173
|
)
|
|
(3.5
|
)%
|
|
(20,670
|
)
|
|
(9.7
|
)%
|
|||||
Unrealized foreign exchange losses
|
807
|
|
|
0.9
|
%
|
|
7,056
|
|
|
6.0
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Change in reserves for uncertain tax positions
|
(4,417
|
)
|
|
(5.0
|
)%
|
|
1,448
|
|
|
1.2
|
%
|
|
(635
|
)
|
|
(0.3
|
)%
|
|||||
Non-taxable gains on acquisition of pre-existing ownership interests in HPPC and Empire
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(2,793
|
)
|
|
(1.3
|
)%
|
|||||
Reduction of deferred tax liabilities resulting from change in United Kingdom tax rate
|
(1,841
|
)
|
|
(2.1
|
)%
|
|
(4,942
|
)
|
|
(4.2
|
)%
|
|
—
|
|
|
—
|
%
|
|||||
Other
|
1,349
|
|
|
1.6
|
%
|
|
1,698
|
|
|
1.3
|
%
|
|
3,096
|
|
|
1.5
|
%
|
|||||
Provision for income taxes
|
$
|
21,842
|
|
|
24.5
|
%
|
|
$
|
70,932
|
|
|
59.9
|
%
|
|
$
|
48,535
|
|
|
22.8
|
%
|
|
June 30, 2017
|
|
June 30, 2016
|
||||
Noncurrent deferred tax assets/(liabilities):
|
|
|
|
||||
Basis difference on inventory
|
$
|
10,933
|
|
|
$
|
11,232
|
|
Reserves not currently deductible
|
23,757
|
|
|
17,652
|
|
||
Basis difference on intangible assets
|
(145,558
|
)
|
|
(145,673
|
)
|
||
Basis difference on property and equipment
|
(20,137
|
)
|
|
(25,933
|
)
|
||
Other comprehensive income
|
(768
|
)
|
|
(4,623
|
)
|
||
Net operating loss and tax credit carryforwards
|
22,197
|
|
|
25,340
|
|
||
Stock based compensation
|
3,996
|
|
|
4,632
|
|
||
Other
|
(616
|
)
|
|
1,176
|
|
||
Valuation allowances
|
(14,850
|
)
|
|
(15,310
|
)
|
||
Noncurrent deferred tax liabilities, net
|
(121,046
|
)
|
|
(131,507
|
)
|
||
|
|
|
|
||||
Total net deferred tax liabilities
|
$
|
(121,046
|
)
|
|
$
|
(131,507
|
)
|
(1)
|
The June 30, 2017 balance sheet includes
$429
of non-current deferred tax assets in Other Assets.
|
|
Fiscal Year Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
15,310
|
|
|
$
|
10,926
|
|
Additions charged to income tax expense
|
1,862
|
|
|
7,484
|
|
||
Reductions credited to income tax expense
|
(1,922
|
)
|
|
(2,417
|
)
|
||
Currency translation adjustments
|
(400
|
)
|
|
(683
|
)
|
||
Balance at end of year
|
$
|
14,850
|
|
|
$
|
15,310
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Balance at beginning of year
|
$
|
16,019
|
|
|
$
|
10,759
|
|
|
$
|
11,058
|
|
Additions based on tax positions related to the current year
|
217
|
|
|
4,276
|
|
|
1,089
|
|
|||
Additions based on tax positions related to prior years
|
—
|
|
|
1,404
|
|
|
202
|
|
|||
Reductions due to lapse in statute of limitations and settlements
|
(4,634
|
)
|
|
(420
|
)
|
|
(1,590
|
)
|
|||
Balance at end of year
|
$
|
11,602
|
|
|
$
|
16,019
|
|
|
$
|
10,759
|
|
|
Fiscal Year Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Other comprehensive loss before reclassifications
(1)
|
$
|
(22,951
|
)
|
|
$
|
(129,874
|
)
|
Deferred gains/(losses) on cash flow hedging instruments:
|
|
|
|
||||
Other comprehensive income before reclassifications
|
196
|
|
|
4,666
|
|
||
Amounts reclassified into income
(2)
|
(575
|
)
|
|
(5,193
|
)
|
||
Unrealized gain on available for sale investment:
|
|
|
|
||||
Other comprehensive loss before reclassifications
|
(51
|
)
|
|
(79
|
)
|
||
Amounts reclassified into income
(3)
|
13
|
|
|
—
|
|
||
Net change in accumulated other comprehensive loss
|
$
|
(23,368
|
)
|
|
$
|
(130,480
|
)
|
(1)
|
Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature of
$18,385
and
$107,221
for the fiscal years ended
June 30, 2017
and
2016
,
respectively.
|
(2)
|
Amounts reclassified into income for deferred gains on cash flow hedging instruments are recorded in “Cost of sales” in the Consolidated Statements of Income and, before taxes, were
$1,233
and
$6,788
for the fiscal years ended
June 30, 2017
and
2016
, respectively.
|
(3)
|
Amounts reclassified into income for gains on sale of available for sale investments were based on the average cost of the shares held (See Note 13, Investments and Joint Ventures). Such amounts are recorded in “Other (income)/expense, net” in the Consolidated Statements of Income and was
$21
before taxes for the fiscal year ended
June 30, 2017
. There were
no
amounts reclassified into income for the fiscal year ended June 30,
2016
.
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Compensation cost (included in selling, general and administrative expense)
|
$
|
9,658
|
|
|
$
|
12,688
|
|
|
$
|
12,197
|
|
Related income tax benefit
|
$
|
3,622
|
|
|
$
|
4,758
|
|
|
$
|
4,695
|
|
|
2017
|
|
Weighted
Average
Exercise
Price
|
|
2016
|
|
Weighted
Average
Exercise
Price
|
|
2015
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding at beginning of year
|
342
|
|
|
$
|
6.66
|
|
|
1,249
|
|
|
$
|
6.12
|
|
|
2,674
|
|
|
$
|
9.83
|
|
Exercised
|
(220
|
)
|
|
$
|
9.10
|
|
|
(907
|
)
|
|
$
|
5.91
|
|
|
(1,425
|
)
|
|
$
|
13.08
|
|
Outstanding at end of year
|
122
|
|
|
$
|
2.26
|
|
|
342
|
|
|
$
|
6.66
|
|
|
1,249
|
|
|
$
|
6.12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Options exercisable at end of year
|
122
|
|
|
$
|
2.26
|
|
|
342
|
|
|
$
|
6.66
|
|
|
1,249
|
|
|
$
|
6.12
|
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Intrinsic value of options exercised
|
$
|
6,507
|
|
|
$
|
27,147
|
|
|
$
|
62,213
|
|
Cash received from stock option exercises
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,643
|
|
Tax benefit recognized from stock option exercises
|
$
|
2,538
|
|
|
$
|
10,587
|
|
|
$
|
24,213
|
|
|
2017
|
|
Weighted
Average
Grant
Date Fair
Value
(per share)
|
|
2016
|
|
Weighted
Average
Grant
Date Fair
Value
(per share)
|
|
2015
|
|
Weighted
Average
Grant
Date Fair
Value
(per share)
|
|||
Non-vested restricted stock and restricted share units - beginning of year
|
1,121
|
|
|
$28.24
|
|
1,145
|
|
|
$32.30
|
|
1,259
|
|
|
$25.44
|
Granted
|
195
|
|
|
$33.68
|
|
416
|
|
|
$24.54
|
|
311
|
|
|
$54.11
|
Vested
|
(290
|
)
|
|
$33.89
|
|
(408
|
)
|
|
$35.13
|
|
(402
|
)
|
|
$26.86
|
Forfeited
|
(34
|
)
|
|
$29.88
|
|
(32
|
)
|
|
$45.83
|
|
(23
|
)
|
|
$40.65
|
Non-vested restricted stock and restricted share units - end of year
|
992
|
|
|
$27.59
|
|
1,121
|
|
|
$28.24
|
|
1,145
|
|
|
$32.30
|
|
Fiscal Year Ended June 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Fair value of restricted stock and restricted share units granted
|
$
|
6,567
|
|
|
$
|
10,203
|
|
|
$
|
16,462
|
|
Fair value of shares vested
|
$
|
9,866
|
|
|
$
|
18,917
|
|
|
$
|
21,481
|
|
Tax benefit recognized from restricted shares vesting
|
$
|
3,768
|
|
|
$
|
7,139
|
|
|
$
|
8,364
|
|
•
|
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
|
•
|
Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
|
•
|
Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
|
|
Total
|
|
Quoted
prices in
active
markets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
21,800
|
|
|
$
|
21,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
99
|
|
|
—
|
|
|
99
|
|
|
—
|
|
||||
Available for sale securities
|
882
|
|
|
882
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
22,781
|
|
|
$
|
22,682
|
|
|
$
|
99
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
—
|
|
Contingent consideration, noncurrent
|
2,656
|
|
|
—
|
|
|
—
|
|
|
2,656
|
|
||||
Total
|
$
|
2,709
|
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
2,656
|
|
|
Total
|
|
Quoted
prices in
active
markets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
20,706
|
|
|
$
|
20,706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
531
|
|
|
—
|
|
|
531
|
|
|
—
|
|
||||
Available for sale securities
|
1,067
|
|
|
1,067
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
22,304
|
|
|
$
|
21,773
|
|
|
$
|
531
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration, current
|
3,553
|
|
|
—
|
|
|
—
|
|
|
3,553
|
|
||||
Total
|
$
|
3,553
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,553
|
|
|
Fiscal Year ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Balance at beginning of year
|
$
|
3,553
|
|
|
$
|
1,636
|
|
Fair value of initial contingent consideration
|
2,652
|
|
|
2,225
|
|
||
Contingent consideration adjustments
|
526
|
|
|
1,511
|
|
||
Contingent consideration paid
|
(3,969
|
)
|
|
(1,547
|
)
|
||
Translation adjustment
|
(106
|
)
|
|
(272
|
)
|
||
Balance at end of year
|
$
|
2,656
|
|
|
$
|
3,553
|
|
Fiscal Year
|
|
||
2018
|
$
|
18,771
|
|
2019
|
14,831
|
|
|
2020
|
12,615
|
|
|
2021
|
9,401
|
|
|
2022
|
8,516
|
|
|
Thereafter
|
37,702
|
|
|
|
$
|
101,836
|
|
|
|
Fiscal Years ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Net Sales:
(1)
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
1,191,262
|
|
|
$
|
1,249,123
|
|
|
$
|
1,253,156
|
|
United Kingdom
|
|
768,301
|
|
|
774,877
|
|
|
722,830
|
|
|||
Hain Pure Protein
|
|
509,606
|
|
|
492,510
|
|
|
337,197
|
|
|||
Rest of World
|
|
383,942
|
|
|
368,864
|
|
|
296,430
|
|
|||
|
|
$
|
2,853,111
|
|
|
$
|
2,885,374
|
|
|
$
|
2,609,613
|
|
|
|
|
|
|
|
|
||||||
Operating Income:
|
|
|
|
|
|
|
||||||
United States
|
|
$
|
157,506
|
|
|
$
|
203,481
|
|
|
$
|
180,937
|
|
United Kingdom
|
|
39,749
|
|
|
56,000
|
|
|
44,985
|
|
|||
Hain Pure Protein
|
|
1,382
|
|
|
31,558
|
|
|
28,685
|
|
|||
Rest of World
|
|
32,010
|
|
|
27,898
|
|
|
22,327
|
|
|||
|
|
230,647
|
|
|
318,937
|
|
|
276,934
|
|
|||
Corporate and Other
(2)
|
|
(119,842
|
)
|
|
(168,577
|
)
|
|
(43,072
|
)
|
|||
|
|
$
|
110,805
|
|
|
$
|
150,360
|
|
|
$
|
233,862
|
|
(1)
|
One of our customers accounted for approximately
10%
of our consolidated net sales for the fiscal years ended
June 30, 2017
,
2016
and
2015
, respectively, which were primarily related to the United States and United Kingdom segments. A second customer accounted for approximately,
9%
,
10%
and
11%
of our consolidated net sales for the fiscal years ended
June 30, 2017
,
2016
and
2015
, respectively, which were primarily related to the United States segment.
|
(2)
|
Corporate and Other includes
$10,388
,
$12,065
and
$7,244
of acquisition related expenses, restructuring and integration charges for the fiscal years ended
June 30, 2017
,
2016
and
2015
, respectively. Corporate and Other also includes an impairment charge of
$14,079
(
$7,579
related to the United Kingdom segment and
$6,500
related to the United States segment) related to certain of the Company’s tradenames, a
$26,373
impairment charge primarily related to long-lived assets associated with the exit of certain portions of our own-label chilled desserts business in the United Kingdom segment and
$29,562
of accounting review costs for the fiscal year ended
June 30, 2017
. Additionally, Corporate and Other includes goodwill impairment charges of
$84,548
for the fiscal year ended
June 30, 2016
related to the United Kingdom segment, an impairment charge of
$39,724
(
$20,932
related to the United Kingdom segment and
$18,792
related to the United States segment) related to certain of the Company’s tradenames and a
$3,476
impairment charge related to long-lived assets associated with the
divestiture of certain portions of our own-label juice business in the United Kingdom. Lastly, Corporate and Other includes a long-lived asset impairment charge of
$1,004
related to leasehold improvements due to the relocation of our New York based BluePrint manufacturing facility for the fiscal year ended June 30,
2015
.
|
|
|
Fiscal Year ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Grocery
|
|
$
|
1,743,860
|
|
|
$
|
1,800,640
|
|
|
$
|
1,724,675
|
|
Poultry/Protein
|
|
509,606
|
|
|
492,510
|
|
|
337,197
|
|
|||
Snacks
|
|
312,784
|
|
|
307,797
|
|
|
291,719
|
|
|||
Personal Care
|
|
176,408
|
|
|
171,669
|
|
|
135,627
|
|
|||
Tea
|
|
110,453
|
|
|
112,758
|
|
|
120,395
|
|
|||
Total
|
|
$
|
2,853,111
|
|
|
$
|
2,885,374
|
|
|
$
|
2,609,613
|
|
|
|
Fiscal Year ended June 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
|
$
|
1,677,294
|
|
|
$
|
1,729,751
|
|
|
$
|
1,582,553
|
|
United Kingdom
|
|
851,757
|
|
|
859,183
|
|
|
803,470
|
|
|||
All Other
|
|
324,060
|
|
|
296,440
|
|
|
223,590
|
|
|||
Total
|
|
$
|
2,853,111
|
|
|
$
|
2,885,374
|
|
|
$
|
2,609,613
|
|
|
Three Months Ended
|
||||||||||||||
|
June 30,
2017
|
|
March 31, 2017
|
|
December 31, 2016
|
|
September 30, 2016
|
||||||||
Net sales
|
$
|
725,085
|
|
|
$
|
706,563
|
|
|
$
|
739,999
|
|
|
$
|
681,464
|
|
Gross profit
|
$
|
149,719
|
|
|
$
|
143,393
|
|
|
$
|
138,393
|
|
|
$
|
109,867
|
|
Operating income
|
$
|
8,587
|
|
|
$
|
47,067
|
|
|
$
|
41,400
|
|
|
$
|
13,751
|
|
Income before income taxes and equity in earnings of equity-method investees
|
$
|
2,749
|
|
|
$
|
39,556
|
|
|
$
|
37,656
|
|
|
$
|
9,182
|
|
Net income
|
$
|
313
|
|
|
$
|
31,328
|
|
|
$
|
27,185
|
|
|
$
|
8,604
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.08
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.08
|
|
|
Three Months Ended
|
||||||||||||||
|
June 30,
2016
|
|
March 31, 2016
|
|
December 31, 2015
|
|
September 30, 2015
|
||||||||
Net sales
|
$
|
737,547
|
|
|
$
|
736,663
|
|
|
$
|
743,437
|
|
|
$
|
667,727
|
|
Gross profit
|
$
|
150,081
|
|
|
$
|
159,908
|
|
|
$
|
166,261
|
|
|
$
|
137,881
|
|
Operating income (loss)
|
$
|
(65,138
|
)
|
|
$
|
71,148
|
|
|
$
|
90,078
|
|
|
$
|
54,272
|
|
Income/(loss) before income taxes and equity in earnings of equity-method investees
|
$
|
(77,572
|
)
|
|
$
|
72,863
|
|
|
$
|
80,713
|
|
|
$
|
42,404
|
|
Net income (loss)
|
$
|
(88,597
|
)
|
|
$
|
48,788
|
|
|
$
|
58,080
|
|
|
$
|
29,158
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.86
|
)
|
|
$
|
0.47
|
|
|
$
|
0.56
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
(0.86
|
)
|
|
$
|
0.47
|
|
|
$
|
0.56
|
|
|
$
|
0.28
|
|
•
|
Ineffective Control Environment -
The Company’s control environment did not sufficiently promote effective internal control over financial reporting, which contributed to the other material weaknesses described below. Principal contributing factors included: (i) an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (ii) an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP commensurate with our financial reporting requirements; (iii) in certain instances, insufficient documentation or basis to support accounting estimates; and (iv) insufficient design and operating effectiveness of management review controls including the appropriate level of precision required to mitigate the potential for a material misstatement within key subjective analyses supporting significant financial statement accounts.
|
•
|
Ineffective Information Technology General Controls and IT Dependent Controls -
The Company’s information technology general controls over certain key IT systems were not designed and did not operate effectively. Specifically: (i) user access controls did not restrict users’ access privileges commensurate with their assigned authority and responsibility; (ii) program change controls did not ensure that modifications to reports were appropriately tested before being released into the production environment; and (iii) end-user computing controls over certain reports and spreadsheets were not adequately designed and did not operate effectively. As a result of these deficiencies, the related process-level IT dependent manual and automated application controls for certain key IT systems were also ineffective. In addition, the Company did not have effective controls over the existence, completeness, and accuracy of data used to support accounts related to revenue, trade and promotional allowances and accruals, accounts receivable, inventory and cost of sales, selling general and administrative expense, goodwill and intangibles, others assets, accounts payable and accruals, income taxes and other accounts included within the financial statement close process, as well as financial reporting and disclosures.
|
•
|
Revenue Recognition -
As previously disclosed, management had previously identified that the Company’s internal controls to identify, accumulate and assess the accounting impact of certain concessions or side agreements on whether the Company’s revenue recognition criteria had been met were not adequately designed and did not operate effectively. In response, the Company has designed a suite of controls to address the risk that side agreements, including concessions, exist but are not appropriately evaluated from an accounting standpoint. The Company concluded, however, that it had an insufficient period of time to evaluate the effectiveness of these controls and that they were, in part, impacted by the ineffective controls around IT systems discussed above.
|
•
|
Organizational Enhancements - The Company has identified and implemented several organizational enhancements as follows: (i) the creation of a new position, Global Revenue Controller, which has been filled and is responsible for all aspects of the Company's revenue recognition policies, procedures and the proper application of accounting to the Company’s sales arrangements; (ii) the identification and hiring of a new Controller for the Company’s United States segment, which has been filled, who is responsible for all accounting functions in the United States segment; (iii) the establishment of an internal audit function that reports directly to the Audit Committee; (iv) the identification and hiring of a new Chief Compliance Officer (which has been filled), who is focused on establishing standards and implementing procedures to ensure that the compliance programs throughout the Company are effective and efficient in identifying,
|
•
|
Information Technology General Controls and IT Dependent Controls -The Company has identified and begun to implement several enhancements including (i) the identification and hiring of a new Chief Information Officer, which has been filled; (ii) the centralization of the management of certain key IT systems under the corporate IT organization to provide consistent user access and change management controls; (iii) the establishment of a more comprehensive review and approval process for authorizing and monitoring user access to key systems; and (iv) the evaluation of the design and implementation of the process-level controls over the, existence, completeness, and accuracy of data included in various reports and spreadsheets that support the financial statements.
|
•
|
Revenue Practices - The Company has evaluated its revenue practices and has implemented improvements in those practices, including: (i) the development of more comprehensive revenue recognition policies and improved procedures to ensure that such policies are understood and consistently applied; (ii) better communication among all functions involved in the sales process (e.g., sales, legal, accounting, finance); (iii) increased standardization of contract documentation and revenue analyses for individual transactions; and (iv) the development of a more comprehensive review process and monitoring controls over contracts with customers, customer payments and incentives, including corporate review of related accruals and presentation of trade promotions and incentives.
|
•
|
Training Practices - The Company has developed a comprehensive revenue recognition and contract review training program. This training is focused on senior-level management and customer-facing employees as well as finance, sales and marketing personnel.
|
•
|
Judgments in decision-making can be faulty, and control and process breakdowns can occur because of simple errors or mistakes.
|
•
|
Controls can be circumvented by individuals, acting alone or in collusion with each other, or by management override.
|
•
|
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
|
•
|
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
|
•
|
Ineffective Control Environment -
The Company’s control environment did not sufficiently promote effective internal control over financial reporting, which contributed to the other material weaknesses described below. Principal contributing factors included: (i) an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (ii) an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP commensurate with our financial reporting requirements; (iii) in certain instances, insufficient documentation or basis to support accounting estimates; and (iv) insufficient design and operating effectiveness of management review controls including the appropriate level of precision required to mitigate the potential for a material misstatement within key subjective analyses supporting significant financial statement accounts.
|
•
|
Ineffective Information Technology General Controls and IT Dependent Controls -
The Company’s information technology general controls over certain key IT systems were not designed and did not operate effectively. Specifically: (i) user access controls did not restrict users’ access privileges commensurate with their assigned authority and responsibility; (ii) program change controls did not ensure that modifications to reports were appropriately tested before
|
•
|
Revenue Recognition -
As previously disclosed, management had previously identified that the Company’s internal controls to identify, accumulate and assess the accounting impact of certain concessions or side agreements on whether the Company’s revenue recognition criteria had been met were not adequately designed and did not operate effectively. In response, the Company has designed a suite of controls to address the risk that side agreements, including concessions, exist but are not appropriately evaluated from an accounting standpoint. The Company concluded, however, that it had an insufficient period of time to evaluate the effectiveness of these controls and that they were, in part, impacted by the ineffective controls around IT systems discussed above.
|
(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:
|
(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.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
|
|
Balance at
beginning of
period
|
|
Charged to
costs and
expenses
|
|
Charged to
other accounts -
describe
(i)
|
|
Deductions - describe
(ii)
|
|
Balance at
end of
period
|
||||||||||
Fiscal Year Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
936
|
|
|
$
|
1,077
|
|
|
$
|
149
|
|
|
$
|
(715
|
)
|
|
$
|
1,447
|
|
Valuation allowance for deferred tax assets
|
|
$
|
15,310
|
|
|
$
|
1,862
|
|
|
$
|
—
|
|
|
$
|
(2,322
|
)
|
|
$
|
14,850
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
896
|
|
|
$
|
208
|
|
|
$
|
54
|
|
|
$
|
(222
|
)
|
|
$
|
936
|
|
Valuation allowance for deferred tax assets
|
|
$
|
10,926
|
|
|
$
|
7,484
|
|
|
$
|
—
|
|
|
$
|
(3,100
|
)
|
|
$
|
15,310
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year Ended June 30, 2015:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
1,586
|
|
|
$
|
791
|
|
|
$
|
20
|
|
|
$
|
(1,501
|
)
|
|
$
|
896
|
|
Valuation allowance for deferred tax assets
|
|
$
|
10,952
|
|
|
$
|
963
|
|
|
$
|
—
|
|
|
$
|
(989
|
)
|
|
$
|
10,926
|
|
(i)
|
Represents the allowance for doubtful accounts of the business acquired during the fiscal year
|
(ii)
|
Amounts written off and changes in exchange rates
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
|
Date:
|
September 13, 2017
|
/s/ Irwin D. Simon
|
|
|
Irwin D. Simon,
Chairman, President and Chief
Executive Officer
|
Date:
|
September 13, 2017
|
/s/ James Langrock
|
|
|
James Langrock,
Executive Vice President and
Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Irwin D. Simon
|
|
President, Chief Executive Officer and
Chairman of the Board of Directors
|
|
September 13, 2017
|
Irwin D. Simon
|
|
|
|
|
|
|
|
|
|
/s/ James Langrock
|
|
Executive Vice President and
Chief Financial Officer
|
|
September 13, 2017
|
James Langrock
|
|
|
|
|
|
|
|
|
|
/s/ Michael McGuinness
|
|
Senior Vice President and
Chief Accounting Officer
|
|
September 13, 2017
|
Michael McGuinness
|
|
|
|
|
|
|
|
|
|
/s/ Richard C. Berke
|
|
Director
|
|
September 13, 2017
|
Richard C. Berke
|
|
|
|
|
|
|
|
|
|
/s/ Andrew R. Heyer
|
|
Director
|
|
September 13, 2017
|
Andrew R. Heyer
|
|
|
|
|
|
|
|
|
|
/s/ Raymond W. Kelly
|
|
Director
|
|
September 13, 2017
|
Raymond W. Kelly
|
|
|
|
|
|
|
|
|
|
/s/ Roger Meltzer
|
|
Director
|
|
September 13, 2017
|
Roger Meltzer
|
|
|
|
|
|
|
|
|
|
/s/ Scott M. O’Neil
|
|
Director
|
|
September 13, 2017
|
Scott M. O’Neil
|
|
|
|
|
|
|
|
|
|
/s/ Adrianne Shapira
|
|
Director
|
|
September 13, 2017
|
Adrianne Shapira
|
|
|
|
|
|
|
|
|
|
/s/ Lawrence S. Zilavy
|
|
Director
|
|
September 13, 2017
|
Lawrence S. Zilavy
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
|
a.
|
Six Month Delay for Specified Employees
. If any payment, compensation or other benefit provided to you in connection with your employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A (after giving effect to the exemptions in Treasury Regulations Sections 1.409A-1(b)(3) through (b)(12)) of the Internal Revenue Code of 986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof (“Section 409A”) and you are a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid until a date that is within the 15-day period after the end of the six-month period beginning on the date of your separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this letter agreement.
|
b.
|
Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to you that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and you agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof). The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this letter. The Company shall not be liable to you for any payment made under this letter that is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this letter as an amount includible in gross income under Section 409A of the Code.
|
c.
|
Termination as Separation from Service
. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this letter agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service.
|
d.
|
Payments for Reimbursements and In-Kind Benefits
. All reimbursements for costs and expenses under this letter agreement shall be paid in no event later than the end of the calendar year following the calendar year in which you incur such expense, and shall be subject to applicable Company reimbursement policies. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.
|
e.
|
Installments as Separate Payment
. If under this letter agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.
|
Accepted:
|
/s/ Gary Tickle
|
|
Gary Tickle
|
|
|
|
|
|
|
|
|
Date:
|
June 21, 2017
|
a.
|
Six Month Delay for Specified Employees
. If any payment, compensation or other benefit provided to you in connection with your employment termination is determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A (after giving effect to the exemptions in Treasury Regulations Sections 1.409A-1(b)(3) through (b)(12)) of the Internal Revenue Code of 986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof (“Section 409A”) and you are a specified employee as defined in Section 409A(2)(B)(i), no part of such payments shall be paid until a date that is within the 15-day period after the end of the six-month period beginning on the date of your separation from service or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death (the “New Payment Date”). The aggregate of any payments that otherwise would have been paid to you during the period between the date of termination and the New Payment Date shall be paid to you in a lump sum on such New Payment Date. Thereafter, any payments that remain outstanding as of the day immediately following the New Payment Date shall be paid without delay over the time period originally scheduled, in accordance with the terms of this letter agreement.
|
b.
|
Anything to the contrary herein notwithstanding, all benefits or payments provided by the Company to you that would be deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with Section 409A. If, however, any such benefit or payment is deemed to not comply with Section 409A, the Company and you agree to renegotiate in good faith any such benefit or payment (including, without limitation, as to the timing of any severance payments payable hereof). The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this letter. The Company shall not be liable to you for any payment made under this letter that is determined to result in an additional tax, penalty, or
|
c.
|
Termination as Separation from Service
. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits subject to Section 409A upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A, and for purposes of any such provision of this letter agreement, references to a “resignation,” “termination,” “terminate,” “termination of employment” or like terms shall mean separation from service.
|
d.
|
Payments for Reimbursements and In-Kind Benefits
. All reimbursements for costs and expenses under this letter agreement shall be paid in no event later than the end of the calendar year following the calendar year in which you incur such expense, and shall be subject to applicable Company reimbursement policies. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (ii) the amount of expenses eligible for reimbursements or in-kind benefits provided during any taxable year shall not affect the expenses eligible for reimbursement or in-kind benefits to be provided in any other taxable year.
|
e.
|
Installments as Separate Payment
. If under this letter agreement, an amount is paid in two or more installments, for purposes of Section 409A, each installment shall be treated as a separate payment.
|
Accepted:
|
/s/ James Langrock
|
|
James Langrock
|
|
|
|
|
|
|
|
|
Date:
|
September 7, 2017
|
1.
|
Termination of Employment
|
a.
|
any and all claims relating to or arising from Employee's employment with Hain, or the termination of that employment;
|
b.
|
any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of, shares of Company stock, including, but not limited to, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
|
c.
|
any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault;
qui tam
; whistleblower, battery; invasion of privacy; false imprisonment; and conversion;
|
d.
|
any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967; the Americans with Disabilities Act of 1990; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the Fair Credit Reporting Act
;
the New York State Executive Law (including its Human Rights Law); the New York City Administrative Code (including its Human Rights Law); the New York State Labor Law; the New York wage, wage payment, wage theft and wage-hour laws; the Sarbanes-Oxley Act.
|
a.
|
he/she should consult with an attorney prior to executing this Agreement;
|
b.
|
he/she has up to twenty-one (21) days within which to consider this Agreement;
|
c.
|
he/she has seven (7) days following his/her execution of this Agreement to revoke this Agreement;
|
d.
|
this Agreement shall not be effective until the revocation period has expired; and
|
e.
|
nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law. However, if the release of ADEA claims or any other claim is set aside or limited, all monies paid hereunder shall be set-off against any relief or recovery.
|
16.
|
No Consideration Absent Execution of this Agreement
|
17.
|
Entire Agreement and Severability
|
22.
|
Capability to Waive Claims
|
23.
|
Medicare Beneficiary Status
|
By:
|
/s/ Pasquale Conte
|
|
|
By:
|
/s/ Mia G. DiBella
|
|
Pasquale Conte
|
|
|
|
Mia G. DiBella
|
|
|
|
|
|
Senior Vice President,
|
|
|
|
|
|
Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
June 19, 2017
|
|
|
Date:
|
June 19, 2017
|
Subsidiary
|
|
Jurisdiction of Incorporation
|
Acirca, Inc.
|
|
Delaware
|
AMI Operating, Inc.
|
|
Texas
|
Arrowhead Mills, Inc.
|
|
Delaware
|
Avalon Holding Corporation
|
|
Delaware
|
Avalon Natural Products, Inc.
|
|
California
|
Brand Associates Limited
|
|
Isle of Man
|
Celestial Seasonings, Inc.
|
|
Delaware
|
Charter Baking Company, Inc.
|
|
Delaware
|
Cresset Limited
|
|
Ireland
|
Cully & Sully Limited
|
|
Ireland
|
Daily Bread Ltd.
|
|
United Kingdom
|
Dana Alexander, Inc.
|
|
New York
|
Daniels Chilled Foods Limited
|
|
United Kingdom
|
Daniels Group Limited
|
|
United Kingdom
|
Danival SAS
|
|
France
|
De Boles Nutritional Foods, Inc.
|
|
New York
|
EK Holdings, Inc.
|
|
Delaware
|
Ella’s Kitchen (Brands) Limited
|
|
United Kingdom
|
Ella’s Kitchen Group Limited
|
|
United Kingdom
|
Ella’s Kitchen Inc.
|
|
Delaware
|
Ella’s Kitchen (International) Limited
|
|
United Kingdom
|
Ella’s Kitchen (IP) Limited
|
|
United Kingdom
|
Empire Kosher Poultry, Inc.
|
|
Delaware
|
Empire Kosher Restaurant Franchise Systems, Inc.
|
|
New York
|
ENV Lebensmittel GMBH
|
|
Germany
|
Epicurean Farms, LLC
|
|
Delaware
|
Farmhouse Fare Limited
|
|
United Kingdom
|
Formatio Beratungs- und Beteiligungs GmbH
|
|
Austria
|
GG UniqueFiber AS
|
|
Norway
|
General Therapeutics, Inc.
|
|
Delaware
|
Hain BluePrint, Inc.
|
|
Delaware
|
Hain-Celestial Canada, ULC
|
|
Nova Scotia
|
Hain Celestial Europe B.V.
|
|
Netherlands
|
Hain Celestial C&S Limited
|
|
United Kingdom
|
Hain Celestial Ireland Limited
|
|
Ireland
|
Hain Celestial UK Limited
|
|
United Kingdom
|
Hain Europe NV
|
|
Belgium
|
Hain Frozen Foods UK Limited
|
|
United Kingdom
|
Hain Gourmet, Inc.
|
|
Delaware
|
Hain Pure Food Co., Inc.
|
|
California
|
Hain Pure Protein Corporation
|
|
Delaware
|
Hain Refrigerated Foods Inc.
|
|
Delaware
|
Hain Yves, Inc.
|
|
Delaware
|
HC Holding BVBA
|
|
Belgium
|
Health Valley Company
|
|
Delaware
|
Histon Sweet Spreads Limited
|
|
United Kingdom
|
HPPC I, LLC
|
|
Delaware
|
HPPC II, LLC
|
|
Delaware
|
HPPC Transportation, LLC
|
|
Delaware
|
I Am Fresh Limited
|
|
United Kingdom
|
Jason Natural Products, Inc.
|
|
California
|
Johnson’s Fresh Products Limited
|
|
United Kingdom
|
Johnson’s Freshly Squeezed Juice Limited
|
|
United Kingdom
|
Lima NV
|
|
Belgium
|
Little Bear Organic Foods, Inc.
|
|
California
|
Malchus, LLC
|
|
Pennsylvania
|
Mattern’s Hatchery, Inc.
|
|
Pennsylvania
|
Mona Naturprodukte GmbH
|
|
Austria
|
Mona Oberwart Produktions GmbH
|
|
Austria
|
Mona Sojaland GmbH
|
|
Germany
|
Natumi AG
|
|
Germany
|
Natural Nutrition Group, Inc.
|
|
Delaware
|
New Oxford Foods, LLC
|
|
Delaware
|
New Covent Garden Soup Company Limited
|
|
United Kingdom
|
nSpired Natural Foods, Inc
|
|
Delaware
|
Orchard House Foods Limited
|
|
United Kingdom
|
Plainville Farms, LLC
|
|
Delaware
|
Queen Personal Care, Inc.
|
|
Delaware
|
Rudi’s Organic Bakery, Inc.
|
|
Delaware
|
S Daniels Limited
|
|
United Kingdom
|
Sonmundo, Inc.d/b/a The Better Bean Company
|
|
Oregon
|
Spectrum Organic Products, LLC
|
|
California
|
Sun-Ripe Limited
|
|
United Kingdom
|
Swissco Manufacturing Limited
|
|
Ireland
|
TenderCare International, Inc.
|
|
Colorado
|
Terra Chips, B.V.
|
|
Netherlands
|
The Hain Daniels Group Limited
|
|
United Kingdom
|
The New Covent Garden Food Company Limited
|
|
United Kingdom
|
Tilda DMCC Limited
|
|
Dubai
|
Tilda Hain India Private Limited
|
|
India
|
Tilda Limited
|
|
United Kingdom
|
Tilda Marketing Inc.
|
|
Delaware
|
Tilda Rice Limited
|
|
United Kingdom
|
Westbrae Natural Foods, Inc.
|
|
California
|
Westbrae Natural, Inc.
|
|
Delaware
|
The Yorkshire Provender Ltd.
|
|
United Kingdom
|
Yves Fine Foods Inc.
|
|
Nevada
|
Zia Cosmetics, Inc.
|
|
California
|
1.
|
Registration Statement Number 333-204460 on Form S-8
|
2.
|
Registration Statement Number 333-196043 on Form S-8
|
3.
|
Registration Statement Number 333-188542 on Form S-8
|
4.
|
Registration Statement Number 333-180189 on Form S-8
|
5.
|
Registration Statement Number 333-172734 on Form S-8
|
6.
|
Registration Statement Number 333-166773 on Form S-8
|
7.
|
Registration Statement Number 333-158357 on Form S-8
|
8.
|
Registration Statement Number 333-140180 on Form S-8
|
9.
|
Registration Statement Number 333-33828 on Form S-8
|
1.
|
I have reviewed this annual report on Form 10-K of The Hain Celestial Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Irwin D. Simon
|
Irwin D. Simon
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of The Hain Celestial Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ James Langrock
|
James Langrock
Executive Vice President and Chief Financial Officer
|
1.
|
The Annual Report on Form 10-K of the Company for the annual period ended
June 30, 2017
(the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Irwin D. Simon
|
Irwin D. Simon
President and Chief Executive Officer
|
1.
|
The Annual Report on Form 10-K of the Company for the annual period ended
June 30, 2017
(the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ James Langrock
|
James Langrock
Executive Vice President and Chief Financial Officer
|