ý
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
|
|
|
|
Delaware
|
|
22-3240619
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
1111 Marcus Avenue
Lake Success, New York
|
|
11042
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
|
ý
|
|
Accelerated filer
|
¨
|
|
|
|
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
|
Emerging growth company
|
¨
|
|
Part I - Financial Information
|
Page
|
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
Part II - Other Information
|
|
|
|
|
Items 3, 4 and 5 are not applicable
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
|
|
|
||
|
|
December 31,
|
|
June 30,
|
||||
|
2018
|
|
2018
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
38,158
|
|
|
$
|
106,557
|
|
Restricted cash
|
34,304
|
|
|
—
|
|
||
Accounts receivable, less allowance for doubtful accounts of $498 and $1,828, respectively
|
240,520
|
|
|
252,708
|
|
||
Inventories
|
402,724
|
|
|
391,525
|
|
||
Prepaid expenses and other current assets
|
56,393
|
|
|
59,946
|
|
||
Current assets of discontinued operations
|
179,327
|
|
|
240,851
|
|
||
Total current assets
|
951,426
|
|
|
1,051,587
|
|
||
Property, plant and equipment, net
|
320,036
|
|
|
310,172
|
|
||
Goodwill
|
1,008,787
|
|
|
1,024,136
|
|
||
Trademarks and other intangible assets, net
|
473,534
|
|
|
510,387
|
|
||
Investments and joint ventures
|
19,318
|
|
|
20,725
|
|
||
Other assets
|
30,390
|
|
|
29,667
|
|
||
Total assets
|
$
|
2,803,491
|
|
|
$
|
2,946,674
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
209,869
|
|
|
$
|
229,993
|
|
Accrued expenses and other current liabilities
|
159,588
|
|
|
116,001
|
|
||
Current portion of long-term debt
|
35,566
|
|
|
26,605
|
|
||
Current liabilities of discontinued operations
|
34,306
|
|
|
49,846
|
|
||
Total current liabilities
|
439,329
|
|
|
422,445
|
|
||
Long-term debt, less current portion
|
692,128
|
|
|
687,501
|
|
||
Deferred income taxes
|
65,245
|
|
|
86,909
|
|
||
Other noncurrent liabilities
|
15,846
|
|
|
12,770
|
|
||
Total liabilities
|
1,212,548
|
|
|
1,209,625
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
||||
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: 108,691 and 108,422 shares, respectively; outstanding: 104,107 and 103,952 shares, respectively
|
1,087
|
|
|
1,084
|
|
||
Additional paid-in capital
|
1,150,239
|
|
|
1,148,196
|
|
||
Retained earnings
|
774,405
|
|
|
878,516
|
|
||
Accumulated other comprehensive loss
|
(225,359
|
)
|
|
(184,240
|
)
|
||
|
1,700,372
|
|
|
1,843,556
|
|
||
Less: Treasury stock, at cost, 4,584 and 4,470 shares, respectively
|
(109,429
|
)
|
|
(106,507
|
)
|
||
Total stockholders’ equity
|
1,590,943
|
|
|
1,737,049
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,803,491
|
|
|
$
|
2,946,674
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales
|
$
|
584,156
|
|
|
$
|
616,232
|
|
|
$
|
1,144,989
|
|
|
$
|
1,205,451
|
|
Cost of sales
|
469,883
|
|
|
482,282
|
|
|
931,122
|
|
|
948,113
|
|
||||
Gross profit
|
114,273
|
|
|
133,950
|
|
|
213,867
|
|
|
257,338
|
|
||||
Selling, general and administrative expenses
|
85,387
|
|
|
86,444
|
|
|
167,644
|
|
|
172,525
|
|
||||
Amortization of acquired intangibles
|
3,860
|
|
|
4,572
|
|
|
7,765
|
|
|
9,146
|
|
||||
Project Terra costs and other
|
9,872
|
|
|
4,069
|
|
|
20,205
|
|
|
8,919
|
|
||||
Chief Executive Officer Succession Plan expense, net
|
10,148
|
|
|
—
|
|
|
29,701
|
|
|
—
|
|
||||
Accounting review and remediation costs, net of insurance proceeds
|
920
|
|
|
4,451
|
|
|
4,334
|
|
|
3,093
|
|
||||
Long-lived asset and intangibles impairment
|
19,473
|
|
|
3,449
|
|
|
23,709
|
|
|
3,449
|
|
||||
Operating (loss) income
|
(15,387
|
)
|
|
30,965
|
|
|
(39,491
|
)
|
|
60,206
|
|
||||
Interest and other financing expense, net
|
8,817
|
|
|
6,479
|
|
|
16,522
|
|
|
12,761
|
|
||||
Other expense/(income), net
|
373
|
|
|
(760
|
)
|
|
973
|
|
|
(3,887
|
)
|
||||
(Loss) income from continuing operations before income taxes and equity in net loss (income) of equity-method investees
|
(24,577
|
)
|
|
25,246
|
|
|
(56,986
|
)
|
|
51,332
|
|
||||
Provision (benefit) for income taxes
|
4,690
|
|
|
(17,690
|
)
|
|
(4,793
|
)
|
|
(10,206
|
)
|
||||
Equity in net loss (income) of equity-method investees
|
11
|
|
|
(194
|
)
|
|
186
|
|
|
(205
|
)
|
||||
Net (loss) income from continuing operations
|
$
|
(29,278
|
)
|
|
$
|
43,130
|
|
|
$
|
(52,379
|
)
|
|
$
|
61,743
|
|
Net (loss) income from discontinued operations, net of tax
|
(37,223
|
)
|
|
3,973
|
|
|
(51,547
|
)
|
|
5,206
|
|
||||
Net (loss) income
|
$
|
(66,501
|
)
|
|
$
|
47,103
|
|
|
$
|
(103,926
|
)
|
|
$
|
66,949
|
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic net (loss) income per common share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
0.42
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.59
|
|
Basic net (loss) income per common share from discontinued operations
|
(0.36
|
)
|
|
0.04
|
|
|
(0.50
|
)
|
|
0.05
|
|
||||
Basic net (loss) income per common share
|
$
|
(0.64
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.00
|
)
|
|
$
|
0.65
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net (loss) income per common share from continuing operations
|
$
|
(0.28
|
)
|
|
$
|
0.41
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.59
|
|
Diluted net (loss) income per common share from discontinued operations
|
(0.36
|
)
|
|
0.04
|
|
|
(0.50
|
)
|
|
0.05
|
|
||||
Diluted net (loss) income per common share
|
$
|
(0.64
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.00
|
)
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in the calculation of net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
104,056
|
|
|
103,837
|
|
|
104,009
|
|
|
103,773
|
|
||||
Diluted
|
104,056
|
|
|
104,440
|
|
|
104,009
|
|
|
104,379
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net (loss) income
|
|
|
|
|
$
|
(66,501
|
)
|
|
|
|
|
|
$
|
47,103
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(27,948
|
)
|
|
$
|
—
|
|
|
(27,948
|
)
|
|
$
|
8,336
|
|
|
$
|
—
|
|
|
8,336
|
|
||
Change in deferred gains (losses) on cash flow hedging instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change in unrealized gain (loss) on equity investment
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
(3
|
)
|
|
5
|
|
||||||
Total other comprehensive (loss) income
|
$
|
(27,948
|
)
|
|
$
|
—
|
|
|
$
|
(27,948
|
)
|
|
$
|
8,344
|
|
|
$
|
(3
|
)
|
|
$
|
8,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive (loss) income
|
|
|
|
|
$
|
(94,449
|
)
|
|
|
|
|
|
$
|
55,444
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Six Months Ended
|
||||||||||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net (loss) income
|
|
|
|
|
$
|
(103,926
|
)
|
|
|
|
|
|
$
|
66,949
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments
|
$
|
(41,467
|
)
|
|
$
|
—
|
|
|
(41,467
|
)
|
|
$
|
42,197
|
|
|
$
|
—
|
|
|
42,197
|
|
||
Change in deferred (losses) gains on cash flow hedging instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
(82
|
)
|
|
15
|
|
|
(67
|
)
|
||||||
Change in unrealized loss on equity investment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Total other comprehensive (loss) income
|
$
|
(41,467
|
)
|
|
$
|
—
|
|
|
$
|
(41,467
|
)
|
|
$
|
42,113
|
|
|
$
|
15
|
|
|
$
|
42,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive (loss) income
|
|
|
|
|
$
|
(145,393
|
)
|
|
|
|
|
|
$
|
109,077
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Additional
|
|
|
|
|
|
|
|
Accumulated
Other
|
|
|
||||||||||||||||
|
|
|
Amount
|
|
Paid-in
|
|
Retained
|
|
Treasury Stock
|
|
Comprehensive
|
|
|
||||||||||||||||
|
Shares
|
|
at $.01
|
|
Capital
|
|
Earnings
|
|
Shares
|
|
Amount
|
|
(Loss) Income
|
|
Total
|
||||||||||||||
Balance at June 30, 2018
|
108,422
|
|
|
$
|
1,084
|
|
|
$
|
1,148,196
|
|
|
$
|
878,516
|
|
|
4,470
|
|
|
$
|
(106,507
|
)
|
|
$
|
(184,240
|
)
|
|
$
|
1,737,049
|
|
Net loss
|
|
|
|
|
|
|
(103,926
|
)
|
|
|
|
|
|
|
|
(103,926
|
)
|
||||||||||||
Cumulative effect of adoption of ASU 2016-01
|
|
|
|
|
|
|
|
|
|
(348
|
)
|
|
|
|
|
|
|
|
348
|
|
|
—
|
|
||||||
Cumulative effect of adoption of ASU 2014-09
|
|
|
|
|
|
|
163
|
|
|
|
|
|
|
|
|
|
|
163
|
|
||||||||||
Other comprehensiv
e loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(41,467
|
)
|
|
(41,467
|
)
|
||||||
Issuance of common stock pursuant to stock-based compensation plans
|
269
|
|
|
3
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
114
|
|
|
(2,922
|
)
|
|
|
|
|
(2,922
|
)
|
||||||
Stock-based compensation expense
|
|
|
|
|
2,046
|
|
|
|
|
|
|
|
|
|
|
2,046
|
|
||||||||||||
Balance at December 31, 2018
|
108,691
|
|
|
$
|
1,087
|
|
|
$
|
1,150,239
|
|
|
$
|
774,405
|
|
|
4,584
|
|
|
$
|
(109,429
|
)
|
|
$
|
(225,359
|
)
|
|
$
|
1,590,943
|
|
|
Six Months Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net (loss) income
|
$
|
(103,926
|
)
|
|
$
|
66,949
|
|
Net (loss) income from discontinued operations
|
(51,547
|
)
|
|
5,206
|
|
||
Net (loss) income from continuing operations
|
(52,379
|
)
|
|
61,743
|
|
||
|
|
|
|
||||
Adjustments to reconcile net (loss) income from continuing operations to net cash (used in) provided by operating activities from continuing operations:
|
|
|
|
||||
Depreciation and amortization
|
28,106
|
|
|
30,065
|
|
||
Deferred income taxes
|
(22,790
|
)
|
|
(28,808
|
)
|
||
Chief Executive Officer Succession Plan expense, net
|
29,272
|
|
|
—
|
|
||
Equity in net loss (income) of equity-method investees
|
186
|
|
|
(205
|
)
|
||
Stock-based compensation, net
|
1,994
|
|
|
7,322
|
|
||
Long-lived asset and intangibles impairment
|
23,709
|
|
|
3,449
|
|
||
Other non-cash items, net
|
1,285
|
|
|
(1,760
|
)
|
||
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
6,583
|
|
|
(16,077
|
)
|
||
Inventories
|
(17,472
|
)
|
|
(63,131
|
)
|
||
Other current assets
|
(1,765
|
)
|
|
(3,889
|
)
|
||
Other assets and liabilities
|
4,616
|
|
|
5,259
|
|
||
Accounts payable and accrued expenses
|
(2,358
|
)
|
|
34,422
|
|
||
Net cash (used in) provided by operating activities - continuing operations
|
(1,013
|
)
|
|
28,390
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property and equipment
|
(41,539
|
)
|
|
(24,685
|
)
|
||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(13,064
|
)
|
||
Other
|
3,863
|
|
|
—
|
|
||
Net cash used in investing activities - continuing operations
|
(37,676
|
)
|
|
(37,749
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings under bank revolving credit facility
|
150,000
|
|
|
35,000
|
|
||
Repayments under bank revolving credit facility
|
(137,646
|
)
|
|
(35,000
|
)
|
||
Repayments under term loan
|
(7,500
|
)
|
|
—
|
|
||
Funding of discontinued operations entities
|
(3,996
|
)
|
|
(12,758
|
)
|
||
Borrowings of other debt, net
|
8,627
|
|
|
13,912
|
|
||
Shares withheld for payment of employee payroll taxes
|
(2,922
|
)
|
|
(6,685
|
)
|
||
Net cash provided by (used in) financing activities - continuing operations
|
6,563
|
|
|
(5,531
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(1,969
|
)
|
|
3,765
|
|
||
|
|
|
|
||||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
||||
Cash used in operating activities
|
(1,850
|
)
|
|
(2,964
|
)
|
||
Cash used in investing activities
|
(2,931
|
)
|
|
(6,342
|
)
|
||
Cash provided by financing activities
|
3,901
|
|
|
12,655
|
|
||
Net cash flows (used in) provided by discontinued operations
|
(880
|
)
|
|
3,349
|
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents and restricted cash
|
(34,975
|
)
|
|
(7,776
|
)
|
||
Cash and cash equivalents at beginning of period
|
113,018
|
|
|
146,992
|
|
||
Cash and cash equivalents and restricted cash at end of period
|
$
|
78,043
|
|
|
$
|
139,216
|
|
Less: cash and cash equivalents of discontinued operations
|
(5,581
|
)
|
|
(13,285
|
)
|
||
Cash and cash equivalents and restricted cash of continuing operations at end of period
|
$
|
72,462
|
|
|
$
|
125,931
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net (loss) income from continuing operations
|
$
|
(29,278
|
)
|
|
$
|
43,130
|
|
|
$
|
(52,379
|
)
|
|
$
|
61,743
|
|
Net (loss) income from discontinued operations, net of tax
|
(37,223
|
)
|
|
3,973
|
|
|
(51,547
|
)
|
|
5,206
|
|
||||
Net (loss) income
|
$
|
(66,501
|
)
|
|
$
|
47,103
|
|
|
$
|
(103,926
|
)
|
|
$
|
66,949
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
104,056
|
|
|
103,837
|
|
|
104,009
|
|
|
103,773
|
|
||||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units
|
—
|
|
|
603
|
|
|
—
|
|
|
606
|
|
||||
Diluted weighted average shares outstanding
|
104,056
|
|
|
104,440
|
|
|
104,009
|
|
|
104,379
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.28
|
)
|
|
$
|
0.42
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.59
|
|
Discontinued operations
|
(0.36
|
)
|
|
0.04
|
|
|
(0.50
|
)
|
|
0.05
|
|
||||
Basic net (loss) income per common share
|
$
|
(0.64
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.00
|
)
|
|
$
|
0.65
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted net (loss) income per common share:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.28
|
)
|
|
$
|
0.41
|
|
|
$
|
(0.50
|
)
|
|
$
|
0.59
|
|
Discontinued operations
|
(0.36
|
)
|
|
0.04
|
|
|
(0.50
|
)
|
|
0.05
|
|
||||
Diluted net (loss) income per common share
|
$
|
(0.64
|
)
|
|
$
|
0.45
|
|
|
$
|
(1.00
|
)
|
|
$
|
0.64
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net sales
|
$
|
147,181
|
|
|
$
|
158,972
|
|
|
$
|
260,720
|
|
|
$
|
278,029
|
|
Cost of sales
|
144,682
|
|
|
148,651
|
|
|
267,796
|
|
|
259,493
|
|
||||
Gross profit (loss)
|
2,499
|
|
|
10,321
|
|
|
(7,076
|
)
|
|
18,536
|
|
||||
Selling, general and administrative expense
|
4,750
|
|
|
3,928
|
|
|
8,992
|
|
|
8,568
|
|
||||
Asset impairments
|
54,946
|
|
|
—
|
|
|
57,904
|
|
|
—
|
|
||||
Other expense
|
2,478
|
|
|
1,099
|
|
|
5,195
|
|
|
2,455
|
|
||||
Net (loss) income from discontinued operations before income taxes
|
(59,675
|
)
|
|
5,294
|
|
|
(79,167
|
)
|
|
7,513
|
|
||||
(Benefit) provision for income taxes
|
(22,452
|
)
|
|
1,321
|
|
|
(27,620
|
)
|
|
2,307
|
|
||||
Net (loss) income from discontinued operations, net of tax
|
$
|
(37,223
|
)
|
|
$
|
3,973
|
|
|
$
|
(51,547
|
)
|
|
$
|
5,206
|
|
|
December 31,
|
|
June 30,
|
||||
Assets
|
2018
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
5,581
|
|
|
$
|
6,461
|
|
Accounts receivable, less allowance for doubtful accounts
|
20,966
|
|
|
21,616
|
|
||
Inventories
|
82,841
|
|
|
105,359
|
|
||
Prepaid expenses and other current assets
|
6,229
|
|
|
5,604
|
|
||
Property, plant and equipment, net
|
86,801
|
|
|
83,776
|
|
||
Goodwill
|
41,089
|
|
|
41,089
|
|
||
Trademarks and other intangible assets, net
|
51,029
|
|
|
51,029
|
|
||
Other assets
|
4,649
|
|
|
4,381
|
|
||
Deferred tax assets
(3)
|
16,510
|
|
|
—
|
|
||
Impairments of long-lived assets held for sale
(2)
|
(136,368
|
)
|
|
(78,464
|
)
|
||
Current assets of discontinued operations
(1)
|
$
|
179,327
|
|
|
$
|
240,851
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
23,873
|
|
|
$
|
31,762
|
|
Accrued expenses and other current liabilities
|
10,355
|
|
|
6,880
|
|
||
Deferred tax liabilities
(3)
|
—
|
|
|
11,111
|
|
||
Other noncurrent liabilities
|
78
|
|
|
93
|
|
||
Current liabilities of discontinued operations
(1)
|
$
|
34,306
|
|
|
$
|
49,846
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
Finished goods
|
$
|
236,310
|
|
|
$
|
231,926
|
|
Raw materials, work-in-progress and packaging
|
166,414
|
|
|
159,599
|
|
||
|
$
|
402,724
|
|
|
$
|
391,525
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
Land
|
$
|
27,668
|
|
|
$
|
28,378
|
|
Buildings and improvements
|
89,340
|
|
|
83,289
|
|
||
Machinery and equipment
|
306,903
|
|
|
323,348
|
|
||
Computer hardware and software
|
55,802
|
|
|
54,092
|
|
||
Furniture and fixtures
|
18,090
|
|
|
17,894
|
|
||
Leasehold improvements
|
30,927
|
|
|
31,519
|
|
||
Construction in progress
|
28,532
|
|
|
17,280
|
|
||
|
557,262
|
|
|
555,800
|
|
||
Less: Accumulated depreciation and amortization
|
237,226
|
|
|
245,628
|
|
||
|
$
|
320,036
|
|
|
$
|
310,172
|
|
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Total
|
||||||||
Balance as of June 30, 2018
(a)
|
$
|
552,814
|
|
|
$
|
377,163
|
|
|
$
|
94,159
|
|
|
$
|
1,024,136
|
|
Translation and other adjustments, net
|
—
|
|
|
(13,086
|
)
|
|
(2,263
|
)
|
|
(15,349
|
)
|
||||
Balance as of December 31, 2018
(a)
|
$
|
552,814
|
|
|
$
|
364,077
|
|
|
$
|
91,896
|
|
|
$
|
1,008,787
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
Non-amortized intangible assets:
|
|
|
|
||||
Trademarks and tradenames
(a)
|
$
|
360,321
|
|
|
$
|
385,609
|
|
Amortized intangible assets:
|
|
|
|
||||
Other intangibles
|
232,997
|
|
|
239,323
|
|
||
Less: accumulated amortization
|
(119,784
|
)
|
|
(114,545
|
)
|
||
Net carrying amount
|
$
|
473,534
|
|
|
$
|
510,387
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Amortization of acquired intangibles
|
$
|
3,860
|
|
|
$
|
4,572
|
|
|
$
|
7,765
|
|
|
$
|
9,146
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
Unsecured revolving credit facility
|
$
|
414,266
|
|
|
$
|
401,852
|
|
Term loan
|
288,750
|
|
|
296,250
|
|
||
Less: Unamortized issuance costs
|
(617
|
)
|
|
(692
|
)
|
||
Tilda short-term borrowing arrangements
|
18,725
|
|
|
9,338
|
|
||
Other borrowings
|
6,570
|
|
|
7,358
|
|
||
|
727,694
|
|
|
714,106
|
|
||
Short-term borrowings and current portion of long-term debt
|
35,566
|
|
|
26,605
|
|
||
Long-term debt, less current portion
|
$
|
692,128
|
|
|
$
|
687,501
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Foreign currency translation adjustments:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive (loss) income before reclassifications
(1)
|
$
|
(27,948
|
)
|
|
$
|
8,336
|
|
|
$
|
(41,467
|
)
|
|
$
|
42,197
|
|
Deferred gains/(losses)
on cash flow hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income before reclassifications
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
||||
Amounts reclassified into income
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
||||
Unrealized gain/(loss) on equity investment:
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
5
|
|
|
—
|
|
|
(2
|
)
|
||||
Net change in accumulated other comprehensive (loss) income
|
$
|
(27,948
|
)
|
|
$
|
8,341
|
|
|
$
|
(41,467
|
)
|
|
$
|
42,128
|
|
(1)
|
Foreign currency translation adjustments included intra-entity foreign currency transactions that were of a long-term investment nature and were a net loss of
$313
and a net gain of
$315
for the
three months ended
December 31, 2018
and
2017
,
respectively, and a net loss of
$472
and a net gain of
$1,066
for the
six months ended
December 31, 2018
and
2017
, respectively.
|
(2)
|
Amounts reclassified into income for deferred gains/(losses) on cash flow hedging instruments are recorded in “Cost of sales” in the Consolidated Statements of Operations and, before taxes, were
$132
for the
six months ended
December 31, 2017
. There were
no
amounts reclassified into income for deferred gains/(losses) on cash flow hedging instruments for the
three and six months ended
December 31, 2018
and for the
three months ended
December 31, 2017
.
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Selling, general and administrative expense
|
$
|
1,774
|
|
|
$
|
4,158
|
|
|
$
|
1,565
|
|
|
$
|
7,322
|
|
Chief Executive Officer Succession Plan expense, net
|
117
|
|
|
—
|
|
|
429
|
|
|
—
|
|
||||
Discontinued operations
|
20
|
|
|
—
|
|
|
52
|
|
|
—
|
|
||||
Total compensation cost recognized for stock-based compensation plans
|
$
|
1,911
|
|
|
$
|
4,158
|
|
|
$
|
2,046
|
|
|
$
|
7,322
|
|
Related income tax benefit
|
$
|
256
|
|
|
$
|
1,187
|
|
|
$
|
295
|
|
|
$
|
2,421
|
|
|
Number of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Life (years)
|
|
Aggregate
Intrinsic Value
|
|||||
Options outstanding and exercisable at June 30, 2018
|
122
|
|
|
$
|
2.26
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding and exercisable at December 31, 2018
|
122
|
|
|
$
|
2.26
|
|
|
12.5
|
|
$
|
1,658
|
|
|
Number of Shares
and Units
|
|
Weighted
Average Grant
Date Fair
Value (per share)
|
|||
Non-vested restricted stock, restricted share units, and performance units at June 30, 2018
|
1,057
|
|
|
$
|
22.29
|
|
Granted
(1)
|
1,147
|
|
|
$
|
8.79
|
|
Vested
(2)
|
(269
|
)
|
|
$
|
25.80
|
|
Forfeited
(3)
|
(284
|
)
|
|
$
|
16.73
|
|
Non-vested restricted stock, restricted share units, and performance units at December 31, 2018
|
1,651
|
|
|
$
|
13.29
|
|
|
Six Months Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Fair value of restricted stock and restricted share units granted
|
$
|
10,073
|
|
|
$
|
14,595
|
|
Fair value of shares vested
|
$
|
6,938
|
|
|
$
|
14,238
|
|
Tax benefit recognized from restricted shares vesting
|
$
|
2,561
|
|
|
$
|
4,887
|
|
•
|
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:
|
|
|
|
|
|
|
|
||||||||
Rabbi trust investments
|
$
|
34,304
|
|
|
$
|
34,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
429
|
|
|
—
|
|
|
429
|
|
|
—
|
|
||||
Equity investment
|
599
|
|
|
599
|
|
|
—
|
|
|
—
|
|
||||
Contingent consideration, current
|
1,623
|
|
|
—
|
|
|
—
|
|
|
1,623
|
|
||||
Total
|
$
|
36,955
|
|
|
$
|
34,903
|
|
|
$
|
429
|
|
|
$
|
1,623
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Contingent consideration, non-current
|
265
|
|
|
—
|
|
|
—
|
|
|
265
|
|
||||
Total
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
265
|
|
|
Total
|
|
Quoted
prices in
active
markets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
99
|
|
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
365
|
|
|
—
|
|
|
365
|
|
|
—
|
|
||||
Equity investments
|
692
|
|
|
692
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,156
|
|
|
$
|
791
|
|
|
$
|
365
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
—
|
|
Contingent consideration, non-current
|
1,909
|
|
|
—
|
|
|
—
|
|
|
1,909
|
|
||||
Total
|
$
|
1,936
|
|
|
$
|
—
|
|
|
$
|
27
|
|
|
$
|
1,909
|
|
Balance as of June 30, 2018
|
$
|
1,909
|
|
Contingent consideration adjustment
(a)
|
48
|
|
|
Translation adjustment
|
(69
|
)
|
|
Balance as of December 31, 2018
|
$
|
1,888
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
259,155
|
|
|
$
|
270,303
|
|
|
$
|
503,140
|
|
|
$
|
533,962
|
|
United Kingdom
|
225,338
|
|
|
238,201
|
|
|
443,915
|
|
|
460,646
|
|
||||
Rest of World
|
99,663
|
|
|
107,728
|
|
|
197,934
|
|
|
210,843
|
|
||||
|
$
|
584,156
|
|
|
$
|
616,232
|
|
|
$
|
1,144,989
|
|
|
$
|
1,205,451
|
|
|
|
|
|
|
|
|
|
||||||||
Operating (Loss)/Income:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
7,180
|
|
|
$
|
21,861
|
|
|
$
|
9,350
|
|
|
$
|
42,722
|
|
United Kingdom
|
14,655
|
|
|
13,598
|
|
|
18,675
|
|
|
23,199
|
|
||||
Rest of World
|
8,374
|
|
|
10,535
|
|
|
16,210
|
|
|
19,532
|
|
||||
|
$
|
30,209
|
|
|
$
|
45,994
|
|
|
$
|
44,235
|
|
|
$
|
85,453
|
|
Corporate and Other
(a)
|
(45,596
|
)
|
|
(15,029
|
)
|
|
(83,726
|
)
|
|
(25,247
|
)
|
||||
|
$
|
(15,387
|
)
|
|
$
|
30,965
|
|
|
$
|
(39,491
|
)
|
|
$
|
60,206
|
|
|
December 31,
2018 |
|
June 30,
2018 |
||||
United States
|
$
|
108,930
|
|
|
$
|
99,650
|
|
United Kingdom
|
174,625
|
|
|
174,214
|
|
||
All Other
|
86,189
|
|
|
86,700
|
|
||
Total
|
$
|
369,744
|
|
|
$
|
360,564
|
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
United States
|
$
|
272,260
|
|
|
$
|
286,059
|
|
|
$
|
528,290
|
|
|
$
|
564,353
|
|
United Kingdom
|
225,338
|
|
|
238,201
|
|
|
443,915
|
|
|
460,646
|
|
||||
All Other
|
86,558
|
|
|
91,972
|
|
|
172,784
|
|
|
180,452
|
|
||||
Total
|
$
|
584,156
|
|
|
$
|
616,232
|
|
|
$
|
1,144,989
|
|
|
$
|
1,205,451
|
|
|
Three Months Ended
|
|
Change in
|
||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
Dollars
|
|
Percentage
|
||||||||||
Net sales
|
$
|
584,156
|
|
|
100.0%
|
|
$
|
616,232
|
|
|
100.0%
|
|
$
|
(32,076
|
)
|
|
(5.2)%
|
Cost of sales
|
469,883
|
|
|
80.4%
|
|
482,282
|
|
|
78.3%
|
|
(12,399
|
)
|
|
(2.6)%
|
|||
Gross profit
|
114,273
|
|
|
19.6%
|
|
133,950
|
|
|
21.7%
|
|
(19,677
|
)
|
|
(14.7)%
|
|||
Selling, general and administrative expenses
|
85,387
|
|
|
14.6%
|
|
86,444
|
|
|
14.0%
|
|
(1,057
|
)
|
|
(1.2)%
|
|||
Amortization of acquired intangibles
|
3,860
|
|
|
0.7%
|
|
4,572
|
|
|
0.7%
|
|
(712
|
)
|
|
(15.6)%
|
|||
Project Terra costs and other
|
9,872
|
|
|
1.7%
|
|
4,069
|
|
|
0.7%
|
|
5,803
|
|
|
142.6%
|
|||
Chief Executive Officer Succession Plan expense, net
|
10,148
|
|
|
1.7%
|
|
—
|
|
|
—%
|
|
10,148
|
|
|
100.0%
|
|||
Accounting review and remediation costs, net of insurance proceeds
|
920
|
|
|
0.2%
|
|
4,451
|
|
|
0.7%
|
|
(3,531
|
)
|
|
(79.3)%
|
|||
Long-lived asset and intangibles impairment
|
19,473
|
|
|
3.3%
|
|
3,449
|
|
|
0.6%
|
|
16,024
|
|
|
*
|
|||
Operating (loss) income
|
(15,387
|
)
|
|
(2.6)%
|
|
30,965
|
|
|
5.0%
|
|
(46,352
|
)
|
|
(149.7)%
|
|||
Interest and other financing expense, net
|
8,817
|
|
|
1.5%
|
|
6,479
|
|
|
1.1%
|
|
2,338
|
|
|
36.1%
|
|||
Other expense/(income), net
|
373
|
|
|
0.1%
|
|
(760
|
)
|
|
(0.1)%
|
|
1,133
|
|
|
(149.1)%
|
|||
(Loss) income from continuing operations and before income taxes and equity in net (loss) income of equity-method investees
|
(24,577
|
)
|
|
(4.2)%
|
|
25,246
|
|
|
4.1%
|
|
(49,823
|
)
|
|
(197.4)%
|
|||
Provision (benefit) for income taxes
|
4,690
|
|
|
0.8%
|
|
(17,690
|
)
|
|
(2.9)%
|
|
22,380
|
|
|
(126.5)%
|
|||
Equity in net loss (income) of equity-method investees
|
11
|
|
|
—%
|
|
(194
|
)
|
|
—%
|
|
205
|
|
|
(105.7)%
|
|||
Net (loss) income from continuing operations
|
$
|
(29,278
|
)
|
|
(5.0)%
|
|
$
|
43,130
|
|
|
7.0%
|
|
$
|
(72,408
|
)
|
|
(167.9)%
|
Net (loss) income from discontinued operations, net of tax
|
$
|
(37,223
|
)
|
|
(6.4)%
|
|
$
|
3,973
|
|
|
0.6%
|
|
$
|
(41,196
|
)
|
|
*
|
Net (loss) income
|
$
|
(66,501
|
)
|
|
(11.4)%
|
|
$
|
47,103
|
|
|
7.6%
|
|
$
|
(113,604
|
)
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
$
|
44,868
|
|
|
7.7%
|
|
$
|
67,658
|
|
|
11.0%
|
|
$
|
(22,790
|
)
|
|
(33.7)%
|
(dollars in thousands)
|
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended 12/31/18
|
|
$
|
259,155
|
|
|
$
|
225,338
|
|
|
$
|
99,663
|
|
|
$
|
—
|
|
|
$
|
584,156
|
|
Three months ended 12/31/17
|
|
270,303
|
|
|
238,201
|
|
|
107,728
|
|
|
—
|
|
|
616,232
|
|
|||||
$ change
|
|
$
|
(11,148
|
)
|
|
$
|
(12,863
|
)
|
|
$
|
(8,065
|
)
|
|
n/a
|
|
|
$
|
(32,076
|
)
|
|
% change
|
|
(4.1
|
)%
|
|
(5.4
|
)%
|
|
(7.5
|
)%
|
|
n/a
|
|
|
(5.2
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended 12/31/18
|
|
$
|
7,180
|
|
|
$
|
14,655
|
|
|
$
|
8,374
|
|
|
$
|
(45,596
|
)
|
|
$
|
(15,387
|
)
|
Three months ended 12/31/17
|
|
21,861
|
|
|
13,598
|
|
|
10,535
|
|
|
(15,029
|
)
|
|
30,965
|
|
|||||
$ change
|
|
$
|
(14,681
|
)
|
|
$
|
1,057
|
|
|
$
|
(2,161
|
)
|
|
$
|
(30,567
|
)
|
|
$
|
(46,352
|
)
|
% change
|
|
(67.2
|
)%
|
|
7.8
|
%
|
|
(20.5
|
)%
|
|
(203.4
|
)%
|
|
(149.7
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) margin
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended 12/31/18
|
|
2.8
|
%
|
|
6.5
|
%
|
|
8.4
|
%
|
|
n/a
|
|
|
(2.6
|
)%
|
|||||
Three months ended 12/31/17
|
|
8.1
|
%
|
|
5.7
|
%
|
|
9.8
|
%
|
|
n/a
|
|
|
5.0
|
%
|
|
Six Months Ended
|
|
Change in
|
||||||||||||||
|
December 31, 2018
|
|
December 31, 2017
|
|
Dollars
|
|
Percentage
|
||||||||||
Net sales
|
$
|
1,144,989
|
|
|
100.0%
|
|
$
|
1,205,451
|
|
|
100.0%
|
|
$
|
(60,462
|
)
|
|
(5.0)%
|
Cost of sales
|
931,122
|
|
|
81.3%
|
|
948,113
|
|
|
78.7%
|
|
(16,991
|
)
|
|
(1.8)%
|
|||
Gross profit
|
213,867
|
|
|
18.7%
|
|
257,338
|
|
|
21.3%
|
|
(43,471
|
)
|
|
(16.9)%
|
|||
Selling, general and administrative expenses
|
167,644
|
|
|
14.6%
|
|
172,525
|
|
|
14.3%
|
|
(4,881
|
)
|
|
(2.8)%
|
|||
Amortization of acquired intangibles
|
7,765
|
|
|
0.7%
|
|
9,146
|
|
|
0.8%
|
|
(1,381
|
)
|
|
(15.1)%
|
|||
Project Terra costs and other
|
20,205
|
|
|
1.8%
|
|
8,919
|
|
|
0.7%
|
|
11,286
|
|
|
126.5%
|
|||
Chief Executive Officer Succession Plan expense, net
|
29,701
|
|
|
2.6%
|
|
—
|
|
|
—%
|
|
29,701
|
|
|
100.0%
|
|||
Accounting review and remediation costs, net of insurance proceeds
|
4,334
|
|
|
0.4%
|
|
3,093
|
|
|
0.3%
|
|
1,241
|
|
|
40.1%
|
|||
Long-lived asset and intangibles impairment
|
23,709
|
|
|
2.1%
|
|
3,449
|
|
|
0.3%
|
|
20,260
|
|
|
*
|
|||
Operating (loss) income
|
(39,491
|
)
|
|
(3.4)%
|
|
60,206
|
|
|
5.0%
|
|
(99,697
|
)
|
|
(165.6)%
|
|||
Interest and other financing expense, net
|
16,522
|
|
|
1.4%
|
|
12,761
|
|
|
1.1%
|
|
3,761
|
|
|
29.5%
|
|||
Other expense/(income), net
|
973
|
|
|
0.1%
|
|
(3,887
|
)
|
|
(0.3)%
|
|
4,860
|
|
|
(125.0)%
|
|||
(Loss) income from continuing operations and before income taxes and equity in net income of equity-method investees
|
(56,986
|
)
|
|
(5.0)%
|
|
51,332
|
|
|
4.3%
|
|
(108,318
|
)
|
|
*
|
|||
(Benefit) provision for income taxes
|
(4,793
|
)
|
|
(0.4)%
|
|
(10,206
|
)
|
|
(0.8)%
|
|
5,413
|
|
|
(53.0)%
|
|||
Equity in net loss (income) of equity-method investees
|
186
|
|
|
—%
|
|
(205
|
)
|
|
—%
|
|
391
|
|
|
(190.7)
|
|||
Net (loss) income from continuing operations
|
$
|
(52,379
|
)
|
|
(4.6)%
|
|
$
|
61,743
|
|
|
5.1%
|
|
$
|
(114,122
|
)
|
|
(184.8)%
|
Net loss (income) from discontinued operations, net of tax
|
$
|
(51,547
|
)
|
|
(4.5)%
|
|
$
|
5,206
|
|
|
0.4%
|
|
$
|
(56,753
|
)
|
|
*
|
Net (loss) income
|
$
|
(103,926
|
)
|
|
(9.1)%
|
|
$
|
66,949
|
|
|
5.6%
|
|
$
|
(170,875
|
)
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
$
|
78,926
|
|
|
6.9%
|
|
$
|
121,119
|
|
|
10.0%
|
|
$
|
(42,193
|
)
|
|
(34.8)%
|
(dollars in thousands)
|
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Corporate and Other
|
|
Consolidated
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended 12/31/18
|
|
$
|
503,140
|
|
|
$
|
443,915
|
|
|
$
|
197,934
|
|
|
$
|
—
|
|
|
$
|
1,144,989
|
|
Six months ended 12/31/17
|
|
533,962
|
|
|
460,646
|
|
|
210,843
|
|
|
—
|
|
|
1,205,451
|
|
|||||
$ change
|
|
$
|
(30,822
|
)
|
|
$
|
(16,731
|
)
|
|
$
|
(12,909
|
)
|
|
n/a
|
|
|
$
|
(60,462
|
)
|
|
% change
|
|
(5.8
|
)%
|
|
(3.6
|
)%
|
|
(6.1
|
)%
|
|
n/a
|
|
|
(5.0
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended 12/31/18
|
|
$
|
9,350
|
|
|
$
|
18,675
|
|
|
$
|
16,210
|
|
|
$
|
(83,726
|
)
|
|
$
|
(39,491
|
)
|
Six months ended 12/31/17
|
|
42,722
|
|
|
23,199
|
|
|
19,532
|
|
|
(25,247
|
)
|
|
60,206
|
|
|||||
$ change
|
|
$
|
(33,372
|
)
|
|
$
|
(4,524
|
)
|
|
$
|
(3,322
|
)
|
|
$
|
(58,479
|
)
|
|
$
|
(99,697
|
)
|
% change
|
|
(78.1
|
)%
|
|
(19.5
|
)%
|
|
(17.0
|
)%
|
|
(231.6
|
)%
|
|
(165.6
|
)%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss) margin
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Six months ended 12/31/18
|
|
1.9
|
%
|
|
4.2
|
%
|
|
8.2
|
%
|
|
n/a
|
|
|
(3.4
|
)%
|
|||||
Six months ended 12/31/17
|
|
8.0
|
%
|
|
5.0
|
%
|
|
9.3
|
%
|
|
n/a
|
|
|
5.0
|
%
|
|
Six Months Ended December 31,
|
|
Change in
|
|||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
|
Dollars
|
|
Percentage
|
|||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|||||||
Operating activities from continuing operations
|
$
|
(1,013
|
)
|
|
$
|
28,390
|
|
|
$
|
(29,403
|
)
|
|
(104
|
)%
|
Investing activities from continuing operations
|
(37,676
|
)
|
|
(37,749
|
)
|
|
73
|
|
|
—
|
%
|
|||
Financing activities from continuing operations
|
6,563
|
|
|
(5,531
|
)
|
|
12,094
|
|
|
219
|
%
|
|||
Decrease in cash from continuing operations
|
(32,126
|
)
|
|
(14,890
|
)
|
|
(17,236
|
)
|
|
(116
|
)%
|
|||
(Decrease) increase in cash from discontinued operations
|
(880
|
)
|
|
3,349
|
|
|
(4,229
|
)
|
|
126
|
%
|
|||
Effect of exchange rate changes on cash
|
(1,969
|
)
|
|
3,765
|
|
|
(5,734
|
)
|
|
(152
|
)%
|
|||
Net decrease in cash and cash equivalents
|
$
|
(34,975
|
)
|
|
$
|
(7,776
|
)
|
|
$
|
(27,199
|
)
|
|
(350
|
)%
|
(amounts in thousands)
|
United Kingdom
|
|
Rest of World
|
|
Hain Consolidated
|
||||||
Net sales - Three months ended 12/31/18
|
$
|
225,338
|
|
|
$
|
99,663
|
|
|
$
|
584,156
|
|
Impact of foreign currency exchange
|
7,141
|
|
|
3,052
|
|
|
10,193
|
|
|||
Net sales on a constant currency basis - Three months ended 12/31/18
|
$
|
232,479
|
|
|
$
|
102,715
|
|
|
$
|
594,349
|
|
|
|
|
|
|
|
||||||
Net sales - Three months ended 12/31/17
|
$
|
238,201
|
|
|
$
|
107,728
|
|
|
$
|
616,232
|
|
Net sales decrease on a constant currency
|
(2.4
|
)%
|
|
(4.7
|
)%
|
|
(3.6
|
)%
|
|||
|
|
|
|
|
|
||||||
Net sales - Six months ended 12/31/18
|
$
|
443,915
|
|
|
$
|
197,934
|
|
|
$
|
1,144,989
|
|
Impact of foreign currency exchange
|
8,519
|
|
|
5,275
|
|
|
13,793
|
|
|||
Net sales on a constant currency basis - Six months ended 12/31/18
|
$
|
452,434
|
|
|
$
|
203,209
|
|
|
$
|
1,158,782
|
|
|
|
|
|
|
|
||||||
Net sales - Six months ended 12/31/2017
|
$
|
460,646
|
|
|
$
|
210,843
|
|
|
$
|
1,205,451
|
|
Net sales decrease on a constant currency basis
|
(1.8
|
)%
|
|
(3.6
|
)%
|
|
(3.9
|
)%
|
|
Three Months Ended December 31,
|
|
Six Months Ended December 31,
|
||||||||||||
(amounts in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net (loss) income
|
$
|
(66,501
|
)
|
|
$
|
47,103
|
|
|
$
|
(103,926
|
)
|
|
$
|
66,949
|
|
Net (loss) income from discontinued operations
|
(37,223
|
)
|
|
3,973
|
|
|
(51,547
|
)
|
|
5,206
|
|
||||
Net (loss) income from continuing operations
|
(29,278
|
)
|
|
43,130
|
|
|
(52,379
|
)
|
|
61,743
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Provision (benefit) for income taxes
|
4,690
|
|
|
(17,690
|
)
|
|
(4,793
|
)
|
|
(10,206
|
)
|
||||
Interest expense, net
|
8,247
|
|
|
5,817
|
|
|
15,416
|
|
|
11,426
|
|
||||
Depreciation and amortization
|
13,722
|
|
|
14,919
|
|
|
28,106
|
|
|
30,066
|
|
||||
Equity in net loss (income) of equity-method investees
|
11
|
|
|
(194
|
)
|
|
186
|
|
|
(205
|
)
|
||||
Stock-based compensation expense
|
1,774
|
|
|
4,158
|
|
|
1,565
|
|
|
7,322
|
|
||||
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement
|
117
|
|
|
—
|
|
|
429
|
|
|
—
|
|
||||
Long-lived asset and intangibles impairment
|
19,473
|
|
|
3,449
|
|
|
23,709
|
|
|
3,449
|
|
||||
Unrealized currency losses/(gains)
|
439
|
|
|
(286
|
)
|
|
1,029
|
|
|
(3,705
|
)
|
||||
EBITDA
|
19,195
|
|
|
53,303
|
|
|
13,268
|
|
|
99,890
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Project Terra costs and other
|
9,872
|
|
|
4,069
|
|
|
20,205
|
|
|
8,919
|
|
||||
Chief Executive Officer Succession Plan expense, net
|
10,031
|
|
|
—
|
|
|
29,272
|
|
|
—
|
|
||||
Accounting review and remediation costs, net of insurance proceeds
|
920
|
|
|
4,451
|
|
|
4,334
|
|
|
3,093
|
|
||||
Warehouse/manufacturing facility start-up costs
|
1,708
|
|
|
418
|
|
|
6,307
|
|
|
1,155
|
|
||||
Plant closure related costs
|
1,490
|
|
|
700
|
|
|
3,319
|
|
|
700
|
|
||||
SKU rationalization
|
1,530
|
|
|
—
|
|
|
1,530
|
|
|
—
|
|
||||
Litigation and related expenses
|
122
|
|
|
—
|
|
|
691
|
|
|
—
|
|
||||
Losses on terminated chilled desserts contract
|
—
|
|
|
2,143
|
|
|
—
|
|
|
3,615
|
|
||||
Co-packer disruption
|
—
|
|
|
1,567
|
|
|
—
|
|
|
2,740
|
|
||||
Regulated packaging change
|
—
|
|
|
1,007
|
|
|
—
|
|
|
1,007
|
|
||||
Adjusted EBITDA
|
$
|
44,868
|
|
|
$
|
67,658
|
|
|
$
|
78,926
|
|
|
$
|
121,119
|
|
|
Six Months Ended December 31,
|
||||||
(amounts in thousands)
|
2018
|
|
2017
|
||||
Cash flow (used in) provided by operating activities from continuing operations
|
$
|
(1,013
|
)
|
|
$
|
28,390
|
|
Purchase of property, plant and equipment
|
(41,539
|
)
|
|
(24,685
|
)
|
||
Operating free cash flow from continuing operations
|
$
|
(42,552
|
)
|
|
$
|
3,705
|
|
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)
|
|||||
October 1, 2018 - October 31, 2018
|
(21,851
|
)
|
|
$
|
24.81
|
|
|
—
|
|
|
250
|
|
November 1, 2018 - November 30, 2018
|
(52,571
|
)
|
|
25.18
|
|
|
—
|
|
|
250
|
|
|
December 1, 2018 - December 31, 2018
|
(4,812
|
)
|
|
15.87
|
|
|
—
|
|
|
250
|
|
|
Total
|
(79,234
|
)
|
|
$
|
24.51
|
|
|
|
|
|
(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 preset trading plans, in private transactions or otherwise. The authorization does not have a stated expiration date.
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statement of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
|
|
|
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
(Registrant)
|
|
|
|
Date:
|
February 7, 2019
|
/s/ Mark L. Schiller
|
|
|
Mark L. Schiller,
President and Chief Executive Officer |
Date:
|
February 7, 2019
|
/s/ James Langrock
|
|
|
James Langrock,
Executive Vice President and Chief Financial Officer |
(i)
|
concurrent with the execution of this Agreement; and
|
(ii)
|
within twenty-one (21) days following the Expiration Date;
|
If to Simon:
|
To Simon’s address as set forth in the Company’s records.
|
|
|
If to the Company:
|
The Hain Celestial Group, Inc.
|
|
1111 Marcus Avenue
|
|
Lake Success, New York 11042
|
|
Attn: General Counsel
|
Executed, this 26th day of October, 2018
|
|
|
|
|
|
|
/s/ Irwin D. Simon
|
|
|
|
IRWIN D. SIMON
|
Executed, this 26th day of October, 2018
|
|
|
|
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
|
|
|
|
|
/s/ Andrew R. Heyer
|
|
|
|
Name: Andrew R. Heyer
|
|
|
|
TITLE: Lead Director
|
DATE: October 26, 2018
|
|
|
|
|
|
|
/s/ Irwin D. Simon
|
|
|
|
Irwin D. Simon
|
DATE: October 26, 2018
|
|
|
|
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
|
|
|
|
|
/s/ Andrew R. Heyer
|
|
|
|
Name: Andrew R. Heyer
|
|
|
|
TITLE: Lead Director
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarter 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/ Mark L. Schiller
|
Mark L. Schiller
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarter 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
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/s/ Mark L. Schiller
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Mark L. Schiller
President and Chief Executive Officer
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/s/ James Langrock
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James Langrock
Executive Vice President and Chief Financial Officer
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