☒
|
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)
|
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $.01 per share
|
HAIN
|
The NASDAQ® Global Select Market
|
Large accelerated filer
|
☒
|
|
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.
|
||
|
|
September 30,
|
|
June 30,
|
||||
|
2019
|
|
2019
|
||||
ASSETS
|
(Unaudited)
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
20,522
|
|
|
$
|
31,017
|
|
Accounts receivable, less allowance for doubtful accounts of $558 and $588, respectively
|
206,478
|
|
|
209,990
|
|
||
Inventories
|
301,351
|
|
|
299,341
|
|
||
Prepaid expenses and other current assets
|
36,508
|
|
|
51,391
|
|
||
Current assets of discontinued operations
|
—
|
|
|
110,048
|
|
||
Total current assets
|
564,859
|
|
|
701,787
|
|
||
Property, plant and equipment, net
|
288,104
|
|
|
287,845
|
|
||
Goodwill
|
867,071
|
|
|
875,881
|
|
||
Trademarks and other intangible assets, net
|
370,379
|
|
|
380,286
|
|
||
Investments and joint ventures
|
18,463
|
|
|
18,890
|
|
||
Operating lease right of use assets
|
81,830
|
|
|
—
|
|
||
Other assets
|
45,727
|
|
|
58,764
|
|
||
Noncurrent assets of discontinued operations
|
—
|
|
|
259,167
|
|
||
Total assets
|
$
|
2,236,433
|
|
|
$
|
2,582,620
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
189,441
|
|
|
$
|
219,957
|
|
Accrued expenses and other current liabilities
|
128,296
|
|
|
114,265
|
|
||
Current portion of long-term debt
|
2,223
|
|
|
17,232
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
31,703
|
|
||
Total current liabilities
|
319,960
|
|
|
383,157
|
|
||
Long-term debt, less current portion
|
323,386
|
|
|
613,537
|
|
||
Deferred income taxes
|
33,685
|
|
|
34,757
|
|
||
Operating lease liabilities, noncurrent portion
|
74,249
|
|
|
—
|
|
||
Other noncurrent liabilities
|
14,215
|
|
|
14,489
|
|
||
Noncurrent liabilities of discontinued operations
|
—
|
|
|
17,361
|
|
||
Total liabilities
|
765,495
|
|
|
1,063,301
|
|
||
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: 108,873 and 108,833 shares, respectively; outstanding: 104,242 and 104,219 shares, respectively
|
1,089
|
|
|
1,088
|
|
||
Additional paid-in capital
|
1,161,537
|
|
|
1,158,257
|
|
||
Retained earnings
|
587,557
|
|
|
695,017
|
|
||
Accumulated other comprehensive loss
|
(168,894
|
)
|
|
(225,004
|
)
|
||
|
1,581,289
|
|
|
1,629,358
|
|
||
Less: Treasury stock, at cost, 4,631 and 4,614 shares, respectively
|
(110,351
|
)
|
|
(110,039
|
)
|
||
Total stockholders’ equity
|
1,470,938
|
|
|
1,519,319
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,236,433
|
|
|
$
|
2,582,620
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
482,076
|
|
|
$
|
518,478
|
|
Cost of sales
|
384,245
|
|
|
429,570
|
|
||
Gross profit
|
97,831
|
|
|
88,908
|
|
||
Selling, general and administrative expenses
|
80,680
|
|
|
75,977
|
|
||
Amortization of acquired intangibles
|
3,083
|
|
|
3,359
|
|
||
Productivity and transformation costs
|
14,175
|
|
|
10,333
|
|
||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
19,553
|
|
||
Proceeds from insurance claim
|
(2,562
|
)
|
|
—
|
|
||
Accounting review and remediation costs
|
—
|
|
|
3,414
|
|
||
Long-lived asset impairment
|
—
|
|
|
4,236
|
|
||
Operating income (loss)
|
2,455
|
|
|
(27,964
|
)
|
||
Interest and other financing expense, net
|
6,294
|
|
|
4,314
|
|
||
Other expense, net
|
1,328
|
|
|
600
|
|
||
Loss from continuing operations before income taxes and equity in net loss of equity-method investees
|
(5,167
|
)
|
|
(32,878
|
)
|
||
Benefit for income taxes
|
(531
|
)
|
|
(9,966
|
)
|
||
Equity in net loss of equity-method investees
|
317
|
|
|
175
|
|
||
Net loss from continuing operations
|
$
|
(4,953
|
)
|
|
$
|
(23,087
|
)
|
Net loss from discontinued operations, net of tax
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
|
|
|
|
||||
Net loss per common share:
|
|
|
|
||||
Basic net loss per common share from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Basic net loss per common share from discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Basic net loss income per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
||||
Diluted net loss per common share from continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Diluted net loss per common share from discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Diluted loss per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
||||
Shares used in the calculation of net loss per common share:
|
|
|
|
||||
Basic
|
104,225
|
|
|
103,962
|
|
||
Diluted
|
104,225
|
|
|
103,962
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
|
Pre-tax
amount
|
|
Tax (expense) benefit
|
|
After-tax amount
|
||||||||||||
Net loss
|
|
|
|
|
$
|
(107,021
|
)
|
|
|
|
|
|
$
|
(37,425
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation adjustments before reclassifications
|
$
|
(38,942
|
)
|
|
$
|
—
|
|
|
(38,942
|
)
|
|
$
|
(13,519
|
)
|
|
$
|
—
|
|
|
(13,519
|
)
|
||
Reclassification of currency translation adjustment included in Net loss from discontinued operations, net of tax
|
95,120
|
|
|
—
|
|
|
95,120
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Change in deferred (losses) gains on cash flow hedging instruments
|
(78
|
)
|
|
10
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total other comprehensive income (loss)
|
$
|
56,100
|
|
|
$
|
10
|
|
|
$
|
56,110
|
|
|
$
|
(13,519
|
)
|
|
$
|
—
|
|
|
$
|
(13,519
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive loss
|
|
|
|
|
$
|
(50,911
|
)
|
|
|
|
|
|
$
|
(50,944
|
)
|
|
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, 2019
|
108,833
|
|
|
$
|
1,088
|
|
|
$
|
1,158,257
|
|
|
$
|
695,017
|
|
|
4,614
|
|
|
$
|
(110,039
|
)
|
|
$
|
(225,004
|
)
|
|
$
|
1,519,319
|
|
Net loss
|
|
|
|
|
|
|
(107,021
|
)
|
|
|
|
|
|
|
|
(107,021
|
)
|
||||||||||||
Cumulative effect of adoption of ASU 2016-02
|
|
|
|
|
|
|
(439
|
)
|
|
|
|
|
|
|
|
(439
|
)
|
||||||||||||
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
56,110
|
|
|
56,110
|
|
||||||||||||
Issuance of common stock pursuant to stock-based compensation plans
|
40
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
17
|
|
|
(312
|
)
|
|
|
|
(312
|
)
|
|||||||||||
Stock-based compensation expense
|
|
|
|
|
3,281
|
|
|
|
|
|
|
|
|
|
|
3,281
|
|
||||||||||||
Balance at September 30, 2019
|
108,873
|
|
|
$
|
1,089
|
|
|
$
|
1,161,537
|
|
|
$
|
587,557
|
|
|
4,631
|
|
|
$
|
(110,351
|
)
|
|
$
|
(168,894
|
)
|
|
$
|
1,470,938
|
|
|
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
|
|
|
|
|
|
|
(37,425
|
)
|
|
|
|
|
|
|
|
(37,425
|
)
|
||||||||||||
Cumulative effect of adoption of ASU 2016-01
|
|
|
|
|
|
|
(348
|
)
|
|
|
|
|
|
348
|
|
|
—
|
|
|||||||||||
Cumulative effect of adoption of ASU 2014-09
|
|
|
|
|
|
|
163
|
|
|
|
|
|
|
|
|
163
|
|
||||||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,519
|
)
|
|
(13,519
|
)
|
||||||||||||
Issuance of common stock pursuant to stock-based compensation plans
|
85
|
|
|
1
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||
Shares withheld for payment of employee payroll taxes due on shares issued under stock-based compensation plans
|
|
|
|
|
|
|
|
|
35
|
|
|
(979
|
)
|
|
|
|
(979
|
)
|
|||||||||||
Stock-based compensation expense
|
|
|
|
|
135
|
|
|
|
|
|
|
|
|
|
|
135
|
|
||||||||||||
Balance at September 30, 2018
|
108,507
|
|
|
$
|
1,085
|
|
|
$
|
1,148,330
|
|
|
$
|
840,906
|
|
|
4,505
|
|
|
$
|
(107,486
|
)
|
|
$
|
(197,411
|
)
|
|
$
|
1,685,424
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
Net loss from discontinued operations
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss from continuing operations
|
(4,953
|
)
|
|
(23,087
|
)
|
||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations:
|
|
|
|
||||
Depreciation and amortization
|
13,923
|
|
|
12,860
|
|
||
Deferred income taxes
|
(4,404
|
)
|
|
(13,218
|
)
|
||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
19,241
|
|
||
Equity in net loss of equity-method investees
|
317
|
|
|
175
|
|
||
Stock-based compensation, net
|
2,737
|
|
|
98
|
|
||
Long-lived asset impairment
|
—
|
|
|
4,236
|
|
||
Other non-cash items, net
|
1,764
|
|
|
841
|
|
||
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(853
|
)
|
|
3,766
|
|
||
Inventories
|
(5,507
|
)
|
|
(18,640
|
)
|
||
Other current assets
|
14,223
|
|
|
3
|
|
||
Other assets and liabilities
|
144
|
|
|
(32
|
)
|
||
Accounts payable and accrued expenses
|
(20,972
|
)
|
|
(5,813
|
)
|
||
Net cash used in operating activities - continuing operations
|
(3,581
|
)
|
|
(19,570
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property and equipment
|
(13,164
|
)
|
|
(22,261
|
)
|
||
Other
|
—
|
|
|
(652
|
)
|
||
Net cash used in investing activities - continuing operations
|
(13,164
|
)
|
|
(22,913
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings under bank revolving credit facility
|
80,000
|
|
|
70,000
|
|
||
Repayments under bank revolving credit facility
|
(178,500
|
)
|
|
(60,000
|
)
|
||
Repayments under term loan
|
(206,250
|
)
|
|
(3,750
|
)
|
||
Proceeds from (funding of) discontinued operations entities
|
312,195
|
|
|
(3,111
|
)
|
||
Borrowings (repayments) of other debt, net
|
9
|
|
|
(776
|
)
|
||
Shares withheld for payment of employee payroll taxes
|
(312
|
)
|
|
(979
|
)
|
||
Net cash provided by financing activities - continuing operations
|
7,142
|
|
|
1,384
|
|
||
Effect of exchange rate changes on cash - continuing operations
|
(892
|
)
|
|
(670
|
)
|
||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
||||
Cash used in operating activities
|
(8,026
|
)
|
|
(14,587
|
)
|
||
Cash provided by (used in) investing activities
|
306,420
|
|
|
(1,921
|
)
|
||
Cash (used in) provided by financing activities
|
(306,366
|
)
|
|
5,548
|
|
||
Effect of exchange rate changes on cash - discontinued operations
|
(537
|
)
|
|
(390
|
)
|
||
Net cash flows used in discontinued operations
|
(8,509
|
)
|
|
(11,350
|
)
|
||
Net decrease in cash and cash equivalents
|
(19,004
|
)
|
|
(53,119
|
)
|
||
Cash and cash equivalents at beginning of period
|
39,526
|
|
|
113,018
|
|
||
Cash and cash equivalents at end of period
|
$
|
20,522
|
|
|
$
|
59,899
|
|
Less: cash and cash equivalents of discontinued operations
|
—
|
|
|
(16,974
|
)
|
||
Cash and cash equivalents of continuing operations at end of period
|
$
|
20,522
|
|
|
$
|
42,925
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Numerator:
|
|
|
|
||||
Net loss from continuing operations
|
$
|
(4,953
|
)
|
|
$
|
(23,087
|
)
|
Net loss from discontinued operations, net of tax
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
|
|
|
|
||||
Denominator:
|
|
|
|
||||
Basic weighted average shares outstanding
|
104,225
|
|
|
103,962
|
|
||
Effect of dilutive stock options, unvested restricted stock and unvested restricted share units
|
—
|
|
|
—
|
|
||
Diluted weighted average shares outstanding
|
104,225
|
|
|
103,962
|
|
||
|
|
|
|
||||
Basic net loss per common share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Basic net loss per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
|
|
|
||||
Diluted net loss per common share:
|
|
|
|
||||
Continuing operations
|
$
|
(0.05
|
)
|
|
$
|
(0.22
|
)
|
Discontinued operations
|
(0.98
|
)
|
|
(0.14
|
)
|
||
Diluted net loss per common share
|
$
|
(1.03
|
)
|
|
$
|
(0.36
|
)
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
$
|
27,732
|
|
|
$
|
42,355
|
|
Cost of sales
|
24,152
|
|
|
31,669
|
|
||
Gross profit
|
3,580
|
|
|
10,686
|
|
||
Selling, general and administrative expense
|
4,939
|
|
|
6,280
|
|
||
Other expense
|
348
|
|
|
546
|
|
||
Interest expense(1)
|
2,432
|
|
|
3,391
|
|
||
Translation loss(2)
|
95,120
|
|
|
—
|
|
||
Gain on sale of discontinued operations
|
(13,922
|
)
|
|
—
|
|
||
Net (loss) income from discontinued operations before income taxes
|
(85,337
|
)
|
|
469
|
|
||
Provision for income taxes(3)
|
15,700
|
|
|
483
|
|
||
Net loss from discontinued operations, net of tax
|
$
|
(101,037
|
)
|
|
$
|
(14
|
)
|
|
June 30,
|
||
ASSETS
|
2019
|
||
Cash and cash equivalents
|
$
|
8,509
|
|
Accounts receivable, less allowance for doubtful accounts
|
26,955
|
|
|
Inventories
|
65,546
|
|
|
Prepaid expenses and other current assets
|
9,038
|
|
|
Total current assets of discontinued operations(1)
|
110,048
|
|
|
Property, plant and equipment, net
|
40,516
|
|
|
Goodwill
|
133,098
|
|
|
Trademarks and other intangible assets, net
|
84,925
|
|
|
Other assets
|
628
|
|
|
Total noncurrent assets of discontinued operations(1)
|
259,167
|
|
|
Total assets of discontinued operations
|
$
|
369,215
|
|
|
|
||
LIABILITIES
|
|
||
Accounts payable
|
$
|
18,341
|
|
Accrued expenses and other current liabilities
|
4,675
|
|
|
Current portion of long-term debt
|
8,687
|
|
|
Total current liabilities of discontinued operations(1)
|
31,703
|
|
|
Deferred tax liabilities
|
17,153
|
|
|
Other noncurrent liabilities
|
208
|
|
|
Total noncurrent liabilities of discontinued operations(1)
|
17,361
|
|
|
Total liabilities of discontinued operations(1)
|
$
|
49,064
|
|
|
Three Months Ended September 30,
|
||||||
2019
|
|
2018
|
|||||
Net sales
|
$
|
—
|
|
|
$
|
113,539
|
|
Cost of sales
|
—
|
|
|
123,114
|
|
||
Gross loss
|
—
|
|
|
(9,575
|
)
|
||
Selling, general and administrative expense
|
—
|
|
|
4,243
|
|
||
Other expense
|
—
|
|
|
5,674
|
|
||
Loss on sale of discontinued operations(1)
|
1,424
|
|
|
—
|
|
||
Net loss from discontinued operations before income taxes
|
(1,424
|
)
|
|
(19,492
|
)
|
||
Benefit for income taxes
|
(393
|
)
|
|
(5,168
|
)
|
||
Net loss from discontinued operations, net of tax
|
$
|
(1,031
|
)
|
|
$
|
(14,324
|
)
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Finished goods
|
$
|
208,132
|
|
|
$
|
200,487
|
|
Raw materials, work-in-progress and packaging
|
93,219
|
|
|
98,854
|
|
||
|
$
|
301,351
|
|
|
$
|
299,341
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Land
|
$
|
14,012
|
|
|
$
|
14,240
|
|
Buildings and improvements
|
82,124
|
|
|
83,151
|
|
||
Machinery and equipment
|
289,363
|
|
|
274,554
|
|
||
Computer hardware and software
|
57,412
|
|
|
48,984
|
|
||
Furniture and fixtures
|
18,141
|
|
|
17,325
|
|
||
Leasehold improvements
|
40,738
|
|
|
32,264
|
|
||
Construction in progress
|
8,979
|
|
|
35,786
|
|
||
|
510,769
|
|
|
506,304
|
|
||
Less: Accumulated depreciation and amortization
|
222,665
|
|
|
218,459
|
|
||
|
$
|
288,104
|
|
|
$
|
287,845
|
|
|
Three Months Ended
|
||
|
September 30, 2019
|
||
Operating lease expenses
|
$
|
4,689
|
|
Finance lease expenses:
|
|
||
Amortization of ROU assets
|
280
|
|
|
Interest on lease liabilities
|
21
|
|
|
Total finance lease expenses
|
301
|
|
|
Variable lease expenses
|
859
|
|
|
Short-term lease expenses
|
440
|
|
|
Total lease expenses
|
$
|
6,289
|
|
Leases
|
Classification
|
September 30, 2019
|
||
Assets
|
|
|
||
Operating lease ROU assets
|
Operating lease right of use assets
|
$
|
81,830
|
|
Finance lease ROU assets, net
|
Property, plant and equipment, net
|
1,271
|
||
Total leased assets
|
|
$
|
83,101
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Operating
|
Accrued expenses and other current liabilities
|
$
|
13,687
|
|
Finance
|
Current portion of long-term debt
|
369
|
||
Non-current
|
|
|
||
Operating
|
Operating lease liabilities, noncurrent portion
|
$
|
74,249
|
|
Finance
|
Long-term debt, less current portion
|
380
|
||
Total lease liabilities
|
|
$
|
88,685
|
|
|
Three Months Ended
|
||
|
September 30, 2019
|
||
Supplemental cash flow information
|
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
3,735
|
|
Operating cash flows from finance leases
|
6
|
|
|
Financing cash flows from finance leases
|
119
|
|
|
Right-of-use assets obtained in exchange for lease obligations:
|
|
||
Operating leases
|
$
|
86,213
|
|
Finance leases
|
948
|
|
|
Weighted average remaining lease terms
|
|
||
Operating leases
|
8.9 years
|
|
|
Finance leases
|
2.3 years
|
|
|
Weighted average discount rates
|
|
||
Operating leases
|
3.2
|
%
|
|
Finance leases
|
2.2
|
%
|
|
Operating leases
|
Finance leases
|
Total
|
||||||
2019 (remainder of year)
|
$
|
11,335
|
|
$
|
273
|
|
$
|
11,608
|
|
2020
|
13,947
|
314
|
14,261
|
|
|||||
2021
|
11,787
|
139
|
11,926
|
|
|||||
2022
|
10,905
|
36
|
10,941
|
|
|||||
2023
|
9,185
|
9
|
9,194
|
|
|||||
Thereafter
|
38,538
|
0
|
38,538
|
|
|||||
Total lease payments
|
95,697
|
|
771
|
|
96,468
|
|
|||
Less: Imputed interest
|
7,761
|
22
|
7,783
|
|
|||||
Total lease liabilities
|
$
|
87,936
|
|
$
|
749
|
|
$
|
88,685
|
|
|
North America
|
|
International
|
|
Total
|
||||||
Balance as of June 30, 2019 (a)
|
$
|
612,590
|
|
|
$
|
263,291
|
|
|
$
|
875,881
|
|
Translation and other adjustments, net
|
(279
|
)
|
|
(8,531
|
)
|
|
(8,810
|
)
|
|||
Balance as of September 30, 2019 (a)
|
$
|
612,311
|
|
|
$
|
254,760
|
|
|
$
|
867,071
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Non-amortized intangible assets:
|
|
|
|
||||
Trademarks and tradenames (a)
|
$
|
286,848
|
|
|
$
|
291,199
|
|
Amortized intangible assets:
|
|
|
|
||||
Other intangibles
|
199,783
|
|
|
204,630
|
|
||
Less: accumulated amortization
|
(116,252
|
)
|
|
(115,543
|
)
|
||
Net carrying amount
|
$
|
370,379
|
|
|
$
|
380,286
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Amortization of acquired intangibles
|
$
|
3,083
|
|
|
$
|
3,359
|
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
Revolving credit facility
|
$
|
320,963
|
|
|
$
|
420,575
|
|
Term loan
|
—
|
|
|
206,250
|
|
||
Less: Unamortized issuance costs
|
—
|
|
|
(1,022
|
)
|
||
Other borrowings
|
4,646
|
|
|
4,966
|
|
||
|
325,609
|
|
|
630,769
|
|
||
Short-term borrowings and current portion of long-term debt
|
2,223
|
|
|
17,232
|
|
||
Long-term debt, less current portion
|
$
|
323,386
|
|
|
$
|
613,537
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Foreign currency translation adjustments:
|
|
|
|
||||
Other comprehensive income (loss) before reclassifications (1)
|
$
|
(38,942
|
)
|
|
$
|
(13,519
|
)
|
Amounts reclassified into income (2)
|
95,120
|
|
|
—
|
|
||
Deferred (losses)/gains on cash flow hedging instruments:
|
|
|
|
||||
Other comprehensive (loss) income before reclassifications
|
—
|
|
|
—
|
|
||
Amounts reclassified into income (3)
|
(68
|
)
|
|
—
|
|
||
Net change in accumulated other comprehensive income (loss)
|
$
|
56,110
|
|
|
$
|
(13,519
|
)
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Selling, general and administrative expense
|
$
|
2,737
|
|
|
$
|
(214
|
)
|
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
312
|
|
||
Discontinued operations
|
544
|
|
|
37
|
|
||
Total compensation cost recognized for stock-based compensation plans
|
$
|
3,281
|
|
|
$
|
135
|
|
Related income tax benefit
|
$
|
373
|
|
|
$
|
39
|
|
|
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, 2019
|
4,360
|
|
|
$
|
7.92
|
|
Granted
|
3
|
|
|
$
|
21.41
|
|
Vested
|
(40
|
)
|
|
$
|
24.68
|
|
Forfeited
|
(759
|
)
|
|
$
|
6.18
|
|
Non-vested restricted stock, restricted share units, and performance units at September 30, 2019
|
3,564
|
|
|
$
|
8.12
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Fair value of restricted stock and restricted share units granted
|
$
|
59
|
|
|
$
|
148
|
|
Fair value of shares vested
|
$
|
770
|
|
|
$
|
2,492
|
|
Tax benefit recognized from restricted shares vesting
|
$
|
59
|
|
|
$
|
620
|
|
|
Number of Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Life (years)
|
|
Aggregate
Intrinsic Value
|
|||||
Options outstanding and exercisable at June 30, 2019
|
122
|
|
|
$
|
2.26
|
|
|
|
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options outstanding and exercisable at September 30, 2019
|
122
|
|
|
$
|
2.26
|
|
|
11.8
|
|
$
|
2,344
|
|
•
|
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:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Equity investment
|
601
|
|
|
601
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
635
|
|
|
$
|
601
|
|
|
$
|
34
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
—
|
|
Total
|
$
|
203
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
$
|
—
|
|
|
Total
|
|
Quoted
prices in
active
markets
(Level 1)
|
|
Significant
other
observable
inputs
(Level 2)
|
|
Significant
unobservable
inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
44
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
626
|
|
|
—
|
|
|
626
|
|
|
—
|
|
||||
Equity investments
|
621
|
|
|
621
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,291
|
|
|
$
|
665
|
|
|
$
|
626
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Forward foreign currency contracts
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
Total
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net Sales:
|
|
|
|
||||
North America
|
$
|
271,701
|
|
|
$
|
291,191
|
|
International
|
210,375
|
|
|
227,287
|
|
||
|
$
|
482,076
|
|
|
$
|
518,478
|
|
|
|
|
|
||||
Operating Income/(Loss):
|
|
|
|
||||
North America
|
$
|
15,132
|
|
|
$
|
4,506
|
|
International
|
9,107
|
|
|
5,660
|
|
||
|
24,239
|
|
|
10,166
|
|
||
Corporate and Other (a)
|
(21,784
|
)
|
|
(38,130
|
)
|
||
|
$
|
2,455
|
|
|
$
|
(27,964
|
)
|
|
September 30,
2019 |
|
June 30,
2019 |
||||
United States
|
$
|
119,050
|
|
|
$
|
115,866
|
|
United Kingdom
|
130,629
|
|
|
132,876
|
|
||
All Other
|
84,072
|
|
|
87,277
|
|
||
Total
|
$
|
333,751
|
|
|
$
|
336,019
|
|
|
Three Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
United States
|
$
|
236,334
|
|
|
$
|
254,942
|
|
United Kingdom
|
161,581
|
|
|
179,436
|
|
||
All Other
|
84,161
|
|
|
84,100
|
|
||
Total
|
$
|
482,076
|
|
|
$
|
518,478
|
|
|
Three Months Ended
|
|
Change in
|
||||||||||||||
|
September 30, 2019
|
|
September 30, 2018
|
|
Dollars
|
|
Percentage
|
||||||||||
Net sales
|
$
|
482,076
|
|
|
100.0%
|
|
$
|
518,478
|
|
|
100.0%
|
|
$
|
(36,402
|
)
|
|
(7.0)%
|
Cost of sales
|
384,245
|
|
|
79.7%
|
|
429,570
|
|
|
82.9%
|
|
(45,325
|
)
|
|
(10.6)%
|
|||
Gross profit
|
97,831
|
|
|
20.3%
|
|
88,908
|
|
|
17.1%
|
|
8,923
|
|
|
10.0%
|
|||
Selling, general and administrative expenses
|
80,680
|
|
|
16.7%
|
|
75,977
|
|
|
14.7%
|
|
4,703
|
|
|
6.2%
|
|||
Amortization of acquired intangibles
|
3,083
|
|
|
0.6%
|
|
3,359
|
|
|
0.6%
|
|
(276
|
)
|
|
(8.2)%
|
|||
Productivity and transformation costs
|
14,175
|
|
|
2.9%
|
|
10,333
|
|
|
2.0%
|
|
3,842
|
|
|
37.2%
|
|||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
—%
|
|
19,553
|
|
|
3.8%
|
|
(19,553
|
)
|
|
*
|
|||
Proceeds from insurance claim
|
(2,562
|
)
|
|
(0.5)%
|
|
—
|
|
|
—%
|
|
(2,562
|
)
|
|
*
|
|||
Accounting review and remediation costs
|
—
|
|
|
—%
|
|
3,414
|
|
|
0.7%
|
|
(3,414
|
)
|
|
*
|
|||
Long-lived asset impairment
|
—
|
|
|
—%
|
|
4,236
|
|
|
0.8%
|
|
(4,236
|
)
|
|
*
|
|||
Operating income (loss)
|
2,455
|
|
|
0.5%
|
|
(27,964
|
)
|
|
(5.4)%
|
|
30,419
|
|
|
(108.8)%
|
|||
Interest and other financing expense, net
|
6,294
|
|
|
1.3%
|
|
4,314
|
|
|
0.8%
|
|
1,980
|
|
|
45.9%
|
|||
Other expense, net
|
1,328
|
|
|
0.3%
|
|
600
|
|
|
0.1%
|
|
728
|
|
|
121.3%
|
|||
Loss from continuing operations before income taxes and equity in net loss of equity-method investees
|
(5,167
|
)
|
|
(1.1)%
|
|
(32,878
|
)
|
|
(6.3)%
|
|
27,711
|
|
|
(84.3)%
|
|||
Benefit for income taxes
|
(531
|
)
|
|
(0.1)%
|
|
(9,966
|
)
|
|
(1.9)%
|
|
9,435
|
|
|
(94.7)%
|
|||
Equity in net loss of equity-method investees
|
317
|
|
|
—%
|
|
175
|
|
|
—%
|
|
142
|
|
|
81.1%
|
|||
Net loss from continuing operations
|
$
|
(4,953
|
)
|
|
(1.0)%
|
|
$
|
(23,087
|
)
|
|
(4.5)%
|
|
$
|
18,134
|
|
|
(78.5)%
|
Net loss from discontinued operations, net of tax
|
(102,068
|
)
|
|
(21.2)%
|
|
(14,338
|
)
|
|
(2.8)%
|
|
(87,730
|
)
|
|
(611.9)%
|
|||
Net loss
|
$
|
(107,021
|
)
|
|
(22.2)%
|
|
$
|
(37,425
|
)
|
|
(7.2)%
|
|
$
|
(69,596
|
)
|
|
186.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Adjusted EBITDA
|
$
|
32,090
|
|
|
6.7%
|
|
$
|
28,694
|
|
|
5.5%
|
|
$
|
3,396
|
|
|
11.8%
|
(dollars in thousands)
|
North America
|
|
International
|
|
Corporate and Other
|
|
Consolidated
|
||||||||
Net sales
|
|
|
|
|
|
|
|
||||||||
Three months ended 9/30/19
|
$
|
271,701
|
|
|
$
|
210,375
|
|
|
$
|
—
|
|
|
$
|
482,076
|
|
Three months ended 9/30/18
|
291,191
|
|
|
227,287
|
|
|
—
|
|
|
518,478
|
|
||||
$ change
|
$
|
(19,490
|
)
|
|
$
|
(16,912
|
)
|
|
n/a
|
|
|
$
|
(36,402
|
)
|
|
% change
|
(6.7
|
)%
|
|
(7.4
|
)%
|
|
n/a
|
|
|
(7.0
|
)%
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
Three months ended 9/30/19
|
$
|
15,132
|
|
|
$
|
9,107
|
|
|
$
|
(21,784
|
)
|
|
$
|
2,455
|
|
Three months ended 9/30/18
|
4,506
|
|
|
5,660
|
|
|
(38,130
|
)
|
|
(27,964
|
)
|
||||
$ change
|
$
|
10,626
|
|
|
$
|
3,447
|
|
|
$
|
16,346
|
|
|
$
|
30,419
|
|
% change
|
235.8
|
%
|
|
60.9
|
%
|
|
42.9
|
%
|
|
108.8
|
%
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income (loss) margin
|
|
|
|
|
|
|
|
||||||||
Three months ended 9/30/19
|
5.6
|
%
|
|
4.3
|
%
|
|
n/a
|
|
|
0.5
|
%
|
||||
Three months ended 9/30/18
|
1.5
|
%
|
|
2.5
|
%
|
|
n/a
|
|
|
(5.4
|
)%
|
|
Three Months Ended September 30,
|
|
Change in
|
|||||||||||
(amounts in thousands)
|
2019
|
|
2018
|
|
Dollars
|
|
Percentage
|
|||||||
Cash flows provided by (used in):
|
|
|
|
|
|
|
|
|||||||
Operating activities from continuing operations
|
$
|
(3,581
|
)
|
|
$
|
(19,570
|
)
|
|
$
|
15,989
|
|
|
81.7
|
%
|
Investing activities from continuing operations
|
(13,164
|
)
|
|
(22,913
|
)
|
|
9,749
|
|
|
42.5
|
%
|
|||
Financing activities from continuing operations
|
7,142
|
|
|
1,384
|
|
|
5,758
|
|
|
416.0
|
%
|
|||
Effect of exchange rate changes on cash from continuing operations
|
(892
|
)
|
|
(670
|
)
|
|
(222
|
)
|
|
(33.1
|
)%
|
|||
Decrease in cash from continuing operations
|
(10,495
|
)
|
|
(41,769
|
)
|
|
31,274
|
|
|
74.9
|
%
|
|||
Decrease in cash from discontinued operations
|
(8,509
|
)
|
|
(11,350
|
)
|
|
2,841
|
|
|
25.0
|
%
|
|||
Net decrease in cash and cash equivalents
|
$
|
(19,004
|
)
|
|
$
|
(53,119
|
)
|
|
$
|
34,115
|
|
|
64.2
|
%
|
(amounts in thousands)
|
North America
|
|
International
|
|
Hain Consolidated
|
||||||
Net sales - Three months ended 9/30/19
|
$
|
271,701
|
|
|
$
|
210,375
|
|
|
$
|
482,076
|
|
Impact of foreign currency exchange
|
356
|
|
|
11,338
|
|
|
11,694
|
|
|||
Net sales on a constant currency basis - Three months ended 9/30/19
|
$
|
272,057
|
|
|
$
|
221,713
|
|
|
$
|
493,770
|
|
|
|
|
|
|
|
||||||
Net sales - Three months ended 9/30/18
|
$
|
291,191
|
|
|
$
|
227,287
|
|
|
$
|
518,478
|
|
Net sales decline on a constant currency basis
|
(6.6
|
)%
|
|
(2.5
|
)%
|
|
(4.8
|
)%
|
|
Three Months Ended September 30,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(107,021
|
)
|
|
$
|
(37,425
|
)
|
Net loss from discontinued operations
|
(102,068
|
)
|
|
(14,338
|
)
|
||
Net loss from continuing operations
|
(4,953
|
)
|
|
(23,087
|
)
|
||
|
|
|
|
||||
Benefit for income taxes
|
(531
|
)
|
|
(9,966
|
)
|
||
Interest expense, net
|
4,552
|
|
|
3,804
|
|
||
Depreciation and amortization
|
13,923
|
|
|
12,860
|
|
||
Equity in net loss of equity-method investees
|
317
|
|
|
175
|
|
||
Stock-based compensation, net
|
2,737
|
|
|
(214
|
)
|
||
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement
|
—
|
|
|
312
|
|
||
Long-lived asset impairment
|
—
|
|
|
4,236
|
|
||
Unrealized currency losses
|
1,684
|
|
|
590
|
|
||
EBITDA
|
$
|
17,729
|
|
|
$
|
(11,290
|
)
|
|
|
|
|
||||
Productivity and transformation costs
|
14,175
|
|
|
10,333
|
|
||
Chief Executive Officer Succession Plan expense, net
|
—
|
|
|
19,241
|
|
||
Proceeds from insurance claims
|
(2,562
|
)
|
|
—
|
|
||
Accounting review and remediation costs
|
—
|
|
|
3,414
|
|
||
Warehouse/manufacturing facility start-up costs
|
1,879
|
|
|
4,599
|
|
||
SKU rationalization
|
(11
|
)
|
|
—
|
|
||
Plant closure related costs
|
832
|
|
|
1,828
|
|
||
Litigation and related expenses
|
48
|
|
|
569
|
|
||
Adjusted EBITDA
|
$
|
32,090
|
|
|
$
|
28,694
|
|
|
Three Months Ended September 30,
|
||||||
(amounts in thousands)
|
2019
|
|
2018
|
||||
Net cash used in operating activities - continuing operations
|
$
|
(3,581
|
)
|
|
$
|
(19,570
|
)
|
Purchase of property, plant and equipment
|
(13,164
|
)
|
|
(22,261
|
)
|
||
Operating free cash flow from continuing operations
|
$
|
(16,745
|
)
|
|
$
|
(41,831
|
)
|
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)
|
|||||
July 1, 2019 - July 31, 2019
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
250
|
|
August 1, 2019 - August 31, 2019
|
13,130
|
|
|
18.18
|
|
|
—
|
|
|
250
|
|
|
September 1, 2019 - September 30, 2019
|
3,423
|
|
|
21.32
|
|
|
—
|
|
|
250
|
|
|
Total
|
16,553
|
|
|
$
|
18.83
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|
|
(Registrant)
|
|
|
|
Date:
|
November 7, 2019
|
/s/ Mark L. Schiller
|
|
|
Mark L. Schiller,
President and Chief Executive Officer |
Date:
|
November 7, 2019
|
/s/ James Langrock
|
|
|
James Langrock,
Executive Vice President and Chief Financial Officer |
1.
|
Termination of Employment
|
5.
|
Indemnification
|
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;
|
e.
|
any and all claims for violation of the federal, or any state, constitution;
|
f.
|
any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
|
g.
|
any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
|
h.
|
any and all claims for attorneys’ fees and costs.
|
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
|
By:
|
/s/ Denise Faltischek By: /s/ Kristy Meringolo
|
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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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/s/ Mark L. Schiller
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Mark L. Schiller
President and Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q of The Hain Celestial Group, Inc.;
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2.
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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;
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3.
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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;
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4.
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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;
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c.
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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
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d.
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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
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5.
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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.
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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.
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/s/ James Langrock
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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
|
James Langrock
Executive Vice President and Chief Financial Officer
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