Hain Celestial(HAIN) - 2020 Q2 - Quarterly Report

Part I - Financial Information This section provides the unaudited consolidated financial statements and management's discussion and analysis for the company Item 1. Financial Statements This section presents the unaudited consolidated financial statements and detailed notes for the periods ended December 31, 2019 and 2018 Consolidated Balance Sheets Balance sheets show decreased assets and liabilities due to divestitures and debt repayments, with stable equity Consolidated Balance Sheets (in thousands) | Metric | Dec 31, 2019 (in thousands) | Jun 30, 2019 (in thousands) | | :----------------------------------- | :-------------------------- | :-------------------------- | | Total assets | $2,284,945 | $2,582,620 | | Total liabilities | $763,862 | $1,063,301 | | Total stockholders' equity | $1,521,083 | $1,519,319 | | Cash and cash equivalents | $37,024 | $31,017 | | Current assets of discontinued operations | — | $110,048 | | Noncurrent assets of discontinued operations | — | $259,167 | | Current portion of long-term debt | $1,387 | $17,232 | | Long-term debt, less current portion | $324,864 | $613,537 | Consolidated Statements of Operations Operating income improved and net loss from continuing operations reduced despite lower sales, due to fewer charges Consolidated Statements of Operations (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales | $506,784 | $533,566 | $988,860 | $1,052,044 | | Gross profit | $105,607 | $101,351 | $203,438 | $190,259 | | Operating income (loss) | $9,191 | $(20,880) | $11,646 | $(48,844) | | Net income (loss) from continuing operations | $1,852 | $(31,787) | $(3,101) | $(54,874) | | Net loss from discontinued operations, net of tax | $(2,816) | $(34,714) | $(104,884) | $(49,052) | | Net loss | $(964) | $(66,501) | $(107,985) | $(103,926) | | Basic net income (loss) per common share from continuing operations | $0.02 | $(0.31) | $(0.03) | $(0.53) | | Diluted net loss per common share | $(0.01) | $(0.64) | $(1.04) | $(1.00) | Consolidated Statements of Comprehensive Income (Loss) Comprehensive income improved significantly due to positive currency translation adjustments and reclassification from discontinued operations Consolidated Statements of Comprehensive Income (Loss) (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss | $(964) | $(66,501) | $(107,985) | $(103,926) | | Foreign currency translation adjustments before reclassifications | $48,655 | $(27,948) | $9,713 | $(41,467) | | Reclassification of currency translation adjustment included in Net loss from discontinued operations, net of tax | — | — | $95,120 | — | | Total comprehensive income (loss) | $47,733 | $(94,449) | $(3,178) | $(145,393) | Consolidated Statement of Stockholders' Equity Stockholders' equity slightly increased due to comprehensive income, offset by net loss and compensation adjustments Consolidated Statement of Stockholders' Equity (in thousands) | Metric (in thousands) | Balance at Jun 30, 2019 | Balance at Dec 31, 2019 | | :--------------------------------------- | :---------------------- | :---------------------- | | Common Stock (shares) | 108,833 | 109,019 | | Common Stock (amount at $.01) | $1,088 | $1,091 | | Additional Paid-in Capital | $1,158,257 | $1,164,618 | | Retained Earnings | $695,017 | $586,593 | | Treasury Stock (shares) | 4,614 | 4,658 | | Treasury Stock (amount) | $(110,039) | $(111,022) | | Accumulated Other Comprehensive Loss | $(225,004) | $(120,197) | | Total Stockholders' Equity | $1,519,319 | $1,521,083 | - The company adopted ASU 2016-02 (Leases) effective July 1, 2019, resulting in a cumulative-effect adjustment to opening retained earnings of $(439) thousand for the impairment of an abandoned ROU asset[26] Consolidated Statements of Cash Flows Operating cash flow from continuing operations increased, investing cash flow decreased, and financing cash flow reduced due to debt repayments Consolidated Statements of Cash Flows (in thousands) | Metric (in thousands) | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | | Net loss | $(107,985) | $(103,926) | | Net cash provided by (used in) operating activities - continuing operations | $17,148 | $(4) | | Net cash used in investing activities - continuing operations | $(16,217) | $(37,135) | | Net cash provided by financing activities - continuing operations | $3,694 | $14,881 | | Net cash flows used in discontinued operations | $(8,509) | $(11,225) | | Net decrease in cash and cash equivalents and restricted cash | $(2,502) | $(34,975) | | Cash and cash equivalents at end of period | $37,024 | $78,043 | Notes to Consolidated Financial Statements Notes detail accounting policies, significant events, and financial items, including strategy, divestitures, segments, and debt 1. BUSINESS Hain Celestial focuses on organic and natural products, simplifying its portfolio, and divesting non-strategic businesses - Hain Celestial's mission is 'To Create and Inspire A Healthier Way of Life™' by being a leading marketer, manufacturer, and seller of organic and natural, 'better-for-you' products[30] - The company's strategy involves simplifying its portfolio, reallocating resources to 'Get Bigger' (strongest, higher margin, high-growth) and 'Get Better' (simplification, profit expansion) brands, and reducing unproductive SKUs and brands[32][33][34] - Recent divestitures include the Hain Pure Protein reportable segment, WestSoy® tofu, seitan and tempeh businesses (fiscal 2019), Tilda operating segment (August 2019), and Arrowhead Mills® and SunSpire® brands (October 2019)[35][38][64][88][148][152] 2. BASIS OF PRESENTATION Unaudited financials follow U.S. GAAP; ASU 2016-02 adoption led to recording lease ROU assets and liabilities - The company adopted ASU 2016-02, Leases (Topic 842), effective July 1, 2019, using a modified retrospective approach, recording operating lease ROU assets of $87,414 thousand and lease liabilities of $92,982 thousand[49][50] - A cumulative-effect adjustment of $439 thousand was recorded to opening retained earnings due to the impairment of an abandoned ROU asset for a UK manufacturing facility[50] 3. FORMER CHIEF EXECUTIVE OFFICER SUCCESSION PLAN Significant CEO succession plan expenses were incurred in fiscal 2018, with no comparable costs in 2019 CEO Succession Plan Expenses (in thousands) | Expense Category (in thousands) | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | | CEO Succession Plan expense, net | $10,148 | $29,701 | | Cash separation payment | N/A | $34,295 (paid May 6, 2019) | | Cash benefits continuation costs | N/A | $208 | | Stock-based compensation expense (accelerated vesting) | $117 | $429 | | Consulting fee (Mr. Simon) | $650 | $650 | - No Chief Executive Officer Succession Plan expense was recognized in the three and six months ended December 31, 2019[54] 4. EARNINGS (LOSS) PER SHARE Net loss per share improved for three months but worsened for six months due to discontinued operations Earnings (Loss) Per Share | Metric | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic net income (loss) per common share from continuing operations | $0.02 | $(0.31) | $(0.03) | $(0.53) | | Basic net loss per common share from discontinued operations | $(0.03) | $(0.33) | $(1.01) | $(0.47) | | Basic net loss per common share | $(0.01) | $(0.64) | $(1.04) | $(1.00) | | Diluted net loss per common share | $(0.01) | $(0.64) | $(1.04) | $(1.00) | - Due to net losses, common stock equivalents were excluded from diluted EPS calculations for the six months ended December 31, 2019, and the three and six months ended December 31, 2018, as their effect would have been anti-dilutive[60] - As of December 31, 2019, the company had $250 million remaining capacity under its share repurchase program, with no shares repurchased under this program during the period[63] 5. DISCONTINUED OPERATIONS Divestitures of Tilda and Hain Pure Protein segments significantly impacted financials, leading to reclassified translation losses - The Tilda operating segment was sold on August 27, 2019, for $341.8 million in cash, with proceeds used to repay outstanding debt[64] - The Hain Pure Protein reportable segment (Plainville Farms, FreeBird, Empire Kosher businesses) was fully divested in fiscal 2019 to reduce complexity and simplify the brand portfolio[71][73][74] Discontinued Operations Financials (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales (Tilda) | $2,667 | $50,590 | $30,399 | $92,945 | | Net (loss) income from discontinued operations, net of tax (Tilda) | $(2,816) | $2,509 | $(103,853) | $2,495 | | Net sales (Hain Pure Protein) | — | $147,181 | — | $260,720 | | Net loss from discontinued operations, net of tax (Hain Pure Protein) | — | $(37,223) | $(1,031) | $(51,547) | - At the completion of the Tilda sale, $95.1 million of related cumulative translation losses were reclassified from Accumulated other comprehensive loss to discontinued operations, net of tax[67][106][211] 6. INVENTORIES Inventories decreased due to write-downs from discontinuing slow-moving SKUs in a product rationalization initiative Inventories (in thousands) | Inventory Category (in thousands) | Dec 31, 2019 | Jun 30, 2019 | | :--------------------------------------- | :----------- | :----------- | | Finished goods | $192,587 | $199,754 | | Raw materials, work-in-progress and packaging | $90,540 | $99,587 | | Total Inventories | $283,127 | $299,341 | | Inventory write-downs (6 months ended Dec 31, 2019) | $3,916 | N/A | - Inventory write-downs of $3,916 thousand were recorded during the six months ended December 31, 2019, due to the discontinuance of slow-moving SKUs[77] 7. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant, and equipment slightly increased; depreciation rose, but no impairment charges were recorded in 2019 Property, Plant and Equipment, Net (in thousands) | Asset Category (in thousands) | Dec 31, 2019 | Jun 30, 2019 | | :--------------------------------------- | :----------- | :----------- | | Land | $14,323 | $14,240 | | Buildings and improvements | $84,883 | $83,151 | | Machinery and equipment | $290,712 | $274,554 | | Total Property, Plant and Equipment, net | $298,558 | $287,845 | | Depreciation and amortization expense (3 months) | $8,024 | $6,757 | | Depreciation and amortization expense (6 months) | $15,729 | $14,230 | - No impairment charges were recorded during the six months ended December 31, 2019, compared to $5,275 thousand in the prior year related to manufacturing consolidation and discontinued SKUs[79] 8. LEASES ASU 2016-02 adoption led to recognizing lease ROU assets and liabilities, with operating leases having an 8.6-year term Lease Expenses (in thousands) | Lease Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2019 | | :--------------------------------------- | :-------------------------- | :-------------------------- | | Operating lease expenses | $4,800 | $9,489 | | Finance lease expenses | $188 | $489 | | Variable lease expenses | $381 | $1,240 | | Short-term lease expenses | $419 | $859 | | Total lease expenses | $5,788 | $12,077 | Lease Balance Sheet Items (in thousands) | Balance Sheet Item (in thousands) | Dec 31, 2019 | | :--------------------------------------- | :----------- | | Operating lease ROU assets | $83,845 | | Finance lease ROU assets, net | $1,267 | | Total leased assets | $85,112 | | Total lease liabilities | $91,147 | | Weighted average remaining lease term (Operating) | 8.6 years | | Weighted average discount rate (Operating) | 2.7% | 9. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill slightly increased; a $1.9 million tradename impairment charge was recognized, significantly lower than prior year Goodwill and Other Intangible Assets (in thousands) | Metric (in thousands) | Jun 30, 2019 | Dec 31, 2019 | | :--------------------------------------- | :----------- | :----------- | | Goodwill (Total) | $875,881 | $879,705 | | Goodwill (North America) | $612,590 | $608,201 | | Goodwill (International) | $263,291 | $271,504 | | Trademarks and tradenames (Non-amortized) | $291,199 | $293,362 | | Other intangibles (Amortized, net) | $89,087 | $85,434 | | Total Trademarks and other intangible assets, net | $380,286 | $378,796 | - A tradename impairment charge of $1,889 thousand was recognized in the North America segment for the three months ended December 31, 2019, compared to $17,900 thousand in the prior year[92] - Goodwill of $4,357 thousand was assigned to the divested Arrowhead and Sunspire businesses[88] 10. DEBT AND BORROWINGS Total debt significantly decreased due to Tilda sale proceeds used for loan prepayment and credit facility repayment Debt and Borrowings (in thousands) | Debt Category (in thousands) | Dec 31, 2019 | Jun 30, 2019 | | :--------------------------------------- | :----------- | :----------- | | Revolving credit facility | $321,700 | $420,575 | | Term loan | — | $206,250 | | Total debt and borrowings | $326,251 | $630,769 | | Long-term debt, less current portion | $324,864 | $613,537 | - The company used proceeds from the Tilda sale to prepay the entire $206.25 million term loan and partially pay down its revolving credit facility, resulting in a $973 thousand write-off of unamortized deferred debt issuance costs[96] - As of December 31, 2019, $668.6 million was available under the Amended Credit Agreement, and the company was in compliance with all associated covenants[100][221] 11. INCOME TAXES Effective income tax rates were an expense, impacted by tax reform and earnings mix; discontinued operations saw a Tilda sale tax benefit Income Taxes | Metric | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Effective income tax rate from continuing operations | 31.8% (expense) | 19.1% (expense) | 25.0% (expense) | 8.2% (benefit) | | Income tax from discontinued operations | $1,835 (benefit) | $22,859 (benefit) | $13,472 (expense) | $27,544 (benefit) | - The income tax expense for the six months ended December 31, 2019, was impacted by $15,250 thousand of tax related to the tax gain on the sale of the Tilda Group Entities[104] 12. ACCUMULATED OTHER COMPREHENSIVE LOSS Accumulated other comprehensive loss improved significantly due to positive currency translation and Tilda reclassification Accumulated Other Comprehensive Loss (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Foreign currency translation adjustments before reclassifications | $48,655 | $(27,948) | $9,713 | $(41,467) | | Amounts reclassified into income (currency translation adjustment) | — | — | $95,120 | — | | Net change in accumulated other comprehensive loss | $48,697 | $(27,948) | $104,807 | $(41,467) | - The reclassification of $95.1 million of translation losses from the Tilda business into discontinued operations significantly impacted the six-month change[106] 13. STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS Stock-based compensation cost increased, with substantial unrecognized expense; restricted stock activity included grants and forfeitures Stock-Based Compensation Cost (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Total compensation cost recognized for stock-based compensation plans | $3,083 | $1,911 | $6,364 | $2,046 | | Related income tax benefit | $297 | $256 | $670 | $295 | Restricted Stock Activity (shares) | Restricted Stock Activity (in thousands) | Jun 30, 2019 | Dec 31, 2019 | | :--------------------------------------- | :----------- | :----------- | | Non-vested restricted stock, restricted share units, and performance units outstanding | 2,729 shares | 1,933 shares | | Granted | 486 shares | N/A | | Vested | (188) shares | N/A | | Forfeited | (1,094) shares | N/A | - At December 31, 2019, there was $20,957 thousand of unrecognized stock-based compensation expense, expected to be recognized over a weighted average period of 1.8 years[111] 14. INVESTMENTS Investment in Chop't Creative Salad Company LLC, accounted for by equity method, slightly decreased in carrying value Investment in Chop't (in thousands) | Investment (in thousands) | Dec 31, 2019 | Jun 30, 2019 | | :--------------------------------------- | :----------- | :----------- | | Carrying value of investment in Chop't | $14,287 | $14,632 | - The investment in Chop't Creative Salad Company LLC is accounted for under the equity method due to the company's representation on its Board of Directors[113] 15. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE Financial instruments, including cash equivalents and currency contracts, are measured at fair value to manage exchange rate risk Financial Instruments Measured at Fair Value (in thousands) | Financial Instrument (in thousands) | Dec 31, 2019 (Total) | Dec 31, 2019 (Level 1) | Dec 31, 2019 (Level 2) | | :--------------------------------------- | :------------------- | :--------------------- | :--------------------- | | Cash equivalents | $3,006 | $3,006 | — | | Forward foreign currency contracts (Assets) | $374 | — | $374 | | Equity investment | $652 | $652 | — | | Forward foreign currency contracts (Liabilities) | $709 | — | $709 | - The company uses derivative financial instruments, such as forward foreign currency contracts, to manage exposure to foreign currency exchange rate changes, not for speculative purposes[119] 16. COMMITMENTS AND CONTINGENCIES Company faces securities class action and derivative lawsuits, but expects no material adverse financial impact - Multiple securities class action complaints (Flora, Lynn, Spadola) were consolidated into the 'Consolidated Securities Action' alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934[123][124] - Stockholder derivative complaints (Paperny, Scarola, Shakir) were consolidated into the 'Consolidated Derivative Action' alleging breach of fiduciary duty, unjust enrichment, lack of oversight, and corporate waste[125] - The company believes the reasonably possible losses from these litigations are not material and will not have a material adverse effect on its consolidated results of operations, financial position, cash flows, or liquidity[130][256] 17. SEGMENT INFORMATION Segments reorganized to North America and International, aligning with strategy; Tilda is now a discontinued operation - Effective July 1, 2019, the company changed its reportable segments to North America (combining former United States, Canada, and Hain Ventures) and International (combining former United Kingdom and Europe)[41][132][156] Segment Net Sales and Operating Income (Loss) (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net Sales (North America) | $280,693 | $305,574 | $552,394 | $596,765 | | Net Sales (International) | $226,091 | $227,992 | $436,466 | $455,279 | | Operating Income (Loss) (North America) | $20,062 | $9,563 | $35,194 | $14,069 | | Operating Income (Loss) (International) | $12,899 | $15,153 | $22,006 | $20,813 | | Operating Income (Loss) (Corporate and Other) | $(23,770) | $(45,596) | $(45,554) | $(83,726) | Net Sales by Product Category (in thousands) | Net Sales by Product Category (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Grocery | $357,972 | $380,497 | $707,774 | $763,094 | | Snacks | $72,274 | $72,298 | $148,673 | $144,139 | | Tea | $39,045 | $39,586 | $60,483 | $61,329 | | Personal Care | $37,493 | $41,185 | $71,930 | $83,482 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section analyzes financial performance, condition, and results, covering sales, profit, expenses, taxes, and liquidity Overview Hain Celestial focuses on organic products, simplifying its portfolio, and divesting non-strategic assets like Tilda and Hain Pure Protein - The company's strategy is to simplify its portfolio and reinvigorate profitable sales growth by discontinuing uneconomic investment, realigning resources, reducing unproductive SKUs, and reassessing pricing[145] - 'Get Bigger' brands are strong, high-margin brands in growing categories, receiving increased marketing and innovation investments. 'Get Better' brands focus on simplification and profit expansion, with approximately 350 low-velocity SKUs eliminated in fiscal 2019[146][147] - The Tilda operating segment and Hain Pure Protein reportable segment were divested, and the company reorganized its reportable segments into North America and International effective July 1, 2019[152][153][156] Comparison of Three Months Ended December 31, 2019 to Three Months Ended December 31, 2018 Net sales decreased by 5.0%, but gross profit increased by 4.2%, leading to significant operating income improvement Financial Performance (Three Months Ended December 31) (in thousands) | Metric (in thousands) | Dec 31, 2019 | Dec 31, 2018 | Change ($) | Change (%) | | :--------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net sales | $506,784 | $533,566 | $(26,782) | (5.0)% | | Gross profit | $105,607 | $101,351 | $4,256 | 4.2% | | Selling, general and administrative expenses | $79,078 | $78,496 | $582 | 0.7% | | Productivity and transformation costs | $12,260 | $9,872 | $2,388 | 24.2% | | Chief Executive Officer Succession Plan expense, net | — | $10,148 | $(10,148) | * | | Long-lived asset and intangibles impairment | $1,889 | $19,473 | $(17,584) | * | | Operating income (loss) | $9,191 | $(20,880) | $30,071 | 144.0% | | Net income (loss) from continuing operations | $1,852 | $(31,787) | $33,639 | 105.8% | | Net loss from discontinued operations, net of tax | $(2,816) | $(34,714) | $31,898 | 91.9% | | Adjusted EBITDA | $45,047 | $37,888 | $7,159 | 18.9% | - Gross profit margin increased to 20.8% from 19.0% in the prior year quarter, driven by efficient trade spending and supply chain cost reductions[161] - North America net sales decreased by 8.1% due to the strategic decision to no longer support certain lower margin SKUs, while International net sales remained flat on a constant currency basis[160][185][186] Comparison of Six Months Ended December 31, 2019 to Six Months Ended December 31, 2018 Net sales decreased by 6.0%, gross profit increased by 6.9%, and operating income improved, despite higher loss from discontinued operations Financial Performance (Six Months Ended December 31) (in thousands) | Metric (in thousands) | Dec 31, 2019 | Dec 31, 2018 | Change ($) | Change (%) | | :--------------------------------------- | :----------- | :----------- | :--------- | :--------- | | Net sales | $988,860 | $1,052,044 | $(63,184) | (6.0)% | | Gross profit | $203,438 | $190,259 | $13,179 | 6.9% | | Selling, general and administrative expenses | $159,758 | $154,473 | $5,285 | 3.4% | | Productivity and transformation costs | $26,435 | $20,205 | $6,230 | 30.8% | | Chief Executive Officer Succession Plan expense, net | — | $29,701 | $(29,701) | * | | Long-lived asset and intangibles impairment | $1,889 | $23,709 | $(21,820) | * | | Operating income (loss) | $11,646 | $(48,844) | $60,490 | 123.8% | | Net loss from continuing operations | $(3,101) | $(54,874) | $51,773 | 94.3% | | Net loss from discontinued operations, net of tax | $(104,884) | $(49,052) | $(55,832) | (113.8)% | | Adjusted EBITDA | $77,137 | $66,583 | $10,554 | 15.9% | - Gross profit margin increased to 20.6% from 18.1% in the prior year period, driven by efficient trade spending and supply chain cost reductions[192] - Net loss from discontinued operations, net of tax, for the six months ended December 31, 2019, included a reclassification of $95.1 million of cumulative translation losses from Accumulated comprehensive loss related to the Tilda business[211] Liquidity and Capital Resources Liquidity is strong with $668.6 million available credit; operating free cash flow from continuing operations significantly improved - As of December 31, 2019, $668.6 million was available under the Amended Credit Agreement, and the company was in compliance with all associated covenants[221] Cash Flow Summary (in thousands) | Cash Flow Metric (in thousands) | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | Change ($) | Change (%) | | :--------------------------------------- | :-------------------------- | :-------------------------- | :--------- | :--------- | | Cash provided by (used in) operating activities from continuing operations | $17,148 | $(4) | $17,152 | * | | Cash used in investing activities from continuing operations | $(16,217) | $(37,135) | $20,918 | 56.3% | | Cash provided by financing activities from continuing operations | $3,694 | $14,881 | $(11,187) | (75.2)% | | Operating Free Cash Flow from Continuing Operations | $(12,189) | $(41,002) | $28,813 | 70.3% | - The improvement in operating free cash flow from continuing operations was primarily due to an improvement in net loss adjusted for non-cash charges, decreased capital expenditures, and reduced cash used in working capital accounts[229] Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures This section reconciles non-U.S. GAAP financial measures, including Adjusted EBITDA, to their U.S. GAAP equivalents - Constant currency presentation provides transparency to underlying performance by excluding foreign currency exchange rate fluctuations[233] Non-U.S. GAAP Financial Measures (in thousands) | Metric (in thousands) | 3 Months Ended Dec 31, 2019 | 3 Months Ended Dec 31, 2018 | 6 Months Ended Dec 31, 2019 | 6 Months Ended Dec 31, 2018 | | :--------------------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net sales on a constant currency basis (Hain Consolidated) | $508,796 | $533,566 | $1,002,566 | $1,052,044 | | Net sales (decline) growth on a constant currency basis (Hain Consolidated) | (4.6)% | N/A | (4.7)% | N/A | | Adjusted EBITDA | $45,047 | $37,888 | $77,137 | $66,583 | - Adjusted EBITDA is defined as net income (loss) before income taxes, net interest expense, depreciation and amortization, impairment of long-lived and intangible assets, equity in the earnings of equity-method investees, stock-based compensation, Productivity and transformation costs, and other adjustments[235] Item 3. Quantitative and Qualitative Disclosures About Market Risk No significant changes in market risk exposures were reported for the current interim periods - No significant changes in market risk were reported for the three and six months ended December 31, 2019, compared to the prior fiscal year[244] Item 4. Controls and Procedures CEO and CFO confirmed effective disclosure controls, with no material changes in internal financial reporting controls - The CEO and CFO concluded that disclosure controls and procedures were effective as of December 31, 2019[245] - No material changes in internal control over financial reporting occurred during the three months ended December 31, 2019[247] Part II - Other Information This section provides information on legal proceedings, risk factors, equity sales, and other corporate updates Item 1. Legal Proceedings Company faces consolidated securities class action and derivative lawsuits, but anticipates no material adverse financial impact - Multiple securities class action complaints were consolidated into the 'Consolidated Securities Action', alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934[250] - Stockholder derivative complaints were consolidated into the 'Consolidated Derivative Action', alleging breach of fiduciary duty, unjust enrichment, lack of oversight, and corporate waste[251] - The company believes the probable final outcome of these matters will not have a material adverse effect on its consolidated results of operations, financial position, cash flows, or liquidity[256] Item 1A. Risk Factors No material changes to the company's risk factors were reported since the prior fiscal year's Annual Report - No material changes to the company's risk factors were reported since the Annual Report on Form 10-K for the fiscal year ended June 30, 2019[257] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No shares were repurchased under the $250 million program, but shares were surrendered for employee payroll taxes Share Repurchase Activity | Period | Total shares purchased (1) | Average price paid per share | Maximum number of shares that may yet be purchased under the plans (in millions of dollars) (2) | | :--------------------------------------- | :------------------------- | :--------------------------- | :------------------------------------------------------------------------------------------ | | October 1, 2019 - October 31, 2019 | 1,921 | $20.85 | 250 | | November 1, 2019 - November 30, 2019 | 16,375 | $24.33 | 250 | | December 1, 2019 - December 31, 2019 | 8,991 | $25.95 | 250 | | Total | 27,287 | $24.62 | N/A | - Shares purchased were primarily those surrendered for payment of employee payroll taxes due on shares issued under stock-based compensation plans[260] - As of December 31, 2019, the company had not repurchased any shares under its $250 million publicly announced share repurchase program[260] Item 5. Other Information Board member Roger Meltzer resigned, and North America President Kevin McGahren is departing, with his role eliminated - Roger Meltzer resigned from the Board of Directors effective February 6, 2020, due to increasing demands from his primary professional role[261] - Kevin McGahren, President, North America, is departing the company effective February 7, 2020; his position will be eliminated, and responsibilities transitioned to other executives[263] - Mr. McGahren is entitled to receive severance of $832.5 thousand, and his performance share units under the 2019-2021 LTIP will be forfeited[263] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including corporate documents, agreements, and certifications - Exhibits include corporate organizational documents, the Fourth Amendment to the Third Amended and Restated Credit Agreement, offer letters, separation agreements, and certifications from the CEO and CFO[265] Signatures The report was signed by the President and CEO, and Executive Vice President and CFO on February 6, 2020 - The report was signed by Mark L. Schiller, President and CEO, and Javier H. Idrovo, Executive Vice President and CFO, on February 6, 2020[269]