What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2020-08-25 compared with 2019-08-29 · 30 added, 13 removed, 46 unchanged (48% of the section changed)

7 unchanged sentences

The table below sets forth information regarding repurchases by the Company of its common stock during the periods indicated.

purchased (1)

purchased (1) (b)

per share (c)

Total number of

shares purchased

announced plans

announced plans (d)

number of shares that may yet be purchased under the plans (in millions) (2)

2 unchanged sentences

June 1, 2020 - June 30, 2020 1,097 31.34 — 189.8

Shares surrendered for payment of employee payroll taxes due on shares issued under stockholder approved stock-based compensation plans.

Total 121,637 $ 25.12 —

(1) Includes shares surrendered for payment of employee payroll taxes due on shares issued under stock-based compensation plans and shares repurchased under share repurchase programs approved by the Board of Directors.

See (2) below for further details.

(2) On June 21, 2017, the Company’s Board of Directors authorized the repurchase of up to $250 million of the Company’s issued and outstanding common stock.

Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise.

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.

During the three months ended June 30, 2020, the Company repurchased 112,693 shares pursuant to the repurchase program for a total of $2.8 million, excluding commissions, at an average price of $24.97 per share.

During fiscal 2020, the Company repurchased 2,551,211 shares pursuant to the repurchase program for a total of $60.2 million, excluding commissions, at an average price of $23.59 per share.

As of June 30, 2020, the Company had $189.8 million of remaining authorization under the share repurchase program.

The Company did not repurchase any shares under this program in fiscal 2019 or 2018.

7 unchanged sentences

Fiscal Year Ended June 30,

2020 2019 2018 2017** 2016**

Operating results:

Net (loss) income from continuing operations (a)

Net sales $ 2,053,903 $ 2,104,606 $ 2,265,670 $ 2,343,505 $ 2,392,864

Net income (loss) from continuing operations (a)

$ 25,634 $ (53,427) $ 74,744 $ 65,541 $ 27,571

Net (loss) income from discontinued operations, net of tax (b)

$ (106,041) $ (129,887) $ (65,050) $ 1,889 $ 19,858

Net (loss) income (a) (b)

Basic (loss) net income per common share:

$ (80,407) $ (183,314) $ 9,694 $ 67,430 $ 47,429

Basic net (loss) income per common share:

From continuing operations $ 0.25 $ (0.51) $ 0.72 $ 0.63 $ 0.27

4 unchanged sentences

From discontinued operations (1.02) (1.25) (0.63) 0.02 0.19

Net income per common share - diluted *

Net (loss) income per common share - diluted *

$ (0.77) $ (1.76) $ 0.09 $ 0.65 $ 0.46

Financial position:

Working capital (c)

$ 260,657 $ 240,285 $ 354,101 $ 534,287 $ 543,206

Total assets (c)

$ 2,188,452 $ 2,582,620 $ 2,946,674 $ 2,931,104 $ 3,008,080

Long-term debt, less current portion $ 281,118 $ 613,537 $ 687,501 $ 740,135 $ 835,787

1 unchanged sentence

* Net (loss) income per common share may not add in certain periods due to rounding

(a) Loss from continuing operations and net loss for fiscal 2019 included Chief Executive Officer Succession Plan expense, net, of $30.2 million , an impairment charge of $17.9 million related to certain of the Company’s trade names, impairments of long-lived assets of $15.8 million associated primarily with facilities closures in the United Kingdom and write downs of the value of certain machinery and equipment in the United States no longer in use, some of which was used to manufacture certain slow moving SKUs that were discontinued, and $4.3 million of accounting review costs, net of insurance proceeds.

Income from continuing operations and net income for fiscal 2018 included a goodwill impairment charge of $7.7 million in our Hain Ventures operating segment, an impairment charge of $8.4 million which related to long-lived assets associated with the closure of manufacturing facilities in the United States and United Kingdom and discontinuation of certain slow moving SKUs in the United States segment, an impairment charge of $5.6 million related to certain of the Company’s trade names and $9.3 million of accounting review costs.

** Fiscal 2017 and 2016 financial data include the discontinued operations of the Tilda business but exclude the discontinued operations of Hain Pure Protein.

See Note 5, Discontinued Operations and Assets Held for Sale, for a discussion of the Tilda and Hain Pure Protein discontinued operations.

(a) Net income from continuing operations and net loss for fiscal 2020 included impairment charges of $9.5 million related to indefinite-lived intangible assets (trade names) and $4.5 million related to definite-lived intangible assets (customer relationships), a goodwill impairment charge of $0.4 million relating to the Company’s anticipated divestiture of its Danival business and $12.3 million of non-cash impairment charges primarily related to a write-down of building improvements, machinery and equipment in the United States and Europe used to manufacture certain slow moving or low margin SKUs, held for sale accounting of Danival and consolidation of certain office space and manufacturing facilities.

Loss from continuing operations and net loss for fiscal 2019 included Former Chief Executive Officer Succession Plan expense, net, of $30.2 million, an impairment charge of $17.9 million related to certain of the Company’s trade names, impairments of long-lived assets of $15.8 million associated primarily with facilities closures in the United Kingdom and write downs of the value of certain machinery and equipment in the United States no longer in use, some of which was used to manufacture certain slow moving SKUs that were discontinued, and $4.3 million of accounting review costs, net of insurance proceeds.

Income from continuing operations and net income for fiscal 2018 included a goodwill impairment charge of $7.7 million related to our former Hain Ventures operating segment, an impairment charge of $8.4 million which related to long-lived assets associated with the closure of manufacturing facilities in the United States and United Kingdom and discontinuation of certain slow moving SKUs in the United States segment, an impairment charge of $5.6 million related to certain of the Company’s trade names and $9.3 million

of accounting review costs.

Income from continuing operations and net income for fiscal 2017 included an impairment charge of $26.4 million related primarily to long-lived assets associated with the exit of certain portions of our own-label chilled desserts business in the United Kingdom segment and an impairment charge of $14.1 million related to certain of the Company’s trade names.

1 unchanged sentence

Income from continuing operations and net income for fiscal 2016 included a goodwill impairment charge of $84.5 million and an impairment charge of $39.7 million related to certain of the Company’s trade names.

See Note 9, Goodwill and Other Intangible Assets , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

(b) Loss from discontinued operations and net loss for fiscal 2019 included a loss on sale of discontinued operations of $40.9 million .

(b) Loss from discontinued operations and net loss for fiscal 2020 included a reclassification of $95.1 million of cumulative translation losses from accumulated comprehensive loss to the Company’s results of the Tilda business’ discontinued operations and $4.5 million of adjustments to the sale of Tilda entities relating to post-closing adjustments.

Loss from discontinued operations and net loss for fiscal 2019 included a loss on sale of discontinued operations of $40.9 million.

Additionally, fiscal 2019 and 2018 included impairment charges of $109.3 million and $78.5 million, respectively, related to assets held for sale.

See Note 5, Discontinued Operations, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

See Note 5, Discontinued Operations and Assets Held for Sale , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

Balance Sheet Classification of Deferred Taxes , deferred tax assets and liabilities for fiscal year 2016 previously classified as current are presented as non-current.

Fiscal year 2015 has not been adjusted.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity