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Item 5. Market for Registrant’s Common Equity

2021-08-26 compared with 2020-08-25 · 8 added, 55 removed, 21 unchanged (75% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Outstanding shares of our common stock, par value $.01 per share, are listed on the Nasdaq Global Select Market under the ticker symbol “HAIN”.

As of August 18, 2020 , there were 249 holders of record of our common stock.

Outstanding shares of our common stock, par value $0.01 per share, are listed on The Nasdaq Stock Market LLC under the ticker symbol “HAIN”.

As o f August 19, 2021, there were 231 holders o f record of our common stock.

We have not paid any cash dividends on our common stock to date.

8 unchanged sentences

announced plans (d)

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

Approximate dollar value of shares that may yet be purchased under the plans (in millions) (2)

April 1, 2021 - April 30, 2021 249,482 $ 41.39 242,040 $ 99.5

5 unchanged sentences

(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.

During the three months ended June 30, 2021, the Company repurchased 672,418 shares pursuant to the 2017 authorization for a total of $27.2 million, excluding commissions, at an average price of $40.41 per share.

As of June 30, 2021, the Company had $82.4 million remaining under the 2017 authorization.

In August 2021, the Company announced that its Board of Directors approved an additional $300 million share repurchase authorization, which is not reflected in the table above.

Share repurchases under the 2021 authorization will commence after the 2017 authorization is fully utilized, at the Company’s discretion.

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.

The authorizations do not have a stated expiration date.

Stock Performance Graph

The following graph compares the performance of our common stock to the S&P 500 Index, the S&P Smallcap 600 Index and the S&P Packaged Foods & Meats Index (in which we are included) for the period from June 30, 2016 through June 30, 2021.

Selected Financial Data

The following information has been summarized from our financial statements.

The information set forth below is not necessarily indicative of results of future operations and should be read in conjunction with Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and the consolidated financial statements and related notes thereto included in Item 8 of this Form 10-K to fully understand factors that may affect the comparability of the information presented below, including the completion of several business combinations in recent years.

Refer to Note 6, Acquisitions , in the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for additional information.

Amounts are presented in thousands except per share amounts.

Fiscal Year Ended June 30,

2020 2019 2018 2017** 2016**

Operating results:

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)

$ (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

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

Net (loss) income per common share - basic $ (0.77) $ (1.76) $ 0.09 $ 0.65 $ 0.46

Diluted net (loss) income per common share:

From continuing operations $ 0.25 $ (0.51) $ 0.72 $ 0.63 $ 0.26

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

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

Stockholders’ equity $ 1,443,554 $ 1,519,319 $ 1,737,049 $ 1,712,832 $ 1,664,514

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

** 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.

Additionally, income from continuing operations and net income for fiscal 2017 were impacted by $29.6 million of accounting review costs.

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.

(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 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.

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