ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

6 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

Assets Held for Sale

Fruit

In August 2020, the Company’s Board of Directors approved a plan to sell the operations of its prepared fresh fruit, fresh fruit drinks and fresh fruit desserts division ("Fruit"), primarily consisting of the Orchard House Foods Limited business and associated brands. This decision supported the Company's overall strategy as the Fruit business did not align, and had limited synergies, with the rest of the Company's businesses. Fruit operated out of the United Kingdom and was part of the Company's International reportable segment, comprising 6.8% and 9.7% of the Company's net sales during the six months ended December 31, 2020 and 2019, respectively. The Company determined that the held for sale criteria was met and classified the assets and liabilities of the Fruit business as held for sale as of September 30 and December 31, 2020, recognizing a pre-tax non-cash loss for the three and six months ended December 31, 2020 of $23,596 and $56,093, respectively, to reduce the carrying value to its estimated fair value, less costs to sell. The sale of the Fruit business was completed on January 13, 2021, as disclosed in Note 20, Subsequent Event.

The assets and liabilities of the Fruit business classified as held for sale in the Company's Consolidated Balance Sheets consisted of the following:


	December 31,
	2020
ASSETS
Cash and cash equivalents	$	13,808
Accounts receivable, less allowance for doubtful accounts	8,574
Inventories	5,014
Prepaid expenses and other current assets	2,743
Property, plant and equipment, net	24,971
Goodwill	14,323
Other intangible assets, net	36,074
Operating lease right-of-use assets	5,607
Allowance for reduction of assets held for sale	(58,286)
Assets held for sale	$	52,828
LIABILITIES
Accounts payable	$	10,373
Accrued expenses and other current liabilities	4,569
Operating lease liabilities	5,311
Deferred tax liabilities	7,278
Other liabilities	1,761
Liabilities related to assets held for sale	$	29,292

Danival

The Company entered into a definitive stock purchase agreement on June 30, 2020 for the sale of its Danival business, a component of the International reportable segment, and the transaction closed on July 21, 2020. As of June 30, 2020, the Company determined the held for sale criteria was met, resulting in assets held for sale of $8,334 and related liabilities held for sale of $3,567 being included in the Company's Consolidated Balance Sheet as of June 30, 2020. These assets and liabilities were previously presented within Prepaid and other current assets and Accrued expenses and other liabilities, respectively, in the Form 10-K and have been reclassified to conform to current year presentation. The Company deconsolidated the net assets of the Danival business upon the closing of the sale during the quarter ended September 30, 2020.

Discontinued Operations

Sale of Tilda Business

On August 27, 2019, the Company sold the entities comprising its Tilda operating segment (the “Tilda Group Entities”) and certain other assets of the Tilda business to the Purchaser for an aggregate price of $342,000 in cash, subject to customary post-closing adjustments based on the balance sheets of the Tilda business. The other assets sold in the transaction consisted of raw materials, consumables, packaging, and finished and unfinished goods related to the Tilda business held by other Company entities that are not Tilda Group Entities. In January 2020, the Company and the Purchaser agreed to fully resolve all matters relating to post-closing adjustments to the sale price, resulting in a final aggregate sale price of $341,800. The Company used the proceeds from the sale to pay down the remaining outstanding borrowings under its term loan and a portion of its revolving credit facility.

The Company also entered into certain ancillary agreements with Ebro Foods S.A. (the "Purchaser") and certain of the Tilda Group Entities in connection with the Sale and Purchase Agreement, including a transitional services agreement (the "TSA") pursuant to which the Company and the Purchaser provided transitional services to one another, and business transfer agreements pursuant to which the applicable Tilda Group Entities transferred certain non-Tilda assets and liabilities in India and the United Arab Emirates to subsidiaries of the Company to be formed in those countries. Additionally, the Company distributed certain Tilda products in the United States, Canada and Europe through the expiration of the TSA, which expired during the second quarter of fiscal 2020.

The disposition of the Tilda operating segment represented a strategic shift that had a major impact on the Company’s operations and financial results and has been accounted for as discontinued operations.

The following table presents the major classes of Tilda’s results within “Net (loss) income from discontinued operations, net of tax” in the Consolidated Statements of Operations:


	Three Months Ended December 31,				Six Months Ended December 31,
	2020		2019		2020		2019
Net sales	$	—	$	2,667	$	—	$	30,399
Cost of sales	—		2,496		—		26,648
Gross profit	—		171		—		3,751
Selling, general and administrative expense	—		246		—		5,185

Other expense	—		824		75		1,172
Interest expense(1)	—		—		—		2,432
Translation loss(2)	—		—		—		95,120
Gain on sale of discontinued operations	—		3,752		—		(10,170)
Net loss from discontinued operations before income taxes	—		(4,651)		(75)		(89,988)
Provision (benefit) for income taxes(3)	11		(1,835)		(11,320)		13,865
Net (loss) income from discontinued operations, net of tax	$	(11)	$	(2,816)	$	11,245	$	(103,853)

(1) Interest expense was allocated to discontinued operations based on borrowings repaid with proceeds from the sale of Tilda.

(2) At the completion of the sale of Tilda, the Company reclassified $95,120 of related cumulative translation losses from Accumulated other comprehensive loss to discontinued operations, net of tax.

(3) Includes $11,331 of tax benefit related to the legal entity reorganization for the six months ended December 31, 2020, as well as a tax benefit related to the gain on the sale of Tilda of $1,250 and $15,250 for the three and six months ended December 31, 2019.

There were no assets or liabilities from discontinued operations associated with Tilda as of December 31, 2020 or June 30, 2020.

Sale of Hain Pure Protein Reportable Segment

In March 2018, the Company’s Board of Directors approved a plan to sell all of the operations of the Hain Pure Protein Corporation operating segment, which included the Plainville Farms and FreeBird businesses, and the EK Holdings, Inc. (“Empire Kosher” or “Empire”) operating segment, which were reported in the aggregate as the Hain Pure Protein reportable segment. Collectively, these dispositions represented a strategic shift that had a major impact on the Company’s operations and financial results and have been accounted for as discontinued operations.

The Company is presenting the operating results and cash flows of Hain Pure Protein within discontinued operations in the current and prior periods.

Sale of Plainville Farms Business ("Plainville")

On February 15, 2019, the Company completed the sale of substantially all of the assets used primarily for Plainville (a component of HPPC), which included $25,000 in cash to the purchaser, for a nominal purchase price. In addition, the purchaser assumed the current liabilities of Plainville as of the closing date. As a condition to consummating the sale, the Company entered into a Contingent Funding and Earnout Agreement, which provided for the issuance by the Company of an irrevocable stand-by letter of credit (the “Letter of Credit”) of $10,000 which expired nineteen months after issuance, during the first quarter of fiscal 2021. The Company was entitled to receive an earnout not to exceed, in the aggregate, 120% of the maximum amount that the purchaser draws on the Letter of Credit at any point from the date of issuance through the expiration of the Letter of Credit. Earnout payments are based on a specified percentage of annual free cash flow achieved for all fiscal years ending on or prior to June 30, 2026. If a subsequent change in control of Plainville occurs prior to June 30, 2026, the purchaser will pay the Company 120% of the difference between the amount drawn on the Letter of Credit less the sum of all earnout payments made prior to such time up to the net proceeds received by the purchaser. At December 31, 2020, the Company had not recorded an asset associated with the earnout.

Sale of HPPC and Empire Kosher

On June 28, 2019, the Company completed the sale of the remainder of HPPC and EK Holdings, which included the FreeBird and Empire Kosher businesses. The purchase price, net of estimated customary adjustments based on the closing balance sheet of HPPC, was $77,714. The Company used the proceeds from the sale to pay down a portion of its outstanding borrowings under its term loan. The following table presents the major classes of Hain Pure Protein’s results within “Net loss (income) from discontinued operations, net of tax” in the Consolidated Statements of Operations:


	Three Months Ended December 31,				Six Months Ended December 31,
	2020		2019		2020		2019
Net sales	$	—	$	—	$	—	$	—
Cost of sales	—		—		—		—
Gross profit (loss)	—		—		—		—
Selling, general and administrative expense	—		—		—		—
Asset impairments	—		—		—		—
Other expense (income)	—		—		(10)		—
Loss on sale of discontinued operations(1)	—		—		—		1,424
Net income (loss) from discontinued operations before income taxes	—		—		10		(1,424)
Benefit for income taxes	—		—		—		(393)
Net income (loss) from discontinued operations, net of tax	$	—	$	—	$	10	$	(1,031)

(1) Primarily relates to preliminary closing balance sheet adjustments.

There were no assets or liabilities from discontinued operations associated with Hain Pure Protein at December 31, 2020 or June 30, 2020.