DISPOSITIONS

9 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

Fruit

In August 2020, the Company's Board of Directors approved a plan to sell 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. The sale was completed on January 13, 2021 (the "Closing Date") for total cash consideration of $38,547 of which $2,056 was due as of March 31, 2021 and was subsequently collected in April 2021.

Fruit operated in the United Kingdom and was included in the Company's International reportable segment, comprising 4.9% and 8.6% of the Company's net sales during the nine months ended March 31, 2021 and 2020, 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 to reduce the carrying value to its estimated fair value, less costs to sell of $56,093 during the six months ended December 31, 2020.

At the Closing Date, the assets and liabilities of the Fruit business consisted of the following:


	January 13,
	2021
ASSETS
Cash and cash equivalents	$	13,559
Accounts receivable, less allowance for doubtful accounts	14,057
Inventories	5,028
Prepaid expenses and other current assets	2,728
Property, plant and equipment, net	25,039
Goodwill	14,362
Other intangible assets, net	36,171
Operating lease right-of-use assets	5,623
Allowance for reduction of assets held for sale	(58,444)
Total assets	$	58,123
LIABILITIES
Accounts payable	$	14,428
Accrued expenses and other current liabilities	4,229
Operating lease liabilities	5,039
Deferred tax liabilities	7,298
Other liabilities	1,942
Total liabilities	$	32,936

The Company deconsolidated the net assets of the Fruit business during the three months ended March 31, 2021, recognizing a pre-tax loss on sale of $1,904.

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 Ebro Foods S.A. (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 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 income (loss) from discontinued operations, net of tax” in the Consolidated Statements of Operations:


	Three Months Ended March 31,				Nine Months Ended March 31,
	2021		2020		2021		2020
Net sales	$	—	$	—	$	—	$	30,399
Cost of sales	—		—		—		26,648
Gross profit	—		—		—		3,751
Selling, general and administrative expense	—		—		—		5,185

Other expense	—		—		75		1,172
Interest expense(1)	—		—		—		2,432
Translation loss(2)	—		—		—		95,120
Gain on sale of discontinued operations	—		540		—		(9,630)
Net loss from discontinued operations before income taxes	—		(540)		(75)		(90,528)
(Benefit) provision for income taxes(3)	—		(965)		(11,320)		12,900
Net income (loss) from discontinued operations, net of tax	$	—	$	425	$	11,245	$	(103,428)

(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 $11,320 of tax benefit related to the legal entity reorganization for the nine months ended March 31, 2021, as well as a tax benefit related to the gain on the sale of Tilda of $750 and tax expense of $14,500 for the three and nine months ended March 31, 2020, respectively.

There were no assets or liabilities from discontinued operations associated with Tilda as of March 31, 2021 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 HPPC 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 HPPC within discontinued operations in the nine months ended March 31, 2021 and in the comparable prior year period.

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 March 31, 2021, 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 March 31,				Nine Months Ended March 31,
	2021		2020		2021		2020
Net sales	$	—	$	—	$	—	$	—
Cost of sales	—		—		—		—
Gross profit (loss)	—		—		—		—
Selling, general and administrative expense	—		—		—		—
Asset impairments	—		—		—		—
Other income	—		—		(10)		—
Loss on sale of discontinued operations(1)	—		1,781		—		3,205
Net (loss) income from discontinued operations before income taxes	—		(1,781)		10		(3,205)
Benefit for income taxes	—		(659)		—		(1,052)
Net (loss) income from discontinued operations, net of tax	$	—	$	(1,122)	$	10	$	(2,153)

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

There were no assets or liabilities from discontinued operations associated with HPPC at March 31, 2021 or June 30, 2020.