XML 30 R13.htm IDEA: XBRL DOCUMENT
v3.22.2.2

ACQUISITIONS AND DISPOSITIONS | 12 Months Ended
--- | ---
Jun. 30, 2022
Discontinued Operations and Disposal Groups [Abstract] |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS That's How We Roll On December 28, 2021, the Company acquired all outstanding stock of THWR, the producer and marketer of ParmCrisps® and Thinsters®, deepe ning the Company's position in the snacking category. Consideration for the transaction, net of cash acquired, totaled $260,424. Of the total consideration, $259,985 was paid with the remaining $439 payable as of June 30, 2022. The acquisition was funded with borrow ings under the Credit Agreement (as defined in Note 10, Debt and Borrowings). The Company incurred, $5,103 of transaction costs in connection with the acquisition, which were expensed as incurred and are included as a component of selling, general and administrative expenses on the Consolidated Statements of Operations for the fiscal year ended June 30, 2022. The following table summarizes the Company's allocation of the purchase price to the assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date.
| June 30,
| 2022
Accounts receivable, net | $ | 5,107 |
Inventory | 9,871 |
Prepaid expenses and other current assets | 542 |
Property, plant and equipment | 9,198 |
Goodwill | 95,645 |
Identifiable intangible assets | 193,800 |
Operating lease right-of-use assets | 3,676 |
Other assets | 163 |
Accounts payable and accrued expenses | (9,082) |
Deferred income taxes | (44,271) |
Operating lease liabilities | (4,225) |
Total assets | $ | 260,424 |
The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Of the $193,800 of identifiable intangible assets acquired, $70,800 was assigned to customer relationships with a weighted average estimated useful life of 17 years, and $123,000 was assigned to tradenames with indefinite lives. The goodwill recorded as a result of this acquisition is not expected to be deductible for tax purposes. Results of THWR are included in the United States operating segment, a component of the North America reportable segment. THWR's net sales and net income included in the Company’s consolidated results were 2.9% of consolidated net sales and 3.7% of net income, respectively, for the fiscal year ended June 30, 2022. The following table provides unaudited pro forma results of continuing operations had the acquisition been completed at the beginning of fiscal 2021. The proforma information reflects certain adjustments related to the acquisition but does not reflect any potential operating efficiencies or cost savings that may result from the acquisition. Accordingly, this information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results.
| Fiscal Year Ended
| June 30, 2022 |  | June 30, 2021
Net sales | $ | 1,945,564 |  |  | $ | 2,065,957 |
Net income from continuing operations(1) | $ | 84,913 |  |  | $ | 68,142 |
Diluted net income per common share from continuing operations | $ | 0.91 |  |  | $ | 0.67 |
(1) The pro forma adjustments include the elimination of transaction costs totaling $5,103 from the fiscal year ended June 30, 2022 and recognition of those costs in the fiscal year ended June 30, 2021. Additionally, the pro forma adjustments include the elimination of integration costs and a fair value inventory adjustment totaling $1,800 for the fiscal year ended June 30, 2022 and recognition of those costs in the fiscal period ended June 30, 2021. GG UniqueFiber® On June 28, 2021, the Company completed the divestiture of its crispbread crackers business, GG UniqueFiber (“GG”) for total cash consideration of $336. The sale of GG is consistent with the Company’s transformation and portfolio simplification process. GG operated in Norway and was part of the Company’s International reportable segment. The Company deconsolidated the net assets of GG during the twelve months ended June 30, 2021, recognizing a pre-tax loss on sale of $3,753 in the fourth quarter of fiscal 2021. Dream® and WestSoy® On April 15, 2021, the Company completed the divestiture of its North America non-dairy beverages business, consisting of the Dream® and WestSoy® brands (“Dream”), for total cash consideration of $33,000, subject to customary post-closing adjustments. The final purchase price was $31,320. The non-dairy beverage business was considered to be non-core within our broader North American business, and the sale aligns with the Company’s portfolio simplification process. The business operated out of the United States and Canada and was part of the Company’s North America reportable segment. The Company deconsolidated the net assets of the North American non-dairy beverage business during the twelve months ended June 30, 2021, recognizing a pre-tax gain on sale of $7,519 in the fourth quarter of fiscal 2021. 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 Fruit business operated in the U.K. and was part of the Company’s International reportable segment. 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, 2020 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 fiscal year ended June 30, 2021. The sale was completed on January 13, 2021 for a total cash consideration of $38,547, 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. The Company deconsolidated the net assets of the Danival® business upon closing of the sale during the quarter ended September 30, 2020, recognizing a pre-tax gain on sale of $611 during the first quarter of fiscal 2021. Discontinued Operations Sale of Tilda Business On August 27, 2019, the Company sold the entities comprising the former Tilda operating segment and certain other assets of the Tilda business 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 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. Net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations was nil for the year ended June 30, 2022. The following table presents the major classes of Tilda’s results within net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations for the fiscal years ended June 30, 2021 and 2020:
| 2021 |  | 2020
Net sales | $ | — |  |  | $ | 30,399 |
Cost of sales | — |  |  | 26,648 |
Gros s pro fit | — |  |  | 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 | — |  |  | (9,386) |
Loss income from discontinued operations before income taxes | (75) |  |  | (90,772) |
(Benefit) provision for income taxes (3) | (11,320) |  |  | 12,909 |
Net income (loss) from discontinued operations, net of tax | $ | 11,245 |  |  | $ | (103,681) |
(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 twelve months ended June 30, 2021, as well as a tax provision related to the tax gain on the sale of Tilda of $13,960 for the twelve months ended June 30, 2020. There were no assets or liabilities from discontinued operations associated with Tilda as of June 30, 2022 and June 30, 2021. Sale of Hain Pure Protein Reportable Segment Sale of Hain Pure Protein Corporation and EK Holdings, Inc. On June 28, 2019, the Company completed the sale of the remainder of Hain Pure Protein and EK Holdings, Inc. which included the FreeBird and Empire Kosher businesses. Other portions of the business were sold prior to June 28, 2019. The purchase price, net of customary adjustments based on the closing balance sheet of HPPC, was $77,714. The Company used the proceeds from the sale to pay down outstanding borrowings under its term loan. As a result of the disposition, the Company recognized a pre-tax loss of $636 in the twelve months ended June 30, 2019 to write down the assets and liabilities to the final sales price less costs to sell. The following table presents the major classes of Hain Pure Protein’s line items constituting the loss from discontinued operations, net of tax on the Consolidated Statements of Operations:
| June 30,
| 2020
Loss on sale of discontinued operations | 3,043 |
Net loss from discontinued operations before income taxes | (3,043) |
Benefit for income taxes | (684) |
Net loss from discontinued operations, net of tax | $ | (2,359) |
There were no assets or liabilities from discontinued operations associated with Hain Pure Protein as of June 30, 2022 or 2021.

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_MergersAcquisitionsAndDispositionsDisclosuresTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration