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 the Purchaser and certain of the Tilda Group Entities in connection with the sale, 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 would transfer 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. The TSA 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.


	Fiscal Year Ended June 30,
	2020		2019		2018
Net sales	$	30,399	$	197,862	$	192,099
Cost of sales	26,648		151,146		143,908
Gross (loss) profit	3,751		46,716		48,191

Selling, general and administrative expense	5,185		26,949		25,349
Amortization of acquired intangibles and other expense	1,172		2,189		3,536
Interest expense ⁽¹⁾	2,432		13,561		10,538
Translation loss ⁽²⁾	95,120		—		—
Gain on sale of discontinued operations	(9,386)		—		—
Net (loss) income from discontinued operations before income taxes	(90,772)		4,017		8,768
Provision for income taxes ⁽³⁾	12,909		535		1,084
Net (loss) income from discontinued operations, net of tax	$	(103,681)	$	3,482	$	7,684

Assets and liabilities of discontinued operations associated with Tilda presented in the Consolidated Balance Sheet as of June 30, 2019 are included in the following table. There were no assets or liabilities from discontinued operations associated with Tilda as of June 30, 2020.


ASSETS	June 30, 2019
Cash and cash equivalents	$	8,509
Accounts receivable, less allowance for doubtful accounts	26,955
Inventories	65,546
Prepaid expenses and other current assets	9,038
Total current assets of discontinued operations⁽¹⁾	110,048
Property, plant and equipment, net	40,516
Goodwill	133,098
Trademarks and other intangible assets, net	84,925
Other assets	628
Total noncurrent assets of discontinued operations⁽¹⁾	259,167
Total assets of discontinued operations	$	369,215

LIABILITIES
Accounts payable	$	18,341
Accrued expenses and other current liabilities	4,675
Current portion of long-term debt	8,687
Total current liabilities of discontinued operations⁽¹⁾	31,703
Deferred tax liabilities	17,153
Other noncurrent liabilities	208
Total noncurrent liabilities of discontinued operations⁽¹⁾	17,361
Total liabilities of discontinued operations⁽¹⁾	$	49,064

In March 2018, the Company’s Board of Directors approved a plan to sell all of the operations of the Hain Pure Protein Corporation (“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 recorded reserves of $109,252 and $78,464 in fiscal years ended June 30, 2019 and 2018, respectively, to adjust the carrying value of Hain Pure Protein and Empire Kosher to its fair value, less its cost to sell, which is reflected in net (loss) income from discontinued operations, net of taxes in each respective period. The reserves were recorded due to negative market conditions in the sector, resulting in the Company lowering the projected long-term growth rate and profitability levels of HPPC and to adjust the carrying value of Hain Pure Protein to its estimated selling price.

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 provides for the issuance by the Company of an irrevocable stand-by letter of credit (the “Letter of Credit”) of $10,000 which expires nineteen months after issuance. The Company is

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 June 30, 2020, the Company had not recorded an asset associated with the earnout. As a result of the disposition, the Company recognized a pre-tax loss on sale of $40,223, or $29,685 net of tax, in the twelve months ended June 30, 2019 to write down the assets and liabilities to the final sales price less costs to sell, inclusive of the Letter of Credit.

On June 28, 2019, the Company completed the sale of the remainder of HPPC and EK Holdings, which included the FreeBirdand Empire Kosher businesses. 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 “Net (loss) income from discontinued operations, net of tax” in our Consolidated Statements of Operations:


	Fiscal Year Ended June 30,
	2020		2019		2018
Net sales	$	—	$	408,109	$	509,475
Cost of sales	—		409,433		486,023
Gross (loss) profit	—		(1,324)		23,452
Asset impairments	—		109,252		78,464
Selling, general and administrative expense	—		16,384		18,743
Other expense	—		9,088		4,699
Loss on sale of discontinued operations	3,043		40,859		—
Net (loss) income from discontinued operations before income taxes	(3,043)		(176,907)		(78,454)
Benefit for income taxes	(684)		(43,538)		(5,720)
Net (loss) income from discontinued operations, net of tax	$	(2,359)	$	(133,369)	$	(72,734)

During fiscal 2020, the Company recorded a pre-tax noncash loss of $13,052 to reduce the carrying value of the Danival business to its estimated fair value, less costs to sell. This included the noncash impairment charge of the relative fair value of goodwill allocated to the Danival business, a part of the International segment, of $394 included in Goodwill impairment in the Company’s Consolidated Statement of Operations. Also included in the pre-tax noncash loss were noncash impairment charges for intangibles consisting of trade name and customer lists, fixed assets and inventory totaling $12,658 included in Long-lived assets and intangibles impairment in the Company’s Consolidated Statement of Operations. The estimated fair value, less costs to sell, reflects the amount of consideration the Company expected to receive upon closing of the transaction as of June 30, 2020.

As of June 30, 2020, the Company determined the held for sale criteria was met and classified the assets and liabilities to held for sale. Current assets held for sale of $8,333 are included in the Consolidated Balance Sheet as a component of Prepaid expenses and other current assets and current liabilities held for sale of $3,567 are included in the Consolidated Balance Sheet as a component of Accrued expenses and other current liabilities.