What changed in this filing

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Item 1. Business

2021-08-26 compared with 2020-08-25 · 149 added, 124 removed, 156 unchanged (64% of the section changed)

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The Company manufactures, markets, distributes and sells organic and natural products under brand names that are sold as “better-for-you” products, providing consumers with the opportunity to lead A Healthier Way of Life ® .

Hain Celestial is a leader in many organic and natural product categories, with ma ny recognized brands in the various market categories it serves, including Celestial Seasonings ® , Clarks ™ , Cully & Sully ® , Dream ® , Earth’s Best ® , Ella’s Kitchen ® , Farmhouse Fare ™ , Frank Cooper’s ® , GG UniqueFiber ® , Gale’s ® , Garden of Eatin’ ® , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , Imagine ® , Joya ® , Lima ® , Linda McCartney ® (under license), MaraNatha ® , Natumi ® , New Covent Garden Soup Co.

® , Orchard House ® , Roberts on’s ® , Se nsible Portions ® , Spectrum ® , Sun-Pat ® , Sunri pe ® , Terr a ® , The Greek Gods ® , William’s ™ , Yorkshire Provender ® and Yves Veggie Cuisine ® .

The Company’s personal care products are marketed under the Alba Botanica ® , Avalon Organics ® , Earth’s Best ® , JASON ® , Live Clean ® , One Step ® and Queen Helene ® brands.

Hain Celestial is a leader in many organic and natural product categories, with ma ny recognized brands in the various market categories it serves, including Celestial Seasonings ® , Clarks ™ , Cully & Sully ® , Earth’s Best ® , Ella’s Kitchen ® , Frank Cooper’s ® , Gale’s ® , Garden of Eatin’ ® , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , Imagine ® , Joya ® , Lima ® , Linda McCartney’s ® (under license), MaraNatha ® , Natumi ® , New Covent Garden Soup Co.

® , Robertson’s ® , Rose’s ® (under license), Sensible Portions ® , Spectrum ® , Sun-Pat ® , Terr a ® , The Greek Gods ® , Yorkshire Provender ® and Yves Veggie Cuisine ® .

The Company’s personal care products are marketed under the Alba Botanica ® , Avalon Organics ® , JASON ® , Live Clean ® , and Queen Helene ® brands.

The Company continues to execute the four key pillars of its strategy to:

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As part of this initiative, the Company reviewed its product portfolio within North America and d ivided it into “Get Bigger” and “Get Better” brand categories.

The Company’s “Get Bigger” brands represent its strongest brands with higher margins, which compete in categories with strong growth potential.

The Company’s “Get Bigger” brands represent its strongest brands with high margins, which compete in categories with strong growth potential.

The Company has concentrated its investment in marketing, innovation and other resources to prioritize spending for these brands, in an effort to reinvigorate profitable topline growth, optimize assortment and increase share of distribution.

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Some of these brands have historically been low margin, non-strategic brands that added complexity with minimal benefit to the Company’s operations.

During the fourth quarter of fiscal 2019, the Company initiated a SKU rationalization that included the elimination of approximately 350 low velocity and low profitability SKUs.

These SKU rationalizations are expected to result in expanded future profits and a remaining set of core SKUs that will m aintain their shelf space in the store.

In addition, as part of the Company’s overall strategy, the Company may seek to dispose of businesses and brands that are less profitable or are otherwise less of a strategic fit within our core portfolio.

During fiscal 2019, for example, the Company divested its Hain Pure Protein reportable segment and its WestSoy ® tofu, seitan and tempeh businesses.

As part of the Company’s overall strategy, the Company may seek to dispose of businesses and brands that are less profitable or are otherwise less of a strategic fit within our core portfolio.

During fiscal 2019, the Company divested its Hain Pure Protein reportable segment and its WestSoy ® tofu, seitan and tempeh businesses.

In fiscal 2020, the Company divested its Tilda business and its Arrowhead Mills ® , SunSpire ® , Europe's Best ® , Casbah ® , Rudi’s Gluten-Free Bakery ™ , Rudi’s Organic Bakery ® and Fountain of Truth ™ brands.

More recently, the Company divested its Danival ® business in July 2020.

See Note 25, Subsequent Events, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for further discussion.

Productivity and Transformation Costs

As part of the Company’s historical strategic review, it focused on a productivity initiative, which it called “Project Terra.” A key component of this project was the identification of global cost savings and the removal of complexity from the business.

In fiscal 2019, the Company announced a strategy that includes as one of its key pillars identifying areas of cost savings and

operating efficiencies to expand profit margins and cash flow.

As part of this overall strategy and the key pillar of realizing savings and efficiencies, during fiscal 2020, the Company began the integration of its United States and Canada operations in alignment with the North America reportable segment structure.

The Company will carry out additional productivity initiatives under this strategy in fiscal 2021.

Productivity and transformation costs include costs, such as consulting and severance costs, relating to streamlining the Company’s manufacturing plants, co-packers and supply chain, eliminating served categories or brands within those categories, and product rationalization initiatives which are aimed at eliminating slow moving SKUs.

In fiscal 2021, the Company divested its Danival ® business, its United Kingdom fruit and fruit juice businesses, primarily consisting of the Orchard House ® Foods Limited business and associated brands, and its WestSoy ® , Dream ® and GG UniqueFiber ® brands.

Productivity and Transformation Initiatives

One of the key pillars of the Company’s strategy seeks to identify areas of operating efficiencies and cost savings to expand profit margins and cash flow.

In furtherance of this key pillar, we have undertaken multiple productivity and transformation initiatives, including (1) consolidating certain of the Company’s manufacturing plants, (2) implementing broader supply chain operational improvements, (3) integrating the operations of our U.S.

and Canadian businesses, (4) product rationalization initiatives which are aimed at eliminating underperforming SKUs and (5) outsourcing certain functions in our North American business, including order management, billing, accounts receivable and accounts payable, to third-party service providers and the associated implementation of new procurement technology solutions.

We incur costs as part of these productivity and transformation initiatives with the objective of obtaining longer term operating efficiencies and cost savings.

The costs include consulting and severance costs, moving and shut-down costs and other costs associated with carrying out the initiatives.

The Company will continue to carry out the existing productivity initiatives as well as additional initiatives under this strategy in fiscal 2022.

Discontinued Operations

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These dispositions represented strategic shifts that had a major impact on the Company’s operations and financial results and therefore, the Company is presenting the operating results and cash flows of the Tilda operating segment and the Hain Pure Protein reportable segment within discontinued operations in the current and prior periods.

The assets and liabilities of the Tilda operating segment are presented as assets and liabilities of discontinued operations in the Consolidated Balance Sheet as of June 30, 2019.

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 for additional information.

Former Chief Executive Officer Succession Plan

On June 24, 2018, the Company entered into a succession plan, whereby the Company’s former Chief Executive Officer (“CEO”), Irwin D.

Simon, agreed to terminate his employment with the Company upon the hiring of a new CEO.

On October 26, 2018, the Company’s Board of Directors appointed Mark L.

Schiller as President and CEO, succeeding Mr.

In connection with the appointment, on October 26, 2018, the Company and Mr.

Schiller entered into an employment agreement, which was approved by the Board, with Mr.

Schiller’s employment commencing on November 5, 2018.

Accordingly, Mr.

Simon’s employment with the Company terminated on November 4, 2018.

See Note 3, Former Chief Executive Officer Succession Plan , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.

Change in Reportable Segments

Historically, the Company had three reportable segments:

United States, United Kingdom and Rest of World.

Effective July 1, 2019, the Company reassessed its segment reporting structure and as a result, the Canada and Hain Ventures operating segments, which were included within the Rest of World reportable segment, were moved to the United States reportable segment and renamed the North America reportable segment.

Additionally, the Europe operating segment, which was included in the Rest of World reportable segment, was combined with the United Kingdom reportable segment and renamed the International reportable segment.

Accordingly, the Company now operates under two reportable segments:

North America and International.

Prior period segment information contained herein has been adjusted to reflect the Company’s new operating and reporting structure.

See Not e 22, Se gment Information , in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.

As of June 30, 2020, we employed a total of 4,287 full-time employees.

During fiscal 2020, we primarily sold our organic, natural, and “better-for-you” products in the following categories:

See Note 5, Dispositions, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information.

Environmental, Social and Governance

We are focused on growing our business sustainably by delivering long-term value for our customers, suppliers, stockholders, employees and the communities where we live and work.

As part of our vision to maximize stakeholder value, we are committed to incorporating environmental, social and related governance (“ESG”) principles into our business strategies and organizational culture.

The Healthier Way Framework (Healthier People, Products, and Planet) set out in our most recent Sustainability Report (available at hain.com/company/ESG ) provides our guiding principles for ESG initiatives.

We are making improvements to our ESG reporting to make it easier for our stockholders and other constituents to find details on our ESG commitments and progress, which will appear in our upcoming fiscal year 2021 ESG Report which we plan to make available at hain.com/company/ESG .

Our prior Sustainability Reports and, when issued, the fiscal year 2021 ESG Report, are not, and shall not be deemed to be, a part of this Form 10-K or incorporated into any of our other filings made with the Securities and Exchange Commission (the “SEC”).

Human Capital Resources

As of June 30, 2021, we had approximately 3,087 employees, with approximately 45% located in North America and approximately 55% located outside of North America.

Approximately 63% of our employees in North America and approximately 61% of our employees outside of North America were based in our production facilities.

Substantially all of our employees are full-time, permanent employees.

Our employees are critical to our success.

The following programs, initiatives and principles encompass some of the human capital objectives and measures that we focus on in managing our business and in seeking to attract and retain a talented workforce.

Our Culture and Our Vision, Mission and Values

Our culture is shaped by our vision, mission and values.

Our vision is to inspire healthier living for all.

To achieve this aspiration, our mission is to build enduring health and wellness brands that are known and loved by consumers and enrich the lives of employees and all of our stakeholders.

We live by our values of teamwork, integrity and entrepreneurship – we think and act with a broad company perspective, we do the right thing, and we think innovatively and challenge the status quo.

Diversity and Inclusion

People have always been our greatest asset.

They are the very heart of our Company, and we believe everyone should feel encouraged, respected and welcomed in our workplace.

Diversity and inclusion drives success, and we believe that our employees’ diverse backgrounds and experiences are essential to helping us all to continue to thrive internally and deliver innovative products to our customers.

We promote fairness by practicing equal opportunity in all decisions about hiring, compensation, training, promotions and every other aspect of employment.

We have established a permanent Diversity & Inclusion (D&I) Council in North America to create and foster a workplace that reflects and contributes to the diverse, global communities in which we do business.

During fiscal 2021, our D&I Council launched unconscious bias training for all non-production employees to expand our perspectives and foster collective growth.

We are also working to build our D&I efforts into recruitment, retention and internal mobility.

As of June 30, 2021, our global workforce was 59% male and 41% female.

In the United States, on an employee self-reported basis, the racial/ethnic composition of our workforce was approximately 43% White, 35% Hispanic or Latino, 13% Black or African American, 6% Asian and 3% other.

We intend to share additional workforce demographics data in our upcoming fiscal year 2021 ESG Report which we will make available at hain.com/company/ESG .

The fiscal year 2021 ESG Report is not a part of this Form 10-K or incorporated into any of our other filings made with the SEC.

Employee Health and Safety

Employee safety is always front and center.

We invest in the health, safety, development and well-being of our employees.

In an effort to ensure workplace safety, we train employees on how to follow our detailed, written safety standards and procedures, and the law, and to watch for and report anything potentially harmful.

Our safety key performance indicators are reviewed weekly, monthly and annually to ensure quick feedback and to address safety issues as soon as they arise.

As an example of our commitment to health and safety, from the outset of the COVID-19 pandemic, our priority continued to be the well-being of our employees and consumers.

We continue to consistently meet or exceed government regulations for addressing the health and safety of our employees during the pandemic.

During the early part of the pandemic, we created the Hain Helping Hain Fund to provide assistance to employees globally who experience severe financial hardship due to the pandemic or another catastrophic event.

In addition, we have developed and implemented programs to assist employees with incremental expenses they may be incurring due to childcare, commutation and overtime needs unique to the pandemic.

Training and Development

We offer a number of programs that help North American based employees progress in their careers—including a variety of training resources via LinkedIn Learning, which houses digital courses taught by industry experts covering a wide range of business topics.

In the United Kingdom, we have various employee development programs named “Hain Pathway.” One program introduces employees to key skills to support management development, followed by an intermediate level as the learning journey evolves.

Another Hain Pathway program supports leadership development for employees who have been identified as leadership candidates.

In addition to the Hain Pathway programs, we offer U.K.

employees self-paced online training relating to compliance, policy, leadership and management development, IT, health & safety and a variety of soft skills.

Our employee benefits vary by region but generally include:

• Medical, Dental, Vision Benefits;

• Retirement Savings and Pension Plans;

• Commuter Benefits;

• Wellness Initiatives;

• Tuition Reimbursement;

• Paid Parental Leave including births, adoptions or placements of foster children.

Employee Satisfaction and Engagement

We aim to foster a culture of open communications and have implemented a global systematic employee engagement process in which employees are surveyed periodically (quarterly in the United States).

Our Executive Leadership Team regularly reviews the results and considers and implements action items to address areas that need improvement.

We have additional regional

programs and policies in place to encourage open communications with management and Human Resources about employees’ ideas, concerns and how they are doing.

During fiscal 2021, we sold our organic, natural, and “better-for-you” products primarily in the following categories:

personal care;

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Under the Celestial Seasonings ® brand, we currently offer more than 100 varieties of herbal, green, black, wellness, rooibos and chai tea.

Tea products accounted for approximately 6% of our consolidated net sales in fiscal 2020 an d 5% in each of fiscal 2019 and 2018.

Tea products accounted for approximately 7% of our consolidated net sales in fiscal 2021, 6% in fiscal 2020, and 5% in fiscal 2019.

Our snack products include a variety of potato, root vegetable and other exotic vegetable chips, straws, tortilla chips, whole grain chips , pita chips and puffs.

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Personal Care

Our personal care products cover a variety of personal care categories including hand, skin, hair and oral care, deodorants, baby care items, body washes, sunscreens and lotions.

Our personal care products cover a variety of personal care categories including hand, skin, hair and oral care, deodorants, body washes, sunscreens and lo tions.

Personal care products accounted for approximately 10% of our consolidated net sales in each of fiscal 2021, 2020 and 2019.

Grocery products include infant formula, infant, toddler and kids’ foods, plant-based beverages and frozen desserts (such as soy, rice, oat, almond and coconut), condiments, cooking and culinary oils, cereal bars, canned, chilled fresh, aseptic and instant soups, yogurts, nut butters, juices, hot-eating desserts, cookies, frozen fruit and vegetables, pre-cut fresh fruit, refrigerated and frozen plant-based meat-alternative products, jams, fruit spreads, jelly, honey, natural sweeteners and marmalade products, as well as other food products.

Grocery products include infant formula, infant, toddler and kids’ foods, plant-based beverages (such as soy, rice, oat, almond and coconut), condiments, cooking and culinary oils, cereal bars, canned, chilled fresh, aseptic and instant soups, yogurts, nut butters, juices, hot-eating desserts, cookies, refrigerated and frozen plant-based meat-alternative products, jams, fruit spreads, jelly, honey, natural sweeteners and marmalade products, as well as other food products.

Grocery products accounted for approximately 67% of our consolidated net sales in fiscal 2021, 69% in fiscal 2020 and 72% in fiscal 2019.

Certain of our product lines have seasonal fluctuations.

Hot tea, hot-eating desserts and soup sales are stronger in colder months, while sales of snack foods, sunscreen and certain of our prepared food and personal care products are stronger in the warmer months.

Certain of our product lines have seasonal fluctuations in demand.

Hot tea, hot-eating desserts and soup sales are stronger in colder months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer months.

As such, our results of operations and our cash flows for any particular quarter are not indicative of the results we expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations.

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For information relating to our cash flows from operations and working capital items, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.

Capital Expenditures

During fiscal 2020, our aggregate capital expenditures from continuing operations were $60.9 million .

We expect to spend approximately $80 million to $85 million for capital projects in fiscal 2021.

Prior to July 1, 2019, our operations were managed in seven operating segments:

the United States, United Kingdom, Tilda, Ella’s Kitchen UK, Europe, Canada and Hain Ventures.

For segment reporting purposes, based on economic similarity as outlined within Accounting Standards Codification ("ASC") 280, Segment Reporting, we elected to combine the United

Kingdom, Tilda and Ella’s Kitchen UK operating segments into one reportable segment known as United Kingdom.

Additionally, the Canada, Europe and Hain Ventures operating segments were combined as the Rest of World reportable segment.

Separately, the United States operating segment comprised its own reportable segment.

Effective July 1, 2019, we reassessed our segment reporting structure due to changes in how our Chief Operating Decision Maker assesses our performance and allocates resources as a result of a change in our strategy, which includes creating synergies among our United States and Canada businesses, as well as among our international businesses in the United Kingdom and Europe.

As a result, the Canada and Hain Ventures operating segments, which were included within the Rest of World reportable segment, were moved to the United States reportable segment and renamed the North America reportable segment.

Accordingly, we now operate under two reportable segments:

Our organization structure consists of two geographic based reportable segments:

North America and International.

Prior period segment information has been adjusted to reflect our new operating and reporting structure.

Additionally, the Tilda operating segment was classified as discontinued operations as discussed in 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.

Segment information presented herein excludes the results of Tilda for all periods presented.

Our North America reportable segment consists of the United States and Canada as operating segments.

The International reportable segment is made of three operating segments:

United Kingdom, Ella’s Kitchen UK and Europe.

This structure is in line with how our Chief Operating Decision Maker assesses our performance and allocates resources.

We use segment net sales and operating income to evaluate performance and to allocate resources.

We believe these measures are most relevant in order to analyze segment results and trends.

Segment operating income excludes certain general corporate expenses (which are a component of selling, general and administrative expenses), impairment and acquisition related expenses, restructuring, integration and other charges.

Segment operating income excludes certain general corporate

expenses (which are a component of selling, general and administrative expenses), impairment and acquisition related expenses, restructuring, integration and other charges.

The following table presents the Company’s net sales by reportable segment for the fiscal years ended June 30, 2021, 2020 and 2019 (amounts in thousands, other than percentages which may not add due to rounding):

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We believe that our direct sales people combined with brokers and distributors provide an effective means of reaching a broad and diverse customer base.

Food brokers act as agents for us within designated territories, usually on a non-exclusive basis, and receive commissions.

Brokers act as agents for us within designated territories, usually on a non-exclusive basis, and receive commissions.

A portion of our direct sales force is organized into dedicated teams to serve our significant customers.

A significant portion of the products marketed by us are sold through independent food distributors.

A significant portion of the products marketed by us are sold through independent distributors.

Food distributors purchase products from us for resale to retailers.

The brands sold by the United States operating segment include:

Our tea products are marketed under the Celestial Seasonings ® brand and include more than 100 varieties of herbal, green, black, wellness and rooibos teas, with well-known names and products such as Sleepytime ® , Lemon Zinger ® , Red Zinger ® , Cinnamon Apple Spice, Bengal Spice ® , Country Peach Passion ® and Tea Well ® .

Our snack food products include Terra ® varieties of root vegetable chips, potato chips and other exotic vegetable chips, Garden of Eatin’ ® tortilla chips, Sensible Portions ® snack products including Garden Veggie Straws ® , Garden Veggie Chips and Apple Straws ® and GG UniqueFiber™ crackers.

Our tea products are marketed under the Celestial Seasonings ® brand and include more than 100 varieties of herbal, green, black, wellness, rooibos and chai teas, with well-known names and products such as Sleepytime ® , Lemon Zinger ® , Red Zinger ® , Cinnamon Apple Spice, Bengal Spice ® , Country Peach Passion ® and Tea Well ® .

Our snack food products include Terra ® varieties of root vegetable chips, potato chips, and other exotic vegetable chips, Garden of Eatin’ ® tortilla chips, Sensible Portions ® snack products including Garden Veggie Straws ® , Garden Veggie Chips and Apple Straws ® .

Personal Care

Our Personal Care products include hands, skin, hair and oral care products, deodorants and sun care and baby care items under the Alba Botanica ® , Avalon Organics ® , Earth’s Best ® , JASON ® , Live Clean ® and Queen Helene ® brands.

Our Grocery products include Yogurt, Baby Food and Pantry products.

Yogurt product includes The Greek Gods ® Greek-style yogurt.

Our Personal Care products include hands, skin, hair and oral care products, sun care products and deodorants under the Alba Botanica ® , Avalon Organics ® , JASON ® , Live Clean ® and Queen Helene ® brands.

Our Grocery products include Yogurt, Baby Food and Pantry.

Yogurt products include The Greek Gods ® Greek-style yogurt products.

Baby Food products include infant and toddler formula, infant cereals, jarred baby food, baby food pouches, snacks and frozen toddler and kids’ foods under the Earth’s Best ® and Earth’s Best Sesame Street (under license).

Pantry products include the following natural and organic brands:

Spectrum ® culinary oils, vinegars and condiments, Spectrum Essentials ® nutritional oils and supplements, MaraNatha ® nut butters, Imagine ® broths, soups and gravies, Hain Pure Foods ® condiments, Health Valley ® cereal bars and soups, Hollywood ® oils, Westbrae ® vegetarian products, Almond Dream ® , Coconut Dream ® , Rice Dream ® , Oat Dream ® , Soy Dream ® and other Dream TM brand plant-based beverages.

Our products are sold throughout Canada.

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The brands sold in our Canada operating segment include Yves Veggie Cuisine ® refrigerated and frozen meat-alternative products, vegetables and lentils, Earth’s Best ® infant formula, MaraNatha ® nut butters, Spectrum ® cooking and culinary oils, Imagine ® aseptic soups, The Greek Gods ® Greek-style yogurt and Robertson’s ® marmalades.

Our plant-based beverages include Soy Dream ® , Oat Dream ® , Coconut Dream ® , Almond Dream ® , and Rice Dream ® .

Other food brands include Celestial Seasonings ® teas, Terra ® chips and Sensible Portions ® snack products.

Our personal care products include skin, hair and oral care products, sun care, deodorants and baby care items under the Avalon Organics ® , Alba Botanica ® , JASON ® , Live Clean ® and One Step ® brands.

Our personal care products include skin, hair and oral care products, sun care products and deodorants under the Alba Botanica ® , Avalon Organics ® , JASON ® , and Live Clean ® brands.

International Segment:

United Kingdom

In the United Kingdom, our products include frozen and chilled products, including but not limited to soups, fruits and juices, and plant-based and meat-free products as well as ambient products such as jams, fruit spreads, jellies, honey, marmalades, nut butters, sweeteners, syrups and dessert sauces.

The brands sold by our United Kingdom operating segment include Ella’s Kitchen ® infant and toddler foods, New Covent Garden Soup Co.

® and Yorkshire Provender ® chilled soups, Farmhouse Fare ™ hot-eating desserts, Johnson’s Juice Co.

® juices, Linda McCartney’s ® chilled and frozen plant-based meals, Cully & Sully ® chilled soups and ready meals, Hartley’s ® jams, fruit spreads and jellies, William’s™ conserves, Sun-Pat ® nut butters, Gale’s ® honey, Clarks™ natural sweeteners and Robertson’s ® and Frank Cooper’s ® marmalades.

In the United Kingdom, our products include soups, plant-based and meat-free products, as well as ambient products such as jams, fruit spreads, jellies, honey, marmalades, nut butters, sweeteners, syrups and dessert sauces.

The products sold by our United Kingdom operating segment include New Covent Garden Soup Co.

® and Yorkshire Provender ® chilled soups, private label and Farmhouse Fare ™ hot-eating desserts, Linda McCartney’s ® (under license) chilled and frozen plant-based meals, Cully & Sully ® chilled soups and ready meals, Hartley’s ® jams, fruit spreads and jellies, Sun-Pat ® nut butters, Gale’s ® honey, Clarks™ natural sweeteners and Robertson’s ® , Frank Cooper’s ® and Rose’s ® (under license) marmalades.

We also provide a comprehensive range of private label products to many retailers, convenience stores and food service providers in the following categories:

fresh soup, pre-cut fresh fruit, juice, smoothies, chilled desserts, meat-free meals and ambient grocery products.

fresh soup, chilled desserts, meat-free meals and ambient grocery products.

Our products are principally sold throughout the United Kingdom and Ireland, but are also sold in other parts of the world as well.

Our customer base consists principally of retailers, convenience stores, food service providers, business to business, natural food and ethnic specialty distributors, club stores and wholesalers.

Our products sold by the Europe operating segment include Dream ® , Joya ® , Lima ® and Natumi ® .

Ella’s Kitchen UK

Ella's Kitchen UK is a manufacturer and distributor of premium organic infant and toddler foods under the Ella's Kitchen ® brand.

Our products are mostly sold in grocery stores and organic food stores throughout the United Kingdom and Europe.

Our products sold by the Europe operating segment include, among others, products sold under the Joya ® , Lima ® and Natumi ® brands.

The Lima ® brand includes a wide range of organic products such as soy sauce, plant-based beverages and grain cakes, as well as grains, pasta, cereals, miso, snacks, sweeteners, spreads, soups and condiments.

Our Natumi ® and Dream ® brands include plant-based beverages, including rice, soy, oat and spelt.

Our Joya ® brand includes soy, oat, rice and nut-based drinks as well as plant-based yogurts, desserts, creamers, tofu and private label products.

We also sell our Hartley’s ® jams, fruit spreads and jellies, Terra ® varieties of root vegetable and potato chips, and Celestial Seasonings ® teas and Linda McCartney’s ® chilled and frozen plant-based meals in Europe.

Our Natumi ® brand includes plant-based beverages, including rice, soy, oat and spelt.

Our Joya ® brand includes soy, oat, rice and nut-based drinks as well as plant-based yogurts, desserts, creamers and tofu.

We also sell our Hartley’s ® jams, fruit spreads and jellies, Terra ® varieties of root vegetable and potato chips, and Celestial Seasonings ® teas, Linda McCartney’s ® (under license) chilled and frozen plant-based meals, and private label products in Europe.

Our products are sold in grocery stores and organic food stores throughout Europe, the Middle East and India.

Our products are sold using our own direct sales force and local distributors.

Two of our customers each accounted for more than 10% of our consolidated net sales in certain of the last three fiscal years, respectively.

United Natural Foods, Inc., a distributor of products to natural foods supermarkets, independent natural retailers and other supermarkets and retailers, accounted for approximately 9% , 10% and 12% of our consolidated net sales for the fiscal years ended June 30, 2020, 2019 and 2018, respectively, which were primarily related to the United States operating segment.

Likewise, Walmart Inc.

and its affiliates, Sam’s Club and ASDA, together accounted for approximately 12% , 11% and 11% of our consolidated net sales for the fiscal years ended June 30, 2020, 2019 and 2018, respectively, which were primarily related to the United States and United Kingdom operating segments.

No other customer acc ounted for more than 10% of our net sales in the past three fiscal years.

Two of our customers each accounted for at least 10% of our consolidated sales in certain of the last three fiscal years, respectively.

United Natural Foods, Inc., a distributor of products to natural foods supermarkets, independent natural retailers and other supermarkets and retailers, accounted for approximately 8%, 9% and 10% of our consolidated sales for the fiscal years ended June 30, 2021, 2020 and 2019, respectively, which were primarily related to the United States operating segment.

and its affiliates together accounted for approximately 11%, 12% and 11% of our consolidated sales for the fiscal

years ended June 30, 2021, 2020 and 2019, respectively, which were primarily related to the United States, Canada and United Kingdom operating segments.

No other customer accounted for at least 10% of our net sales in the past three fiscal years.

Foreign Operations

We sell our products to customers in more than 75 countries.

We sell our products to customers in more tha n 80 co untries.

Sales outside of the United States represented approximately 52%, 51% and 50% of our consolidated net sales in fiscal 2021, 2020 and 2019, respectively.

We aim to meet the consumer at multiple points in their journey, both pre-shop and during purchase, both in-store and online.

We use a combination of trade and consumer promotion and messaging.

We use a combination of trade and consumer advertising and promotion.

Trade advertising and promotion includes placement fees, cooperative advertising, feature advertising in distribution catalogs and in-store merchandising in secondary locations.

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Paid social and digital advertising and public relations programs are the main drivers of brand awareness.

Trial and conversion tactics include, but are not limited to, product search on Google and e-commerce sites, digital coupons, in-store product sampling, direct mail and e-consumer relationship programs.

Trial and conversion tactics include, but are not limited to, product search on Google and e-commerce sites, digital coupons, product sampling, direct mail and e-consumer relationship programs.

Additionally, brand specific websites and social media pages are used to engage consumers with lifestyle, product and usage information related to specific brands.

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We partner with various influencers to help increase brand reach and relevance.

For example, in the United States, our Earth’s Best ® brand has an agreement with PBS Kids and Sesame Workshop.

For example, in the United States, our Earth’s Best ® brand has an agreement with PBS Kids and Sesame Workshop, and Alba Botanica ® has a full year partnership with USA Olympic and World Tour Surfer, Caroline Marks.

In addition, several of our brands are proud supporters of Folds of Honor, a non-profit organization that provides educational sponsorships to military families.

There is no guarantee that these promotional investments will be successful.

New Product Initiatives Through Research and Development

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• Boulder, Colorado, which produces Celestial Seasonings ® teas;

• Moonachie, New Jersey, which produces Terra ® root vegetable and potato chips;

• Mountville, Pennsylvania, which produces Sensible Portions ® snack products;

• Ashland, Oregon, which produces MaraNatha ® nut butters;

• Bell, California, which produces Alba Botanica ® , Avalon Organics ® , JASON ® and Earth’s Best ® personal care products;

• Mountville, Pennsylvania, which produces Sensible Portions ® and Terra ® snack products;

• Bell, California, which produces Alba Botanica ® , Avalon Organics ® , and JASON ® personal care products;

• Trenton, Ontario, which produces Yves Veggie Cuisine ® plant-based products;

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• Grimsby, England, which produces our New Covent Garden Soup Co.

® chilled soups;

• Clitheroe, England, which produces our Farmhouse Fare ® hot-eating desserts;

• Fakenham, England, which produces Linda McCartney’s ® meat-free frozen and chilled foods;

• Corby, England (two facilities), which produces drinks and desserts and prepares fresh cut fruit;

• Gateshead, England, which prepares fresh cut fruit;

• North Yorkshire, England, which produces Yorkshire Provender ® chilled soups;

• Larvik, Norway, which produces our GG UniqueFiber™ products;

• Troisdorf, Germany, which produces Natumi ® , Rice Dream ® , Lima ®, Joya ® and other plant-based beverages;

• Oberwart, Austria, which produces our Dream ® , Lima ®, and Joya ® plant-based foods and beverages;

• Schwerin, Germany, which also produces our Dream ® , Lima ®, and Joya ® plant-based foods and beverages.

® and Yorkshire Provender ® chilled soups;

• Clitheroe, England, which produces our private label and Farmhouse Fare TM hot-eating desserts;

• Fakenham, England, which produces Linda McCartney’s ® (under license) meat-free frozen and chilled foods;

• Troisdorf, Germany, which produces Natumi ® , Lima ® , Joya ® and other plant-based beverages and private label products;

• Oberwart, Austria, which produces our Lima ® and Joya ® plant-based foods and beverages, creamers, cooking creams and private label products;

• Schwerin, Germany, which also produces our Lima ® and Joya ® plant-based foods and beverages and private label products.

Properties” of this Form 10-K for more information on the manufacturing facilities that we operate.

In addition to the products manufactured in our own facilities, independent third-party contract manufacturers, who are referred to in our industry as “co-packers,” manufacture many of our products.

Contract Manufacturers

In addition to the products manufactured in our own facilities, independent third-party contract manufacturers, who are referred to in our industry as co-manufacturers or co-packers, manufacture many of our products.

In general, utilizing co-packers provides us with the flexibility to produce a large variety of products and the ability to enter new categories quickly and economically.

Our contract manufacturers have been selected based on their production capabilities, capitalization and their specific product category

expertise, and we expect to continue to partner with them to improve and expand our product offerings.

During fiscal 2020, 2019 and 2018, approximately 41% , 42% and 41%, respectively, of our revenue was derived from products manufactured by co-packers.

Our contract manufacturers have been selected based on their production capabilities, capitalization and their specific product category expertise, and we expect to continue to partner with them to improve and expand our product offerings.

During fiscal 2021, 2020 and 2019, approximately 39% , 41% and 42%, respectively, of our sales were derived from products manufactured by co-packers.

We require that our co-packers comply with all applicable regulations and our quality and food safety program requirements, and compliance is verified through auditing and other activities.

Additionally, the co-packers are required to ensure our products are manufactured in accordance with our finished good specifications to ensure we meet customer expectations.

Additionally, the co-packers are required to ensure our products are manufactured in accordance with our finished goods specifications to ensure we meet customer expectations.

Suppliers of Ingredients and Packaging

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Purchases are made through purchase orders or contracts, and price, delivery terms and product specifications vary.

Agricultural commodities and ingredients are subject to price volatility which can be caused by a variety of factors.

Our input costs began to increase significantly beginning in the latter part of fiscal 2021, and we expect that input cost inflation to continue into fiscal 2022.

We mitigate the input price volatility by entering into purchase arrangements with our suppliers and by adjusting the sale price of our products.

We operate in a highly competitive environment.

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Smucker Company, Kellogg Company, Mondelez International, Inc., Nestle S.A., PepsiCo, Inc.

and Unilever, and conventional personal care products companies with whom we compete include, but are not limited to, Colgate-Palmolive Company, Johnson & Johnson and The Proctor & Gamble Company.

and Unilever, and conventional personal care products companies with whom we compete include, but are not limited to, The Clorox Company, Colgate-Palmolive Company, Johnson & Johnson, The Procter

& Gamble Company and S.

Johnson & Son, Inc.

Certain of these large mainstream conventional packaged foods and personal care companies compete with us by selling both conventional products and natural and/or organic products.

Natural and organic packaged foods competitors include Amy’s Kitchen, Chobani LLC and Nature’s Bounty Inc.

Natural and organic packaged foods competitors include Amy’s Kitchen, Chobani LLC and Yogi Products.

In addition to these competitors, in each of our categories we compete with many regional and small, local niche brands.

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We also copyright certain of our artwork and package designs.

We own registered trademarks for our principal products, including Alba Botanica ® , Almond Dream ® , Avalon Organics ® , Celestial Seasonings ® , Coconut Dream ® , Cully & Sully ® , Earth’s Best ® , Ella’s Kitchen ® , Frank Cooper’s ® , Gale’s ® , Garden of Eatin’ ® , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , Imagine ® , JASON ® , Joya ® , Lima ® , Live Clean ® , MaraNatha ® , Natumi ® , New Covent Garden Soup Co.

® , One Step ® , Orchard House®, Queen Helene ® , Rice Dream ® , Robertson’s ® , Sensible Portions ® , Soy Dream ® , Spectrum ® , Sun-Pat ® , Terra ® , The Greek Gods ® , Yorkshire Provender ® and Yves Veggie Cuisine ® .

We own registered trademarks for our principal products, including Alba Botanica ® , Avalon Organics ® , Celestial Seasonings ® , Cully & Sully ® , Earth’s Best ® , Ella’s Kitchen ® , Frank Cooper’s ® , Gale’s ® , Garden of Eatin’ ® , Hain Pure Foods ® , Hartley’s ® , Health Valley ® , JASON ® , Joya ® , Lima ® , Live Clean ® , MaraNatha ® , Natumi ® , New Covent Garden Soup Co.

® , Queen Helene ® , Robertson’s ® , Sensible Portions ® , Spectrum ® , Sun-Pat ® , Terra ® , The Greek Gods ® , Yorkshire Provender ® and Yves Veggie Cuisine ® .

We also have registered trademarks for many of our best-selling Celestial Seasonings teas, including Country Peach Passion ® , Lemon Zinger ® , Mandarin Orange Spice ® , Raspberry Zinger ® , Red Zinger ® , Sleepytime ® , Tension Tamer ® and Wild Berry Zinger ® .

We also market products under brands licensed under trademark license agreements, including Linda McCartney’s ® , the Sesame Street name and logo and other Sesame Workshop intellectual property on certain of our Earth’s Best ® products, as well as the Paddington Bear image on certain of our Robertson’s ® products.

We also market products under brands licensed under trademark license agreements, including Linda McCartney’s ® , Rose’s ® , the Sesame Street name and logo and other Sesame Workshop intellectual property on certain of our Earth’s Best ® products, as well as the Paddington Bear image on certain of our Robertson’s ® products.

Government Regulation

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In addition, each such facility has at least one Preventive Controls Qualified Individual (“PCQI”) who has successfully completed training in the development and application of risk-based preventive controls at least equivalent to that received under a standardized curriculum recognized by the FDA.

Substantially all of our Hain-owned manufacturing sites and a significant number of our co-packers are certified against a standard recognized by the Global Food Safety Initiative (“GFSI”) including Safe Quality Foods (“SQF”) and British Retail Consortium (“BRC”).

Consortium (“BRC”).

These standards are integrated food safety and quality management protocols designed specifically for the food sector and offer a comprehensive methodology to manage food safety and quality.

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Many of our products are certified kosher under the supervision of accredited agencies including The Union of Orthodox Jewish Congregations and “KOF-K” Kosher Supervision.

We also work with other non-governmental organizations such as NSF International, which developed the NSF/ANSI 305 Standard for Personal Care Products Containing Organic Ingredients and provides third-party certification through QAI for our personal care products in the absence of an established government regulation for these products.

In addition, we work with other nongovernmental organizations such as the Gluten Free Intolerance Group, Whole Grain Council and the Non-GMO Project.

Currently all of our Hain-owned facilities are GFSI compliant and audited by external certification bodies.

90% of our FDA regulated food facilities have achieved a GFSI certification.

Available Information

The following information can be found, free of charge, in the “Investor Relations” section of our corporate website at http://www.hain.com :

In addition, we work with other nongovernmental organizations such as the Gluten Free Intolerance Group, Fair Trade USA, Environmental Working Group, The Skin Cancer Foundation, Leaping Bunny, The Roundtable on Sustainable Palm Oil and the Non-GMO Project.

Currently all of our Hain-owned food facilities are GFSI compliant and audited by external certification bodies.

When including our co-manufacturers’ facilities, over 98% of our food facilities have achieved a GFSI certification.

Company Website and Available Information

The following information can be found, free of charge, in the “Investor Relations” section of our corporate website at ir.hain.com :

• our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (“SEC”);

• our policies related to corporate governance, including our Code of Business Conduct and Ethics (“Code of Ethics”) applying to our directors, officers and employees (including our principal executive officer and principal financial and accounting officers) that we have adopted to meet the requirements set forth in the rules and regulations of the SEC and Nasdaq;

• the charters of the Audit, Compensation, Corporate Governance and Nominating, and Strategy Committees of our Board of Directors.

If the Company ever were to amend or waive any provision of its Code of Ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on its website set forth above rather than by filing a Current Report on Form 8-K.

The Company may use its website as a distribution channel of material company information.

Financial and other important information regarding the Company is routinely posted on and accessible through the Company’s investor relations website at ir.hain.com .

In addition, you may automatically receive email alerts and other information about the Company when you enroll your email address by visiting “E-mail Alerts” under the "Shareholder Information" section of our investor relations website.

Information on the Company’s website is not incorporated by reference herein and is not a part of this Form 10-K.

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 1. Business