HAIN CELESTIAL GROUP INC 10-K

Item 8. Financial Statements and Supplementary Data The following consolidated financial statements of The Hain Celestial Group, Inc. and subsidiaries are included in Item 8: Report of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) Consolidated Balance Sheets - June 30, 2022 and 2021 Consolidated Statements of Operations - Fiscal Years ended June 30, 2022, 2021 and 2020 Consolidated Statements of Comprehensive Income (Loss) - Fiscal Years ended June 30, 2022, 2021 and 2020 Consolidated Statements of Stockholders’ Equity - Fiscal Years ended June 30, 2022, 2021 and 2020 Consolidated Statements of Cash Flows - Fiscal Years ended June 30, 2022, 2021 and 2020 Notes to Consolidated Financial Statements The following consolidated financial statement schedule of The Hain Celestial Group, Inc. and subsidiaries is included in Item 15(a): Schedule II - Valuation and qualifying accounts All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and therefore have been omitted. 42 Table of Contents 43 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of The Hain Celestial Group, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of The Hain Celestial Group, Inc. and Subsidiaries (the Company) as of June 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2022, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2022, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 25, 2022 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 44 Table of Contents Revenue Recognition Description of the Matter For the year ended June 30, 2022, the Company’s reported net sales was $1.9 billion. As described in Note 2 of the 2022 consolidated financial statements, the Company provides certain retailers and distributors with trade and promotional incentive programs, which results in variable consideration and the Company having to estimate the expected costs of these programs that are often settled in a period after the sale taking place. The estimated costs of these programs are recorded as a reduction to revenue at the time a product is sold to the customer. The measurement of trade promotions and sales incentive programs involves the use of judgment related to estimates of expected levels of performance and redemption rates. Auditing the estimate of trade promotions and sales incentives is complex because the revenue recognized is determined based on significant management estimates. In particular, estimates are made for expected levels of performance and redemption rates. These estimates are based on historical performance of the retailer or distributor, types and levels of promotions, and expected deviations from historical trends. Changes in these assumptions can have a significant impact on the amount of the revenue recognized. The completeness of the trade promotions and sales incentives estimate could also be impacted by any undisclosed side arrangements with customers. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s trade and promotional incentive program process. For example, we tested controls over management’s review of significant assumptions, such as expected sales and consumption activity, management’s validation of the completeness and accuracy of the data used in making their estimates, and other controls such as their retrospective review analysis. Among other tests, we tested the results of the Company's retrospective review analyses performed on their prior year and current year trade and promotional incentive program reserves, evaluated the assumptions used by comparing them to historical trends and third-party source information, and performed detailed transactional testing of customer deduction data. Additionally, we obtained confirmations from Company sales representatives to assess the completeness of incentive programs. 45 Table of Contents Valuation of Intangible Assets from the That’s How We Roll Acquisition Description of the Matter As described in Note 4 to the consolidated financial statements, during the year ended June 30, 2022, the Company completed the acquisition of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll" for total consideration of $260.4 million, net of cash acquired. The transaction was accounted for under the acquisition method of accounting whereby the total purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and liabilities. Auditing the Company's accounting for its acquisition of That’s How We Roll required complex auditor judgment due to the significant estimation uncertainty inherent in determining the fair value of identified intangible assets for acquired customer relationships and trade names. The significant estimation uncertainty was primarily due to the judgmental nature of the inputs to the valuation techniques used to measure the fair value of these intangible assets as well as the sensitivity of the respective fair values to the underlying significant assumptions. The significant assumptions used to estimate the fair value of the acquired intangible assets included discount rates, revenue growth rates, and operating margins. These significant assumptions are forward-looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the valuation of intangible assets from the That’s How We Roll acquisition. For example, we tested controls over management’s review of the valuation models and significant assumptions described above. To test the estimated fair value of the acquired customer relationships and trade names, we performed audit procedures that included, among others, assessing the appropriateness of the valuation methodologies and testing the significant assumptions discussed above and the completeness and accuracy of the underlying data used by the Company. For example, we compared the revenue growth rates and operating margins to the historical results of the acquired business. We further performed sensitivity analyses to evaluate the changes in the fair value of the acquired intangible assets that would result from changes in the significant assumptions. In addition, we involved internal valuation specialists to assist us in our evaluation of the valuation methodologies and certain significant assumptions used by the Company. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1994. Jericho, New York August 25, 2022 46 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 30, 2022 AND JUNE 30, 2021 (In thousands, except par values) June 30, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 65,512 $ 75,871 Accounts receivable, less allowance for doubtful accounts of $ 1,731 and $ 1,314 , respectively 170,661 174,066 Inventories 308,034 285,410 Prepaid expenses and other current assets 54,079 39,834 Assets held for sale 1,840 1,874 Total current assets 600,126 577,055 Property, plant and equipment, net 297,405 312,777 Goodwill 933,796 871,067 Trademarks and other intangible assets, net 477,533 314,895 Investments and joint ventures 14,456 16,917 Operating lease right-of-use assets, net 114,691 92,010 Other assets 20,377 21,187 Total assets $ 2,458,384 $ 2,205,908 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 174,765 $ 171,947 Accrued expenses and other current liabilities 86,833 117,957 Current portion of long-term debt 7,705 530 Total current liabilities 269,303 290,434 Long-term debt, less current portion 880,938 230,492 Deferred income taxes 95,044 42,639 Operating lease liabilities, noncurrent portion 107,481 85,929 Other noncurrent liabilities 22,450 33,531 Total liabilities 1,375,216 683,025 Commitments and contingencies (Note 18) Stockholders’ equity: Preferred stock - $ .01 par value, authorized 5,000 shares; issued and outstanding: none — — Common stock - $ .01 par value, authorized 150,000 shares; issued: 111,090 and 109,507 shares, respectively; outstanding: 89,302 and 99,069 shares, respectively 1,111 1,096 Additional paid-in capital 1,203,126 1,187,530 Retained earnings 769,098 691,225 Accumulated other comprehensive loss ( 164,482 ) ( 73,011 ) 1,808,853 1,806,840 Less: Treasury stock, at cost, 21,788 and 10,438 shares, respectively ( 725,685 ) ( 283,957 ) Total stockholders’ equity 1,083,168 1,522,883 Total liabilities and stockholders’ equity $ 2,458,384 $ 2,205,908 See notes to consolidated financial statements. 47 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020 (In thousands, except per share amounts) Fiscal Year Ended June 30, 2022 2021 2020 Net sales $ 1,891,793 $ 1,970,302 $ 2,053,903 Cost of sales 1,464,352 1,478,687 1,588,133 Gross profit 427,441 491,615 465,770 Selling, general and administrative expenses 300,665 302,368 324,376 Amortization of acquired intangible assets 10,214 8,931 11,638 Productivity and transformation costs 10,174 15,608 48,789 Proceeds from insurance claims ( 196 ) ( 592 ) ( 2,962 ) Goodwill impairment — — 394 Long-lived asset and intangibles impairment 1,903 57,920 27,493 Operating income 104,681 107,380 56,042 Interest and other financing expense, net 12,570 8,654 18,258 Other (income) expense, net ( 11,380 ) ( 10,067 ) 3,956 Income from continuing operations before income taxes and equity in net loss of equity-method investees 103,491 108,793 33,828 Provision for income taxes 22,716 41,093 6,205 Equity in net loss of equity-method investees 2,902 1,591 1,989 Net income from continuing operations $ 77,873 $ 66,109 $ 25,634 Net income (loss) from discontinued operations, net of tax — 11,255 ( 106,041 ) Net income (loss) $ 77,873 $ 77,364 $ ( 80,407 ) Net income (loss) per common share: Basic net income per common share from continuing operations $ 0.84 $ 0.66 $ 0.25 Basic net income (loss) per common share from discontinued operations — 0.11 ( 1.02 ) Basic net income (loss) per common share $ 0.84 $ 0.77 $ ( 0.77 ) Diluted net income per common share from continuing operations $ 0.83 $ 0.65 $ 0.25 Diluted net income (loss) per common share from discontinued operations — 0.11 ( 1.02 ) Diluted net income (loss) per common share $ 0.83 $ 0.76 $ ( 0.77 ) Shares used in the calculation of net income (loss) per common share: Basic 92,989 100,235 103,618 Diluted 93,345 101,322 103,937 See notes to consolidated financial statements. 48 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020 (In thousands) Fiscal Year Ended June 30, 2022 Fiscal Year Ended June 30, 2021 Fiscal Year Ended June 30, 2020 Pre-tax amount Tax (expense) benefit After-tax amount Pre-tax amount Tax (expense) benefit After-tax amount Pre-tax amount Tax benefit After-tax amount Net income (loss) $ 77,873 $ 77,364 $ ( 80,407 ) Other comprehensive (loss) income: Foreign currency translation adjustments before reclassifications $ ( 102,113 ) $ — ( 102,113 ) $ 85,581 $ — 85,581 $ ( 37,847 ) $ — ( 37,847 ) Reclassification of currency translation adjustment included in net income (loss) — — — 16,073 — 16,073 95,120 — 95,120 Change in deferred gains (losses) on cash flow hedging instruments 946 ( 146 ) 800 608 ( 128 ) 480 ( 1,007 ) 211 ( 796 ) Change in deferred gains (losses) on fair value hedging instruments 633 ( 133 ) 500 — — — — — — Change in deferred gains (losses) on net investment hedging instruments 11,827 ( 2,485 ) 9,342 ( 4,751 ) 998 ( 3,753 ) ( 3,627 ) 762 ( 2,865 ) Total other comprehensive (loss) income $ ( 88,707 ) $ ( 2,764 ) $ ( 91,471 ) $ 97,511 $ 870 $ 98,381 $ 52,639 $ 973 $ 53,612 Total comprehensive (loss) income $ ( 13,598 ) $ 175,745 $ ( 26,795 ) See notes to consolidated financial statements. 49 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020 (In thousands, except par values) Common Stock Additional Accumulated Other Amount Paid-in Retained Treasury Stock Comprehensive Shares at $ 0.01 Capital Earnings Shares Amount (Loss) Income Total Balance at June 30, 2019 108,833 $ 1,088 $ 1,158,257 $ 695,017 4,614 $ ( 110,039 ) $ ( 225,004 ) $ 1,519,319 Net loss ( 80,407 ) ( 80,407 ) Cumulative effect of adoption of ASU 2016-02 ( 439 ) ( 439 ) Other comprehensive income 53,612 53,612 Issuance of common stock pursuant to stock-based compensation plans 290 4 ( 4 ) — Employee shares withheld for taxes 73 ( 1,931 ) ( 1,931 ) Repurchases of common stock 2,551 ( 60,222 ) ( 60,222 ) Stock-based compensation expense 13,622 13,622 Balance at June 30, 2020 109,123 $ 1,092 $ 1,171,875 $ 614,171 7,238 $ ( 172,192 ) $ ( 171,392 ) $ 1,443,554 Continued on next page 50 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020 (In thousands, except par values) Continued from previous page Common Stock Additional Accumulated Other Amount Paid-in Retained Treasury Stock Comprehensive Shares at $ 0.01 Capital Earnings Shares Amount (Loss) Income Total Balance at June 30, 2020 109,123 $ 1,092 $ 1,171,875 $ 614,171 7,238 $ ( 172,192 ) $ ( 171,392 ) $ 1,443,554 Net income 77,364 77,364 Cumulative effect of adoption of ASU 2016-13 ( 310 ) ( 310 ) Other comprehensive income 98,381 98,381 Issuance of common stock pursuant to stock-based compensation plans 384 4 ( 4 ) — Employee shares withheld for taxes 120 ( 4,282 ) ( 4,282 ) Repurchases of common stock 3,080 ( 107,483 ) ( 107,483 ) Stock-based compensation expense 15,659 15,659 Balance at June 30, 2021 109,507 $ 1,096 $ 1,187,530 $ 691,225 10,438 $ ( 283,957 ) $ ( 73,011 ) $ 1,522,883 Net income 77,873 77,873 Other comprehensive loss ( 91,471 ) ( 91,471 ) Issuance of common stock pursuant to stock-based compensation plans 1,583 15 ( 15 ) — Employee shares withheld for taxes 724 ( 32,663 ) ( 32,663 ) Repurchases of common stock 10,626 ( 409,065 ) ( 409,065 ) Stock-based compensation expense 15,611 15,611 Balance at June 30, 2022 111,090 $ 1,111 $ 1,203,126 $ 769,098 21,788 $ ( 725,685 ) $ ( 164,482 ) $ 1,083,168 See notes to consolidated financial statements. 51 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FISCAL YEARS ENDED JUNE 30, 2022 , 2021 AND 2020 (In thousands) Fiscal Year Ended June 30, 2022 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 77,873 $ 77,364 $ ( 80,407 ) Net income (loss) from discontinued operations — 11,255 ( 106,041 ) Net income from continuing operations $ 77,873 $ 66,109 $ 25,634 Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations: Depreciation and amortization 46,849 49,569 52,088 Deferred income taxes 9,020 9,884 36,160 Equity in net loss of equity-method investees 2,902 1,591 1,989 Stock-based compensation, net 15,611 15,659 13,078 Goodwill impairment — — 394 Long-lived asset and intangibles impairment 1,903 57,920 27,493 Gain on sale of assets ( 8,588 ) ( 4,900 ) — (Gain) loss on sale of businesses — ( 2,680 ) 3,564 Other non-cash items, net ( 1,608 ) 429 342 (Decrease) increase in cash attributable to changes in operating assets and liabilities: Accounts receivable ( 5,347 ) ( 2,890 ) 33,856 Inventories ( 25,272 ) ( 38,522 ) 33,236 Other current assets ( 10,459 ) 55,172 ( 45,337 ) Other assets and liabilities ( 2,704 ) ( 220 ) 5,986 Accounts payable and accrued expenses ( 19,939 ) ( 10,362 ) ( 31,569 ) Net cash provided by operating activities from continuing operations 80,241 196,759 156,914 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property, plant and equipment ( 39,965 ) ( 71,553 ) ( 60,893 ) Acquisitions of businesses, net of cash acquired ( 259,985 ) — — Investment in joint venture ( 694 ) ( 813 ) — Proceeds from sale of assets 12,335 10,395 — Proceeds from sale of businesses, net and other — 59,607 15,765 Net cash used in investing activities from continuing operations ( 288,309 ) ( 2,364 ) ( 45,128 ) CASH FLOWS FROM FINANCING ACTIVITIES Borrowings under bank revolving credit facility 759,000 241,000 262,000 Repayments under bank revolving credit facility ( 396,000 ) ( 291,000 ) ( 401,669 ) Borrowings under term loan 300,000 — — Repayments under term loan ( 3,750 ) — ( 206,250 ) Proceeds from funding of discontinued operations — — 305,645 Payments of other debt, net ( 3,320 ) ( 2,094 ) ( 2,040 ) Share repurchases ( 410,480 ) ( 106,067 ) ( 60,221 ) Employee shares withheld for taxes ( 32,663 ) ( 4,282 ) ( 1,931 ) Net cash provided by (used in) financing activities from continuing operations 212,787 ( 162,443 ) ( 104,466 ) Effect of exchange rate changes on cash from continuing operations ( 15,078 ) 6,148 ( 566 ) CASH FLOWS FROM DISCONTINUED OPERATIONS Cash used in operating activities — — ( 5,748 ) Cash provided by investing activities — — 297,592 Cash used in financing activities — — ( 299,816 ) Effect of exchange rate changes on cash - discontinued operations — — ( 537 ) Net cash used in discontinued operations — — ( 8,509 ) Net (decrease) increase in cash and cash equivalents ( 10,359 ) 38,100 ( 1,755 ) Cash and cash equivalents at beginning of year 75,871 37,771 39,526 Cash and cash equivalents of continuing operations at end of year $ 65,512 $ 75,871 $ 37,771 See notes to consolidated financial statements. 52 Table of Contents THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands, except par values and per share data) 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Description of Business The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), was founded in 1993 and is headquartered in Lake Success, New York. The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet. The Company continues to be a leading marketer, manufacturer and seller of organic and natural, “better-for-you” products by anticipating and exceeding consumer expectations in providing quality, innovation, value and convenience. The Company is committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes. Hain Celestial sells its products through specialty and natural food distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores in ove r 75 cou ntries worldwide. The Company operates under two reportable segments: North America and International. Basis of Presentation The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliated companies in which the Company exercises significant influence, but which it does not control, are accounted for under the equity method of accounting. As such, consolidated net income (loss) includes the Company’s equity in the current earnings or losses of such companies. Unless otherwise indicated, references in these consolidated financial statements to 2022, 2021 and 2020 or “fiscal” 2022, 2021 and 2020 or other years refer to the fiscal year ended June 30 of that respective year and references to 2023 or “fiscal” 2023 refer to the fiscal year ending June 30, 2023. Acquisition On December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll" ("THWR"), the producer and marketer of ParmCrisps ® and Thinsters ® . See Note 4, Acquisitions and Dispositions , for details. Discontinued Operations The financial statements separately report discontinued operations and the results of continuing operations (see Note 4, Acquisitions and Dispositions ). All footnotes exclude discontinued operations unless otherwise noted. Use of Estimates The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). The accounting principles used required the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting periods presented. Actual results could differ from those estimates. These estimates include, among others, variable consideration related to revenue recognition for trade promotions and sales incentives, valuation of accounts and chargeback receivables, valuation of long-lived assets, goodwill and intangible assets (acquired in business combinations and analysis of impairment), stock-based compensation, and valuation allowances for deferred tax assets. 53 Table of Contents 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES Cash and Cash Equivalents The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. In addition, cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand. Revenue Recognition The Company sells its products through specialty and natural food distributors, supermarkets, natural foods stores, mass-market and e-commerce retailers, food service channels and club, drug and convenience stores in over 75 countries worldwide. T he majority of the Company’s revenue contracts represent a single performance obligation related to the fulfillment of customer orders for the purchase of products. The Company recognizes revenue as performance obligations are fulfilled when control passes to customers. Customer contracts typically contain standard terms and conditions. In instances where formal written contracts are not in place, the Company considers the customer purchase orders to be contracts based on the criteria outlined in Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). Payment terms and conditions vary by customer and are based on the billing schedule established in contracts or purchase orders with customers, but the Company generally provides credit terms to customers ranging from 10-90 days. Therefore, the Company has concluded that contracts do not include a significant financing component. Sales includes shipping and handling charges billed to the customer and are reported net of discounts, trade promotions and sales incentives, consumer coupon programs and other costs, including estimated allowances for returns, allowances and discounts associated with aged or potentially unsalable product, and prompt pay discounts. Shipping and handling costs are accounted for as a fulfillment activity of promise to transfer products to customers and are included in the cost of sales line item on the Consolidated Statements of Operations. Variable Consideration In addition to fixed contract consideration, many of the Company’s contracts include some form of variable consideration. The Company offers various trade promotions and sales incentive programs to customers and consumers, such as price discounts, slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons. The expenses associated with these programs are accounted for as reductions to the transaction price of the products and are therefore deducted from net sales to determine reported net sales. Trade promotions and sales incentive accruals are subject to significant management estimates and assumptions. The critical assumptions used in estimating the accruals for trade promotions and sales incentives include the Company’s estimate of expected levels of performance and redemption rates. The Company exercises judgment in developing these assumptions. These assumptions are based upon historical performance of the retailer or distributor customers with similar types of promotions adjusted for current trends. The Company regularly reviews and revises, when deemed necessary, estimates of costs to the Company for these promotions and incentives based on what has been incurred by the customers. The terms of most of the promotion and incentive arrangements do not exceed a year and therefore do not require highly uncertain long-term estimates. Settlement of these liabilities typically occurs in subsequent periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Co mpany. Differences between estimated expense and actual promotion and incentive costs are recognized in earnings in the period such differences are determined. Actual expenses may differ if the level of redemption rates and performance were to vary from estimates. During the year ended June 30, 2022, the Company revised its estimates for trade promotion expense incurred in the prior year based on new information that was not available at the time that the June 30, 2021 accrual was established. This change in estimate was due to unique circumstances, such as the implementation of bracket pricing in North America and less expense incurred from retail resets, both leading to lower-than-expected customer deductions on the outstanding promotional accrual. This change in estimate caused an increase in net sales of 0.2 %. Costs to Obtain or Fulfill a Contract As the Company’s contracts are generally shorter than one year, the Company has elected a practical expedient under ASC 606 that allows the Company to expense as incurred the incremental costs of obtaining a contract if the contract period is for one year or less. These costs are included in selling, general and administrative expenses on the Consolidated Statements of Operations. 54 Table of Contents Valuation of Accounts and Chargebacks Receivable and Concentration of Credit Risk The Company routinely performs credit evaluations on existing and new customers and maintains an allowance for expected uncollectible accounts receivable which is recorded as an offset to trade accounts receivable on the Consolidated Balance Sheets. Effective July 1, 2020, collectability of accounts receivable is assessed by applying a historical loss-rate methodology in accordance with ASC Topic 326, Financial Instruments - Credit Losses , adjusted as necessary based on the Company's review of accounts receivable on an individual basis, specifically identifying customers with known disputes or collectability issues, and experience with trade receivable aging categories. The Company also considers market conditions and current and expected future economic conditions to inform adjustments to historical loss data. Changes to the allowance, if any, are classified as bad de bt provisions within selling, general and administrative expenses on the Consolidated Statements of Operations. Credit losses have been within the Company’s expectations in recent years. While one of the Company’s customers represented approximately 15 % and 6 % of trade receivables balances as of June 30, 2022 and 2021, respectively, the Company believes that there is no significant or unusual credit exposure at this time. Based on cash collection history and other statistical analysis, the Company estimates the amount of unauthorized deductions customers have taken that the Company expects will be collected and repaid in the near future and records a chargeback receivable which is a component of trade receivables. Differences between estimated collectible receivables and actual collections are recognized in earnings in the period such differences are determined. Sales to one customer and its affiliates approximated 15 %, 11 % and 12 % of sales during the fiscal years ended June 30, 2022, 2021 and 2020, respectively. Inventory Inventory is valued at the lower of cost or net realizable value, utilizing the first-in, first-out method. The Company provides write-downs for finished goods expected to become non-saleable due to age and specifically identifies and provides for slow moving or obsolete raw ingredients and packaging. Property, Plant and Equipment Property, plant and equipment is carried at cost and depreciated or amortized on a straight-line basis over the estimated useful lives or lease term (for leasehold improvements), whichever is shorter. The Company believes the useful lives assigned to the Company’s property, plant and equipment are within ranges generally used in consumer products manufacturing and distribution businesses. The Company’s manufacturing plants and distribution centers, and their related assets, are reviewed when impairment indicators are present by analyzing underlying cash flow projections. The Company believes no impairment of the carrying value of such assets exists other than as disclosed under Note 4, Acquisitions and Dispositions , and Note 6, Property, Plant and Equipment, Net . Ordinary repairs and maintenance costs are expensed as incurred. The Company utilizes the following ranges of asset lives: Buildings and improvements 10 - 40 years Machinery and equipment 3 - 20 years Furniture and fixtures 3 - 15 years Leasehold improvements are amortized over the shorter of the respective initial lease term or the estimated useful life of the assets, and generally range from 3 to 20 years. Software that is developed for internal use is recorded as a component of property, plant and equipment. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal use software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Once placed into service, internally developed software is amortized on a straight-line basis over its estimated useful life. All other expenditures, including those incurred in order to maintain the asset’s current level of performance, are expensed as incurred. The net book value of internally developed software as of June 30, 2022 is $ 19,874 and it is included as a component of Computer Hardware and Software in Note 6, Property, Plant and Equipment, Net . 55 Table of Contents Goodwill and Other Indefinite-Lived Intangible Assets Goodwill and other intangible assets with indefinite useful lives are not amortized but rather are tested at least annually for impairment, or when circumstances indicate that the carrying amount of the asset may not be recoverable. The Company performs its annual test for impairment at the beginning of the fourth quarter of its fiscal year. Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect not to perform the qualitative assessment for some or all reporting units and perform a quantitative impairment test. The impairment test for goodwill requires the Company to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a blended analysis of a discounted cash flow model and a market valuation approach to determine the fair values of its reporting units. If the carrying value of a reporting unit exceeds its fair value, the Company would then compare the carrying value of the goodwill to its implied fair value in order to determine the amount of the impairment, if any. Indefinite-lived intangible assets, which are not amortized, consist primarily of acquired trademarks and tradenames. Indefinite-lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill, or on an interim basis if and when events or circumstances change that would more likely than not reduce the fair value of any of its indefinite-life intangible assets below their carrying value. In assessing fair value, the Company utilizes a “relief from royalty” methodology. This approach involves two steps: (i) estimating the royalty rates for each trademark and (ii) applying these royalty rates to a projected net sales stream and discounting the resulting cash flows to determine fair value. If the carrying value of the indefinite-lived intangible assets exceeds the fair value of the assets, the carrying value is written down to fair value in the period identifie d. This method includes significant management assumptions such as revenue growth rates, weighted average cost of capital and assumed royalty rates. See Note 8, Goodwill and Other Intangible Assets, for information on goodwill and intangibles impairment charges. Transfer of Financial Assets The Company accounts for transfers of financial assets, such as non-recourse accounts receivable factoring arrangements, when the Company has surrendered control over the related assets. Determining whether control has transferred requires an evaluation of relevant legal considerations, an assessment of the nature and extent of the Company’s continuing involvement with the assets transferred and any other relevant considerations. The Company has non-recourse factoring arrangements in which eligible receivables are sold to third-party buyers in exchange for cash. The Company transferred accounts receivables in their entirety to the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale. The principal amount of receivables sold under these arrangements was $ 170,737 during the year ended June 30, 2022, $ 96,788 during the year ended June 30, 2021 and $ 108,928 were sold in the year ended June 30, 2020. The incremental cost of factoring receivables under these arrangements is included in selling, general and administrative expenses on the Company’s Consolidated Statements of Operations. The proceeds from the sale of receivables are included in cash from operating activities on the Consolidated Statements of Cash Flows. Cost of Sales Included in cost of sales are the cost of products sold, including the costs of raw materials and labor and overhead required to produce the products, warehousing, distribution, supply chain costs, as well as costs associated with shipping and handling of inventory. Foreign Currency Translation and Remeasurement The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company’s international operations are reported as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. Gains and losses arising from intercompany foreign currency transactions that are of a long-term nature are reported in the same manner as translation adjustments. Gains and losses arising from intercompany foreign currency transactions that are not of a long-term nature and certain transactions of the Company’s subsidiaries which are denominated in currencies other than the subsidiaries’ functional currency are recognized as incurred in other (income) expense, net on the Consolidated Statements of Operations. 56 Table of Contents Selling, General and Administrative Expenses Included in selling, general and administrative expenses are advertising costs, promotion costs not paid directly to the Company’s customers, salary and related benefit costs of the Company’s employees in the finance, human resources, information technology, legal, sales and marketing functions, facility related costs of the Company’s administrative functions, research and development costs, and costs paid to consultants and third party providers for related services. Research and Development Costs Research and development costs are expensed as incurred and are included in selling, general and administrative expenses on the Consolidated Statement of Operations. Research and development costs amounted to $ 9,416 in fiscal 2022, $ 10,372 in fiscal 2021 and $ 11,653 in fiscal 2020, consisting primarily of personnel related costs. The Company’s research and development expenditures do not include the expenditures on such activities undertaken by co-packers and suppliers who develop numerous products on behalf of the Company and on their own initiative with the expectation that the Company will accept their new product ideas and market them under the Company’s brands. Advertising Costs Advertising costs, which are included in selling, general and administrative expenses, amounted to $ 15,393 in fiscal 2022, $ 20,706 in fiscal 2021 and $ 19,455 in fiscal 2020. Such costs are expensed as incurred. Proceeds from Insurance Claims In July 2019, the Company received $ 7,027 as partial payment from an insurance claim relating to business disruption costs associated with a co-packer, $ 4,460 of which was recognized in fiscal 2019 as it related to reimbursement of costs incurred in that fiscal year. The Company recorded an additional $ 2,567 in the first quarter of fiscal 2020 and received an additional $ 462 of proceeds in the third quarter of fiscal 2020. In fiscal 2021 and fiscal 2022, the Company received $ 592 and $ 196 of proceeds from insurance claims, respectively. Income Taxes The Company follows the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the differences between the financial statement and tax bases of assets and liabilities at enacted rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided for deferred tax assets to the extent it is more likely than not that the deferred tax assets will not be recoverable against future taxable income. The Company recognizes liabilities for uncertain tax positions based on a two-step process prescribed by the authoritative guidance. The first step requires the Company to determine if the weight of available evidence indicates that the tax position has met the threshold for recognition; therefore, the Company must evaluate whether it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires the Company to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company reevaluates the uncertain tax positions each period based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Depending on the jurisdiction, such a change in recognition or measurement may result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company records interest and penalties in the provision for income taxes. Fair Value of Financial Instruments The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction between willing parties. At June 30, 2022 and 2021, the carrying values of financial instruments such as accounts receivable, accounts payable, accrued expenses and other current liabilities, as well as borrowings under the Company’s credit facility and other borrowings, approximated fair value based upon either the short-term maturities or market interest rates of these instruments. Derivative Instruments and Hedging Activities 57 Table of Contents ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The effective portion of changes in the fair value of derivative instruments that qualify for cash flow hedge and net investment hedge accounting treatment are recognized in stockholders’ equity as a component of accumulated other comprehensive loss until the hedged item is recognized in earnings. Changes in the fair value of fair value hedges, derivatives that do not qualify for hedge accounting treatment, as well as the ineffective portion of any cash flow hedges, are recognized currently in earnings as a component of other (income) expense, net or interest and other financing expense, net on the Consolidated Statement of Operations. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. Stock-Based Compensation The Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-based and performance-based awards, and a Monte Carlo simulation model to determine the fair value of market-based awards. The fair value of stock-based compensation awards is recognized as an expense over the vesting period using the straight-line method. For awards that contain a market condition, expense is recognized over the defined or derived service period using a Monte Carlo simulation model. Compensation expense is recognized for these awards on a straight-line basis over the service period, regardless of the eventual number of shares that are earned based upon the market condition, provided that each grantee remains an employee at the end of the performance period. Compensation expense on awards that contain a market condition is reversed if at any time during the service period a grantee is no longer an employee. For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the performance criteria is probable and is recognized over the performance and vesting service periods. Compensation expense is recognized for only that portion of stock-based awards that are expected to vest. The Company recognizes forfeitures as they occur at which time compensation cost previously recognized for an award that is forfeited because of failure to satisfy a condition is reversed in the period of the forfeiture. The Company receives an income tax deduction in certain tax jurisdictions for restricted stock grants when they vest and for stock options exercised by employees equal to the excess of the market value of the Company’s common stock on the date of exercise over the option price. Excess tax benefits (tax benefits resulting from tax deductions in excess of compensation cost recognized) are classified as a cash flow provided by operating activities on the Consolidated Statements of Cash Flows. Valuation of Long-Lived Assets The Company periodically evaluates the carrying value of long-lived assets, other than goodwill and intangible assets with indefinite lives, held and used in the business when events and circumstances occur indicating that the carrying amount of the asset may not be recoverable. An impairment test is performed when the estimated undiscounted cash flows associated with the asset or group of assets is less than their carrying value. Once such impairment test is performed, a loss is recognized based on the amount, if any, by which the carrying value exceeds the estimated fair value for assets to be held and used. See Note 4, Acquisitions and Dispositions , and Note 6, Property, Plant and Equipment , Net , for information on long-lived asset impairment charges. 58 Table of Contents Leases Arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based on the present value of lease payments over the lease term. With the exception of certain finance leases, an implicit rate of return is not readily determinable for the Company's leases. For these leases, an incremental borrowing rate is used in determining the present value of lease payments and is calculated based on information available at the lease commencement date. The incremental borrowing rate is determined using a portfolio approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Leases with an initial term of 12 months or less are not recognized on the Consolidated Balance Sheets. The Company has elected to separate lease and non-lease components. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Recently Adopted Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination on the acquisition date in accordance with ASC 606 as if it had originated the contracts. This approach differs from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value. The Company adopted ASU 2021-08 during the second quarter of fiscal year 2022, and the adoption did not have an impact on the Company's consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform. ASU 2020-04 is currently effective and may be applied prospectively to contract modifications made on or before December 31, 2022. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies certain provisions in Topic 848, if elected by an entity, to apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. During the first quarter of fiscal year 2022, the Company adopted the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company is currently assessing the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. Recently Issued Accounting Pronouncements Not Yet Effective There are no recently issued accounting pronouncements not yet effective that the Company believes will have a significant impact on its consolidated financial statements. 59 Table of Contents 3. EARNINGS (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income per share utilized to calculate earnings per share on the Consolidated Statements of Operations: Fiscal Year Ended June 30, 2022 2021 2020 Numerator: Net income from continuing operations $ 77,873 $ 66,109 $ 25,634 Net income (loss) from discontinued operations, net of tax — 11,255 ( 106,041 ) Net income (loss) $ 77,873 $ 77,364 $ ( 80,407 ) Denominator: Basic weighted average shares outstanding 92,989 100,235 103,618 Effect of dilutive stock options, unvested restricted stock and unvested restricted share units 356 1,087 319 Diluted weighted average shares outstanding 93,345 101,322 103,937 There were 316 , 137 and 428 restricted stock awards an d stock options excl uded from the Company’s calculation of diluted net income (loss) per sha re for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, as such awards were anti-dilutive. Additionally 214 , 721 and 2,645 stock-based awards outstanding at June 30, 2022, 2021 and 2020, respectively, were excluded from the calculation of diluted net income (loss) per share for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods. 4. 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. 60 Table of Contents 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 61 Table of Contents (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. 62 Table of Contents 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. 63 Table of Contents 5. INVENTORIES Inventories consisted of the following: June 30, 2022 June 30, 2021 Finished goods $ 202,544 $ 187,884 Raw materials, work-in-progress and packaging 105,490 97,526 $ 308,034 $ 285,410 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: June 30, 2022 June 30, 2021 Land $ 11,216 $ 13,666 Buildings and improvements 51,849 58,143 Machinery and equipment 296,398 306,811 Computer hardware and software 65,680 65,132 Furniture and fixtures 23,522 23,546 Leasehold improvements 54,999 54,360 Construction in progress 27,200 21,633 530,864 543,291 Less: Accumulated depreciation and impairment 233,459 230,514 $ 297,405 $ 312,777 Depreciation expense for the fiscal years e nded June 30, 2022, 2021 and 2020 was $ 31,235 , $ 34,291 and $ 31,409 , respectively. During fiscal year 2022, the Company completed the sale of undeveloped land plots in Boulder, Colorado in the United States for total cash proceeds of $ 10,005 , net of brokerage and other fees, resulting in a gain in the amount of $ 8,656 , which is included as a component of other (income) expense, net on the Consolidated Statement of Operations. The Company recognized a non-cash impairment charge of $ 303 during the fiscal year ended June 30, 2022 relating to a facility in the United Kingdom. Further, a facility in the United States was held for sale as of June 30, 2022 with a net carrying amount of $ 1,840 . During fiscal year 2021, the Company recorded $ 1,333 of non-cash impairment charges related to the write-down of building improvements. Additionally, during fiscal year 2021, the Company completed the sale of its manufacturing facility in Moonachie, NJ in the United States which resulted in a gain in the amount of $ 4,900 . In connection with the sale, property, plant and equipment, net in the amount of $ 5,502 was written off. In addition to the aforementioned items, a non-cash impairment charge of $ 244 was recorded related to a facility in the United Kingdom which was held for sale as of June 30, 2021; the remaining property, plant and equipment, net of $ 1,874 was classified as held for sale on the Consolidated Balance Sheets as of June 30, 2021. During fiscal 2020, the Company recorded $ 12,313 of non-cash impairment charges primarily related to a write-down of building improvements, machinery and equipment in the United States and Europe used to manufacture certain slow moving or low margin SKUs, held for sale accounting of Danival and consolidation of certain office space and manufacturing facilities. 64 Table of Contents 7. LEASES The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Europe. The Company determines if an arrangement is or contains a lease at inception. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants. A limited number of lease agreements include rental payments adjusted periodically for inflation. Certain of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability; thereafter, changes to lease payments due to rate or index changes are recorded as variable lease expense in the period incurred. The Company does not have any related party leases, and sublease transactions are de minimis. The components of lease expenses for the fiscal years ended June 30, 2022, 2021 and 2020 were as follows: Fiscal Year Ended 2022 2021 2020 Operating lease expenses (a) $ 15,911 $ 16,403 $ 18,981 Finance lease expenses (a) 251 391 1,197 Variable lease expenses 1,010 1,423 2,570 Short-term lease expenses 3,394 2,387 1,723 Total lease expenses $ 20,566 $ 20,604 $ 24,471 (a) For the fiscal year ended June 30, 2020, operating lease expenses and finance lease expenses included $ 1,505 and $ 251 , respectively, of ROU asset impairment charges associated with the Company’s ongoing productivity and transformation initiatives. Of this amount, $ 929 was recognized as a component of long-lived asset and intangibles impairment on the Consolidated Statement of Operations with the remainder recognized as a component of cost of sales. Supplemental balance sheet information related to leases is as follows: Leases Classification June 30, 2022 June 30, 2021 Assets Operating lease ROU assets Operating lease right-of-use assets $ 114,691 $ 92,010 Finance lease ROU assets, net Property, plant and equipment, net 413 547 Total leased assets $ 115,104 $ 92,557 Liabilities Current Operating Accrued expenses and other current liabilities $ 13,154 $ 10,870 Finance Current portion of long-term debt 149 229 Non-current Operating Operating lease liabilities, noncurrent portion 107,481 85,929 Finance Long-term debt, less current portion 278 326 Total lease liabilities $ 121,062 $ 97,354 65 Table of Contents Additional information related to leases is as follows: Fiscal Year Ended 2022 2021 2020 Supplemental cash flow information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,462 $ 16,738 $ 17,290 Operating cash flows from finance leases $ 20 $ 17 $ 26 Financing cash flows from finance leases $ 226 $ 338 $ 543 ROU assets obtained in exchange for lease obligations (b) : Operating leases $ 35,337 $ 25,446 $ 104,915 Finance leases $ 116 $ 690 $ 1,475 ROU assets obtained in connection with an acquisition (See Note 4): Operating leases $ 4,098 $ — $ — Weighted average remaining lease term: Operating leases 9.3 years 9.8 years 10.0 years Finance leases 4.1 years 4.0 years 2.5 years Weighted average discount rate: Operating leases 3.9 % 3.3 % 3.0 % Finance leases 4.1 % 3.9 % 2.3 % (b) ROU assets obtained in exchange for lease obligations includes the impact of the adoption of ASU 2016-02 effective July 1, 2019 (see Note 2) and leases which commenced, were modified or terminated during the fiscal year ended June 30, 2020. Maturities of lease liabilities as of June 30, 2022 were as follows: Fiscal Year Operating leases Finance leases Total 2023 $ 17,039 $ 162 $ 17,201 2024 17,886 80 17,966 2025 15,850 80 15,930 2026 15,306 67 15,373 2027 15,012 53 15,065 Thereafter 65,768 25 65,793 Total lease payments 146,861 467 147,328 Less: Imputed interest 26,226 40 26,266 Total lease liabilities $ 120,635 $ 427 $ 121,062 66 Table of Contents 8. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table shows the changes in the carrying am ount of goodwill by reportabl e segment: North America International Total Balance as of June 30, 2020 $ 606,055 $ 255,903 $ 861,958 Divestiture ( 8,429 ) ( 14,362 ) ( 22,791 ) Translation and other adjustments, net 3,186 28,714 31,900 Balance as of June 30, 2021 600,812 270,255 871,067 Acquisition activity (See Note 4) 95,645 — 95,645 Translation and other adjustments, net ( 742 ) ( 32,174 ) ( 32,916 ) Balance as of June 30, 2022 $ 695,715 $ 238,081 $ 933,796 The Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2022 and concluded that no impairment existed at any of its reporting units. During April 2021, the Company completed the divestiture of its Dream business, a component of the United States and Canada reporting units. Goodwill of $ 8,429 was assigned to the divested business on a relative fair value basis. During January 2021, the Company completed the divestiture of its Fruit business, a component of the Hain Daniels reporting unit. Goodwill of $ 14,362 was assigned to the divested business on a relative fair value basis. Other Intangible Assets The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and intangible assets not subject to amortization: June 30, 2022 June 30, 2021 Non-amortized intangible assets: Trademarks and tradenames (1) $ 379,466 $ 273,471 Amortized intangible assets: Other intangibles 199,448 146,856 Less: accumulated amortization and impairment ( 101,381 ) ( 105,432 ) Net carrying amount $ 477,533 $ 314,895 (1) The gross carrying value of trademarks and trade names is reflected net of $ 94,873 and $ 93,273 of accumulated impairment charges as of June 30, 2022 and 2021, respectively. The Company completed its annual assessment of impairment for indefinite-lived intangible assets i n the fourth quarter of fiscal 2022. The assessment indicated that the fair value of the Company’s indefinite-lived intangible assets exceeded their carrying values and no impairment existed. See Note 4, Acquisitions and Dispositions , for details surrounding the acquisition of THWR, including $ 193,800 of identifiable intangible assets acquired on December 28, 2021 . During fiscal 2022, the Company recorded an impairment of $ 1,600 related to an indefinite-lived intangible asset that has been deemed worthless. The amount of the impairment recorded represents the remaining carrying amount of the indefinite-lived intangible asset. The impairment loss is recorded within l ong-lived asset and intangibles impairment on the Consolidated Statements of Operations. The asset was part of the North America reportable segment. In the fourth quarter of fiscal 2021, the Company completed the divestiture of its Dream and GG businesses. Other intangible assets totaling $ 7,833 and $ 729 , consisting primarily of trademarks, were assigned to the divested businesses, respectively. 67 Table of Contents Amortizable intangible assets, which are deemed to have a finite life, primarily consist of customer relationships and are being amortized over their estimated useful lives of 7 to 25 years. Amortization expense was $ 10,214 , $ 8,931 and $ 11,638 for the years ended June 30, 2022, 2021 and 2020, respectively. Expected amortization expense over the next five fiscal years is as follows: Fiscal Year Ending June 30, 2023 2024 2025 2026 2027 Estimated amortization expense $ 11,463 $ 8,748 $ 7,893 $ 7,509 $ 7,277 The weighted average remaining amortization period of amortized intangible assets is 13.7 years. 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following: June 30, 2022 June 30, 2021 Payroll, employee benefits and other administrative accruals $ 44,756 $ 71,229 Facility, freight and warehousing accruals 10,922 15,197 Selling and marketing related accruals 9,548 9,988 Short-term operating lease liabilities 13,154 10,870 Other accruals 8,453 10,673 $ 86,833 $ 117,957 10. DEBT AND BORROWINGS Debt and borrowings consisted of the following: June 30, 2022 June 30, 2021 Revolving credit facility $ 593,000 $ 230,000 Term loans 296,250 — Less: Unamortized issuance costs ( 1,105 ) — Other borrowings (1) 498 1,022 888,643 231,022 Short-term borrowings and current portion of long-term debt (2) 7,705 530 Long-term debt, less current portion $ 880,938 $ 230,492 (1) Included in other borrowings are $ 427 (2021: $ 555 ) of finance lease obligations as discussed in Note 7, Leases. (2) Included in short-term borrowings are $ 149 (2021: $ 229 ) of short-term finance lease obligations as discussed in Note 7, Leases. Amended and Restated Credit Agreement On December 22, 2021, the Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for senior secured financing of $ 1,100,000 in the aggregate, consisting of (1) $ 300,000 in aggregate principal amount of term loans (the "Term Loans") and (2) an $ 800,000 senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $ 440,000 U.S. revolving credit facility and a $ 360,000 global revolving credit facility) (the "Revolver"). Both the Revolver and the Term Loans mature on December 22, 2026. As of June 30, 2022 , there were $ 593,000 of loans under the Revolver, $ 296,250 of Term Loans , and $ 6,769 of letters of credit outstanding under the Credit Agreement. The Credit Agreement provides that loans will bear interest at rates based on (a) the Eurodollar Rate plus a rate ranging from 0.875 % to 1.750 % per annum or (b) the Base Rate plus a rate ranging from — % to 0.750 % per annum, the relevant rate being the Applicable Rate. The Applicable Rate will be determined in accordance with a leverage-based pricing grid, as set forth in 68 Table of Contents the Credit Agreement. Swing Line Loans and Global Swing Line Loans denominated in U.S. Dollars will bear interest at the Base Rate plus the Applicable Rate, and Global Swing Line Loans denominated in foreign currencies shall bear interest based on (a) the Euro Short Term Rate, or €STR, in the case of such loans denominated in Euros plus the Applicable Rate, (b) the Sterling Overnight Index Average Reference Rate, or SONIA, in the case of such loans denominated in Sterling plus the Applicable Rate or (c) the Canadian Prime Rate plus the Applicable Rate. The weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2022 was 3.10 %. Additionally, the Credit Agreement contains a Commitment Fee on the amount unused under the Credit Agreement ranging from 0.150 % to 0.250 % per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid. The Credit Agreement includes maintenance covenants that will require compliance with a consolidated interest coverage ratio, a consolidated secured leverage ratio and a consolidated leverage ratio. As of June 30, 2022, $ 203,981 wa s available under the Credit Agreement, and the Company was in compliance with all associated covenants. In connection with the Credit Agreement, the Company and its material domestic subsidiaries entered into an Amended and Restated Security and Pledge Agreement (the “Security Agreement”), pursuant to which all of the obligations under the Credit Agreement will be secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interests in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions. Credit Agreement Issuance Costs Based on the Company's evaluation of the borrowing capacity associated with the creditors participating in the previous facility compared to those in the Credit Agreement, $ 1,762 of the $ 2,036 of unamortized deferred financing costs at December 22, 2021 were deferred and the remaining $ 274 were expensed as a component of interest and other financing expense, net on the Consolidated Statement of Operations. Additionally, the Company incurred debt issuance costs of approximately $ 2,764 in connection with the Credit Agreement. Of the total $ 4,526 of deferred debt issuance costs, $ 3,292 were associated with the Revolver and are being amortized on a straight-line basis within other assets on the Consolidated Balance Sheets, and $ 1,234 are being amortized on a straight-line basis, which approximates the effective interest method, as an adjustment to the carrying amount of the Term Loans as a component of interest and other financing expense, net on the Consolidated Statement of Operations over the term of the Credit Agreement. Maturities of all debt instruments at June 30, 2022, are as follows: Due in Fiscal Year Amount 2023 $ 7,705 2024 7,595 2025 7,580 2026 7,561 2027 7,557 Thereafter 850,645 $ 888,643 Interest paid during the fiscal years ended June 30, 2022, 2021 and 2020 amounted to $ 9,926 , $ 5,903 and $ 15,514 , respectively. 69 Table of Contents 11. INCOME TAXES The components of income (loss) from continuing operations before income taxes and equity in net loss of equity-method investees were as follows: Fiscal Year Ended June 30, 2022 2021 2020 Domestic $ 24,541 $ 60,215 $ ( 29,339 ) Foreign 78,950 48,578 63,167 Total $ 103,491 $ 108,793 $ 33,828 The provision for income taxes consisted of the following: Fiscal Year Ended June 30, 2022 2021 2020 Current: Federal $ ( 197 ) $ 2,243 $ ( 44,595 ) State and local 179 1,735 619 Foreign 13,714 27,253 14,021 13,696 31,231 ( 29,955 ) Deferred: Federal 6,237 14,266 33,007 State and local ( 463 ) ( 10,064 ) 3,414 Foreign 3,246 5,660 ( 261 ) 9,020 9,862 36,160 Total $ 22,716 $ 41,093 $ 6,205 Cash paid for income taxes, net of (refunds), during the fiscal years ended June 30, 2022 amounted to $ 19,235 . For the fiscal year ended June 30, 2021 , the Company received net tax refunds of $ 32,998 including a $ 53,817 tax loss carryback claim under the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") which allowed for, among other provisions, a five-year carryback of net operating losses (“NOLs”) for 2018-2020 offset by taxes paid in other jurisdictions. Cash paid for income taxes, net of refunds, during the fiscal year ended June 30, 2020 amounted to $ 16,162 . The reconciliation of the U.S. federal statutory rate to the Company’s effective rate on income before provision for income taxes is as follows: Fiscal Year Ended June 30, 2022 % 2021 % 2020 % Expected United States federal income tax at statutory rate $ 21,733 21.0 % $ 22,847 21.0 % $ 7,104 21.0 % State income taxes, net of federal provision (benefit) 1,227 1.2 % 1,150 1.1 % ( 668 ) ( 1.9 ) % Foreign income at different rates ( 576 ) ( 0.6 ) % 4,756 4.4 % 382 1.1 % Impairment of intangible assets — — % 13,466 12.4 % — — % Change in valuation allowance (a) ( 220 ) ( 0.2 ) % ( 5,921 ) ( 5.4 ) % 4,499 13.3 % Change in reserves for uncertain tax positions ( 997 ) ( 1.0 ) % 1,971 1.8 % 7,925 23.4 % Change in foreign tax rate (b) ( 341 ) ( 0.3 ) % 1,840 1.7 % — — % Loss on disposal of subsidiary — % 1,073 1.0 % — — % U.S. tax (benefit) on foreign earnings 2,404 2.3 % ( 50 ) ( 0.1 ) % 7,449 22.0 % CARES Act (c) — % ( 1,116 ) ( 1.0 ) % ( 25,668 ) ( 75.9 ) % Other ( 514 ) ( 0.4 ) % 1,077 1.0 % 5,182 15.3 % Provision for income taxes $ 22,716 21.9 % $ 41,093 37.8 % $ 6,205 18.3 % 70 Table of Contents (a) The Company estimated that it would utilize certain of its state tax loss carryovers in the year ended June 30, 2021. This positive evidence, in addition to other positive evidence, resulted in the Company releasing the valuation allowance on its state deferred assets of $ 9,774 . Further, in fiscal 2021, there was a release of a valuation allowance of $ 1,600 related to Danival; an increase in the valuation allowance of $ 5,051 related to the UK rate change; and a valuation allowance increase of $ 402 related to capital leases. (b) In fiscal year 2021, the U.K. enacted into law a tax rate increase from 17% to 19% and on June 10, 2021, the U.K. enacted an increase in the corporate income tax rate to 25% effective April 1, 2023. The rate change impact in fiscal 2021 was primarily for the re-measurement of deferred tax liabilities on indefinite lived intangible assets. (c) In fiscal 2020, the Company carried back NOLs generated in the June 30, 2019 tax year for five years, resulting in an income tax benefit of $ 18,949 . The $ 18,949 income tax benefit represents the federal rate differential between 35% and 21%. In addition, there was an indirect tax benefit of $ 6,719 related to discontinued operations due to the CARES Act. Accordingly, the gross benefit recorded under the CARES Act in fiscal 2020 was $ 25,668 prior to the reserve under ASC 740-10. In fiscal 2021, the Company received the full refund with interest, with the net adjustment resulting in a benefit of $ 1,116 . With the effective date of January 1, 2018, the Tax Act also introduced a provision to tax global intangible low-taxed income (“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax “BEAT” regime. For the fiscal years ended June 30, 2022, 2021 and 2020, the Compa ny did not generate intercompany transactions that met the BEAT threshold but does have to include GILTI tax relating to the Company’s foreign subsidiaries. The Company elected to account for GILTI tax as a current period cost and recorded expense of $ 1,119 during the fiscal year ended June 30, 2022. The GILTI of $ 1,119 is included in the U.S. tax benefit on foreign earnings in the effective tax rate which also includes tax expense related to Subpart F income and unremitted earnings in total. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. Deferred tax assets and liabilities consisted of the following: June 30, 2022 June 30, 2021 Noncurrent deferred tax assets (liabilities): Basis difference on inventory $ 6,395 $ 6,213 Reserves not currently deductible 11,675 15,261 Basis difference on intangible assets ( 119,109 ) ( 70,482 ) Basis difference on property and equipment ( 15,049 ) ( 11,643 ) Other comprehensive income ( 726 ) 2,792 Net operating loss and tax credit carryforwards 50,077 43,960 Stock-based compensation 1,516 1,797 Unremitted earnings of foreign subsidiaries ( 2,232 ) ( 1,172 ) Operating lease liability 25,423 14,165 Lease ROU assets ( 23,905 ) ( 12,971 ) Other 7,782 7,048 Valuation allowances ( 36,891 ) ( 37,453 ) Noncurrent deferred tax liabilities, net (1) $ ( 95,044 ) $ ( 42,485 ) (1) Includes $ 0 and $ 154 of non-current deferred tax assets included within other assets on the June 30, 2022 and 2021 Consolidated Balance Sheets, respectively. At June 30, 2022 and 2021, the Company had U.S. federal NOL carryforwards of approximately $ 79,890 and $ 59,514 , respectively, certain of which will not expire until 2036. Certain of these federal loss carryforwards are subject to Internal Revenue Code Section 382 which imposes limitations on utilization following certain changes in ownership of the entity generating the loss carryforward. The Company had foreign NOL carryforwards of approximately $ 12,108 and $ 15,441 at June 30, 2022 and 2021, respectively, the majority of which are indefinite lived. For the year ended June 30, 2022, the Company represents that $ 149,252 of foreign earnings are not permanently reinvested with a corresponding deferred tax liability of $ 2,232 . The Company continues to reinvest $ 809,196 of undistributed earnings of its foreign subsidiaries and may be subject to additional foreign withholding taxes and U.S. state income taxes if it reverses its 71 Table of Contents indefinite reinvestment assertion on these foreign earnings in the future. All other outside basis differences not related to earnings were impractical to account for a t this period of time and are currently considered as being permanent in duration. As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the Company establishes a valuation allowance. T he Company has recorded valuation allowances in the amounts of $ 36,891 and $ 37,453 at June 30, 2022 and 2021, respectively . The changes in valuation allowances against deferred income tax assets were as follows: Fiscal Year Ended June 30, 2022 2021 Balance at beginning of year $ 37,453 $ 41,941 Additions charged to income tax expense 784 5,601 Reductions credited to income tax expense ( 1,004 ) ( 11,520 ) THWR purchase accounting 1,743 — Currency translation adjustments ( 2,085 ) 1,431 Balance at end of year $ 36,891 $ 37,453 Unrecognized tax benefits activity, including interest and penalties, is summarized below: Fiscal Year Ended June 30, 2022 2021 2020 Balance at beginning of year $ 22,870 $ 20,899 $ 11,869 Additions based on tax positions related to the current year 273 343 636 Additions based on tax positions related to prior years 304 3,045 8,499 Reductions due to lapse in statute of limitations and settlements ( 1,546 ) ( 1,417 ) ( 105 ) Balance at end of year $ 21,901 $ 22,870 $ 20,899 As of June 30, 2022, the Company had $ 21,901 of unrecognized tax benefits, of which $ 18,089 represents an amount that, if recognized, would impact the effective tax rate in future periods. As of June 30, 2021, the Company had $ 22,870 of unrecognized tax benefits, of which $ 19,058 represents the amount that, if recognized, would impact the effective tax rate in future periods. As of June 30, 2020 , the C ompany had $ 20,899 of unrecognized tax benefits of which $ 17,087 would impact the effective income tax rate in future periods. Accrued liabilities for interest and penalties w ere $ 2,952 a nd $ 2,549 at June 30, 2022 and 2021, respectively. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and several foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years prior to fiscal 2014. However, to the extent we generated NOLs or tax credits in closed tax years, future use of the NOL or tax credit carryforward balance would be subject to examination within the relevant statute of limitations for the year in which utilized. The Company is no longer subject to tax examinations in the United Kingdom for years prior to fiscal 2021. Given the uncertainty regarding when tax authorities will complete their examinations and the possible outcomes of their examinations, a current estimate of the range of reasonably possible significant increases or decreases of income tax that may occur within the next twelve months cannot be made. Although there are various tax audits currently ongoing, the Company does not believe the ultimate outcome of such audits will have a material impact on the Company’s consolidated financial statements. 72 Table of Contents 12. STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue “blank check” preferred stock of up to 5,000 shares with such designations, rights and preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other rights which could decrease the amount of earnings and assets available for distribution to holders of the Company’s common stock. At June 30, 2022 and 2021, no prefer red stock was issued or outstanding. Accumulated Other Comprehensive Loss The following table presents the changes in accumulated other comprehensive loss (“AOCL”): Fiscal Year Ended June 30, 2022 2021 Foreign currency translation adjustments: Other comprehensive (loss) income before reclassifications $ ( 102,113 ) $ 85,581 Amounts reclassified into income (1) — 16,073 Deferred gains (losses) on cash flow hedging instruments: Amount of gain (loss) recognized in AOCL on derivatives 3,511 ( 810 ) Amount of gain (loss) reclassified from AOCL into income (expense) (2) ( 2,711 ) 1,290 Deferred gains (losses) on fair value hedging instruments: Amount of gain recognized in AOCL on derivatives 559 — Amount of gain reclassified from AOCL into income ( 59 ) — Deferred gain (losses) on net investment hedging instruments: Amount of gain (loss) recognized in AOCL on derivatives 9,954 ( 3,359 ) Amount of gain reclassified from AOCL into income (3) ( 612 ) ( 394 ) Net change in AOCL $ ( 91,471 ) $ 98,381 (1) Foreign currency translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the sales of Danival, Fruit and GG UniqueFiber ® , the Company reclassified 16,073 of translations from AOCL to the Company's results of operation s. (2) Amounts reclassified into income (expense) for deferred gains (losses) on cash flow hedging instruments are recorded on the Consolidated Statements of Operations as follows: Fiscal Year Ended June 30, 2022 2021 Cost of sales $ 108 $ 68 Interest and other financing expense, net $ 105 $ ( 150 ) Other expense (income), net $ 3,218 $ ( 1,556 ) (3) Amounts reclassified into income for deferred gains on net investment hedging instruments are recognized in “interest and other financing expense, net” in the Consolidated Statements of Operations and were $ 772 and $ 498 for the fiscal years ended June 30, 2022 and 2021, respectively. Share Repurchase Program In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to $ 250,000 , $ 300,000 and $ 200,000 of the Company’s issued and outstanding common stock, respectively. Share repurchases under each of the 2021 and 2022 authorizations commenced after the previous authorizations were fully utilized. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The current 2022 73 Table of Contents authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. In November 2021, the Company entered into a share repurchase agreement with affiliates of Engaged Capital, LLC (collectively, the “Selling Stockholders”), pursuant to which the Company repurchased 1,700 shares directly from the Selling Stockholders at a price of $ 45.00 per share (see Note 21, Related Party Transactions ). During the fiscal year ended June 30, 2022, the Company repurchased 10,626 shares under the repurchase program, inclusive of the shares repurchased from the Selling Stockholders, for a total of $ 408,886 , excluding commissions, at an average price of $ 38.48 per share. As of June 30, 2022, the Company had $ 173,514 of remaining authorization under the share repurchase program. During the fiscal year ended June 30, 2021, the Company repurchased 3,080 shares under the repurchase program for a total of $ 107,421 , excluding commissions, at an average price of $ 34.87 per share. Of that amount, $ 1,415 was included in accrued expenses and other current liabilities on the Consolidated Balance Sheet as of June 30, 2021 pending settlement of trade. 13. STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS The Compan y has a stockholder-approved plan, the Am ended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), under which the Company’s officers, senior management, other key employees, consultants and directors may be granted equity-based awards. The Company also grants shares under its 2019 Equity Inducement Award Program (the “2019 Inducement Program”) to induce selected individuals to become employees of the Company. The 2002 Plan and 2019 Inducement Program are collectively referred to as the “Stock Award Plans”. In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (the “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods. There were 873 , 237 and 990 shares underlying restricted stock awards (“RSAs”) or restricted share units (“RSUs”) granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020, respectively, of which 249 , 51 and 554 , respectively, were granted under the LTIP and are subject to the achievement of minimum performance goals or market conditions, with the remaining being service-based awards. For performance awards and market awards, the foregoing share figures are stated at target levels, and the awards outstanding at June 30, 2022 generally provide for vesting at 0 % to 200 % of t he target level. There were no options granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020. At June 30, 2022, there were 6,355 and 2,635 shares available for grant under the 2002 Plan and 2019 Inducement Program, respectively. Restricted Stock Awards of restricted stock are either RSAs or RSUs that are issued at no cost to the recipient. RSA holders have all rights of a stockholder at the grant date, subject to certain restrictions on transferability and a risk of forfeiture. There were no RSAs outstanding at June 30, 2022. Shares underlying RSUs are not issued until vesting. Both award types are subject to continued employment and vesting conditions in accordance with provisions set forth in the applicable award agreements. The Company also grants market-based RSUs that vest contingent on meeting specific Total Shareholder Return (“TSR”) targets over a specified time period, and performance-based RSUs that vest contingent on meeting specific financial results within a specified time period. Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”). A summary of the restricted stock activity (including all RSAs, RSUs and PSUs) for the last three fiscal years ended June 30 is as follows: 2022 Weighted Average Grant Date Fair Value (per share) 2021 Weighted Average Grant Date Fair Value (per share) 2020 Weighted Average Grant Date Fair Value (per share) Non-vested - RSAs, RSUs and PSUs 1,780 $ 16.55 2,050 $ 15.85 2,729 $ 12.94 Granted 873 $ 43.55 237 $ 36.13 990 $ 17.36 Vested ( 1,583 ) $ 15.61 ( 375 ) $ 25.21 ( 290 ) $ 23.28 Forfeited ( 280 ) $ 32.98 ( 132 ) $ 17.18 ( 1,379 ) $ 8.80 Non-vested - RSAs, RSUs and PSUs 790 $ 42.44 1,780 $ 16.55 2,050 $ 15.85 At June 30, 2022, the table above includes a total of 163 shares that represent the target number of shares that may be earned based on pre-defined market conditions that are eligible to vest ranging from 0 % to 200 % of target. All such shares relate to the 2022-2024 LTIP as further described below. Granted shares also include 56 shares that may be earned based on certain performance-based metrics being met, all of which remained outstanding at June 30, 2022. Vested shares during the year ended 74 Table of Contents June 30, 2022 include a total of 1,299 shares under the 2019-2021 LTIP that vested at 100 % of target based on achievement of target absolute total shareholder return ("TSR") levels, and a total o f 13 s hares granted in a previous period that vested based on certain performance-based metrics being met. Vested shares during the year ended June 30, 2021 include a total of 20 shares under the 2018-2020 LTIP that vested at 150 % of target based on achievement of the maximum relative TSR target. The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting, for the last three fiscal years ended June 30 was as follows: Fiscal Year Ended June 30, 2022 2021 2020 Fair value of restricted stock granted $ 38,005 $ 8,551 $ 17,179 Fair value of restricted stock vested $ 71,376 $ 15,847 $ 6,775 Tax benefit recognized from restricted stock vesting $ 3,658 $ 1,597 $ 939 A t June 30, 2022, $ 22,706 of unrecognized stock-based compensation expense related to non-vested restricted stock was expected to be recognized over a weighted average period of approximately 1.9 years. Long-Term Incentive Program The participants of the LTIP include certain of the Company’s executive officers and other key executives. The LTI Program is administered by the Compensation Committee which is responsible for, among other items, selecting the specific performance measures for awards, setting the target performance required to receive an award after the completion of the performance period, and determining the specific payout to the participants. • 2022-2024 LTIP During the fiscal year ended June 30, 2022, the Company granted 242 RSUs under the LTIP which vest over a three year period subject to continued employment. At June 30, 2022, 202 RSUs were outstanding under the LTI Program. During the fiscal year ended June 30, 2022, the Company granted market-based PSU awards under the LTIP with a total target payout of 193 shares of common stock. At June 30, 2022, 163 of such shares were outstanding. Vesting is pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the period from November 18, 2021 through the earlier of (i) November 17, 2024; (ii) the date the participant’s employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as defined in the award agreement) (the “TSR Performance Period”). Vesting of 109 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the TSR Performance Period (the “Relative TSR PSUs”). Vesting of 54 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the TSR Performance Period (the “Absolute TSR PSUs”). Total shares eligible to vest for both the Relative TSR PSUs and Absolute TSR PSUs range from 0 % to 200 % of the target amount. Grant date fair values are calculated using a Monte Carlo simulation model with weighted average grant date fair values per target share and related valuation assumptions as follows: Absolute TSR PSUs Relative TSR PSUs Grant date fair value (per target share) $ 39.00 $ 60.09 Risk-free interest rate 0.89 % 0.89 % Expected dividend yield — — Expected volatility 36.93 % 24.46 % Expected term 2.99 years 2.99 years • 2019-2021 LTIP Vesting is pursuant to the achievement of pre-established three-year compound annual TSR targets over the period from November 6, 2018 to November 6, 2021 with total shares eligible to vest ranging from 0 % to 300 % of the target award amount. Certain shares are subject to a holding period of one year after the vesting date, resulting in an illiquidity discount being applied to the grant date fair value for such shares. There were 51 and 554 PSUs granted during fiscal years 2021 and 2020, respectively. No such awards were granted during fiscal year 2022. Grant date fair 75 Table of Contents values are calculated using a Monte-Carlo simulation model. The weighted average grant date fair values per target share and related valuation assumptions were as follows: Fiscal Year ended June 30, 2021 2020 Grant date fair value (per target share) $ 32.13 $ 10.92 Risk-free interest rate 0.13 % 1.54 % Expected dividend yield — — Expected volatility 40.37 % 36.28 % Expected term 1.17 years 1.85 years In the second quarter of fiscal 2022, the Compensation Committee determined that all outstanding awards under the 2019-2021 LTIP vested at 100 % as a result of the TSR targets having been met. • 2018-2020 LTIP V esting was pursuant to a defined calculation of relative TSR over the period from January 24, 2019 to June 30, 2020, with total shares eligible to vest ranging from 0 % to 150 % of the grant. No such awards were granted during fiscal 2021 or 2020. In the first quarter of fiscal 2021, the Compensation Committee determined that all outstanding awards under the 2018-2020 LTIP vested at 150 % as a result of the maximum rel ative TSR target having been met. CEO Inducement Grant On November 6, 2018, the Company’s CEO, Mark L. Schiller received a market-based PSU award with a target payout of 350 shares of common stock and a maximum payout of 1,050 shares of common stock (the “CEO Inducement Grant”). Vesting was pursuant to the achievement of pre-established three-year compound annual TSR levels over the period from November 6, 2018 to November 6, 2021. These PSUs were subject to a holding period of one year after the vesting date. As such, an illiquidity discount was applied to the grant date fair value. The grant date fair value per target share and related valuation assumptions used in the Monte Carlo simulation to value this award were as follows: Grant date fair value (per target share) $ 21.63 Risk-free interest rate 2.99 % Expected dividend yield — Expected volatility 35.17 % Expected term 3.00 years The total grant date fair value of the award was $ 7,571 . This PSU award was granted outside of the Stock Award Plans. In the second quarter of fiscal 2022, the Compensation Committee determined that the CEO Inducement Grant vested at 100 % as a result of the TSR targets having been met. Other Grants Additionally, from time to time, the Company grants other awards that can be RSUs or PSUs to cer tain employees. RSUs generally vest over periods of one to three years based upon continued employment. PSUs generally vest over periods of one to three years based upon continued employment and the achievement of certain performance-based metrics being met. As of June 30, 2022, there were 369 and 56 of such RSUs and PSUs outstanding, respectively. 76 Table of Contents Summary of Stock-Based Compensation Compensation cost and related income tax benefits recognized on the Consolidated Statements of Operations for stock-based compensation plans were as follows: Fiscal Year Ended June 30, 2022 2021 2020 Selling, general and administrative expense $ 15,611 $ 15,659 $ 13,078 Discontinued operations — — 544 Total compensation cost recognized for stock-based compensation plans $ 15,611 $ 15,659 $ 13,622 Related income tax benefit $ 1,574 $ 1,296 $ 1,518 Stock Options The Company did not grant any stock options in fis cal years 2022, 2021 or 2020, and there were no stock options exercised during these periods. There were 122 options outstanding at each of June 30, 2022, 2021 and 2020, relating to a grant under a prior plan. Although no further awards can be granted under the prior plan, the options outstanding continue in accordance with the terms of the plan and grant. For options outstanding and exercisable at June 30, 2022, the aggregate intrinsic value (the difference between the closing stock price on the last day of trading in the year and the exercise price) was $ 2,578 , and the weighted average remaining contractual life was 9.0 years. The weighted average exercise price of these options was $ 2.26 . At June 30, 2022, there was no unrecognized compensation expense related to stock option awards. 14. INVESTMENTS On October 27, 2015, the Company acquired a minority equity interest in Chop’t Creative Salad Company LLC, predecessor to Founders Table Restaurant Group, LLC (“Founders Table”). Founders Table owns and operates the fast-casual restaurant chains Chop’t Creative Salad Co. and Dos Toros Taqueria. The investment is being accounted for as an equity method investment due to the Company’s representation on the Board of Directors of Founders Table. At June 30, 2022 and 2021, the carrying value of the Company’s investment in Founders Table was $ 9,491 and $ 10,699 , respectively, and is included on the Consolidated Balance Sheets as a component of investments and joint ventures. The Company also holds the following investments: (a) Hutchison Hain Organic Holdings Limited, a joint venture with HUTCHMED (China) Limited, accounted for under the equity method of accounting, and (b) Hain Future Natural Products Private Ltd., a joint venture with Future Consumer Ltd, accounted for under the equity method of accounting. During fiscal year 2022, the Company concluded that the carrying value of its investment in Hain Future Natural Products Private Ltd. exceeded the estimated fair value of the investment and deemed the decline to be other-than-temporary. This resulted in the Company recording an impairment charge totaling $ 1,203 , which is included as a component of e quity in net loss of equity-method investees on the Consolidated Statement of Operations. The carrying value of the remaining investments was $ 4,965 and $ 6,218 as of June 30, 2022 and 2021, respectively, and is included on the Consolidated Balance Sheets as a component of Investments and joint ventures. 77 Table of Contents 15. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are: • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). The following table presents by level within the fair value hierarchy, assets and liabilities measured at fair value on a recurring basis as of June 30, 2022: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments $ 7,476 $ — $ 7,476 $ — Equity investment 560 560 — — Total $ 8,036 $ 560 $ 7,476 $ — Liabilities: Derivative financial instruments $ 3,184 $ — $ 3,184 $ — Total $ 3,184 $ — $ 3,184 $ — The following table presents by level within the fair value hierarchy, assets and liabilities measured at fair value on a recurring basis as of June 30, 2021: Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Assets: Derivative financial instruments 699 — 699 — Equity investment 646 646 — — Total $ 1,345 $ 646 $ 699 $ — Liabilities: Derivative financial instruments $ 11,968 $ — $ 11,968 $ — Total $ 11,968 $ — $ 11,968 $ — There were no transfers of financial instruments between the three levels of fair value hierarchy during the fiscal years ended June 30, 2022 or 2021. Derivative Instruments The Company uses interest rate swaps to manage its interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency exchange rates. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the 78 Table of Contents discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The Company incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of the Company’s derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation. As a result, all of the derivatives held as of June 30, 2022 and 2021 were classified as Level 2 of the fair value hierarchy. 16. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s receivables and borrowings. Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency. The Company enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its functional currency, the U.S. Dollar. Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks. The Company does not use derivatives for speculative or trading purposes. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During fiscal 2022 and 2021, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. During fiscal 2023, the Company estimates that an additi onal $ 4,233 will b e reclassified as a decrease to interest expense. As of June 30, 2022, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Amount Interest Rate Swap 8 $ 630,000 79 Table of Contents As of June 30, 2022, the notional amount of the interest rate swaps was $ 630 million. Of this amount, $ 230 million has a maturity date in February 2023. The remaining amount of $ 400 million relates to derivatives that have an effective date in February 2023. Cash Flow Hedges of Foreign Exchange Risk The Company is exposed to fluctuations in various foreign currencies against its functional currency, the U.S. Dollar. The Company uses foreign currency derivatives including cross-currency swaps to manage its exposure to fluctuations in the USD-EUR exchange rates. Cross-currency swaps involve exchanging fixed-rate interest payments for fixed-rate interest receipts, both of which will occur at the USD-EUR forward exchange rates in effect upon entering into the instrument. The Company al so uses forward contracts to manage its exposure to fluctuations in the GBP-EUR exchange rates. The Company designates these derivatives as cash flow hedges of foreign exchange risks. For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in accumulated other comprehensive loss and subsequently reclassified in the period(s) during which the hedged transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction. During fiscal 2023, the Company estimates that an additional $ 277 relating to cross-currency swaps will be reclassified as an increase to interest expense. As of June 30, 2022, the Company had no outstanding foreign currency derivatives that were used to hedge its foreign exchange risks. Net Investment Hedges The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its European foreign entities and their exposure to the Euro. The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in the foreign exchange rate on its foreign investment in Europe. Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are typically cash settled in U.S. Dollars for their fair value at or close to their settlement date. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement. For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in AOCL as part of the cumulative translation adjustment. Amounts are reclassified out of AOCL into earnings when the hedged net investment is eith er sold or substantially liquidated. As of June 30, 2022, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations: Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Cross-currency swap 4 € 100,300 $ 105,804 Fair Value Hedges T he Company is exposed to changes in the fair value of certain of its foreign denominated intercompany loans due to changes in foreign exchange spot rates. The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in foreign exchange rates affecting gains and losses on intercompany loan principal and interest. Cross-currency swaps involve the receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-rate payments over the life of the agreement.  For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in unrealized exchange gains/losses.   Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance with the Company’s accounting policy election. The earnings recognition of excluded components is presented in the same 80 Table of Contents income statement line item as the earnings effect of the hedged transaction. During fiscal 2023, the Company estimates that an additional $ 481  relating to cross-currency swaps will be reclassified as a decrease to interest expense.    As of June 30, 2022, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk: Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased Cross-currency swap 1 € 24,700 $ 26,021 As of June 30, 2022, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges: Carrying Amount of the Hedged Asset Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset 2022 2021 2022 2021 Intercompany loan receivable $ 25,899 $ — $ 122 $ — Total $ 25,899 $ — $ 122 $ — Non-Designated Hedges Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of June 30, 2022, the Comp any had no outstanding deriv atives that were not designated as hedges in qualifying hedging relationships. Designated Hedges The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of June 30, 2022: Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets $ 4,230 Accrued expenses and other current liabilities / Other non-current liabilities $ 3,184 Cross-currency swaps Prepaid expenses and other current assets / Other non-current assets 3,246 Other non-current liabilities — Total derivatives designated as hedging instruments $ 7,476 $ 3,184 The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of June 30, 2021: 81 Table of Contents Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other current assets $ 43 Accrued expenses and other current liabilities / Other noncurrent liabilities $ 312 Cross-currency swaps Prepaid expenses and other current assets 656 Other noncurrent liabilities 11,656 Total derivatives designated as hedging instruments $ 699 $ 11,968 The following table presents the pre-tax effect of cash flow hedge accounting on AOCL as of June 30, 2022, 2021 and 2020: Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income Amount of Gain (Loss) Reclassified from AOCL into Income Fiscal Year Ended June 30, Fiscal Year Ended June 30, 2022 2021 2020 2022 2021 2020 Interest rate swaps $ 1,341 $ 279 $ ( 817 ) Interest and other financing expense, net $ 27 $ ( 308 ) $ ( 40 ) Cross-currency swaps 3,129 ( 1,366 ) ( 1,069 ) Interest and other financing expense, net / Other expense (income), net 3,296 ( 1,398 ) 927 Foreign currency forward contracts ( 93 ) ( 78 ) 95 Cost of sales 108 ( 67 ) ( 103 ) Total $ 4,377 $ ( 1,165 ) $ ( 1,791 ) $ 3,431 $ ( 1,773 ) $ 784 82 Table of Contents The following table presents the pre-tax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations as of June 30, 2022 and 2021: Location and Amount of Gain (Loss) Recognized in the Consolidated Statements of Operations on Cash Flow Hedging Relationships Fiscal Year Ended June 30, 2022 Fiscal Year Ended June 30, 2021 Cost of sales Interest and other financing expense, net Other expense (income), net Cost of sales Interest and other financing expense, net Other expense (income), net The effects of cash flow hedging: Gain (loss) on cash flow hedging relationships Interest rate swaps Amount of gain (loss) reclassified from AOCL into income $ 27 $ — $ ( 308 ) $ — Cross-currency swaps Amount of gain (loss) reclassified from AOCL into income $ 78 $ 3,218 $ — $ 158 $ ( 1,556 ) Foreign currency forward contracts Amount of gain (loss) reclassified from AOCL into income $ 108 $ ( 67 ) $ — $ — The following table presents the pre-tax effect of fair value hedge accounting on AOCL as of June 30, 2022, 2021 and 2020: Derivatives in Cash Flow Hedging Relationships Amount of Gain Recognized in AOCL on Derivatives Location of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain Reclassified from AOCL into Income on Derivatives (Amount Excluded from Effectiveness Testing) Fiscal Year Ended June 30, Fiscal Year Ended June 30, 2022 2021 2020 2022 2021 2020 Cross-currency swaps $ 708 $ — $ — Interest and other financing expense, net $ 75 $ — $ — Total $ 708 $ — $ — $ 75 $ — $ — 83 Table of Contents The following table presents the pre-tax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations as of June 30, 2022 and 2021: Location and Amount of Gain (Loss) Recognized in the Consolidated Statements of Operations on Fair Value Hedging Relationships Fiscal Year Ended June 30, 2022 Fiscal Year Ended June 30, 2021 Cost of sales Interest and other financing expense, net Other expense (income), net Cost of sales Interest and other financing expense, net Other expense (income), net The effects of fair value hedging: Gain on fair value hedging relationships Cross-currency swaps Amount of gain reclassified from AOCL into income $ — $ 75 $ 122 $ — $ — $ — The following table presents the pre-tax effect of the Company’s net investment hedges on Accumulated other comprehensive loss and the Consolidated Statements of Operations as of June 30, 2022, 2021 and 2020: Derivatives in Net Investment Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain (Loss) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing) Fiscal Year Ended June 30, Fiscal Year Ended June 30, 2022 2021 2020 2022 2021 2020 Cross-currency swaps $ 12,599 $ ( 4,251 ) $ ( 3,529 ) Interest and other financing expense, net $ 772 $ 498 $ 98 The following table presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statements Operations as of June 30, 2022, 2021 and 2020: Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative Amount of Gain (Loss) Recognized in Income on Derivatives Fiscal Year Ended June 30, 2022 2021 2020 Foreign currency forward contracts Other expense (income), net $ — $ ( 399 ) $ 119 Credit-Risk-Related Contingent Features The Company has agreements with each of its derivative counterparties that contain a provision providing that upon certain defaults by the Company on any of its indebtedness, the Company could also be declared in default on its derivative obligations. 84 Table of Contents 17. TERMINATION BENEFITS RELATED TO PRODUCTIVITY AND TRANSFORMATION INITIATIVES As a part of the ongoing productivity and transformation initiatives related to the Company’s strategic objective to expand profit margins and cash flow, the Company initiated a reduction in workforce at targeted locations in the United States as well as at certain locations internationally. The reduction in workforce associated with these initiatives may result in additional charges throughout fiscal 2023. The following table displays the termination benefits and personnel realignment activities and liability balances relating to the reduction in workforce for the year ended as of June 30, 2022: Balance at June 30, 2021 Charges, net Amounts Paid Foreign Currency Translation & Other Adjustments Balance at June 30, 2022 Termination benefits and personnel realignment $ 4,448 $ 3,450 $ ( 5,985 ) $ ( 26 ) $ 1,887 The liability balance as of June 30, 2022 and 2021 is included within accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets. Additional non-cash impairment charges related to the Company’s productivity and transformation initiatives have been incurred and are discussed within Note 6, Property, Plant and Equipment, Net , and Note 7, Leases . 18. COMMITMENTS AND CONTINGENCIES Legal Proceedings Securities Class Actions Filed in Federal Court On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York (the "District Court") against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The three complaints are: (1) Flora v. The Hain Celestial Group, Inc., et al. (the “Flora Complaint”); (2) Lynn v. The Hain Celestial Group, Inc., et al. (the “Lynn Complaint”); and (3) Spadola v. The Hain Celestial Group, Inc., et al. (the “Spadola Complaint” and, together with the Flora and Lynn Complaints, the “Securities Complaints”). On June 5, 2017, the District Court issued an order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel. Pursuant to this order, the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs. On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his ability to participate in the Consolidated Securities Action as an absent class member. The Co-Lead Plaintiffs in the Consolidated Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”). The Amended Complaint named as defendants the Company and certain of its former officers (collectively, “Defendants”) and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to dismiss the Amended Complaint on October 3, 2017 which the District Court granted on March 29, 2019, dismissing the case in its entirety, without prejudice to replead. Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended Complaint”). The Second Amended Complaint again named as defendants the Company and certain of its former officers and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the Amended Complaint, including materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to dismiss the Second Amended Complaint on June 20, 2019. On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in its entirety, with prejudice. Co-Lead Plaintiffs appealed the District Court’s decision dismissing the Second Amended Complaint to the United States Court of Appeals for the Second Circuit (the "Second Circuit"). By decision dated December 17, 2021, the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings. On April 6, 2022, the District Court issued an order directing the parties to submit position papers outlining their views regarding: (a) the scope of the Court's reconsideration of Defendants’ Motion to Dismiss the Second Amended Complaint; and (b) the appropriate procedure the Court should follow in light of the Second Circuit's opinion. On April 14, 85 Table of Contents 2022, the District Court entered an order setting the schedule for, and determining the scope of, supplemental briefing on Defendants’ Motion to Dismiss the Second Amended Complaint. The parties submitted supplemental briefing between May 12, 2022 and June 23, 2022. Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court On April 19, 2017 and April 26, 2017, two class action and stockholder derivative complaints were filed in the Eastern District of New York against the former Board of Directors and certain former officers of the Company under the captions Silva v. Simon, et al. (the “Silva Complaint”) and Barnes v. Simon, et al. (the “Barnes Complaint”), respectively. Both the Silva Complaint and the Barnes Complaint allege violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment. On May 23, 2017, an additional stockholder filed a complaint under seal in the Eastern District of New York against the former Board of Directors and certain former officers of the Company. The complaint alleged that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results. The complaint also alleged that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste. On August 9, 2017, the District Court granted an order to unseal this case and reveal Gary Merenstein as the plaintiff (the “Merenstein Complaint”). On August 10, 2017, the District Court granted the parties’ stipulation to consolidate the Barnes Complaint, the Silva Complaint and the Merenstein Complaint under the caption In re The Hain Celestial Group, Inc. Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”) and to appoint Robbins Arroyo LLP and Scott+Scott as Co-Lead Counsel, with the Law Offices of Thomas G. Amon as Liaison Counsel for Plaintiffs. On September 14, 2017, a related complaint was filed under the caption Oliver v. Berke, et al. (the “Oliver Complaint”), and on October 6, 2017, the Oliver Complaint was consolidated with the Consolidated Stockholder Class and Derivative Action. The Plaintiffs filed their consolidated amended complaint under seal on October 26, 2017. On December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action, described above. On March 29, 2019, the District Court in the Consolidated Securities Action granted Defendants’ motion, dismissing the Amended Complaint in its entirety, without prejudice to replead. Co-Lead Plaintiffs in the Consolidated Securities Action filed the Second Amended Complaint on May 6, 2019. The parties to the Consolidated Stockholder Class and Derivative Action agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action. On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action, with prejudice. Pursuant to the terms of the stay, Defendants in the Consolidated Stockholder Class and Derivative Action had until May 6, 2020 to answer, move, or otherwise respond to the complaint in this matter. This deadline was extended, and Defendants moved to dismiss the Consolidated Stockholder Class and Derivative Action Complaint on June 23, 2020, with Plaintiffs’ opposition due August 7, 2020. On July 24, 2020, Plaintiffs made a stockholder litigation demand on the current Board containing overlapping factual allegations to those set forth in the Consolidated Stockholder Class and Derivative Action. On August 10, 2020, the District Court vacated the briefing schedule on Defendants’ pending motion to dismiss in order to give the Board of Directors time to consider the demand. On each of September 8 and October 8, 2020, the District Court extended its stay of any applicable deadlines for 30 days to give the Board of Directors additional time to complete its evaluation of the demand. On November 3, 2020, Plaintiffs were informed that the Board of Directors had finished investigating and resolved, among other things, that the demand should be rejected. On November 6, 2020, Plaintiffs and Defendants notified the District Court that Plaintiffs were evaluating the rejection of the demand, sought certain additional information and were assessing next steps, and requested that the District Court extend the stay for an additional 30 days, to on or around December 7, 2020. The Parties then filed a number of additional joint status reports, requesting that the District Court continue the stay of applicable deadlines through December 30, 2021. In light of the Second Circuit vacating the District Court’s judgment in the Consolidated Securities Action referenced above and remanding the case for further proceedings, the Parties submitted a joint status report on December 29, 2021, requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action. The District Court has extended the temporary stay through December 30, 2022. 86 Table of Contents Baby Food Litigation Since February 2021, the Company has been named in numerous consumer class actions alleging that the Company’s Earth’s Best baby food products (the “Products”) contain unsafe and undisclosed levels of various naturally occurring heavy metals, namely lead, arsenic, cadmium and mercury. These actions have now been transferred and consolidated as a single lawsuit in the U.S. District Court for the Eastern District of New York into a proceeding captioned In re Hain Celestial Heavy Metals Baby Food Litigation , Case No. 2:21-cv-678 (the "Consolidated Proceeding"), which generally alleges that the Company violated various state consumer protection laws and asserts other state and common law warranty and unjust enrichment claims related to the alleged failure to disclose the presence of these metals, arguing that consumers would have either not purchased the Products or would have paid less for them had the Company made adequate disclosures. The Court appointed interim class counsel for Plaintiffs in the Consolidated Proceeding, and Plaintiffs filed a Consolidated Amended Class Action Complaint on March 18, 2022. The Company intends to file a motion to dismiss the Consolidated Amended Class Action Complaint, but no briefing schedule has been set. One consumer class action is pending in New York Supreme Court, Nassau County. The Company has moved to stay or transfer this case to the Consolidated Proceeding and that motion is pending. An additional consumer class action ( Kathryn Gavula, et al. v. Beech-Nut Nutrition Co., et al. ), was filed in the U.S. District Court for the District of Oregon, alleging that the Company violated the Racketeer Influenced and Corrupt Organizations Act (“RICO”) by conspiring with other baby food manufacturers to conceal the presence of these heavy metals in our respective products. This lawsuit has been voluntarily dismissed by Plaintiffs. The Company denies the allegations in these lawsuits and contends that its baby foods are safe and properly labeled. The claims raised in these lawsuits were brought in the wake of a highly publicized report issued by the U.S. House of Representatives Subcommittee on Economic and Consumer Policy on Oversight and Reform, dated February 4, 2021 (the “House Report”), addressing the presence of heavy metals in baby foods made by certain manufacturers, including the Company. Since the publishing of the House Report, the Company has also received information requests with respect to the advertising and quality of its baby foods from certain governmental authorities, as such authorities investigate the claims made in the House Report. The Company is fully cooperating with these requests and is providing documents and other requested information. The Company has been named in one civil government enforcement action, State of New Mexico ex rel. Balderas v. Nurture, Inc., et al. , which was filed by the New Mexico Attorney General against the Company and several other manufacturers based on the alleged presence of heavy metals in their baby food products. The Company and several other manufacturers moved to dismiss the New Mexico Attorney General’s lawsuit, which motion the Court denied. The Company filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022. The Company denies the New Mexico Attorney General’s allegations and maintains that its baby foods are safe, properly labeled, and compliant with New Mexico law. In addition to the consumer class actions discussed above, the Company is currently named in five lawsuits in state and federal courts alleging some form of personal injury from the ingestion of the Company’s Products, purportedly due to unsafe and undisclosed levels of various naturally occurring heavy metals. Three of these lawsuits name multiple plaintiffs alleging claims of physical injuries. These lawsuits generally allege injuries related to neurological development disorders such as autism and attention deficit hyperactivity disorder. The Company denies that its Products led to any of these injuries and will defend the cases vigorously. Other In addition to the litigation described above, the Company is and may be a defendant in lawsuits from time to time in the normal course of business. With respect to all litigation and related matters, the Company records a liability when the Company believes it is probable that a liability has been incurred and the amount can be reasonably estimated. For the matters disclosed in this note, if the Company determines that a liability is probable and the loss can be reasonably estimated, the Company discloses the liability recorded. As of the end of the period covered by this report, the Company has not recorded a liability for any of the matters disclosed in this note. It is possible that some matters could require the Company to pay damages, incur other costs or establish accruals in amounts that could not be reasonably estimated as of the end of the period covered by this report. 87 Table of Contents 19. DEFINED CONTRIBUTION PLANS We have a 401(k) Employee Retirement Plan (the “Plan”) to provide retirement benefits for eligible employees. All full-time employees of the Company and its wholly-owned domestic subsidiaries are eligible to participate upon completion of 30 days of service. On an annual basis, the Company may, in its sole discretion , make certain matching contributions. For the fiscal years ended June 30, 2022, 2021 and 2020, we made contributions to the Plan of $ 2,091 , $ 2,025 and $ 2,464 , and recorded retirement plan expense in the amount of $ 2,141 , $ 2,482 and $ 1,362 , respectively. In addition, while certain of the Company’s international subsidiaries maintain separate defined contribution plans for their employees, except for the United Kingdom operating segment, the amounts are not significant to the Company’s consolidated financial statements. The United Kingdom operating segment offers an auto-enrollment defined contribution plan to all employees. Employees must be aged 22 or over but under the State Pension age and have earned over £ 10 . Employees outside of this criteria have the option to opt-in. Employees must contribute a minimum percentage to the plan and the United Kingdom operating segments makes matching contributions. For the fiscal years ended June 30, 2022, 2021 and 2020, there were contributions and retirement plan expense recorded in the amount of $ 2,379 , $ 3,487 and $ 3,523 , respectively. 20. SEGMENT INFORMATION Our organizational structure consists of two geographic based reportable segments: North America and International. Our North America reportable segment consists of the United States and Canada as operating segments. Our International reportable segment is comprised of three operating segments: United Kingdom, Ella’s Kitchen UK and Europe. This structure is in line with how the Company’s Chief Operating Decision Maker (“CODM”) assesses the Company’s 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. The Tilda operating segment was classified as discontinued operations as discussed in Note 4, Acquisitions and Dispositions . Segment information presented herein excludes the results of Tilda for all periods presented. The following tables set forth financial information about each of the Company’s reportable segments. Information about total assets by segment is not disclosed because such information is not reported to or used by the Company’s CODM for purposes of assessing segment performance or allocating resources. Transactions between reportable segments were insignificant for all periods presented. Fiscal Year Ended June 30, 2022 2021 2020 Net Sales: (1) North America $ 1,163,132 $ 1,104,128 $ 1,171,478 International 728,661 866,174 882,425 $ 1,891,793 $ 1,970,302 $ 2,053,903 Operating Income (Loss): North America $ 93,732 $ 129,010 $ 95,934 International 79,076 38,036 55,333 172,808 167,046 151,267 Corporate and Other (2) ( 68,127 ) ( 59,666 ) ( 95,225 ) $ 104,681 $ 107,380 $ 56,042 (1) One customer accounted for approximately 15 %, 11 %, and 12 % of consolidated sales for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, which were primarily related to the United States, Canada and United Kingdom operating segments. 88 Table of Contents (2) For the fiscal year ended June 30, 2022, Corporate and Other primarily included $ 3,629 related to Productivity and transformation costs and $ 59,974 of selling general and administrative costs. For the fiscal year ended June 30, 2021, Corporate and Other primarily included $ 10,576 related to Productivity and transformation costs and $ 49,353 of selling general and administrative costs. For the fiscal year ended June 30, 2020, Corporate and Other included $ 32,664 related to Productivity and transformation costs and tradename impairment charges of $ 13,994 ($ 8,462 related to North America and $ 5,532 related to International), partially offset by a benefit of $ 2,962 of proceeds from insurance claim. The Company’s net sales by product category are as follows: Fiscal Year Ended June 30, 2022 2021 2020 Turbocharge $ 735,637 $ 717,596 $ 656,345 Targeted Investment 662,268 666,442 658,119 Fuel 395,824 396,644 391,229 Simplify 98,064 189,620 348,210 Total $ 1,891,793 $ 1,970,302 $ 2,053,903 The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, are as follows: Fiscal Year Ended June 30, 2022 2021 2020 United States $ 1,037,082 $ 954,415 $ 1,016,230 United Kingdom 500,949 607,674 650,416 All Other 353,762 408,213 387,257 Total $ 1,891,793 $ 1,970,302 $ 2,053,903 The Company’s long-lived assets, which primarily represent net property, plant and equipment, net and operating lease right-of-use assets, net by geographic region are as follows: Fiscal Year Ended June 30, 2022 2021 United States $ 182,038 $ 148,950 United Kingdom 133,213 142,973 All Other 96,845 112,864 Total $ 412,096 $ 404,787 89 Table of Contents 21. RELATED PARTY TRANSACTIONS On November 9, 2021, the Company entered into a share repurchase agreement with the Selling Stockholders, which are affiliates of Engaged Capital, LLC, pursuant to which the Company agreed to repurchase, directly from the Selling Stockholders, 1,700 shares of the Company’s common stock for $ 45.00 per share (the "Share Repurchase") , which equaled the price at which the Underwriter (as defined below) purchased shares from the Selling Stockholders, net of underwriting commissions and discounts, in an underwritten public offering that launched on November 10, 2021, whereby the Selling Stockholders sold certain other shares of common stock (the “Offering”). The last reported sale price of the Company’s common stock on the NASDAQ Global Select Market on November 9, 2021 was $ 47.95 per share. In connection with the Offering, on November 10, 2021, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, as underwriter (the “Underwriter”), and the Selling Stockholders. The Share Repurchase and the Offering were completed on November 15, 2021. The aggregate price paid by the Company for the Share Repurchase was $ 76,500 (see Note 12, Stockholders’ Equity ), which the Company funded with borrowings under the Credit Agreement. The Company did not receive any proceeds from the Offering. The Founder and Chief Investment Officer of Engaged Capital, LLC is a member of the Company's Board of Directors. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.