What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-08-24 compared with 2022-08-25 · 497 added, 484 removed, 944 unchanged (51% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations - Fiscal Years ended June 30, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) - Fiscal Years ended June 30, 2022, 2021 and 2020

Consolidated Statements of Comprehensive (Loss) Income - Fiscal Years ended June 30, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity - Fiscal Years ended June 30, 2023, 2022 and 2021

11 unchanged sentences

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”).

and Subsidiaries (the Company) as of June 30, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with U.S.

30 unchanged sentences

Additionally, we obtained confirmations from Company sales representatives to assess the completeness of incentive programs.

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.

Valuation of Certain Indefinite and Definite Lived Intangible Assets

Description of the Matter At June 30, 2023, the Company’s indefinite lived tradename intangible assets of ParmCrisps ® and Thinsters ® were $8.0 million and $4.5 million, respectively and the definite lived assets within the ParmCrisps ® asset group were $20.7 million.

As described in Note 2 of the consolidated financial statements, indefinite lived intangible assets are tested qualitatively or quantitatively for impairment at least annually, or more frequently when necessary.

If the fair value of the indefinite lived intangible asset is less than its carrying amount, an impairment loss is recognized.

Additionally, as described in Note 2, if indicators of impairment are present within an asset group and the undiscounted cash flows of the asset group are less than its carrying value, an impairment loss is recognized based on the amount, if any, by which the carrying value exceeds its fair value.

Auditing the Company’s valuation of indefinite and definite lived intangible assets was especially complex due to the significant judgments required to estimate the fair values.

For example, the fair value estimates were sensitive to significant assumptions, such as projections of future revenue, operating margins, royalty rates, terminal growth rates and discount rates, which are affected by expectations about future market or economic conditions.

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 indefinite and definite lived intangible asset impairment evaluation process.

For example, we tested controls over management’s review of the significant assumptions used in the fair value calculations as well as management’s review of the data used in those valuations.

To test the estimated fair value of the Company’s indefinite lived tradename intangible assets of ParmCrisps and Thinsters and definite lived assets within the ParmCrisps asset group, we performed audit procedures that included, among others, testing the significant assumptions discussed above and testing the completeness and accuracy of the underlying data used by the Company in its analyses.

We compared the significant assumptions used by management to current industry and economic trends while also considering changes to the Company’s business model, customer base and product mix.

We assessed the historical accuracy of management’s estimates and significant assumptions, such as projections of revenue growth rates and profitability by comparing management’s past projections to actual performance.

We involved valuation specialists to assist in evaluating the Company’s methodology and key assumptions, including the royalty rates, terminal growth rates, and the discount rates.

We also performed sensitivity analyses to evaluate the impact that changes in the significant assumptions would have on the fair value of the indefinite and definite lived intangible assets.

/s/ Ernst & Young LLP

60 unchanged sentences

Selling, general and administrative expenses 289,233 300,469 301,776

Intangibles and long-lived asset impairment 175,501 1,903 57,920

Amortization of acquired intangible assets 10,016 10,214 8,931

1 unchanged sentence

7,284 10,174 15,608

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

Operating (loss) income ( 85,620 ) 104,681 107,380

Interest and other financing expense, net 45,783 12,570 8,654

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

Other income, net ( 1,822 ) ( 11,380 ) ( 10,067 )

(Loss) income from continuing operations before income taxes and equity in net loss of equity-method investees ( 129,581 ) 103,491 108,793

(Benefit) provision for income taxes ( 14,178 ) 22,716 41,093

Equity in net loss of equity-method investees 1,134 2,902 1,591

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:

Net (loss) income from continuing operations $ ( 116,537 ) $ 77,873 $ 66,109

Net income from discontinued operations, net of tax — — 11,255

Net (loss) income $ ( 116,537 ) $ 77,873 $ 77,364

Net (loss) income per common share:

Basic net (loss) income per common share from continuing operations $ ( 1.30 ) $ 0.84 $ 0.66

Basic net income per common share from discontinued operations — — 0.11

Basic net (loss) income per common share $ ( 1.30 ) $ 0.84 $ 0.77

Diluted net (loss) income per common share from continuing operations $ ( 1.30 ) $ 0.83 $ 0.65

Diluted net income per common share from discontinued operations — — 0.11

Diluted net (loss) income per common share $ ( 1.30 ) $ 0.83 $ 0.76

Shares used in the calculation of net (loss) income per common share:

Basic 89,396 92,989 100,235

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

FISCAL YEARS ENDED JUNE 30, 2023, 2022 AND 2021

1 unchanged sentence

Fiscal Year Ended June 30, 2023 Fiscal Year Ended June 30, 2022 Fiscal Year Ended June 30, 2021

amount Tax (expense) benefit After-tax amount Pre-tax

amount Tax (expense) benefit After tax amount Pretax

amount Tax benefit After tax amount

Net income (loss) $ 77,873 $ 77,364 $ ( 80,407 )

Other comprehensive (loss) income:

Net (loss) income $ ( 116,537 ) $ 77,873 $ 77,364

Other comprehensive income (loss):

Foreign currency translation adjustments before reclassifications $ 30,197 $ — 30,197 $ ( 102,113 ) $ — ( 102,113 ) $ 85,581 $ — 85,581

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

Reclassification of currency translation adjustment included in net income — — — — — — 16,073 — 16,073

Change in deferred gains on cash flow hedging instruments 13,850 ( 3,471 ) 10,379 946 ( 146 ) 800 608 ( 128 ) 480

Change in deferred gains on fair value hedging instruments 247 ( 62 ) 185 633 ( 133 ) 500 — — —

Change in deferred (losses) gains on net investment hedging instruments ( 3,242 ) 747 ( 2,495 ) 11,827 ( 2,485 ) 9,342 ( 4,751 ) 998 ( 3,753 )

Total other comprehensive income (loss) $ 41,052 $ ( 2,786 ) $ 38,266 $ ( 88,707 ) $ ( 2,764 ) $ ( 91,471 ) $ 97,511 $ 870 $ 98,381

Total comprehensive (loss) income $ ( 78,271 ) $ ( 13,598 ) $ 175,745

10 unchanged sentences

Balance at June 30, 2020 109,123 $ 1,092 $ 1,171,875 $ 614,171 7,238 $ ( 172,192 ) $ ( 171,392 ) $ 1,443,554

Net loss ( 80,407 ) ( 80,407 )

Net income 77,364 77,364

Cumulative effect of adoption of ASU 2016-13 ( 310 ) ( 310 )

20 unchanged sentences

Net income 77,873 77,873

Cumulative effect of adoption of ASU 2016-13 ( 310 ) ( 310 )

Other comprehensive income 98,381 98,381

Other comprehensive loss ( 91,471 ) ( 91,471 )

Issuance of common stock pursuant to stock-based compensation plans 1,583 15 ( 15 ) —

5 unchanged sentences

Balance at June 30, 2022 111,090 $ 1,111 $ 1,203,126 $ 769,098 21,788 $ ( 725,685 ) $ ( 164,482 ) $ 1,083,168

Net income 77,873 77,873

Other comprehensive loss ( 91,471 ) ( 91,471 )

Net loss ( 116,537 ) ( 116,537 )

Other comprehensive income 38,266 38,266

Issuance of common stock pursuant to stock-based compensation plans 249 2 — 2

1 unchanged sentence

76 ( 1,415 ) ( 1,415 )

Repurchases of common stock 10,626 ( 409,065 ) ( 409,065 )

Stock-based compensation

10 unchanged sentences

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:

Net (loss) income $ ( 116,537 ) $ 77,873 $ 77,364

Net income from discontinued operations — — 11,255

Net (loss) income from continuing operations ( 116,537 ) 77,873 66,109

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Depreciation and amortization 50,777 46,849 49,569

2 unchanged sentences

Stock-based compensation, net 14,423 15,611 15,659

Goodwill impairment — — 394

Long-lived asset and intangibles impairment 1,903 57,920 27,493

Intangibles and long-lived asset impairment 175,501 1,903 57,920

Gain on sale of assets ( 3,529 ) ( 8,588 ) ( 4,900 )

(Gain) loss on sale of businesses — ( 2,680 ) 3,564

Gain on sale of businesses — — ( 2,680 )

Other non-cash items, net ( 1,271 ) ( 1,608 ) 429

(Decrease) increase in cash attributable to changes in operating assets and liabilities:

Increase (decrease) in cash attributable to changes in operating assets and liabilities:

Accounts receivable 13,067 ( 5,347 ) ( 2,890 )

3 unchanged sentences

Accounts payable and accrued expenses ( 40,697 ) ( 19,939 ) ( 10,362 )

Net cash provided by operating activities from continuing operations

80,241 196,759 156,914

Net cash provided by operating activities 66,819 80,241 196,759

CASH FLOWS FROM INVESTING ACTIVITIES

1 unchanged sentence

Acquisitions of businesses, net of cash acquired — ( 259,985 ) —

Investment in joint venture ( 694 ) ( 813 ) —

Investments and joint ventures, net 433 ( 694 ) ( 813 )

Proceeds from sale of assets 7,806 12,335 10,395

Proceeds from sale of businesses, net and other — — 59,607

Net cash used in investing activities from continuing operations

( 288,309 ) ( 2,364 ) ( 45,128 )

Net cash used in investing activities ( 19,640 ) ( 288,309 ) ( 2,364 )

CASH FLOWS FROM FINANCING ACTIVITIES

3 unchanged sentences

Repayments under term loan ( 7,500 ) ( 3,750 ) —

Proceeds from funding of discontinued operations — — 305,645

Payments of other debt, net ( 2,145 ) ( 3,320 ) ( 2,094 )

1 unchanged sentence

Employee shares withheld for taxes ( 1,415 ) ( 32,663 ) ( 4,282 )

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 cash (used in) provided by financing activities ( 63,060 ) 212,787 ( 162,443 )

Effect of exchange rate changes on cash 3,733 ( 15,078 ) 6,148

Net (decrease) increase in cash and cash equivalents ( 12,148 ) ( 10,359 ) 38,100

Cash and cash equivalents at beginning of year 65,512 75,871 37,771

Cash and cash equivalents of continuing operations at end of year $ 65,512 $ 75,871 $ 37,771

Cash and cash equivalents at end of year $ 53,364 $ 65,512 $ 75,871

See notes to consolidated financial statements.

5 unchanged sentences

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 Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), was founded in 1993 and is headquartered in Boulder, Colorado.

The Company’s mission has continued to evolve since its founding, with health and wellness being the core tenet.

1 unchanged sentence

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:

1 unchanged sentence

Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries.

The Company’s consolidated financial statements include the accounts of the Company and its w holly-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.

As such, consolidated net (loss) income includes the Company’s equity in the current earnings or losses of such companies.

Unless otherwise indicated, references in these consolidated financial statements to 2023, 2022 and 2021 or “fiscal” 2023, 2022 and 2021 or other years refer to the fiscal year ended June 30 of that respective year and references to 2024 or “fiscal” 2024 refer to the fiscal year ending June 30, 2024.

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation.

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.

See Note 4, Acquisition 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 ).

The financial statements separately report discontinued operations and the results of continuing operations (see Note 4, Acquisition and Dispositions ).

All footnotes exclude discontinued operations unless otherwise noted.

3 unchanged sentences

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.

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 for market awards, and valuation allowances for deferred tax assets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

6 unchanged sentences

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.

4 unchanged sentences

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.

Sales include 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.

2 unchanged sentences

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.

The expenses associated with these programs are accounted for as reductions to the transaction price of the products and are therefore deducted from sales to determine reported net sales.

Trade promotions and sales incentive accruals are subject to significant management estimates and assumptions.

5 unchanged sentences

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.

Differences between estimated expense and actual promotion and incentive costs are recognized in earnings in the period such differen ces 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

3 unchanged sentences

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.

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.

1 unchanged sentence

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.

While one of the Company’s customers represented ap proximately 18 % and 15 % of trade receivables balances as of June 30, 2023 and 2022, 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.

Sales to one customer and its affiliat es approximated 16 %, 15 % and 11 % of sales during the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

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.

The Company provides write-downs for finished goods expected to become unsaleable due to age and specifically identifies and provides for slow moving or obsolete raw ingredients and packaging.

Property, Plant and Equipment

2 unchanged sentences

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 .

The Company believes no impairment of the carrying value of such assets exists other than as disclosed under Note 6, Property, Plant and Equipment, Net .

Ordinary repairs and maintenance costs are expensed as incurred.

8 unchanged sentences

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.

Once placed into service, internally developed software is amortized on a straight-line basis over its estimated useful life which generally ranges from 3 to 10 years.

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 .

The net book value of internally developed software as of June 30, 2023 and 2022 was $ 13,576 and $ 19,874 , respectively and is included as a component of Computer Hardware and Software in Note 6, Property, Plant and Equipment, Net .

Goodwill and Other Indefinite-Lived Intangible Assets

10 unchanged sentences

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.

3 unchanged sentences

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.

See Note 8, Goodwill and Other Intangible Assets and Note 15, Fair Value Measurements, for additional 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.

The Company accounts for transfers of financial assets, such as non-recourse accounts receivable financing 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.

The Company has non-recourse financing arrangements in which eligible receivables are sold to third-party buyers in exchange for cash.

The Company transferred accounts receivable in their entirety to the buyers and satisfied all of the conditions to re port the transfer of financial assets in their entirety as a sale.

The principal amount of receivables sold under these arrangem ents was $ 380,683 during the year ended June 30, 2023, $ 170,737 during the year ended June 30, 2022 and $ 96,788 during the year ended June 30, 2021.

The incremental cost of financing 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 provided by operating activities on the Consolidated Statements of Cash Flows.

Cost of Sales

9 unchanged sentences

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 are expensed as incurred and are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

Research and development costs amounted to $ 6,379 in fiscal 2023, $ 9,416 in fiscal 2022 and $ 10,372 in fiscal 2021, consisting primarily of personnel related costs.

2 unchanged sentences

Advertising costs, which are included in selling, general and administrative expenses, amounted to $ 38,838 in fiscal 2023, $ 41,032 in fiscal 2022 and $ 40,050 in fiscal 2021.

Such costs are expensed as incurred.

Such cos ts are expensed as incurred.

In fiscal 2023, the Company expanded the categories of expenses included in the disclosure related to advertising costs.

In addition to the amounts reported in prior years, categories now include retailer specific advertising expenses, in store display expenses and certain digital media expenses.

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.

In fiscal 2023, 2022, and 2021, the Company received $ 8,594 , $ 196 and $ 592 of proceeds from insurance claims , respectively and are included in selling, general and administrative expenses on the Consolidated Statements of Operations.

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.

The Company also assesses the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors.

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.

13 unchanged sentences

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 Company records all derivatives on the Consolidated Balance Sheets 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.

4 unchanged sentences

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.

11 unchanged sentences

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.

An impairment test is performed when the estimated undiscounted cash flows associated with the asset or asset group is less than its 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 6, Property, Plant and Equipment , Net , Note 8, Goodwill and Other Intangible Assets , and Note 15, Fair Value Measurements , for additional information on long-lived asset impairment charges.

Arrangements containing leases are evaluated as an operating or finance lease at lease inception.

8 unchanged sentences

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.

Net (Loss) Income Per Share

Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding for the period.

Diluted net (loss) income 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.

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The guidance allows for companies to:

(1) account for certain contract modifications as a continuation of the existing contract without additional analysis;

(2) continue hedge accounting when certain critical terms of a hedging relationship change and assess effectiveness in ways that disregard certain potential sources of ineffectiveness;

and (3) make a one-time sale and/or transfer of certain debt securities from held-to-maturity to available-for-sale or trading.

This ASU was adopted by the Company and applies prospectively to contract modifications and hedging relationships.

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.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which extends certain provisions of Topic 848 to December 31, 2024.

ASU 2020-04 allows for different elections to be made at different points in time, and the timing of those elections will be documented as applicable.

For the avoidance of doubt, the Company intends to reassess its elections of optional expedients and exceptions included within ASU 2020-04 related to its hedging activities and will document the election of these items on a quarterly basis or when changes/additions are necessary.

During fiscal year 2023, the Company adopted hedge accounting expedients related to probability of forecasted transactions to assert probability of the hedged interest (payments/receipts) regardless of any expected modification in terms related to reference rate reform.

The Company has also adopted the Secured Overnight Financing Rate (“SOFR”) as the alternative reference rate to replace LIBOR with respect to the Company’s long-term debt.

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.

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:

The Company is continuing to assess the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

(LOSS) EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted net (loss) income per share on the Consolidated Statements of Operations:

Fiscal Year Ended June 30,

2023 2022 2021

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 (loss) income from continuing operations $ ( 116,537 ) $ 77,873 $ 66,109

Net income from discontinued operations, net of tax — — 11,255

Net (loss) income $ ( 116,537 ) $ 77,873 $ 77,364

Basic weighted average shares outstanding

2 unchanged sentences

unvested restricted share units

356 1,087 319

Diluted weighted average shares outstanding

89,396 93,345 101,322

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.

ACQUISITIONS AND DISPOSITIONS

Basic net (loss) income per common share:

Continuing operations $ ( 1.30 ) $ 0.84 $ 0.66

Discontinued operations — — 0.11

Basic net (loss) income per common share $ ( 1.30 ) $ 0.84 $ 0.77

Diluted net (loss) income per common share:

Continuing operations $ ( 1.30 ) $ 0.83 $ 0.65

Discontinued operations — — 0.11

Diluted net (loss) income per common share $ ( 1.30 ) $ 0.83 $ 0.76

Due to our net loss in the twelve months ended June 30, 2023, all common stock equivalents such as stock options and unvested restricted stock awards have been excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive to the computations.

There were 316 and 137 restricted stock awards and stock options excluded from the Company’s calculation of diluted net (loss) income per share for the fiscal years 2022 and 2021, respectively, as such awards were anti-dilutive.

Additionally, 214 and 721 stock-based awards outstanding at fiscal years 2022 and 2021, respectively, were excluded from the calculation of diluted net income per share for the fiscal years 2022 and 2021, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods.

ACQUISITION 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.

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.

On December 28, 2021, the Company acquired all outstanding stock of THWR, the producer and marketer of ParmCrisps ® and Thinsters ® , deepening the Company's position in the snacking category.

Consideration for the transaction consisted of cash, net of cash acquired, totaling $ 260,185 .

The acquisition was funded with borrowings under the Credit Agreement (See Note 10, Debt and Borrowings ).

During fiscal year 2023, the Company finalized the purchase price allocation and recognized a measurement period adjustment of $ 794 to acquired deferred tax assets, with a related impact to goodwill.

Results of THWR are included in the North America reportable segment.

THWR's net sales included in our consolidated results were 3.2 % of consolidated net sales for the fiscal year ended June 30, 2023.

The following table provides unaudited pro forma results of operations had the acquisition been completed at the beginning of fiscal 2021.

The pro forma 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

2022 June 30,

Unaudited supplemental pro forma information

Fiscal Year Ended June 30,

Net sales $ 1,954,564 $ 2,065,957

1 unchanged sentence

$ 84,913 $ 68,142

Diluted net income per common share from continuing operations $ 0.91 $ 0.67

Diluted net (loss) income per common share from continuing operations $ 0.91 $ 0.67

(1) The pro forma adjustments include the elimination of transaction costs totaling $ 5,103 from the fiscal year ended June 30, 2022 and recognition of those costs in the fiscal year ended June 30, 2021.

Additionally, the pro forma adjustments include the elimination of integration costs and a fair value inventory adjustment totaling $ 1,800 for the fiscal year ended June 30, 2022 and recognition of those costs in the fiscal period ended June 30, 2021.

Westbrae Natural ®

On December 15, 2022, the Company completed the divestiture of its Westbrae Natural ® brand (“Westbrae”) for total cash consideration of $ 7,498 .

The sale of Westbrae was consistent with the Company’s portfolio simplification process.

Westbrae operated out of the United States and was part of the Company’s North America reportable segment.

During the fiscal year ended June 30, 2023, the Company deconsolidated the net assets of Westbrae, primarily consisting of $ 3,054 of goodwill, and recognized a pretax gain on sale of $ 3,488 .

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.

The sale of GG is consistent with the Company’s portfolio simplification process.

GG operated in Norway and was part of the Company’s International reportable segment.

6 unchanged sentences

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.

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 .

The Company entered into a definitive stock purchase agreement on June 30, 2020 for the sale of its Danival ® business, a component of the International reportable segment, and the transaction closed on July 21, 2020.

The Company deconsolidated the net assets of the Danival ® business upon closing of the sale during the quarter ended September 30, 2020, recognizing a pre-tax gain on sale of $ 611 during the first quarter of fiscal 2021.

Discontinued Operations

Sale of Tilda Business

On August 27, 2019, the Company sold the entities comprising the former Tilda operating segment and certain other assets of the Tilda business for an aggregate price of $ 342,000 in cash, subject to customary post-closing adjustments based on the balance sheets of the Tilda business.

The disposition of the Tilda operating segment represented a strategic shift that had a major impact on the Company’s operations and financial results and has been accounted for as discontinued operations.

Net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations was nil for the year ended June 30, 2022.

The following table presents the major classes of Tilda’s results within net income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations for the fiscal years ended June 30, 2021 and 2020:

Net sales $ — $ 30,399

Cost of sales — 26,648

Gros s pro fit

Selling, general and administrative expense — 5,185

Other expense 75 1,172

Interest expense (1)

Translation loss (2)

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:

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.

On August 27, 2019, the Company sold the entities comprising the former Tilda reporting unit 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 reporting unit 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.

For the fiscal year ended June 30, 2021 the Company recorded net income from discounted operations of approximately $ 11,245 primarily related to a tax benefit related a legal entity reorganization.

No further activity is recorded or expected to be recorded related to this disposition that occurred in fiscal 2021.

Inventories consisted of the following:

2022 June 30,

Fiscal Year Ended June 30,

Finished goods $ 192,007 $ 202,544

3 unchanged sentences

Property, plant and equipment, net consisted of the following:

2022 June 30,

Fiscal Year Ended June 30,

Land $ 11,453 $ 11,216

9 unchanged sentences

Depreciation expense for the fiscal years e nded June 30, 2023, 2022 and 2021 was $ 35,893 , $ 31,235 and $ 34,291 , respectively.

During fiscal year 2023, t he Company recognized a non-cash impairment charge of $ 584 relating to a facility in the United States that is held for sale.

The facility had a net carrying value of $ 1,250 and $ 1,840 as of June 30, 2023 and June 30, 2022, 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.

The Company also recognized a non-cash impairment charge of $ 303 during the fiscal year ended June 30, 2022 relating to a facility in the United Kingdom.

The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in North America and Europe.

13 unchanged sentences

Finance lease expenses (a)

251 391 1,197

Variable lease expenses 740 1,010 1,423

1 unchanged sentence

Total lease expenses $ 21,143 $ 20,566 $ 20,604

(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

Leases Classification Fiscal Year Ended June 30,

Operating lease ROU assets Operating lease right-of-use assets $ 95,894 $ 114,691

7 unchanged sentences

Additional information related to leases is as follows:

Fiscal Year Ended

Fiscal Year Ended June 30,

2023 2022 2021

4 unchanged sentences

Financing cash flows from finance leases $ 161 $ 226 $ 338

ROU assets obtained in exchange for lease obligations (b) :

ROU assets obtained in exchange for lease obligations:

Operating leases (1)

$ ( 2,627 ) $ 39,435 $ 25,446

Finance leases $ 118 $ 116 $ 690

ROU assets obtained in connection with an acquisition (See Note 4):

Operating leases $ 4,098 $ — $ —

Weighted average remaining lease term:

4 unchanged sentences

Finance leases 4.7 % 4.1 % 3.9 %

(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.

(1) Includes adjustment for modification of an operating lease for the fiscal year ended June 30, 2023, which resulted in a reduction of ROU assets and lease liabilities of $ 13,876 and $ 17,244 , respectively, and recognition of a gain of $ 3,368 related to the modification.

Maturities of lease liabilities as of June 30, 2023 were as follows:

9 unchanged sentences

Total lease liabilities $ 100,503 $ 305 $ 100,808

Subsequent to June 30, 2023, the Company entered into an operating lease for its new global headquarters, which has not yet commenced.

Obligations under this lease are approximately $ 12,849 , and the lease is expected to commence during the first quarter of fiscal year ending June 30, 2024, with an initial lease term of 10.5 years excluding renewal options.

GOODWILL AND OTHER INTANGIBLE ASSETS

The following table shows the changes in the carrying am ount of goodwill by reportabl e segment:

The following table shows the changes in the carrying amount of goodwill by reportable segment:

North America International Total

Balance as of June 30, 2021 (1)

Divestiture ( 8,429 ) ( 14,362 ) ( 22,791 )

600,812 270,255 $ 871,067

Acquisition (See Note 4 , Acquisition and Disposition )

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

Acquisition activity (See Note 4) 95,645 — 95,645

Acquisition (2)

( 794 ) — ( 794 )

Divestiture (3)

( 3,054 ) — ( 3,054 )

Translation and other adjustments, net 5,186 3,506 8,692

Balance as of June 30, 2023 $ 697,053 $ 241,587 $ 938,640

(1) The total carrying value of goodwill is reflected net of $ 134,277 of accumulated impairment charges.

(2) During the fiscal year ended June 30, 2023, the Company finalized purchase accounting related to THWR resulting in a $ 794 reduction to goodwill.

See Note 4, Acquisition and Disposition.

(3) During the fiscal year ended June 30, 2023, the Company completed the divestiture of Westbrae, a component of the North America reportable segment.

Goodwill of $ 3,054 was assigned to the divested component on a relative fair value basis.

The Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2023 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:

2022 June 30,

Fiscal Year Ended June 30,

Non-amortized intangible assets:

3 unchanged sentences

Other intangibles (2)

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.

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.

161,874 199,448

Accumulated amortization ( 114,629 ) ( 101,381 )

Net amortized intangible assets $ 47,245 $ 98,067

Net other intangible assets $ 298,105 $ 477,533

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 223,981 and $ 94,873 of accumulated impairment charges as of June 30, 2023 and 2022, respectively.

(2) The reduction in carrying value of other intangible assets as of June 30, 2023 reflected a non-cash impairment charge of $ 45,798 recognized in the fiscal year ended June 30, 2023.

The Company completed its annual assessment of impairment for indefinite-lived intangible assets in the fourth quarter of fiscal 2023.

The assessment indicated that the carrying value of the Imagine ® and Joya ® trademarks and the Queen Helene ® trademark and formula exceeded their estimated fair values.

The fair values were determined using the relief from royalty method, and non-cash impairment charges of $ 4,767 , $ 4,691 and $ 9,150 for Imagine ® , Joya ® , and Queen Helene ® intangible assets, respectively, were recorded within intangibles and long-lived asset impairment on the Consolidated Statements of Operations.

The Imagine ® and Queen Helene ® intangible assets are part of the North America reportable segment and had a remaining aggregate carrying value of $ 3,100 as of June 30, 2023.

The Joya ® intangible assets are part of the International reportable segment and had a remaining aggregate carrying value of $ 6,218 as of June 30, 2023.

During the fiscal year ended June 30, 2023, as a result of a decline in actual and projected performance and cash flows of the ParmCrisps ® and Thinsters ® brands, the Company recorded non-cash impairment charges of $ 102,000 and $ 8,500 for the ParmCrisps ® and Thinsters ® trademarks, respectively, to reduce the carrying value of such intangible assets to their estimated fair value.

The fair value was determined using the relief from royalty method, and impairment charges were recorded within intangibles and long-lived asset impairment on the Consolidated Statements of Operations.

At June 30, 2023, the Company’s indefinite lived tradename intangible assets of ParmCrisps ® and Thinsters ® , which are part of the North America reportable segment, had a remaining aggregate carrying value of $ 8,000 and $ 4,500 , respectively.

As a result of the same factors triggering the impairment tests for the ParmCrisps ® and Thinsters ® trademarks discussed above, the Company completed impairment tests of the ParmCrisps ® and Thinsters ® asset groups, which were primarily comprised of amortizable customer relationships.

The Company determined that the ParmCrisps ® asset group’s carrying amount exceeded the estimated fair value.

During the fiscal year ended June 30, 2023, the Company recorded non-cash impairment charge of $ 45,798 to reduce the carrying value of the ParmCrisps ® customer relationships, the primary asset in the asset group, to its estimated fair value.

Impairment charges were recorded within intangibles and long-lived asset impairment on the Consolidated Statements of Operations.

The fair value of the Thinsters ® asset group exceeded its carrying amount.

The assets are part of the North America reportable segment and had a remaining aggregate carrying value of $ 42,197 as of June 30, 2023 and the definite lived assets within the ParmCrisps ® asset group were $ 20,704 .

Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated useful lives of 7 to 25 years.

Amortization expense included on the Consolidated Statements of Operations was as follows:

Fiscal Year Ended June 30,

2023 2022 2021

Amortization of acquired intangibles $ 10,016 $ 10,214 $ 8,931

Expected amortization expense over the next five fiscal years is as follows:

5 unchanged sentences

Accrued expenses and other current liabilities consisted of the following:

June 30, 2022 June 30, 2021

Fiscal Year Ended June 30,

Payroll, employee benefits and other administrative accruals $ 49,564 $ 44,756

7 unchanged sentences

Debt and borrowings consisted of the following:

June 30, 2022 June 30, 2021

Fiscal Year Ended June 30,

Revolving credit facility $ 541,000 $ 593,000

5 unchanged sentences

Long-term debt, less current portion $ 821,181 $ 880,938

(1) Included in other borrowings are $ 427 (2021:

(1) Includes $ 305 (2022:

$ 427 ) of finance lease obligations as discussed in Note 7, Leases.

(2) Included in short-term borrowings are $ 149 (2021:

(2) Includes $ 83 (2022:

$ 149 ) 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").

On December 22, 2021, the Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated Credit Agreement (as amended by a First Amendment dated December 16, 2022, the “Credit Agreement”).

The Credit Agreement provides for senior secured financing of $ 1,100.0 million in the aggregate, consisting of (1) $ 300.0 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $ 800.0 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $ 440.0 million U.S.

revolving credit facility and $ 360.0 million 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

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 Credit Agreement includes financial covenants that require compliance with a consolidated interest coverage ratio, a consolidated leverage ratio and a consolidated secured leverage ratio.

Prior to the Company entering into the Second Amendment (as defined below), the minimum consolidated interest coverage ratio was 2.75 :1.00.

The maximum consolidated leverage ratio is 6.00 :1.00.

Prior to the Company entering into the Second Amendment, the maximum consolidated secured leverage ratio was 5.00 :1.00 through December 31, 2023 or such earlier date as elected by the Company (the “First Amendment Period”).

Following the First Amendment Period, the maximum consolidated secured leverage ratio would have been 4.25 :1.00, subject to possible temporary increase following certain corporate acquisitions.

During the First Amendment Period, loans under the Credit Agreement bore interest at (a) the Secured Overnight Financing Rate, plus a credit spread adjustment of 0.10 % (as adjusted, “Term SOFR”) plus 2.0 % per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 1.0 % per annum.

Following the First Amendment Period, loans would have borne interest at rates based on (a) Term SOFR 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 in each case being the Applicable Rate.

The Applicable Rate following the First Amendment Period would be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement.

The weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2023 was 5.94 %.

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.

Additionally, the Credit Agreement contains a Commitment Fee (as defined in the Credit Agreement) on the amount unused under the Credit Agreement ranging from 0.15 % to 0.25 % per annum, and such Commitment Fee is determined in accordance with a leverage-based pricing grid.

As of June 30, 2023, there were $ 541,000 of loans under the Revolver, $ 288,750 of Term Loans, and $ 4,468 of letters of credit outstanding under the Credit Agreement.

As of June 30, 2023 and June 30, 2022, $ 254,532 and $ 203,981 , respectively, was available under the Credit Agreement, subject to compliance with the financial covenants.

As of June 30, 2023, the Company was in compliance with all associated covenants.

On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement.

Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00 :1.00 until September 30, 2023, 5.25 :1.00 until December 31, 2023 and 5.00 :1.00 until December 31, 2024 (the period of time during which such maximum consolidated secured leverage ratios are in effect, the “Second Amendment Period,” which the Company may elect to end early).

Following the Second Amendment Period, the maximum consolidated secured leverage

ratio will be 4.25 :1.00, subject to possible temporary increase following certain corporate acquisitions.

Pursuant to the Second Amendment, the Company’s minimum interest coverage ratio was amended to be 2.50 :1.00.

During the Second Amendment Period, loans under the Credit Agreement will bear interest at (a) Term SOFR plus 2.5 % per annum or (b) the Base Rate plus 1.5 % per annum.

Following the Second Amendment Period, Loans will bear interest at rates based on (a) Term SOFR plus a rate ranging from 1.125 % to 2.0 % per annum or (b) the Base Rate plus a rate ranging from 0.125 % to 1.0 % per annum, the relevant rate in each case being the Applicable Rate.

The Applicable Rate following the Second Amendment Period will be determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement as amended by the Second Amendment.

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.

In connection with the First Amendment to its Credit Agreement during the second quarter of fiscal year 2023, the Company incurred debt issuance costs of approximately $ 1,987 , of which $ 1,916 was deferred.

Of the total deferred costs, $ 1,396 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on our Consolidated Balance Sheets, and $ 520 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 over the term of the Credit Agreement.

Maturities of all debt instruments at June 30, 2023, are as follows:

Due in Fiscal Year Amount

Thereafter 850,645

Total debt and borrowings $ 828,748

Interest paid during the fiscal years ended June 30, 2023, 2022 and 2021 amounted to $ 41,698 , $ 9,926 and $ 5,903 , respectively.

The components of income (loss) from continuing operations before income taxes and equity in net loss of equity-method investees were as follows:

The components of (loss) income from continuing operations before income taxes and equity in net loss of equity-method investees were as follows:

Fiscal Year Ended June 30,

3 unchanged sentences

Total $ ( 129,581 ) $ 103,491 $ 108,793

The provision for income taxes consisted of the following:

The (benefit) provision for income taxes consisted of the following:

Fiscal Year Ended June 30,

9 unchanged sentences

Total $ ( 14,178 ) $ 22,716 $ 41,093

Cash paid for income taxes, net of (refunds), during the fiscal years ended June 30, 2022 amounted to $ 19,235 .

Cash paid for income taxes, net of refunds, during the fiscal years ended June 30, 2023 and June 30, 2022 amounted to $ 14,765 and $ 19,235 , respectively.

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:

federal statutory rate to the Company’s effective rate on (loss) income before (benefit) provision for income taxes is as follows:

Fiscal Year Ended June 30,

1 unchanged sentence

Expected United States federal income tax at statutory rate $ ( 27,233 ) 21.0 % $ 21,733 21.0 % $ 22,847 21.0 %

State income taxes, net of federal provision (benefit) 1,227 1.2 % 1,150 1.1 % ( 668 ) ( 1.9 ) %

State income taxes, net of federal (benefit) provision ( 4,866 ) 3.8 % 1,227 1.2 % 1,150 1.1 %

Foreign income at different rates ( 905 ) 0.7 % ( 576 ) ( 0.6 ) % 4,756 4.4 %

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 valuation allowance 14,935 ( 11.5 ) % ( 220 ) ( 0.2 ) % ( 5,921 ) ( 5.4 ) %

Change in reserves for uncertain tax positions 637 ( 0.5 ) % ( 997 ) ( 1.0 ) % 1,971 1.8 %

Change in foreign tax rate (b)

( 341 ) ( 0.3 ) % 1,840 1.7 % — — %

Change in foreign tax rate — — % ( 341 ) ( 0.3 ) % 1,840 1.7 %

Loss on disposal of subsidiary

1 unchanged sentence

tax (benefit) on foreign earnings 1,946 ( 1.5 ) % 2,404 2.3 % ( 50 ) ( 0.1 ) %

CARES Act (c)

— % ( 1,116 ) ( 1.0 ) % ( 25,668 ) ( 75.9 ) %

CARES Act — % — % ( 1,116 ) ( 1.0 ) %

Other 1,308 ( 1.1 ) % ( 514 ) ( 0.4 ) % 1,077 1.0 %

Provision for income taxes $ 22,716 21.9 % $ 41,093 37.8 % $ 6,205 18.3 %

(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.

(Benefit) provision for income taxes $ ( 14,178 ) 10.9 % $ 22,716 21.9 % $ 41,093 37.8 %

The Company accounts for global intangible low-taxed income (“GILTI”) tax as a current period cost and recorded expense of $ 2,189 , $ 1,119 , and nil , during the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

Such amounts are 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.

1 unchanged sentence

Deferred tax assets and liabilities consisted of the following:

June 30, 2022 June 30, 2021

Fiscal Year Ended June 30,

Noncurrent deferred tax assets (liabilities):

12 unchanged sentences

Noncurrent deferred tax liabilities, net $ ( 72,086 ) $ ( 95,044 )

$ ( 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, 2023 and 2022, the Company had U.S.

2 unchanged sentences

The Company had foreign NOL carryforwards of approximately $ 11,351 and $ 12,108 at June 30, 2023 and 2022, 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 .

For the year ended June 30, 2023, the Company determined that $ 147,300 of foreign earnings are not permanently reinvested with a corresponding deferred tax liability of $ 1,989 .

The Company continues to reinvest $ 792,262 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

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.

state income taxes if it reverses its indefinite reinvestment assertion on these foreign earnings in the future.

All other outside basis differences not related to earnings were impractical to account for at this period of time and are currently considered as being permanent in duration.

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 Company recorded valuation allowances in the amounts of $ 52,551 and $ 36,891 at June 30, 2023 and 2022, respectively.

The changes in valuation allowances against deferred income tax assets were as follows:

16 unchanged sentences

As of June 30, 2022, the Company had $ 21,901 of unrecognized tax benefits, of which $ 18,089 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.

As of June 30, 2021, the Company had $ 22,870 of unrecognized tax benefits of which $ 19,058 would impact the effective income tax rate in future periods.

Accrued liabilities for interest and penalties were $ 3,768 and $ 2,952 at June 30, 2023 and 2022, respectively.

The Company and its subsidiaries file income tax returns in the U.S.

12 unchanged sentences

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.

At June 30, 2023 and 2022, no preferred 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,

Foreign currency translation adjustments:

Foreign Currency Translation Adjustment, Net Deferred Gains on Cash Flow Hedging Instruments, Net Deferred (Losses) Gains on Fair Value Hedging Instruments, Net Deferred (Losses) Gains on Net Investment Hedging Instruments, Net Total

Balance at June 30, 2020 $ ( 167,763 ) $ ( 761 ) $ — $ ( 2,865 ) $ ( 171,392 )

Other comprehensive income (loss) before reclassifications 85,581 ( 810 ) — ( 3,359 ) 81,412

Amounts reclassified into income 16,073 1,290 — ( 394 ) 16,969

Net change in accumulated other comprehensive income (loss) for the fiscal year ended June 30, 2021 (1)

101,654 480 — ( 3,753 ) 98,381

Balance at June 30, 2021 ( 66,109 ) ( 281 ) — ( 6,618 ) ( 73,011 )

Other comprehensive (loss) income before reclassifications ( 102,113 ) 3,511 559 9,954 ( 88,089 )

Amounts reclassified into income — ( 2,711 ) ( 59 ) ( 612 ) ( 3,382 )

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)

Net change in accumulated other comprehensive income (loss) for the fiscal year ended June 30, 2022 (1)

( 102,113 ) 800 500 9,342 ( 91,471 )

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)

Balance at June 30, 2022 ( 168,222 ) 519 500 2,724 ( 164,482 )

Other comprehensive income (loss) before reclassifications 30,197 15,390 ( 249 ) ( 1,022 ) 44,316

Amounts reclassified into income — ( 5,011 ) 434 ( 1,473 ) ( 6,050 )

Net change in accumulated other comprehensive income (loss) for the fiscal year ended June 30, 2023 (1)

30,197 10,379 185 ( 2,495 ) 38,266

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,

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.

Balance at June 30, 2023 $ ( 138,025 ) $ 10,898 $ 685 $ 229 $ ( 126,216 )

(1) See Note 16, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains (losses) on hedging instruments recorded in the Consolidated Statements of Operations during the fiscal years ended June 30, 2023, 2022, and 2021.

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.

In January 2022, the Company’s Board of Directors authorized the repurchase of up to $ 200,000 of the Company’s issued and outstanding common stock.

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

authorization does not have a stated expiration date.

The current 2022 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.

During the fiscal year ended June 30, 2023, the Company did not repurchase any shares under the repurchase program.

As of June 30, 2023, the Company had $ 173,514 of remaining authorization under the share repurchase program.

During the fiscal year ended June 30, 2022, the Company repurchased 10,626 shares under the repurchase program for a total of $ 408,886 excluding commissions, at an average price of $ 38.48 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.

Repurchases made during the fiscal year ended June 30, 2022, were made under a previous Board authorization.

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.

Under the Company's Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”), the Company historically granted equity-based awards to its officers, senior management, other key employees, consultants, and directors.

The Company currently utilizes a stockholder-approved plan, The Hain Celestial Group, Inc.

2022 Long Term Incentive and Stock Award Plan (the “2022 Plan”) which was approved at the Company’s 2022 Annual Meeting of Stockholders held on November 17, 2022.

The 2022 Plan permits the Company to continue making equity-based and other incentive awards in a manner intended to properly incentivize its employees, directors, consultants and other service providers by aligning their interests with the interests of the Company’s stockholders.

The Company also historically granted 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, the 2022 Plan and the 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 “LTI Program” or “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods.

There were 1,242 , 873 and 237 shares underlying restricted stock awards (“RSAs”) or restricted share units (“RSUs”) granted under the Stock Award Plans during fiscal years 2023, 2022 and 2021, respectively, of which 1,242 , 249 and 51 , 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.

For performance awards and market awards, the foregoing share figures are stated at target levels, and the awards outstanding at June 30, 2023 generally provide for vesting at 0 % to 200 % of the target level.

There were no options granted under the Stock Award Plans during fiscal years 2023, 2022 and 2021.

At June 30, 2022, there were 6,355 and 2,635 shares available for grant under the 2002 Plan and 2019 Inducement Program, respectively.

At June 30, 2023, there were 9,316 shares available for grant under the 2022 Plan.

Restricted Stock

7 unchanged sentences

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

(per share) 2021 Weighted

(per share) 2020 Weighted

2023 2022 2021

Number of Shares

(per share) Number of Shares

Non-vested - RSAs, RSUs and PSUs

6 unchanged sentences

At June 30, 2023, the table above includes a total of 396 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.

All such shares relate to the 2022-2024 and 2023-2025 LTIP as further described below.

Granted shares also include 10 shares that may be earned based on certain performance-based metrics being met, all of which remained outstanding at June 30, 2023.

Vested shares during the year ended

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, 2023 include a total of 245 shares under the 2022-2024 LTIP that vested at 100 % of target, and a total of 5 shares granted in a previous period that vested based on certain performance-based metrics being met.

Vested shares during the year ended 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 TSR levels, and a total of 13 shares 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.

10 unchanged sentences

2023-2025 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, 2023, the Company granted market-based PSU awards under the LTI Program with a total target payout of 429 shares of common stock.

At June 30, 2023, 329 of such shares were outstanding.

Such PSU awards will vest, if at all, pursuant to a defined calculation of either relative TSR or absolute TSR (as defined) over the period from September 6, 2022 through the earlier of (i) September 6, 2025;

(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) (the “2023 TSR Performance Period”).

Vesting of 220 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2023 TSR Performance Period (the “2023 Relative TSR PSUs”).

Vesting of 109 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2023 TSR Performance Period (the “2023 Absolute TSR PSUs”).

Total shares eligible to vest for both the 2023 Relative TSR PSUs and 2023 Absolute TSR PSUs range from zero to 200 % of the target amount.

Grant date fair values are calculated using a Monte Carlo simulation model with 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) $ 20.18 $ 27.47

Risk-free interest rate 3.54 % 3.54 %

Expected dividend yield — —

Expected volatility 40.30 % 26.60 %

Expected term 3.00 years 3.00 years

2022-2024 LTIP

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, 2023, 67 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;

Vesting is pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agre ement) 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 “2022 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”).

Ves ting of 45 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2022 TSR Performance Period (the “2022 Relative TSR PSUs”).

Vesting of 22 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2022 TSR Performance Period (the “2022 Absolute TSR PSUs”).

Total shares eligible to vest for both the 2022 Relative TSR PSUs and 2022 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:

G rant 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

8 unchanged sentences

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

values are calculated using a Monte-Carlo simulation model.

No such awards under the 2019-2021 LTIP were granted after fiscal year 2021.

Grant date fair 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:

6 unchanged sentences

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.

Former CEO Inducement Grant

On November 6, 2018, the Company’s former 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”).

11 unchanged sentences

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.

CEO Succession

On November 22, 2022, the Board approved a succession plan pursuant to which the Board appointed Wendy P.

Davidson to the role of President and Chief Executive Officer and as a director on the Board, in each case effective as of January 1, 2023 (the “Start Date”).

On the Start Date, Ms.

Davidson received the following awards under the 2023-2025 LTIP:

36 Relative TSR PSUs (at target), 18 Absolute TSR PSUs (at target) and 36 RSUs.

The Relative TSR PSUs and Absolute TSR PSUs have the same TSR Performance Period, performance goals and beginning stock price as those applicable to awards granted to other employees under the 2023-2025 LTIP.

The RSUs will vest in one-third (1/3) installments on each of September 6, 2023, 2024 and 2025.

Additionally, in recognition of the compensation Ms.

Davidson forfeited by leaving her former employer, on the Start Date, Ms.

Davidson also received a one-time make-whole RSU award of 95 RSUs that will vest i n one-third (1/3) installments on each of the first, second and third anniversaries of the Start Date.

Grant date fair values were calculated using a Monte-Carlo simulation model with 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) $ 13.84 $ 19.54

Risk-free interest rate 4.28 % 4.28 %

Expected dividend yield — —

Expected volatility 40.70 % 28.20 %

Expected term 3.00 years 3.00 years

As part of the succession plan, Mark L.

Schiller transitioned from his position as President and Chief Executive Officer of the Company effective as of December 31, 2022 (the “Transition Date”).

Schiller remains a director on the Board following the Transition Date.

As of the Transition Date, certain of Mr.

Schiller's stock-based compensation awards were modified and others were forfeited.

Additionally, Mr.

Schiller will receive severance totaling $ 4,725 , paid in installments over a two-year period following the Transition Date.

Severance, including payroll taxes and other costs, was recognized during the twelve months ended June 30, 2023, and unpaid amounts are accrued at June 30, 2023.

Additionally, from time to time, the Company grants other awards that can be RSUs or PSUs to cer tain employees.

1 unchanged sentence

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.

As of June 30, 2023, there were 10 of such PSUs outstanding.

Summary of Stock-Based Compensation

4 unchanged sentences

$ 14,423 $ 15,611 $ 15,659

Discontinued operations — — 544

Total compensation cost recognized for stock-based compensation plans $ 15,611 $ 15,659 $ 13,622

Related income tax benefit $ 1,734 $ 1,574 $ 1,296

10 unchanged sentences

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.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

At June 30, 2023 and June 30, 2022, the carrying value of the Company’s investment in Founders Table was $ 8,032 and $ 9,491 , respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures.

The Company also holds an investment in Hutchison Hain Organic Holdings Limited, a joint venture with HUTCHMED (China) Limited, accounted for under the equity method of accounting.

The carrying value of its investment was $ 4,766 and $ 4,965 as of June 30, 2023 and June 30, 2022, respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures.

During fiscal year 2022, the Company recorded an impairment charge totaling $ 1,203 related to its investment in Hain Future Natural Products Private, Ltd., a joint venture with Future Consumer Ltd, which is included as a component of equity in net loss of equity-method investees on the Consolidated Statement of Operations.

FAIR VALUE MEASUREMENTS

The Company’s financial assets and liabilities measured at fair value are required to be grouped in one of three levels.

8 unchanged sentences

Derivative financial instruments $ 16,988 $ — $ 16,988 $ —

Equity investment 560 560 — —

Total $ 8,036 $ 560 $ 7,476 $ —

Derivative financial instruments $ 3,160 $ — $ 3,160 $ —

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, 2022:

11 unchanged sentences

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

discounted expected variable cash payments (or receipts).

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 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.

4 unchanged sentences

As a result, all of the derivatives held as of June 30, 2023 and 2022 were classified as Level 2 of the fair value hierarchy.

Nonrecurring Fair Value Measurements

The Company measures certain non-financial assets at fair value on a nonrecurring basis including goodwill, intangible assets, property and equipment and right-of-use lease assets.

These assets were initially measured and recognized at amounts equal to the fair value determined as of the date of acquisition or purchase subject to changes in value only for foreign currency translation.

Periodically, these assets are tested for impairment by comparing their respective carrying values to the estimated fair value of the reporting unit or asset group in which they reside.

In the event any of these assets were to become impaired, the Company would recognize an impairment expense equal to the amount by which the carrying value of the reporting unit, impaired asset or asset group exceeds its estimated fair value.

For indefinite-lived intangible assets, the relief from royalty approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates in the category of intellectual property, discount rates and other variables.

Fair value measurements of reporting units are estimated using an income approach involving discounted cash flow models that contain certain Level 3 inputs requiring significant management judgment, including projections of economic conditions, customer demand and changes in competition, revenue growth rates, gross profit margins, operating margins, capital expenditures, working capital requirements, terminal growth rates and discount rates.

Fair value measurements of the reporting units associated with our goodwill balances and our indefinite-lived intangible assets are estimated at least annually in the fourth quarter of each fiscal year for purposes of impairment testing if a quantitative analysis is performed.

The Company bases its fair value estimates on assumptions its management believes to be reasonable, but which are unpredictable and inherently uncertain.

The Company completed its annual assessment of impairment for indefinite-lived intangible assets in the fourth quarter of fiscal 2023 and recorded non-cash impairment charges of $ 4,767 , $ 4,691 and $ 9,150 for Imagine ® , Joya ® , and Queen Helene ® intangible assets, respectively ( see Note 8 , Goodwill and Other Intangible Assets) .

As of June 30, 2023, these intangible assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair value of $ 9,318 .

During the fiscal year ended June 30, 2023, the Company recorded non-cash impairment charges of $ 102,000 and $ 8,500 for the ParmCrisps ® and Thinsters ® trademarks, respectively.

Due to the same factors triggering the impairment tests for the ParmCrisps ® and Thinsters ® trademarks, the Company completed an impairment test of the ParmCrisps ® and Thinsters ® asset group and recorded a non-cash impairment charge of $ 45,798 for the ParmCrisps ® asset group ( see Note 8 , Goodwill and Other Intangible Assets) .

As of June 30, 2023, THWR intangible assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair value of $ 32,389 , which was calculated during the third quarter of fiscal year ended June 30, 2023.

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 is exposed to certain risks arising from both its business operations and economic conditions.

The Company manages its exposures to a wide variety of business and operational risks.

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.

11 unchanged sentences

During fiscal 2023 and 2022, 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.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCL and subsequently reclassified into interest expense in the same period during which the hedged transaction affects earnings.

Amounts reported in AOCL related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable rate debt.

During fiscal 2024, the Company estimates that an additional $ 8,717 will be reclassified as a decrease to interest expense.

As of June 30, 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

1 unchanged sentence

Interest rate swap 4 $ 400,000

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

2 unchanged sentences

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, at times, also 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.

For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in AOCL 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 2024, the Company estimates that no amount relating to cross-currency swaps will be reclassified to interest expense.

As of June 30, 2023, the Company had no outstanding foreign currency derivatives that were used to hedge its foreign exchange risks.

7 unchanged sentences

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.

Amounts are reclassified out of AOCL into earnings when the hedged net investment is either sold or substantially liquidated.

As of June 30, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

2 unchanged sentences

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 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

income statement line item as the earnings effect of the hedged transaction.

The earnings recognition of excluded components is presented in the same income statement line item as the earnings effect of the hedged transaction.

During fiscal 2024, the Company estimates that an additional $ 476 relating to cross-currency swaps will be reclassified as a decrease to interest expense.

3 unchanged sentences

As of June 30, 2023, 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

Carrying Amount of the Hedged Asset Cumulative Amount of Fair Value Hedge Adjustment Included in the Carrying Amount of the Hedged Asset

Fiscal Year Ended June 30, Fiscal Year Ended June 30,

2023 2022 2023 2022

Intercompany loan receivable $ 26,945 $ 25,899 $ 924 $ 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

3 unchanged sentences

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 —

Interest rate swaps Prepaid expenses and other current assets $ 8,649 Accrued expenses and other current liabilities $ —

Interest rate swaps Other noncurrent assets 5,974 Other noncurrent liabilities —

Cross-currency swaps Prepaid expenses and other current assets 2,365 Accrued expenses and other current liabilities —

Cross-currency swaps Other noncurrent assets — Other noncurrent liabilities 3,160

Total derivatives designated as hedging instruments $ 16,988 $ 3,160

3 unchanged sentences

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

Interest rate swaps Prepaid expenses and other current assets $ 4,230 Accrued expenses and other current liabilities $ —

Interest rate swaps Other noncurrent assets — Other noncurrent liabilities 3,184

Cross-currency swaps Prepaid expenses and other current assets 2,400 Accrued expenses and other current liabilities —

Cross-currency swaps Other noncurrent assets 846 Other noncurrent liabilities —

Total derivatives designated as hedging instruments $ 7,476 $ 3,184

The following table presents the pre-tax effect of cash flow hedge accounting on AOCL as of June 30, 2023, 2022 and 2021:

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

Derivatives in Cash Flow Hedging Relationships Amount of Gain (Loss) Recognized in AOCL on Derivatives Location of Gain (Loss) Reclassified from AOCL into Income (Expense) Location of Gain (Loss) Reclassified from AOCL into Income (Expense)

Fiscal Year Ended June 30, Fiscal Year Ended June 30,

12 unchanged sentences

Interest rate swaps

Amount of gain (loss) reclassified from AOCL into income $ 27 $ — $ ( 308 ) $ —

Amount of gain reclassified from AOCL into income $ — $ 6,918 $ — $ — $ 27 $ —

Cross-currency swaps

Amount of gain (loss) reclassified from AOCL into income $ 78 $ 3,218 $ — $ 158 $ ( 1,556 )

Amount of (loss) gain reclassified from AOCL into (expense) income $ — $ ( 275 ) $ — $ — $ 78 $ 3,218

Foreign currency forward contracts

Amount of gain (loss) reclassified from AOCL into income $ 108 $ ( 67 ) $ — $ —

Amount of gain reclassified from AOCL into income $ — $ — $ — $ 108 $ — $ —

The following table presents the pre-tax effect of fair value hedge accounting on AOCL as of June 30, 2023, 2022 and 2021:

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)

Derivatives in Fair Value Hedging Relationships Amount of (Loss) 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,

3 unchanged sentences

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, 2023 and 2022:

Location and Amount of Gain (Loss) Recognized in the Consolidated Statements of Operations on Fair Value Hedging Relationships

Location and Amount of (Loss) Gain Recognized in the Consolidated Statements of Operations on Fair Value Hedging Relationships

Fiscal Year Ended June 30, 2023

4 unchanged sentences

Cross-currency swaps

Amount of gain reclassified from AOCL into income $ — $ 75 $ 122 $ — $ — $ —

Amount of (loss) gain reclassified from AOCL into (expense) income $ — $ ( 557 ) $ — $ — $ 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, 2023, 2022 and 2021:

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)

Derivatives in Net Investment Hedging Relationships Amount of (Loss) Gain Recognized in AOCL on Derivatives Location of Gain Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing) Amount of Gain Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Fiscal Year Ended June 30, Fiscal Year Ended June 30,

1 unchanged sentence

Cross-currency swaps $ ( 1,279 ) $ 12,599 $ ( 4,251 ) Interest and other financing expense, net $ 1,963 $ 772 $ 498

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.

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 .

The Company has agreements with each of its derivative counterparties that contain a cross-default provision upon certain defaults by the Company on any of its indebtedness.

COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Securities Class Actions Filed in Federal Court

24 unchanged sentences

and (b) the appropriate procedure the Court should follow in light of the Second Circuit's opinion.

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.

On April 14, 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.

In June 2022, the District Court referred Defendants’ Motion to Dismiss the Second Amended Complaint to a United States Magistrate Judge (the “Magistrate Judge”) for a Report and Recommendation.

On November 4, 2022, the Magistrate Judge issued a Report and Recommendation recommending that the District Court grant Defendants’

Motion to Dismiss the Second Amended Complaint with prejudice.

Plaintiffs filed Objections to Magistrate Judge’s November 4, 2022 Report and Recommendation on December 7, 2022, and Defendants filed their Opposition to Plaintiffs’ Objections to Magistrate Judge’s November 4, 2022 Report and Recommendation on January 9, 2023.

The Parties await a decision from the District Court on Defendants’ Motion to Dismiss the Second Amended Complaint.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

29 unchanged sentences

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.

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 since further extended the temporary stay through September 5, 2023.

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.

Those actions have now been transferred and consolidated as a single lawsuit in the U.S.

District Court for the Eastern District of New York 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.

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 filed a motion to dismiss the Consolidated Class Action Complaint on November 7, 2022.

The plaintiffs filed their opposition on December 22, 2022, and the Company filed its reply brief on January 20, 2023.

On May 9, 2023, upon consent of the parties, the Court stayed this action pending the Second Circuit’s decision on appeal in In re Beech-Nut Nutrition Co.

Baby Food Litigation, 21 Civ.

133 (N.D.N.Y.).

Accordingly, the Court denied the Company’s motion to dismiss without prejudice to renew.

One consumer class action is pending in New York Supreme Court, Nassau County, which the court has stayed in deference to the Consolidated Proceeding.

The Company denies the allegations in these lawsuits and contends that its baby foods are safe and properly labeled.

4 unchanged sentences

The Company has been named in one civil government enforcement action, State of New Mexico ex rel.

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.

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.

1 unchanged sentence

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.

In addition to the consumer class actions discussed above, the Company is currently named in seven 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.

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.

• In the matter Palmquist v.

The Hain Celestial Group, Inc., a jury trial commenced on February 6, 2023 in the United States District Court for the Southern District of Texas.

The Company moved for Directed Verdict at the close of Plaintiffs’ case.

The Court granted the Company’s motion, finding no liability for the Company.

The Court entered Final Judgment in the Company's favor on March 3, 2023.

On April 3, 2023, Plaintiffs filed their Notice of Appeal in the Fifth Circuit.

Plaintiffs filed their appellate brief on July 12, 2023.

It is expected that the matter will be fully briefed this fall.

No argument date has been set.

• In the matter NC v.

The Hain Celestial Group, et al., pending in the Superior Court for the State of California, County of Los Angeles, discovery has closed and the Court has set a trial date of October 4, 2023.

The Court will hear arguments on the parties’ expert and dispositive motions in August and September.

• There are currently two Nevada state court cases pending in Clark County District Court.

The cases, Benitez v.

Beech-Nut Nutrition Company, Inc., et al.

and Buenaventura v.

Beech-Nut Nutrition Company, Inc., et al., have been consolidated for the purposes of discovery only.

In Benitez, the Court issued a scheduling order in September 2022.

Pursuant to this Order, discovery will close on March 7, 2024 and the case is set for trial starting on July 29, 2024.

The parties have engaged in limited discovery.

There has been no further activity in the Buenaventura case.

• In Watkins v.

Plum, PBC, et al., currently pending in the United States District Court for the Eastern District of Louisiana, the Court has set the case for trial beginning on April 29, 2024.

On June 30, 2023, Plaintiffs filed a Motion to Remand the case to Louisiana state court.

Defendants filed their Opposition on July 18, 2023.

The Motion was heard on August 17, 2023, and the parties await a decision.

The parties are currently engaging in discovery.

• On January 9, 2023, Plaintiffs in P.A.

Hain Celestial Group, Inc., et al.

filed their First Amended Complaint in the Circuit Court of the First Circuit, State of Hawai’i.

On March 8, 2023, the Company filed its Answer to Plaintiff’s First Amended Complaint.

The case is set for trial starting on January 23, 2025.

• On February 3, 2023, Plaintiff in Pourdanesh v.

Hain Celestial Group, Inc.

filed his Complaint in the Superior Court for the State of California, County of Los Angeles.

Plaintiff filed an Amended Complaint on June 16, 2023.

Defendants filed a Demurrer to the Amended Complaint on July 17, 2023, which will be heard for argument on September 1, 2023.

The parties have a status conference on September 1, 2023 and discovery is stayed until further notice.

Additionally, on July 25, 2023, Plaintiffs in DMP v.

Beech-Nut Nutrition Company, Inc.

et al., currently pending in the United States District Court for the District of Nevada, filed a Motion for Leave to Amend the Complaint.

In their Motion, Plaintiffs seek to add the Company as a defendant, among other changes.

The Company denies that its Products led to any of the alleged injuries and will defend these cases vigorously.

That said, additional lawsuits may be filed against the Company in the future, asserting similar or different legal theories and seeking similar or different types of damages and relief.

Such lawsuits may be resolved in a manner adverse to us, and we may incur substantial costs or damages not covered by our insurance, which could have a material adverse effect on our financial condition and business.

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.

1 unchanged sentence

DEFINED CONTRIBUTION PLANS

We have a 401(k) Employee Retirement Plan (the “Plan”) to provide retirement benefits for eligible employees.

The Company has 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.

For the fiscal years ended June 30, 2023, 2022 and 2021, we made contributions to the Plan of $ 2,307 , $ 2,091 and $ 2,025 , respectively, and recorded retirement plan expense in the amount of $ 2,457 , $ 2,141 and $ 2,482 , respectively.

In addition, while certain of the Company’s international subsidiaries maintain separate defined contribution plans for their employees, except for the United Kingdom, the amounts are not significant to the Company’s consolidated financial statements.

Certain United Kingdom subsidiaries offer 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.

Employees outside of these criteria have the option to opt-in.

Employees must contribute a minimum percentage to the plan and the United Kingdom subsidiaries make matching contributions.

For the fiscal years ended June 30, 2023, 2022 and 2021, there were contributions and retirement plan expense recorded in the amount of $ 2,096 , $ 2,379 and $ 3,487 , respectively.

2 unchanged sentences

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 Company historically used segment net sales and operating income to evaluate performance and to allocate resources.

In connection with the appointment of its new CEO effective as of January 1, 2023, the Company undertook a series of actions to reassess its segments, including how performance is evaluated and how resources are allocated.

As part of that review, during the fourth quarter of fiscal 2023, the Company determined there were two operating segments which are also the reportable segments.

Furthermore, Adjusted EBITDA was determined to be a more appropriate measure of segment profitability for each reportable segment compared to operating income.

The Company has concluded that segment net sales and segment Adjusted EBITDA are most relevant in order to analyze segment results and trends.

Segment Adjusted EBITDA excludes:

(benefit) provision for income taxes, net interest expense, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses (gains), certain litigation and related costs, CEO succession costs, plant closure related costs-net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, costs associated with acquisitions, divestitures and other transactions, gains on sales of assets, certain inventory write-downs in 2022 and 2021, intangibles and long-lived asset impairments and other adjustments.

In addition, Segment Adjusted EBITDA does not include Corporate and Other expenses related to the Company’s centralized administrative functions, which do not specifically relate to a reportable segment.

Such Corporate and Other expenses are comprised mainly of compensation and related expenses of certain of the Company’s senior executive officers and other employees who perform duties related to our entire enterprise, litigation expense and expenses for certain professional fees, facilities, and other items which benefit the Company as a whole.

The following tables set forth financial information about each of the Company’s reportable segments.

6 unchanged sentences

$ 1,796,643 $ 1,891,793 $ 1,970,302

Operating Income (Loss):

Adjusted EBITDA:

North America $ 123,443 $ 122,235 $ 162,045

International 82,945 110,073 133,882

172,808 167,046 151,267

Total Reportable Segments Adjusted EBITDA 206,388 232,308 295,927

Corporate and Other ( 39,766 ) ( 31,692 ) ( 36,989 )

166,622 200,616 258,938

$ 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.

(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

Impairment charges

Inventory write-down — 351 421

Intangibles and long-lived asset impairment ( 175,501 ) ( 1,903 ) ( 57,920 )

Acquisitions, divestitures and other

Transaction and integration costs, net ( 2,018 ) ( 14,055 ) ( 3,291 )

Gain on sale of assets 3,529 9,049 4,900

Gain on sale of businesses — — 2,680

Restructuring activities

CEO succession ( 5,113 ) — —

Plant closure related costs, net ( 94 ) ( 929 ) ( 58 )

Productivity and transformation costs ( 7,284 ) ( 8,803 ) ( 12,572 )

Warehouse/manufacturing consolidation and other costs, net ( 1,026 ) ( 2,721 ) ( 11,374 )

Litigation and related costs 1,369 ( 7,687 ) ( 995 )

Depreciation and amortization ( 50,777 ) ( 46,849 ) ( 49,569 )

Equity in net loss of equity-method investees ( 1,134 ) ( 2,902 ) ( 1,591 )

Interest expense, net ( 43,936 ) ( 10,226 ) ( 5,880 )

Benefit (provision) for income taxes 14,178 ( 22,716 ) ( 41,093 )

Stock-based compensation, net ( 14,423 ) ( 15,611 ) ( 15,659 )

Unrealized currency (losses) gains ( 929 ) 2,259 ( 828 )

Net (loss) income $ ( 116,537 ) $ 77,873 $ 66,109

The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, are as follows:

3 unchanged sentences

United Kingdom 477,400 500,949 607,674

Europe 180,080 227,712 258,501

All other 113,175 126,050 149,712

6 unchanged sentences

134,908 133,213

96,845 112,864

Europe 72,016 70,390

All other 22,497 26,455

Total $ 392,219 $ 412,096

5 unchanged sentences

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 aggregate price paid by the Company for the Share Repurchase was $ 76,500 , which the Company funded with borrowings under the Credit Agreement.

The Company did not receive any proceeds from the Offering.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data