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Item 1. Financial Statements

2024-02-07 compared with 2023-11-07 · 348 added, 222 removed, 607 unchanged (48% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

SEPTEMBER 30, 2023 AND JUNE 30, 2023

DECEMBER 31, 2023 AND JUNE 30, 2023

(In thousands, except par values)

September 30, June 30,

December 31, June 30,

Current assets:

42 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(In thousands, except per share amounts)

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Net sales $ 454,100 $ 454,208 $ 879,129 $ 893,559

2 unchanged sentences

Selling, general and administrative expenses 73,952 72,357 151,121 147,308

Long-lived asset impairment 20,666 340 21,360 340

Productivity and transformation costs

6,869 986 13,272 1,759

Amortization of acquired intangible assets 1,509 2,785 3,464 5,573

Long-lived asset impairment 694 —

Operating (loss) income ( 781 ) 27,389 ( 3,059 ) 43,212

1 unchanged sentence

Other income, net ( 42 ) ( 1,062 ) ( 307 ) ( 2,852 )

(Loss) income from operations before income taxes and equity in net loss of equity-method investees ( 15,257 ) 9,936

(Loss) income before income taxes and equity in net loss of equity-method investees ( 16,877 ) 17,639 ( 32,134 ) 27,575

(Benefit) provision for income taxes ( 4,249 ) 6,357 ( 9,628 ) 8,988

10 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(In thousands)

Three Months Ended

September 30, 2023 September 30, 2022

December 31, 2023 December 31, 2022

amount Tax (expense) benefit After tax amount Pretax

1 unchanged sentence

Net (loss) income $ ( 13,535 ) $ 10,966

Other comprehensive loss:

Other comprehensive income:

Foreign currency translation adjustments before reclassifications $ 36,536 $ — $ 36,536 $ 59,674 $ — $ 59,674

Change in deferred gains on cash flow hedging instruments

Change in deferred losses on cash flow hedging instruments

( 10,108 ) 2,501 ( 7,607 ) ( 2,475 ) 610 ( 1,865 )

Change in deferred losses on fair value hedging instruments

Change in deferred gains on fair value hedging instruments 47 ( 11 ) 36 691 ( 170 ) 521

Change in deferred losses on net investment hedging instruments

( 4,474 ) 1,107 ( 3,367 ) ( 6,285 ) 1,553 ( 4,732 )

Change in deferred gains on net investment hedging instruments

Total other comprehensive income

$ 22,001 $ 3,597 $ 25,598 $ 51,605 $ 1,993 $ 53,598

Total other comprehensive loss

Total comprehensive income $ 12,063 $ 64,564

Six Months Ended

December 31, 2023 December 31, 2022

amount Tax (expense) benefit After tax amount Pretax

amount Tax (expense) benefit After tax amount

Net (loss) income $ ( 23,911 ) $ 17,889

Other comprehensive income (loss):

Foreign currency translation adjustments before reclassifications $ 3,603 $ — $ 3,603 $ ( 7,476 ) $ — $ ( 7,476 )

Change in deferred (losses) gains on cash flow hedging instruments

( 6,871 ) 1,708 ( 5,163 ) 11,755 ( 3,028 ) 8,727

Total comprehensive loss $ ( 39,783 ) $ ( 45,539 )

Change in deferred (losses) gains on fair value hedging instruments ( 334 ) 83 ( 251 ) 418 ( 100 ) 318

Change in deferred losses on net investment hedging instruments

( 2,653 ) 655 ( 1,998 ) ( 511 ) 78 ( 433 )

Total other comprehensive (loss) income

$ ( 6,255 ) $ 2,446 $ ( 3,809 ) $ 4,186 $ ( 3,050 ) $ 1,136

Total comprehensive (loss) income $ ( 27,720 ) $ 19,025

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023

(In thousands, except par values)

11 unchanged sentences

Balance at September 30, 2023 111,578 $ 1,116 $ 1,221,291 $ 642,185 21,950 $ ( 727,975 ) $ ( 155,623 ) $ 980,994

Net loss ( 13,535 ) ( 13,535 )

Other comprehensive income 25,598 25,598

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

56 ( 614 ) ( 614 )

Stock-based compensation expense 3,376 3,376

Balance at December 31, 2023 111,818 $ 1,118 $ 1,224,667 $ 628,650 22,006 $ ( 728,589 ) $ ( 130,025 ) $ 995,821

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2022

(In thousands, except par values)

11 unchanged sentences

Balance at September 30, 2022 111,114 $ 1,112 $ 1,207,120 $ 776,021 21,798 $ ( 725,914 ) $ ( 216,944 ) $ 1,041,395

Net income 10,966 10,966

Other comprehensive income 53,598 53,598

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

39 ( 754 ) ( 754 )

Stock-based compensation expense 3,435 3,435

Balance at December 31, 2022 111,256 $ 1,113 $ 1,210,555 $ 786,987 21,837 $ ( 726,668 ) $ ( 163,346 ) $ 1,108,641

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(In thousands)

Three Months Ended September 30,

Six Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss) income $ ( 23,911 ) $ 17,889

Adjustments to reconcile net (loss) income from operations to net cash provided by (used in) operating activities:

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

Depreciation and amortization 23,502 24,125

25 unchanged sentences

( 1,489 ) ( 983 )

Net cash (used in) provided by financing activities

Net cash used in financing activities

( 24,093 ) ( 10,892 )

Effect of exchange rate changes on cash 1,119 ( 2,517 )

Net decrease in cash and cash equivalents ( 15,084 ) ( 13,718 )

Net increase (decrease) in cash and cash equivalents 308 ( 22,075 )

Cash and cash equivalents at beginning of period 53,364 65,512

16 unchanged sentences

Investments in affiliated companies in which the Company exerts significant influence, but which it does not control, are accounted for under the equity method of accounti ng.

As such, consolidated net loss includes th e Company's equity in the current earnings or losses of such companies.

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

The Company ’ s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

4 unchanged sentences

The unaudited consolidated financial statements reflect all normal recurring adjustments which, in management’s opinion, are necessary for a fair presentation for interim periods.

Operating results for the three months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024.

Operating results for the three and six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2024.

Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2023 and for the fiscal year then ended included in the Form 10-K for information not included in these condensed notes.

All amounts in the unaudited consolidated financial statements, notes and tables have been rounded to the nearest thousands, except par values and per share amounts, unless otherwise indicated.

Reclassifications

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

Significant Accounting Policies

6 unchanged sentences

The Company transferred accounts receivable 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 $ 86,506 and $ 83,659 during the three months ended September 30, 2023 and 2022, respectively.

The principal amount of receivables sold under these arrangements was $ 159,760 and $ 189,794 during the six months ended December 31, 2023 and 2022 , respectively.

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.

Recently Adopted Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-03, “ Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718) ”, to amend various SEC paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No.

1 unchanged sentence

The Company adopted this conforming guidance upon issuance, which had no material impact on its condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ”, which will require entities to disclose more detailed information in the reconciliation of their statutory tax rate to their effective tax rate.

The ASU also requires entities to disclose more detailed information about income taxes paid, including by jurisdiction, pretax income (loss) from continuing operations, and income tax expense (benefit).

The amendments are effective for fiscal years beginning after December 15, 2024 and for interim periods within fiscal years beginning after December 15, 2025.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures ”, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the provisions of the amendments and the effect on its future consolidated financial statements.

(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:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Net (loss) income $ ( 13,535 ) $ 10,966 $ ( 23,911 ) $ 17,889

6 unchanged sentences

Diluted net (loss) income per common share $ ( 0.15 ) $ 0.12 $ ( 0.27 ) $ 0.20

Due to the incurred net loss in the three months ended September 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 489 restricted stock awards excluded from the calculation of diluted net income per share for the three months ended September 30, 2022, as such awards were anti-dilutive.

Additionally, for the three months ended September 30, 2023 and 2022 there were 372 and 298 , stock-based awards outstanding, that were contingently issuable based on market conditions, and such conditions had not been achieved during the respective periods.

Due to the incurred net loss in the three and six months ended December 31, 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.

There were 372 restricted stock awards excluded from the calculation of diluted net income per share for the three months ended December 31, 2022, as such awards were anti-dilutive.

There were 453 stock-based awards comprised of restricted stock awards and stock options excluded from the calculation of diluted net income per share for the six months ended December 31, 2022, as such awards were anti-dilutive.

Additi onally, 903 and 401 stock-based awards outstanding at December 31, 2023 and 2022, respectively, were excluded from the calculation of diluted net (loss) income per share for the three months ended December 31, 2023 and 2022, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods.

Furthermore, 515 and 286 stock-based awards outstanding at December 31, 2023 and 2022, respectively, were excluded from the calculation of diluted net (loss) income per share for the six months ended December 31, 2023 and 2022, respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had not been achieved during the respective periods.

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 is consistent with the Company’s portfolio simplification process.

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

During the six months ended December 31, 2022, the Company deconsolidated the net assets of Westbrae, primarily consisting of $ 3,054 of goodwill, and recognized a pretax gain on sale of $ 3,359 .

Inventories consisted of the following:

September 30,

2023 June 30,

4 unchanged sentences

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

September 30,

2023 June 30,

7 unchanged sentences

520,594 537,843

Accumulated depreciation and impairment 243,628 241,518

Accumulated depreciation 247,143 241,518

$ 273,451 $ 296,325

Depreciation expense for the three months ended September 30, 2023 and 2022 was $ 9,826 and $ 8,067 , respectively.

During the three months ended September 30, 2023, the Company completed the sale of a facility in the United States for total cash proceeds of $ 1,182 , net of brokerage and other fees, resulting in a loss in the amount of $ 68 , which is included as a component of other income, net on the Consolidated Statement of Operations.

The facility was held for sale as of June 30, 2023 with a net carrying amount of $ 1,250 .

Depreciation expense for the three months ended December 31, 2023 and 2022 was $ 8,352 and $ 8,195 , respectively.

Depreciation expense for the six months ended December 31, 2023 and 2022 was $ 18,178 and $ 16,262 , respectively.

As a result of a decline in actual and projected performance and cash flows related to an asset group primarily comprised of certain production assets in the North America reportable segment, the Company determined that an interim impairment test of the asset group was required to be performed.

The fair value was determined using a discounted cash flow analysis.

During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $ 20,666 to reduce the carrying value of such long-lived assets to their estimated fair value.

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

During the six months ended December 31, 2022, the Company recognized a non-cash impairment charge of $ 340 relating to a facility in the United States that was held for sale.

During the six months ended December 31, 2023, the Company completed the sale of such facility for total cash proceeds of $ 1,182 , net of brokerage and other fees, resulting in a loss in the amount of $ 68 , which was included as a component of other income, net on the Consolidated Statement of Operations.

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

6 unchanged sentences

The Company does not have any related party leases, and sublease transactions are de minimis.

The components of lease expenses for the three months ended September 30, 2023 and 2022 were as follows:

Three Months Ended

September 30, 2023 September 30, 2022

The components of lease expenses for the three and six months ended December 31, 2023 and 2022 were as follows:

Three Months Ended Six Months Ended

December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022

Operating lease expenses $ 4,796 $ 2,238 $ 9,374 $ 7,213

4 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

Leases Classification September 30, 2023 June 30, 2023

Leases Classification December 31, 2023 June 30, 2023

Operating lease ROU assets, net Operating lease right-of-use assets, net $ 91,388 $ 95,894

7 unchanged sentences

Additional information related to leases is as follows:

Three Months Ended

September 30, 2023 September 30, 2022

Six Months Ended

December 31, 2023 December 31, 2022

Supplemental cash flow information

5 unchanged sentences

Operating leases (1)(2)

$ 2,140 $ ( 4,764 )

Finance leases $ — $ 60

5 unchanged sentences

Finance leases 4.5 % 4.6 %

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

(1) Includes adjustment for remeasurement of an operating lease during the three months ended December 31, 2023, which resulted in a net reduction of an ROU asset and a corresponding reduction in lease liability of $ 9,375 .

(2) Includes adjustment for modification of an operating lease during the three months ended December 31, 2022, which resulted in a reduction of an ROU asset and lease liability 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 December 31, 2023 were as follows:

Fiscal Year Operating leases Finance leases Total

9 unchanged sentences

GOODWILL AND OTHER INTANGIBLE ASSETS

The following table provides the changes in the carrying value of goodwill by reportable segment:

The following table provides changes in the carrying value of goodwill by reportable segment:

North America International Total

1 unchanged sentence

Translation ( 3 ) 924 921

Balance as of September 30, 2023

Balance as of December 31, 2023

$ 697,050 $ 242,511 $ 939,561

There were no events or circumstances that warranted an interim impairment test for goodwill during the three months ended September 30, 2023 or 2022.

Other Intangible Assets

The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill:

September 30,

2023 June 30,

4 unchanged sentences

Other intangibles 162,191 161,874

157,764 161,874

Accumulated amortization ( 118,379 ) ( 114,629 )

1 unchanged sentence

Net other intangible assets $ 295,011 $ 298,105

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

(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.

There were no events or circumstances that warranted an interim impairment test for indefinite-lived intangible assets during the three months ended September 30, 2023 or 2022.

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 223,981 of accumulated impairment charges as of December 31, 2023 and June 30, 2023 .

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 in the Consolidated Statements of Operations was as follows:

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Amortization of acquired intangibles $ 1,509 $ 2,785 $ 3,464 $ 5,573

6 unchanged sentences

Debt and borrowings consisted of the following:

September 30,

2023 June 30,

10 unchanged sentences

$ 83 ) of short-term finance lease obligations as discussed in Note 7, Leases.

Amended and Restated Credit Agreement

On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement (as amended by a First Amendment dated December 16, 2022, the “Credit Agreement”).

2 unchanged sentences

Both the Revolver and the Term Loans mature on December 22, 2026 .

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.

Excluding hedge impact, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2023 was 7.86 %.

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.

The Company’s obligations under the Credit Agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.

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.

2 unchanged sentences

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

As of September 30, 2023, there were $ 530,000 of loans under the Revolver, $ 286,875 of Term Loans, and $ 4,468 of letters of credit outstanding under the Credit Agreement.

As of September 30, 2023, $ 265,532 was available under the Credit Agreement, subject to compliance with the financial covenants.

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

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.

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.

Excluding hedge impact, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2023 was 7.90 %.

During fiscal 2021, the Company used interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt.

As of December 31, 2023, the notional amount of the interest rate swaps was $ 400,000 with fixed rate payments of 5.60 %.

Including hedge impact, the weighted average interest rate on outstanding borrowings under the Credit Agreement at December 31, 2023 was 6.81 %.

As of December 31, 2023, there were $ 526,000 of loans under the Revolver, $ 285,000 of Term Loans, and $ 3,188 of letters of credit outstanding under the Credit Agreement.

As of December 31, 2023, $ 270,812 was available under the Credit Agreement, subject to compliance with the financial covenants.

As of December 31, 2023, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

1 unchanged sentence

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 the 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.

In connection with the Second Amendment to its Credit Agreement, the Company incurred debt issuance costs of approximately $ 3,854 , of which $ 3,813 was deferred.

In connection with the Second Amendment to its Credit Agreement during the first quarter of fiscal year 2024, the Company incurred debt issuance costs of approximately $ 3,854 , of which $ 3,813 was deferred.

Of the total deferred costs, $ 2,802 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the Consolidated Balance Sheets, and $ 1,011 are being recorded 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 utilizing the effective interest rate method.

Interest paid during the three months ended September 30, 2023 and September 30, 2022 was $ 11,432 and $ 6,688 , respectively.

Interest paid during the three and six months ended December 31, 2023 was $ 15,956 and $ 27,388 , respectively.

Interest paid during the three and six months ended December 31, 2022 was $ 9,378 and $ 16,066 , respectively.

In general, the Company uses an estimated annual effective tax rate, which is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates, to determine its quarterly provision for income taxes.

1 unchanged sentence

The Company’s effective tax rate may change from period-to-period based on recurring and non-recurring factors including the geographical mix of earnings, enacted tax legislation, state and local income taxes and tax audit settlements.

The effective income tax rate was a benefit of 35.3 % and an expense of 26.5 % for the three months ended September 30, 2023 and 2022, respectively.

The effective income tax rate for the three months ended September 30, 2023 increased due to tax expense related to stock-based compensation, global intangible low-taxed income (“GILTI”), and limitations on the deductibility of executive compensation.

The effective income tax rate was a benefit of 25.2 % and an expense of 36.0 % for the three months ended December 31, 2023 and 2022, respectively.

The effective income tax rate was a benefit of 30.0 % and an expense of 32.6 % for the six months ended December 31, 2023 and 2022, respectively.

The effective income tax rate for the six months ended December 31, 2023 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation.

The effective income tax rate for the six months ended December 31, 2022 was impacted by the gain on the sale of Westbrae, an operating lease modification during the second quarter, severance with respect to our former CEO (as part of the limitation on the deductibility of executive compensation), stock-based compensation and uncertain tax positions.

The effective income tax rates in each period were also impacted by the geographical mix of earnings and state income taxes.

1 unchanged sentence

The following table presents the changes in accumulated other comprehensive loss (“AOCL”):

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

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

Balance at June 30, 2022 $ ( 168,225 ) $ 519 $ 500 $ 2,724 $ ( 164,482 )

4 unchanged sentences

Balance at September 30, 2022 ( 235,374 ) 11,112 297 7,021 ( 216,944 )

Other comprehensive income (loss) before reclassifications 59,674 ( 454 ) ( 1,067 ) ( 4,359 ) 53,794

Amounts reclassified into (income) expense — ( 1,411 ) 1,588 ( 373 ) ( 196 )

Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2022 (1)

59,674 ( 1,865 ) 521 ( 4,732 ) 53,598

Balance at December 31, 2022 $ ( 175,700 ) $ 9,247 $ 818 $ 2,289 $ ( 163,346 )

Balance at June 30, 2023 $ ( 138,028 ) $ 10,898 $ 685 $ 229 $ ( 126,216 )

4 unchanged sentences

Balance at September 30, 2023 ( 170,961 ) 13,342 398 1,598 ( 155,623 )

(1) See Note 14, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the Consolidated Statements of Operations during the three months ended September 30, 2023 and 2022.

Other comprehensive income (loss) before reclassifications 36,536 ( 5,806 ) ( 738 ) ( 2,995 ) 26,997

Amounts reclassified into (income) expense — ( 1,801 ) 774 ( 372 ) ( 1,399 )

Net change in accumulated other comprehensive income (loss) for the three months ended December 31, 2023 (1)

36,536 ( 7,607 ) 36 ( 3,367 ) 25,598

Balance at December 31, 2023 $ ( 134,425 ) $ 5,735 $ 434 $ ( 1,769 ) $ ( 130,025 )

(1) See Note 15, Derivatives and Hedging Activities, for the amounts reclassified into income for deferred gains on hedging instruments recorded in the Consolidated Statements of Operations during the three and six months ended December 31, 2023 and 2022.

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

7 unchanged sentences

Compensation cost and related income tax benefits recognized in the Consolidated Statements of Operations for stock-based compensation plans were as follows:

Three Months Ended September 30,

Selling, general and administrative expense

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

Selling, general and administrative expenses

$ 3,376 $ 3,435 $ 7,118 $ 7,429

Related income tax benefit $ 398 $ 552 $ 854 $ 954

2 unchanged sentences

Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”).

A summary of the restricted st ock activity (including all RSAs, RSUs and PSUs) for the three months ended September 30, 2023 is as follows:

A summary of the restricted st ock activity (including all RSAs, RSUs and PSUs) for the six months ended December 31, 2023 is as follows:

Number of Shares

and Units Weighted

Average Grant

4 unchanged sentences

Forfeited ( 114 ) $ 25.85

Non-vested RSAs, RSUs and PSUs outstanding at September 30, 2023 1,026 $ 26.17

Vested shares during the three months ended September 30, 2023 include a total of 15 shares related to certain performance-based metrics being met and a total of 224 shares related to service-based RSUs.

There were 86 shares surrendered for payment of employee payroll taxes due on shares issued under stock-based compensation plans at an average price of $ 10.17 per share.

There are market-based PSU awards outstanding under both the 2023 – 2025 LTIP and the 2022 – 2024 LTIP.

At September 30, 2023, 311 of such shares were outstanding under the 2023 – 2025 LTIP while 61 shares were outstanding under the 2022 – 2024 LTIP.

Non-vested RSAs, RSUs and PSUs outstanding at December 31, 2023 2,257 $ 15.79

Shares granted during the six months ended December 31, 2023 related to shares of RSUs and PSUs granted under the 2024 - 2026 LTIP.

Vested shares during the six months ended December 31, 2023 include a total of 15 shares related to certain performance-based metrics being met and a total of 463 shares related to service-based RSUs.

There are market-based PSU awards outstanding under 2024 - 2026 LTIP, 2023 – 2025 LTIP and the 2022 – 2024 LTIP.

At December 31, 2023, 576 of such shares were outstanding under the 2024 – 2026 LTIP, 276 of such shares were outstanding under the 2023 – 2025 LTIP while 51 shares were outstanding under the 2022 – 2024 LTIP.

The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares vesting was as follows:

Three Months Ended September 30,

Six Months Ended December 31,

Fair value of RSAs, RSUs and PSUs granted $ 19,286 $ 21,457

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Tax benefit recognized from restricted shares vesting $ 650 $ 502

At September 30, 2023 , there was $ 13,677 of unrecognized stock-based compensation expense related to non-vested restricted stock awards which is expected to be recognized over a weighted average period of 1.66 years.

At December 31, 2023, there was $ 27,305 of unrecognized stock-based compensation expense related to non-vested restricted stock awards which is expected to be recognized over a weighted average period of 2.3 years.

2024-2026 LTIP

At September 30, 2023, there are 311 such shares outstanding under the LTI Program.

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;

During the six months ended December 31, 2023 , the Company granted market-based PSU awards under the LTIP with a total target payout of 578 shares of common stock.

At December 31, 2023, there were 576 such shares outstanding under the LTIP.

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 October 25, 2023 through the earlier of (i) October 25, 2026;

(ii) the date the participant’s employment is terminated due to death or Disability (as defined);

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Total shares eligible to vest for both the 2024 Relative TSR PSUs and 2024 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 for grants prior to January 1, 2023:

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

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 for grants on or subsequent to January 1, 2023:

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

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Expected term 3.00 years 3.00 years

CEO Succession

On November 22, 2022, the Board approved a succession plan pursuant to which 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”).

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 three and six months ended December 31, 2022.

On October 27, 2015, the Company acquired a minority equity interest in Chop’t Creative Salad Company LLC, predecessor to Founders Table Restaurant Group, LLC (“Founders Table”).

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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 September 30, 2023 and June 30, 2023, the carrying value of the Company’s investment in Founders Table was $ 7,654 and $ 8,032 , respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures.

At December 31, 2023 and June 30, 2023, the carrying value of the Company’s investment in Founders Table was $ 6,878 and $ 8,032 , 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 $ 4,644 and $ 4,766 as of September 30, 2023 and June 30, 2023, respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

The carrying value of the remaining investments were $ 4,533 and $ 4,766 as of December 31, 2023 and June 30, 2023, respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures.

FAIR VALUE MEASUREMENTS

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

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• Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 2023:

The following table presents assets and liabilities measured at fair value on a recurring basis as of December 31, 2023:

Derivative financial instruments $ 10,127 $ — $ 10,127 $ —

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

There were no transfers of financial instruments between the three levels of fair value hierarchy during the three months ended September 30, 2023 or 2022.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the six months ended December 31, 2023 or 2022.

Derivative Instruments

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In adjusting the fair value of the Company’s derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

current credit spreads to evaluate the likelihood of default by the Company and its counterparties.

The Company has determined that the significance of the impact of the credit valuation adjustments made to its derivative contracts, which determination was based on the fair value of each individual contract, was not significant to the overall valuation.

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

As a result, all of the derivatives held as of December 31, 2023 and June 30, 2023 were classified as Level 2 of the fair value hierarchy.

Nonrecurring Fair Value Measurements

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

During the three and six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $ 20,666 related to an asset group in the North America reportable segment, as discussed in Note 6, Property, Plant and Equipment, net .

The asset group was primarily comprised of property, plant and equipment and fair value was determined using a discounted cash flow analysis.

As of December 31, 2023, the asset group ’ s property, plant and equipment were classified as Level 3 assets measured at fair value on a nonrecurring basis.

DERIVATIVES AND HEDGING ACTIVITIES

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The Company enters into derivative financial instruments to protect the value or fix the amount of certain assets and liabilities in terms of its functional currency, the U.S.

Dollar.Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks.

Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks.

The Company does not use derivatives for speculative or trading purposes.

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Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

During the three months ended September 30, 2023 and 2022, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

During the three and six months ended December 31, 2023, 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 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 the remaining nine months of fiscal 2024, the Company estimates that an additional $ 6,967 will be reclassified as a decrease to interest expense.

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

During the remaining six months of fiscal 2024, the Company estimates that an additional $ 4,080 will be reclassified as a decrease to interest expense.

As of December 31, 2023, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate Derivative Number of Instruments Notional Amount

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The Company uses foreign currency derivatives including cross-currency swaps to manage its exposure to fluctuations in the USD-EUR exchange rates.

Cross-currency swaps involve exchanging fixed-rate interest payments for fixed-rate interest receipts, both of which will occur at the USD-EUR forward exchange rates in effect upon entering into the instrument.

The Company, 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 risk.

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 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 the remaining nine months of fiscal 2024, the Company estimates that no amount relating to the cross-currency swaps will be reclassified to interest expense.

As of September 30, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risk.

During the remaining six months of fiscal 2024, the Company estimates that no amount relating to cross-currency swaps will be reclassified to interest expense.

As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its foreign exchange risk.

Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased

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

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

As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge its net investments in foreign operations:

Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased

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

During the remaining nine months of fiscal 2024, the Company estimates that an additional $ 359 relating to cross currency swaps will be reclassified as a decrease to interest expense.

As of September 30, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk:

During the remaining six months of fiscal 2024, the Company estimates that an additional $ 240 relating to cross currency swaps will be reclassified as a decrease to interest expense.

As of December 31, 2023, the Company had the following outstanding foreign currency derivatives that were used to hedge changes in fair value attributable to foreign exchange risk:

Foreign Currency Derivative Number of Instruments Notional Sold Notional Purchased

Cross-currency swap 1 € 24,700 $ 26,021

As of September 30, 2023 and 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

September 30,

As of December 31, 2023 and 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

2023 June 30,

2023 September 30,

2023 December 31,

2023 June 30,

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Designated Hedges

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of September 30, 2023:

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheet as of December 31, 2023:

Asset Derivatives Liability Derivatives

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

The following table presents the pre-tax effect of cash flow hedge accounting on AOCL for the three months ended September 30, 2023 and 2022:

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

Three Months Ended September 30, Three Months Ended September 30,

The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022:

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) Amount of Gain (Loss) Reclassified from AOCL into Income (Expense)

Three Months Ended December 31, Three Months Ended December 31,

2023 2022 2023 2022

Interest rate swaps $ ( 7,725 ) $ ( 682 ) Interest and other financing expense, net $ 2,393 $ 1,988

Cross-currency swaps — — Interest and other financing expense, net / Other (income) expense, net — ( 115 )

Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — ( 115 )

Foreign currency forward contracts 10 80 Cost of sales — —

Total $ ( 7,715 ) $ ( 602 ) $ 2,393 $ 1,873

The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022:

Six Months Ended December 31,

2023 2022 2023 2022

The following table presents the pre-tax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations for the three months ended of September 30, 2023 and 2022:

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

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022

Cost of sales Interest and other financing expense, net Cost of sales Interest and other financing expense, net

Interest rate swaps $ ( 2,247 ) $ 14,580 Interest and other financing expense, net $ 4,675 $ 3,135

Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — ( 230 )

Foreign currency forward contracts 51 80 Cost of sales — —

Total $ ( 2,196 ) $ 14,660 $ 4,675 $ 2,905

The following table presents the pretax effect of the Company’s derivative financial instruments electing cash flow hedge accounting on the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022:

Location and Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations on Cash Flow Hedging Relationships

Three Months Ended December 31, 2023 Three Months Ended December 31, 2022

Interest and other financing expense, net Interest and other financing expense, net

The effects of cash flow hedging:

4 unchanged sentences

Amount of loss reclassified from AOCL into income $ — $ ( 115 )

The following table presents the pre-tax effect of fair value hedge accounting on AOCL for the three months ended September 30, 2023 and 2022:

Derivatives in Fair value 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)

Three Months Ended September 30, Three Months Ended September 30,

Location and Amount of Gain (Loss) Recognized in the Consolidated Statement of Operations on Cash Flow Hedging Relationships

Six Months Ended December 31, 2023

Six Months Ended December 31, 2022

Interest and other financing expense, net Interest and other financing expense, net

The effects of cash flow hedging:

Gain (loss) on cash flow hedging relationships

Interest rate swaps

Amount of gain reclassified from AOCL into income $ 4,675 $ 3,135

Cross-currency swaps

Amount of loss reclassified from AOCL into income $ — $ ( 230 )

The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the three months ended December 31, 2023 and 2022:

Derivatives in Fair Value Hedging Relationships Amount of Loss 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)

Three Months Ended December 31, Three Months Ended December 31,

2023 2022 2023 2022

Cross-currency swaps $ 572 $ 1,539 Interest and other financing expense, net $ 123 $ 123

Cross-currency swaps $ ( 981 ) $ ( 1,416 ) Interest and other financing expense, net / Other expense (income), net $ 123 $ 123

The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the six months ended December 31, 2023 and 2022:

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)

Six Months Ended December 31,

2023 2022 2023 2022

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 September 30, 2023 and 2022:

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

Three Months Ended September 30, 2023 Three Months Ended September 30, 2022

Cost of sales Interest and other financing expense, net Other expense (income), net Cost of sales Interest and other financing expense, net Other expense (income), net

Cross-currency swaps $ ( 409 ) $ 122 Interest and other financing expense, net / Other expense (income), net $ 247 $ 246

The following table presents the pretax effect of the Company’s derivative financial instruments electing fair value hedge accounting on the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022:

Location and Amount of Loss Recognized in the Consolidated Statement of Operations on Fair Value Hedging Relationships

Three Months Ended December 31, 2023 Three Months Ended December 31, 2022

Interest and other financing expense, net Interest and other financing expense, net

The effects of fair value hedging:

Gain on fair value hedging relationships

Loss on fair value hedging relationships

Cross-currency swaps

Amount of gain reclassified from AOCL into income $ — $ 953 $ — $ — $ 123 $ 1,688

The following table presents the pre-tax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the three months ended September 30, 2023 and 2022:

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

Three Months Ended September 30, Three Months Ended September 30,

Amount of loss reclassified from AOCL into income $ ( 1,028 ) $ ( 2,107 )

Location and Amount of Loss Recognized in the Consolidated Statement of Operations on Fair Value Hedging Relationships

Six Months Ended December 31, 2023

Six Months Ended December 31, 2022

Interest and other financing expense, net Interest and other financing expense, net

The effects of fair value hedging:

Loss on fair value hedging relationships

Cross-currency swaps

Amount of loss reclassified from AOCL into income $ ( 75 ) $ ( 296 )

The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022:

Derivatives in Net Investment Hedging Relationships Amount of Loss Recognized in AOCL on Derivatives Location of Gain Recognized in Income on Derivatives Amount of Gain Recognized in Income on Derivatives

Three Months Ended December 31, Three Months Ended December 31,

2023 2022 2023 2022

Cross-currency swaps $ ( 3,979 ) $ ( 5,790 ) Interest and other financing expense, net $ 495 $ 495

The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the six months ended December 31, 2023 and 2022:

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

Six Months Ended

December 31, Six Months Ended

2023 2022 2023 2022

Cross-currency swaps $ ( 1,663 ) $ 479 Interest and other financing expense, net $ 990 $ 990

Credit-Risk-Related Contingent Features

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The savings initiatives are expected to impact the Company’s reportable segments and Corporate and Other.

Implementation of the Hain Reimagined Program is expected to be completed by the end of the 2027 fiscal year and comprised of:

Implementation of the Hain Reimagined Program is expected to be completed by the end of the 2027 fiscal year and is primarily comprised of:

contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses.

For the three months ended September 30, 2023, expenses associated with the Company’s restructuring program in the amount of $ 6,403 and $ 3,320 , respectively, were recorded in Productivity and transformation costs and Cost of sales on the Consolidated Statements of Operations and impacted reportable segments and Corporate and Other as follows:

Three Months Ended September 30, 2023

Corporate and Other $ 5,770

For the three months ended December 31, 2023, expenses associated with the Company’s restructuring program in the amount of $ 20,666 , $ 6,869 , and $ 3,113 , respectively, were recorded in Impairment of long-lived assets, Productivity and transformation costs, and Cost of sales, respectively, on the Consolidated Statements of Operations.

For the six months ended December 31, 2023, expenses associated with the Company’s restructuring program in the amount of $ 20,666 , $ 13,272 , and $ 6,433 , respectively, were recorded in Impairment of long-lived assets, Productivity and transformation costs, and Cost of sales, respectively, on the Consolidated Statements of Operations.

The table below sets forth expenses associated with the Company’s restructuring program for the three and six months ended December 31, 2023 by reportable segment and Corporate and Other.

Three Months Ended December 31, 2023 Six Months Ended December 31, 2023

North America $ 25,093 $ 28,451

Corporate and Other 5,067 10,837

International 488 1,083

$ 30,648 $ 40,371

The Company expects to pay the remaining accrued restructuring costs during the next 12 months.

The following table displays the activities and liability balances relating to the restructuring program for the period ended as of September 30, 2023:

The following table displays the activities and liability balances relating to the restructuring program for the period ended as of December 31, 2023:

Charges Amounts Paid Non-cash settlements/ Adjustments 2

Balance at September 30, 2023

Balance at December 31, 2023

Employee-related costs 1

6 unchanged sentences

$ 40,371 $ ( 13,038 ) $ ( 22,806 ) $ 4,527

1 Employee-related expenses include $ 491 severance related to executive officer succession.

2 Represents non-cash asset write-downs, including accelerated depreciation and asset impairment.

1 Employee-related costs include $ 1,130 severance related to executive officer succession.

2 Represents non-cash asset write-downs including asset impairment and accelerated depreciation.

3 Other transformation-related expenses primarily include consultancy charges.

The liability balance as of September 30, 2023 is included within Accrued expenses and other current liabilities on the Company’s Consolidated Balance Sheets.

COMMITMENTS AND CONTINGENCIES

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On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York (the “District Court”) against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934:

The three complaints are:

The Hain Celestial Group, Inc., et al.;

(the “Flora Complaint”);

The Hain Celestial Group, Inc., et al.;

(the “Lynn Complaint”);

and (3) Spadola v.

The Hain Celestial Group, Inc., et al.

(the “Spadola Complaint” and, together with the Flora and Lynn Complaints, the “Securities Complaints”).

On June 5, 2017, the District Court issued an order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel.

Pursuant to this order, the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc.

(collectively, the “Securities Complaints”).

The Securities Complaints were ultimately consolidated under the caption In re The Hain Celestial Group, Inc.

Securities Litigation (the “Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs.

On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his ability to participate in the Consolidated Securities Action as an absent class member.

The Co-Lead Plaintiffs in the Consolidated Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”).

Amended Complaint named as defendants the Company and certain of its former officers (collectively, “Defendants”) and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls.

Defendants filed a motion to dismiss the Amended Complaint on October 3, 2017 which the District Court granted on March 29, 2019, dismissing the case in its entirety, without prejudice to replead.

Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended Complaint”).

The Second Amended Complaint again named as defendants the Company and certain of its former officers and asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the Amended Complaint, including materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results, and internal controls.

During the summer of 2017, a Corrected Consolidated Amended Complaint was filed, which named as defendants the Company and certain of its former officers (collectively, “Defendants”) and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business, prospects, financial results and internal controls.

After Defendants’ initial motion to dismiss was granted without prejudice to replead in October 2017, the Co-Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended Complaint”).

The Second Amended Complaint again named as defendants the Company and certain of its former officers and asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the Correct Consolidated Amended Complaint.

Defendants filed a motion to dismiss the Second Amended Complaint on June 20, 2019.

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By decision dated December 17, 2021, the Second Circuit vacated the District Court’s judgment and remanded the case for further proceedings.

On April 6, 2022, the District Court issued an order directing the parties to submit position papers outlining their views regarding:

(a) the scope of the Court's reconsideration of Defendants’ Motion to Dismiss the Second Amended Complaint;

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

On April 14, 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.

The parties ultimately submitted supplemental briefing between May 12, 2022 and June 23, 2022, and 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.

On September 29, 2023, the District Court granted Defendants’ Motion to Dismiss the Second Amended Complaint.

Plaintiffs filed notice of appeal on October 26, 2023.

Co-Lead Plaintiffs filed notice of appeal on October 26, 2023, appealing the District Court’s decision dismissing the Second Amended Complaint to the Second Circuit.

Co-Lead Plaintiffs’ opening brief is due February 12, 2024.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

On April 19, 2017 and April 26, 2017, two class action and stockholder derivative complaints were filed in the Eastern District of New York against the former Board of Directors and certain former officers of the Company under the captions Silva v.

Simon, et al.

(the “Silva Complaint”) and Barnes v.

Simon, et al.

(the “Barnes Complaint”), respectively.

Both the Silva Complaint and the Barnes Complaint allege violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment.

On May 23, 2017, an additional stockholder filed a complaint under seal in the Eastern District of New York against the former Board of Directors and certain former officers of the Company.

The complaint alleged that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results.

The complaint also alleged that the Company violated its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste.

On August 9, 2017, the District Court granted an order to unseal this case and reveal Gary Merenstein as the plaintiff (the “Merenstein Complaint”).

On August 10, 2017, the District Court granted the parties' stipulation to consolidate the Barnes Complaint, the Silva Complaint and the Merenstein Complaint under the caption In re The Hain Celestial Group, Inc.

Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”) and to appoint Robbins Arroyo LLP and Scott+Scott as Co-Lead Counsel, with the Law Offices of Thomas G.

Amon as Liaison Counsel for Plaintiffs.

On September 14, 2017, a related complaint was filed under the caption Oliver v.

The former Board of Directors and certain former officers of the Company are defendants in a consolidated action originally filed in 2017 in the Eastern District of New York under the captions Silva v.

Simon, et al., Barnes v.

Simon, et al., Merenstein v.

Heyer, et al., and Oliver v.

Berke, et al.

(the “Oliver Complaint”), and on October 6, 2017, the Oliver Complaint was consolidated with the Consolidated Stockholder Class and Derivative Action.

The Plaintiffs filed their consolidated amended complaint under seal on October 26, 2017.

Plaintiffs in the consolidated action, In re The Hain Celestial Group, Inc.

Stockholder Class and Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”), allege the violation of securities law, breach of fiduciary duty, waste of corporate assets and unjust enrichment.

The plaintiffs alleged in their Amended Complaint that the Company’s former directors and certain former officers made materially false and misleading statements in press releases and SEC filings regarding the Company’s business, prospects and financial results and that the Company violated

its by-laws and Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust enrichment and corporate waste.

On December 20, 2017, the parties agreed to stay Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action, described above.

On March 29, 2019, the District Court in the Consolidated Securities Action granted Defendants’ motion, dismissing the Amended Complaint in its entirety, without prejudice to replead.

Co-Lead Plaintiffs in the Consolidated Securities Action filed the Second Amended Complaint on May 6, 2019.

The parties to the Consolidated Stockholder Class and Derivative Action agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint

through 30 days after a decision on Defendants' motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

After the District Court granted Defendants’ motion to dismiss the Consolidated Securities Action, the Co-Lead Plaintiffs in that action filed a Second Amended Complaint on May 6, 2019.

The parties to the Consolidated Stockholder Class and Derivative Action thereby agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

On April 6, 2020, the District Court granted Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action, with prejudice.

Pursuant to the terms of the stay, Defendants in the Consolidated Stockholder Class and Derivative Action had until May 6, 2020 to answer, move, or otherwise respond to the complaint in this matter.

Pursuant to the terms of an agreed-upon stay, Defendants in the Consolidated Stockholder Class and Derivative Action had until May 6, 2020 to answer, move, or otherwise respond to the complaint in this matter.

This deadline was extended, and Defendants moved to dismiss the Consolidated Stockholder Class and Derivative Action Complaint on June 23, 2020, with Plaintiffs’ opposition due August 7, 2020.

On July 24, 2020, Plaintiffs made a stockholder litigation demand on the current Board containing overlapping factual allegations to those set forth in the Consolidated Stockholder Class and Derivative Action.

On August 10, 2020, the District Court vacated the briefing schedule on Defendants’ pending motion to dismiss in order to give the Board of Directors time to consider the demand.

On each of September 8 and October 8, 2020, the District Court extended its stay of any applicable deadlines for 30 days to give the Board of Directors additional time to complete its evaluation of the demand.

On November 3, 2020, Plaintiffs were informed that the Board of Directors had finished investigating and resolved, among other things, that the demand should be rejected.

On November 6, 2020, Plaintiffs and Defendants notified the District Court that Plaintiffs were evaluating the rejection of the demand, sought certain additional information and were assessing next steps, and requested that the District Court extend the stay for an additional 30 days, to on or around December 7, 2020.

The Parties then filed a number of additional joint status reports, requesting that the District Court continue the stay of applicable deadlines through December 30, 2021.

In light of the Second Circuit vacating the District Court’s judgment in the Consolidated Securities Action referenced above and remanding the case for further proceedings, the Parties submitted a joint status report on December 29, 2021 requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated Securities Action.

On November 3, 2023, the Parties filed a joint request to continue the temporary stay of the Derivative Action pending resolution of the Securities Class Action appeal and await a response from the Court.

The parties have agreed to extend the stay through the earlier of November 8, 2024 or 30 days after the Second Circuit issues a decision on Plaintiffs’ appeal.

Baby Food Litigation

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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 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.

The Company filed a motion to dismiss the Consolidated Class Action Complaint on November 7, 2022, which was opposed by the plaintiffs.

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.).

133 (N.D.N.Y.) (the “Beech-Nut Case”).

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

By summary order dated January 18, 2024, the Second Circuit vacated the judgment dismissing the Beech-Nut Case and remanded for further proceedings.

The District Court in the Consolidated Proceeding has now ordered the Company to serve its motion to dismiss by February 15, 2024.

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

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The Company and several other manufacturers moved to dismiss the New Mexico Attorney General’s lawsuit, which motion the Court denied.

The Company filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022.

The Company filed its answer to the New

Mexico Attorney General’s amended complaint on April 23, 2022.

The Company denies the New Mexico Attorney General’s allegations and maintains that its baby foods are safe, properly labeled, and compliant with New Mexico law.

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

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

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

Plaintiffs filed their appellate brief on July 12, 2023.

The Company filed its appellate brief on September 26, 2023.

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

No argument date has been set.

The Hain Celestial Group, et al., pending in the Superior Court for the State of California, County of Los Angeles, as a result of successful defense pretrial motions, including the Company's motion for summary judgment, the Company expects that the case will be dismissed and judgment will soon be entered in the Company's favor.

Plaintiffs’ appeal is fully briefed and oral argument took place before the Fifth Circuit on February 6, 2024.

The Hain Celestial Group, et al., in the Superior Court for the State of California, County of Los Angeles, judgment was entered on October 26, 2023 in favor of the defendants as a result of successful defense pretrial motions, including the Company’s motion for summary judgment.

The time for appeal has passed.

• 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 August 12, 2024.

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 no earlier than October 7, 2024.

The parties are currently engaging in discovery.

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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.

Defendants removed the case to the United States District Court for the District of Hawaii on January 5, 2024.

The Court has set the case for trial beginning on October 21, 2025.

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

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On October 24, 2023, the Court granted Plaintiffs’ Motion and Hain was added as a defendant to the case.

In September 2023, the two Nevada state court cases previously pending in Clark County District Court, Benitez v.

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

and Buenaventura v.

Beech-Nut Nutrition Company, Inc., were both voluntarily dismissed.

Beginning in late November, an additional eleven cases have been filed in federal courts and in California state court including:

Hain Celestial Group, Inc.

et al (filed October 10, 2023);

Hain Celestial Group, Inc.

et al (filed October 11, 2023);

Hain Celestial Group, Inc.

(filed November 28, 2023);

Princeton N.C.

Hain Celestial Group, Inc.

(filed November 28, 2023);

Hain Celestial Group, Inc.

(filed December 13, 2023), each pending in the Superior Court for the State of California, County of Los Angeles against Hain and several other baby food manufacturers alleging bodily injury as to one child in each action.

These cases are in their earliest stages and a joint status conference was held on February 6, 2024.

Hain Celestial Group, Inc.

(filed November 22, 2023) and D.S.

Hain Celestial Group, Inc.

(filed December 4, 2023), each pending in the United States District Court for the Central District of California against Hain and several other baby food manufacturers alleging bodily injury as to one child in each action.

Hain Celestial Group, Inc.

(filed November 28, 2023) in the Superior Court for the State of California, County of Alameda;

Hain Celestial Group, Inc.

(filed December 13, 2023) in the United States District Court for the District of Arizona;

and Mosley v.

Hain Celestial Group, Inc.

(filed December 21, 2023) in the United States District Court for the Western District of Washington are pending against Hain and several other baby food manufacturers alleging bodily injury as to one child in each action.

Hain Celestial Group, Inc.

(filed November 22, 2023), in the United States District Court for the Northern District of California, is pending against Hain and several other baby food manufacturers alleging bodily injury as to two children.

On January 4, 2024, Plaintiffs filed a Motion to Transfer Actions Pursuant to 28 U.S.C.

§ 1407 for Coordinated or Consolidated Pretrial Proceedings in respect of each of the above referenced eleven matters.

Defendants’ response is currently due on February 13, 2024.

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.

That said, as is common in circumstances of this nature, 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 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.

SEC Investigation

In November 2023, the staff of the SEC informed the Company it was conducting an investigation relating to Hain Celestial and requested documents primarily concerning (i) the Company’s acquisition of one business and disposition of another business and certain related accounting matters and (ii) trading activity and other matters related to the Company’s earnings guidance in certain previous fiscal years.

The Company is cooperating with the SEC in this investigation.

In addition to the matters 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.

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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, plant closure related costs-net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, costs associated with acquisitions, divestitures and other transactions, loss (gain) on sale of assets, long-lived asset impairments and other adjustments.

net interest expense, (benefit) provision for income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency (gains) losses, certain litigation and related 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, (gain) loss on sale of assets, certain inventory write-downs related to exited categories , 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.

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Transactions between reportable segments were insignificant for all periods presented.

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

North America $ 267,671 $ 282,361 $ 527,725 $ 570,757

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47,126 49,817 71,216 85,846

Impairment charges

Long-lived asset impairment ( 694 ) —

Acquisitions, divestitures and other

Transaction and integration costs, net ( 118 ) ( 1,367 )

(Loss) gain on sale of assets ( 62 ) 40

Restructuring activities

Plant closure related costs, net ( 1,841 ) 2

Productivity and transformation costs ( 6,403 ) ( 773 )

Litigation and related costs ( 1,524 ) ( 2,463 )

Depreciation and amortization ( 11,197 ) ( 12,155 ) ( 23,502 ) ( 24,125 )

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Stock-based compensation, net ( 3,376 ) ( 3,435 ) ( 7,118 ) ( 7,429 )

Unrealized currency (losses) gains ( 35 ) 1,711

Unrealized currency gains (losses) 194 ( 2,160 ) 159 ( 449 )

Certain litigation expenses, net (a)

( 2,091 ) ( 2,482 ) ( 3,615 ) ( 4,945 )

Restructuring activities

Productivity and transformation costs ( 6,869 ) ( 986 ) ( 13,272 ) ( 1,759 )

Plant closure related costs, net ( 2,302 ) ( 53 ) ( 4,143 ) ( 51 )

Warehouse/manufacturing consolidation and other costs, net ( 811 ) 1,972 ( 811 ) 1,972

CEO succession — ( 5,113 ) — ( 5,113 )

Acquisitions, divestitures and other

Transaction and integration costs, net ( 109 ) ( 402 ) ( 227 ) ( 1,769 )

Gain (loss) on sale of assets — 3,355 ( 62 ) 3,395

Impairment charges

Long-lived asset impairment ( 20,666 ) ( 340 ) ( 21,360 ) ( 340 )

Inventory write-downs related to exited categories ( 1,443 ) — ( 1,443 ) —

Net (loss) income $ ( 13,535 ) $ 10,966 $ ( 23,911 ) $ 17,889

(a) Expenses and items relating to securities class action and baby food litigation.

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

Three Months Ended September 30,

Three Months Ended December 31, Six Months Ended December 31,

2023 2022 2023 2022

United States $ 239,324 $ 255,056 $ 469,983 $ 514,564

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Europe 47,801 48,268 91,725 90,063

All Other 29,395 28,888

Canada 28,347 27,306 57,742 56,194

$ 454,100 $ 454,208 $ 879,129 $ 893,559

1 unchanged sentence

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-Q

Item 1. Financial Statements