What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-05-08 compared with 2024-02-07 · 319 added, 251 removed, 704 unchanged (45% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

DECEMBER 31, 2023 AND JUNE 30, 2023

MARCH 31, 2024 AND JUNE 30, 2023

(In thousands, except par values)

December 31, June 30,

March 31, June 30,

Current assets:

42 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(In thousands, except per share amounts)

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

3 unchanged sentences

Selling, general and administrative expenses 66,716 75,047 217,837 222,355

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

Intangibles and long-lived asset impairment 49,426 156,583 70,786 156,923

Productivity and transformation costs

1 unchanged sentence

Amortization of acquired intangible assets 1,255 2,842 4,719 8,415

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

Operating loss ( 27,901 ) ( 140,926 ) ( 30,960 ) ( 97,714 )

Interest and other financing expense, net 14,127 13,421 43,509 31,910

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

(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

Other expense (income), net 100 439 ( 207 ) ( 2,413 )

Loss before income taxes and equity in net loss of equity-method investees ( 42,128 ) ( 154,786 ) ( 74,262 ) ( 127,211 )

Provision (benefit) for income taxes 5,100 ( 39,587 ) ( 4,528 ) ( 30,599 )

Equity in net loss of equity-method investees 966 528 2,371 1,226

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

Net (loss) income per common share:

Net loss $ ( 48,194 ) $ ( 115,727 ) $ ( 72,105 ) $ ( 97,838 )

Net loss per common share:

Basic $ ( 0.54 ) $ ( 1.29 ) $ ( 0.80 ) $ ( 1.09 )

Diluted $ ( 0.54 ) $ ( 1.29 ) $ ( 0.80 ) $ ( 1.09 )

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

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

Basic 89,832 89,421 89,718 89,369

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(In thousands)

Three Months Ended

December 31, 2023 December 31, 2022

March 31, 2024 March 31, 2023

amount Tax (expense) benefit After tax amount Pretax

amount Tax (expense) benefit After tax amount

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

Other comprehensive income:

Net loss $ ( 48,194 ) $ ( 115,727 )

Other comprehensive (loss) income:

Foreign currency translation adjustments before reclassifications $ ( 11,004 ) $ — $ ( 11,004 ) $ 15,250 $ — $ 15,250

Change in deferred losses on cash flow hedging instruments

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

4,920 ( 1,216 ) 3,704 ( 6,031 ) 1,521 ( 4,510 )

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

Change in deferred losses on net investment hedging instruments

Change in deferred (losses) gains on fair value hedging instruments ( 168 ) 41 ( 127 ) 172 ( 43 ) 129

Change in deferred gains (losses) on net investment hedging instruments

1,833 ( 453 ) 1,380 ( 628 ) 160 ( 468 )

Total other comprehensive income

Total other comprehensive (loss) income

$ ( 4,419 ) $ ( 1,628 ) $ ( 6,047 ) $ 8,763 $ 1,638 $ 10,401

Total comprehensive income $ 12,063 $ 64,564

Six Months Ended

December 31, 2023 December 31, 2022

amount Tax (expense) benefit After tax amount Pretax

Total comprehensive loss $ ( 54,241 ) $ ( 105,326 )

Nine Months Ended

March 31, 2024 March 31, 2023

amount Tax benefit After tax amount Pretax

amount Tax (expense) benefit After tax amount

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

Other comprehensive income (loss):

Net loss $ ( 72,105 ) $ ( 97,838 )

Other comprehensive (loss) income:

Foreign currency translation adjustments before reclassifications $ ( 7,400 ) $ — $ ( 7,400 ) $ 7,774 $ — $ 7,774

6 unchanged sentences

$ ( 10,672 ) $ 816 $ ( 9,856 ) $ 12,950 $ ( 1,413 ) $ 11,537

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

Total comprehensive loss $ ( 81,961 ) $ ( 86,301 )

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024

(In thousands, except par values)

18 unchanged sentences

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

Net loss ( 48,194 ) ( 48,194 )

Other comprehensive loss ( 6,047 ) ( 6,047 )

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

10 ( 111 ) ( 111 )

Stock-based compensation expense 3,017 3,017

Balance at March 31, 2024 111,850 $ 1,119 $ 1,227,684 $ 580,456 22,016 $ ( 728,700 ) $ ( 136,072 ) $ 944,487

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2022

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

(In thousands, except par values)

18 unchanged sentences

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

Net loss ( 115,727 ) ( 115,727 )

Other comprehensive income 10,401 10,401

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

3 ( 68 ) ( 68 )

Stock-based compensation expense 3,228 3,228

Balance at March 31, 2023 111,263 $ 1,113 $ 1,213,783 $ 671,260 21,840 $ ( 726,736 ) $ ( 152,945 ) $ 1,006,475

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

FOR THE NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(In thousands)

Six Months Ended December 31,

Nine Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

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

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

Net loss $ ( 72,105 ) $ ( 97,838 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 34,360 37,909

2 unchanged sentences

Stock-based compensation, net 10,135 10,657

Long-lived asset impairment 21,360 340

Intangibles and long-lived asset impairment 70,786 156,923

Loss (gain) on sale of assets 62 ( 3,529 )

6 unchanged sentences

Accounts payable and accrued expenses 43,046 ( 20,195 )

Net cash provided by (used in) operating activities 34,685 ( 2,652 )

Net cash provided by operating activities 76,959 26,309

CASH FLOWS FROM INVESTING ACTIVITIES

14 unchanged sentences

Effect of exchange rate changes on cash ( 1,425 ) ( 104 )

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

Net decrease in cash and cash equivalents ( 3,815 ) ( 21,830 )

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

15 unchanged sentences

Intercompany accounts and transactions have been eliminated in consolidation.

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) income includes th e Company’s equity in the current losses or earnings of such companies.

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 accounting.

As such, consolidated net (loss) income includes the 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 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.

Operating results for the three and nine months ended March 31, 2024 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.

10 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 $ 159,760 and $ 189,794 during the six months ended December 31, 2023 and 2022 , respectively.

The principal amount of receivables sold under these arrangements was $ 223,600 and $ 290,856 during the nine months ended March 31, 2024 and 2023 , 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.

1 unchanged sentence

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.

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 (“ASC”) to reflect the issuance of SEC Staff Accounting Bulletin No.

120, among other things.

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

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

Recently Issued Accounting Pronouncements Not Yet Adopted

11 unchanged sentences

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 December 31, Six Months Ended December 31,

2023 2022 2023 2022

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

Basic weighted average shares outstanding

LOSS PER SHARE

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

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Effect of dilutive stock options, unvested restricted stock and unvested restricted share units

Diluted weighted average shares outstanding

Net loss $ ( 48,194 ) $ ( 115,727 ) $ ( 72,105 ) $ ( 97,838 )

Basic and diluted weighted average shares outstanding

89,832 89,421 89,718 89,369

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

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

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.

Basic and diluted net loss per common share $ ( 0.54 ) $ ( 1.29 ) $ ( 0.80 ) $ ( 1.09 )

Due to the incurred net loss in the three and nine months ended March 31, 2024, 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 329 restricted stock awards excluded from the calculation of diluted net loss per share for the three months ended March 31, 2023, as such awards were anti-dilutive.

There were 524 stock-based awards comprised of restricted stock awards and stock options excluded from the calculation of diluted net loss per share for the nine months ended March 31, 2023, as such awards were anti-dilutive.

Additi onall y, 885 and 399 stock-based awards outstanding at March 31, 2024 and 2023, respectively, were excluded from the calculation of diluted net loss per share for the three months ended March 31, 2024 and 2023, 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, 639 and 366 sto ck-based awards outstanding at March 31, 2024 and 2023, respectively, were excluded from the calculation of diluted net loss per share for the nine months ended March 31, 2024 and 2023, 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 ®

2 unchanged sentences

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 .

During the nine months ended March 31, 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 .

Inventories consisted of the following:

16 unchanged sentences

$ 264,470 $ 296,325

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.

Depreciation expense for the three months ended March 31, 2024 and 2023 was $ 8,232 and $ 9,649 , respectively.

Depreciation expense for the nine months ended March 31, 2024 and 2023 was $ 26,410 and $ 25,911 , respectively.

As a result of the same factors triggering the interim impairment tests for the ParmCrisps ® intangible assets, as discussed in Note 8, Goodwill and Other Intangible Assets , during the three months ended March 31, 2024, the Company completed interim impairment tests of the ParmCrisps ® asset group.

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

During the three and nine months ended March 31, 2024, the Company recognized a non-cash impairment charge of $ 5,875 to reduce the carrying amount of ParmCrisps ® machinery and equipment, to its estimated fair value.

The fair value of machinery and equipment was determined based on an orderly liquidation value.

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

During the nine months ended March 31, 2024, the Company recognized a non-cash impairment charge of $ 20,666 related to an asset group primarily comprised of certain production assets in the North America reportable segment to reduce the carrying amount of such long-lived assets to their estimated fair value.

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

The Company recognized impairment charges of $ 244 and $ 584 during the three and nine months ended March 31, 2023, respectively, relating to a facility in the United States that was held for sale.

During the nine months ended March 31, 2024, 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 Western Europe.

The Company determines if an arrangement is or contains a lease at inception.

5 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 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

The components of lease expenses for the three and nine months ended March 31, 2024 and 2023 were as follows:

Three Months Ended Nine Months Ended

March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023

Operating lease expenses $ 4,106 $ 6,657 $ 13,480 $ 13,869

4 unchanged sentences

Supplemental balance sheet information related to leases was as follows:

Leases Classification December 31, 2023 June 30, 2023

Leases Classification March 31, 2024 June 30, 2023

Operating lease ROU assets, net Operating lease right-of-use assets, net $ 87,599 $ 95,894

7 unchanged sentences

Additional information related to leases is as follows:

Six Months Ended

December 31, 2023 December 31, 2022

Nine Months Ended

March 31, 2024 March 31, 2023

Supplemental cash flow information

13 unchanged sentences

Finance leases 4.5 % 4.5 %

(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:

(1) Includes adjustment for remeasurement of an operating lease during the nine months ended March 31, 2024, 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 nine months ended March 31, 2023, 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 March 31, 2024 were as follows:

Fiscal Year Operating leases Finance leases Total

9 unchanged sentences

GOODWILL AND OTHER INTANGIBLE ASSETS

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

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

North America International Total

1 unchanged sentence

Translation ( 896 ) ( 1,609 ) ( 2,505 )

Balance as of December 31, 2023

Balance as of March 31, 2024

$ 696,157 $ 239,978 $ 936,135

As a result of the significant decline in the Company’s market capitalization and the same factors triggering the interim impairment tests for the ParmCrisps ® and Thinsters ® trademarks, certain North America personal care tradenames, and other intangible assets discussed below, the Company completed an interim impairment test of all reporting units.

For United Kingdom, Western Europe, Canada, and Ella's Kitchen UK, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill.

The Company concluded that the qualitatively tested reporting units estimated fair values exceeded their carrying amounts.

Three of these reporting units (United Kingdom, Western Europe and Canada) were quantitatively tested in fiscal 2023 and as of the last quantitative testing date, their estimated fair values exceeded their respective carrying amounts by more than 17.7 %.

During the three months ended March 31, 2024, the Company completed an interim quantitative impairment test of goodwill in the United States (“U.S.”) reporting unit and concluded that the reporting unit’s estimated fair value exceeded its carrying amount.

The fair value of the reporting unit was estimated utilizing a blended approach which included an income approach utilizing the Discounted Cash Flows (“DCF”) Method and the Guideline Public Company Methodology (“GPCM”), a market-based approach.

At March 31, 2024, the goodwill related to the U.S.

reporting unit is at risk of potential impairment if the fair value of this reporting unit, and its associated assets, decrease in value due to the amount and timing of expected future cash flows, decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates.

Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates.

If the Company’s ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record impairment charges in future periods.

As of March 31, 2024 the U.S.

reporting unit had $ 647,321 of goodwill and the reporting unit’s estimated fair value exceeded its carrying amount by 5.2 %.

Other Intangible Assets

9 unchanged sentences

Net other intangible assets $ 250,265 $ 298,105

(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 .

(1) The gross carrying amount of trademarks and tradenames is reflected net of $ 249,291 and $ 223,981 of accumulated impairment charges as of March 31, 2024 and June 30, 2023, respectively .

During the three months ended March 31, 2024, the Company recorded a non-cash impairment charge of $ 10,797 related to Thinsters ® indefinite and definite lived intangible assets in connection with the probable sale of its Thinsters ® cookie business (see Note 20, Subsequent Event) .

The Company concluded that as of March 31, 2024, there was a high probability that the sale of the Thinsters ® business would occur and therefore, a quantitative impairment test was performed.

To determine the amount of the impairment, the Company compared the carrying amount of the Thinsters ® assets to its estimated fair value (which was the expected selling price less transaction costs).

Further, the Company determined that not all criteria were met to be able to classify the Thinsters ® business as held for sale as of March 31, 2024, since the Company did not receive approval from its Board of Directors to sell the Thinsters ® business

until after March 31, 2024.

The assets are part of the North America reportable segment and have a remaining aggregate carrying amount of $ 2,023 as of March 31, 2024.

During the three months ended March 31, 2024, as a result of further expected decline in the actual and projected performance and cash flows of certain North America personal care brands (namely, Alba Botanica ® , Avalon Organics ® , and JASON ® ) and the ParmCrisps ® brand, the Company determined that interim impairment tests of the associated indefinite-lived trademarks were required to be performed.

During the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 12,815 and $ 8,000 for the personal care tradenames and the ParmCrisps ® trademark, respectively, to reduce the carrying amounts of such intangible assets to their estimated fair values of $ 13,000 and nil , respectively.

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.

The assets are part of the North America reportable segment.

As a result of the same factors triggering the interim impairment tests for the ParmCrisps ® trademark discussed above, during the three months ended March 31, 2024, the Company completed its interim impairment tests of the ParmCrisps ® asset group, which was primarily comprised of amortizable customer relationships, machinery and equipment and operating lease right-of-use assets.

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

During the three months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 10,586 to reduce the carrying amount of the ParmCrisps ® customer relationships, to their estimated fair value which was determined using a discounted cash flow analysis.

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

The customer relationship intangible asset was part of the North America reportable segment and was fully impaired as of March 31, 2024.

During the three months ended March 31, 2023, the Company recorded non-cash impairment charges of $ 102,000 and $ 8,500 for the ParmCrisps ® and Thinsters ® trademarks, respectively, to reduce the carrying amount of such intangible assets to their estimated fair value.

The fair values were 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.

The assets are part of the North America reportable segment and fully impaired as of March 31, 2024.

As a result of the same factors triggering the interim impairment tests for the ParmCrisps ® and Thinsters ® trademarks, the Company completed interim 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 three months ended March 31, 2023, the Company recorded non-cash impairment charges of $ 45,798 to reduce the carrying amount of the ParmCrisps ® customer relationships, the primary asset in the asset group, to their 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 had a remaining aggregate carrying amount of $ 19,889 as of 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 December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Amortization of acquired intangibles $ 1,255 $ 2,842 $ 4,719 $ 8,415

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

Fiscal Year Ending June 30,

2024 (remainder of year) 2025 2026 2027 2028 2029

Estimated amortization expense $ 2,836 $ 5,477 $ 5,083 $ 4,996 $ 4,113 $ 3,615

The weighted average remaining amortization period of amortized intangible assets is 7.7 years.

18 unchanged sentences

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.

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

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 Credit Agreement, the Company ’ s maximum consolidated leverage ratio is 6.00 :1.00.

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

2 unchanged sentences

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 %.

Excluding hedge impact, the weighted average interest rate on outstanding borrowings under the Credit Agreement at March 31, 2024 was 8.10 %.

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 March 31, 2024, 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 March 31, 2024 was 6.96 %.

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 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.

As of March 31, 2024, there were $ 496,000 of loans under the Revolver, $ 283,125 of Term Loans, and $ 3,188 of letters of credit outstanding under the Credit Agreement.

As of March 31, 2024, $ 300,812 was available under the Credit Agreement, subject to compliance with the financial covenants.

As of March 31, 2024, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

3 unchanged sentences

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 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.

Interest paid during the three and nine months ended March 31, 2024 was $ 12,666 and $ 40,054 , respectively.

Interest paid during the three and nine months ended March 31, 2023 was $ 11,791 and $ 27,857 , 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.

The Company calculated its tax rate on a discrete basis for the nine months ended March 31, 2024 due to significant variations in the relationship between tax expense and projected pretax income.

Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability on the effective tax rates from quarter to quarter.

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 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 rate was an expense of 12.1 % and a benefit of 25.6 % for the three months ended March 31, 2024 and 2023, respectively.

The effective income tax rate was a benefit of 6.1 % and 24.1 % for the nine months ended March 31, 2024 and 2023, respectively.

The effective income tax rate for the nine months ended March 31, 2024 was impacted by an increase in the federal and state valuation allowance, 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 nine months ended March 31, 2023 was impacted by ParmCrisps ® and Thinsters ® trademarks and ParmCrisps ® asset group impairment charges, 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 changes in 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 (Losses) on Net Investment Hedging Instruments, Net Total

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

9 unchanged sentences

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

Other comprehensive income (loss) before reclassifications 15,250 ( 3,190 ) ( 28 ) ( 108 ) 11,924

Amounts reclassified into (income) expense ( 1,320 ) 157 ( 360 ) ( 1,523 )

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

15,250 ( 4,510 ) 129 ( 468 ) 10,401

Balance at March 31, 2023 $ ( 160,450 ) $ 4,737 $ 947 $ 1,821 $ ( 152,945 )

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

9 unchanged sentences

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.

Other comprehensive (loss) income before reclassifications ( 11,004 ) 5,475 430 1,748 ( 3,351 )

Amounts reclassified into income — ( 1,771 ) ( 557 ) ( 368 ) ( 2,696 )

Net change in accumulated other comprehensive (loss) income for the three months ended March 31, 2024 (1)

( 11,004 ) 3,704 ( 127 ) 1,380 ( 6,047 )

Balance at March 31, 2024 $ ( 145,429 ) $ 9,439 $ 307 $ ( 389 ) $ ( 136,072 )

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 December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

5 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 six months ended December 31, 2023 is as follows:

A summary of the restricted st ock activity (including all RSAs, RSUs and PSUs) for the nine months ended March 31, 2024 is as follows:

Number of Shares

and Units Weighted

Average Grant

4 unchanged sentences

Forfeited ( 211 ) $ 21.75

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.

Non-vested RSAs, RSUs and PSUs outstanding at March 31, 2024 2,196 $ 15.56

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

Vested shares during the nine months ended March 31, 2024 include a total of 15 shares related to certain performance-based metrics being met and a total of 495 shares related to service-based RSUs.

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

At March 31, 2024, 573 of such shares were outstanding under the 2024 – 2026 LTIP, 264 of such shares were outstanding under the 2023 – 2025 LTIP while 48 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:

Six Months Ended December 31,

Nine Months Ended March 31,

Fair value of RSAs, RSUs and PSUs granted $ 19,965 $ 24,560

1 unchanged sentence

Tax benefit recognized from restricted shares vesting $ 650 $ 520

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.

At March 31, 2024, there was $ 23,327 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 2.1 years.

2024-2026 LTIP

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.

During the nine months ended March 31, 2024 , the Company granted market-based PSU awards under the LTIP with a total target payout of 596 shares of common stock.

At March 31, 2024, there were 573 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 26, 2023 through the earlier of (i) October 25, 2026;

18 unchanged sentences

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.

Severance, including payroll taxes and other costs, was recognized during the three and nine months ended December 31, 2022.

On November 22, 2022, 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 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 vest in 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

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”).

2 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 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.

At March 31, 2024 and June 30, 2023, the carrying amount of the Company’s investment in Founders Table was $ 6,027 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 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.

The carrying amount of the remaining investments were $ 4,429 and $ 4,766 as of March 31, 2024 and June 30, 2023, respectively, and is included in the Consolidated Balance Sheets as a component of Investments and joint ventures.

FAIR VALUE MEASUREMENTS

5 unchanged sentences

• 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 December 31, 2023:

The following table presents assets and liabilities measured at fair value on a recurring basis as of March 31, 2024:

Derivative financial instruments $ 15,040 $ — $ 15,040 $ —

3 unchanged sentences

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

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.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the nine months ended March 31, 2024 or 2023.

Derivative Instruments

6 unchanged sentences

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

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of

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

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

As a result, all of the derivatives held as of December 31, 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 March 31, 2024 and June 30, 2023 were classified as Level 2 of the fair value hierarchy.

Nonrecurring Fair Value Measurements

1 unchanged sentence

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.

Periodically, these assets are tested for impairment by comparing their respective carrying amounts 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 amount 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.

2 unchanged sentences

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 .

During the three and nine months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 18,586 , $ 10,797 , and $ 12,815 for ParmCrisps ® , Thinsters ® , and certain North America personal care intangible assets, respectively, as discussed in Note 8 , Goodwill and Other Intangible Assets .

As of March 31, 2024, such intangible assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair values of nil , $ 2,023 , and $ 13,000 , respectively.

During the three and nine months ended March 31, 2024, the Company recorded non-cash impairment charges of $ 5,875 for certain machinery and equipment within the ParmCrisps ® asset group, as discussed in Note 6, Property, Plant and Equipment, Net.

As of March 31, 2024, such assets were classified as Level 3 assets measured at fair value on a nonrecurring basis with estimated fair value of $ 1,243 .

During the nine months ended March 31, 2024, 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.

As of March 31, 2024, 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

14 unchanged sentences

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 and six months ended December 31, 2023, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

During the three and nine months ended March 31, 2024, 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 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:

During the remaining three months of fiscal 2024, the Company estimates that an additional $ 2,266 will be reclassified as a decrease to interest expense.

As of March 31, 2024, 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

7 unchanged sentences

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 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.

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

As of March 31, 2024, 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

1 unchanged sentence

Net Investment Hedges

The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its European foreign entities and their exposure to the Euro.

The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in the foreign exchange rate on its foreign investment in Europe.

The Company is exposed to fluctuations in foreign exchange rates on investments it holds in its Western European foreign entities and their exposure to the Euro.

The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in the foreign exchange rate on its foreign investment in Western Europe.

Currency forward agreements involve fixing the USD-EUR exchange rate for delivery of a specified amount of foreign currency on a specified date.

4 unchanged sentences

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

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:

As of March 31, 2024, 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

7 unchanged sentences

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 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:

During the remaining three months of fiscal 2024, the Company estimates that an additional $ 121 relating to cross currency swaps will be reclassified as a decrease to interest expense.

As of March 31, 2024, 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 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:

As of March 31, 2024 and June 30, 2023, the following amounts were recorded on the Consolidated Balance Sheets related to cumulative basis adjustment for fair value hedges:

Carrying Amount of the Hedged Asset

1 unchanged sentence

2024 June 30,

2023 December 31,

2023 March 31,

2024 June 30,

1 unchanged sentence

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 December 31, 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 March 31, 2024:

Asset Derivatives Liability Derivatives

16 unchanged sentences

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

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:

The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023:

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,

Three Months Ended March 31, Three Months Ended March 31,

2024 2023 2024 2023

3 unchanged sentences

Total $ 7,273 $ ( 4,285 ) $ 2,353 $ 1,746

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,

The following table presents the pretax effect of cash flow hedge accounting on AOCL and Consolidated Statements of Operations for the nine months ended March 31, 2024 and 2023:

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)

Nine Months Ended March 31,

2023 2022 2023 2022

3 unchanged sentences

Total $ 5,078 $ 10,375 $ 7,027 $ 4,651

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

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023

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

The effects of cash flow hedging:

4 unchanged sentences

Amount of loss reclassified from AOCL into income $ — $ — $ — $ ( 46 )

Foreign currency forward contracts

Amount of gain reclassified from AOCL into income $ 10 $ — $ — $ —

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

Nine Months Ended March 31, 2024

Nine Months Ended March 31, 2023

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

The effects of cash flow hedging:

4 unchanged sentences

Amount of loss reclassified from AOCL into income $ 10 $ — $ — $ ( 276 )

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,

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 March 31, 2024 and 2023:

Derivatives in Fair Value Hedging Relationships Amount of Gain (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 March 31, Three Months Ended March 31,

2024 2023 2024 2023

Cross-currency swaps $ 572 $ ( 38 ) Interest and other financing expense, net / Other expense (income), net $ 122 $ 121

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,

The following table presents the pretax effect of fair value hedge accounting on AOCL and Consolidated Statements of Operations as of the nine months ended March 31, 2024 and 2023:

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)

Nine Months Ended March 31,

2023 2022 2023 2022

Cross-currency swaps $ 163 $ 85 Interest and other financing expense, net / Other expense (income), net $ 369 $ 367

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

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

Three Months Ended March 31, 2024 Three Months Ended March 31, 2023

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

2 unchanged sentences

Cross-currency swaps

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

Amount of loss (gain) reclassified from AOCL into income $ 740 $ ( 210 )

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

Nine Months Ended March 31, 2024

Nine Months Ended March 31, 2023

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

2 unchanged sentences

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,

Amount of loss (gain) reclassified from AOCL into income $ 666 $ ( 506 )

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 March 31, 2024 and 2023:

Derivatives in Net Investment Hedging Relationships Amount of Gain (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 March 31, Three Months Ended March 31,

2024 2023 2024 2023

Cross-currency swaps $ 2,322 $ ( 144 ) Interest and other financing expense, net $ 489 $ 484

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

The following table presents the pretax effect of the Company’s net investment hedges on AOCL and the Consolidated Statements of Operations for the nine months ended March 31, 2024 and 2023:

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

Nine Months Ended

March 31, Nine Months Ended

2024 2023 2024 2023

3 unchanged sentences

TRANSFORMATION PROGRAM

During the first quarter of fiscal year 2024, we initiated a multi-year growth and transformation program (the “Hain Reimagined Program”).

The program is intended to optimize the Company’s portfolio, improve underlying profitability and increase its flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.

During the first quarter of fiscal year 2024, the Company initiated a multi-year growth, transformation and restructuring program (the “Hain Reimagined Program”).

The Hain Reimagined Program is intended to optimize the Company’s portfolio, improve underlying profitability and increase its flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.

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

1 unchanged sentence

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

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

For the three months ended March 31, 2024, expenses associated with the Company’s restructuring program in the amount of $ 1,353 , $ 7,175 , and $ 1,329 , respectively, were recorded in Intangibles and long-lived asset impairment, Productivity and transformation costs, and Cost of sales, respectively, on the Consolidated Statements of Operations.

For the nine months ended March 31, 2024, expenses associated with the Company’s restructuring program in the amount of $ 22,019 , $ 20,447 , and $ 7,762 , respectively, were recorded in Intangibles and long-lived asset impairment, 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 nine months ended March 31, 2024 by reportable segment and Corporate and Other.

Three Months Ended March 31, 2024 Nine Months Ended March 31, 2024

North America $ 2,007 $ 30,458

3 unchanged sentences

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 December 31, 2023:

The following table displays the activities and liability balances relating to the restructuring program for the period ended as of March 31, 2024:

Charges Amounts Paid Non-cash settlements/ Adjustments 2

Balance at December 31, 2023

Balance at March 31, 2024

Employee-related costs 1

8 unchanged sentences

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

3 Other transformation-related expenses primarily include consultancy charges.

3 Other transformation-related expenses primarily include consultancy charges related to reorganization of global functions and related personnel resource requirements, and rationalizing sourcing and supply chain processes.

COMMITMENTS AND CONTINGENCIES

17 unchanged sentences

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.

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

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.

On September 29, 2023, the District Court granted Defendants’ Motion to Dismiss the Second Amended Complaint.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 filed their opening brief on February 12, 2024.

Defendants have until May 13, 2024 to file their opposition brief.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

6 unchanged sentences

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.

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.

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.

14 unchanged sentences

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.

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

Baby Food Litigation, 21 Civ.

2 unchanged sentences

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.

On February 15, 2024, the Company served a renewed motion to dismiss the Consolidated Proceeding.

Plaintiffs served their opposition on March 14, 2024, and the Company served its reply on April 4, 2024.

The Company’s renewed motion to dismiss is now fully briefed and filed with the Court, and the Court has not scheduled oral argument on the motion to dismiss at this time.

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

2 unchanged sentences

House of Representatives Subcommittee on Economic and Consumer Policy on Oversight and Reform, dated February 4, 2021 (the “House Report”), addressing the presence of heavy metals in baby foods made by certain manufacturers, including the Company.

Since the publishing of the House Report, the Company has also received information requests with respect to the advertising and quality of its baby foods from certain governmental authorities, as such authorities investigate the claims made in the House Report.

The Company is fully cooperating with these requests and is providing documents and other requested information.

Since the publication of the House Report, the Company has also received information requests with respect to the advertising and quality of its baby foods from certain governmental authorities, as such authorities investigate the claims made in the House Report.

The Company is fully cooperating with these requests and has provided documents and other requested information.

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.

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

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

The Company and several other manufacturers moved for reconsideration of the Court’s order denying its motion to dismiss, and the Court denied that motion as well.

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 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.

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

Multidistrict Litigation

• On January 4, 2024, Plaintiffs in federal cases across the country filed a Motion to Transfer Actions Pursuant to 28 U.S.C.

§ 1407 for Coordinated or Consolidated Pretrial Proceedings.

On April 11, 2024, the United States Judicial Panel on Multidistrict Litigation granted Plaintiffs’ Motion and transferred the cases to the Northern District of California for coordinated or consolidated pretrial proceedings.

Baby Food Products Liability Litigation (MDL No.

3101) has been assigned to District Judge Jacqueline Scott Corley.

On April 15, 2024, Judge Corley issued Pretrial Order No.

1 staying all outstanding discovery proceedings and pending motions and vacating all previously scheduled hearing dates.

There are approximately 20 federal cases filed against the Company pending in the MDL.

An initial status conference will be held on May 16, 2024.

California State Court Cases

• There are currently seven cases against the Company pending in California state court, including six in Los Angeles Superior Court and one in Alameda Superior Court.

The Plaintiffs filed a Petition for Coordination to the Chair of the Judicial Council seeking to coordinate the Alameda Superior Court and Los Angeles Superior Court cases.

The Court will hold a hearing on May 9, 2024.

• In one of the Los Angeles cases, Landon R.

The Hain Celestial Group, Inc., et al., No.

23STCV24844, Plaintiff filed a motion for trial preference pursuant to California Code of Civil Procedure § 36(b).

Defendants opposed the Motion.

The court has requested additional briefing.

In the alternative, Plaintiff filed an Ex Parte Application to Specially Set a Trial Date Pursuant to California Rule of Court Rule 3.1335.

• In the matter Palmquist v.

7 unchanged sentences

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 no earlier than October 7, 2024.

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.

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.

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 was denied on October 5, 2023.

The parties have begun to engage in discovery.

• 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.

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

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.

14 unchanged sentences

Segment Adjusted EBITDA excludes:

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.

net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation and related costs, plant closure related costs, net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, net, costs associated with acquisitions, divestitures and other transactions, (gain) loss on sale of assets, inventory write-downs related to exited categories, 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.

3 unchanged sentences

Transactions between reportable segments were insignificant for all periods presented.

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

Three Months Ended March 31, Nine Months Ended

2024 2023 2024 2023

11 unchanged sentences

Interest expense, net ( 13,322 ) ( 12,924 ) ( 41,278 ) ( 30,582 )

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

(Provision) benefit for income taxes ( 5,100 ) 39,587 4,528 30,599

Stock-based compensation, net ( 3,017 ) ( 3,228 ) ( 10,135 ) ( 10,657 )

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

Unrealized currency losses ( 250 ) ( 202 ) ( 91 ) ( 651 )

Certain litigation expenses, net (a)

9 unchanged sentences

Impairment charges

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

Intangibles and long-lived asset impairment ( 49,426 ) ( 156,583 ) ( 70,786 ) ( 156,923 )

Inventory write-downs related to exited categories — — ( 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.

Net loss $ ( 48,194 ) $ ( 115,727 ) $ ( 72,105 ) $ ( 97,838 )

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

The Company’s net sales by product category are as follows:

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Snacks $ 111,157 $ 111,646 $ 342,118 $ 357,424

Baby/Kids 64,317 66,976 188,458 213,762

Beverages 68,384 64,089 197,116 185,085

Meal preparation 165,675 169,216 513,004 495,630

Personal care 28,825 43,316 76,791 96,901

$ 438,358 $ 455,243 $ 1,317,487 $ 1,348,802

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 December 31, Six Months Ended December 31,

Three Months Ended March 31, Nine Months Ended March 31,

2024 2023 2024 2023

1 unchanged sentence

United Kingdom 123,500 122,069 383,179 354,808

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

Western Europe 46,751 46,525 138,476 136,588

Canada 27,932 27,181 85,674 83,374

1 unchanged sentence

There has been no material change to Company’s total assets by segment from the amount disclosed in the Form 10-K for the fiscal year ended June 30, 2023.

SUBSEQUENT EVENT

On April 8, 2024, the Company completed the sale of its Thinsters ® cookie business for total cash consideration of $ 7,700 , subject to customary post-closing adjustments.

The divestiture is consistent with the Company’s strategy to further optimize its better-for-you portfolio;

the net proceeds from the sale were used to repay a portion of the Company’s Term Loans.

As of March 31, 2024, all assets and liabilities related to the Thinsters ® business were part of the North America reportable segment.

See Note 8, Goodwill and Other Intangible Assets .

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