What changed in this filing

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Item 1. Financial Statements

2024-11-07 compared with 2024-05-08 · 302 added, 574 removed, 449 unchanged (66% of the section changed)

3 unchanged sentences

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

MARCH 31, 2024 AND JUNE 30, 2023

September 30, 2024 AND JUNE 30, 2024

(In thousands, except par values)

March 31, June 30,

September 30,

Current assets:

1 unchanged sentence

Accounts receivable, less allowance for doubtful accounts of $ 1,511 and $ 1,517 , respectively

191,192 160,948

Inventories 281,399 310,341

Prepaid expenses and other current assets

1 unchanged sentence

Property, plant and equipment, net

Goodwill 936,135 938,640

Trademarks and other intangible assets, net

1 unchanged sentence

Operating lease right-of-use assets, net

Other assets 28,356 25,846

Total assets $ 2,149,234 $ 2,258,639

LIABILITIES AND STOCKHOLDERS’ EQUITY

19 unchanged sentences

Accumulated other comprehensive loss

1,673,187 1,745,007

Treasury stock, at cost, 22,057 and 22,021 shares, respectively

( 728,700 ) ( 727,100 )

Total stockholders’ equity

4 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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

FOR THE THREE MONTHS ENDED September 30, 2024 AND 2023

(In thousands, except per share amounts)

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

2024 2023 2024 2023

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

Three Months Ended September 30,

Cost of sales

Gross profit 96,671 97,479 282,829 295,671

Selling, general and administrative expenses

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

Productivity and transformation costs

7,175 3,933 20,447 5,692

Amortization of acquired intangible assets

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

Long-lived asset impairment

Operating income (loss)

Interest and other financing expense, net

3 unchanged sentences

Equity in net loss of equity-method investees

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 per common share:

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

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

See notes to consolidated financial statements.

1 unchanged sentence

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

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

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED )

FOR THE THREE MONTHS ENDED September 30, 2024 AND 2023

(In thousands)

Three Months Ended

March 31, 2024 March 31, 2023

amount Tax (expense) benefit After tax amount Pretax

amount Tax (expense) benefit After tax amount

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 gains (losses) on cash flow hedging instruments

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

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 (loss) income

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

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

Other comprehensive (loss) income:

September 30, 2024

September 30, 2023

Other comprehensive income (loss):

Foreign currency translation adjustments before reclassifications

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

( 1,949 ) 489 ( 1,460 ) 5,724 ( 1,506 ) 4,218

Change in deferred (losses) gains on fair value hedging instruments ( 503 ) 125 ( 378 ) 591 ( 145 ) 446

Change in deferred losses on net investment hedging instruments

( 820 ) 202 ( 618 ) ( 1,139 ) 238 ( 901 )

Total other comprehensive (loss) income

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

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

Change in deferred gains (losses) on fair value hedging instruments

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

Total other comprehensive income (loss)

Total comprehensive income (loss)

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024

FOR THE THREE MONTHS ENDED September 30, 2024

(In thousands, except par values)

Common Stock Additional Accumulated

Amount Paid-in Retained Treasury Stock Comprehensive

Shares at $ .01

Capital Earnings Shares Amount Loss Total

Treasury Stock

Comprehensive

Balance at June 30, 2024

Net loss ( 10,376 ) ( 10,376 )

Other comprehensive loss ( 29,407 ) ( 29,407 )

Issuance of common stock pursuant to stock-based compensation plans

Employee shares withheld for taxes

86 ( 875 ) ( 875 )

Stock-based compensation expense 3,742 3,742

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

1 unchanged sentence

Employee shares withheld for taxes

56 ( 614 ) ( 614 )

Stock-based compensation expense

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

Balance at September 30, 2024

See notes to consolidated financial statements.

2 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023

(In thousands, except par values)

Common Stock Additional Accumulated

Amount Paid-in Retained Treasury Stock Comprehensive

Shares at $ .01

Capital Earnings Shares Amount Loss Total

Treasury Stock

Comprehensive

Balance at June 30, 2023

Net income 6,923 6,923

Other comprehensive loss

1 unchanged sentence

Employee shares withheld for taxes

10 ( 229 ) ( 229 )

Stock-based compensation expense

Balance at September 30, 2023

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

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 NINE MONTHS ENDED MARCH 31, 2024 AND 2023

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(In thousands)

Nine Months Ended March 31,

Three Months Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

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

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

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

Depreciation and amortization

2 unchanged sentences

Stock-based compensation, net

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

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

Long-lived asset impairment

Loss on sale of assets

Other non-cash items, net

1 unchanged sentence

Accounts receivable

Inventories 27,432 ( 8,534 )

Other current assets

1 unchanged sentence

Accounts payable and accrued expenses

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

Net cash (used in) provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment

Investments and joint ventures, net — 433

Proceeds from sale of assets

Net cash used in investing activities

( 23,249 ) ( 13,243 )

Net cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

4 unchanged sentences

Employee shares withheld for taxes

( 1,600 ) ( 1,051 )

Net cash used in financing activities

( 56,100 ) ( 34,792 )

Effect of exchange rate changes on cash

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

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

5 unchanged sentences

(Amounts in thousands, except par values and per share data)

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

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

The Company continues to be a leading marketer, manufacturer, and seller of organic and natural, “better-for-you” products by anticipating and exceeding consumer expectations in providing quality, innovation, value and convenience.

The Company is committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes.

Hain Celestial sells its products through specialty and natural food distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug, and convenience stores worldwide.

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

Hain Celestial is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands.

For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow.

Headquartered in Hoboken, N.J., Hain Celestial’s products across snacks, baby & kids, beverages, meal preparation, and personal care are marketed and sold in over 70 countries around the world.

The Company operates under two reportable segments:

North America and International.

The Company’s leading brands include Garden Veggie Snacks, Terra ® chips, Garden of Eatin’ ® snacks, Hartley’s ® Jelly, Earth’s Best ® and Ella’s Kitchen ® baby and kids foods, Celestial Seasonings ® teas, Joya ® and Natumi ® plant-based beverages, Greek Gods ® yogurt, Cully & Sully ® , Yorkshire Provender ® , New Covent Garden ® and Imagine ® soups, Yves ® and Linda McCartney’s ® (under license) meat-free, and Avalon Organics ® personal care, among others.

BASIS OF PRESENTATION

2 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 accounting.

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

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

Operating results for the three months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2025.

Please refer to the Notes to the Consolidated Financial Statements as of June 30, 2024 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.

All dollar 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.

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 $ 223,600 and $ 290,856 during the nine months ended March 31, 2024 and 2023 , respectively.

The principal amount of receivables sold under these arrangements was $ 56,959 and $ 86,506 during the three months ended September 30, 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.

The proceeds from the sale of receivables are included in cash provided by operating activities on the Consolidated Statements of Cash Flows.

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 (“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 consolidated financial statements and related disclosures.

The proceeds from the sale of receivables are included in cash (used in) provided by operating activities on the consolidated statements of cash flows.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”.

The amendments address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the income statement.

The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

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

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.

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

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).

10 unchanged sentences

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

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

Three Months Ended September 30,

Basic and diluted weighted average shares outstanding

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

Basic and diluted net loss per common share

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 ®

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 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 .

Due to the Company’s net loss in each of the three months ended September 30, 2024 and September 30, 2023, all common stock equivalents such as stock options, unvested restricted share units and performance share units have been excluded from the computation of diluted net loss per share.

The effect of the stock options and unvested restricted share units would have been anti-dilutive to the computations.

The performance share units were contingently issuable based on market conditions and such conditions had not been achieved during the respective periods.

On August 30, 2024, the Company completed the sale of its ParmCrisps ® business for total cash consideration of $ 12,000 , subject to customary post-closing adjustments.

The divestiture is consistent with the Company’s portfolio simplification process.

ParmCrisps ® was part of the Company’s North America reportable segment.

During the three months ended September 30, 2024, the Company deconsolidated the net assets of ParmCrisps ® , primarily consisting of $ 7,280 , $ 6,725 , and $ 1,282 of goodwill, inventory, and machinery and equipment, respectively, and recognized a pretax loss on sale of $ 3,863 recorded in other expense (income), net.

Inventories consisted of the following:

September 30, 2024

June 30, 2024

1 unchanged sentence

Raw materials, work-in-progress, and packaging

$ 281,399 $ 310,341

PROPERTY, PLANT AND EQUIPMENT, NET

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

September 30, 2024

June 30, 2024

Land $ 11,395 $ 11,453

Buildings and improvements

4 unchanged sentences

Construction in progress

518,025 537,843

Accumulated depreciation

$ 264,470 $ 296,325

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.

Depreciation expense for the three months ended September 30, 2024 and 2023 was $ 7,910 and $ 9,826 , respectively.

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.

Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

The Company’s lease agreements generally do not contain residual value guarantees or material restrictive covenants.

Some of the Company’s leases contain variable lease payments, which are expensed as incurred unless those payments are based on an index or rate.

Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement and included in the measurement of the lease liability;

thereafter, changes to lease payments due to rate or index changes are recorded as variable lease expense in the period incurred.

At September 30, 2024 and June 30, 2024, right of use assets related to finance leases are included in property, plant and equipment, net on the consolidated balance sheets.

Lease liabilities for finance leases are included in the current and non-current portions of long-term debt on the consolidated balance sheets.

Current portion of the operating lease liabilities are included in accrued expenses and other current liabilities on the consolidated balance sheets.

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

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

The components of lease expenses for the three months ended September 30, 2024 and 2023 were as follows:

Three Months Ended

September 30, 2024

September 30, 2023

Operating lease expenses

3 unchanged sentences

Total lease expenses

Supplemental balance sheet information related to leases was as follows:

Leases Classification March 31, 2024 June 30, 2023

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

Finance lease ROU assets, net Property, plant and equipment, net 227 289

Total leased assets $ 87,826 $ 96,183

Operating Accrued expenses and other current liabilities $ 10,027 $ 10,489

Finance Current portion of long-term debt 85 83

Operating Operating lease liabilities, noncurrent portion 82,435 90,014

Finance Long-term debt, less current portion 158 222

Total lease liabilities $ 92,705 $ 100,808

Additional information related to leases is as follows:

Nine Months Ended

March 31, 2024 March 31, 2023

Supplemental cash flow information

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases $ 12,632 $ 12,299

Operating cash flows from finance leases $ 9 $ 12

Financing cash flows from finance leases $ 60 $ 137

ROU assets obtained in exchange for lease obligations:

Operating leases (1)(2)

$ 2,488 $ ( 2,740 )

Finance leases $ 35 $ 60

Weighted average remaining lease term:

Operating leases 9.1 years 10.5 years

Finance leases 3.2 years 4.1 years

Weighted average discount rate:

Operating leases 4.9 % 4.7 %

Finance leases 4.5 % 4.5 %

(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

2024 (remainder of year) $ 3,051 $ 24 $ 3,075

2025 14,436 93 14,529

2026 13,800 68 13,868

2027 13,469 53 13,522

2028 13,228 25 13,253

Thereafter 57,785 — 57,785

Total lease payments 115,769 263 116,032

Imputed interest 23,307 20 23,327

Total lease liabilities $ 92,462 $ 243 $ 92,705

GOODWILL AND OTHER INTANGIBLE ASSETS

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

North America International Total

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

International

Balance as of June 30, 2024 (1)

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

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.

Divestiture (2)

Balance as of September 30, 2024

(1) The total carrying value of goodwill is reflected net of $ 134,277 of accumulated impairment charges, of which $ 7,700 is related to the North America reportable segment and $ 126,577 is related to the International reportable segment.

(2) During the three months ended September 30, 2024, the Company completed the divestiture of ParmCrisps ® , a component of the North America reportable segment.

Goodwill of $ 7,280 was assigned to the divested component on a relative fair value basis.

As of September 30, 2024, the Company performed an assessment of factors to determine whether it was more likely than not that the fair value of its reporting units was less than its carrying amount, including goodwill.

The Company concluded that were no events or circumstances that warranted an interim quantitative impairment test for goodwill during the three months ended September 30, 2024.

As of September 30, 2024, goodwill associated with the U.S.

reporting unit had a carrying value of $ 633,774 .

reporting unit is at risk of potential impairment if, among other things, the fair value of this reporting unit, and its associated assets, decreases 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

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

September 30, 2024

June 30, 2024

1 unchanged sentence

Trademarks and tradenames (1)

$ 224,788 $ 250,860

Amortized intangible assets:

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Net other intangible assets

(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.

(1) The gross carrying value of trademarks and tradenames is reflected net of $ 251,551 of accumulated impairment charges as of September 30, 2024 and June 30, 2024.

There were no events or circumstances that warranted an interim impairment test for indefinite-lived intangible assets during the three months ended September 30, 2024 or 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 March 31, Nine Months Ended March 31,

2024 2023 2024 2023

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

The weighted average remaining amortization period of amortized intangible assets is 8.7 years.

Amortization expense included in the consolidated statements of operations is as follows:

Three Months Ended September 30,

Amortization of acquired intangibles

DEBT AND BORROWINGS

Debt and borrowings consisted of the following:

September 30, 2024

June 30, 2024

Revolving credit facility

Term loans 283,125 288,750

Unamortized issuance costs

Other borrowings (1)

777,517 828,748

Short-term borrowings and current portion of long-term debt (2)

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(1) Includes $ 201 (June 30, 2024:

$ 305 ) of finance lease obligations as discussed in Note 7, Leases.

$ 222 ) of finance lease obligations.

(2) Includes $ 83 (June 30, 2024:

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

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”).

$ 85 ) of short-term finance lease obligations.

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, the “Credit Agreement”).

The Credit Agreement provides for senior secured financing of $ 1,100 million in the aggregate, consisting of (1) $ 300 million in aggregate principal amount of term loans (the “Term Loans”) and (2) an $ 800 million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a $ 440 million U.S.

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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.

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

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

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

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

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

During the Second Amendment Period, loans under the Credit Agreement 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 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 is determined in accordance with a leverage-based pricing grid, as set forth in the Credit Agreement as amended by the Second Amendment.

Excluding the impac t of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2024 was 7.76 %.

During fiscal 2022, the Company used interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt.

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 %.

As of September 30, 2024, the notional amount of the interest rate swaps was $ 400 million with fixed rate payments of 5.60 %.

Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at September 30, 2024 was 6.56 %.

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 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.

As of September 30, 2024, there were $ 473,000 of loans under the Revolver, $ 268,675 of Term Loans, and $ 3,247 of letters of credit outstanding under the Credit Agreement.

As of September 30, 2024, $ 323,753 was available under the Credit Agreement, subject to compliance with the financial covenants.

As of September 30, 2024, the Company was in compliance with all associated covenants.

Credit Agreement Issuance Costs

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

Of the total deferred costs, $ 1,396 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on 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 during the first quarter of fiscal year 2024, the Company incurred debt issuance costs of approximately $ 3,854 , of which $ 3,813 was deferred.

In connection with the First and Second Amendments to its Credit Agreement during the second quarter of fiscal year 2023 and first quarter of fiscal year 2024, respectively, the Company incurred debt issuance costs of approximately $ 5,841 , of which $ 5,729 was deferred.

Of the total deferred costs, $ 4,198 were associated with the Revolver and are being amortized on a straight-line basis within Other assets on the consolidated balance sheets, and $ 1,531 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 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.

Interest paid during the three months ended September 30, 2024 and September 30, 2023 was $ 12,455 and $ 11,432 , 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.

However, to the extent that application of the estimated annual effective tax rate is not representative of the quarterly portion of actual tax expense expected to be recorded for the year in a jurisdiction, the Company determines the provision for income taxes based on actual year-to-date income (loss), which has been the case for certain jurisdictions for the quarter ended September 30, 2024.

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 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.

The effective income tax rate was an expense of 22.0 % and a benefit of 35.3 % for the three months ended September 30, 2024 and 2023, respectively.

The income tax expense for the three months ended September 30, 2024 reflected foreign tax expense in certain jurisdictions and an increase in the valuation allowance for both federal and state income taxes.

ACCUMULATED OTHER COMPREHENSIVE LOSS

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 (Losses) on Fair Value Hedging Instruments, Net Deferred Gains (Losses) on Net Investment Hedging Instruments, Net Total

Gains (Losses) on

Balance at June 30, 2023

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Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2023 (1)

( 67,149 ) 10,593 ( 203 ) 4,297 ( 52,462 )

Balance at September 30, 2023

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 )

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, 2024

Other comprehensive (loss) income before reclassifications ( 32,933 ) 4,159 430 1,741 ( 26,603 )

Amounts reclassified into income — ( 1,715 ) ( 717 ) ( 372 ) ( 2,804 )

Net change in accumulated other comprehensive (loss) income for the three months ended September 30, 2023 (1)

( 32,933 ) 2,444 ( 287 ) 1,369 ( 29,407 )

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

Other comprehensive income (loss) before reclassifications

Amounts reclassified into (income) expense

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 )

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 )

(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 nine months ended March 31, 2024 and 2023.

Net change in accumulated other comprehensive income (loss) for the three months ended September 30, 2024 (1)

Balance at September 30, 2024

(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, 2024 and 2023.

STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS

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

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

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

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

The Company also historically granted shares under its 2019 Equity Inducement Award Program (the “2019 Inducement Program”) to induce selected individuals to become employees of the Company.

The 2002 Plan, the 2022 Plan and the 2019 Inducement Program are collectively referred to as the “Stock Award Plans.” In conjunction with the Stock Award Plans, the Company maintains a long-term incentive program (the “LTI Program” or “LTIP”) that provides for equity awards, including performance and market-based equity awards that can be earned over defined performance periods.

The Company’s LTIP plans, with the exception of the 2023 - 2025 LTIP described below, are described in Note 13, Stock-Based Compensation and Incentive Performance Plans , in the Notes to the Consolidated Financial Statements in the Form 10-K.

The Company maintains a shareholder-approved plan, The Hain Celestial Group, Inc.

2022 Long Term Incentive and Stock Award Plan (as amended, the “2022 Plan”), which was approved at the Company’s 2022 Annual Meeting of Shareholders held on November 17, 2022, and further amended at the Company’s 2024 Annual Meeting of Shareholders held on October 31, 2024.

The 2022 Plan is administered by the Compensation and Talent Management Committee of the Company’s Board of Directors.

The Company also historically granted shares under its Amended and Restated 2002 Long-Term Incentive and Stock Award Plan (the “2002 Plan”) and its 2019 Equity Inducement Award Program (the “2019 Inducement Program”).

The 2022 Plan, the 2002 Plan and the 2019 Inducement Program are collectively referred to as the “Stock Award Plans”.

The Company’s long term incentive program (“LTIP”) is described in Note 13, Stock-Based Compensation and Incentive Performance Plans , in the Notes to the Consolidated Financial Statements in the Form 10-K.

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 March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Selling, general and administrative expenses

$ 3,017 $ 3,228 $ 10,135 $ 10,657

Three Months Ended September 30,

Selling, general and administrative expense

Related income tax benefit

Restricted Stock

Awards of restricted stock are either restricted stock awards (“RSAs”) or restricted stock units (“RSUs”) that are issued at no cost to the recipient.

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 nine months ended March 31, 2024 is as follows:

Stock-Based Award Activity

Stock-based awards are generally issued in the form of restricted share units (“RSU”), which are service-based awards, and performance share units (“PSU”) that are subject to the achievement of minimum market conditions.

RSU awards to employees generally provide for vesting in equal annual installments over a period of three years, with different vesting periods in certain cases.

RSU awards to non-employee directors generally provide for a vesting period of one year.

For PSU awards, the following share figures are stated at target levels, and the awards outstanding as of September 30, 2024 generally provide for vesting at 0 % to 200 % of the target level.

Awards of PSUs and RSUs are issued at no cost to the recipient.

A summary of all stock-based award activity for the three months ended September 30, 2024 is as follows:

Number of Shares

and Units Weighted

Average Grant

Value (per share)

Non-vested RSAs, RSUs and PSUs outstanding at June 30, 2023 1,288 $ 26.37

Granted 1,630 $ 12.25

Vested ( 511 ) $ 27.89

Forfeited ( 211 ) $ 21.75

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:

Nine Months Ended March 31,

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

Non-vested RSUs and PSUs outstanding at June 30, 2024

Non-vested RSUs and PSUs outstanding at September 30, 2024

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

Three Months Ended September 30,

Fair value of RSUs granted

Fair value of shares vested

Tax benefit recognized from restricted shares vesting

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 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;

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

or (iii) the effective date of a Change in Control (as defined) (the “ 2024 TSR Performance Period”) .

Vesting of 382 target shares of the outstanding PSU awards is pursuant to a defined calculation of relative TSR over the 2024 TSR Performance Period (the “2024 Relative TSR PSUs”).

Vesting of 191 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established three-year compound annual TSR targets over the 2024 TSR Performance Period (the “2024 Absolute TSR PSUs”).

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:

Absolute TSR PSUs Relative TSR PSUs

Grant date fair value (per target share) $ 12.23 $ 15.42

Risk-free interest rate 4.98 % 4.98 %

Expected dividend yield — —

Expected volatility 33.70 % 23.10 %

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 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”).

Founders Table owns and operates the fast-casual restaurant chains Chop’t Creative Salad Co.

and Dos Toros Taqueria.

The investment is being accounted for as an equity method investment due to the Company’s representation on the Board of Directors of Founders Table.

At 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 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

At September 30, 2024, there was $ 15,518 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 1.8 years.

FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE

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

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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 March 31, 2024:

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 2024:

Derivative financial instruments

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Derivative financial instruments

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.

There were no transfers of financial instruments between the three levels of fair value hierarchy during the three months ended September 30, 2024 or 2023.

Derivative Instruments

The Company uses interest rate swaps to manage its interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage its exposure to fluctuations in foreign currency exchange rates.

The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts).

The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

The Company incorporates credit valuation adjustments to appropriately reflect both the Company’s nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements.

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

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

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

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

The Company uses interest rate swaps to manage interest rate risk and cross-currency swaps and foreign currency exchange contracts to manage exposure to currency fluctuations.

These instruments are valued using techniques like discounted cash flow analysis, which considers the contractual terms and market-based inputs such as interest rate curves and implied volatilities.

The fair values of interest rate swaps are determined by netting the discounted future fixed and variable cash flows.

The variable cash flows are based on expected future interest rates.

Credit valuation adjustments are made to reflect the nonperformance risk of both the Company and its counterparties.

Most inputs used to value derivatives fall within Level 2 of the fair value hierarchy, but credit valuation adjustments use Level 3 inputs, such as current credit spreads.

The impact of these adjustments was not significant to the overall valuation, so all derivatives as of September 30, 2024 and June 30, 2024 were classified as Level 2.

Nonrecurring Fair Value Measurements

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

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

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

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

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

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

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 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.

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

These assets are initially measured at fair value at the time of acquisition or purchase, with adjustments only for foreign currency translation.

Periodically, these assets are tested for impairment by comparing their carrying values to their estimated fair values.

If an asset is impaired, the Company recognizes an impairment expense equal to the excess of the carrying value over the estimated fair value.

For indefinite-lived intangible assets, the fair value is determined using the relief from royalty approach, considering factors like future growth, royalty rates, discount rates, and other variables.

Fair value measurements for reporting units are estimated using discounted cash flow models, which involve significant management judgment and Level 3 inputs, such as economic conditions and customer demand.

These measurements are performed at least annually for impairment testing.

The Company bases its fair value estimates on reasonable assumptions but acknowledges their unpredictability and inherent uncertainty.

DERIVATIVES AND HEDGING ACTIVITIES

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These fluctuations may impact the value of the Company’s cash receipts and payments in terms of the Company’s functional currency.

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

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.

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

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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 and nine months ended March 31, 2024, such derivatives were used to hedge the variable cash flows associated with existing variable rate debt.

During the three months ended September 30, 2024 and 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 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

During the next 12 months, the Company estimates that an additional $ 3,010 will be reclassified as a decrease to interest expense.

As of September 30, 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

Interest rate swap

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The Company is exposed to fluctuations in various foreign currencies against its functional currency, the U.S.

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 instr ument.

The Company, at times, also uses forward contracts to manage its exposure to fluctuations in the GBP-EUR exchange rates.

The Company, at times, uses forward contracts to manage its exposure to fluctuations in the GBP-EUR exchange rates.

The Company designates these derivatives as cash flow hedges of foreign exchange risks.

For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is recorded in 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 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

Foreign currency forward contract 1 £ 444 € 520

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 subsequen tly reclassified in the same period during which the hedged transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction.

During the next 12 months, the Company estimates that no amount relat ing to the foreign currency forward contracts will be reclassified to interest expense.

As of September 30 , 2024, the Company had no outstan ding foreign currency derivatives that were used to hedge its foreign exchange risks.

Net Investment Hedges

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

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 Western Europe.

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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 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

As of September 30, 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

Cross-currency swap

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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 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

During the next 12 months, the Company estimates that a n additional $ 476 relating to cross currency swaps will be reclassified as a decrease to interest expense.

As of September 30, 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

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:

As of September 30, 2024 and June 30, 2024, 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

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

September 30, 2024

June 30, 2024

2023 March 31,

September 30, 2024

June 30, 2024

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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 March 31, 2024:

Asset Derivatives Liability Derivatives

Balance Sheet Location Fair Value Balance Sheet Location Fair Value

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, 2024:

Asset Derivatives

Liability Derivatives

Balance Sheet

Derivatives designated as hedging instruments:

Interest rate swaps Prepaid expenses and other current assets $ 7,470 Accrued expenses and other current liabilities $ —

Interest rate swaps Other noncurrent assets 5,194 Other noncurrent liabilities —

Cross-currency swaps Prepaid expenses and other current assets 2,376 Accrued expenses and other current liabilities —

Cross-currency swaps Other noncurrent assets — Other noncurrent liabilities 4,196

Foreign currency forward contracts Prepaid expenses and other current assets — Other noncurrent liabilities 1

Interest rate swaps

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

Interest rate swaps

Other noncurrent assets

Other noncurrent liabilities

Cross-currency swaps

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

Cross-currency swaps

Other noncurrent assets

Other noncurrent liabilities

Total derivatives designated as hedging instruments

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheet as of June 30, 2024:

Asset Derivatives Liability Derivatives

Balance Sheet Location Fair Value Balance Sheet Location Fair Value

Asset Derivatives

Liability Derivatives

Balance Sheet

Derivatives designated as hedging instruments:

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

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

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

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

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

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 March 31, Three Months Ended March 31,

2024 2023 2024 2023

Interest rate swaps $ 7,274 $ ( 4,285 ) Interest and other financing expense, net $ 2,363 $ 1,792

Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — ( 46 )

Foreign currency forward contracts ( 1 ) — Cost of sales ( 10 ) —

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 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

Interest rate swaps $ 5,028 $ 10,295 Interest and other financing expense, net $ 7,037 $ 4,927

Cross-currency swaps — — Interest and other financing expense, net / Other expense (income), net — ( 276 )

Foreign currency forward contracts 50 80 Cost of sales ( 10 ) —

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 March 31, 2024 and 2023:

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

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:

Gain (loss) on cash flow hedging relationships

Interest rate swaps

Amount of gain reclassified from AOCL into income $ — $ 2,343 $ — $ 1,792

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

Interest rate swaps

Other noncurrent assets

Other noncurrent liabilities

Cross-currency swaps

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

Foreign currency forward contracts

Prepaid expenses and other current assets

Accrued expenses and other current liabilities

Cross-currency swaps

Other noncurrent assets

Other noncurrent liabilities

Total derivatives designated as hedging instruments

The following table presents the pre-tax effect of cash flow hedge accounting on AOCL for the three months ended September 30, 2024 and 2023:

Derivatives in Cash Flow

Hedging Relationships

Amount of (Loss) Gain Recognized in AOCL on Derivatives

Location of Gain Reclassified from AOCL into Income

Amount of Gain Reclassified from AOCL into Income

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

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

Three Months Ended

September 30,

Three Months Ended

September 30,

Interest rate swaps

Interest and other financing expense, net

Foreign currency forward contracts

Cost of sales

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, 2024 and 2023:

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

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

Interest and other financing expense, net

The effects of cash flow hedging:

Gain (loss) on cash flow hedging relationships

Gain on cash flow hedging relationships

Interest rate swaps

Amount of gain reclassified from AOCL into income

The following table presents the pre-tax effect of fair value hedge accounting on AOCL for the three months ended September 30, 2024 and 2023:

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)

Three Months Ended

September 30,

Three Months Ended

September 30,

Cross-currency swaps

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 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 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 March 31, 2024 and 2023:

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

Interest and other financing expense, net

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, 2024 and 2023:

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

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

Interest and other financing expense, net

The effects of fair value hedging:

Loss on fair value hedging relationships

Gain on fair value hedging relationships

Cross-currency swaps

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

The effects of fair value hedging:

Loss on fair value hedging relationships

Amount of (loss) gain reclassified from AOCL into (expense) income

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, 2024 and 2023:

Derivatives in Net Investment Hedging Relationships

Amount of (Loss) Gain Recognized in AOCL on Derivatives

Location of Gain Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Amount of Gain Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing)

Three Months Ended

September 30,

Three Months Ended

September 30,

Cross-currency swaps

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 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

Cross-currency swaps $ 659 $ 335 Interest and other financing expense, net $ 1,479 $ 1,474

Credit-Risk-Related Contingent Features

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

TRANSFORMATION PROGRAM

Interest and other financing expense, net

TRANSFORMATION PROGRAM - HAIN REIMAGINED

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

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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 is primarily comprised of:

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

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

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

For the three months ended September 30, 2024, expenses associated with the Hain Reimagined Program in the amount of $ 5,018 , $ 376 , and $ 31 , respectively, were recorded in productivity and transformation costs, cost of sales, and intangibles and long-lived asset impairment, respectively, on the consolidated statements of operations .

For the three months ended September 30, 2023, expenses associated with the Hain Reimagined Program in the amount of $ 6,403 and $ 3,320 , respectively, were recorded in productivity and transformation costs and cost of sales, respectively, on the consolidated statements of operations .

The table below sets forth expenses associated with the Hain Reimagined Program for the period ended September 30, 2024 and September 30, 2023 by reportable segments and Corporate and Other.

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

North America

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International

$ 9,857 $ 50,228

The following table displays the activities and liability balances relating to the Hain Reimagined Program for the period ended as of September 30, 2024.

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 March 31, 2024:

Charges Amounts Paid Non-cash settlements/ Adjustments 2

Balance at March 31, 2024

Non-cash settlements/

September 30,

Employee-related costs

$ 5,653 $ ( 2,737 ) $ — $ 2,916

Contract termination costs

Asset write-downs 1

24,159 — ( 24,159 ) —

Other transformation-related expenses 2

15,287 ( 13,316 ) — 1,971

$ 50,228 $ ( 20,730 ) $ ( 24,513 ) $ 4,985

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

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

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

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.

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 Securities and Exchange Commission (“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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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.

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.

Defendants opposed, and the appeal was fully briefed as of June 3, 2024.

The Court has scheduled oral argument on Plaintiffs’ appeal for December 5, 2024.

Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court

9 unchanged sentences

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.

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.

4 unchanged sentences

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

The 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.

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

Baby Food Litigation

11 unchanged sentences

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.

The Court heard oral argument on the motion to dismiss on August 1, 2024, and took the motion under submission.

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

7 unchanged sentences

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 filed its answer to the New

Mexico Attorney General’s amended complaint on April 23, 2022, and discovery is set to commence.

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.

9 unchanged sentences

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.

There are approximately 24 federal cases filed against the Company pending in the multi-district litigation (“MDL”).

Plaintiffs filed their Master Complaint on July 15, 2024.

The MDL will first proceed with general causation discovery.

California State Court Cases

1 unchanged sentence

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.

The Judicial Council granted the JCCP petition and on June 4, 2024, Judge Lawrence P.

Riff (Los Angeles Superior Court) was assigned as trial coordination judge.

All but one of the cases have been stayed.

• 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.

23STCV24844, fact discovery has closed, and expert discovery is ongoing.

The Court vacated the original January 2025 trial date, and a new trial date has not been set.

• In the matter Palmquist v.

4 unchanged sentences

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

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

Plaintiffs appealed, and on May 28, 2024, the Fifth Circuit reversed the district court’s order denying Plaintiff’s motion to remand the case and vacated the final judgement of the district court.

the Company filed a petition for en banc reconsideration, which the Fifth Circuit denied.

The case has been remanded to Texas state court.

The Company expects to petition the Supreme Court of the United States for a writ of certiorari.

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.

15 unchanged sentences

The Company uses segment net sales and segment Adjusted EBITDA in order to analyze segment results and trends.

Segment Adjusted EBITDA excludes:

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.

Segment Adjusted EBITDA excludes 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, costs associated with acquisitions, divestitures and other transactions, loss on sale of assets, 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 March 31, Nine Months Ended

2024 2023 2024 2023

Three Months Ended September 30,

North America

International

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

Adjusted EBITDA:

3 unchanged sentences

Corporate and Other

43,762 37,260 114,978 123,106

Depreciation and amortization

5 unchanged sentences

Certain litigation expenses, net (a)

( 458 ) 1,582 ( 4,073 ) ( 3,363 )

Restructuring activities

1 unchanged sentence

Plant closure related costs, net

Warehouse/manufacturing consolidation and other costs, net ( 184 ) ( 2,871 ) ( 995 ) ( 899 )

CEO succession — — — ( 5,113 )

Acquisitions, divestitures and other

Loss on sale of assets

Transaction and integration costs, net

Gain (loss) on sale of assets — 134 ( 62 ) 3,529

Impairment charges

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

Long-lived asset impairment

(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

Three Months Ended September 30,

Meal preparation

Personal care

$ 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 March 31, Nine Months Ended March 31,

2024 2023 2024 2023

Three Months Ended September 30,

United States

1 unchanged sentence

Western Europe

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

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

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 .

There has b een no materia l change to Company’s total assets by segment from the amount disclosed in the Form 10-K for the fiscal year ended June 30, 2024.

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