Part I - Financial Information [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Presents the unaudited consolidated financial statements of The Hain Celestial Group, Inc. as of December 31, 2023, covering key financial positions and performance [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Total assets slightly decreased to **$2.23 billion**, with stockholders' equity declining to **$995.8 million** as of December 31, 2023 Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2023 | Jun 30, 2023 | | :--- | :--- | :--- | | **Total Current Assets** | $599,440 | $591,031 | | **Total Assets** | **$2,233,634** | **$2,258,639** | | **Total Current Liabilities** | $267,480 | $230,867 | | **Total Liabilities** | **$1,237,813** | **$1,240,732** | | **Total Stockholders' Equity** | **$995,821** | **$1,017,907** | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) The company reported a net loss of **$13.5 million** for Q2 FY2024, a significant shift from prior-year net income, primarily due to impairment and higher costs Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | Q2 2024 (3 mo ended Dec 31, 2023) | Q2 2023 (3 mo ended Dec 31, 2022) | YTD 2024 (6 mo ended Dec 31, 2023) | YTD 2023 (6 mo ended Dec 31, 2022) | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $454,100 | $454,208 | $879,129 | $893,559 | | **Gross Profit** | $102,215 | $103,857 | $186,158 | $198,192 | | **Operating (Loss) Income** | $(781) | $27,389 | $(3,059) | $43,212 | | **Net (Loss) Income** | **$(13,535)** | **$10,966** | **$(23,911)** | **$17,889** | | **Diluted EPS** | **$(0.15)** | **$0.12** | **$(0.27)** | **$0.20** | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by **operating activities** significantly improved to **$34.7 million** for the six months ended December 31, 2023, ending with **$53.7 million** in cash Cash Flow Summary (in thousands) | Activity | Six Months Ended Dec 31, 2023 | Six Months Ended Dec 31, 2022 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $34,685 | $(2,652) | | **Net cash used in investing activities** | $(11,403) | $(6,014) | | **Net cash used in financing activities** | $(24,093) | $(10,892) | | **Net increase (decrease) in cash** | $308 | $(22,075) | | **Cash and cash equivalents at end of period** | $53,672 | $43,437 | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Detailed notes cover accounting policies, a **$20.7 million** asset impairment, **$40.4 million** in 'Hain Reimagined' program costs, debt updates, and ongoing legal proceedings - The company operates under two reportable segments: **North America** and **International**[25](index=25&type=chunk) - A non-cash **impairment charge** of **$20.7 million** was recognized in Q2 2024 related to certain production assets in the **North America** segment due to declining performance and cash flow projections[41](index=41&type=chunk) - The '**Hain Reimagined Program**', a multi-year **transformation initiative**, was launched in Q1 2024. For the six months ended Dec 31, 2023, the company incurred approximately **$40.4 million** in related expenses[100](index=100&type=chunk)[103](index=103&type=chunk) - The company is involved in multiple legal proceedings, including **consumer class actions** regarding **heavy metals in its Earth's Best baby food**, **securities class actions**, and is cooperating with a new **SEC investigation** that began in November 2023[107](index=107&type=chunk)[114](index=114&type=chunk)[120](index=120&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses flat Q2 net sales, a net loss impacted by impairment and restructuring, and improved operating cash flow for the six months ended December 31, 2023 [Hain Reimagined Program](index=41&type=section&id=Hain%20Reimagined%20Program) A multi-year transformation strategy launched in Q1 FY2024, targeting **$130-$150 million** in annualized pretax savings by fiscal 2027 - The program's four strategic pillars are: **Focus, Grow, Build, and Fuel**[133](index=133&type=chunk) Hain Reimagined Program Financial Targets | Metric | Expected Amount | | :--- | :--- | | Cumulative Pretax Charges | $115M - $125M | | Annualized Pretax Savings | $130M - $150M | - In the first six months of fiscal 2024, the company has already incurred approximately **$40 million** in expenses related to this program[133](index=133&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Q2 FY2024 net sales were flat at **$454.1 million**, with an operating loss of **$0.8 million** due to asset impairment and increased transformation costs Q2 FY2024 vs Q2 FY2023 Performance (Three Months Ended Dec 31) | Metric | Q2 2024 | Q2 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $454.1M | $454.2M | ($0.1M) | 0.0% | | Gross Profit | $102.2M | $103.9M | ($1.6M) | (1.6)% | | Operating (Loss) Income | ($0.8M) | $27.4M | ($28.2M) | (102.9)% | | Net (Loss) Income | ($13.5M) | $11.0M | ($24.5M) | N/A | Segment Net Sales Performance (Q2 FY2024 vs Q2 FY2023) | Segment | Q2 2024 Net Sales | % Change YoY | | :--- | :--- | :--- | | North America | $267.7M | (5.2)% | | International | $186.4M | +8.5% | - The operating loss in Q2 was primarily caused by a **$20.7 million long-lived asset impairment** in **North America** and a **$5.9 million** year-over-year increase in productivity and transformation costs[140](index=140&type=chunk)[141](index=141&type=chunk) [Liquidity and Capital Resources](index=53&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is adequate with **$53.7 million** cash and **$270.8 million** available credit, and operating cash flow significantly improved to **$34.7 million** - As of December 31, 2023, the company had **$270.8 million** available under its **Credit Agreement** and was in **compliance with all covenants**[193](index=193&type=chunk) Cash Flow Comparison (Six Months Ended Dec 31) | Flow | 2023 | 2022 | | :--- | :--- | :--- | | Cash from Operations | $34.7M | ($2.7M) | | Free Cash Flow | $22.0M | ($16.7M) | - The company repurchased **no shares** during the six months ended December 31, 2023, with **$173.5 million** remaining under the current authorization[201](index=201&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No significant changes in market risk exposures were reported from the prior fiscal year's Annual Report on Form 10-K - There have been **no significant changes** in market risk during the six months ended December 31, 2023[212](index=212&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of December 31, 2023, with no material changes in internal control over financial reporting - The CEO and CFO have concluded that the company's **disclosure controls and procedures** were effective as of December 31, 2023[213](index=213&type=chunk) - **No changes** occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's **internal control over financial reporting**[215](index=215&type=chunk) Part II - Other Information [Legal Proceedings](index=59&type=section&id=Item%201.%20Legal%20Proceedings) Refers to Note 17 for details on ongoing legal proceedings, including baby food litigation and a new SEC investigation - Information regarding legal proceedings is incorporated by reference from Note 17 of the Consolidated Financial Statements[217](index=217&type=chunk) [Risk Factors](index=59&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the risk factors previously disclosed in the Annual Report on Form 10-K for the fiscal year ended June 30, 2023 - There have been **no material changes** from the risk factors disclosed in the company's most recent Form 10-K[218](index=218&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=59&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No equity securities were repurchased under the company's share repurchase programs during the three months ended December 31, 2023 - **No shares were repurchased** under the company's share repurchase programs during the three months ended December 31, 2023[219](index=219&type=chunk) [Exhibits](index=60&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Form 10-Q, including new equity award agreements and required CEO and CFO certifications - The exhibits include various corporate governance documents, new forms of **equity award agreements**, and **certifications** by the **CEO and CFO**[223](index=223&type=chunk)

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=Part%20I%20-%20Financial%20Information) This section provides detailed financial statements and management's discussion and analysis for the Company's operations [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for The Hain Celestial Group, Inc. and its subsidiaries for the three months ended September 30, 2023 and 2022, including balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows, along with detailed notes explaining business operations, accounting policies, and specific financial line items [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) This section provides a snapshot of the Company's assets, liabilities, and equity at specific points in time Consolidated Balance Sheet Highlights (September 30, 2023 vs. June 30, 2023) | Metric | Sep 30, 2023 (in thousands) | Jun 30, 2023 (in thousands) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Cash and cash equivalents | $38,280 | $53,364 | | Total current assets | $565,753 | $591,031 | | Total assets | $2,216,896 | $2,258,639 | | Total current liabilities | $246,590 | $230,867 | | Total liabilities | $1,235,902 | $1,240,732 | | Total stockholders' equity | $980,994 | $1,017,907 | [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) This section details the Company's revenues, expenses, and net income or loss over a specific period Consolidated Statements of Operations Highlights (Three Months Ended September 30) | Metric (in thousands) | 2023 | 2022 | Change ($) | Change (%) | | :-------------------- | :---------- | :---------- | :---------- | :--------- | | Net sales | $425,029 | $439,351 | $(14,322) | (3.3)% | | Gross profit | $83,943 | $94,335 | $(10,392) | (11.0)% | | Operating (loss) income | $(2,278) | $15,823 | $(18,101) | * | | Net (loss) income | $(10,376) | $6,923 | $(17,299) | * | | Basic EPS | $(0.12) | $0.08 | $(0.20) | * | | Diluted EPS | $(0.12) | $0.08 | $(0.20) | * | * Percentage is not meaningful due to one or more numbers being negative. [Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Loss) This section presents the total comprehensive loss, including net loss and other comprehensive loss items Consolidated Statements of Comprehensive Loss Highlights (Three Months Ended September 30) | Metric (in thousands) | 2023 | 2022 | | :-------------------- | :---------- | :---------- | | Net (loss) income | $(10,376) | $6,923 | | Total other comprehensive loss | $(29,407) | $(52,462) | | Total comprehensive loss | $(39,783) | $(45,539) | [Consolidated Statement of Stockholders' Equity](index=8&type=section&id=Consolidated%20Statement%20of%20Stockholders%27%20Equity) This section outlines the changes in the Company's equity attributable to stockholders over a period Changes in Stockholders' Equity (Three Months Ended September 30, 2023) | Metric (in thousands) | Balance at Jun 30, 2023 | Net Loss | Other Comprehensive Loss | Stock-based Compensation Expense | Balance at Sep 30, 2023 | | :-------------------- | :---------------------- | :------- | :----------------------- | :------------------------------- | :---------------------- | | Total Stockholders' Equity | $1,017,907 | $(10,376) | $(29,407) | $3,742 | $980,994 | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (Three Months Ended September 30) | Activity (in thousands) | 2023 | 2022 | | :---------------------- | :---------- | :---------- | | Operating activities | $14,030 | $(5,116) | | Investing activities | $(5,649) | $(6,928) | | Financing activities | $(17,584) | $9,824 | | Net decrease in cash and cash equivalents | $(15,084) | $(13,718) | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the consolidated financial statements [Note 1. Business](index=11&type=section&id=Note%201.%20Business) This note describes the Company's primary business operations and reportable segments - The Hain Celestial Group, Inc. is a leading marketer, manufacturer, and seller of organic and natural, 'better-for-you' products, operating under two reportable segments: North America and International[28](index=28&type=chunk) [Note 2. Basis of Presentation](index=11&type=section&id=Note%202.%20Basis%20of%20Presentation) This note outlines the accounting principles and policies used in preparing the financial statements - The unaudited consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and reflect all normal recurring adjustments, with a recently adopted accounting pronouncement having no material impact[30](index=30&type=chunk)[34](index=34&type=chunk) - The Company transferred accounts receivable in their entirety to third-party buyers under non-recourse financing arrangements, with principal amounts sold of **$86.5 million** and **$83.7 million** for the three months ended September 30, 2023 and 2022, respectively[33](index=33&type=chunk) [Note 3. (Loss) Earnings Per Share](index=12&type=section&id=Note%203.%20%28Loss%29%20Earnings%20Per%20Share) This note details the calculation of basic and diluted earnings per share Net (Loss) Income Per Common Share (Three Months Ended September 30) | Metric | 2023 | 2022 | | :----- | :---------- | :---------- | | Basic | $(0.12) | $0.08 | | Diluted | $(0.12) | $0.08 | - Due to a net loss in Q1 FY2024, all common stock equivalents were excluded from diluted EPS calculation as their effect would have been anti-dilutive[35](index=35&type=chunk) [Note 4. Inventories](index=12&type=section&id=Note%204.%20Inventories) This note provides a breakdown of the Company's inventory components Inventories (in thousands) | Category | Sep 30, 2023 | Jun 30, 2023 | | :-------------------------------- | :----------- | :----------- | | Finished goods | $199,043 | $192,007 | | Raw materials, work-in-progress, and packaging | $114,292 | $118,334 | | Total Inventories | $313,335 | $310,341 | [Note 5. Property, Plant and Equipment, Net](index=13&type=section&id=Note%205.%20Property%2C%20Plant%20and%20Equipment%2C%20Net) This note details the Company's property, plant, and equipment, including depreciation and impairment Property, Plant and Equipment, Net (in thousands) | Category | Sep 30, 2023 | Jun 30, 2023 | | :-------------------- | :----------- | :----------- | | Total PP&E (gross) | $529,600 | $537,843 | | Accumulated depreciation and impairment | $243,628 | $241,518 | | Net PP&E | $285,972 | $296,325 | - Depreciation expense for the three months ended September 30, 2023, increased to **$9.8 million** from **$8.1 million** in the prior year[38](index=38&type=chunk) - The Company completed the sale of a U.S. facility for **$1.2 million** cash proceeds, resulting in a **$68 thousand** loss[39](index=39&type=chunk) [Note 6. Leases](index=13&type=section&id=Note%206.%20Leases) This note provides information on the Company's operating and finance lease arrangements Total Lease Expenses (Three Months Ended September 30) | Expense Type (in thousands) | 2023 | 2022 | | :-------------------------- | :---- | :---- | | Operating lease expenses | $4,578 | $4,975 | | Finance lease expenses | $37 | $69 | | Variable lease expenses | $182 | $180 | | Short-term lease expenses | $395 | $496 | | Total lease expenses | $5,192 | $5,720 | Lease Liabilities and ROU Assets (in thousands) | Metric | Sep 30, 2023 | Jun 30, 2023 | | :-------------------------- | :----------- | :----------- | | Operating lease ROU assets, net | $102,540 | $95,894 | | Total lease liabilities | $107,601 | $100,808 | - The weighted average remaining lease term for operating leases is **10.3 years** (Sep 30, 2023) and **10.2 years** (Sep 30, 2022), with weighted average discount rates of **5.1%** and **4.5%** respectively[43](index=43&type=chunk) [Note 7. Goodwill and Other Intangible Assets](index=15&type=section&id=Note%207.%20Goodwill%20and%20Other%20Intangible%20Assets) This note details the Company's goodwill and other intangible assets, including changes and amortization Goodwill by Segment (in thousands) | Segment | Jun 30, 2023 | Translation | Sep 30, 2023 | | :------------ | :----------- | :---------- | :----------- | | North America | $697,053 | $(1,001) | $696,052 | | International | $241,587 | $(9,264) | $232,323 | | Total | $938,640 | $(10,265) | $928,375 | Other Intangible Assets (in thousands) | Category | Sep 30, 2023 | Jun 30, 2023 | | :-------------------------- | :----------- | :----------- | | Non-amortized intangible assets (Trademarks and tradenames) | $246,529 | $250,860 | | Net amortized intangible assets | $44,338 | $47,245 | | Net other intangible assets | $290,867 | $298,105 | - Amortization of acquired intangibles decreased to **$2.0 million** for the three months ended September 30, 2023, from **$2.8 million** in the prior year, primarily due to reduced amortization expenses from the impairment of ParmCrisps customer relationships[46](index=46&type=chunk)[127](index=127&type=chunk) [Note 8. Debt and Borrowings](index=16&type=section&id=Note%208.%20Debt%20and%20Borrowings) This note provides information on the Company's debt instruments and borrowing arrangements Debt and Borrowings (in thousands) | Category | Sep 30, 2023 | Jun 30, 2023 | | :-------------------------- | :----------- | :----------- | | Revolving credit facility | $530,000 | $541,000 | | Term loans | $286,875 | $288,750 | | Total debt | $814,969 | $828,748 | | Long-term debt, less current portion | $807,401 | $821,181 | - The Company entered into a Second Amendment to its Credit Agreement on August 22, 2023, providing for **$1.1 billion** in senior secured financing, consisting of **$300 million** in term loans and an **$800 million** revolving credit facility, both maturing on December 22, 2026[48](index=48&type=chunk) - As of September 30, 2023, the weighted average interest rate on outstanding borrowings was **7.86%**, and the Company was in compliance with all associated financial covenants[49](index=49&type=chunk)[51](index=51&type=chunk) [Note 9. Income Taxes](index=17&type=section&id=Note%209.%20Income%20Taxes) This note explains the Company's income tax expense, deferred taxes, and effective tax rate Effective Income Tax Rate (Three Months Ended September 30) | Period | Effective Income Tax Rate | | :----- | :------------------------ | | 2023 | 35.3% (benefit) | | 2022 | 26.5% (expense) | - The effective income tax rate for Q1 FY2024 increased due to tax expense related to stock-based compensation, GILTI, and limitations on executive compensation deductibility, also impacted by the geographical mix of earnings and state income taxes[56](index=56&type=chunk) [Note 10. Accumulated Other Comprehensive Loss](index=17&type=section&id=Note%2010.%20Accumulated%20Other%20Comprehensive%20Loss) This note details the components and changes in accumulated other comprehensive loss Changes in Accumulated Other Comprehensive Loss (AOCL) (in thousands) | Metric | Balance at Jun 30, 2023 | Net Change (Q1 FY2024) | Balance at Sep 30, 2023 | | :-------------------------- | :---------------------- | :--------------------- | :---------------------- | | Foreign Currency Translation Adjustment, Net | $(138,028) | $(32,933) | $(170,961) | | Deferred Gains on Cash Flow Hedging Instruments, Net | $10,898 | $2,444 | $13,342 | | Total AOCL | $(126,216) | $(29,407) | $(155,623) | [Note 11. Stock-Based Compensation and Incentive Performance Plans](index=18&type=section&id=Note%2011.%20Stock-Based%20Compensation%20and%20Incentive%20Performance%20Plans) This note describes the Company's stock-based compensation programs and related expenses Stock-Based Compensation Expense (Three Months Ended September 30) | Expense Type (in thousands) | 2023 | 2022 | | :-------------------------- | :---- | :---- | | Selling, general and administrative expense | $3,742 | $3,994 | | Related income tax benefit | $456 | $402 | - As of September 30, 2023, there was **$13.7 million** of unrecognized stock-based compensation expense related to non-vested restricted stock awards, expected to be recognized over a weighted average period of **1.66 years**[61](index=61&type=chunk) Restricted Stock Activity (Three Months Ended September 30, 2023) | Metric | Number of Shares and Units | | :-------------------------------- | :------------------------- | | Non-vested RSAs, RSUs and PSUs outstanding at June 30, 2023 | 1,288 | | Vested | (239) | | Forfeited | (23) |\ | Non-vested RSAs, RSUs and PSUs outstanding at September 30, 2023 | 1,026 | [Note 12. Investments](index=19&type=section&id=Note%2012.%20Investments) This note provides information on the Company's equity method investments - The Company holds equity method investments in Founders Table Restaurant Group, LLC (carrying value **$7.7 million** as of Sep 30, 2023) and Hutchison Hain Organic Holdings Limited (carrying value **$4.6 million** as of Sep 30, 2023)[63](index=63&type=chunk)[64](index=64&type=chunk) [Note 13. Financial Instruments Measured at Fair Value](index=20&type=section&id=Note%2013.%20Financial%20Instruments%20Measured%20at%20Fair%20Value) This note details financial instruments measured at fair value, including derivative assets and liabilities Derivative Financial Instruments Measured at Fair Value (in thousands) | Category | Sep 30, 2023 | Jun 30, 2023 | | :-------------------------- | :----------- | :----------- | | Asset Derivatives | $20,236 | $16,988 | | Liability Derivatives | $901 | $3,160 | - All derivatives held as of September 30, 2023, and June 30, 2023, were classified as **Level 2** of the fair value hierarchy, indicating valuation using observable market-based inputs[68](index=68&type=chunk) [Note 14. Derivatives and Hedging Activities](index=21&type=section&id=Note%2014.%20Derivatives%20and%20Hedging%20Activities) This note describes the Company's use of derivative instruments for risk management and hedging strategies - The Company uses interest rate swaps to manage interest rate risk (notional amount **$400 million** as of Sep 30, 2023) and foreign currency derivatives (cross-currency swaps, forward contracts) to manage foreign exchange risk[70](index=70&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) - Derivatives are designated as cash flow hedges, net investment hedges, or fair value hedges to mitigate risks from variable interest rates and foreign currency fluctuations, not for speculative purposes[71](index=71&type=chunk)[72](index=72&type=chunk)[78](index=78&type=chunk)[80](index=80&type=chunk) Fair Value of Designated Hedging Instruments (in thousands, Sep 30, 2023) | Instrument Type | Asset Fair Value | Liability Fair Value | | :---------------- | :--------------- | :------------------- | | Interest rate swaps | $17,819 | $0 | | Cross-currency swaps | $2,376 | $901 | | Foreign currency forward contracts | $41 | $0 | | Total | $20,236 | $901 | [Note 15. Transformation Program](index=26&type=section&id=Note%2015.%20Transformation%20Program) This note outlines the objectives, costs, and expected savings of the Company's transformation program - The 'Hain Reimagined Program,' initiated in Q1 FY2024, is a multi-year growth and transformation program aimed at optimizing the portfolio, improving profitability, and investing in growth initiatives, expected to be completed by the end of fiscal year 2027[90](index=90&type=chunk)[91](index=91&type=chunk) - For the three months ended September 30, 2023, expenses associated with the program totaled **$9.7 million**, impacting Corporate and Other (**$5.8 million**), North America (**$3.4 million**), and International (**$0.6 million**)[92](index=92&type=chunk) - The program is expected to incur cumulative pretax charges of **$115 million - $125 million** and generate annualized pretax savings of **$130 million - $150 million**[119](index=119&type=chunk) [Note 16. Commitments and Contingencies](index=26&type=section&id=Note%2016.%20Commitments%20and%20Contingencies) This note describes the Company's legal proceedings and other contingent liabilities - The Company is involved in ongoing legal proceedings, including securities class actions (dismissed by District Court on Sep 29, 2023, with plaintiffs appealing), additional stockholder class action and derivative complaints (stayed pending securities class action appeal), and baby food litigation[93](index=93&type=chunk)[94](index=94&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) - Baby food litigation includes consumer class actions and seven personal injury lawsuits alleging neurological development disorders due to heavy metals in Earth's Best® products, with the Company denying allegations and defending vigorously[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[106](index=106&type=chunk) - As of the reporting period, the Company has not recorded a liability for any disclosed matters, as it is not yet probable that a liability has been incurred or the amount cannot be reasonably estimated[108](index=108&type=chunk) [Note 17. Segment Information](index=30&type=section&id=Note%2017.%20Segment%20Information) This note provides financial data for the Company's reportable segments: North America and International Net Sales by Reportable Segment (Three Months Ended September 30, in thousands) | Segment | 2023 | 2022 | | :------------ | :---------- | :---------- | | North America | $260,054 | $288,396 | | International | $164,975 | $150,955 | | Total | $425,029 | $439,351 | Adjusted EBITDA by Reportable Segment (Three Months Ended September 30, in thousands) | Segment | 2023 | 2022 | | :------------ | :---------- | :---------- | | North America | $18,727 | $30,781 | | International | $17,438 | $14,947 | | Corporate and Other | $(12,075) | $(9,699) | | Total Reportable Segments Adjusted EBITDA | $36,165 | $45,728 | Net Sales by Geographic Region (Three Months Ended September 30, in thousands) | Region | 2023 | 2022 | | :------------ | :---------- | :---------- | | United States | $230,659 | $259,508 | | United Kingdom | $121,051 | $109,160 | | Europe | $43,924 | $41,795 | | All Other | $29,395 | $28,888 | | Total | $425,029 | $439,351 | [ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations for the three months ended September 30, 2023, compared to the prior year. It covers an overview of the business, the 'Hain Reimagined Program,' the global economic environment, detailed consolidated and segment results, liquidity and capital resources, and reconciliations of non-GAAP financial measures [Overview](index=32&type=section&id=Overview) This section provides a general introduction to the Company's business and strategic focus - The Hain Celestial Group, Inc. is a leading manufacturer, marketer, and seller of 'better-for-you' brands, committed to sustainable growth and environmentally sound practices[116](index=116&type=chunk) - The Company's portfolio includes diverse food and beverage brands (e.g., Celestial Seasonings, Earth's Best, Ella's Kitchen, Terra) and personal care brands (e.g., Alba Botanica, Avalon Organics, JASON)[117](index=117&type=chunk) [Hain Reimagined Program](index=32&type=section&id=Hain%20Reimagined%20Program) This section details the Company's multi-year growth and transformation initiative - The 'Hain Reimagined Program' is a multi-year growth and transformation initiative focused on four strategic pillars: Focus (portfolio optimization, simplified footprint), Grow (share gain, innovation), Build (brand building, channel expansion), and Fuel (revenue growth management, operational efficiency)[118](index=118&type=chunk)[119](index=119&type=chunk) - The program expects cumulative pretax charges of **$115 million - $125 million** (including **$25 million** for inventory reductions) and annualized pretax savings of **$130 million - $150 million**[119](index=119&type=chunk) [Global Economic Environment](index=33&type=section&id=Global%20Economic%20Environment) This section discusses the impact of global economic factors on the Company's operations - The Company continually assesses the impact of global economic factors, including inflation fluctuations, potential recession, changes in consumer patterns, and geopolitical events (e.g., Russia-Ukraine conflict, Gaza Strip conflict), which may lead to increased supply chain expenses and higher inflation[120](index=120&type=chunk) [Consolidated Results](index=33&type=section&id=Consolidated%20Results) This section provides an analysis of the Company's overall financial performance Consolidated Financial Performance (Three Months Ended September 30) | Metric (in thousands) | 2023 | 2022 | Change ($) | Change (%) | | :-------------------- | :---------- | :---------- | :---------- | :--------- | | Net sales | $425,029 | $439,351 | $(14,322) | (3.3)% | | Gross profit | $83,943 | $94,335 | $(10,392) | (11.0)% | | Operating (loss) income | $(2,278) | $15,823 | $(18,101) | * | | Net (loss) income | $(10,376) | $6,923 | $(17,299) | * | | Adjusted EBITDA | $24,090 | $36,029 | $(11,939) | (33.1)% | * Percentage is not meaningful due to one or more numbers being negative. - Net sales decreased by **3.3%** to **$425.0 million**, primarily due to a decline in North America, partially offset by International growth[122](index=122&type=chunk)[123](index=123&type=chunk) - Gross profit margin decreased to **19.7%** from **21.5%** due to lower sales volume and inflation in North America[124](index=124&type=chunk) - Operating loss was **$2.3 million** (vs. **$15.8 million** operating income in prior year) and net loss was **$10.4 million** (vs. **$6.9 million** net income in prior year), driven by higher productivity and transformation costs (**$6.4 million** vs. **$0.8 million**) and increased interest expense (**$13.2 million** vs. **$7.7 million**)[126](index=126&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[136](index=136&type=chunk) [Segment Results](index=36&type=section&id=Segment%20Results) This section analyzes the financial performance of the Company's North America and International segments Segment Net Sales and Adjusted EBITDA (Three Months Ended September 30, in thousands) | Segment | Net Sales 2023 | Net Sales 2022 | Adjusted EBITDA 2023 | Adjusted EBITDA 2022 | | :------------ | :------------- | :------------- | :------------------- | :------------------- | | North America | $260,054 | $288,396 | $18,727 | $30,781 | | International | $164,975 | $150,955 | $17,438 | $14,947 | - North America net sales decreased by **9.8%** due to lower sales in baby/kids (organic formula supply challenges), personal care (timing shift of sun care program), and snacks (optimization of promotional activity)[142](index=142&type=chunk) - North America Adjusted EBITDA decreased by **39.2%** due to reduced gross profit, inflation, and increased inventory obsolescence reserves[142](index=142&type=chunk) - International net sales increased by **9.3%** driven by growth in meal preparation and beverages categories[143](index=143&type=chunk) - International Adjusted EBITDA increased by **16.7%** due to higher gross profit from pricing, partially offset by increased SG&A expenses[144](index=144&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's ability to generate and manage cash flows and its capital structure - The Company finances operations primarily through cash flows from operations and borrowings under its **$1.1 billion** Credit Agreement (Term Loans: **$300 million**, Revolver: **$800 million**), maturing December 22, 2026[146](index=146&type=chunk)[148](index=148&type=chunk) - Cash and cash equivalents decreased by **$15.1 million** to **$38.3 million** at September 30, 2023[153](index=153&type=chunk) - Working capital decreased by **$39.8 million** to **$319.2 million**, and total debt decreased by **$13.8 million** to **$815.0 million** due to net repayments[153](index=153&type=chunk) Cash Flows Summary (Three Months Ended September 30, in thousands) | Activity | 2023 | 2022 | | :---------------------- | :---------- | :---------- | | Operating activities | $14,030 | $(5,116) | | Investing activities | $(5,649) | $(6,928) | | Financing activities | $(17,584) | $9,824 | [Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures](index=40&type=section&id=Reconciliation%20of%20Non-U.S.%20GAAP%20Financial%20Measures%20to%20U.S.%20GAAP%20Measures) This section provides reconciliations of non-GAAP financial measures to their most directly comparable GAAP measures Net Sales Adjusted for Divestitures and Discontinued Brands (Three Months Ended September 30, in thousands) | Metric | 2023 | 2022 | | :-------------------------------- | :---------- | :---------- | | Reported Net sales | $425,029 | $439,351 | | Divestitures and discontinued brands | $8 | $(1,762) | | Adjusted Net sales | $425,037 | $437,589 | | Adjusted Net sales (decline) growth | (2.9)% | | Adjusted EBITDA Reconciliation (Three Months Ended September 30, in thousands) | Metric | 2023 | 2022 | | :-------------------------- | :---------- | :---------- | | Net (loss) income | $(10,376) | $6,923 | | Adjustments (e.g., D&A, interest, taxes, stock-based comp, litigation, transformation costs) | $34,466 | $29,106 | | Adjusted EBITDA | $24,090 | $36,029 | Free Cash Flow Reconciliation (Three Months Ended September 30, in thousands) | Metric | 2023 | 2022 | | :-------------------------------- | :---------- | :---------- | | Net cash provided by (used in) operating activities | $14,030 | $(5,116) | | Purchases of property, plant and equipment | $(6,906) | $(7,215) | | Free cash flow | $7,124 | $(12,331) | [Critical Accounting Estimates](index=42&type=section&id=Critical%20Accounting%20Estimates) This section highlights the accounting policies that require significant judgment and estimation - Key accounting policies requiring significant estimates include variable consideration, valuation of long-lived assets, goodwill and intangible assets, stock-based compensation, and valuation allowances for deferred tax assets, with no material changes from the prior annual report[169](index=169&type=chunk) [Recent Accounting Pronouncements](index=42&type=section&id=Recent%20Accounting%20Pronouncements) This section discusses the impact of recently adopted or issued accounting standards - There were no recently adopted or issued accounting pronouncements expected to have a significant impact on the consolidated financial statements[170](index=170&type=chunk) [Seasonality](index=42&type=section&id=Seasonality) This section describes the seasonal fluctuations affecting the Company's product lines and financial performance - Certain product lines experience seasonal fluctuations, with hot tea/soup sales stronger in colder months and snack/sunscreen sales stronger in warmer months, and the first fiscal quarter typically has the lowest net sales and diluted earnings per share[171](index=171&type=chunk) [ITEM 3. Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no significant changes in market risk from those previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 - No significant changes in market risk were identified during the three months ended September 30, 2023, compared to the disclosures in the Annual Report on Form 10-K for fiscal year ended June 30, 2023[172](index=172&type=chunk) [ITEM 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures by the CEO and CFO, concluding their effectiveness as of September 30, 2023, and reports no material changes in internal control over financial reporting during the period - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of September 30, 2023[174](index=174&type=chunk) - No changes in internal controls over financial reporting occurred during the three months ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[176](index=176&type=chunk) [PART II - OTHER INFORMATION](index=44&type=section&id=Part%20II%20-%20Other%20Information) This section covers legal proceedings, risk factors, equity sales, other information, exhibits, and official signatures [ITEM 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the detailed information on legal proceedings from Note 16, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements - Information regarding legal proceedings is incorporated by reference from Note 16, Commitments and Contingencies[179](index=179&type=chunk) [ITEM 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023 - There have been no material changes to the risk factors from those discussed in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023[180](index=180&type=chunk) [ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section reports that no shares were repurchased under the Company's share repurchase program during the quarter, but details shares withheld to satisfy tax withholding obligations related to stock-based compensation - No shares were repurchased under the share repurchase program during the three months ended September 30, 2023[181](index=181&type=chunk) - **86,036 shares** were withheld by the Company to satisfy tax withholding obligations for stock-based compensation plans, at an average price of **$10.17 per share**[182](index=182&type=chunk) [ITEM 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) This section confirms that none of the Company's directors or officers adopted, terminated, or modified any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the reporting period - None of the Company's directors or officers adopted, terminated, or modified a Rule 10b5-1 or non-Rule 10b5-1 trading arrangement during the three months ended September 30, 2023[183](index=183&type=chunk) [ITEM 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed as part of the Form 10-Q, including corporate documents, credit agreements, certifications, and XBRL data files - The exhibits include the Restated Certificate of Incorporation, Amended and Restated By-Laws, Specimen of common stock certificate, Second Amendment to the Credit Agreement, Offer Letter, and various certifications (CEO, CFO, CAO)[185](index=185&type=chunk) [Signatures](index=46&type=section&id=Signatures) This section contains the official signatures of the Company's President and Chief Executive Officer, Executive Vice President and Chief Financial Officer, and Senior Vice President and Chief Accounting Officer, certifying the report - The report is duly signed by Wendy P. Davidson (President and CEO), Lee A. Boyce (EVP and CFO), and Michael J. Ragusa (SVP and CAO) on November 7, 2023[189](index=189&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ FORM 10-K ___________________________________________ (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 30, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 for the transition period from to . Commission File No. 0-22818 ____________________________ ...

The Hain Celestial Group, Inc. (NASDAQ:HAIN) Q4 2023 Earnings Conference Call August 24, 2023 8:00 AM ET Company Participants Alexis Tessier - Investor Relations Wendy Davidson - President and Chief Executive Officer Chris Bellairs - Executive Vice President and Chief Financial Officer Conference Call Participants Andrew Lazar - Barclays Ken Goldman - JPMorgan Alexia Howard - Bernstein Jim Salera - Stephens Inc Michael Lavery - Piper Sandler Matt Smith - Stifel David Palmer - Evercore ISI Anthony Vendetti - ...

Financial Performance Summary - FY23 adjusted net sales reached $1833 million, a decrease of 2.7% compared to FY22[35] - FY23 adjusted EBITDA was $174 million, a decrease of 13.1% compared to FY22[35] - Q4 FY23 adjusted net sales were $449 million, a decrease of 1.5% compared to Q4 FY22[32] - Q4 FY23 adjusted EBITDA was $435 million, an increase of 23.1% compared to Q4 FY22[32] - The company expects FY24 will be an inflection point as it pivots to topline growth[8] Segment Performance - North America FY23 adjusted net sales were $1111 million, a decrease of 3.8% compared to FY22[35] - International FY23 adjusted net sales were $722 million, a decrease of 10% compared to FY22[35] - North America Q4 FY23 adjusted net sales were $283 million, a decrease of 4.3% compared to Q4 FY22[32] - International Q4 FY23 adjusted net sales were $166 million, an increase of 3.6% compared to Q4 FY22[32] Brand Highlights - Garden Veggie dollar sales grew by 4% with a 14% growth in TDPs[14] - Earth's Best grew dollar sales 20%, excluding formula, with 19% TDP growth[14]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ FORM 10-Q ___________________________________________ (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023 or ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-22818 _____________________ ...

Hain Celestial Group, Inc. (NASDAQ:HAIN) Q3 2023 Results Conference Call May 9, 2023 8:00 AM ET Company Participants Alexis Tessier - Head, IR Wendy Davidson - President, CEO Chris Bellairs - EVP, CFO Conference Call Participants Andrew Lazar - Barclays Ken Goldman - JP Morgan Michael Lavery - Piper Sandler Matt Smith - Stifel Jon Andersen - William Blair Alexia Howard - Bernstein Anthony Vendetti - Maxim Group Operator Greetings, and welcome to The Hain Celestial Third Quarter 2023 Earnings Conference Call ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________________ FORM 10-Q ___________________________________________ (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended December 31, 2022 or Table of Contents ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File No. 0-22818 __________________ ...

The Hain Celestial Group, Inc. (NASDAQ:HAIN) Q2 2023 Earnings Conference Call February 7, 2023 8:30 AM ET Company Participants Chris Mandeville – Managing Director-ICR Wendy Davidson – President and Chief Executive Officer Chris Bellairs – Executive Vice President and Chief Financial Officer Conference Call Participants Andrew Lazar – Barclays Matt Smith – Stifel Ken Goldman – JPMorgan Alexia Howard – Bernstein David Palmer – Evercore ISI Brian Holland – Cowen and Company Michael Lavery – Piper Sandler Rob ...

4 Q2 FY23 Adj. EBITDA 21.5% 19.4% 22.9% Note(s): Adjusted Gross Margin, Adjusted EBITDA and Adjusted EBITDA at constant currency are non-GAAP financial measures. See Appendix for reconciliation between non-GAAP and comparable GAAP financial measures. Adjusted EBITDA on a constant currency basis: Current period adjusted EBITDA for entities reporting in currencies other than USD are translated into USD at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, ra ...