UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
È Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
‘ 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
.
For the fiscal year ended June 30, 2022
or
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1111 Marcus Avenue
Lake Success, New York
(Address of principal executive offices)
22-3240619
(I.R.S. Employer
Identification No.)
11042
(Zip Code)
Title of each class
Registrant’s telephone number, including area code: (516) 587-5000
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
HAIN
Securities registered pursuant to Section 12(g) of the Act: None
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ‘ No È
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes È No ‘
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes È No ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of
the Exchange Act.
Large accelerated filer È
Non-accelerated filer ‘
‘
Accelerated filer
Smaller reporting company ‘
Emerging growth company ‘
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ‘
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit
report. È
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ‘ No È
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of the registrant’s common
stock, as quoted by The Nasdaq Stock Market LLC on December 31, 2021, the last business day of the registrant’s most recently completed second fiscal quarter, was
$3,875,927,081.
As of August 18, 2022, there were 89,299,252 shares outstanding of the registrant’s Common Stock, par value $0.01 per share.
Portions of The Hain Celestial Group, Inc. Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders are incorporated by reference into Part III of this
Annual Report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
THE HAIN CELESTIAL GROUP, INC.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibit and Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Exhibit Index
Signatures
Page
4
12
22
23
24
24
26
26
27
41
42
90
90
94
94
95
95
95
95
95
95
96
97
100
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Forward-Looking Statements
This Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (the “Form 10-K”) contains forward-looking
statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such
statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove
incorrect, the results of The Hain Celestial Group, Inc. (collectively with its subsidiaries, the “Company,” “Hain Celestial,”
“we,” “us” or “our”) may differ materially from those expressed or implied by such forward-looking statements. The words
“believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “will” and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations
relating to our future performance, results of operations and financial condition; foreign exchange rates; our strategic initiatives,
business strategy, supply chain, brand portfolio, pricing actions and product performance; current or future macroeconomic
trends; and future corporate acquisitions or dispositions.
Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: challenges
and uncertainty resulting from the impact of competition; our ability to manage our supply chain effectively; input cost
inflation; supply chain disruptions, cybersecurity risks and other risks arising from the Russia-Ukraine war; disruption of
operations at our manufacturing facilities; reliance on independent contract manufacturers; challenges and uncertainty resulting
from the COVID-19 pandemic; changes to consumer preferences; customer concentration; reliance on independent distributors;
the availability of natural and organic ingredients; risks associated with our international sales and operations; risks associated
with outsourcing arrangements; our ability to execute our cost reduction initiatives and related strategic initiatives; our ability to
identify and complete acquisitions or divestitures and our level of success in integrating acquisitions; our reliance on
independent certification for a number of our products; the reputation of our Company and our brands; our ability to use and
protect trademarks; general economic conditions; foreign currency exchange risk; the United Kingdom’s exit from the
European Union; cybersecurity incidents; disruptions to information technology systems; the impact of climate change;
liabilities, claims or regulatory change with respect to environmental matters; potential liability if our products cause illness or
physical harm; the highly regulated environment in which we operate; pending and future litigation; compliance with data
privacy laws; compliance with our credit agreement; the discontinuation of LIBOR; our ability to issue preferred stock; the
adequacy of our insurance coverage; impairments in the carrying value of goodwill or other intangible assets; and other risks
and matters described in Part I, Item 1A, “Risk Factors” and elsewhere in this Form 10-K as well as in other reports that we file
in the future.
We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or
circumstances, except as required by applicable law.
3
PART I
THE HAIN CELESTIAL GROUP, INC.
Item 1.
Business
Overview
The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” and herein
referred to as “Hain Celestial,” “we,” “us” and “our”), was founded in 1993 and is headquartered in Lake Success, New York.
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 in over 75 countries
worldwide.
The Company manufactures, markets, distributes and sells organic and natural products providing consumers with the
opportunity to lead A Healthier Way of Life®. The Company’s food and beverage brands include Celestial Seasonings®,
Clarks™, Cully & Sully®, Earth’s Best®, Ella’s Kitchen®, Frank Cooper’s®, Garden of Eatin’®, Hartley’s®, Health Valley®,
Imagine®, Joya®, Lima®, Linda McCartney’s® (under license), MaraNatha®, Natumi®, New Covent Garden Soup Co.®,
ParmCrisps®, Robertson’s®, Rose’s® (under license), Sensible Portions®, Spectrum®, Sun-Pat®, Terra®, The Greek Gods®,
Thinsters®, Yorkshire Provender® and Yves Veggie Cuisine®. The Company’s personal care brands include Alba Botanica®,
Avalon Organics®, JASON®, Live Clean®, and Queen Helene®.
Acquisition
On December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We
Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll" ("THWR"), the producer and marketer of
ParmCrisps® and Thinsters®. See Note 4, Acquisitions and Dispositions, for details.
Discontinued Operations
The Company completed the sale of the former Tilda operating segment and the Hain Pure Protein reportable segment; these
dispositions represented strategic shifts that had a major impact on the Company’s operations and financial results.
Accordingly, the Company is presenting the operating results and cash flows of the Tilda operating segment and the Hain Pure
Protein reportable segment within discontinued operations in the prior periods (see Note 4, Acquisitions and Dispositions, in the
Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K). All footnotes exclude discontinued
operations unless otherwise noted.
Environmental, Social and Governance
We are focused on growing our business sustainably by delivering long-term value for our customers, suppliers, stockholders,
employees and the communities where we live and work. As part of our vision to maximize stakeholder value, we are
committed to incorporating environmental, social and related governance (“ESG”) principles into our business strategies and
organizational culture. The “Healthier Way” framework (Healthier Planet, Products, and People) set out in our most recent ESG
Report (available at hain.com/company/impact) provides our guiding principles for ESG initiatives.
Our ESG Reports and the other information available at hain.com/company/impact are not, and shall not be deemed to be, a part
of this Form 10-K or incorporated into any of our other filings made with the Securities and Exchange Commission (the
“SEC”).
Human Capital Resources
As of June 30, 2022, we had approximately 3,078 employees, with approximately 49% located in North America and
approximately 51% located outside of North America. Approximately 65% of our employees in North America and
approximately 60% of our employees outside of North America were based in our production facilities. Substantially all of our
employees are full-time, permanent employees.
4
Our employees are critical to our success. The following programs, initiatives and principles encompass some of the human
capital objectives and measures that we focus on in managing our business and in seeking to attract and retain a talented
workforce.
Our Culture and Our Vision, Mission and Values
Our culture is shaped by our vision, mission and values. Our vision is to inspire healthier living for all. To achieve this
aspiration, our mission is to build enduring health and wellness brands that are known and loved by consumers and enrich the
lives of employees and all of our stakeholders. We live by our values of teamwork, integrity and entrepreneurship – we think
and act with a broad company perspective, we do the right thing, and we think in an innovative way and challenge the status
quo.
Diversity and Inclusion
People have always been our greatest asset. They are the very heart of our Company, and we believe everyone should feel
encouraged, respected and welcomed in our workplace.
Diversity and inclusion drives success, and we believe that our employees’ diverse backgrounds and experiences are essential to
helping us all to continue to thrive internally and deliver innovative products to our customers. We promote fairness by
practicing equal opportunity in all decisions about hiring, compensation, training, promotions and every other aspect of
employment.
We maintain a Diversity & Inclusion (“D&I”) Council in North America to create and foster a workplace that reflects and
contributes to the diverse, global communities in which we do business. We are continuing to work to build our D&I efforts
into recruitment, retention and internal mobility.
As of June 30, 2022, our global workforce was 59% male and 41% female. In the United States, on an employee self-reported
basis, the racial/ethnic composition of our workforce was approximately 42% Hispanic or Latino, 38% White, 12% Black or
African American, 5% Asian and 3% other. We make additional workforce demographic data available at hain.com/impact.
The information available at hain.com/impact is not a part of this Form 10-K or incorporated into any of our other filings made
with the SEC.
Employee Health and Safety
Employee safety is always front and center. We invest in the health, safety, development and well-being of our employees. In
an effort to ensure workplace safety, we train employees on how to follow our detailed, written safety standards and procedures,
and the law, and to watch for and report anything potentially harmful. Our safety key performance indicators are reviewed
weekly, monthly and annually to ensure quick feedback and to address safety issues as soon as they arise.
Learning and Development
We offer a number of programs that help our employees progress in their careers. These programs include access to online
learning and development tools as well as many additional local initiatives across our global locations to support employees on
their career paths and develop leadership qualities and career skills in our global workforce.
Benefits
Our employee benefits vary by region but generally include:
• Medical, Dental, and Vision Benefits;
Retirement Savings and Pension Plans;
•
Commuter Benefits;
•
• Wellness Initiatives;
•
•
Tuition Reimbursement; and
Paid Parental Leave including births, adoptions or placements of foster children.
Employee Satisfaction and Engagement
We aim to foster a culture of open communications and have implemented a global systematic employee engagement process in
which employees are surveyed periodically. Our Executive Leadership Team regularly reviews the results and considers and
implements action items to address areas that need improvement. We have additional regional programs and policies in place to
5
encourage open communications with management and Human Resources about employees’ ideas, concerns and how they are
doing.
Products
Our brand portfolio focuses on growing global brands in categories where we believe we have the most potential. We
continuously evaluate our existing products for quality, taste, nutritional value and cost and make improvements where
possible. Conversely, we discontinue products or stock keeping units (“SKUs”) when sales of those items do not warrant further
production. The categories we have identified are called Turbocharge, Targeted Investment, Fuel and Simplify:
•
•
•
•
The Turbocharge brands are leading-share brands in what we believe to be very high-growth categories. The
Turbocharge brands are made up of snacks as well as plant-based meat and non-dairy beverages. Our snacks
businesses include brands both within the United States and in our International segment (“International”), while our
meat and dairy alternatives businesses are concentrated outside the United States. Our snack products include a variety
of potato, root vegetable and other exotic vegetable chips, straws, tortilla chips, whole grain chips, pita chips and puffs.
The Turbocharge brands accounted for approximately 39% of our consolidated net sales in fiscal 2022, 36% in fiscal
2021 and 32% in fiscal 2020.
The Targeted Investment brands are made up of leading-share brands in lower-growth categories. To date, we have
demonstrated our ability to drive market share and reinvigorate these categories, and we expect that we can continue to
do this in the future. The Targeted Investment brands are made up of tea, baby, yogurt, and personal care products. The
Targeted Investment brands accounted for approximately 35% of our consolidated net sales in fiscal 2022, 34% in
fiscal 2021 and 32% in fiscal 2020.
The Fuel brands are stable brands that will be leveraged to fuel investment in the Turbocharge and Targeted
Investment categories. Fuel brands are made up of premium pantry brands with scale, in categories such as soup,
cooking oils and nut butters. The Fuel brands accounted for approximately 21% of our consolidated net sales in fiscal
2022, 20% in fiscal 2021 and 19% in fiscal 2020.
The Simplify brands are subscale declining businesses that we believe have limited long-term potential for the
Company, and therefore will be managed for profit until they are potentially divested, likely over the course of the next
several years. Simplify brands accounted for approximately 5% of our consolidated net sales in fiscal 2022, 10% in
fiscal 2021 and 17% in fiscal 2020.
We refer to the Turbocharge brands and Targeted Investment brands together as our Growth brands.
Seasonality
Certain of our product lines have seasonal fluctuations in demand. Hot tea, hot-eating desserts and soup sales are stronger in
colder months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer
months. As such, our results of operations and our cash flows for any particular quarter are not indicative of the results we
expect for the full year, and our historical seasonality may not be indicative of future quarterly results of operations. In recent
years, net sales and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters.
Working Capital
For information relating to our cash flows from operations and working capital items, see “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.
Segments
Our organization structure consists of two geographic based reportable segments: North America and International. Our North
America reportable segment consists of the United States and Canada as operating segments. The International reportable
segment is made of three operating segments: United Kingdom, Ella’s Kitchen UK and Europe. This structure is in line with
how our Chief Operating Decision Maker assesses our performance and allocates resources.
We use segment net sales and operating income to evaluate performance and to allocate resources. We believe these measures
are most relevant in order to analyze segment results and trends. Segment operating income excludes certain general corporate
6
expenses (which are a component of selling, general and administrative expenses), impairment and acquisition related expenses,
restructuring, integration and other charges.
The following table presents the Company’s net sales by reportable segment for the fiscal years ended June 30, 2022, 2021 and
2020 (amounts in thousands, other than percentages):
2022
1,163,132
Fiscal Year Ended June 30,
2021
1,104,128
56 % $
61 % $
728,661
39 %
866,174
44 %
2020
1,171,478
882,425
57 %
43 %
1,891,793
100 % $
1,970,302
100 % $
2,053,903
100 %
North America
International
Total
North America Segment:
United States
$
$
Our products are sold throughout the United States. Our customer base consists principally of specialty and natural food
distributors, supermarkets, natural food stores, mass-market and e-commerce retailers, food service channels and club, drug and
convenience stores. Our products are sold through a combination of direct salespeople, brokers and distributors. We believe that
our direct salespeople combined with brokers and distributors provide an effective means of reaching a broad and diverse
customer base. Brokers act as agents for us within designated territories and receive commissions. A portion of our direct sales
force is organized into dedicated teams to serve our significant customers.
A significant portion of the products marketed by us are sold through independent distributors. Food distributors purchase
products from us for resale to retailers.
The brands sold by the United States operating segment include:
Turbocharge
The Turbocharge brands are leading-share brands in what we believe to be very high-growth categories and they include
snacks. Our snack food products include Sensible Portions® snack products including Garden Veggie Straws®, Garden Veggie
Chips and Apple Straws®, Terra® varieties of root vegetable chips, potato chips, and other exotic vegetable chips, Garden of
Eatin’® tortilla chips, and ParmCrisps®.
Targeted Investment
The Targeted Investment brands are made up of leading-share brands in lower-growth categories and they include tea, baby
food, yogurt, and personal care.
Our tea products are marketed under the Celestial Seasonings® brand and include more than 100 varieties of herbal, green,
black, wellness, rooibos and chai teas, with well-known names and products such as Sleepytime®, Lemon Zinger®, Red
Zinger®, Cinnamon Apple Spice, Bengal Spice®, Country Peach Passion® and Tea Well®.
Baby food products include infant and toddler formula, infant cereals, jarred baby food, baby food pouches, snacks and frozen
toddler and kids’ foods under the Earth’s Best® and Earth’s Best Sesame Street (under license) brands.
Yogurt products include The Greek Gods® Greek-style yogurt products.
Our personal care products include hand, skin, hair and oral care products, sun care products and deodorants under the Alba
Botanica®, Avalon Organics®, JASON® and Queen Helene® brands.
Fuel and Simplify
The Fuel brands are stable brands that will be leveraged to fuel investment in the Turbocharge and Targeted Investment
categories. Fuel brands are made up of premium pantry brands with scale, in categories such as soup, cooking oils and nut
butters. The Simplify brands are subscale declining businesses that have limited long-term potential for the Company, and
therefore will be managed for profit until they are potentially divested, likely over the course of the next several years. Fuel and
Simplify brands include the following: Spectrum® culinary oils, vinegars and condiments, Spectrum Essentials® nutritional oils
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and supplements, MaraNatha® nut butters, Imagine® broths, soups and gravies, Hain Pure Foods® condiments, Health Valley®
cereal bars and soups, and Hollywood® oils.
Canada
Our products are sold throughout Canada. Our customer base consists principally of grocery supermarkets, mass merchandisers,
club stores, natural food distributors, personal care distributors, drug store chains and food service distributors. Our products are
sold through our own retail direct sales force. We also utilize third-party brokers who receive commissions and sell to food
service and retail customers. We utilize a third-party merchandising team for retail execution. As in the United States, a portion
of the products marketed by us are sold through independent distributors.
The brands sold in our Canada operating segment include Yves Veggie Cuisine® refrigerated and frozen meat-alternative
products, vegetables and lentils, Earth’s Best® infant formula, MaraNatha® nut butters, Spectrum® cooking and culinary oils,
Imagine® aseptic soups, The Greek Gods® Greek-style yogurt and Robertson’s® marmalades. Other food brands include
Celestial Seasonings® teas, Terra® chips and Sensible Portions® snack products. Our personal care products include skin, hair
and oral care products, sun care products and deodorants under the Alba Botanica®, Avalon Organics®, JASON®, and Live
Clean® brands.
International Segment:
United Kingdom
In the United Kingdom, our products include soups, plant-based and meat-free products, as well as ambient products such as
jams, fruit spreads, jellies, honey, marmalades, nut butters, sweeteners, syrups and dessert sauces.
The products sold by our United Kingdom operating segment include New Covent Garden Soup Co.® and Yorkshire
Provender® chilled soups, private label and Farmhouse Fare™ hot-eating desserts, Linda McCartney’s® (under license) chilled
and frozen plant-based meals, Hartley’s® jams, fruit spreads and jellies, Sun-Pat® nut butters, Clarks™ natural sweeteners and
Robertson’s®, Frank Cooper’s® and Rose’s® (under license) marmalades. We also provide a comprehensive range of private
label products to many retailers, convenience stores and food service providers in the following categories: fresh soup, chilled
desserts, meat-free meals and ambient grocery products.
Our products are principally sold throughout the United Kingdom and Ireland, but are also sold in other parts of the world. Our
customer base consists principally of retailers, convenience stores, food service providers, business to business, natural food
and ethnic specialty distributors, club stores and wholesalers.
Ella’s Kitchen UK
Ella's Kitchen UK is a manufacturer and distributor of premium organic infant and toddler foods under the Ella's Kitchen®
brand. Our products are mostly sold in grocery stores and organic food stores throughout the United Kingdom and Europe.
Europe
Our products sold by the Europe operating segment include, among others, products sold under the Joya®, Lima® and Natumi®
brands. The Lima® brand includes a wide range of organic products such as soy sauce, plant-based beverages and grain cakes,
as well as grains, pasta, cereals, miso, snacks, sweeteners, spreads, soups and condiments. Our Natumi® brand includes plant-
based beverages, including rice, soy, oat and spelt. Our Joya® brand includes soy, oat, rice and nut-based drinks as well as
plant-based yogurts, desserts, creamers and tofu. We also sell our Hartley’s® jams, fruit spreads and jellies, Terra® varieties of
root vegetable and potato chips, Celestial Seasonings® teas, Linda McCartney’s® (under license) chilled and frozen plant-based
meals, Cully & Sully® chilled soups and ready meals, and private label products in Europe.
Our products are sold in grocery stores and organic food stores throughout Europe, the Middle East and India. Our products are
sold using our own direct sales force and local distributors.
Customers
Walmart Inc. and its affiliates together accounted for approximately 15%, 11% and 12% of our consolidated sales for the fiscal
years ended June 30, 2022, 2021 and 2020, respectively, which were primarily related to the United States, Canada and United
Kingdom operating segments. No other customer accounted for at least 10% of our net sales in any of the past three fiscal years.
8
Foreign Operations
We sell our products to customers in more than 75 countries. Sales outside of the United States represented approximately
45%, 52% and 51% of our consolidated net sales in fiscal 2022, 2021 and 2020, respectively.
Marketing
We aim to meet the consumer at multiple points in their journey, both pre-shop and during purchase, both in-store and online.
We use a combination of trade and consumer advertising and promotion. Trade advertising and promotion includes placement
fees, cooperative advertising, feature advertising in distribution catalogs and in-store merchandising in prominent and
secondary locations.
Consumer advertising and promotion is used to build brand awareness and equity, drive trial to bring in new consumers and
increase consumption. Paid social and digital advertising and public relations programs are the main drivers of brand
awareness. Trial and conversion tactics include, but are not limited to, product search on Google and e-commerce sites, digital
coupons, product sampling, direct mail and e-consumer relationship programs. Additionally, brand specific websites and social
media pages are used to engage consumers with lifestyle, product and usage information related to specific brands.
We also utilize partnerships to help create awareness and advocacy. We partner with various influencers to help increase brand
reach and relevance. For example, one of our personal care brands, Alba Botanica®, had a full year partnership with USA
Olympic and World Tour Surfer, Caroline Marks. Also, our Earth’s Best® brand has an agreement with PBS Kids and Sesame
Workshop in the United States, leveraging popular characters for on and off packaging communications.
New Product Initiatives Through Research and Development
Innovation, including new product development, is a key component of our growth strategy. We continuously seek to
understand our consumers and develop products that address their desire for organic, natural and better-for-you alternatives to
conventional packaged foods and personal care products. We have a demonstrated track record of extending our product
offerings into other product categories. A team of professional product developers, including microbiologists, nutritionists, food
scientists, chefs and chemists, work to develop products to meet changing consumer needs. Our research and development staff
incorporates product ideas from all areas of our business in order to formulate new products. In addition to developing new
products, the research and development staff routinely reformulates and improves existing products based on advances in
ingredients, packaging and technology. In addition to our Company-sponsored research and development activities, in order to
quickly and economically introduce our new products to market, we may partner with contract manufacturers that make our
products according to our formulas or other specifications. The Company also partners with certain customers from time to time
on exclusive customer initiatives. The Company’s research and development expenditures do not include the expenditures on
such activities undertaken by co-packers and suppliers who develop numerous products on behalf of the Company and on their
own initiative with the expectation that the Company will accept their new product ideas and market them under the Company’s
brands.
Production
Manufacturing
During fiscal 2022, 2021 and 2020, approximately 51%, 61% and 59%, respectively, of our revenue was derived from products
manufactured at our own facilities.
Our North America reportable segment operates the following manufacturing facilities:
Boulder, Colorado, which produces Celestial Seasonings® teas;
•
• Mountville, Pennsylvania, which produces Sensible Portions® and Terra® snack products;
•
•
•
•
•
• Mississauga, Ontario, which produces our Live Clean® and other personal care products.
Bell, California, which produces Alba Botanica®, Avalon Organics®, and JASON® personal care products;
Lancaster, Pennsylvania, which produces snack products;
York, Pennsylvania, which produces ParmCrisps®;
Trenton, Ontario, which produces Yves Veggie Cuisine® plant-based products;
Vancouver, British Columbia, which produces Yves Veggie Cuisine® plant-based products; and
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Our International reportable segment operates the following manufacturing facilities:
•
•
•
•
•
•
•
Histon, England, which produces our ambient grocery products including Hartley’s®, Frank Cooper’s®, Robertson’s®
and Clarks™;
Grimsby, England, which produces our New Covent Garden Soup Co.® and Yorkshire Provender® chilled soups;
Clitheroe, England, which produces our private label and Farmhouse FareTM hot-eating desserts;
Fakenham, England, which produces Linda McCartney’s® (under license) meat-free frozen and chilled foods;
Troisdorf, Germany, which produces Natumi®, Lima®,
products;
Oberwart, Austria, which produces our Lima® and Joya® plant-based foods and beverages, creamers, cooking creams
and private label products; and
Schwerin, Germany, which also produces our Lima® and Joya® plant-based foods and beverages and private label
products.
Joya® and other plant-based beverages and private label
See “Item 2: Properties” of this Form 10-K for more information on the manufacturing facilities that we operate.
Contract Manufacturers
In addition to the products manufactured in our own facilities, independent third-party contract manufacturers, who are referred
to in our industry as co-manufacturers or co-packers, manufacture many of our products. In general, utilizing co-packers
provides us with the flexibility to produce a large variety of products and the ability to enter new categories quickly and
economically. Our contract manufacturers have been selected based on their production capabilities, capitalization and their
specific product category expertise, and we expect to continue to partner with them to improve and expand our product
offerings. During fiscal 2022, 2021 and 2020, approximately 49%, 39% and 41%, respectively, of our sales were derived from
products manufactured by co-packers. We require that our co-packers comply with all applicable regulations and our quality
and food safety program requirements, and compliance is verified through auditing and other activities. Additionally, the co-
packers are required to ensure our products are manufactured in accordance with our finished goods specifications to ensure we
meet customer expectations.
Suppliers of Ingredients and Packaging
Agricultural commodities and ingredients, including vegetables, fruits, oils, grains, beans, nuts, tea and herbs, spices, and dairy
products, are the principal inputs used in our food and beverage products. Plant-based surfactants, glycerin and alcohols are the
main inputs used in our personal care products. Our primary packaging supplies are cartons, pouches, printed film, paper,
paperboard and jars. We strive to maintain a global supplier base that provides innovative ideas and sustainable packaging
alternatives.
Our raw materials and packaging materials are obtained from various suppliers around the world. The Company works with its
suppliers to ensure the quality and safety of their ingredients and that such ingredients meet our specifications and comply with
applicable regulations. These assurances are supported by our purchasing contracts, supplier expectations manual, supplier code
of conduct, and technical assessments, including questionnaires, scientific data, certifications, affidavits, certificates of analysis
and analytical testing, where required. Our purchasers and quality team visit major suppliers around the world to procure
competitively priced, quality ingredients that meet our specifications.
We maintain long-term relationships with many of our suppliers. Purchase arrangements with ingredient suppliers are generally
made annually. Purchases are made through purchase orders or contracts, and price, delivery terms and product specifications
vary.
Agricultural commodities and ingredients are subject to price volatility which can be caused by a variety of factors. Our input
costs began to increase significantly beginning in the latter part of fiscal 2021. That inflationary environment extended in fiscal
2022, and we expect the inflationary environment to continue throughout fiscal 2023. We attempt to mitigate the input price
volatility by negotiating and entering into purchase arrangements with our suppliers and by adjusting the sale price of our
products.
Competition
We operate in a highly competitive environment. Our products compete with both large conventional packaged goods
companies and natural and organic packaged foods companies. Many of these competitors enjoy significantly greater resources.
Large conventional packaged foods competitors include Campbell Soup Company, Conagra Brands, Inc., Danone S.A., General
Mills, Inc., The Hershey Company, The J.M. Smucker Company, Kellogg Company, Mondelez International, Inc., Nestle S.A.,
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PepsiCo, Inc. and Unilever PLC. Large conventional personal care products companies with whom we compete include, but are
not limited to, The Clorox Company, Colgate-Palmolive Company, Johnson & Johnson, The Procter & Gamble Company, S. C.
Johnson & Son, Inc. and Unilever PLC. Certain of these large conventional packaged foods and personal care companies
compete with us by selling both conventional products and natural and/or organic products. In addition to these competitors, in
each of our categories we compete with many regional and small, local niche brands. Given limited retailer shelf space and
merchandising events, competitors actively support their respective brands with marketing, advertising and promotional
spending. In addition, most retailers market similar items under their own private label, which compete for the same shelf space.
Competitive factors in the packaged foods industry include product quality and taste, brand awareness and loyalty, product
variety, interesting or unique product names, product packaging and package design, shelf space, reputation, price, advertising,
promotion and nutritional claims.
Trademarks
We believe that brand awareness is a significant component in a consumer’s decision to purchase one product over another in
the highly competitive consumer packaged goods industry. We generally register our trademarks and brand names in the United
States, Canada, the European Union, and the United Kingdom and/or other foreign countries depending on the area of
distribution of the applicable products. We intend to keep these filings current and seek protection for new trademarks to the
extent consistent with business needs. We monitor trademark registers worldwide and take action to enforce our rights as we
deem appropriate. We believe that our trademarks are significant to the marketing and sale of our products and that the inability
to utilize certain of these names and marks, and/or the inability to prevent third parties from using similar names or marks,
could have a material adverse effect on our business.
We also market products under brands licensed under trademark license agreements, including Linda McCartney’s®, Rose’s®,
the Sesame Street name and logo and other Sesame Workshop intellectual property on certain of our Earth’s Best® products, as
well as the Paddington Bear image on certain of our Robertson’s® products.
Government Regulation
We are subject to extensive regulations in the United States by federal, state and local government authorities. In the United
States, the federal agencies governing the manufacture, marketing and distribution of our products include, among others, the
Federal Trade Commission (“FTC”), the United States Food & Drug Administration (“FDA”), the United States Department of
Agriculture (“USDA”), the United States Environmental Protection Agency (“EPA”) and the Occupational Safety and Health
Administration (“OSHA”). Under various statutes, these agencies prescribe and establish, among other things, the requirements
and standards for quality, safety and representation of our products to the consumer in labeling and advertising.
Internationally, we are subject to the laws and regulatory authorities of the foreign jurisdictions in which we manufacture and
sell our products, including the Canadian Food Inspection Agency, Health Canada, Food Standards Agency in the United
Kingdom, and the European Food Safety Authority.
Quality Control
We utilize a comprehensive product safety and quality management program, which employs strict manufacturing procedures,
expert technical knowledge on food safety science, employee training, ongoing process innovation, use of quality ingredients
and both internal and independent auditing.
In the United States, each of our own food manufacturing facilities has a Food Safety Plan (“FSP”), which focuses on
preventing food safety risks and is compliant with the requirements set forth under the Food Safety and Modernization Act
(“FSMA”). In addition, each such facility has at least one Preventive Controls Qualified Individual (“PCQI”) who has
successfully completed training in the development and application of risk-based preventive controls at least equivalent to that
received under a standardized curriculum recognized by the FDA.
We conduct audits of our contract manufacturers to address topics such as allergen control; ingredient, packaging and product
specifications; and sanitation. Under FSMA, each of our contract manufacturers is required to have a FSP, a Hazard Analysis
Critical Control Plant (“HACCP”) plan or a hazard analysis critical control points plan that identifies critical pathways for
contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.
Independent Certifications
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Substantially all of our Hain-owned manufacturing sites and a significant number of our contract manufacturers are certified
against a recognized standard such as the Global Food Safety Initiative (“GFSI”), which includes Safe Quality Foods (“SQF”)
and British Retail Consortium (“BRC”), or ISO 9001 Quality Management Systems and ISO 22716 GMP Cosmetic and
Personal Care. All facilities where our food products are manufactured are GFSI compliant. These standards are integrated
product safety and quality management protocols designed specifically for the food and personal care sectors and offer a
comprehensive methodology to manage product safety and quality. Certification provides an independent and external
validation that a product, process or service complies with applicable regulations and standards.
In the United States, our organic products are certified in accordance with the USDA’s National Organic Program through
Quality Assurance International (“QAI”), a third-party certifying agency. For products marketed as organic outside of the
United States, we use accredited certifying agencies to ensure compliance with country-specific government regulations for
selling organic products or reciprocity, where available.
Many of our products are certified kosher under the supervision of accredited agencies including The Union of Orthodox
Jewish Congregations and “KOF-K” Kosher Supervision.
We also work with other non-governmental organizations such as NSF International, which developed the NSF/ANSI 305
Standard for Personal Care Products Containing Organic Ingredients and provides third-party certification through QAI for
certain of our personal care products. In addition, we work with other nongovernmental organizations such as the Gluten Free
Intolerance Group, Fair Trade USA, Environmental Working Group, The Skin Cancer Foundation, Coalition for Consumer
Information on Cosmetics/Leaping Bunny, The Roundtable on Sustainable Palm Oil and the Non-GMO Project.
Company Website and Available Information
The following information can be found, free of charge, in the “Investor Relations” section of our corporate website at
ir.hain.com:
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our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to
those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC;
our policies related to corporate governance, including our Code of Business Conduct and Ethics (“Code of Ethics”)
applying to our directors, officers and employees (including our principal executive officer and principal financial and
accounting officers) that we have adopted to meet the requirements set forth in the rules and regulations of the SEC
and The Nasdaq Stock Market LLC; and
the charters of the Audit, Compensation, Corporate Governance and Nominating, and Strategy Committees of our
Board of Directors.
If the Company ever were to amend or waive any provision of its Code of Ethics that applies to the Company’s principal
executive officer, principal financial officer, principal accounting officer or any person performing similar functions, the
Company intends to satisfy its disclosure obligations, if any, with respect to any such waiver or amendment by posting such
information on its website set forth above rather than by filing a Current Report on Form 8-K.
The Company may use its website as a distribution channel of material company information. Financial and other important
information regarding the Company is routinely posted on and accessible through the Company’s investor relations website at
ir.hain.com. In addition, you may automatically receive email alerts and other information about the Company when you enroll
your email address by visiting “E-mail Alerts” under the "IR Resources" section of our investor relations website. Information
on the Company’s website is not incorporated by reference herein and is not a part of this Form 10-K.
Item 1A.
Risk Factors
Our business, operations and financial condition are subject to various risks and uncertainties. The most significant of these
risks include those described below; however, there may be additional risks and uncertainties not presently known to us or that
we currently consider immaterial. If any of the following risks and uncertainties develop into actual events, our business,
financial condition or results of operations could be materially adversely affected. In such case, the trading price of our
common stock could decline, and you may lose all or part of your investment. These risk factors should be read in conjunction
with the other information in this Annual Report on Form 10-K and in the other documents that we file from time to time with
the SEC.
Risks Related to Our Business, Operations and Industry
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Our markets are highly competitive.
We operate in highly competitive geographic and product markets. Numerous brands and products compete for limited retailer
shelf space, where competition is based on product quality, brand recognition, brand loyalty, price, product innovation,
promotional activity, availability and taste among other things. Retailers also market competitive products under their own
private labels, which are generally sold at lower prices and compete with some of our products.
Some of our markets are dominated by multinational corporations with greater resources and more substantial operations than
us. We may not be able to successfully compete for sales to distributors or retailers that purchase from larger competitors that
have greater financial, managerial, sales and technical resources. Conventional food companies, including but not limited to
Campbell Soup Company, Conagra Brands, Inc., Danone S. A., General Mills, Inc., The Hershey Company, The J.M. Smucker
Company, Kellogg Company, Mondelez International, Inc., Nestle S.A., PepsiCo, Inc. and Unilever PLC, and conventional
personal care products companies, including but not limited to The Clorox Company, Colgate-Palmolive Company, Johnson &
Johnson, The Procter & Gamble Company, S. C. Johnson & Son, Inc. and Unilever PLC, may be able to use their resources and
scale to respond to competitive pressures and changes in consumer preferences by introducing new products or reformulating
their existing products, reducing prices or increasing promotional activities. We also compete with other organic and natural
packaged food brands and companies, which may be more innovative and able to bring new products to market faster and may
be better able to quickly exploit and serve niche markets. As a result of this competition, retailers may take actions that
negatively affect us. Consequently, we may need to increase our marketing, advertising and promotional spending to protect our
existing market share, which may result in an adverse impact on our profitability.
If we do not manage our supply chain effectively or if there are disruptions in our supply chain, our business and results of
operations may be adversely affected.
The success of our business depends, in part, on maintaining a strong sourcing and manufacturing platform and efficient
distribution channels. The inability of any supplier of raw materials,
independent contract manufacturer or third-party
distributor to deliver or perform for us in a timely or cost-effective manner could cause our operating costs to increase and our
profit margins to decrease, especially as it relates to our products that have a short shelf life. We must continuously monitor our
inventory and product mix against forecasted demand or risk having inadequate supplies to meet consumer demand as well as
having too much inventory on hand that may reach its expiration date and become unsaleable.
We must also manage our third-party distribution, warehouse and transportation providers to ensure they are able to support the
efficient distribution of our products to retailers. A disruption in transportation services could result in an inability to supply
materials to our or our co-manufacturers’ facilities or finished products to our distribution centers or customers. Activity at
third-party distribution centers could be disrupted by a number of factors, including labor issues, failure to meet customer
standards, natural disasters or financial issues affecting the third-party providers. In particular, the Russia-Ukraine war and
recent labor market shortages impacting our industry have created operating challenges in making our products available to
customers and consumers, and such challenges may persist. See “The Russia-Ukraine war could continue to cause challenges
and create risks for our business.”
If we are unable to manage our supply chain efficiently and ensure that our products are available to meet consumer demand
and customer orders, our sales and profitability could be materially adversely impacted.
Our future results of operations may be adversely affected by input cost inflation.
Many aspects of our business have been, and may continue to be, directly affected by volatile commodity costs and other
inflationary pressures. Our input costs began to increase significantly beginning in the latter part of fiscal 2021. That
inflationary environment extended through fiscal 2022, and we expect the inflationary environment to continue throughout
fiscal 2023.
Agricultural commodities and ingredients are subject to price volatility which can be caused by commodity market fluctuations,
crop yields, seasonal cycles, weather conditions, temperature extremes and natural disasters (including due to the effects of
climate change), pest and disease problems, changes in currency exchange rates, imbalances between supply and demand, and
government programs and policies among other factors. Volatile fuel costs translate into unpredictable costs for the products
and services we receive from our third-party providers including, but not limited to, distribution costs for our products and
packaging costs.
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While we seek to offset increased input costs with a combination of price increases to our customers, purchasing strategies, cost
savings initiatives and operating efficiencies, we may be unable to fully offset our increased costs or unable to do so in a timely
manner. If we are unable to fully offset such cost increases, our financial results could be materially adversely affected.
The Russia-Ukraine war could continue to cause challenges and create risks for our business.
Although we have no material assets in Russia, Belarus or Ukraine, our supply chain has been, and may continue to be,
adversely impacted by the Russia-Ukraine war, and we continue to face other challenges and risks arising from the war. In
particular, the war has added significant costs to existing inflationary pressures through increased fuel and raw material prices
and labor costs. Further, beyond increased costs, labor challenges and other factors have led to supply chain disruptions. While,
to date, we have been able to identify replacement raw materials where necessary, we have incurred increased costs in doing so.
For example, the supply of sunflower oil has become constrained, compelling us to identify and procure alternative oils. The
war has also negatively impacted consumer sentiment, particularly in Europe, with some consumers shifting to lower-priced
products, which has affected demand for our products. Additionally, we face increased cybersecurity risks, as companies based
in the United States and its allied countries have become targets of malicious cyber activity. Although we are continuing to
monitor and manage the impacts of the war on our business, the war and the related economic impact could continue to have a
material adverse effect on our business and operating results.
Disruption or loss of operations at one or more of our manufacturing facilities could harm our business.
For the fiscal years ended June 30, 2022, 2021 and 2020, approximately 51%, 61% and 59%, respectively, of our sales were
derived from products manufactured at our own manufacturing facilities. A disruption of or the loss of operations at one or
more of these facilities, which may be caused by disease outbreaks or pandemics,
labor issues, natural disasters or
governmental actions, could delay or postpone production of our products, which could have a material adverse effect on our
business, results of operations and financial condition. Recent labor market shortages have impacted, and may continue to
impact, operations at our manufacturing facilities.
Loss of one or more of our independent contract manufacturers could adversely affect our business.
During fiscal 2022, 2021 and 2020, approximately 49%, 39% and 41%, respectively, of our sales were derived from products
manufactured at independent contract manufacturers, or co-manufacturers. In some cases, an individual co-manufacturer may
produce all of our requirements for a particular brand. We believe there are a limited number of competent, high-quality co-
manufacturers in the industry, and many of our co-manufacturers produce products for other companies as well. Therefore, if
we lose or need to change one or more co-manufacturers or fail to retain co-manufacturers for newly acquired or developed
products or brands, production of our products may be delayed or postponed and/or the availability of some of our products
may be reduced or eliminated, which could have a material adverse effect on our business, results of operations and financial
condition.
The COVID-19 pandemic continues to have societal and economic effects that create challenges and uncertainty, and our
business and operating results may be adversely affected if we do not manage our business effectively in response.
The COVID-19 pandemic continues to contribute to challenging and unprecedented conditions. The impacts of the pandemic
could exacerbate conditions in our other risk factors noted in this Item 1A, “Risk Factors.” Challenges exacerbated by the
ongoing effects of the pandemic include but are not limited to:
• manufacturing and supply chain challenges, including labor market shortages;
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a shifting demand environment as a result of changing consumer behaviors amid uncertain economic conditions; and
increased costs of operating our business and managing our supply chain.
If we are unable to successfully manage our business through the continued challenges and uncertainty related to the
COVID-19 pandemic, our business and operating results could be materially adversely affected.
Our growth and continued success depend upon consumer preferences for our products, which could change.
Our business is primarily focused on sales of organic, natural and “better-for-you” products which, if consumer demand for
such categories were to decrease, could harm our business. During an economic downturn, factors such as increased
unemployment, decreases in disposable income and declines in consumer confidence could cause a decrease in demand for our
overall product set, particularly higher priced better-for-you products. As noted above, other factors can and have adversely
impacted consumer demand for our products, including the Russia-Ukraine war, which has prompted consumers, particularly in
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Europe to shift to lower-priced products, affecting demand for our products. While we continue to diversify our product
offerings, developing new products entails risks, and demand for our products may not continue at current levels or increase in
the future. The success of our innovation and product improvement effort is affected by our ability to anticipate changes in
consumers’ preferences, the level of funding that can be made available, the technical capability of our research and
development staff in developing, formulating and testing product prototypes,
including complying with governmental
regulations, and the success of our management in introducing the resulting improvements in a timely manner.
In addition, over the past several years, we have seen a shift in consumption towards the e-commerce channel and may see a
more substantial shift in the future. Some products we sell via the e-commerce channel have lower margins than those sold in
traditional brick and mortar retailers and present unique challenges in order fulfillment. If we are unsuccessful in implementing
product improvements or introducing new products that satisfy the demands of consumers, our business could be harmed.
In addition, we have other product categories that are subject to evolving consumer preferences. Consumer demand could
change based on a number of possible factors, including dietary habits and nutritional values, concerns regarding the health and
environmental effects of ingredients and shifts in preference for various product attributes. A significant shift in consumer
demand away from our products could reduce the sales of our brands or our market share, both of which could harm our
business.
A significant percentage of our sales is concentrated among a small number of customers, and consolidation of customers
or the loss of a significant customer could negatively impact our sales and profitability.
Our growth and continued success depend upon, among other things, our ability to maintain and increase sales volumes with
existing customers, our ability to attract new customers, the financial condition of our customers and our ability to provide
products that appeal to customers at the right price.
A significant percentage of our sales is concentrated among a small number of customers. For example, sales to Walmart Inc.
and its affiliates approximated 15%, 11% and 12% of sales during the fiscal years ended June 30, 2022, 2021 and 2020,
respectively. The loss of any large customer, the reduction of purchasing levels or the cancellation of any business from a large
customer for an extended length of time could negatively impact our sales and profitability.
We rely on independent distributors for a substantial portion of our sales.
In our United States operating segment, we rely upon sales made by or through non-affiliated distributors to customers.
Distributors purchase directly for their own account for resale. The loss of, or business disruption at, one or more of these
distributors may harm our business. If we are required to obtain additional or alternative distribution agreements or
arrangements in the future, we cannot be certain that we will be able to do so on satisfactory terms or in a timely manner. Our
inability to enter into satisfactory distribution agreements may inhibit our ability to implement our business plan or to establish
markets necessary to successfully expand the distribution of our products.
Our future results of operations may be adversely affected by the availability of natural and organic ingredients.
Our ability to ensure a continuing supply of natural and organic ingredients at competitive prices depends on many factors
beyond our control, such as the number and size of farms that grow natural and organic crops, climate conditions, increased
demand for natural and organic ingredients by our competitors, changes in national and world economic conditions, currency
fluctuations and forecasting adequate need of seasonal ingredients.
The natural and organic ingredients that we use in the production of our products (including, among others, vegetables, fruits,
nuts and grains) are vulnerable to adverse weather conditions and natural disasters, such as floods, droughts, water scarcity,
temperature extremes, wildfires, frosts, earthquakes and pestilences. Natural disasters and adverse weather conditions can lower
crop yields and reduce crop size and crop quality, which in turn could reduce our supplies of natural and organic ingredients or
increase the prices of those ingredients. Such natural disasters and adverse weather conditions can be caused or exacerbated by
climate change, and the spate of recent extreme weather events, including historic droughts, heatwaves, extreme cold and
flooding, presents an alarming trend. If our supplies of natural and organic ingredients are reduced, we may not be able to find
enough supplemental supply sources on favorable terms, if at all, which could impact our ability to supply products to our
customers and adversely affect our business, financial condition and results of operations.
We also compete with other manufacturers in the procurement of natural and organic product ingredients, which may be less
plentiful in the open market than conventional product ingredients. This competition may increase in the future if consumer
demand for natural and organic products increases. This could cause our expenses to increase or could limit the amount of
products that we can manufacture and sell.
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We are subject to risks associated with our international sales and operations, including foreign currency, compliance and
trade risks.
For the fiscal years ended June 30, 2022, 2021 and 2020, approximately 45%, 52% and 51%, respectively, of our consolidated
sales were generated outside the United States. Sales from outside our U.S. markets may continue to represent a significant
portion of our consolidated sales in the future.
Our non-U.S. sales and operations are subject to risks inherent in conducting business abroad, many of which are outside our
control, including:
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difficulties in managing a global enterprise, including differing labor standards and design and implementation of
effective control environment processes across our diverse operations and employee base;
compliance with U.S. laws affecting operations outside of the United States, such as the U.S. Foreign Corrupt
Practices Act and the Office of Foreign Assets Control trade sanction regulations and anti-boycott regulations;
difficulties associated with operating under a wide variety of complex foreign laws, treaties and regulations, including
compliance with antitrust and competition laws, anti-modern slavery laws, anti-bribery and anti-corruption laws, data
privacy laws, including the European Union General Data Protection Regulation (“GDPR”), tax laws and regulations
and a variety of other local, national and multi-national regulations and laws;
tariffs, quotas, trade barriers or sanctions, other trade protection measures and import or export licensing requirements
imposed by governments that might negatively affect our sales, including, but not limited to, Canadian and European
Union tariffs imposed on certain U.S. food and beverages;
currency exchange rate fluctuations;
pandemics, such as COVID-19 or the flu, which may adversely affect our workforce as well as our local suppliers and
customers;
varying abilities to enforce intellectual property and contractual rights;
periodic economic downturns and the instability of governments, including default or deterioration in the credit
worthiness of local governments, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of
war, public corruption, expropriation and other economic or political uncertainties; and
greater risk of uncollectible accounts and longer collection cycles.
We have outsourced certain functions in our North American business to third-party service providers, and any service
failures or disruptions related to these outsourcing arrangements could adversely affect our business.
We recently completed the process of outsourcing certain functions in our North American business,
including order
management, billing, accounts receivable and accounts payable, to third-party service providers. We also implemented new
procurement technology solutions as part of this initiative.
We face risks associated with third parties managing these functions for us. For example, we have diminished control over the
quality and timeliness of the outsourced services, including the cyber security protections implemented by these third parties.
As a result of these outsourcing arrangements, we may experience interruptions or delays in our order-to-cash and procure-to-
pay processes, loss or theft of sensitive data or other cyber security issues, compliance issues, challenges in maintaining and
reporting financial and operational information, and increased costs to remediate any unanticipated issues that arise, any of
which could materially and adversely affect our business, financial condition and results of operations.
We may not be successful in achieving savings and efficiencies from cost reduction initiatives and related strategic
initiatives.
Our strategy includes identifying areas of cost savings and operating efficiencies to expand profit margins and cash flow. As
part of our identification of operating efficiencies, we may continue to seek to dispose of businesses and brands that are less
profitable or are otherwise less of a strategic fit within our core portfolio.
We may not be successful in fully implementing our productivity plans or realizing our anticipated savings and efficiencies,
including potentially as a result of factors outside our control. Additionally, we may not be able to identify or negotiate
divestiture opportunities on terms acceptable to us. If we are unable to fully realize the anticipated savings and efficiencies of
our cost reduction initiatives and related strategic initiatives, our profitability may be materially and adversely impacted.
Our business, operating results and financial condition may be adversely affected by the failure to successfully execute
acquisitions or dispositions or to successfully integrate completed acquisitions.
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From time to time, we evaluate potential acquisitions or dispositions that align with our strategic objectives. The success of
those initiatives depends upon our ability to identify suitable acquisition targets or buyers and successfully negotiate contract
terms, among other factors. These initiatives may present operational risks, including diversion of management’s attention from
other matters, difficulties integrating acquired businesses into our existing operations or separating businesses from our
operations, and challenges presented by acquisitions that may not achieve intended results. If we are not successful in executing
acquisitions or divestitures or in integrating completed acquisitions, our business, operating results and financial condition
could be adversely affected.
We rely on independent certifications for a number of our products.
We rely on independent third-party certifications, such as certifications of our products as “organic,” “Non-GMO” or “kosher,”
to differentiate our products from others. We must comply with the requirements of independent organizations or certification
authorities in order to label our products as certified organic. For example, we can lose our “organic” certification if a
manufacturing plant becomes contaminated with non-organic materials, or if it is not properly cleaned after a production run. In
addition, all raw materials must be certified organic. Similarly, we can lose our “kosher” certification if a manufacturing plant
and raw materials do not meet the requirements of the appropriate kosher supervision organization. The loss of any independent
certifications could adversely affect our market position as an organic and natural products company, which could harm our
business.
Risks Related to Our Reputation, Brands and Intellectual Property
If the reputation of our Company or our brands erodes significantly, including as a result of concerns regarding product
quality or safety or perceptions about our ESG practices, it could have a material impact on our business.
Our financial success is directly dependent on the perception of our Company and our brands among our customers, consumers,
employees and other constituents. Our results could be negatively impacted if our Company or one or more of our brands
suffers substantial damage to its reputation due to real or perceived issues related to the quality or safety of our products.
Further, the success of our brands may suffer if our marketing plans or product initiatives do not have the desired impact on a
brand’s image or its ability to attract consumers.
In addition, customers and consumers are increasingly expressing their expectations that companies and brands act responsibly
in their ESG practices. Any failure to meet such customer or consumer expectations, or any negative publicity regarding our
ESG practices, could impact our reputation with customers, consumers and other constituents, which could have a material
impact on our business.
Our inability to use our trademarks or the trademarks we license from third parties could have a material adverse effect on
our business.
We believe that brand awareness is a significant component in a consumer’s decision to purchase one product over another in
the highly competitive food, beverage and personal care industries. Although we endeavor to protect our trademarks and
tradenames, these efforts may not be successful, and third parties may challenge our right to use one or more of our trademarks
or tradenames. We believe that our trademarks and tradenames are significant to the marketing and sale of our products and that
the inability to utilize certain of these names and marks, and/or the inability to prevent third parties from using similar names or
marks, could have a material adverse effect on our business, results of operations and financial condition.
In addition, we market products under brands licensed under trademark license agreements, including Linda McCartney’s®,
Rose’s®, the Sesame Street name and logo and other Sesame Workshop intellectual property on certain of our Earth’s Best®
products. We believe that these trademarks have significant value and are instrumental in our ability to market and sustain
demand for those product offerings. These trademark license agreements may not remain in effect or be enforceable, and our
license agreements, upon expiration, may not be renewed on acceptable terms or at all.
Risks Related to Economic and Political Considerations
Disruptions in the worldwide economy and the financial markets may adversely impact our business and results of
operations.
Adverse and uncertain economic and market conditions, particularly in the locations in which we operate, may impact customer
and consumer demand for our products and our ability to manage normal commercial relationships with our customers,
suppliers and creditors. Consumers may shift purchases to lower-priced or other perceived value offerings during economic
downturns, which may adversely affect our results of operations. Consumers may also reduce the number of organic and natural
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products that they purchase where there are conventional alternatives, given that organic and natural products generally have
higher retail prices than do their conventional counterparts. In addition, consumers may choose to purchase private label
products rather than branded products, which generally have lower retail prices than do their branded counterparts. Distributors
and retailers may also become more conservative in response to these conditions and seek to reduce their inventories.
Prolonged unfavorable economic conditions may have an adverse effect on any of these factors and, therefore, could adversely
impact our sales and profitability.
Currency exchange rate fluctuations could adversely affect our consolidated financial results and condition.
We are subject to risks related to fluctuations in currency exchange rates. Our consolidated financial statements are presented in
United States Dollars, requiring us to translate our assets, liabilities, revenue and expenses into United States Dollars. As a
result, changes in the values of currencies may unpredictably and adversely impact our consolidated operating results, our asset
and liability balances and our cash flows in our consolidated financial statements even if their value has not changed in their
original currency.
A significant portion of our business has exposure to continued uncertainty and burdens in the United Kingdom following
its exit from the European Union, commonly referred to as “Brexit.”
In fiscal years 2022 and 2021, approximately 26% and 31%, respectively, of our consolidated sales were generated in the
United Kingdom, which continues to experience economic and market uncertainty following Brexit. Brexit has caused and may
continue to cause disruptions to and create uncertainty surrounding our business, including affecting our relationships with our
existing and future customers and suppliers, which could have an adverse effect on our business, financial results and
operations. In addition to ongoing general market uncertainty caused by Brexit, the importing and exporting of goods and
ingredients now involves additional administrative burdens, adding friction and cost to trade between the United Kingdom and
member countries of the European Union.
Risks Related to Information Security and Technology
A cybersecurity incident or other technology disruptions could negatively impact our business and our relationships with
customers.
We depend on information systems and technology, including public websites and cloud-based services, in substantially all
aspects of our business, including communications among our employees and with suppliers, customers and consumers. Such
uses of information systems and technology give rise to cybersecurity risks, including system disruption, security breach,
ransomware, theft, espionage and inadvertent release of information. We have become more reliant on mobile devices, remote
communication and other technologies as part of the recent change in office working patterns, enhancing our cybersecurity risk.
Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and
intellectual property, including customers’ and suppliers’ information, private information about employees, and financial and
strategic information about the Company and its business partners. Further, as we pursue new initiatives that improve our
operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger
technological presence and increased exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks
associated with new initiatives, we may become increasingly vulnerable to such risks.
We have experienced cyber security threats and vulnerabilities in our systems and those of our third party providers. Although,
to date, such prior events have not had a material impact on our financial condition, results of operations or financial condition,
the potential consequences of a future material cybersecurity attack could be significant and could include reputational damage,
litigation with third parties, government enforcement actions, penalties, disruption to systems, unauthorized release of
confidential or otherwise protected information, corruption of data and increased cybersecurity protection and remediation
costs, which in turn could adversely affect our competitiveness, results of operations and financial condition. Due to the
evolving nature of such security threats, the potential impact of any future incident cannot be predicted.
Our business operations could be disrupted if our information technology systems fail to perform adequately.
The efficient operation of our business depends on our information technology systems. We rely on our information technology
systems to effectively manage our business data, communications, supply chain, order entry and fulfillment, and other business
processes. The failure of our information technology systems to perform as we anticipate could disrupt our business and could
result in transaction errors, processing inefficiencies and the loss of sales and customers, causing our business and results of
operations to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from
18
circumstances beyond our control,
interruption could have a material adverse effect on our business.
including fire, natural disasters, system failures and viruses. Any such damage or
Risks Related to ESG Considerations
Climate change may negatively affect our business and operations.
There is concern that carbon dioxide and other greenhouse gases in the atmosphere may have an adverse impact on global
temperatures, weather patterns and the frequency and severity of extreme weather and natural disasters. The spate of recent
extreme weather events, including historic droughts, heatwaves, extreme cold and flooding, presents an alarming trend.
In the event that such climate change has a negative effect on agricultural productivity, we may be subject to decreased
availability or less favorable pricing for certain commodities that are necessary for our products, such as vegetables, fruits,
grains, beans and nuts. As a result of climate change, we may also be subjected to decreased availability of water, deteriorated
quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution
operations.
Liabilities, claims or new laws or regulations with respect to environmental matters could have a significant negative impact
on our business.
As with other companies engaged in similar businesses, the nature of our operations exposes us to the risk of liabilities and
claims with respect to environmental matters, including those relating to the disposal and release of hazardous substances.
Furthermore, our operations are governed by laws and regulations relating to workplace safety and worker health, which,
among other things, regulate employee exposure to hazardous chemicals in the workplace. Any material costs incurred in
connection with such liabilities or claims could have a material adverse effect on our business, results of operations and
financial condition.
The increasing global focus on climate change and the need for corporate change may lead to new environmental laws and
regulations that impact our business. For example, there are a growing number of laws and regulations regarding product
packaging, particularly in Europe. Our compliance with such existing laws and regulations and any new laws or regulations
enacted in the future, or any changes in how existing laws or regulations will be enforced, administered or interpreted, may lead
to an increase in compliance costs, cause us to change the way we operate or expose us to additional risk of liabilities and
claims, which could have a material adverse effect on our business, results of operations and financial condition.
Risks Related to Litigation, Government Regulation and Compliance
We may be subject to significant liability should the consumption of any of our products cause illness or physical harm.
The sale of products for human use and consumption involves the risk of injury or illness to consumers. Such injuries may
result from inadvertent mislabeling, tampering by unauthorized third parties or product contamination or spoilage. Under
certain circumstances, we may be required to recall or withdraw products, suspend production of our products or cease
operations, which may lead to a material adverse effect on our business. In addition, customers may cancel orders for such
products as a result of such events. Even if a situation does not necessitate a recall or market withdrawal, product liability
claims might be asserted against us. While we are subject to governmental inspection and regulations and believe our facilities
and those of our co-manufacturers and suppliers comply in all material respects with all applicable laws and regulations, if the
consumption of any of our products causes, or is alleged to have caused, an illness or physical harm, we may become subject to
claims or lawsuits relating to such matters. For example, as discussed in Note 18, Commitments and Contingencies, in the Notes
to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are subject to consumer class actions, and
other lawsuits alleging some form of personal injury, relating to our Earth’s Best® baby food products. Even if a claim is
unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products were mislabeled, unsafe
or caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers
and our corporate and brand image. Although we maintain product liability and product recall insurance in an amount that we
believe to be adequate, we may incur claims or liabilities for which we are not insured or that exceed the amount of our
insurance coverage. A product liability judgment against us or a product recall could have a material adverse effect on our
business, results of operations and financial condition.
Government regulation could subject us to civil and criminal penalties, and any changes in the legal and regulatory
frameworks in which we operate could make it more costly or challenging to manufacture and sell our products.
We operate in a highly regulated environment with constantly evolving legal and regulatory frameworks. Consequently, we are
subject to a heightened risk of legal claims, government investigations and other regulatory enforcement actions. We are subject
19
to extensive regulations in the United States, United Kingdom, Canada, Europe, Asia, including India, and any other countries
where we manufacture, distribute and/or sell our products. Our products are subject to numerous product safety and other laws
and regulations relating to the registration and approval, sourcing, manufacturing, storing, labeling, marketing, advertising and
distribution of these products. Enforcement of existing laws and regulations, changes in legal or regulatory requirements and/or
evolving interpretations of existing requirements may result in increased compliance costs or otherwise make it more costly or
challenging to manufacture and sell our products, which could materially adversely affect our business, financial condition or
operating results.
Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and
regulations. Legal claims, government investigations or regulatory enforcement actions arising out of our failure or alleged
failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and
adversely affect our product sales, reputation, financial condition and operating results. In addition, the costs and other effects
of defending potential and pending litigation and administrative actions against us may be difficult to determine and could
adversely affect our financial condition and operating results.
Pending and future litigation may lead us to incur significant costs.
We are, or may become, party to various lawsuits and claims arising in the normal course of business, which may include
lawsuits or claims relating to contracts, intellectual property, product recalls, product liability, the marketing and labeling of
products, employment matters, environmental matters, data protection or other aspects of our business as well as any securities
class action and stockholder derivative litigation. For example, as discussed in Note 18, Commitments and Contingencies, in the
Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K, we are currently subject to class actions
and derivative complaints arising out of or related to the Company’s prior internal accounting review. Certain of our former
officers and former members of our Board of Directors, as individual defendants, are also subject to lawsuits related to such
accounting review, and we may have an obligation to indemnify them in relation to these matters. Additionally, as discussed
further in Note 18, we are subject to consumer class actions, and other lawsuits alleging some form of personal injury, relating
to our Earth’s Best® baby food products.
Even when not merited, the defense of these lawsuits may divert our management’s attention, and we may incur significant
expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse
judgments or settlements in some or all of these legal disputes may result in monetary damages, penalties or injunctive relief
against us, which could have a material adverse effect on our results of operations and financial condition. Any claims or
litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or
to obtain adequate insurance in the future.
Compliance with data privacy laws may be costly, and non-compliance with such laws may result in significant liability.
Many jurisdictions in which the Company operates have laws and regulations relating to data privacy and protection of personal
information, including the European Union GDPR and the California Consumer Privacy Act of 2018 (“CCPA”). Other U.S.
states have, in recent years, begun to adopt their own omnibus, industry-neutral privacy statutes, such as Colorado, Connecticut,
Utah and Virginia. Failure to comply with GDPR or CCPA requirements or other data privacy laws could result in litigation,
adverse publicity and significant penalties and damages. The law in this area continues to develop, and the changing nature of
privacy laws could impact the Company’s processing of personal information related to the Company’s employees, consumers,
customers and vendors. The enactment of more restrictive laws, rules or regulations or future enforcement actions or
investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in
regulatory penalties and significant liability.
Risks Related to Our Credit Agreement
Any default under our credit agreement could have significant consequences.
Our credit agreement contains covenants imposing certain restrictions on our business. These restrictions may affect our ability
to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. The credit
agreement contains restrictive covenants including, with specified exceptions, limitations on our ability to engage in certain
business activities, incur debt and liens, make capital expenditures, pay dividends or make other distributions, enter into affiliate
transactions, consolidate, merge or acquire or dispose of assets, and make certain investments, acquisitions and loans. The
credit agreement also requires us to satisfy certain financial covenants, such as maintaining a minimum consolidated interest
coverage ratio and a maximum consolidated leverage ratio.
20
Our ability to comply with these covenants under the credit agreement may be affected by events beyond our control, including
prevailing economic, financial and industry conditions. The breach of any of these covenants could result in a default, which
would permit the lenders to declare all outstanding debt to be due and payable, together with accrued and unpaid interest. Our
obligations under the credit agreement are guaranteed by certain existing and future domestic subsidiaries of the Company and
are secured by liens on assets of the Company and its material domestic subsidiaries, including the equity interest in each of
their direct subsidiaries and intellectual property, subject to agreed upon exceptions. Any default by us under the credit
agreement could have a material adverse effect on our business and financial condition.
We may be adversely impacted by the discontinuation of the London Interbank Offered Rate, or LIBOR.
We have loans under our credit facility and interest rate swap agreements that are indexed to LIBOR, which is being replaced.
While we have sought to reduce future interest rate volatility by entering into floating rate to fixed rate swap agreements with
respect to a substantial portion of our outstanding indebtedness, the transition away from LIBOR may nonetheless cause us to
incur increased costs and additional risk. Following the transition, interest rates will generally be based on an alternative
variable rate specified in the documentation governing our indebtedness or swaps or as otherwise agreed upon. The alternative
variable rate could be higher and more volatile than LIBOR prior to its discontinuance.
Certain risks arise in transitioning contracts to an alternative variable rate. The method of transitioning to an alternative rate
may be challenging and may require substantial negotiation with the counterparty to each contract. If a contract is not
transitioned to an alternative variable rate, the impact is likely to vary by contract.
Risks Related to Corporate Governance
Our ability to issue preferred stock may deter takeover attempts.
Our Board of Directors is empowered to issue, without stockholder approval, preferred stock with dividends, liquidation,
conversion, voting or other rights, which could decrease the amount of earnings and assets available for distribution to holders
of our common stock and adversely affect the relative voting power or other rights of the holders of our common stock. In the
event of issuance, the preferred stock could be used as a method of discouraging, delaying or preventing a change in control.
Our amended and restated certificate of incorporation authorizes the issuance of up to 5 million shares of “blank check”
preferred stock with such designations, rights and preferences as may be determined from time to time by our Board of
Directors. Although we have no present intention to issue any shares of our preferred stock, we may do so in the future under
appropriate circumstances.
General Risk Factors
We may be subject to significant liability that is not covered by insurance.
While we believe that the extent of our insurance coverage is consistent with industry practice, such coverage does not cover all
losses we may incur, even in areas for which we have coverage. Our insurance policies are subject to coverage exclusions,
deductibles and caps, and any claim we make under our insurance policies may be subject to such limitations. Any claim we
make may not be honored fully, in a timely manner, or at all, and we may not have purchased sufficient insurance to cover all
losses incurred. If we were to incur substantial liabilities or if our business operations were interrupted for a substantial period
of time, we could incur costs and suffer losses. Additionally, in the future, insurance coverage may not be available to us at
commercially acceptable premiums, or at all.
An impairment in the carrying value of goodwill or other acquired intangible assets could materially and adversely affect
our consolidated results of operations and net worth.
As of June 30, 2022, we had goodwill of $933.8 million and trademarks and other intangibles assets of $477.5 million, which in
the aggregate represented 57% of our total consolidated assets. The net carrying value of goodwill represents the fair value of
acquired businesses in excess of identifiable assets and liabilities as of the acquisition date (or subsequent impairment date, if
applicable). The net carrying value of trademarks and other intangibles represents the fair value of trademarks, customer
relationships and other acquired intangibles as of the acquisition date (or subsequent impairment date, if applicable), net of
accumulated amortization. Goodwill and other acquired intangibles expected to contribute indefinitely to our cash flows are not
amortized, but must be evaluated by management at least annually for impairment. Amortized intangible assets are evaluated
for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be
recoverable. Impairments to goodwill and other intangible assets may be caused by factors outside our control, such as
increasing competitive pricing pressures, changes in discount rates based on changes in cost of capital (interest rates, etc.),
21
lower than expected sales and profit growth rates, changes in industry Earnings Before Interest Taxes Depreciation and
Amortization (“EBITDA”) multiples, the inability to quickly replace lost co-manufacturing business, or the bankruptcy of a
significant customer. We have in the past recorded, and may in the future be required to record, significant charges in our
consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined.
The incurrence of impairment charges could negatively affect our results of operations and adversely impact our net worth and
our consolidated earnings in the period of such charge.
Item 1B.
Unresolved Staff Comments
None.
22
Item 2.
Properties
Our principal facilities, which are leased except where otherwise indicated, are as follows:
Primary Use
North America:
Location
Approximate
Square Feet
q
Expiration of
Lease
Headquarters office
Distribution - All brands
Distribution center (Grocery, snacks, and personal care
products)
Lake Success, NY
Allentown, PA
Ontario, CA
Manufacturing and distribution center (Snack products)
Mountville, PA
Manufacturing and offices (Tea)
Distribution (Dry goods)
Manufacturing and distribution (Personal care)
Manufacturing and distribution (Snack products)
Distribution (Personal care)
Manufacturing (Plant-based foods)
Manufacturing and distribution (Snack products)
Manufacturing and offices (Personal care)
Distribution (Tea)
Boulder, CO
Mississauga, ON,
Canada
Bell, CA
Lancaster, PA
Mississauga, ON,
Canada
Vancouver, BC,
Canada
York, PA
Mississauga, ON,
Canada
Boulder, CO
Manufacturing (Plant-based foods)
Trenton, ON, Canada
International:
Manufacturing and offices (Ambient grocery products)
Manufacturing, distribution and offices (Plant-based
beverages)
Manufacturing
Distribution
Distribution
Distribution
Manufacturing (Chilled soups)
Manufacturing (Plant-based frozen and chilled products)
Distribution (Soups, hot desserts, chilled products, grocery)
Manufacturing (Hot-eating desserts)
Manufacturing and distribution (Plant-based foods and
beverages)
Histon, England
Troisdorf, Germany
Oberwart, Austria
Loipersdorf, Austria
Gent, Belgium
Niederziers, Germany
Grimsby, England
Fakenham, England
Peterborough,
England
Clitheroe, England
Schwerin, Germany
86,000
497,000
373,000
161,000
158,000
136,000
125,000
119,000
81,000
76,000
71,000
61,000
57,000
47,000
303,000
131,000
117,000
74,000
64,000
54,000
54,000
52,000
43,000
42,000
36,000
2029
2032
2023
2040
Owned
2029
2028
2031
2029
Owned
2030
2025
2031
2028
Owned
2037
At will
At will
At will
At will
2029
Owned
2024
2031
Owned
We also lease space for other smaller offices and facilities in the United States, United Kingdom, Canada, Europe and other
parts of the world.
In addition to the foregoing distribution facilities operated by us, we also utilize bonded public warehouses from which
deliveries are made to customers.
For further information regarding our lease obligations, see Note 7, Leases, in the Notes to Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K. For further information regarding the use of our properties by segments, see Item
1, “Business - Production” of this Form 10-K.
23
Item 3.
Legal Proceedings
The information called for by this item is incorporated herein by reference to Note 18, Commitments and Contingencies, in the
Notes to the Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K.
Item 4.
Mine Safety Disclosures
Not applicable.
24
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Outstanding shares of our common stock, par value $0.01 per share, are listed on The Nasdaq Stock Market LLC under the
ticker symbol “HAIN”.
Holders
As of August 18, 2022, there were 222 holders of record of our common stock.
Dividends
We have not paid any cash dividends on our common stock to date. The payment of all dividends will be at the discretion of our
Board of Directors and will depend on, among other things, future earnings, operations, capital requirements, contractual
restrictions, including restrictions under our credit facility, our general financial condition and general business conditions.
Issuance of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The table below sets forth information regarding repurchases by the Company of its common stock during the periods
indicated.
Period
April 1, 2022 - April 30, 2022
May 1, 2022 - May 31, 2022
June 1, 2022 - June 30, 2022
Total
(1)
(2)
(a)
Total number
of shares
purchased (1)
(b)
Average
price paid
per share
(c)
Total number of
shares purchased
as part of
publicly
announced plans
(d)
Approximate dollar value
of shares that may yet be
purchased under the plans (in
millions) (2)
213
$
292
500,713
501,218
$
33.54
24.78
26.13
28.15
— $
—
500,000
500,000
186.6
186.6
173.5
Includes shares surrendered for payment of employee payroll
taxes due on shares issued under stock-based
compensation plans and shares repurchased under share repurchase programs approved by the Board of Directors.
See (2) below for further details.
In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to
$250 million, $300 million and $200 million of the Company’s issued and outstanding common stock, respectively.
Share repurchases under each of the 2021 and 2022 authorizations commenced after the previous authorizations were
fully utilized. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in
private transactions or otherwise. The current 2022 authorization does not have a stated expiration date. The extent to
which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions
and other corporate considerations. During the quarter ended June 30, 2022, the Company repurchased 500,000
shares under the repurchase program for a total of $13 million, excluding commissions, at an average price of $26.13
per share. As of June 30, 2022, the Company had $174 million of remaining authorization under the share repurchase
program.
25
Stock Performance Graph
The following graph compares the performance of our common stock to the S&P 500 Index, the S&P Smallcap 600 Index and
the S&P Packaged Foods & Meats Index (in which we are included) for the period from June 30, 2017 through June 30, 2022.
$200
$150
$100
$50
$0
6/17
6/18
6/19
6/20
6/21
6/22
The Hain Celestial Group, Inc.
S&P 500
S&P Smallcap 600
S&P Packaged Foods & Meats
Item 6.
[Reserved]
26
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (this “MD&A”) should be read
in conjunction with Item 1A and the Consolidated Financial Statements and the related notes thereto for the period ended
June 30, 2022 included in Item 8 of this Form 10-K. Forward-looking statements in this Form 10-K are qualified by the
cautionary statement included under the heading, “Forward-Looking Statements” at the beginning of this Form 10-K.
This MD&A generally discusses fiscal 2022 and fiscal 2021 items and year-to-year comparisons between fiscal 2022 and fiscal
2021. Discussions of fiscal 2020 items and year-to-year comparisons between fiscal 2021 and fiscal 2020 that are not included
in this Form 10-K can be found in “Part II, Item 7, Management's Discussion and Analysis of Financial Condition and Results
of Operations” of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021, which was filed with
the SEC on August 26, 2021 and is available on the SEC’s website at www.sec.gov.
Overview
The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” and herein
referred to as “Hain Celestial,” “we,” “us” and “our”), was founded in 1993 and is headquartered in Lake Success, New York.
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 in over 75 countries
worldwide.
The Company manufactures, markets, distributes and sells organic and natural products, providing consumers with the
opportunity to lead A Healthier Way of Life®. The Company’s food and beverage brands include Celestial Seasonings®,
Clarks™, Cully & Sully®, Earth’s Best®, Ella’s Kitchen®, Frank Cooper’s®, Garden of Eatin’®, Hartley’s®, Health Valley®,
Imagine®, Joya®, Lima®, Linda McCartney’s® (under license), MaraNatha®, Natumi®, New Covent Garden Soup Co.®,
ParmCrisps®, Robertson’s®, Rose’s® (under license), Sensible Portions®, Spectrum®, Sun-Pat®, Terra®, The Greek Gods®,
Thinsters®, Yorkshire Provender® and Yves Veggie Cuisine®. The Company’s personal care brands include Alba Botanica®,
Avalon Organics®, JASON®, Live Clean®, and Queen Helene®.
Our previous strategy, which we refer to as Hain 2.0, was executed under four key pillars—(1) simplify our portfolio; (2)
strengthen our capabilities; (3) expand profit margins and cash flow; and (4) reinvigorate profitable topline growth. This
strategy has laid the foundation for Hain 3.0, our vision and strategy for the next several years, which is about building a global
healthy food and beverage company with industry-leading top line growth. We believe Hain 3.0 positions us as an advantaged
and differentiated company, as compared to others in the food industry, for several reasons:
•
•
•
•
we are primarily focused on health and wellness,
we are a global company in high-growth categories with opportunities for expansion in existing and new channels and
geographies,
we have unique and advantaged brands with strong points of difference, and
given our size, small wins can drive material incremental growth.
We have re-segmented the brand portfolio with a more global view to where we have the most growth potential. As a result, we
have migrated from a strategy focused on rejuvenating North America behind a construct of “Get Bigger" and "Get Better”
brand categories to one that focuses on growing global brands in categories where we think we have the most potential. The
categories we have identified are called Turbocharge, Targeted Investment, and Fuel:
•
•
The Turbocharge brands are leading-share brands in what we believe to be very high-growth categories. The
Turbocharge brands are made up of snacks as well as plant-based meat and non-dairy beverages. Our snacks
businesses include brands both within the United States and in International, while our meat and dairy alternatives are
concentrated outside the United States.
The Targeted Investment brands are made up of leading-share brands in lower-growth categories. To date, we have
demonstrated our ability to drive market share and reinvigorate these categories, and we expect that we can continue to
do this in the future. The Targeted Investment brands are made up of tea, baby, yogurt, and personal care products.
27
•
The Fuel brands are stable brands that will be leveraged to fuel investment in the Turbocharge and Targeted
Investment categories. Fuel brands are made up of premium pantry brands with scale, in categories such as soup,
cooking oils and nut butters.
We refer to the Turbocharge brands and Targeted Investment brands together as our Growth brands.
Additionally, as part of Hain 3.0, we will continue to simplify our brand portfolio as we continue to identify brands that are
declining and have low margins, which we refer to as Simplify brands. We view Simplify brands to be subscale declining
businesses that have limited long-term potential for the Company, and therefore will manage such brands for profit until they
are potentially divested, likely over the course of the next several years. Acquisitions are expected to play a role in Hain 3.0,
and part of our capital allocation strategy is focused on actively looking for appropriate targets in the market. As we continue to
simplify and stabilize the organization and consolidate sales into fewer priority categories, we believe we are well-positioned
and expect to make targeted acquisitions supported by our borrowing capacity to help us further strengthen our position in those
categories.
Increased Supply Chain Disruptions
During fiscal year 2022, we experienced increased disruption in our supply chain network, including the supply of certain
ingredients, packaging, and other sourced materials, which has resulted in higher than expected inflation, including escalating
transportation and other supply chain costs. We expect these inflationary cost increases to continue, although we expect they
will be partially mitigated by pricing actions implemented in fiscal year 2022 and the pricing actions that we plan to implement
in fiscal year 2023. It is possible that more significant disruptions to our supply chain could occur.
Russia-Ukraine War
Although we have no material assets in Russia, Belarus or Ukraine, our supply chain was adversely impacted by the Russia-
Ukraine war during the fiscal year ended June 30, 2022, and we continue to face other challenges and risks arising from the
war. In particular, the war has added significant costs to existing inflationary pressures through increased fuel and raw material
prices and labor costs. Further, beyond increased costs, labor challenges and other factors have led to supply chain disruptions.
While, to date, we have been able to identify replacement raw materials where necessary, we have incurred increased costs in
doing so. For example, the supply of sunflower oil has become constrained, compelling us to identify and procure alternative
oils. The war has also negatively impacted consumer sentiment, particularly in Europe, with some consumers shifting to lower-
priced products, which has somewhat affected demand for our products. Additionally, we face increased cybersecurity risks, as
companies based in the United States and its allied countries have become targets of malicious cyber activity. While we are
continuing to monitor and manage the impacts of the war on our business, the extent to which the Russia-Ukraine war and the
related economic impact may affect our financial condition or results of operations remains uncertain.
COVID-19
The COVID-19 pandemic continues to contribute to challenging and unprecedented conditions. Challenges exacerbated by the
ongoing effects of the pandemic include but are not limited to:
• manufacturing and supply chain challenges, including labor market shortages;
•
•
a shifting demand environment as a result of changing consumer behaviors amid uncertain economic conditions; and
increased costs of operating our business and managing our supply chain.
If we are unable to successfully manage our business through the continued challenges and uncertainty related to the
COVID-19 pandemic, our business and operating results could be materially adversely affected.
Acquisition
On December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We
Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll" ("THWR"), the producer and marketer of
ParmCrisps® and Thinsters®. We believe the acquisition of these two fast-growing, better-for-you brands deepens the
Company's position in the snacking category and represents a significant step in establishing the Company as a high-growth,
global, healthy food company. See Note 4, Acquisitions and Dispositions, in the Notes to the Consolidated Financial Statements
included in Part II, Item 8 of this Form 10-K for additional details.
Discontinued Operations
28
On August 27, 2019, the Company and Ebro Foods S.A. (the “Purchaser”) entered into, and consummated the transactions
contemplated by, an agreement relating to the sale and purchase of the entities comprising the Company’s Tilda operating
segment and certain other assets of the Tilda business.
Results of Operations
Comparison of Fiscal Year Ended June 30, 2022 to Fiscal Year Ended June 30, 2021
Consolidated Results
The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the
fiscal years ended June 30, 2022 and 2021 (amounts in thousands, other than percentages which may not add due to rounding):
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Amortization of acquired intangible assets
Productivity and transformation costs
Proceeds from insurance claims
Long-lived asset and intangibles impairment
Operating income
Interest and other financing expense, net
Fiscal Year Ended June 30,
Change in
2022
2021
Dollars
$ 1,891,793
100.0 % $ 1,970,302
100.0 % $ (78,509)
Percentage
(4.0)%
1,464,352
427,441
300,665
10,214
10,174
(196)
1,903
104,681
12,570
77.4 %
22.6 %
15.9 %
0.5 %
0.5 %
— %
0.1 %
5.5 %
0.7 %
1,478,687
491,615
302,368
8,931
15,608
(592)
57,920
107,380
8,654
75.0 %
25.0 %
15.3 %
0.5 %
0.8 %
— %
2.9 %
5.4 %
0.4 %
(14,335)
(1.0)%
(64,174)
(13.1)%
(1,703)
1,283
(0.6)%
14.4 %
(5,434)
(34.8)%
396
(66.9)%
(56,017)
(96.7)%
(2,699)
3,916
(2.5)%
45.3 %
Other income, net
(11,380)
(0.6)%
(10,067)
(0.5)%
(1,313)
13.0%
Income from continuing operations before
income taxes and equity in net loss of equity-
method investees
Provision for income taxes
Equity in net loss of equity-method
investees
Net income from continuing operations
Net income from discontinued operations, net
of tax
Net income
Adjusted EBITDA
Net Sales
103,491
5.5 %
108,793
5.5 %
(5,302)
(4.9)%
22,716
2,902
1.2 %
0.2 %
41,093
2.1 %
(18,377)
(44.7)%
1,591
0.1 %
1,311
82.4 %
77,873
4.1 % $
66,109
3.4 % $ 11,764
17.8 %
—
— %
11,255
0.6 %
(11,255)
(100.0)%
77,873
4.1 % $
77,364
3.9 % $
509
0.7%
200,616
10.6 % $
258,938
13.1 % $ (58,322)
(22.5)%
$
$
$
Net sales in fiscal 2022 were $1.89 billion, a decrease of $78.5 million, or 4.0%, from net sales of $1.97 billion in fiscal 2021 as
a result of a decrease in sales in the International reportable segment partially offset by an increase in sales in the North
America reportable segment. On a constant currency basis, adjusted for the impact of acquisitions, divestitures and discontinued
brands, net sales decreased approximately 0.4% from the prior comparable period. On an adjusted basis, net sales decreased in
the International reportable segment, which was partially offset by an increase in the North America reportable segment.
Further details of changes in adjusted net sales by segment are provided below in the Segment Results section.
29
Gross Profit
Gross profit in fiscal 2022 was $427.4 million, a decrease of $64.2 million, or 13.1%, from gross profit of $491.6 million in
fiscal 2021. Gross profit margin was 22.6% of net sales, compared to 25.0% in the prior year. The decrease in gross profit
margin was due to both the North America and International reportable segments. The North America reportable segment had a
decrease in gross profit mainly due to inflationary and supply chain challenges, such as continued industry-wide distribution
and warehousing cost pressures driven by labor shortages, freight carrier availability and other freight cost issues, as well as
lower net sales in the Canada operating segment when compared with the prior year. The decrease in the International
reportable segment was mainly due to lower net sales in the United Kingdom and Europe operating segments, coupled with
higher energy and supply chain costs when compared to the prior year, partially offset by higher net sales in the Ella's Kitchen
UK operating segment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $300.7 million in fiscal 2022, a decrease of $1.7 million, or 0.6%, from
$302.4 million in fiscal 2021. The decrease was mainly due to the International reportable segment as a result of lower people-
related expenses in the Europe and United Kingdom operating segments, partially offset by higher selling expenses in the Ella’s
Kitchen UK operating segment. The decrease was partially offset by an increase in the North America reportable segment due
to the acquisition of THWR in the United States operating segment as well as an increase in Corporate and Other as a result of
higher transaction costs incurred in fiscal year 2022 including costs related to the acquisition of THWR, advisory costs related
to the divestiture by affiliates of Engaged Capital, LLC of their shares of the Company's common stock, as well as higher
litigation expenses related to the baby food litigation described in Note 18, Commitments and Contingencies, in the Notes to the
Consolidated Financial Statements included in Item 8 of this Form 10-K. Selling, general and administrative expenses as a
percentage of net sales was 15.9% in the twelve months ended June 30, 2022 compared to 15.3% in the prior year, attributable
to the aforementioned items.
Amortization of Acquired Intangibles
Amortization of acquired intangibles was $10.2 million in fiscal 2022, an increase of $1.3 million, or 14.4%, from $8.9 million
in fiscal 2021 due to the acquisition of THWR in the current fiscal year, partially offset by lower amortization expense in the
current year as a result of prior year dispositions that occurred in the latter part of fiscal 2021.
Productivity and Transformation Costs
Productivity and transformation costs were $10.2 million in fiscal 2022, a decrease of $5.4 million or 34.8% from $15.6
million in fiscal 2021. The decrease was due to reduced spending related to productivity and transformation initiatives as the
current transformation effort approaches its conclusion.
Proceeds from Insurance Claims
During fiscal 2021, the Company received $0.6 million as payment from an insurance claim related to a litigation described in
Note 18, Commitments and Contingencies, in the Notes to the Consolidated Financial Statements included in Item 8 of this
Form 10-K. During fiscal year 2022, the Company received $0.2 million as payment from an insurance claim.
Long-Lived Asset and Intangibles Impairment
During fiscal 2022, the Company recorded an impairment of $1.6 million related to an indefinite-lived intangible asset as
described in Note 8, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements included in
Item 8 of this Form 10-K. During fiscal 2021, the Company recorded a pre-tax impairment charge of $57.9 million, of which
$56.1 million related to the reserve recorded against the assets of the Company's United Kingdom Fruit business (see Note 4,
Acquisitions and Dispositions, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K) and
$1.6 million related to impairment of property, plant and equipment and other non-current assets.
Operating Income
Operating income in fiscal 2022 was $104.7 million compared to operating income of $107.4 million in fiscal 2021 due to the
items described above.
Interest and Other Financing Expense, Net
30
Interest and other financing expense, net totaled $12.6 million in fiscal 2022, an increase of $3.9 million, or 45.3%, from $8.7
million in the prior year. The increase resulted primarily from a higher outstanding debt balance driven primarily by the
acquisition of THWR in the current fiscal year as well as share repurchase activity and an increase in interest rates. See Note
10, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Other Income, Net
Other income, net totaled $11.4 million in fiscal 2022, an increase of $1.3 million from $10.1 million in the prior year. The
change was primarily attributable to a higher gain on sale of assets in the current year than in the prior year.
Income from Continuing Operations Before Income Taxes and Equity in Net Loss of Equity-Method Investees
Income before income taxes and equity in the net loss of our equity-method investees for fiscal 2022 was $103.5 million
compared to $108.8 million in fiscal 2021. The decrease was due to the items discussed above.
Provision for Income Taxes
The provision for income taxes includes federal, foreign, state and local income taxes. Our income tax expense from continuing
operations was $22.7 million and $41.1 million for fiscal 2022 and 2021, respectively.
The effective income tax rate from continuing operations was 21.9% and 37.8% of pre-tax income for the twelve months ended
June 30, 2022 and 2021, respectively. The effective income tax rate from continuing operations for the twelve months ended
June 30, 2022 was primarily impacted by reversal of uncertain tax position accruals based on filing and approval of certain
elections by taxing authorities, deductions related to stock-based compensation, non-deductible transaction costs related to the
acquisition of THWR (see Note 4, Acquisitions and Dispositions), the reversal of a valuation allowance due to the utilization of
a capital loss carryover, and the finalization of prior fiscal year income tax returns.
The effective income tax rate from continuing operations for the twelve months ended June 30, 2021 was primarily impacted by
various discrete items including the tax impact of the Fruit business impairment and disposal, and the enacted change in the
United Kingdom’s corporate income tax rate from 19% to 25%.
Our 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.
See Note 11, Income Taxes, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for
additional information.
Equity in Net Loss of Equity-Method Investees
Our equity in the net loss from our equity method investments for fiscal 2022 was $2.9 million compared to $1.6 million for
fiscal 2021. See Note 14, Investments, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Net Income from Continuing Operations
Net income from continuing operations for fiscal 2022 was $77.9 million compared to net income of $66.1 million for
fiscal 2021. Net income per diluted share was $0.83 in fiscal 2022 compared to net income per diluted share of $0.65 in fiscal
2021. The increase was attributable to the factors noted above as well as the year-over-year reduction in outstanding shares.
Net Income from Discontinued Operations, Net of Tax
Net income from discontinued operations, net of tax, was nil for fiscal 2022 and $11.3 million or $0.11 per diluted share
for fiscal 2021.
During the twelve months ended June 30, 2021, the Company recognized an $11.3 million adjustment to the Tilda business
primarily related to the recognition of a deferred tax benefit. See Note 4, Acquisitions and Dispositions, in the Notes to
Consolidated Financial Statements included in Item 8 of this Form 10-K.
31
Net Income
Net income for fiscal 2022 was $77.9 million compared to $77.4 million for fiscal 2021. Net income per diluted share was
$0.83 in fiscal 2022 compared to $0.76 in 2021. The change was attributable to the factors noted above as well as the year-over-
year reduction in shares.
Adjusted EBITDA
Our consolidated Adjusted EBITDA was $200.6 million and $258.9 million for fiscal 2022 and 2021, respectively, as a result
of the factors discussed above. See Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures following
the discussion of our results of operations for definitions and a reconciliation of our net income to Adjusted EBITDA.
Segment Results
The following table provides a summary of net sales and operating income (loss) by reportable segment for the fiscal years
ended June 30, 2022 and 2021:
(dollars in thousands)
Fiscal 2022 net sales
Fiscal 2021 net sales
$ change
% change
Fiscal 2022 operating income (loss)
Fiscal 2021 operating income (loss)
$ change
% change
North America
International
Corporate and
Other
Consolidated
$
$
$
$
$
$
1,163,132
1,104,128
59,004
5.3 %
93,732
129,010
(35,278)
$
$
$
$
$
$
728,661
866,174
(137,513)
(15.9)%
79,076
38,036
41,040
$
$
$
$
$
— $
1,891,793
— $
1,970,302
n/a $
(78,509)
n/a
(4.0)%
(68,127)
(59,666)
(8,461)
$
$
$
104,681
107,380
(2,699)
(27.3)%
107.9 %
(14.2)%
(2.5)%
Fiscal 2022 operating income margin
Fiscal 2021 operating income margin
8.1 %
11.7 %
10.9 %
4.4 %
n/a
n/a
5.5 %
5.4 %
North America
Our net sales in the North America reportable segment for fiscal 2022 were $1.16 billion, an increase of $59.0 million, or 5.3%,
from net sales of $1.10 billion in fiscal 2021. On a constant currency basis, adjusted for the impact of acquisitions, divestitures
and discontinued brands, net sales increased by 3.5%. The increase of 3.5% was mainly due to price increases that occurred in
the latter half of the fiscal year as well as stronger sales in snacks, baby, personal care and other product categories in the
United States operating segment. In the Canada operating segment, adjusted sales decreased compared to the prior year
primarily due to lower sales in personal care and meat-free product categories. Operating income in North America in fiscal
2022 was $93.7 million, a decrease of $35.3 million, or 27.3%, from $129.0 million in fiscal 2021. The decrease was driven by
inflationary and supply chain challenges such as continued industry-wide distribution and warehousing cost pressures driven by
labor shortages, freight carrier availability and other freight cost issues, as well as lower net sales in the Canada operating
segment when compared with the prior year; this is partially offset by incremental operating income generated by THWR,
which was acquired in the current fiscal year.
International
Net sales in the International reportable segment for fiscal 2022 were $728.7 million, a decrease of $137.5 million, or 15.9%,
from net sales of $866.2 million in fiscal 2021. On a constant currency basis, and adjusted for the impact of divestitures and
discontinued brands, net sales decreased by 5.6% from fiscal 2021. The decrease in adjusted net sales was due to a decline in
sales in the Europe and United Kingdom operating segments, partially offset by an increase in sales in the Ella's Kitchen UK
operating segment. The net sales decrease in the Europe operating segment was primarily due to the loss of a large non-dairy
co-manufacturing customer. The net sales decrease in the United Kingdom was due to lower sales volume and the impact of
shipment halts during the price increase negotiations with certain customers. The net sales increase in the Ella's Kitchen UK
operating segment was due to higher sales coming out of the COVID-19 pandemic, since Ella's Kitchen UK sales were
32
negatively impacted in the prior year due to a slow-down in consumer demand for baby food as a result of the COVID-19
pandemic stay-at-home requirements. Operating income in our International reportable segment in fiscal 2022 was $79.1
million, an increase of $41.0 million from operating income of $38.0 million in fiscal 2021. The increase mainly reflected non-
recurring charges associated with the Fruit business impairment that were recognized in the prior year period. In addition, the
International reportable segment incurred lower selling, general and administrative expenses for the reasons noted above.
Corporate and Other
Our Corporate and Other category consists of expenses related to the Company’s centralized administrative functions, which do
not specifically relate to an operating segment. Such Corporate and Other expenses are comprised mainly of compensation and
related expenses of certain of the Company’s senior executive officers and other employees who perform duties related to our
entire enterprise, litigation expense and expenses for certain professional fees, facilities, and other items which benefit the
Company as a whole. Our Corporate and Other expenses for fiscal 2022 were $68.1 million, an increase of $8.5 million, or
14.2%, from $59.7 million in fiscal 2021. This change was primarily related to higher transaction costs incurred in fiscal year
2022 including costs related to the acquisition of THWR and advisory costs related to the divestiture by affiliates of Engaged
Capital, LLC of their shares of the Company's common stock, as well as higher litigation expenses related to the baby food
litigation described in Note 18, Commitments and Contingencies, partially offset by lower executive bonus payout related to
fiscal 2022.
Refer to Note 20, Segment Information, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form
10-K for additional details.
Liquidity and Capital Resources
We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings
available to us under our Amended Credit Agreement. See Note 10, Debt and Borrowings, in the Notes to the Consolidated
Financial Statements included in Item 8 of this Form 10-K.
Amended and Restated Credit Agreement
On December 22, 2021, the Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated
Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for senior secured financing of $1.1 billion in the
aggregate, consisting of (1) $300.0 million in aggregate principal amount of term loans (the "Term Loans") and (2) an $800.0
million senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is
comprised of a $440.0 million U.S. revolving credit facility and $360.0 million global revolving credit facility) (the
"Revolver"). Both the Revolver and the Term Loans mature on December 22, 2026.
Our cash and cash equivalents balance decreased by $10.4 million at June 30, 2022 to $65.5 million compared to $75.9 million
at June 30, 2021. Our working capital, which excludes assets held for sale, was $329.0 million at June 30, 2022, an increase of
$44.2 million from $284.7 million at the end of fiscal 2021.
Liquidity is affected by many factors, some of which are based on normal ongoing operations of the Company’s business and
some of which arise from fluctuations related to global economics and markets. Our cash balances are held in the United States,
the United Kingdom, Canada, Europe, the Middle East, and India. The Company continues to reinvest $809.2 million of
undistributed earnings of its foreign subsidiaries and may be subject to additional foreign withholding taxes and U.S. state
income taxes if it reverses its indefinite reinvestment assertion on these foreign earnings in the future. All other outside basis
differences not related to earnings were impractical to account for at this point in time and are currently considered as being
permanent in duration.
33
We maintain our cash and cash equivalents primarily in money market funds or their equivalent. As of June 30, 2022, all of our
investments were expected to mature in less than three months. Accordingly, we do not believe that our investments have
significant exposure to interest rate risk. Cash provided by (used in) operating, investing and financing activities is summarized
below.
(amounts in thousands)
Cash flows provided by (used in):
Operating activities from continuing operations
Investing activities from continuing operations
Financing activities from continuing operations
Increase in cash from continuing operations
Effect of exchange rate changes on cash
Fiscal Year Ended June 30,
2022
2021
$
80,241
$
196,759
(288,309)
212,787
4,719
(15,078)
(2,364)
(162,443)
31,952
6,148
38,100
Net (decrease) increase in cash and cash equivalents
$
(10,359) $
Cash provided by operating activities from continuing operations was $80.2 million for the fiscal year ended June 30, 2022,
compared to $196.8 million in fiscal 2021. The decrease in cash provided by operating activities in fiscal 2022 compared to
fiscal 2021 resulted primarily from a reduction of $49.6 million in net income adjusted for non-cash charges in the current year
and lower cash generation of $66.9 million from our working capital accounts which was mainly due to a refund of $53.8
million received by the Company in the prior year from the Coronavirus Aid, Relief, and Economic Security Act (the "CARES
Act").
Cash used in investing activities from continuing operations was $288.3 million for the fiscal year ended June 30, 2022, an
increase of $285.9 million from $2.4 million in fiscal 2021 primarily due to the acquisition of THWR in the current year,
partially offset by $12.3 million in proceeds from the sale of assets in the current year, which was primarily related to the sale of
undeveloped land plots in Boulder, Colorado.
Cash provided by financing activities from continuing operations was $212.8 million for the fiscal year ended June 30, 2022
and included $659.3 million of net borrowings of our Revolver and Term Loans, $410.5 million of share repurchases and $32.7
million of employee shares withheld for taxes. Cash used in financing activities from continuing operations was $162.4 million
for fiscal 2021 and primarily included net repayments of $50.0 million on our revolving credit facility, $106.1 million of share
repurchases and $4.3 million of employee shares withheld for taxes.
Operating Free Cash Flow from Continuing Operations
Our operating free cash flow was $40.3 million for fiscal 2022, a decrease of $84.9 million from fiscal 2021. The decrease in
operating free cash flow primarily resulted from lower net income adjusted for non-cash items of $49.6 million and cash used
within working capital accounts of $66.9 million, due to a tax refund receivable of $52.5 million that was received in fiscal
2021; the receivable resulted from the carryback of net operating losses (“NOLs”) under the CARES Act. This was partially
offset by a decrease in our capital expenditures of $31.6 million. Refer to the Reconciliation of Non-U.S. GAAP Financial
Measures to U.S. GAAP Measures following the discussion of our results of operations for definitions and a reconciliation from
our net cash provided by operating activities from continuing operations to operating free cash flow from continuing operations.
Capital Expenditures
During fiscal 2022, our aggregate capital expenditures used in continuing operations were $40.0 million, which was lower than
expected primarily due to supply chain challenges and labor availability. We expect to spend approximately 3% of net sales for
capital projects in fiscal 2023.
Share Repurchase Program
In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to $250.0
million, $300.0 million and $200.0 million of the Company’s issued and outstanding common stock, respectively. Share
repurchases under each of the 2021 and 2022 authorizations commenced after the previous authorizations were fully utilized.
Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or
otherwise. The current 2022 authorization does not have a stated expiration date. The extent to which the Company repurchases
its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations. In
34
November 2021, the Company entered into a share repurchase agreement with affiliates of Engaged Capital, LLC (collectively,
the “Selling Stockholders”), pursuant to which the Company repurchased 1.7 million shares directly from the Selling
Stockholders at a price of $45.00 per share (see Note 21, Related Party Transactions). During fiscal 2022, the Company
inclusive of the shares repurchased from the Selling
repurchased 10.6 million shares under the repurchase program,
Stockholders, for a total of $408.9 million, excluding commissions, at an average price of $38.48 per share. As of June 30,
2022, the Company had $173.5 million of remaining authorization under the share repurchase program. During fiscal 2021, the
Company repurchased 3.1 million shares under the repurchase program for a total of $107.4 million, excluding commissions, at
an average price of $34.87 per share. Of that amount, $1.4 million is included in accrued expenses and other current liabilities
on the Company’s Consolidated Balance Sheet as of June 30, 2021 pending settlement of trade.
Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures
We have included in this report measures of financial performance that are not defined by U.S. Generally Accepted Accounting
Principles (“GAAP”). We believe that these measures provide useful information to investors and include these measures in
other communications to investors.
For each of these non-U.S. GAAP financial measures, we are providing below a reconciliation of the differences between the
non-U.S. GAAP measure and the most directly comparable U.S. GAAP measure, an explanation of why our management and
Board of Directors believes the non-U.S. GAAP measure provides useful information to investors and any additional purposes
for which our management and Board of Directors uses the non-U.S. GAAP measure. These non-U.S. GAAP measures should
be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measure.
Net Sales - Constant Currency Presentation
this measure provides useful
We believe that
information to investors because it provides transparency to underlying
performance in our consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on year-
to-year comparability given the volatility in foreign currency exchange markets. To present this information for historical
periods, current period net sales for entities reporting in currencies other than the U.S. Dollar are translated into U.S. Dollars at
the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual
average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency
impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate
between the current fiscal period and the corresponding period of the prior fiscal year.
Net Sales - Acquisitions, Divestitures and Discontinued Brands
We also exclude the impact of acquisitions, divestitures and discontinued brands when comparing net sales to prior periods,
which results in the presentation of certain non-U.S. GAAP financial measures. The Company's management believes that
excluding the impact of acquisitions, divestitures and discontinued brands when presenting period-over-period results of net
sales aids in comparability.
35
A reconciliation between reported and adjusted net sales increase (decrease) in fiscal 2022 is as follows:
(amounts in thousands)
North America
International
Hain Consolidated
Net sales - Twelve months ended 6/30/22
$
1,163,132
$
728,661
$
1,891,793
Acquisitions, divestitures and discontinued brands
Impact of foreign currency exchange
Net sales on a constant currency basis adjusted for acquisitions,
divestitures and discontinued brands - Twelve months ended
6/30/22
Net sales - Twelve months ended 6/30/21
Divestitures and discontinued brands
Net sales adjusted for divestitures and discontinued brands -
Twelve months ended 6/30/21
(55,393)
(1,454)
1,106,285
1,104,128
(35,314)
1,068,814
$
$
$
$
$
$
—
17,318
745,979
866,174
(75,543)
790,631
$
$
$
(55,393)
15,864
1,852,264
1,970,302
(110,857)
1,859,445
Net sales increase (decrease)
Impact of acquisitions, divestitures and discontinued brands
Impact of foreign currency exchange
Net sales increase (decrease) on a constant currency basis
adjusted for acquisitions, divestitures and discontinued brands
5.3 %
(1.7)%
(0.1)%
3.5 %
(15.9)%
8.3 %
2.0 %
(5.6)%
(4.0)%
2.8 %
0.8 %
(0.4)%
Adjusted EBITDA
Adjusted EBITDA is defined as net income (loss) before income taxes, net interest expense, depreciation and amortization,
impairment of long-lived and intangible assets, equity in the earnings of equity-method investees, stock-based compensation,
productivity and transformation costs, and other non-recurring items such as litigation related to a specific non-recurring matter.
The Company’s management believes that this presentation provides useful information to management, analysts and investors
regarding certain additional financial and business trends relating to its results of operations and financial condition. In addition,
management uses this measure for reviewing the financial results of the Company and as a component of performance-based
executive compensation. Adjusted EBITDA is a non-U.S. GAAP measure and may not be comparable to similarly titled
measures reported by other companies.
We do not consider Adjusted EBITDA in isolation or as an alternative to financial measures determined in accordance with
U.S. GAAP. The principal limitation of Adjusted EBITDA is that it excludes certain expenses and income that are required by
U.S. GAAP to be recorded in our consolidated financial statements. In addition, Adjusted EBITDA is subject to inherent
limitations as this metric reflects the exercise of judgment by management about which expenses and income are excluded or
included in determining Adjusted EBITDA. In order to compensate for these limitations, management presents Adjusted
EBITDA in connection with U.S. GAAP results.
36
A reconciliation of net income (loss) to Adjusted EBITDA is as follows:
(amounts in thousands)
Net income
Net income from discontinued operations, net of tax
Net income from continuing operations
Depreciation and amortization
Equity in net loss of equity-method investees
Interest expense, net
Provision for income taxes
Stock-based compensation, net
Unrealized currency (gains) losses
Litigation and related costs
Litigation expenses
Proceeds from insurance claims
Restructuring activities
Plant closure related costs, net
Productivity and transformation costs
Warehouse/manufacturing consolidation and other costs
Acquisitions, divestitures and other
Transaction and integration costs, net
Gain on sale of assets
Gain on sale of businesses
Impairment charges
Inventory write-down
Long-lived asset and intangible impairments
Adjusted EBITDA
Operating Free Cash Flow from Continuing Operations
Fiscal Year Ended June 30,
2022
2021
$
$
77,873
—
77,873
$
$
46,849
2,902
10,226
22,716
15,611
(2,259)
7,883
(196)
929
8,803
2,721
14,055
(9,049)
—
(351)
1,903
77,364
11,255
66,109
49,569
1,591
5,880
41,093
15,659
752
1,587
(592)
58
12,572
11,374
3,291
(4,900)
(2,604)
(421)
57,920
$
200,616
$
258,938
In our internal evaluations, we use the non-U.S. GAAP financial measure “operating free cash flow from continuing
operations.” The difference between operating free cash flow from continuing operations and cash flow provided by or used in
operating activities from continuing operations, which is the most comparable U.S. GAAP financial measure, is that operating
free cash flow from continuing operations reflects the impact of capital expenditures. Since capital spending is essential to
maintaining our operational capabilities, we believe that it is a recurring and necessary use of cash. As such, we believe
investors should also consider capital spending when evaluating our cash provided by or used in operating activities. We view
operating free cash flow from continuing operations as an important measure because it is one factor in evaluating the amount
of cash available for discretionary investments. We do not consider operating free cash flow from continuing operations in
isolation or as an alternative to financial measures determined in accordance with U.S. GAAP.
37
A reconciliation from net cash provided by operating activities to operating free cash flow is as follows:
(amounts in thousands)
Net cash provided by operating activities
Purchases of property, plant and equipment
Operating free cash flow
Fiscal Year Ended June 30,
2022
2021
$
$
80,241
(39,965)
40,276
$
$
196,759
(71,553)
125,206
As of June 30, 2022, we had non-current unrecognized tax benefits of $21.9 million for which we are not able to reasonably
estimate the timing of future cash flows. As a result, this amount has not been included in the table above.
We believe that our cash on hand of $65.5 million at June 30, 2022 as well as projected cash flows from operations and
availability under our Credit Agreement are sufficient to fund our working capital needs in the ordinary course of business,
anticipated fiscal 2023 capital expenditures and other expected cash requirements for at least the next 12 months.
Contractual Obligations
We are party to contractual obligations involving commitments to make payments to third parties, which impact our short-term
and long-term liquidity and capital resource needs. Our contractual obligations primarily consist of long-term debt and related
interest payments, purchase commitments and operating leases. See Note 7, Leases, and Note 10, Debt and Borrowings, in the
Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Critical Accounting Estimates
The discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which are prepared in accordance with accounting principles generally accepted in the United States. Our
significant accounting policies are described in Note 2, Summary of Significant Accounting Policies and Practices, in the Notes
to the Consolidated Financial Statements included in Item 8 of this Form 10-K. The policies below have been identified as the
critical accounting policies we use which require us to make estimates and assumptions and exercise judgment that affect the
reported amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the
reporting periods presented. We believe in the quality and reasonableness of our critical accounting estimates; however,
materially different amounts might be reported under different conditions or using assumptions, estimates or making judgments
different from those that we have applied. Our critical accounting policies, including our methodology for estimates made and
assumptions used, are as follows:
Variable Consideration
In addition to fixed contract consideration, many of the Company’s contracts include some form of variable consideration. The
Company offers various trade promotions and sales incentive programs to customers and consumers, such as price discounts,
slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons. The
expenses associated with these programs are accounted for as reductions to the transaction price of products and are therefore
deducted from sales to determine reported net sales. Trade promotions and sales incentive accruals are subject to significant
management estimates and assumptions. The critical assumptions used in estimating the accruals for trade promotions and sales
incentives include the Company’s estimate of expected levels of performance and redemption rates. The Company exercises
judgment in developing these assumptions. These assumptions are based upon historical performance of the retailer or
distributor customers with similar types of promotions adjusted for current trends. The Company regularly reviews and revises,
when deemed necessary, estimates of costs to the Company for these promotions and incentives based on what has been
incurred by the customers. The terms of most of the promotion and incentive arrangements do not exceed a year and therefore
do not require highly uncertain long-term estimates. Settlement of these liabilities typically occurs in subsequent periods
primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the Company.
Differences between estimated expense and actual promotion and incentive costs are recognized in earnings in the period such
differences are determined. Actual expenses may differ if the level of redemption rates and performance were to vary from
estimates. During the year ended June 30, 2022, the Company revised its estimates for trade promotion expense incurred in the
prior year based on new information that was not available at the time that the June 30, 2021 accrual was established. This
change in estimate was due to unique circumstances, such as the implementation of bracket pricing in North America and less
expense incurred from retail resets, both leading to lower-than-expected customer deductions on the outstanding promotional
accrual. This change in estimate caused an increase in net sales of 0.2%.
38
Valuation of Accounts and Chargeback Receivable
We perform routine credit evaluations on existing and new customers. We apply reserves for delinquent or uncollectible trade
receivables based on a specific identification methodology and also apply an additional reserve based on the experience we
have with our trade receivables aging categories. As credit losses have been within our expectations in recent years and as only
one customer represented more than 10% of accounts receivable, net at June 30, 2022, we believe there is no significant or
unusual credit exposure at this time.
Based on cash collection history and other statistical analysis, we estimate the amount of unauthorized deductions that our
customers have taken that we expect will be collectible and repaid in the near future and record a chargeback receivable.
Differences between estimated collectible receivables and actual collections are recognized in earnings in the period such
differences are determined.
We may not have the same experience with our receivables during different economic conditions, or with changes in business
conditions, such as consolidation within the food industry and/or a change in the way we market and sell our products.
Valuation of Long-lived Assets
Fixed assets and amortizable intangible assets are reviewed for impairment as events or changes in circumstances occur
indicating that the carrying value of the asset may not be recoverable. Undiscounted cash flow analyses are used to determine if
impairment exists. If impairment is determined to exist, the loss is calculated based on estimated fair value.
Goodwill and Intangible Assets
Goodwill and intangible assets deemed to have indefinite lives are not amortized but rather are tested at least annually for
impairment, or more often if events or changes in circumstances indicate that more likely than not the carrying amount of the
asset may not be recoverable.
Goodwill is tested for impairment at the reporting unit level. A reporting unit represents an operating segment or a component
of an operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a two-step
quantitative test. The qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying amount, including goodwill. We may elect not to perform the qualitative
assessment for some or all reporting units and perform a two-step quantitative impairment test. The estimate of the fair values
of our reporting units are based on the best information available as of the date of the assessment. We generally use a blended
analysis of the present value of discounted cash flows and the market valuation approach. The discounted cash flow model uses
the present values of estimated future cash flows. Considerable management judgment is necessary to evaluate the impact of
operating and external economic factors in estimating our future cash flows. The assumptions we use in our evaluations include
projections of growth rates and profitability, our estimated working capital needs, as well as our weighted average cost of
capital. The market valuation approach indicates the fair value of a reporting unit based on a comparison to comparable publicly
traded firms in similar businesses. Estimates used in the market value approach include the identification of similar companies
with comparable business factors. Changes in economic and operating conditions impacting the assumptions we made could
result in additional goodwill impairment in future periods. If the carrying value of the reporting unit exceeds fair value,
goodwill is considered impaired. The amount of the impairment is the difference between the carrying value of the goodwill
and the “implied” fair value, which is calculated as if the reporting unit had just been acquired and accounted for as a business
combination.
Indefinite-lived intangible assets consist primarily of acquired tradenames and trademarks. We first assess qualitative factors to
determine whether it is more likely than not that an indefinite-lived intangible asset is impaired. We measure the fair value of
these assets using the relief from royalty method. This method assumes that the tradenames and trademarks have value to the
extent their owner is relieved from paying royalties for the benefits received. We estimate the future revenues for the associated
brands, the appropriate royalty rate and the weighted average cost of capital.
The Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2022, in conjunction with its
budgeting and forecasting process for fiscal year 2023, and concluded that no indicators of impairment existed at any of its
reporting units.
As of June 30, 2022, the carrying value of goodwill was $933.8 million. For the fiscal 2022 impairment analysis, the Company
performed the qualitative assessment for all of its reporting units with the exception of the United Kingdom and Europe
39
reporting units where a quantitative assessment was performed. The estimated fair value of each reporting unit exceeded its
carrying value based on the analysis performed. For the United Kingdom and Europe reporting units, the quantitative analysis
was performed. Holding all other assumptions used in the 2022 fair value measurement constant, a 100-basis-point increase in
the weighted average cost of capital would not result in the carrying value of the reporting units to be in excess of the fair value.
The fair values were based on significant management assumptions including an estimate of future cash flows. If assumptions
are not achieved or market conditions decline, potential impairment charges could result. The Company will continue to
monitor impairment indicators and financial results in future periods.
Indefinite-lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill, or
on an interim basis if and when events or circumstances change that would more likely than not reduce the fair value of any of
its indefinite-life intangible assets below their carrying value. In assessing fair value, the Company utilizes a “relief from
royalty payments” methodology. This approach involves two steps: (i) estimating the royalty rates for each trademark and (ii)
applying these royalty rates to a projected net sales stream and discounting the resulting cash flows to determine fair value. If
the carrying value of the indefinite-lived intangible assets exceeds the fair value of the assets, the carrying value is written down
to fair value in the period identified. The result of the annual assessment for the year ended June 30, 2022 indicated that the fair
value of the Company’s tradenames exceeded their carrying values and no indicators of impairment with one exception that is
discussed in Note 8, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item
8 of this Form 10-K.
See also Note 8, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 8 of
this Form 10-K, for additional information.
Business Combinations
During the year ended June 30, 2022, the Company completed the acquisition of THWR for total consideration of $260.4
million, net of cash acquired. The transaction was accounted for under the acquisition method of accounting whereby the total
purchase price was allocated to assets acquired and liabilities assumed based on the estimated fair value of such assets and
liabilities.
Accounting for the acquisition of THWR required estimation in determining the fair value of identified intangible assets for
acquired customer relationships and tradenames. Estimation was utilized as it relates to inputs to the valuation techniques used
to measure the fair value of these intangible assets as well as the sensitivity of the respective fair values to the underlying
assumptions. The significant assumptions used to estimate the fair value of the acquired intangible assets included discount
rates, revenue growth rates, and operating margins. These assumptions are forward-looking and could be affected by future
economic and market conditions.
Stock-based Compensation
The Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-
based and performance-based awards and a Monte Carlo simulation model to determine the fair value of market-based awards.
The use of the Monte Carlo simulation model requires the Company to make estimates and assumptions, such as expected
volatility, expected term and risk-free interest rate. The fair value of stock-based compensation awards is recognized as an
expense over the vesting period using the straight-line method. For awards that contain a market condition, expense is
recognized over the defined or derived service period using a Monte Carlo simulation model.
For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the
performance criteria is probable and is recognized over the performance and vesting service periods. Compensation expense is
recognized for only that portion of stock-based awards that are expected to vest.
40
Valuation Allowances for Deferred Tax Assets
Deferred tax assets arise when we recognize expenses in our financial statements that will be allowed as income tax deductions
in future periods. Deferred tax assets also include unused tax net operating losses and tax credits that we are allowed to carry
forward to future years. Accounting rules permit us to carry deferred tax assets on the balance sheet at full value as long as it is
“more likely than not” that the deductions, losses or credits will be used in the future. A valuation allowance must be recorded
against a deferred tax asset if this test cannot be met. Our determination of our valuation allowances is based upon a number of
assumptions, judgments and estimates, including forecasted earnings, future taxable income and the relative proportions of
revenue and income before taxes in the various jurisdictions in which we operate. Concluding that a valuation allowance is not
required is difficult when there is significant negative evidence that is objective and verifiable, such as cumulative losses in
recent years.
We have deferred tax assets related to foreign net operating losses, primarily in the United Kingdom and to a lesser extent in
Belgium, against which we have recorded valuation allowances. Under current tax law in these jurisdictions, our carryforward
losses have no expiration.
During fiscal 2020, we recorded a valuation allowance against a majority of our state deferred tax assets and state net operating
loss carryforwards as it was not more likely than not that the state tax attributes will be realized. In fiscal 2021, the Company
had positive results in the United States and, thus, state-level taxable income. This resulted in an expected utilization of certain
of the state deferred tax assets which were previously reserved. Valuation allowances reversed were based on this positive
evidence, in addition to other positive evidence, which justified the release of an additional amount of the state valuation
allowance.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies and Practices, in the Notes to the Consolidated Financial Statements
included in Item 8 of this Form 10-K for information regarding recent accounting pronouncements.
Seasonality
Certain of our product lines have seasonal fluctuations. Hot tea, hot-eating desserts and soup sales are stronger in colder
months, while sales of snack foods, sunscreen and certain of our personal care products are stronger in the warmer months. As
such, our results of operations and our cash flows for any particular quarter are not indicative of the results we expect for the
full year, and our historical seasonality may not be indicative of future quarterly results of operations. In recent years, net sales
and diluted earnings per share in the first fiscal quarter have typically been the lowest of our four quarters.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Market Risk
The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which the Company
is exposed are:
•
•
•
interest rates on debt and cash equivalents;
foreign exchange rates, generating translation and transaction gains and losses; and
ingredient inputs.
Interest Rates
We centrally manage our debt and cash equivalents, considering investment opportunities and risks, tax consequences and
overall financing strategies. Our cash equivalents consist primarily of money market funds or their equivalent. As of June 30,
2022, we had $889 million of variable rate debt outstanding under our Credit Agreement. During fiscal 2021, the Company
used interest rate swaps to hedge a portion of the interest rate risk related its outstanding variable rate debt. As of June 30, 2022,
the notional amount of the interest rate swaps was $630 million. Of this amount, $230 million has a weighted average fixed rate
of 1.77% with a maturity date in February 2023. The remaining amount of $400 million relates to derivatives for which fixed
rate payments of 4.85% will start from February 2023. Assuming current cash equivalents, variable rate borrowings and the
effects of the interest rate swaps, a hypothetical change in average interest rates of one percentage point would have no impact
to net interest expense.
41
Foreign Currency Exchange Rates
Operating in international markets involves exposure to movements in currency exchange rates, which are volatile at times, and
the impact of such movements, if material, could cause adjustments to our financing and operating strategies.
During fiscal 2022, approximately 45% of our consolidated net sales were generated from sales outside the United States, while
such sales outside the United States were 52% of net sales in fiscal 2021 and 51% of net sales in fiscal 2020. These revenues,
along with related expenses and capital purchases, were conducted primarily in British Pounds Sterling, Euros and Canadian
Dollars. Sales and operating income would have decreased by approximately $42.3 million and $4.2 million, respectively, if
average foreign exchange rates had been lower by 5% against the U.S. Dollar in fiscal 2022. These amounts were determined
by considering the impact of a hypothetical foreign exchange rate on the sales and operating income of the Company’s
international operations.
Fluctuations in currency exchange rates may also impact the Stockholders’ Equity of the Company. Amounts invested in our
non-United States subsidiaries are translated into United States Dollars at the exchange rates as of the last day of each reporting
period. Any resulting cumulative translation adjustments are recorded in Stockholders’ Equity as Accumulated Other
Comprehensive Loss. The cumulative translation adjustments component of Accumulated Other Comprehensive Loss
decreased by $102.1 million during the fiscal year ended June 30, 2022.
To reduce that risk, the Company may enter into certain derivative financial instruments, when available on a cost-effective
basis, to manage such risk. We had approximately $131.8 million in notional amounts of cross-currency swaps and foreign
currency exchange contracts at June 30, 2022. See Note 16, Derivatives and Hedging Activities, in the Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K.
Ingredient Inputs Price Risk
The Company purchases ingredient inputs such as vegetables, fruits, oils, grains, beans, nuts, tea and herbs, spices, dairy
products, plant-based surfactants, glycerin and alcohols, as well as packaging materials, to be used in its operations. These
inputs are subject to price fluctuations that may create price risk. Although we sometimes hedge against fluctuations in the
prices of the ingredients by using future or forward contracts or similar instruments, the majority of our future purchases of
these items are subject to changes in price. We may enter into fixed purchase commitments in an attempt to secure an adequate
supply of specific ingredients. These agreements are tied to specific market prices. Market risk is estimated as a hypothetical
10% increase or decrease in the weighted average cost of our primary inputs as of June 30, 2022. Based on our cost of goods
sold during the fiscal year ended June 30, 2022, such a change would have resulted in an increase or decrease to cost of sales of
approximately $101 million. We attempt to offset the impact of input cost increases with a combination of cost savings
initiatives and efficiencies and price increases.
Item 8.
Financial Statements and Supplementary Data
The following consolidated financial statements of The Hain Celestial Group, Inc. and subsidiaries are included in Item 8:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets - June 30, 2022 and 2021
Consolidated Statements of Operations - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income (Loss) - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Stockholders’ Equity - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Cash Flows - Fiscal Years ended June 30, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
The following consolidated financial statement schedule of The Hain Celestial Group, Inc. and subsidiaries is included in Item
15(a):
Schedule II - Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the
related instructions or are inapplicable and therefore have been omitted.
42
[THIS PAGE INTENTIONALLY LEFT BLANK]
43
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
The Hain Celestial Group, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Hain Celestial Group, Inc. and Subsidiaries (the
Company) as of June 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss),
stockholders’ equity and cash flows for each of the three years in the period ended June 30, 2022, and the related notes and the
financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company at June 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the
period ended June 30, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of June 30, 2022, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) and our report dated August 25, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as
a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
44
Description of
the Matter
How We
Addressed the
Matter in Our
Audit
Revenue Recognition
For the year ended June 30, 2022, the Company’s reported net sales was $1.9 billion. As
described in Note 2 of the 2022 consolidated financial statements, the Company provides
certain retailers and distributors with trade and promotional incentive programs, which results in
variable consideration and the Company having to estimate the expected costs of these
programs that are often settled in a period after the sale taking place. The estimated costs of
these programs are recorded as a reduction to revenue at the time a product is sold to the
customer. The measurement of trade promotions and sales incentive programs involves the use
of judgment related to estimates of expected levels of performance and redemption rates.
Auditing the estimate of trade promotions and sales incentives is complex because the revenue
recognized is determined based on significant management estimates. In particular, estimates
are made for expected levels of performance and redemption rates. These estimates are based on
types and levels of promotions, and
historical performance of the retailer or distributor,
expected deviations from historical trends. Changes in these assumptions can have a significant
impact on the amount of the revenue recognized. The completeness of the trade promotions and
sales incentives estimate could also be impacted by any undisclosed side arrangements with
customers.
We obtained an understanding, evaluated the design, and tested the operating effectiveness of
controls over the Company’s trade and promotional incentive program process. For example,
we tested controls over management’s review of significant assumptions, such as expected sales
and consumption activity, management’s validation of the completeness and accuracy of the
data used in making their estimates, and other controls such as their retrospective review
analysis.
Among other tests, we tested the results of the Company's retrospective review analyses
performed on their prior year and current year trade and promotional incentive program
reserves, evaluated the assumptions used by comparing them to historical trends and third-party
source information, and performed detailed transactional testing of customer deduction data.
Additionally, we obtained confirmations from Company sales representatives to assess the
completeness of incentive programs.
45
Valuation of Intangible Assets from the That’s How We Roll Acquisition
Description of
the Matter
As described in Note 4 to the consolidated financial statements, during the year ended June 30,
2022, the Company completed the acquisition of Proven Brands, Inc. (and its subsidiary That's
How We Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll"
for total consideration of $260.4 million, net of cash acquired. The transaction was accounted
for under the acquisition method of accounting whereby the total purchase price was allocated
to assets acquired and liabilities assumed based on the estimated fair value of such assets and
liabilities.
Auditing the Company's accounting for its acquisition of That’s How We Roll required
complex auditor judgment due to the significant estimation uncertainty inherent in determining
the fair value of identified intangible assets for acquired customer relationships and trade
names. The significant estimation uncertainty was primarily due to the judgmental nature of the
inputs to the valuation techniques used to measure the fair value of these intangible assets as
well as the sensitivity of the respective fair values to the underlying significant assumptions.
The significant assumptions used to estimate the fair value of the acquired intangible assets
included discount rates, revenue growth rates, and operating margins. These significant
assumptions are forward-looking and could be affected by future economic and market
conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of
the Company’s controls over the valuation of intangible assets from the That’s How We Roll
acquisition. For example, we tested controls over management’s review of the valuation models
and significant assumptions described above.
To test the estimated fair value of the acquired customer relationships and trade names, we
performed audit procedures that included, among others, assessing the appropriateness of the
valuation methodologies and testing the significant assumptions discussed above and the
completeness and accuracy of the underlying data used by the Company. For example, we
compared the revenue growth rates and operating margins to the historical results of the
acquired business. We further performed sensitivity analyses to evaluate the changes in the fair
value of the acquired intangible assets that would result from changes in the significant
assumptions. In addition, we involved internal valuation specialists to assist us in our evaluation
of the valuation methodologies and certain significant assumptions used by the Company.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1994.
Jericho, New York
August 25, 2022
46
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2022 AND JUNE 30, 2021
(In thousands, except par values)
Current assets:
ASSETS
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $1,731 and $1,314,
respectively
Inventories
Prepaid expenses and other current assets
Assets held for sale
Total current assets
Property, plant and equipment, net
Goodwill
Trademarks and other intangible assets, net
Investments and joint ventures
Operating lease right-of-use assets, net
Other assets
Total assets
Current liabilities:
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable
Accrued expenses and other current liabilities
Current portion of long-term debt
Total current liabilities
Long-term debt, less current portion
Deferred income taxes
Operating lease liabilities, noncurrent portion
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 18)
Stockholders’ equity:
Preferred stock - $.01 par value, authorized 5,000 shares; issued and outstanding: none
Common stock - $.01 par value, authorized 150,000 shares; issued: 111,090 and
109,507 shares, respectively; outstanding: 89,302 and 99,069 shares, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Less: Treasury stock, at cost, 21,788 and 10,438 shares, respectively
Total stockholders’ equity
Total liabilities and stockholders’ equity
See notes to consolidated financial statements.
June 30,
2022
2021
$
65,512
$
75,871
170,661
174,066
308,034
54,079
1,840
600,126
297,405
933,796
477,533
14,456
114,691
20,377
2,458,384
174,765
86,833
7,705
269,303
880,938
95,044
107,481
22,450
1,375,216
—
1,111
1,203,126
769,098
(164,482)
1,808,853
(725,685)
1,083,168
2,458,384
$
$
$
285,410
39,834
1,874
577,055
312,777
871,067
314,895
16,917
92,010
21,187
2,205,908
171,947
117,957
530
290,434
230,492
42,639
85,929
33,531
683,025
—
1,096
1,187,530
691,225
(73,011)
1,806,840
(283,957)
1,522,883
2,205,908
$
$
$
47
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020
(In thousands, except per share amounts)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Amortization of acquired intangible assets
Productivity and transformation costs
Proceeds from insurance claims
Goodwill impairment
Long-lived asset and intangibles impairment
Operating income
Interest and other financing expense, net
Other (income) expense, net
Income from continuing operations before income taxes and equity in net
loss of equity-method investees
Provision for income taxes
Equity in net loss of equity-method investees
Net income from continuing operations
Net income (loss) from discontinued operations, net of tax
Net income (loss)
Net income (loss) per common share:
Basic net income per common share from continuing operations
Basic net income (loss) per common share from discontinued operations
Basic net income (loss) per common share
Diluted net income per common share from continuing operations
Diluted net income (loss) per common share from discontinued
operations
Diluted net income (loss) per common share
Shares used in the calculation of net income (loss) per common share:
$
$
$
$
$
$
Fiscal Year Ended June 30,
$
2022
1,891,793
1,464,352
$
2021
1,970,302
1,478,687
$
427,441
300,665
10,214
10,174
(196)
—
1,903
104,681
12,570
(11,380)
491,615
302,368
8,931
15,608
(592)
—
57,920
107,380
8,654
(10,067)
103,491
108,793
22,716
2,902
77,873
—
77,873
0.84
—
0.84
0.83
—
$
$
$
$
$
41,093
1,591
66,109
11,255
77,364
0.66
0.11
0.77
0.65
0.11
$
$
$
$
$
0.83
$
0.76
$
2020
2,053,903
1,588,133
465,770
324,376
11,638
48,789
(2,962)
394
27,493
56,042
18,258
3,956
33,828
6,205
1,989
25,634
(106,041)
(80,407)
0.25
(1.02)
(0.77)
0.25
(1.02)
(0.77)
Basic
Diluted
92,989
93,345
100,235
101,322
103,618
103,937
See notes to consolidated financial statements.
48
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020
(In thousands)
Fiscal Year Ended June 30, 2022
Fiscal Year Ended June 30, 2021
Fiscal Year Ended June 30, 2020
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
(expense)
benefit
After-tax
amount
Pre-tax
amount
Tax
benefit
After-tax
amount
Net income (loss)
$
77,873
$
77,364
$ (80,407)
Other comprehensive (loss)
income:
Foreign currency
translation adjustments
before reclassifications
Reclassification of
currency translation
adjustment included in net
income (loss)
Change in deferred gains
(losses) on cash flow
hedging instruments
Change in deferred gains
(losses) on fair value
hedging instruments
Change in deferred gains
(losses) on net investment
hedging instruments
Total other comprehensive
(loss) income
Total comprehensive (loss)
income
$ (102,113) $
— (102,113) $
85,581
$
—
85,581
$ (37,847) $
—
(37,847)
—
—
—
16,073
—
16,073
95,120
—
95,120
946
(146)
800
608
(128)
480
(1,007)
211
(796)
633
(133)
500
—
—
—
—
—
—
11,827
(2,485)
9,342
(4,751)
998
(3,753)
(3,627)
762
(2,865)
$ (88,707) $ (2,764) $ (91,471) $
97,511
$
870
$
98,381
$
52,639
$
973
$
53,612
$ (13,598)
$ 175,745
$ (26,795)
See notes to consolidated financial statements.
49
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020
(In thousands, except par values)
Common Stock
Additional
Accumulated
Other
Shares
Amount
at $0.01
Paid-in
Capital
Retained
Earnings
Treasury Stock
Comprehensive
Shares
Amount
(Loss) Income
Total
Balance at June 30, 2019
108,833
$
1,088
$ 1,158,257
$
695,017
4,614
$ (110,039) $
(225,004) $ 1,519,319
Net loss
Cumulative effect of adoption of ASU
2016-02
Other comprehensive income
(80,407)
(439)
Issuance of common stock pursuant to
stock-based compensation plans
290
4
(4)
Employee shares withheld for taxes
Repurchases of common stock
Stock-based compensation
expense
73
2,551
(1,931)
(60,222)
13,622
(80,407)
(439)
53,612
53,612
—
(1,931)
(60,222)
13,622
Balance at June 30, 2020
109,123
$
1,092
$ 1,171,875
$
614,171
7,238
$ (172,192) $
(171,392) $ 1,443,554
Continued on next page
50
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020
(In thousands, except par values)
Continued from previous page
Common Stock
Additional
Amount
Shares
at $0.01
Paid-in
Capital
Accumulated
Other
Retained
Treasury Stock
Comprehensive
Earnings
Shares
Amount
(Loss) Income
Total
Balance at June 30, 2020
109,123
$
1,092
$ 1,171,875
$
614,171
7,238
$ (172,192) $
(171,392) $ 1,443,554
Net income
Cumulative effect of adoption of ASU
2016-13
Other comprehensive income
77,364
(310)
Issuance of common stock pursuant to
stock-based compensation plans
384
4
(4)
Employee shares withheld for taxes
Repurchases of common stock
Stock-based compensation
expense
120
3,080
(4,282)
(107,483)
15,659
77,364
(310)
98,381
98,381
—
(4,282)
(107,483)
15,659
Balance at June 30, 2021
109,507
$
1,096
$ 1,187,530
$
691,225
10,438
$ (283,957) $
(73,011) $ 1,522,883
Net income
Other comprehensive loss
77,873
77,873
(91,471)
(91,471)
Issuance of common stock pursuant to
stock-based compensation plans
1,583
15
(15)
Employee shares withheld for taxes
Repurchases of common stock
Stock-based compensation
expense
724
(32,663)
10,626
(409,065)
15,611
—
(32,663)
(409,065)
15,611
Balance at June 30, 2022
111,090
$
1,111
$ 1,203,126
$
769,098
21,788
$ (725,685) $
(164,482) $ 1,083,168
See notes to consolidated financial statements.
51
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED JUNE 30, 2022, 2021 AND 2020
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
Net income (loss) from discontinued operations
Net income from continuing operations
Adjustments to reconcile net income from continuing operations to net cash provided by
operating activities from continuing operations:
Depreciation and amortization
Deferred income taxes
Equity in net loss of equity-method investees
Stock-based compensation, net
Goodwill impairment
Long-lived asset and intangibles impairment
Gain on sale of assets
(Gain) loss on sale of businesses
Other non-cash items, net
(Decrease) increase in cash attributable to changes in operating assets and liabilities:
Accounts receivable
Inventories
Other current assets
Other assets and liabilities
Accounts payable and accrued expenses
Net cash provided by operating activities from continuing operations
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment
Acquisitions of businesses, net of cash acquired
Investment in joint venture
Proceeds from sale of assets
Proceeds from sale of businesses, net and other
Net cash used in investing activities from continuing operations
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under bank revolving credit facility
Repayments under bank revolving credit facility
Borrowings under term loan
Repayments under term loan
Proceeds from funding of discontinued operations
Payments of other debt, net
Share repurchases
Employee shares withheld for taxes
Net cash provided by (used in) financing activities from continuing operations
Effect of exchange rate changes on cash from continuing operations
CASH FLOWS FROM DISCONTINUED OPERATIONS
Cash used in operating activities
Cash provided by investing activities
Cash used in financing activities
Effect of exchange rate changes on cash - discontinued operations
Net cash used in discontinued operations
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Fiscal Year Ended June 30,
2022
2021
2020
$
$
77,873
—
77,873
$
$
77,364
11,255
66,109
$
$
(80,407)
(106,041)
25,634
46,849
9,020
2,902
15,611
—
1,903
(8,588)
—
(1,608)
(5,347)
(25,272)
(10,459)
(2,704)
(19,939)
80,241
(39,965)
(259,985)
(694)
12,335
—
(288,309)
759,000
(396,000)
300,000
(3,750)
—
(3,320)
(410,480)
(32,663)
212,787
(15,078)
—
—
—
—
—
49,569
9,884
1,591
15,659
—
57,920
(4,900)
(2,680)
429
(2,890)
(38,522)
55,172
(220)
(10,362)
196,759
(71,553)
—
(813)
10,395
59,607
(2,364)
241,000
(291,000)
—
—
—
(2,094)
(106,067)
(4,282)
(162,443)
6,148
—
—
—
—
—
(10,359)
75,871
38,100
37,771
52,088
36,160
1,989
13,078
394
27,493
—
3,564
342
33,856
33,236
(45,337)
5,986
(31,569)
156,914
(60,893)
—
—
—
15,765
(45,128)
262,000
(401,669)
—
(206,250)
305,645
(2,040)
(60,221)
(1,931)
(104,466)
(566)
(5,748)
297,592
(299,816)
(537)
(8,509)
(1,755)
39,526
37,771
Cash and cash equivalents of continuing operations at end of year
$
65,512
$
75,871
$
See notes to consolidated financial statements.
52
THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands, except par values and per share data)
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
The Hain Celestial Group, Inc., a Delaware corporation (collectively, along with its subsidiaries, the “Company,” “Hain
Celestial,” “we,” “us” or “our”), was founded in 1993 and is headquartered in Lake Success, New York. The 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 in over 75 countries worldwide. The Company
operates under two reportable segments: North America and International.
Basis of Presentation
The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned and majority-
Investments in affiliated
owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.
companies in which the Company exercises significant influence, but which it does not control, are accounted for under the
equity method of accounting. As such, consolidated net income (loss) includes the Company’s equity in the current earnings or
losses of such companies.
Unless otherwise indicated, references in these consolidated financial statements to 2022, 2021 and 2020 or “fiscal” 2022, 2021
and 2020 or other years refer to the fiscal year ended June 30 of that respective year and references to 2023 or “fiscal” 2023
refer to the fiscal year ending June 30, 2023.
Acquisition
On December 28, 2021, the Company acquired all outstanding stock of Proven Brands, Inc. (and its subsidiary That's How We
Roll LLC) and KTB Foods Inc., collectively doing business as "That's How We Roll" ("THWR"), the producer and marketer of
ParmCrisps® and Thinsters®. See Note 4, Acquisitions and Dispositions, for details.
Discontinued Operations
The financial statements separately report discontinued operations and the results of continuing operations (see Note 4,
Acquisitions and Dispositions). All footnotes exclude discontinued operations unless otherwise noted.
Use of Estimates
The financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”). The accounting principles used required the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and amounts of income and expenses during the reporting
periods presented. Actual results could differ from those estimates. These estimates include, among others, variable
consideration related to revenue recognition for trade promotions and sales incentives, valuation of accounts and chargeback
receivables, valuation of long-lived assets, goodwill and intangible assets (acquired in business combinations and analysis of
impairment), stock-based compensation, and valuation allowances for deferred tax assets.
53
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES
Cash and Cash Equivalents
The Company considers cash and cash equivalents to include cash in banks, commercial paper and deposits with financial
institutions that can be liquidated without prior notice or penalty. The Company considers all highly liquid investments with an
original maturity of three months or less to be cash equivalents.
In addition, cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed
the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand.
Revenue Recognition
The Company sells its products through specialty and natural food distributors, supermarkets, natural foods stores, mass-market
and e-commerce retailers, food service channels and club, drug and convenience stores in over 75 countries worldwide. The
majority of the Company’s revenue contracts represent a single performance obligation related to the fulfillment of customer
orders for the purchase of products. The Company recognizes revenue as performance obligations are fulfilled when control
passes to customers. Customer contracts typically contain standard terms and conditions. In instances where formal written
contracts are not in place, the Company considers the customer purchase orders to be contracts based on the criteria outlined in
Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). Payment terms and
conditions vary by customer and are based on the billing schedule established in contracts or purchase orders with customers,
but the Company generally provides credit terms to customers ranging from 10-90 days. Therefore, the Company has concluded
that contracts do not include a significant financing component.
Sales includes shipping and handling charges billed to the customer and are reported net of discounts, trade promotions and
sales incentives, consumer coupon programs and other costs, including estimated allowances for returns, allowances and
discounts associated with aged or potentially unsalable product, and prompt pay discounts. Shipping and handling costs are
accounted for as a fulfillment activity of promise to transfer products to customers and are included in the cost of sales line item
on the Consolidated Statements of Operations.
Variable Consideration
In addition to fixed contract consideration, many of the Company’s contracts include some form of variable consideration. The
Company offers various trade promotions and sales incentive programs to customers and consumers, such as price discounts,
slotting fees, in-store display incentives, cooperative advertising programs, new product introduction fees and coupons. The
expenses associated with these programs are accounted for as reductions to the transaction price of the products and are
therefore deducted from net sales to determine reported net sales. Trade promotions and sales incentive accruals are subject to
significant management estimates and assumptions. The critical assumptions used in estimating the accruals for trade
promotions and sales incentives include the Company’s estimate of expected levels of performance and redemption rates. The
Company exercises judgment in developing these assumptions. These assumptions are based upon historical performance of the
retailer or distributor customers with similar types of promotions adjusted for current trends. The Company regularly reviews
and revises, when deemed necessary, estimates of costs to the Company for these promotions and incentives based on what has
been incurred by the customers. The terms of most of the promotion and incentive arrangements do not exceed a year and
therefore do not require highly uncertain long-term estimates. Settlement of these liabilities typically occurs in subsequent
periods primarily through an authorization process for deductions taken by a customer from amounts otherwise due to the
Company. Differences between estimated expense and actual promotion and incentive costs are recognized in earnings in the
period such differences are determined. Actual expenses may differ if the level of redemption rates and performance were to
vary from estimates. During the year ended June 30, 2022, the Company revised its estimates for trade promotion expense
incurred in the prior year based on new information that was not available at the time that the June 30, 2021 accrual was
established. This change in estimate was due to unique circumstances, such as the implementation of bracket pricing in North
America and less expense incurred from retail resets, both leading to lower-than-expected customer deductions on the
outstanding promotional accrual. This change in estimate caused an increase in net sales of 0.2%.
Costs to Obtain or Fulfill a Contract
As the Company’s contracts are generally shorter than one year, the Company has elected a practical expedient under ASC 606
that allows the Company to expense as incurred the incremental costs of obtaining a contract if the contract period is for one
year or less. These costs are included in selling, general and administrative expenses on the Consolidated Statements of
Operations.
54
Valuation of Accounts and Chargebacks Receivable and Concentration of Credit Risk
The Company routinely performs credit evaluations on existing and new customers and maintains an allowance for expected
uncollectible accounts receivable which is recorded as an offset to trade accounts receivable on the Consolidated Balance
Sheets. Effective July 1, 2020, collectability of accounts receivable is assessed by applying a historical loss-rate methodology in
accordance with ASC Topic 326, Financial Instruments - Credit Losses, adjusted as necessary based on the Company's review
of accounts receivable on an individual basis, specifically identifying customers with known disputes or collectability issues,
and experience with trade receivable aging categories. The Company also considers market conditions and current and expected
future economic conditions to inform adjustments to historical loss data. Changes to the allowance, if any, are classified as bad
debt provisions within selling, general and administrative expenses on the Consolidated Statements of Operations. Credit losses
have been within the Company’s expectations in recent years. While one of the Company’s customers represented
approximately 15% and 6% of trade receivables balances as of June 30, 2022 and 2021, respectively, the Company believes that
there is no significant or unusual credit exposure at this time.
Based on cash collection history and other statistical analysis, the Company estimates the amount of unauthorized deductions
customers have taken that the Company expects will be collected and repaid in the near future and records a chargeback
receivable which is a component of trade receivables. Differences between estimated collectible receivables and actual
collections are recognized in earnings in the period such differences are determined.
Sales to one customer and its affiliates approximated 15%, 11% and 12% of sales during the fiscal years ended June 30,
2022, 2021 and 2020, respectively.
Inventory
Inventory is valued at the lower of cost or net realizable value, utilizing the first-in, first-out method. The Company provides
write-downs for finished goods expected to become non-saleable due to age and specifically identifies and provides for slow
moving or obsolete raw ingredients and packaging.
Property, Plant and Equipment
Property, plant and equipment is carried at cost and depreciated or amortized on a straight-line basis over the estimated useful
lives or lease term (for leasehold improvements), whichever is shorter. The Company believes the useful lives assigned to the
Company’s property, plant and equipment are within ranges generally used in consumer products manufacturing and
distribution businesses. The Company’s manufacturing plants and distribution centers, and their related assets, are reviewed
when impairment indicators are present by analyzing underlying cash flow projections. The Company believes no impairment
of the carrying value of such assets exists other than as disclosed under Note 4, Acquisitions and Dispositions, and Note 6,
Property, Plant and Equipment, Net. Ordinary repairs and maintenance costs are expensed as incurred. The Company utilizes
the following ranges of asset lives:
Buildings and improvements
Machinery and equipment
Furniture and fixtures
10 - 40 years
3 - 20 years
3 - 15 years
Leasehold improvements are amortized over the shorter of the respective initial lease term or the estimated useful life of the
assets, and generally range from 3 to 20 years.
Software that is developed for internal use is recorded as a component of property, plant and equipment. Qualifying costs
incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management
has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and
perform as intended. These capitalized costs include compensation for employees who develop internal-use software and
external costs related to development of internal use software. Capitalization of these costs ceases once the project is
substantially complete and the software is ready for its intended purpose. Once placed into service, internally developed
software is amortized on a straight-line basis over its estimated useful life. All other expenditures, including those incurred in
order to maintain the asset’s current level of performance, are expensed as incurred. The net book value of internally developed
software as of June 30, 2022 is $19,874 and it is included as a component of Computer Hardware and Software in Note 6,
Property, Plant and Equipment, Net.
55
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill and other intangible assets with indefinite useful lives are not amortized but rather are tested at least annually for
impairment, or when circumstances indicate that the carrying amount of the asset may not be recoverable. The Company
performs its annual test for impairment at the beginning of the fourth quarter of its fiscal year.
Goodwill is tested for impairment at the reporting unit level. A reporting unit is an operating segment or a component of an
operating segment. Goodwill is tested for impairment by either performing a qualitative evaluation or a quantitative test. The
qualitative evaluation is an assessment of factors to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying amount, including goodwill. The Company may elect not to perform the qualitative assessment for
some or all reporting units and perform a quantitative impairment test. The impairment test for goodwill requires the Company
to compare the fair value of a reporting unit to its carrying value, including goodwill. The Company uses a blended analysis of a
discounted cash flow model and a market valuation approach to determine the fair values of its reporting units. If the carrying
value of a reporting unit exceeds its fair value, the Company would then compare the carrying value of the goodwill to its
implied fair value in order to determine the amount of the impairment, if any.
Indefinite-lived intangible assets, which are not amortized, consist primarily of acquired trademarks and tradenames. Indefinite-
lived intangible assets are evaluated on an annual basis in conjunction with the Company’s evaluation of goodwill, or on an
interim basis if and when events or circumstances change that would more likely than not reduce the fair value of any of its
indefinite-life intangible assets below their carrying value. In assessing fair value, the Company utilizes a “relief from royalty”
methodology. This approach involves two steps: (i) estimating the royalty rates for each trademark and (ii) applying these
royalty rates to a projected net sales stream and discounting the resulting cash flows to determine fair value. If the carrying
value of the indefinite-lived intangible assets exceeds the fair value of the assets, the carrying value is written down to fair value
in the period identified. This method includes significant management assumptions such as revenue growth rates, weighted
average cost of capital and assumed royalty rates.
See Note 8, Goodwill and Other Intangible Assets, for information on goodwill and intangibles impairment charges.
Transfer of Financial Assets
The Company accounts for transfers of financial assets, such as non-recourse accounts receivable factoring arrangements, when
the Company has surrendered control over the related assets. Determining whether control has transferred requires an
evaluation of relevant legal considerations, an assessment of the nature and extent of the Company’s continuing involvement
with the assets transferred and any other relevant considerations. The Company has non-recourse factoring arrangements in
which eligible receivables are sold to third-party buyers in exchange for cash. The Company transferred accounts receivables in
their entirety to the buyers and satisfied all of the conditions to report the transfer of financial assets in their entirety as a sale.
The principal amount of receivables sold under these arrangements was $170,737 during the year ended June 30, 2022, $96,788
during the year ended June 30, 2021 and $108,928 were sold in the year ended June 30, 2020. The incremental cost of factoring
receivables under these arrangements is included in selling, general and administrative expenses on the Company’s
Consolidated Statements of Operations. The proceeds from the sale of receivables are included in cash from operating activities
on the Consolidated Statements of Cash Flows.
Cost of Sales
Included in cost of sales are the cost of products sold, including the costs of raw materials and labor and overhead required to
produce the products, warehousing, distribution, supply chain costs, as well as costs associated with shipping and handling of
inventory.
Foreign Currency Translation and Remeasurement
The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date.
Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of
the foreign currency financial statements of the Company’s international operations are reported as a component of
accumulated other comprehensive loss on the Consolidated Balance Sheets. Gains and losses arising from intercompany foreign
currency transactions that are of a long-term nature are reported in the same manner as translation adjustments.
Gains and losses arising from intercompany foreign currency transactions that are not of a long-term nature and certain
transactions of the Company’s subsidiaries which are denominated in currencies other than the subsidiaries’ functional currency
are recognized as incurred in other (income) expense, net on the Consolidated Statements of Operations.
56
Selling, General and Administrative Expenses
Included in selling, general and administrative expenses are advertising costs, promotion costs not paid directly to the
Company’s customers, salary and related benefit costs of the Company’s employees in the finance, human resources,
information technology, legal, sales and marketing functions, facility related costs of the Company’s administrative functions,
research and development costs, and costs paid to consultants and third party providers for related services.
Research and Development Costs
Research and development costs are expensed as incurred and are included in selling, general and administrative expenses on
the Consolidated Statement of Operations. Research and development costs amounted to $9,416 in fiscal 2022, $10,372 in
fiscal 2021 and $11,653 in fiscal 2020, consisting primarily of personnel related costs. The Company’s research and
development expenditures do not include the expenditures on such activities undertaken by co-packers and suppliers who
develop numerous products on behalf of the Company and on their own initiative with the expectation that the Company will
accept their new product ideas and market them under the Company’s brands.
Advertising Costs
Advertising costs, which are included in selling, general and administrative expenses, amounted to $15,393 in fiscal 2022,
$20,706 in fiscal 2021 and $19,455 in fiscal 2020. Such costs are expensed as incurred.
Proceeds from Insurance Claims
In July 2019, the Company received $7,027 as partial payment from an insurance claim relating to business disruption costs
associated with a co-packer, $4,460 of which was recognized in fiscal 2019 as it related to reimbursement of costs incurred in
that fiscal year. The Company recorded an additional $2,567 in the first quarter of fiscal 2020 and received an additional $462
of proceeds in the third quarter of fiscal 2020. In fiscal 2021 and fiscal 2022, the Company received $592 and $196 of proceeds
from insurance claims, respectively.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under the liability method, deferred taxes are
determined based on the differences between the financial statement and tax bases of assets and liabilities at enacted rates in
effect in the years in which the differences are expected to reverse. Valuation allowances are provided for deferred tax assets to
the extent it is more likely than not that the deferred tax assets will not be recoverable against future taxable income.
The Company recognizes liabilities for uncertain tax positions based on a two-step process prescribed by the authoritative
guidance. The first step requires the Company to determine if the weight of available evidence indicates that the tax position has
met the threshold for recognition; therefore, the Company must evaluate whether it is more likely than not that the position will
be sustained on audit, including resolution of any related appeals or litigation processes. The second step requires the Company
to measure the tax benefit of the tax position taken, or expected to be taken, in an income tax return as the largest amount that is
more than 50% likely of being realized upon ultimate settlement. The Company reevaluates the uncertain tax positions each
period based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled
issues under audit, and new audit activity. Depending on the jurisdiction, such a change in recognition or measurement may
result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company records
interest and penalties in the provision for income taxes.
Fair Value of Financial Instruments
The fair value of financial instruments is the amount at which the instrument could be exchanged in a current transaction
between willing parties. At June 30, 2022 and 2021, the carrying values of financial instruments such as accounts receivable,
accounts payable, accrued expenses and other current liabilities, as well as borrowings under the Company’s credit facility and
other borrowings, approximated fair value based upon either the short-term maturities or market interest rates of these
instruments.
Derivative Instruments and Hedging Activities
57
ASC 815, Derivatives and Hedging (“ASC 815”), provides the disclosure requirements for derivatives and hedging activities
with the intent to provide users of financial statements with an enhanced understanding of: (a) how and why an entity uses
derivative instruments, (b) how the entity accounts for derivative instruments and related hedged items and (c) how derivative
instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. Further,
qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as
quantitative disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk-
related contingent features in derivative instruments.
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of
derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a
hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an
asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency
exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain
or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions
in a cash flow hedge. The effective portion of changes in the fair value of derivative instruments that qualify for cash flow
hedge and net investment hedge accounting treatment are recognized in stockholders’ equity as a component of accumulated
other comprehensive loss until the hedged item is recognized in earnings. Changes in the fair value of fair value hedges,
derivatives that do not qualify for hedge accounting treatment, as well as the ineffective portion of any cash flow hedges, are
recognized currently in earnings as a component of other (income) expense, net or interest and other financing expense, net on
the Consolidated Statement of Operations. The Company may enter into derivative contracts that are intended to economically
hedge certain of its risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
Stock-Based Compensation
The Company uses the fair market value of the Company’s common stock on the grant date to measure fair value for service-
based and performance-based awards, and a Monte Carlo simulation model to determine the fair value of market-based awards.
The fair value of stock-based compensation awards is recognized as an expense over the vesting period using the straight-line
method. For awards that contain a market condition, expense is recognized over the defined or derived service period using a
Monte Carlo simulation model. Compensation expense is recognized for these awards on a straight-line basis over the service
period, regardless of the eventual number of shares that are earned based upon the market condition, provided that each grantee
remains an employee at the end of the performance period. Compensation expense on awards that contain a market condition is
reversed if at any time during the service period a grantee is no longer an employee.
For restricted stock awards which include performance criteria, compensation expense is recorded when the achievement of the
performance criteria is probable and is recognized over the performance and vesting service periods. Compensation expense is
recognized for only that portion of stock-based awards that are expected to vest.
The Company recognizes forfeitures as they occur at which time compensation cost previously recognized for an award that is
forfeited because of failure to satisfy a condition is reversed in the period of the forfeiture.
The Company receives an income tax deduction in certain tax jurisdictions for restricted stock grants when they vest and for
stock options exercised by employees equal to the excess of the market value of the Company’s common stock on the date of
exercise over the option price. Excess tax benefits (tax benefits resulting from tax deductions in excess of compensation cost
recognized) are classified as a cash flow provided by operating activities on the Consolidated Statements of Cash Flows.
Valuation of Long-Lived Assets
The Company periodically evaluates the carrying value of long-lived assets, other than goodwill and intangible assets with
indefinite lives, held and used in the business when events and circumstances occur indicating that the carrying amount of the
asset may not be recoverable. An impairment test is performed when the estimated undiscounted cash flows associated with the
asset or group of assets is less than their carrying value. Once such impairment test is performed, a loss is recognized based on
the amount, if any, by which the carrying value exceeds the estimated fair value for assets to be held and used.
See Note 4, Acquisitions and Dispositions, and Note 6, Property, Plant and Equipment, Net, for information on long-lived asset
impairment charges.
58
Leases
Arrangements containing leases are evaluated as an operating or finance lease at lease inception. For operating leases, the
Company recognizes an operating lease right-of-use ("ROU") asset and operating lease liability at lease commencement based
on the present value of lease payments over the lease term.
With the exception of certain finance leases, an implicit rate of return is not readily determinable for the Company's leases. For
these leases, an incremental borrowing rate is used in determining the present value of lease payments and is calculated based
on information available at the lease commencement date. The incremental borrowing rate is determined using a portfolio
approach based on the rate of interest the Company would have to pay to borrow funds on a collateralized basis over a similar
term. The Company references market yield curves which are risk-adjusted to approximate a collateralized rate in the currency
of the lease. These rates are updated on a quarterly basis for measurement of new lease obligations.
The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the option
will be exercised. Leases with an initial term of 12 months or less are not recognized on the Consolidated Balance Sheets. The
Company has elected to separate lease and non-lease components.
Net Income (Loss) Per Share
Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares
outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that would occur if securities or
other contracts to issue common stock were exercised or converted into common stock.
Recently Adopted Accounting Pronouncements
In October 2021, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”)
2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers, which requires an acquirer to recognize and measure contract assets and contract liabilities acquired in a business
combination on the acquisition date in accordance with ASC 606 as if it had originated the contracts. This approach differs
from the current requirement to measure contract assets and contract liabilities acquired in a business combination at fair value.
The Company adopted ASU 2021-08 during the second quarter of fiscal year 2022, and the adoption did not have an impact on
the Company's consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference
Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying U.S. GAAP to
contracts, hedging relationships and other transactions affected by reference rate reform. ASU 2020-04 is currently effective
and may be applied prospectively to contract modifications made on or before December 31, 2022. In January 2021, the FASB
issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which clarifies certain provisions in Topic 848, if elected by
an entity, to apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that
is modified as a result of reference rate reform. During the first quarter of fiscal year 2022, the Company adopted the hedge
accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to
assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.
Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company is
currently assessing the impact of the guidance and may apply other elections as applicable as additional changes in the market
occur.
Recently Issued Accounting Pronouncements Not Yet Effective
There are no recently issued accounting pronouncements not yet effective that the Company believes will have a significant
impact on its consolidated financial statements.
59
3.
EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted net income per share utilized to calculate earnings per share
on the Consolidated Statements of Operations:
Numerator:
Net income from continuing operations
Net income (loss) from discontinued operations, net of tax
Net income (loss)
Denominator:
Fiscal Year Ended June 30,
2021
2020
2022
$
$
77,873
—
77,873
$
$
66,109
11,255
77,364
$
$
25,634
(106,041)
(80,407)
Basic weighted average shares outstanding
Effect of dilutive stock options, unvested restricted stock and
unvested restricted share units
92,989
100,235
103,618
356
1,087
319
Diluted weighted average shares outstanding
93,345
101,322
103,937
There were 316, 137 and 428 restricted stock awards and stock options excluded from the Company’s calculation of diluted net
income (loss) per share for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, as such awards were anti-dilutive.
Additionally 214, 721 and 2,645 stock-based awards outstanding at June 30, 2022, 2021 and 2020, respectively, were excluded
from the calculation of diluted net income (loss) per share for the fiscal years ended June 30, 2022, 2021 and 2020,
respectively, as such awards were contingently issuable based on market or performance conditions, and such conditions had
not been achieved during the respective periods.
4.
ACQUISITIONS AND DISPOSITIONS
That's How We Roll
On December 28, 2021, the Company acquired all outstanding stock of THWR, the producer and marketer of ParmCrisps® and
Thinsters®, deepening the Company's position in the snacking category. Consideration for the transaction, net of cash acquired,
totaled $260,424. Of the total consideration, $259,985 was paid with the remaining $439 payable as of June 30, 2022. The
acquisition was funded with borrowings under the Credit Agreement (as defined in Note 10, Debt and Borrowings). The
Company incurred, $5,103 of transaction costs in connection with the acquisition, which were expensed as incurred and are
included as a component of selling, general and administrative expenses on the Consolidated Statements of Operations for the
fiscal year ended June 30, 2022.
The following table summarizes the Company's allocation of the purchase price to the assets acquired and liabilities assumed
based on their respective estimated fair values on the acquisition date.
60
Accounts receivable, net
Inventory
Prepaid expenses and other current assets
Property, plant and equipment
Goodwill
Identifiable intangible assets
Operating lease right-of-use assets
Other assets
Accounts payable and accrued expenses
Deferred income taxes
Operating lease liabilities
Total assets
June 30,
2022
5,107
9,871
542
9,198
95,645
193,800
3,676
163
(9,082)
(44,271)
(4,225)
260,424
$
$
The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by
management. Of the $193,800 of identifiable intangible assets acquired, $70,800 was assigned to customer relationships with a
weighted average estimated useful life of 17 years, and $123,000 was assigned to tradenames with indefinite lives. The
goodwill recorded as a result of this acquisition is not expected to be deductible for tax purposes.
Results of THWR are included in the United States operating segment, a component of the North America reportable segment.
THWR's net sales and net income included in the Company’s consolidated results were 2.9% of consolidated net sales and
3.7% of net income, respectively, for the fiscal year ended June 30, 2022.
The following table provides unaudited pro forma results of continuing operations had the acquisition been completed at the
beginning of fiscal 2021. The proforma information reflects certain adjustments related to the acquisition but does not reflect
any potential operating efficiencies or cost savings that may result from the acquisition. Accordingly, this information has been
provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved
by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma
information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a
continuing impact on the combined results.
Net sales
Net income from continuing operations(1)
Diluted net income per common share from continuing operations
Fiscal Year Ended
June 30,
2022
1,945,564
84,913
0.91
$
$
$
June 30,
2021
2,065,957
68,142
0.67
$
$
$
61
(1) The pro forma adjustments include the elimination of transaction costs totaling $5,103 from the fiscal year ended June 30,
2022 and recognition of those costs in the fiscal year ended June 30, 2021. Additionally, the pro forma adjustments include the
elimination of integration costs and a fair value inventory adjustment totaling $1,800 for the fiscal year ended June 30, 2022
and recognition of those costs in the fiscal period ended June 30, 2021.
GG UniqueFiber®
On June 28, 2021, the Company completed the divestiture of its crispbread crackers business, GG UniqueFiber (“GG”) for total
cash consideration of $336. The sale of GG is consistent with the Company’s transformation and portfolio simplification
process. GG operated in Norway and was part of the Company’s International reportable segment. The Company
deconsolidated the net assets of GG during the twelve months ended June 30, 2021, recognizing a pre-tax loss on sale of $3,753
in the fourth quarter of fiscal 2021.
Dream® and WestSoy®
On April 15, 2021, the Company completed the divestiture of its North America non-dairy beverages business, consisting of the
Dream® and WestSoy® brands (“Dream”), for total cash consideration of $33,000, subject
to customary post-closing
adjustments. The final purchase price was $31,320. The non-dairy beverage business was considered to be non-core within our
broader North American business, and the sale aligns with the Company’s portfolio simplification process. The business
operated out of the United States and Canada and was part of the Company’s North America reportable segment. The Company
deconsolidated the net assets of the North American non-dairy beverage business during the twelve months ended June 30,
2021, recognizing a pre-tax gain on sale of $7,519 in the fourth quarter of fiscal 2021.
Fruit
In August 2020, the Company's Board of Directors approved a plan to sell its prepared fresh fruit, fresh fruit drinks and fresh
fruit desserts division ("Fruit"), primarily consisting of the Orchard House® Foods Limited business and associated brands. This
decision supported the Company's overall strategy as the Fruit business did not align, and had limited synergies with the rest of
the Company's businesses. The Fruit business operated in the U.K. and was part of the Company’s International reportable
segment. The Company determined that the held for sale criteria was met and classified the assets and liabilities of the Fruit
business as held for sale as of September 30, 2020 and December 31, 2020, recognizing a pre-tax non-cash loss to reduce the
carrying value to its estimated fair value less costs to sell of $56,093 during the fiscal year ended June 30, 2021. The sale was
completed on January 13, 2021 for a total cash consideration of $38,547, recognizing a pre-tax loss on sale of $1,904.
Danival®
The Company entered into a definitive stock purchase agreement on June 30, 2020 for the sale of its Danival® business, a
component of the International reportable segment, and the transaction closed on July 21, 2020. The Company deconsolidated
the net assets of the Danival® business upon closing of the sale during the quarter ended September 30, 2020, recognizing a pre-
tax gain on sale of $611 during the first quarter of fiscal 2021.
62
Discontinued Operations
Sale of Tilda Business
On August 27, 2019, the Company sold the entities comprising the former Tilda operating segment and certain other assets of
the Tilda business for an aggregate price of $342,000 in cash, subject to customary post-closing adjustments based on the
balance sheets of the Tilda business. The disposition of the Tilda operating segment represented a strategic shift that had a
major impact on the Company’s operations and financial results and has been accounted for as discontinued operations. Net
income (loss) from discontinued operations, net of tax on the Consolidated Statements of Operations was nil for the year ended
June 30, 2022. The following table presents the major classes of Tilda’s results within net income (loss) from discontinued
operations, net of tax on the Consolidated Statements of Operations for the fiscal years ended June 30, 2021 and 2020:
Net sales
Cost of sales
Gross profit
Selling, general and administrative expense
Other expense
Interest expense (1)
Translation loss (2)
Gain on sale of discontinued operations
Loss income from discontinued operations before income taxes
(Benefit) provision for income taxes (3)
Net income (loss) from discontinued operations, net of tax
$
2021
2020
— $
—
—
—
75
—
—
—
(75)
(11,320)
30,399
26,648
3,751
5,185
1,172
2,432
95,120
(9,386)
(90,772)
12,909
$
11,245
$
(103,681)
(1) Interest expense was allocated to discontinued operations based on borrowings repaid with proceeds from the sale of Tilda.
(2) At the completion of the sale of Tilda, the Company reclassified $95,120 of related cumulative translation losses from
accumulated other comprehensive loss to discontinued operations, net of tax.
(3) Includes $11,320 of tax benefit related to the legal entity reorganization for the twelve months ended June 30, 2021, as well
as a tax provision related to the tax gain on the sale of Tilda of $13,960 for the twelve months ended June 30, 2020.
There were no assets or liabilities from discontinued operations associated with Tilda as of June 30, 2022 and June 30, 2021.
Sale of Hain Pure Protein Reportable Segment
Sale of Hain Pure Protein Corporation and EK Holdings, Inc.
On June 28, 2019, the Company completed the sale of the remainder of Hain Pure Protein and EK Holdings, Inc. which
included the FreeBird and Empire Kosher businesses. Other portions of the business were sold prior to June 28, 2019. The
purchase price, net of customary adjustments based on the closing balance sheet of HPPC, was $77,714. The Company used the
proceeds from the sale to pay down outstanding borrowings under its term loan. As a result of the disposition, the Company
recognized a pre-tax loss of $636 in the twelve months ended June 30, 2019 to write down the assets and liabilities to the final
sales price less costs to sell. The following table presents the major classes of Hain Pure Protein’s line items constituting the
loss from discontinued operations, net of tax on the Consolidated Statements of Operations:
Loss on sale of discontinued operations
Net loss from discontinued operations before income taxes
Benefit for income taxes
Net loss from discontinued operations, net of tax
$
June 30,
2020
3,043
(3,043)
(684)
(2,359)
There were no assets or liabilities from discontinued operations associated with Hain Pure Protein as of June 30, 2022 or 2021.
63
5.
INVENTORIES
Inventories consisted of the following:
Finished goods
Raw materials, work-in-progress and packaging
6.
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
Land
Buildings and improvements
Machinery and equipment
Computer hardware and software
Furniture and fixtures
Leasehold improvements
Construction in progress
Less: Accumulated depreciation and impairment
June 30,
2022
June 30,
2021
$
$
202,544
105,490
308,034
$
$
187,884
97,526
285,410
June 30,
2022
June 30,
2021
$
11,216
$
51,849
296,398
65,680
23,522
54,999
27,200
530,864
233,459
$
297,405
$
13,666
58,143
306,811
65,132
23,546
54,360
21,633
543,291
230,514
312,777
Depreciation expense for the fiscal years ended June 30, 2022, 2021 and 2020 was $31,235, $34,291 and $31,409, respectively.
During fiscal year 2022, the Company completed the sale of undeveloped land plots in Boulder, Colorado in the United States
for total cash proceeds of $10,005, net of brokerage and other fees, resulting in a gain in the amount of $8,656, which is
included as a component of other (income) expense, net on the Consolidated Statement of Operations. The Company
recognized a non-cash impairment charge of $303 during the fiscal year ended June 30, 2022 relating to a facility in the United
Kingdom. Further, a facility in the United States was held for sale as of June 30, 2022 with a net carrying amount of $1,840.
During fiscal year 2021, the Company recorded $1,333 of non-cash impairment charges related to the write-down of building
improvements. Additionally, during fiscal year 2021, the Company completed the sale of its manufacturing facility in
Moonachie, NJ in the United States which resulted in a gain in the amount of $4,900. In connection with the sale, property,
plant and equipment, net in the amount of $5,502 was written off. In addition to the aforementioned items, a non-cash
impairment charge of $244 was recorded related to a facility in the United Kingdom which was held for sale as of June 30,
2021; the remaining property, plant and equipment, net of $1,874 was classified as held for sale on the Consolidated Balance
Sheets as of June 30, 2021.
During fiscal 2020, the Company recorded $12,313 of non-cash impairment charges primarily related to a write-down of
building improvements, machinery and equipment in the United States and Europe used to manufacture certain slow moving or
low margin SKUs, held for sale accounting of Danival and consolidation of certain office space and manufacturing facilities.
64
7.
LEASES
The Company leases office space, warehouse and distribution facilities, manufacturing equipment and vehicles primarily in
North America and 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. A limited
number of lease agreements include rental payments adjusted periodically for inflation.
Certain 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. The Company does not have any related
party leases, and sublease transactions are de minimis.
The components of lease expenses for the fiscal years ended June 30, 2022, 2021 and 2020 were as follows:
Operating lease expenses (a)
Finance lease expenses (a)
Variable lease expenses
Short-term lease expenses
Total lease expenses
$
$
2022
Fiscal Year Ended
2021
2020
15,911
$
16,403
$
251
1,010
3,394
391
1,423
2,387
20,566
$
20,604
$
18,981
1,197
2,570
1,723
24,471
(a) For the fiscal year ended June 30, 2020, operating lease expenses and finance lease expenses included $1,505 and $251,
respectively, of ROU asset impairment charges associated with the Company’s ongoing productivity and transformation
initiatives. Of this amount, $929 was recognized as a component of long-lived asset and intangibles impairment on the
Consolidated Statement of Operations with the remainder recognized as a component of cost of sales.
Supplemental balance sheet information related to leases is as follows:
Leases
Assets
Classification
June 30, 2022
June 30, 2021
$
$
$
$
114,691
413
115,104
$
$
13,154
$
149
107,481
278
121,062
$
92,010
547
92,557
10,870
229
85,929
326
97,354
Operating lease ROU assets
Operating lease right-of-use assets
Finance lease ROU assets, net
Property, plant and equipment, net
Total leased assets
Liabilities
Current
Operating
Finance
Non-current
Operating
Finance
Total lease liabilities
Accrued expenses and other current
liabilities
Current portion of long-term debt
Operating lease liabilities, noncurrent
portion
Long-term debt, less current portion
65
Additional information related to leases is as follows:
Supplemental cash flow information
Cash paid for amounts included in the
measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
ROU assets obtained in exchange for lease
obligations (b):
Operating leases
Finance leases
ROU assets obtained in connection with an
acquisition (See Note 4):
Operating leases
Weighted average remaining lease term:
Operating leases
Finance leases
Weighted average discount rate:
Operating leases
$
$
$
$
$
$
Fiscal Year Ended
2022
2021
2020
$
$
$
$
$
$
15,462
20
226
35,337
116
4,098
9.3 years
4.1 years
$
$
$
$
$
$
16,738
17
338
25,446
690
—
9.8 years
4.0 years
17,290
26
543
104,915
1,475
—
10.0 years
2.5 years
3.9 %
3.3 %
3.0 %
Finance leases
2.3 %
(b) ROU assets obtained in exchange for lease obligations includes the impact of the adoption of ASU 2016-02 effective July 1,
2019 (see Note 2) and leases which commenced, were modified or terminated during the fiscal year ended June 30, 2020.
3.9 %
4.1 %
Maturities of lease liabilities as of June 30, 2022 were as follows:
Fiscal Year
Operating leases
Finance leases
Total
2023
2024
2025
2026
2027
Thereafter
Total lease payments
Less: Imputed interest
Total lease liabilities
$
17,039
$
162
$
17,886
15,850
15,306
15,012
65,768
146,861
26,226
120,635
$
$
80
80
67
53
25
467
40
427
$
17,201
17,966
15,930
15,373
15,065
65,793
147,328
26,266
121,062
66
8.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The following table shows the changes in the carrying amount of goodwill by reportable segment:
Balance as of June 30, 2020
Divestiture
Translation and other adjustments, net
Balance as of June 30, 2021
Acquisition activity (See Note 4)
Translation and other adjustments, net
Balance as of June 30, 2022
North America
International
Total
$
$
606,055
$
255,903
$
(8,429)
3,186
600,812
95,645
(742)
695,715
$
(14,362)
28,714
270,255
—
(32,174)
238,081
$
861,958
(22,791)
31,900
871,067
95,645
(32,916)
933,796
The Company completed its annual goodwill impairment analysis in the fourth quarter of fiscal 2022 and concluded that no
impairment existed at any of its reporting units.
During April 2021, the Company completed the divestiture of its Dream business, a component of the United States and Canada
reporting units. Goodwill of $8,429 was assigned to the divested business on a relative fair value basis.
During January 2021, the Company completed the divestiture of its Fruit business, a component of the Hain Daniels reporting
unit. Goodwill of $14,362 was assigned to the divested business on a relative fair value basis.
Other Intangible Assets
The following table sets forth balance sheet information for intangible assets, excluding goodwill, subject to amortization and
intangible assets not subject to amortization:
Non-amortized intangible assets:
Trademarks and tradenames(1)
Amortized intangible assets:
Other intangibles
Less: accumulated amortization and impairment
Net carrying amount
June 30,
2022
June 30,
2021
$
379,466
$
273,471
199,448
(101,381)
146,856
(105,432)
$
477,533
$
314,895
(1) The gross carrying value of trademarks and trade names is reflected net of $94,873 and $93,273 of accumulated
impairment charges as of June 30, 2022 and 2021, respectively.
The Company completed its annual assessment of impairment for indefinite-lived intangible assets in the fourth quarter of fiscal
2022. The assessment indicated that the fair value of the Company’s indefinite-lived intangible assets exceeded their carrying
values and no impairment existed.
See Note 4, Acquisitions and Dispositions, for details surrounding the acquisition of THWR, including $193,800 of identifiable
intangible assets acquired on December 28, 2021.
During fiscal 2022, the Company recorded an impairment of $1,600 related to an indefinite-lived intangible asset that has been
deemed worthless. The amount of the impairment recorded represents the remaining carrying amount of the indefinite-lived
intangible asset. The impairment loss is recorded within long-lived asset and intangibles impairment on the Consolidated
Statements of Operations. The asset was part of the North America reportable segment.
In the fourth quarter of fiscal 2021, the Company completed the divestiture of its Dream and GG businesses. Other intangible
assets totaling $7,833 and $729, consisting primarily of trademarks, were assigned to the divested businesses, respectively.
67
Amortizable intangible assets, which are deemed to have a finite life, primarily consist of customer relationships and are being
amortized over their estimated useful lives of 7 to 25 years. Amortization expense was $10,214, $8,931 and $11,638 for the
years ended June 30, 2022, 2021 and 2020, respectively.
Expected amortization expense over the next five fiscal years is as follows:
2023
Fiscal Year Ending June 30,
2025
2026
2024
2027
Estimated amortization expense
$
11,463
$
8,748
$
7,893
$
7,509
$
7,277
The weighted average remaining amortization period of amortized intangible assets is 13.7 years.
9.
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
Payroll, employee benefits and other administrative accruals
Facility, freight and warehousing accruals
Selling and marketing related accruals
Short-term operating lease liabilities
Other accruals
10.
DEBT AND BORROWINGS
Debt and borrowings consisted of the following:
Revolving credit facility
Term loans
Less: Unamortized issuance costs
Other borrowings(1)
$
$
$
June 30, 2022
June 30, 2021
44,756
$
10,922
9,548
13,154
8,453
71,229
15,197
9,988
10,870
10,673
86,833
$
117,957
June 30, 2022
June 30, 2021
593,000
$
230,000
296,250
(1,105)
498
888,643
—
—
1,022
231,022
Short-term borrowings and current portion of long-term debt(2)
Long-term debt, less current portion
(1) Included in other borrowings are $427 (2021: $555) of finance lease obligations as discussed in Note 7, Leases.
(2) Included in short-term borrowings are $149 (2021: $229) of short-term finance lease obligations as discussed in Note 7,
Leases.
880,938
230,492
7,705
530
$
$
Amended and Restated Credit Agreement
On December 22, 2021, the Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated
Credit Agreement (the “Credit Agreement”). The Credit Agreement provides for senior secured financing of $1,100,000 in the
aggregate, consisting of (1) $300,000 in aggregate principal amount of term loans (the "Term Loans") and (2) an $800,000
senior secured revolving credit facility (which includes borrowing capacity available for letters of credit, and is comprised of a
$440,000 U.S. revolving credit facility and a $360,000 global revolving credit facility) (the "Revolver"). Both the Revolver and
the Term Loans mature on December 22, 2026. As of June 30, 2022, there were $593,000 of loans under the Revolver,
$296,250 of Term Loans, and $6,769 of letters of credit outstanding under the Credit Agreement.
The Credit Agreement provides that loans will bear interest at rates based on (a) the Eurodollar Rate plus a rate ranging from
0.875% to 1.750% per annum or (b) the Base Rate plus a rate ranging from —% to 0.750% per annum, the relevant rate being
the Applicable Rate. The Applicable Rate will be determined in accordance with a leverage-based pricing grid, as set forth in
68
the Credit Agreement. Swing Line Loans and Global Swing Line Loans denominated in U.S. Dollars will bear interest at the
Base Rate plus the Applicable Rate, and Global Swing Line Loans denominated in foreign currencies shall bear interest based
on (a) the Euro Short Term Rate, or €STR, in the case of such loans denominated in Euros plus the Applicable Rate, (b) the
Sterling Overnight Index Average Reference Rate, or SONIA, in the case of such loans denominated in Sterling plus the
Applicable Rate or (c) the Canadian Prime Rate plus the Applicable Rate. The weighted average interest rate on outstanding
borrowings under the Credit Agreement at June 30, 2022 was 3.10%. Additionally,
the Credit Agreement contains a
Commitment Fee on the amount unused under the Credit Agreement ranging from 0.150% to 0.250% per annum, and such
Commitment Fee is determined in accordance with a leverage-based pricing grid.
The Credit Agreement includes maintenance covenants that will require compliance with a consolidated interest coverage ratio,
a consolidated secured leverage ratio and a consolidated leverage ratio. As of June 30, 2022, $203,981 was available under the
Credit Agreement, and the Company was in compliance with all associated covenants.
In connection with the Credit Agreement, the Company and its material domestic subsidiaries entered into an Amended and
Restated Security and Pledge Agreement (the “Security Agreement”), pursuant to which all of the obligations under the Credit
Agreement will be secured by liens on assets of the Company and its material domestic subsidiaries, including the equity
interests in each of their direct subsidiaries and intellectual property, subject to agreed-upon exceptions.
Credit Agreement Issuance Costs
Based on the Company's evaluation of the borrowing capacity associated with the creditors participating in the previous facility
compared to those in the Credit Agreement, $1,762 of the $2,036 of unamortized deferred financing costs at December 22,
2021 were deferred and the remaining $274 were expensed as a component of interest and other financing expense, net on the
Consolidated Statement of Operations. Additionally, the Company incurred debt issuance costs of approximately $2,764 in
connection with the Credit Agreement. Of the total $4,526 of deferred debt issuance costs, $3,292 were associated with the
Revolver and are being amortized on a straight-line basis within other assets on the Consolidated Balance Sheets, and $1,234
are being amortized on a straight-line basis, which approximates the effective interest method, as an adjustment to the carrying
amount of the Term Loans as a component of interest and other financing expense, net on the Consolidated Statement of
Operations over the term of the Credit Agreement.
Maturities of all debt instruments at June 30, 2022, are as follows:
Due in Fiscal Year
Amount
2023
2024
2025
2026
2027
Thereafter
$
7,705
7,595
7,580
7,561
7,557
850,645
$
888,643
Interest paid during the fiscal years ended June 30, 2022, 2021 and 2020 amounted to $9,926, $5,903 and $15,514, respectively.
69
11.
INCOME TAXES
The components of income (loss) from continuing operations before income taxes and equity in net loss of equity-method
investees were as follows:
Domestic
Foreign
Total
The provision for income taxes consisted of the following:
Fiscal Year Ended June 30,
2022
24,541
78,950
103,491
2021
60,215
48,578
108,793
$
$
$
$
2020
(29,339)
63,167
33,828
$
$
Fiscal Year Ended June 30,
2022
2021
2020
Current:
Federal
State and local
Foreign
Deferred:
Federal
State and local
Foreign
Total
$
(44,595)
$
(197)
$
179
13,714
13,696
6,237
(463)
3,246
9,020
2,243
1,735
27,253
31,231
14,266
(10,064)
5,660
9,862
$
22,716
$
41,093
$
619
14,021
(29,955)
33,007
3,414
(261)
36,160
6,205
Cash paid for income taxes, net of (refunds), during the fiscal years ended June 30, 2022 amounted to $19,235. For the fiscal
year ended June 30, 2021, the Company received net tax refunds of $32,998 including a $53,817 tax loss carryback claim under
the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") which allowed for, among other provisions, a five-
year carryback of net operating losses (“NOLs”) for 2018-2020 offset by taxes paid in other jurisdictions. Cash paid for income
taxes, net of refunds, during the fiscal year ended June 30, 2020 amounted to $16,162.
The reconciliation of the U.S. federal statutory rate to the Company’s effective rate on income before provision for income
taxes is as follows:
Expected United States federal income tax at
statutory rate
State income taxes, net of federal provision
(benefit)
Foreign income at different rates
Impairment of intangible assets
Change in valuation allowance(a)
Change in reserves for uncertain tax positions
Change in foreign tax rate(b)
Loss on disposal of subsidiary
U.S. tax (benefit) on foreign earnings
CARES Act(c)
Other
2022
%
2021
%
2020
%
Fiscal Year Ended June 30,
$
21,733
21.0 % $
22,847
21.0 % $
7,104
21.0 %
1,227
1.2 %
1,150
1.1 %
(668)
(1.9)%
(576)
(0.6)%
—
(220)
(997)
(341)
2,404
— %
(0.2)%
(1.0)%
(0.3)%
— %
2.3 %
— %
(514)
(0.4)%
4,756
13,466
(5,921)
1,971
1,840
1,073
(50)
(1,116)
1,077
4.4 %
12.4 %
(5.4)%
1.8 %
1.7 %
1.0 %
(0.1)%
(1.0)%
1.0 %
382
—
4,499
7,925
—
—
1.1 %
— %
13.3 %
23.4 %
— %
— %
7,449
22.0 %
(25,668)
(75.9)%
5,182
6,205
15.3 %
18.3 %
Provision for income taxes
$
22,716
21.9 % $
41,093
37.8 % $
70
(a) The Company estimated that it would utilize certain of its state tax loss carryovers in the year ended June 30, 2021. This
positive evidence, in addition to other positive evidence, resulted in the Company releasing the valuation allowance on its state
deferred assets of $9,774. Further, in fiscal 2021, there was a release of a valuation allowance of $1,600 related to Danival; an
increase in the valuation allowance of $5,051 related to the UK rate change; and a valuation allowance increase of $402
related to capital leases.
(b) In fiscal year 2021, the U.K. enacted into law a tax rate increase from 17% to 19% and on June 10, 2021, the U.K. enacted
an increase in the corporate income tax rate to 25% effective April 1, 2023. The rate change impact in fiscal 2021 was
primarily for the re-measurement of deferred tax liabilities on indefinite lived intangible assets.
(c) In fiscal 2020, the Company carried back NOLs generated in the June 30, 2019 tax year for five years, resulting in an
income tax benefit of $18,949. The $18,949 income tax benefit represents the federal rate differential between 35% and 21%. In
addition, there was an indirect tax benefit of $6,719 related to discontinued operations due to the CARES Act. Accordingly, the
gross benefit recorded under the CARES Act in fiscal 2020 was $25,668 prior to the reserve under ASC 740-10. In fiscal 2021,
the Company received the full refund with interest, with the net adjustment resulting in a benefit of $1,116.
With the effective date of January 1, 2018, the Tax Act also introduced a provision to tax global intangible low-taxed income
(“GILTI”) of foreign subsidiaries and a measure to tax certain intercompany payments under the base erosion anti-abuse tax
“BEAT” regime. For the fiscal years ended June 30, 2022, 2021 and 2020, the Company did not generate intercompany
transactions that met the BEAT threshold but does have to include GILTI tax relating to the Company’s foreign subsidiaries.
The Company elected to account for GILTI tax as a current period cost and recorded expense of $1,119 during the fiscal year
ended June 30, 2022. The GILTI of $1,119 is included in the U.S. tax benefit on foreign earnings in the effective tax rate which
also includes tax expense related to Subpart F income and unremitted earnings in total.
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities
for financial reporting purposes and the amounts for income tax purposes. Deferred tax assets and liabilities consisted of the
following:
June 30, 2022
June 30, 2021
Noncurrent deferred tax assets (liabilities):
Basis difference on inventory
Reserves not currently deductible
Basis difference on intangible assets
Basis difference on property and equipment
Other comprehensive income
Net operating loss and tax credit carryforwards
Stock-based compensation
Unremitted earnings of foreign subsidiaries
Operating lease liability
Lease ROU assets
Other
Valuation allowances
$
6,395
$
11,675
(119,109)
(15,049)
(726)
50,077
1,516
(2,232)
25,423
(23,905)
7,782
(36,891)
Noncurrent deferred tax liabilities, net(1)
$
(95,044) $
6,213
15,261
(70,482)
(11,643)
2,792
43,960
1,797
(1,172)
14,165
(12,971)
7,048
(37,453)
(42,485)
(1) Includes $0 and $154 of non-current deferred tax assets included within other assets on the June 30, 2022 and 2021
Consolidated Balance Sheets, respectively.
At June 30, 2022 and 2021, the Company had U.S. federal NOL carryforwards of approximately $79,890 and $59,514,
respectively, certain of which will not expire until 2036. Certain of these federal loss carryforwards are subject to Internal
Revenue Code Section 382 which imposes limitations on utilization following certain changes in ownership of the entity
generating the loss carryforward. The Company had foreign NOL carryforwards of approximately $12,108 and $15,441 at
June 30, 2022 and 2021, respectively, the majority of which are indefinite lived.
For the year ended June 30, 2022, the Company represents that $149,252 of foreign earnings are not permanently reinvested
with a corresponding deferred tax liability of $2,232. The Company continues to reinvest $809,196 of undistributed earnings of
its foreign subsidiaries and may be subject to additional foreign withholding taxes and U.S. state income taxes if it reverses its
71
indefinite reinvestment assertion on these foreign earnings in the future. All other outside basis differences not related to
earnings were impractical to account for at this period of time and are currently considered as being permanent in duration.
As required by the authoritative guidance on accounting for income taxes, the Company evaluates the realizability of deferred
tax assets on a jurisdictional basis at each reporting date. Accounting for income taxes requires that a valuation allowance be
established when it is more likely than not that all or a portion of the deferred tax assets will not be realized. In circumstances
where there is sufficient negative evidence indicating that the deferred tax assets are not more likely than not realizable, the
Company establishes a valuation allowance. The Company has recorded valuation allowances in the amounts of $36,891 and
$37,453 at June 30, 2022 and 2021, respectively.
The changes in valuation allowances against deferred income tax assets were as follows:
Balance at beginning of year
Additions charged to income tax expense
Reductions credited to income tax expense
THWR purchase accounting
Currency translation adjustments
Balance at end of year
Fiscal Year Ended June 30,
2022
2021
37,453
$
784
(1,004)
1,743
(2,085)
36,891
$
41,941
5,601
(11,520)
—
1,431
37,453
$
$
Unrecognized tax benefits activity, including interest and penalties, is summarized below:
Balance at beginning of year
Additions based on tax positions related to the current year
Additions based on tax positions related to prior years
Reductions due to lapse in statute of limitations and settlements
Fiscal Year Ended June 30,
2022
2021
2020
$
22,870
$
20,899
$
11,869
273
304
(1,546)
343
3,045
(1,417)
636
8,499
(105)
Balance at end of year
$
21,901
$
22,870
$
20,899
As of June 30, 2022, the Company had $21,901 of unrecognized tax benefits, of which $18,089 represents an amount that, if
recognized, would impact the effective tax rate in future periods. As of June 30, 2021, the Company had $22,870 of
unrecognized tax benefits, of which $19,058 represents the amount that, if recognized, would impact the effective tax rate in
future periods. As of June 30, 2020, the Company had $20,899 of unrecognized tax benefits of which $17,087 would impact the
effective income tax rate in future periods. Accrued liabilities for interest and penalties were $2,952 and $2,549 at June 30,
2022 and 2021, respectively.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and
several foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-
U.S. income tax examinations by tax authorities for years prior to fiscal 2014. However, to the extent we generated NOLs or tax
credits in closed tax years, future use of the NOL or tax credit carryforward balance would be subject to examination within the
relevant statute of limitations for the year in which utilized. The Company is no longer subject to tax examinations in the United
Kingdom for years prior to fiscal 2021. Given the uncertainty regarding when tax authorities will complete their examinations
and the possible outcomes of their examinations, a current estimate of the range of reasonably possible significant increases or
decreases of income tax that may occur within the next twelve months cannot be made. Although there are various tax audits
currently ongoing, the Company does not believe the ultimate outcome of such audits will have a material impact on the
Company’s consolidated financial statements.
72
12.
STOCKHOLDERS’ EQUITY
Preferred Stock
The Company is authorized to issue “blank check” preferred stock of up to 5,000 shares with such designations, rights and
preferences as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors is
empowered to issue, without stockholder approval, preferred stock with dividends, liquidation, conversion, voting or other
rights which could decrease the amount of earnings and assets available for distribution to holders of the Company’s common
stock. At June 30, 2022 and 2021, no preferred stock was issued or outstanding.
Accumulated Other Comprehensive Loss
The following table presents the changes in accumulated other comprehensive loss (“AOCL”):
Fiscal Year Ended June 30,
2022
2021
Foreign currency translation adjustments:
Other comprehensive (loss) income before reclassifications
Amounts reclassified into income (1)
Deferred gains (losses) on cash flow hedging instruments:
Amount of gain (loss) recognized in AOCL on derivatives
Amount of gain (loss) reclassified from AOCL into income (expense) (2)
Deferred gains (losses) on fair value hedging instruments:
Amount of gain recognized in AOCL on derivatives
Amount of gain reclassified from AOCL into income
Deferred gain (losses) on net investment hedging instruments:
Amount of gain (loss) recognized in AOCL on derivatives
Amount of gain reclassified from AOCL into income (3)
$
(102,113) $
—
3,511
(2,711)
559
(59)
9,954
(612)
Net change in AOCL
$
(91,471) $
85,581
16,073
(810)
1,290
—
—
(3,359)
(394)
98,381
(1) Foreign currency translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into
income once the liquidation of the respective foreign subsidiaries is substantially complete. At the completion of the
sales of Danival, Fruit and GG UniqueFiber®, the Company reclassified 16,073 of translations from AOCL to the
Company's results of operations.
(2) Amounts reclassified into income (expense) for deferred gains (losses) on cash flow hedging instruments are recorded
on the Consolidated Statements of Operations as follows:
Cost of sales
Interest and other financing expense, net
Other expense (income), net
Fiscal Year Ended June 30,
2022
2021
$
$
$
108
105
3,218
$
$
$
68
(150)
(1,556)
(3) Amounts reclassified into income for deferred gains on net investment hedging instruments are recognized in “interest
and other financing expense, net” in the Consolidated Statements of Operations and were $772 and $498 for the fiscal
years ended June 30, 2022 and 2021, respectively.
Share Repurchase Program
In June 2017, August 2021 and January 2022, the Company's Board of Directors authorized the repurchase of up to $250,000,
$300,000 and $200,000 of the Company’s issued and outstanding common stock, respectively. Share repurchases under each of
the 2021 and 2022 authorizations commenced after the previous authorizations were fully utilized. Repurchases may be made
from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise. The current 2022
73
authorization does not have a stated expiration date. The extent to which the Company repurchases its shares and the timing of
such repurchases will depend upon market conditions and other corporate considerations. In November 2021, the Company
entered into a share repurchase agreement with affiliates of Engaged Capital, LLC (collectively, the “Selling Stockholders”),
pursuant to which the Company repurchased 1,700 shares directly from the Selling Stockholders at a price of $45.00 per share
(see Note 21, Related Party Transactions). During the fiscal year ended June 30, 2022, the Company repurchased 10,626 shares
under the repurchase program, inclusive of the shares repurchased from the Selling Stockholders, for a total of $408,886,
excluding commissions, at an average price of $38.48 per share. As of June 30, 2022, the Company had $173,514 of remaining
authorization under the share repurchase program. During the fiscal year ended June 30, 2021, the Company repurchased 3,080
shares under the repurchase program for a total of $107,421, excluding commissions, at an average price of $34.87 per share.
Of that amount, $1,415 was included in accrued expenses and other current liabilities on the Consolidated Balance Sheet as of
June 30, 2021 pending settlement of trade.
13.
STOCK-BASED COMPENSATION AND INCENTIVE PERFORMANCE PLANS
The Company has a stockholder-approved plan, the Amended and Restated 2002 Long-Term Incentive and Stock Award Plan
(the “2002 Plan”), under which the Company’s officers, senior management, other key employees, consultants and directors
may be granted equity-based awards. The Company also grants shares under its 2019 Equity Inducement Award Program (the
“2019 Inducement Program”) to induce selected individuals to become employees of the Company. The 2002 Plan and 2019
Inducement Program are collectively referred to as the “Stock Award Plans”. In conjunction with the Stock Award Plans, the
Company maintains a long-term incentive program (the “LTIP”) that provides for equity awards, including performance and
market-based equity awards that can be earned over defined performance periods.
There were 873, 237 and 990 shares underlying restricted stock awards (“RSAs”) or restricted share units (“RSUs”) granted
under the Stock Award Plans during fiscal years 2022, 2021 and 2020, respectively, of which 249, 51 and 554, respectively,
were granted under the LTIP and are subject to the achievement of minimum performance goals or market conditions, with the
remaining being service-based awards. For performance awards and market awards, the foregoing share figures are stated at
target levels, and the awards outstanding at June 30, 2022 generally provide for vesting at 0% to 200% of the target level. There
were no options granted under the Stock Award Plans during fiscal years 2022, 2021 and 2020. At June 30, 2022, there were
6,355 and 2,635 shares available for grant under the 2002 Plan and 2019 Inducement Program, respectively.
Restricted Stock
Awards of restricted stock are either RSAs or RSUs that are issued at no cost to the recipient. RSA holders have all rights of a
stockholder at the grant date, subject to certain restrictions on transferability and a risk of forfeiture. There were no RSAs
outstanding at June 30, 2022. Shares underlying RSUs are not issued until vesting. Both award types are subject to continued
employment and vesting conditions in accordance with provisions set forth in the applicable award agreements. The Company
also grants market-based RSUs that vest contingent on meeting specific Total Shareholder Return (“TSR”) targets over a
specified time period, and performance-based RSUs that vest contingent on meeting specific financial results within a specified
time period. Performance-based or market-based RSUs are issued in the form of performance share units (“PSUs”).
A summary of the restricted stock activity (including all RSAs, RSUs and PSUs) for the last three fiscal years ended June 30 is
as follows:
Non-vested - RSAs, RSUs and PSUs
Granted
Vested
Forfeited
Non-vested - RSAs, RSUs and PSUs
Weighted
Average
Grant
Date Fair
Value
(per share)
$16.55
$43.55
$15.61
$32.98
$42.44
2022
1,780
873
(1,583)
(280)
790
Weighted
Average
Grant
Date Fair
Value
(per share)
$15.85
$36.13
$25.21
$17.18
$16.55
2021
2,050
237
(375)
(132)
1,780
Weighted
Average
Grant
Date Fair
Value
(per share)
$12.94
$17.36
$23.28
$8.80
$15.85
2020
2,729
990
(290)
(1,379)
2,050
At June 30, 2022, the table above includes a total of 163 shares that represent the target number of shares that may be earned
based on pre-defined market conditions that are eligible to vest ranging from 0% to 200% of target. All such shares relate to the
2022-2024 LTIP as further described below. Granted shares also include 56 shares that may be earned based on certain
performance-based metrics being met, all of which remained outstanding at June 30, 2022. Vested shares during the year ended
74
June 30, 2022 include a total of 1,299 shares under the 2019-2021 LTIP that vested at 100% of target based on achievement of
target absolute total shareholder return ("TSR") levels, and a total of 13 shares granted in a previous period that vested based on
certain performance-based metrics being met. Vested shares during the year ended June 30, 2021 include a total of 20 shares
under the 2018-2020 LTIP that vested at 150% of target based on achievement of the maximum relative TSR target.
The fair value of RSAs, RSUs and PSUs granted and of shares vested, and the tax benefit recognized from restricted shares
vesting, for the last three fiscal years ended June 30 was as follows:
Fair value of restricted stock granted
Fair value of restricted stock vested
Tax benefit recognized from restricted stock vesting
Fiscal Year Ended June 30,
2022
38,005
71,376
3,658
$
$
$
2021
8,551
15,847
1,597
$
$
$
2020
17,179
6,775
939
$
$
$
At June 30, 2022, $22,706 of unrecognized stock-based compensation expense related to non-vested restricted stock was
expected to be recognized over a weighted average period of approximately 1.9 years.
Long-Term Incentive Program
The participants of the LTIP include certain of the Company’s executive officers and other key executives. The LTI Program is
administered by the Compensation Committee which is responsible for, among other items, selecting the specific performance
measures for awards, setting the target performance required to receive an award after the completion of the performance
period, and determining the specific payout to the participants.
•
2022-2024 LTIP
During the fiscal year ended June 30, 2022, the Company granted 242 RSUs under the LTIP which vest over a three
year period subject to continued employment. At June 30, 2022, 202 RSUs were outstanding under the LTI Program.
During the fiscal year ended June 30, 2022, the Company granted market-based PSU awards under the LTIP with a
total target payout of 193 shares of common stock. At June 30, 2022, 163 of such shares were outstanding. Vesting is
pursuant to a defined calculation of either relative TSR or absolute TSR (as defined in the award agreement) over the
period from November 18, 2021 through the earlier of (i) November 17, 2024; (ii) the date the participant’s
employment is terminated due to death or Disability (as defined); or (iii) the effective date of a Change in Control (as
defined in the award agreement) (the “TSR Performance Period”). Vesting of 109 target shares of the outstanding PSU
awards is pursuant to a defined calculation of relative TSR over the TSR Performance Period (the “Relative TSR
PSUs”). Vesting of 54 target shares of the outstanding PSU awards is pursuant to the achievement of pre-established
three-year compound annual TSR targets over the TSR Performance Period (the “Absolute TSR PSUs”). Total shares
eligible to vest for both the Relative TSR PSUs and Absolute TSR PSUs range from 0% to 200% of the target amount.
Grant date fair values are calculated using a Monte Carlo simulation model with weighted average grant date fair
values per target share and related valuation assumptions as follows:
Grant date fair value (per target share)
Risk-free interest rate
Expected dividend yield
Expected volatility
Expected term
•
2019-2021 LTIP
Absolute TSR
PSUs
Relative TSR PSUs
$39.00
0.89 %
—
36.93 %
2.99 years
$60.09
0.89 %
—
24.46 %
2.99 years
Vesting is pursuant to the achievement of pre-established three-year compound annual TSR targets over the period
from November 6, 2018 to November 6, 2021 with total shares eligible to vest ranging from 0% to 300% of the target
award amount. Certain shares are subject to a holding period of one year after the vesting date, resulting in an
illiquidity discount being applied to the grant date fair value for such shares. There were 51 and 554 PSUs granted
during fiscal years 2021 and 2020, respectively. No such awards were granted during fiscal year 2022. Grant date fair
75
values are calculated using a Monte-Carlo simulation model. The weighted average grant date fair values per target
share and related valuation assumptions were as follows:
Grant date fair value (per target share)
Risk-free interest rate
Expected dividend yield
Expected volatility
Expected term
Fiscal Year ended June 30,
2021
$32.13
0.13%
—
40.37%
2020
$10.92
1.54%
—
36.28%
1.17 years
1.85 years
In the second quarter of fiscal 2022, the Compensation Committee determined that all outstanding awards under the 2019-2021
LTIP vested at 100% as a result of the TSR targets having been met.
•
2018-2020 LTIP
Vesting was pursuant to a defined calculation of relative TSR over the period from January 24, 2019 to June 30, 2020,
with total shares eligible to vest ranging from 0% to 150% of the grant. No such awards were granted during fiscal
2021 or 2020. In the first quarter of fiscal 2021, the Compensation Committee determined that all outstanding awards
under the 2018-2020 LTIP vested at 150% as a result of the maximum relative TSR target having been met.
CEO Inducement Grant
On November 6, 2018, the Company’s CEO, Mark L. Schiller received a market-based PSU award with a target payout of 350
shares of common stock and a maximum payout of 1,050 shares of common stock (the “CEO Inducement Grant”). Vesting was
pursuant to the achievement of pre-established three-year compound annual TSR levels over the period from November 6, 2018
to November 6, 2021. These PSUs were subject to a holding period of one year after the vesting date. As such, an illiquidity
discount was applied to the grant date fair value. The grant date fair value per target share and related valuation assumptions
used in the Monte Carlo simulation to value this award were as follows:
Grant date fair value (per target share)
Risk-free interest rate
Expected dividend yield
Expected volatility
Expected term
$21.63
2.99 %
—
35.17 %
3.00 years
The total grant date fair value of the award was $7,571. This PSU award was granted outside of the Stock Award Plans. In the
second quarter of fiscal 2022, the Compensation Committee determined that the CEO Inducement Grant vested at 100% as a
result of the TSR targets having been met.
Other Grants
Additionally, from time to time, the Company grants other awards that can be RSUs or PSUs to certain employees. RSUs
generally vest over periods of one to three years based upon continued employment. PSUs generally vest over periods of one to
three years based upon continued employment and the achievement of certain performance-based metrics being met. As of
June 30, 2022, there were 369 and 56 of such RSUs and PSUs outstanding, respectively.
76
Summary of Stock-Based Compensation
Compensation cost and related income tax benefits recognized on the Consolidated Statements of Operations for stock-based
compensation plans were as follows:
Selling, general and administrative expense
Discontinued operations
Total compensation cost recognized for stock-based compensation plans
Related income tax benefit
Stock Options
Fiscal Year Ended June 30,
2022
2021
2020
$
$
$
15,611
—
15,611
1,574
$
$
$
15,659
—
15,659
1,296
$
$
$
13,078
544
13,622
1,518
The Company did not grant any stock options in fiscal years 2022, 2021 or 2020, and there were no stock options exercised
during these periods. There were 122 options outstanding at each of June 30, 2022, 2021 and 2020, relating to a grant under a
prior plan. Although no further awards can be granted under the prior plan, the options outstanding continue in accordance with
the terms of the plan and grant.
For options outstanding and exercisable at June 30, 2022, the aggregate intrinsic value (the difference between the closing stock
price on the last day of trading in the year and the exercise price) was $2,578, and the weighted average remaining contractual
life was 9.0 years. The weighted average exercise price of these options was $2.26. At June 30, 2022, there was no
unrecognized compensation expense related to stock option awards.
14.
INVESTMENTS
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 June 30, 2022 and 2021, the
carrying value of the Company’s investment in Founders Table was $9,491 and $10,699, respectively, and is included on the
Consolidated Balance Sheets as a component of investments and joint ventures.
The Company also holds the following investments: (a) Hutchison Hain Organic Holdings Limited, a joint venture with
HUTCHMED (China) Limited, accounted for under the equity method of accounting, and (b) Hain Future Natural Products
Private Ltd., a joint venture with Future Consumer Ltd, accounted for under the equity method of accounting.
During fiscal year 2022, the Company concluded that the carrying value of its investment in Hain Future Natural Products
Private Ltd. exceeded the estimated fair value of the investment and deemed the decline to be other-than-temporary. This
resulted in the Company recording an impairment charge totaling $1,203, which is included as a component of equity in net loss
of equity-method investees on the Consolidated Statement of Operations. The carrying value of the remaining investments was
$4,965 and $6,218 as of June 30, 2022 and 2021, respectively, and is included on the Consolidated Balance Sheets as a
component of Investments and joint ventures.
77
15.
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. The
levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:
•
•
•
Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities;
Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for
substantially the full term of the asset or liability; and
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 by level within the fair value hierarchy, assets and liabilities measured at fair value on a recurring
basis as of June 30, 2022:
Assets:
Derivative financial instruments
Equity investment
Total
Liabilities:
Derivative financial instruments
Total
Total
Quoted
prices in
active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
$
$
$
$
7,476
560
8,036
3,184
3,184
$
$
$
$
— $
560
560
$
— $
— $
7,476
—
7,476
3,184
3,184
$
$
$
$
—
—
—
—
—
The following table presents by level within the fair value hierarchy, assets and liabilities measured at fair value on a recurring
basis as of June 30, 2021:
Assets:
Derivative financial instruments
Equity investment
Total
Liabilities:
Derivative financial instruments
Total
Total
Quoted
prices in
active
markets
(Level 1)
Significant
other
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
699
646
1,345
11,968
11,968
$
$
$
$
$
$
—
646
646
$
699
—
699
— $
— $
11,968
11,968
$
$
$
—
—
—
—
—
There were no transfers of financial instruments between the three levels of fair value hierarchy during the fiscal years ended
June 30, 2022 or 2021.
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
78
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 June 30, 2022 and 2021 were classified as Level 2 of the fair value hierarchy.
16.
DERIVATIVES AND HEDGING ACTIVITIES
Risk Management Objective of Using Derivatives
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company
principally manages its exposures to a wide variety of business and operational risks through management of its core business
activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the
amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the
Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the
receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The
Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the
Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s
receivables and borrowings.
Certain of the Company’s foreign operations expose the Company to fluctuations of foreign exchange rates. 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. Dollar.
Accordingly, the Company uses derivative financial instruments to manage and mitigate such risks. The Company does not use
derivatives for speculative or trading purposes.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to
interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate
risk management strategy. 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 fiscal 2022 and 2021, such derivatives were used to hedge the variable cash flows
associated with existing variable rate debt.
For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded
in accumulated other comprehensive loss and subsequently reclassified into interest expense in the same period during which
the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive loss related to derivatives will
be reclassified to interest expense as interest payments are made on the Company’s variable rate debt. During fiscal 2023, the
Company estimates that an additional $4,233 will be reclassified as a decrease to interest expense.
As of June 30, 2022, 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
8
79
$630,000
As of June 30, 2022, the notional amount of the interest rate swaps was $630 million. Of this amount, $230 million has a
maturity date in February 2023. The remaining amount of $400 million relates to derivatives that have an effective date in
February 2023.
Cash Flow Hedges of Foreign Exchange Risk
The Company is exposed to fluctuations in various foreign currencies against its functional currency, the U.S. Dollar. The
Company uses foreign currency derivatives including cross-currency swaps to manage its exposure to fluctuations in the USD-
EUR exchange rates. Cross-currency swaps involve exchanging fixed-rate interest payments for fixed-rate interest receipts,
both of which will occur at the USD-EUR forward exchange rates in effect upon entering into the instrument. The Company
also uses forward contracts to manage its exposure to fluctuations in the GBP-EUR exchange rates. The Company designates
these derivatives as cash flow hedges of foreign exchange risks.
For derivatives designated and that qualify as cash flow hedges of foreign exchange risk, the gain or loss on the derivative is
recorded in accumulated other comprehensive loss and subsequently reclassified in the period(s) during which the hedged
transaction affects earnings within the same income statement line item as the earnings effect of the hedged transaction. During
fiscal 2023, the Company estimates that an additional $277 relating to cross-currency swaps will be reclassified as an increase
to interest expense.
As of June 30, 2022, the Company had no outstanding 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 European foreign entities and
their exposure to the Euro. The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in the
foreign exchange rate on its foreign investment in Europe. Currency forward agreements involve fixing the USD-EUR
exchange rate for delivery of a specified amount of foreign currency on a specified date. The currency forward agreements are
typically cash settled in U.S. Dollars for their fair value at or close to their settlement date. Cross-currency swaps involve the
receipt of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-
fixed-rate payments over the life of the agreement.
For derivatives designated as net investment hedges, the gain or loss on the derivative is reported in AOCL as part of the
cumulative translation adjustment. Amounts are reclassified out of AOCL into earnings when the hedged net investment is
either sold or substantially liquidated.
As of June 30, 2022, the Company had the following outstanding foreign currency derivatives that were used to hedge its net
investments in foreign operations:
Foreign Currency
Derivative
Cross-currency swap
Fair Value Hedges
Number of Instruments
Notional Sold
Notional Purchased
4
€100,300
$105,804
The Company is exposed to changes in the fair value of certain of its foreign denominated intercompany loans due to changes in
foreign exchange spot rates. The Company uses fixed-to-fixed cross-currency swaps to hedge its exposure to changes in foreign
exchange rates affecting gains and losses on intercompany loan principal and interest. Cross-currency swaps involve the receipt
of functional-currency-fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency-fixed-
rate payments over the life of the agreement.
For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss
or gain on the hedged item attributable to the hedged risk are recognized in unrealized exchange gains/losses.
Gains and losses on the derivative representing hedge components excluded from the assessment of effectiveness
are recognized over the life of the hedge on a systematic and rational basis, as documented at hedge inception in accordance
with the Company’s accounting policy election. The earnings recognition of excluded components is presented in the same
80
income statement line item as the earnings effect of the hedged transaction. During fiscal 2023, the Company estimates that an
additional $481 relating to cross-currency swaps will be reclassified as a decrease to interest expense.
As of June 30, 2022, 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
Cross-currency swap
Number of Instruments
Notional Sold
Notional Purchased
1
€24,700
$26,021
As of June 30, 2022, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair
value hedges:
Carrying Amount of the
Hedged Asset
Cumulative Amount of
Fair Value Hedge
Adjustment Included in
the Carrying Amount of
the Hedged Asset
2022
2021
2022
2021
$
$
25,899 $
— $
122 $
25,899 $
— $
122 $
—
—
Intercompany loan receivable
Total
Non-Designated Hedges
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate
movements and other identified risks but do not meet the strict hedge accounting requirements and/or the Company has not
elected to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded
directly in earnings. As of June 30, 2022, the Company had no outstanding derivatives that were not designated as hedges in
qualifying hedging relationships.
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 June 30, 2022:
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
Fair
Value
Balance Sheet Location
Fair
Value
Derivatives designated as hedging instruments:
Interest rate swaps
Cross-currency swaps
Total derivatives designated as hedging
instruments
Prepaid expenses and
other current assets
$ 4,230
Accrued expenses and other
current liabilities / Other
non-current liabilities
$ 3,184
Prepaid expenses and
other current assets /
Other non-current
assets
3,246
Other non-current liabilities
—
$ 7,476
$ 3,184
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, 2021:
81
Asset Derivatives
Liability Derivatives
Balance Sheet
Location
Fair
Value
Balance Sheet Location
Fair
Value
Derivatives designated as hedging instruments:
Interest rate swaps
Cross-currency swaps
Total derivatives designated as hedging
instruments
Prepaid expenses and
other current assets
$
43
Accrued expenses and other
current liabilities / Other
noncurrent liabilities
$
312
Prepaid expenses and
other current assets
656
Other noncurrent liabilities
11,656
$
699
$ 11,968
The following table presents the pre-tax effect of cash flow hedge accounting on AOCL as of June 30, 2022, 2021 and 2020:
Derivatives in Cash Flow
Hedging Relationships
Amount of Gain (Loss)
Recognized in AOCL on
Derivatives
Location of Gain (Loss)
Reclassified from
AOCL into Income
Amount of Gain (Loss)
Reclassified from AOCL into
Income
Fiscal Year Ended June 30,
2022
2021
2020
Interest rate swaps
$
1,341
$
279
$
(817)
Cross-currency swaps
3,129
(1,366)
(1,069)
Fiscal Year Ended June 30,
2022
2021
2020
$
27
$
(308) $
(40)
3,296
(1,398)
927
Interest and other
financing expense, net
Interest and other
financing expense, net /
Other expense (income),
net
Foreign currency forward
contracts
(93)
(78)
95 Cost of sales
108
(67)
(103)
Total
$
4,377
$ (1,165) $ (1,791)
$
3,431
$ (1,773) $
784
82
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 as of June 30, 2022 and 2021:
Location and Amount of Gain (Loss) Recognized in the Consolidated Statements of
Operations on Cash Flow Hedging Relationships
Fiscal Year Ended June 30, 2022
Fiscal Year Ended June 30, 2021
Cost of
sales
Interest
and other
financing
expense,
net
Other
expense
(income),
net
Cost of
sales
Interest
and other
financing
expense,
net
Other
expense
(income),
net
$
$
27
$
— $
(308) $
—
78
$
3,218
$
— $
158
$
(1,556)
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships
Interest rate swaps
Amount of gain (loss) reclassified from
AOCL into income
Cross-currency swaps
Amount of gain (loss) reclassified from
AOCL into income
Foreign currency forward contracts
Amount of gain (loss) reclassified from
AOCL into income
$
108
$
(67) $
— $
—
The following table presents the pre-tax effect of fair value hedge accounting on AOCL as of June 30, 2022, 2021 and 2020:
Derivatives in Cash Flow
Hedging Relationships
Amount of Gain Recognized in
AOCL on Derivatives
Fiscal Year Ended June 30,
2022
2021
2020
Cross-currency swaps
Total
Location of Gain
Reclassified from
AOCL into Income on
Derivatives (Amount
Excluded from
Effectiveness Testing)
Interest and other
financing expense, net
Amount of Gain Reclassified
from AOCL into Income on
Derivatives (Amount Excluded
from Effectiveness Testing)
Fiscal Year Ended June 30,
2022
2021
2020
$
$
708
708
$
$
— $
— $
—
—
$
$
75
75
$
$
— $
— $
—
—
83
The following table presents the pre-tax effect of the Company’s derivative financial instruments electing fair value hedge
accounting on the Consolidated Statements of Operations as of June 30, 2022 and 2021:
Location and Amount of Gain (Loss) Recognized in the Consolidated Statements of
Operations on Fair Value Hedging Relationships
Fiscal Year Ended June 30, 2022
Fiscal Year Ended June 30, 2021
Cost of
sales
Interest
and other
financing
expense,
net
Other
expense
(income),
net
Cost of
sales
Interest
and other
financing
expense,
net
Other
expense
(income),
net
The effects of fair value hedging:
Gain on fair value hedging relationships
Cross-currency swaps
Amount of gain reclassified from AOCL
into income
$
— $
75
$
122
$
— $
— $
—
The following table presents the pre-tax effect of the Company’s net investment hedges on Accumulated other comprehensive
loss and the Consolidated Statements of Operations as of June 30, 2022, 2021 and 2020:
Derivatives in Net
Investment Hedging
Relationships
Amount of Gain (Loss)
Recognized in AOCL on
Derivatives
Fiscal Year Ended June 30,
2022
2021
2020
Location of Gain (Loss)
Recognized in Income
on Derivatives
(Amount Excluded
from Effectiveness
Testing)
Amount of Gain (Loss)
Recognized in Income on
Derivatives (Amount Excluded
from Effectiveness Testing)
Fiscal Year Ended June 30,
2022
2021
2020
Cross-currency swaps
$ 12,599
$ (4,251) $ (3,529)
Interest and other
financing expense, net
$
772
$
498
$
98
The following table presents the effect of the Company’s derivative financial instruments that are not designated as hedging
instruments on the Consolidated Statements Operations as of June 30, 2022, 2021 and 2020:
Derivatives Not Designated as
Hedging Instruments
Location of Gain (Loss)
Recognized in Income on
Derivative
Amount of Gain (Loss) Recognized in Income on
Derivatives
Fiscal Year Ended June 30,
2022
2021
2020
Foreign currency forward contracts
Other expense (income), net
$
— $
(399) $
119
Credit-Risk-Related Contingent Features
The Company has agreements with each of its derivative counterparties that contain a provision providing that upon certain
defaults by the Company on any of its indebtedness, the Company could also be declared in default on its derivative
obligations.
84
17.
TERMINATION BENEFITS RELATED TO PRODUCTIVITY AND TRANSFORMATION INITIATIVES
As a part of the ongoing productivity and transformation initiatives related to the Company’s strategic objective to expand
profit margins and cash flow, the Company initiated a reduction in workforce at targeted locations in the United States as well
as at certain locations internationally. The reduction in workforce associated with these initiatives may result in additional
charges throughout fiscal 2023.
The following table displays the termination benefits and personnel realignment activities and liability balances relating to the
reduction in workforce for the year ended as of June 30, 2022:
Balance at
June 30, 2021
Charges, net Amounts Paid
Foreign
Currency
Translation &
Other
Adjustments
Balance at
June 30, 2022
Termination benefits and personnel
realignment
$
4,448 $
3,450 $
(5,985) $
(26) $
1,887
The liability balance as of June 30, 2022 and 2021 is included within accrued expenses and other current liabilities on the
Company’s Consolidated Balance Sheets. Additional non-cash impairment charges related to the Company’s productivity and
transformation initiatives have been incurred and are discussed within Note 6, Property, Plant and Equipment, Net, and Note 7,
Leases.
18.
COMMITMENTS AND CONTINGENCIES
Legal Proceedings
Securities Class Actions Filed in Federal Court
On August 17, 2016, three securities class action complaints were filed in the Eastern District of New York (the "District
Court") against the Company alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The three
complaints are: (1) Flora v. The Hain Celestial Group, Inc., et al. (the “Flora Complaint”); (2) Lynn v. The Hain Celestial
Group, Inc., et al. (the “Lynn Complaint”); and (3) Spadola v. The Hain Celestial Group, Inc., et al. (the “Spadola Complaint”
and, together with the Flora and Lynn Complaints, the “Securities Complaints”). On June 5, 2017, the District Court issued an
order for consolidation, appointment of Co-Lead Plaintiffs and approval of selection of co-lead counsel. Pursuant to this order,
the Securities Complaints were consolidated under the caption In re The Hain Celestial Group, Inc. Securities Litigation (the
“Consolidated Securities Action”), and Rosewood Funeral Home and Salamon Gimpel were appointed as Co-Lead Plaintiffs.
On June 21, 2017, the Company received notice that plaintiff Spadola voluntarily dismissed his claims without prejudice to his
ability to participate in the Consolidated Securities Action as an absent class member. The Co-Lead Plaintiffs in the
Consolidated Securities Action filed a Consolidated Amended Complaint on August 4, 2017 and a Corrected Consolidated
Amended Complaint on September 7, 2017 on behalf of a purported class consisting of all persons who purchased or otherwise
acquired Hain Celestial securities between November 5, 2013 and February 10, 2017 (the “Amended Complaint”). The
Amended Complaint named as defendants the Company and certain of its former officers (collectively, “Defendants”) and
asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly materially false or
misleading statements and omissions in public statements, press releases and SEC filings regarding the Company’s business,
prospects, financial results and internal controls. Defendants filed a motion to dismiss the Amended Complaint on October 3,
2017 which the District Court granted on March 29, 2019, dismissing the case in its entirety, without prejudice to replead. Co-
Lead Plaintiffs filed a Second Amended Consolidated Class Action Complaint on May 6, 2019 (the “Second Amended
Complaint”). The Second Amended Complaint again named as defendants the Company and certain of its former officers and
asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegations similar to those in the
Amended Complaint, including materially false or misleading statements and omissions in public statements, press releases and
SEC filings regarding the Company’s business, prospects, financial results and internal controls. Defendants filed a motion to
dismiss the Second Amended Complaint on June 20, 2019. On April 6, 2020, the District Court granted Defendants’ motion to
dismiss the Second Amended Complaint in its entirety, with prejudice. Co-Lead Plaintiffs appealed the District Court’s decision
dismissing the Second Amended Complaint to the United States Court of Appeals for the Second Circuit (the "Second Circuit").
By decision dated December 17, 2021, the Second Circuit vacated the District Court’s judgment and remanded the case for
further proceedings. On April 6, 2022, the District Court issued an order directing the parties to submit position papers outlining
their views regarding: (a) the scope of the Court's reconsideration of Defendants’ Motion to Dismiss the Second Amended
Complaint; and (b) the appropriate procedure the Court should follow in light of the Second Circuit's opinion. On April 14,
85
2022, the District Court entered an order setting the schedule for, and determining the scope of, supplemental briefing on
Defendants’ Motion to Dismiss the Second Amended Complaint. The parties submitted supplemental briefing between May 12,
2022 and June 23, 2022.
Additional Stockholder Class Action and Derivative Complaints Filed in Federal Court
On April 19, 2017 and April 26, 2017, two class action and stockholder derivative complaints were filed in the Eastern District
of New York against the former Board of Directors and certain former officers of the Company under the captions Silva v.
Simon, et al. (the “Silva Complaint”) and Barnes v. Simon, et al. (the “Barnes Complaint”), respectively. Both the Silva
Complaint and the Barnes Complaint allege violation of securities law, breach of fiduciary duty, waste of corporate assets and
unjust enrichment.
On May 23, 2017, an additional stockholder filed a complaint under seal in the Eastern District of New York against the former
Board of Directors and certain former officers of the Company. The complaint alleged that the Company’s former directors and
certain former officers made materially false and misleading statements in press releases and SEC filings regarding the
Company’s business, prospects and financial results. The complaint also alleged that the Company violated its by-laws and
Delaware law by failing to hold its 2016 Annual Stockholders Meeting and includes claims for breach of fiduciary duty, unjust
enrichment and corporate waste. On August 9, 2017, the District Court granted an order to unseal this case and reveal Gary
Merenstein as the plaintiff (the “Merenstein Complaint”).
On August 10, 2017, the District Court granted the parties’ stipulation to consolidate the Barnes Complaint, the Silva
Complaint and the Merenstein Complaint under the caption In re The Hain Celestial Group, Inc. Stockholder Class and
Derivative Litigation (the “Consolidated Stockholder Class and Derivative Action”) and to appoint Robbins Arroyo LLP and
Scott+Scott as Co-Lead Counsel, with the Law Offices of Thomas G. Amon as Liaison Counsel for Plaintiffs. On September
14, 2017, a related complaint was filed under the caption Oliver v. Berke, et al. (the “Oliver Complaint”), and on October 6,
2017, the Oliver Complaint was consolidated with the Consolidated Stockholder Class and Derivative Action. The Plaintiffs
filed their consolidated amended complaint under seal on October 26, 2017. On December 20, 2017, the parties agreed to stay
Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint through and including 30 days
after a decision was rendered on the motion to dismiss the Amended Complaint in the Consolidated Securities Action,
described above.
On March 29, 2019, the District Court in the Consolidated Securities Action granted Defendants’ motion, dismissing the
Amended Complaint in its entirety, without prejudice to replead. Co-Lead Plaintiffs in the Consolidated Securities Action filed
the Second Amended Complaint on May 6, 2019. The parties to the Consolidated Stockholder Class and Derivative Action
agreed to continue the stay of Defendants’ time to answer, move, or otherwise respond to the consolidated amended complaint
through 30 days after a decision on Defendants’ motion to dismiss the Second Amended Complaint in the Consolidated
Securities Action.
the District Court granted Defendants’ motion to dismiss the Second Amended Complaint
On April 6, 2020,
in the
Consolidated Securities Action, with prejudice. Pursuant to the terms of the stay, Defendants in the Consolidated Stockholder
Class and Derivative Action had until May 6, 2020 to answer, move, or otherwise respond to the complaint in this matter. This
deadline was extended, and Defendants moved to dismiss the Consolidated Stockholder Class and Derivative Action Complaint
on June 23, 2020, with Plaintiffs’ opposition due August 7, 2020.
On July 24, 2020, Plaintiffs made a stockholder litigation demand on the current Board containing overlapping factual
allegations to those set forth in the Consolidated Stockholder Class and Derivative Action. On August 10, 2020, the District
Court vacated the briefing schedule on Defendants’ pending motion to dismiss in order to give the Board of Directors time to
consider the demand. On each of September 8 and October 8, 2020, the District Court extended its stay of any applicable
deadlines for 30 days to give the Board of Directors additional time to complete its evaluation of the demand. On November 3,
2020, Plaintiffs were informed that the Board of Directors had finished investigating and resolved, among other things, that the
demand should be rejected. On November 6, 2020, Plaintiffs and Defendants notified the District Court that Plaintiffs were
evaluating the rejection of the demand, sought certain additional information and were assessing next steps, and requested that
the District Court extend the stay for an additional 30 days, to on or around December 7, 2020. The Parties then filed a number
of additional joint status reports, requesting that the District Court continue the stay of applicable deadlines through December
30, 2021. In light of the Second Circuit vacating the District Court’s judgment in the Consolidated Securities Action referenced
above and remanding the case for further proceedings, the Parties submitted a joint status report on December 29, 2021,
requesting that the District Court continue the temporary stay pending the District Court’s reconsideration of the Defendants’
motion to dismiss the Second Amended Complaint in the Consolidated Securities Action. The District Court has extended the
temporary stay through December 30, 2022.
86
Baby Food Litigation
Since February 2021, the Company has been named in numerous consumer class actions alleging that the Company’s Earth’s
Best baby food products (the “Products”) contain unsafe and undisclosed levels of various naturally occurring heavy metals,
namely lead, arsenic, cadmium and mercury. These actions have now been transferred and consolidated as a single lawsuit in
the U.S. District Court for the Eastern District of New York into a proceeding captioned In re Hain Celestial Heavy Metals
Baby Food Litigation, Case No. 2:21-cv-678 (the "Consolidated Proceeding"), which generally alleges that the Company
violated various state consumer protection laws and asserts other state and common law warranty and unjust enrichment claims
related to the alleged failure to disclose the presence of these metals, arguing that consumers would have either not purchased
the Products or would have paid less for them had the Company made adequate disclosures. The Court appointed interim class
counsel for Plaintiffs in the Consolidated Proceeding, and Plaintiffs filed a Consolidated Amended Class Action Complaint on
March 18, 2022. The Company intends to file a motion to dismiss the Consolidated Amended Class Action Complaint, but no
briefing schedule has been set. One consumer class action is pending in New York Supreme Court, Nassau County. The
Company has moved to stay or transfer this case to the Consolidated Proceeding and that motion is pending. An additional
consumer class action (Kathryn Gavula, et al. v. Beech-Nut Nutrition Co., et al.), was filed in the U.S. District Court for the
District of Oregon, alleging that the Company violated the Racketeer Influenced and Corrupt Organizations Act (“RICO”) by
conspiring with other baby food manufacturers to conceal the presence of these heavy metals in our respective products. This
lawsuit has been voluntarily dismissed by Plaintiffs. The Company denies the allegations in these lawsuits and contends that its
baby foods are safe and properly labeled.
The claims raised in these lawsuits were brought in the wake of a highly publicized report issued by the U.S. House of
Representatives Subcommittee on Economic and Consumer Policy on Oversight and Reform, dated February 4, 2021 (the
“House Report”), addressing the presence of heavy metals in baby foods made by certain manufacturers, including the
Company. Since the publishing of the House Report, the Company has also received information requests with respect to the
advertising and quality of its baby foods from certain governmental authorities, as such authorities investigate the claims made
in the House Report. The Company is fully cooperating with these requests and is providing documents and other requested
information. The Company has been named in one civil government enforcement action, State of New Mexico ex rel. Balderas
v. Nurture, Inc., et al., which was filed by the New Mexico Attorney General against the Company and several other
manufacturers based on the alleged presence of heavy metals in their baby food products. The Company and several other
manufacturers moved to dismiss the New Mexico Attorney General’s lawsuit, which motion the Court denied. The Company
filed its answer to the New Mexico Attorney General’s amended complaint on April 23, 2022. The Company denies the New
Mexico Attorney General’s allegations and maintains that its baby foods are safe, properly labeled, and compliant with New
Mexico law.
In addition to the consumer class actions discussed above, the Company is currently named in five lawsuits in state and federal
courts alleging some form of personal injury from the ingestion of the Company’s Products, purportedly due to unsafe and
undisclosed levels of various naturally occurring heavy metals. Three of these lawsuits name multiple plaintiffs alleging claims
of physical injuries. These lawsuits generally allege injuries related to neurological development disorders such as autism and
attention deficit hyperactivity disorder. The Company denies that its Products led to any of these injuries and will defend the
cases vigorously.
Other
In addition to the litigation described above, the Company is and may be a defendant in lawsuits from time to time in the
normal course of business.
With respect to all litigation and related matters, the Company records a liability when the Company believes it is probable that
a liability has been incurred and the amount can be reasonably estimated. For the matters disclosed in this note, if the Company
determines that a liability is probable and the loss can be reasonably estimated, the Company discloses the liability recorded. As
of the end of the period covered by this report, the Company has not recorded a liability for any of the matters disclosed in this
note. It is possible that some matters could require the Company to pay damages, incur other costs or establish accruals in
amounts that could not be reasonably estimated as of the end of the period covered by this report.
87
19.
DEFINED CONTRIBUTION PLANS
We have a 401(k) Employee Retirement Plan (the “Plan”) to provide retirement benefits for eligible employees. All full-time
employees of the Company and its wholly-owned domestic subsidiaries are eligible to participate upon completion of 30 days
of service. On an annual basis, the Company may, in its sole discretion, make certain matching contributions. For the fiscal
years ended June 30, 2022, 2021 and 2020, we made contributions to the Plan of $2,091, $2,025 and $2,464, and recorded
retirement plan expense in the amount of $2,141, $2,482 and $1,362, respectively. In addition, while certain of the Company’s
international subsidiaries maintain separate defined contribution plans for their employees, except for the United Kingdom
operating segment, the amounts are not significant to the Company’s consolidated financial statements.
The United Kingdom operating segment offers an auto-enrollment defined contribution plan to all employees. Employees must
be aged 22 or over but under the State Pension age and have earned over £10. Employees outside of this criteria have the option
to opt-in. Employees must contribute a minimum percentage to the plan and the United Kingdom operating segments makes
matching contributions. For the fiscal years ended June 30, 2022, 2021 and 2020, there were contributions and retirement plan
expense recorded in the amount of $2,379, $3,487 and $3,523, respectively.
20.
SEGMENT INFORMATION
Our organizational structure consists of two geographic based reportable segments: North America and International. Our North
America reportable segment consists of the United States and Canada as operating segments. Our International reportable
segment is comprised of three operating segments: United Kingdom, Ella’s Kitchen UK and Europe. This structure is in line
with how the Company’s Chief Operating Decision Maker (“CODM”) assesses the Company’s performance and allocates
resources.
We use segment net sales and operating income to evaluate performance and to allocate resources. We believe these measures
are most relevant in order to analyze segment results and trends. Segment operating income excludes certain general corporate
expenses (which are a component of selling, general and administrative expenses), impairment and acquisition related expenses,
restructuring, integration and other charges.
The Tilda operating segment was classified as discontinued operations as discussed in Note 4, Acquisitions and Dispositions.
Segment information presented herein excludes the results of Tilda for all periods presented.
The following tables set forth financial information about each of the Company’s reportable segments. Information about total
assets by segment is not disclosed because such information is not reported to or used by the Company’s CODM for purposes
of assessing segment performance or allocating resources. Transactions between reportable segments were insignificant for all
periods presented.
Net Sales: (1)
North America
International
Operating Income (Loss):
North America
International
Corporate and Other (2)
Fiscal Year Ended June 30,
2021
2020
2022
$ 1,163,132
728,661
$ 1,104,128
866,174
$ 1,171,478
882,425
$ 1,891,793
$ 1,970,302
$ 2,053,903
$
93,732
79,076
172,808
(68,127)
$
129,010
$
38,036
167,046
(59,666)
95,934
55,333
151,267
(95,225)
$
104,681
$
107,380
$
56,042
(1) One customer accounted for approximately 15%, 11%, and 12% of consolidated sales for the fiscal years ended June 30,
2022, 2021 and 2020, respectively, which were primarily related to the United States, Canada and United Kingdom
operating segments.
88
(2) For the fiscal year ended June 30, 2022, Corporate and Other primarily included $3,629 related to Productivity and
transformation costs and $59,974 of selling general and administrative costs.
For the fiscal year ended June 30, 2021, Corporate and Other primarily included $10,576 related to Productivity and
transformation costs and $49,353 of selling general and administrative costs.
For the fiscal year ended June 30, 2020, Corporate and Other included $32,664 related to Productivity and transformation
costs and tradename impairment charges of $13,994 ($8,462 related to North America and $5,532 related to
International), partially offset by a benefit of $2,962 of proceeds from insurance claim.
The Company’s net sales by product category are as follows:
Turbocharge
Targeted Investment
Fuel
Simplify
Total
Fiscal Year Ended June 30,
2021
717,596
2022
735,637
$
$
2020
656,345
$
662,268
395,824
666,442
396,644
658,119
391,229
98,064
$ 1,891,793
189,620
$ 1,970,302
348,210
$ 2,053,903
The Company’s net sales by geographic region, which are generally based on the location of the Company’s subsidiary, are as
follows:
United States
United Kingdom
All Other
Total
Fiscal Year Ended June 30,
2021
954,415
$
2020
$ 1,016,230
2022
$ 1,037,082
500,949
353,762
607,674
408,213
650,416
387,257
$ 1,891,793
$ 1,970,302
$ 2,053,903
The Company’s long-lived assets, which primarily represent net property, plant and equipment, net and operating lease right-of-
use assets, net by geographic region are as follows:
United States
United Kingdom
All Other
Total
Fiscal Year Ended June 30,
$
2022
182,038
133,213
96,845
$
2021
148,950
142,973
112,864
$
412,096
$
404,787
89
21.
RELATED PARTY TRANSACTIONS
On November 9, 2021, the Company entered into a share repurchase agreement with the Selling Stockholders, which are
to which the Company agreed to repurchase, directly from the Selling
affiliates of Engaged Capital, LLC, pursuant
Stockholders, 1,700 shares of the Company’s common stock for $45.00 per share (the "Share Repurchase"), which equaled the
price at which the Underwriter (as defined below) purchased shares from the Selling Stockholders, net of underwriting
commissions and discounts, in an underwritten public offering that launched on November 10, 2021, whereby the Selling
Stockholders sold certain other shares of common stock (the “Offering”). The last reported sale price of the Company’s
common stock on the NASDAQ Global Select Market on November 9, 2021 was $47.95 per share. In connection with the
Offering, on November 10, 2021, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, as
underwriter (the “Underwriter”), and the Selling Stockholders. The Share Repurchase and the Offering were completed on
November 15, 2021. The aggregate price paid by the Company for the Share Repurchase was $76,500 (see Note 12,
Stockholders’ Equity), which the Company funded with borrowings under the Credit Agreement. The Company did not receive
any proceeds from the Offering. The Founder and Chief Investment Officer of Engaged Capital, LLC is a member of the
Company's Board of Directors.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) are designed to ensure that information required to be disclosed in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is
accumulated and communicated to management, including principal executive and financial officers, to allow timely decisions
regarding disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives. The Chief Executive Officer (“CEO”) and the Chief Financial Officer
(“CFO”), with assistance from other members of management, have reviewed the effectiveness of disclosure controls and
procedures as of June 30, 2022 and, based on their evaluation, have concluded that the disclosure controls and procedures were
effective as of June 30, 2022.
Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over
financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and
procedures, management is excluding an assessment of such internal controls of Proven Brands, Inc. (and its subsidiary That's
How We Roll LLC) and KTB Foods Inc. (collectively doing business as "That's How We Roll" ("THWR")) from its evaluation
of the effectiveness of the Company's disclosure controls and procedures. The Company acquired all outstanding stock of
THWR on December 28, 2021. THWR, which is included in the 2022 consolidated financial statements of the Company,
constituted approximately 1% of the Company's consolidated total assets, excluding THWR goodwill and intangible assets, net
at June 30, 2022 and 3% of net sales for the year then ended.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable
90
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Company that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision, and with the participation, of management, including the CEO and CFO, we conducted an evaluation of
the effectiveness of internal control over financial reporting as of June 30, 2022. In making this assessment, management used
the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”). Based on this assessment, management, including the Company’s CEO and CFO, has
concluded that the Company’s internal control over financial reporting was effective as of June 30, 2022. As reported above, on
December 28, 2021, the Company acquired all outstanding stock of THWR. As a result, the Company is currently integrating
THWR’s operations into its overall system of internal control over financial reporting and, if necessary, will make appropriate
changes as it integrates THWR into the Company's overall internal control over financial reporting process.
The effectiveness of the Company’s internal control over financial reporting as of June 30, 2022 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control over Financial Reporting
There was no change in internal control over financial reporting that occurred during the quarter ended June 30, 2022 that has
materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
91
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of
The Hain Celestial Group, Inc. and Subsidiaries
Opinion on Internal Control Over Financial Reporting
We have audited The Hain Celestial Group, Inc. and Subsidiaries internal control over financial reporting as of June 30, 2022,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Hain Celestial Group, Inc. and
Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30,
2022, based on the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of the acquired businesses, Proven Brands, Inc. (and its subsidiary That's How We Roll LLC) and KTB Foods Inc.,
collectively doing business as "That's How We Roll", which is included in the 2022 consolidated financial statements of the
Company and constituted 1% of total assets as of June 30, 2022 and 3% of net sales for the year then ended. Our audit of
internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial
reporting of That’s How We Roll.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of June 30, 2022 and 2021, the related consolidated statements of
operations, comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended
June 30, 2022, and the related notes and schedule and our report dated August 25, 2022 expressed an unqualified opinion
thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control
over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
92
/s/ Ernst & Young LLP
Jericho, New York
August 25, 2022
93
Item 9B.
Other Information
Not applicable.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
94
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual
Meeting of Stockholders of the Company to be filed with the SEC within 120 days of the fiscal year ended June 30, 2022.
Item 11.
Executive Compensation
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual
Meeting of Stockholders of the Company to be filed with the SEC within 120 days of the fiscal year ended June 30, 2022.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual
Meeting of Stockholders of the Company to be filed with the SEC within 120 days of the fiscal year ended June 30, 2022.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual
Meeting of Stockholders of the Company to be filed with the SEC within 120 days of the fiscal year ended June 30, 2022.
Item 14.
Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the Company’s Proxy Statement for the 2022 Annual
Meeting of Stockholders of the Company to be filed with the SEC within 120 days of the fiscal year ended June 30, 2022.
Item 15.
Exhibit and Financial Statement Schedules
PART IV
(a)(1)
Financial Statements. The following consolidated financial statements of The Hain Celestial Group, Inc. are filed as part
of this report under Part II, Item 8 - Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets - June 30, 2022 and 2021
Consolidated Statements of Operations - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income (Loss) - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Stockholders’ Equity - Fiscal Years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Cash Flows - Fiscal Years ended June 30, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
(a)(2)
Financial Statement Schedules. The following financial statement schedule should be read in conjunction with the
consolidated financial statements included in Part II, Item 8, of this Annual Report on Form 10-K. All other financial
schedules are not required under the related instructions, or are not applicable and therefore have been omitted.
95
The Hain Celestial Group, Inc. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
Column A
Column B
Column C
Additions
Column D
Column E
Fiscal Year Ended June 30, 2022
Allowance for doubtful accounts
Valuation allowance for deferred tax assets
Fiscal Year Ended June 30, 2021
Allowance for doubtful accounts
Valuation allowance for deferred tax assets
Fiscal Year Ended June 30, 2020
Allowance for doubtful accounts
Valuation allowance for deferred tax assets
Balance at
beginning
of
period
Charged to
costs and
expenses
(iii)
Charged to
other
accounts -
describe (i)
Deductions
- describe
(ii)
Balance at
end of
period
$
$
$
$
$
$
1,314
37,453
638
41,941
588
34,912
$
$
$
$
$
$
1,292
784
348
5,601
454
7,391
$
$
$
$
$
$
— $
— $
(875)
(1,346)
— $
328
— $ (10,089)
— $
— $
(404)
(362)
$
$
$
$
$
$
1,731
36,891
1,314
37,453
638
41,941
(i) Represents the allowance for doubtful accounts of the business acquired or disposed of during the fiscal year
(ii) Amounts written off and changes in exchange rates
(iii) Includes item related to THWR purchase accounting (2022: $1,743; 2021: nil; 2020: nil)
(a)(3)
following Item 16. “Form 10-K Summary,” which is incorporated herein by reference.
Exhibits. The exhibits filed as part of this Annual Report on Form 10-K are listed on the Exhibit Index immediately
Item 16.
Form 10-K Summary
None.
96
Exhibit
Number
EXHIBIT INDEX
Description
2.1
3.1
3.2
4.1
4.2
10.1.1
10.1.2
10.2
10.3.1*
10.3.2*
10.3.3*
10.3.4*
10.3.5*
Agreement relating to the sale and purchase of the Tilda Group Entities and certain other assets dated August
27, 2019, between the Company and Ebro Foods S.A. (incorporated by reference to Exhibit 2.1 of the
Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC on
August 29, 2019).
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on August 26, 2021).
The Hain Celestial Group, Inc. Amended and Restated By-Laws (incorporated by reference to Exhibit 3.1 of
the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2018).
Specimen of common stock certificate (incorporated by reference to Exhibit 4.1 of Amendment No. 1 to the
Company’s Registration Statement on Form S-4 filed with the SEC on April 24, 2000).
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.2 of the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC on August 29, 2019).
Fourth Amended and Restated Credit Agreement, dated December 22, 2021, by and among the Company, the
Lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 28, 2021).
Amended and Restated Security and Pledge Agreement, dated December 22, 2021, by and among the
Company, certain wholly-owned subsidiaries of the Company party thereto from time to time, and Bank of
America, N.A., as administrative agent (incorporated by reference to Exhibit 10.2 of the Company’s Current
Report on Form 8-K filed with the SEC on December 28, 2021).
Share Repurchase Agreement, dated November 9, 2021, by and among the Company, Engaged Capital Co-
Invest VI, LP, Engaged Capital Co-Invest VI-B, LP, Engaged Capital Co-Invest VI-C, LP, Engaged Capital
Co-Invest VI-D, LP and Engaged Capital Co-Invest VI-E, LP (incorporated by reference to Exhibit 10.1 of the
Company’s Current Report on Form 8-K filed with the SEC on November 15, 2021).
The Hain Celestial Group, Inc. Amended and Restated 2002 Long Term Incentive and Stock Award Plan
(incorporated by reference to Exhibit 10.2.1 of the Company’s Annual Report on Form 10-K for the fiscal year
ended June 30, 2019, filed with the SEC on August 29, 2019).
Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002
Long Term Incentive and Stock Award Plan – Non-Employee Director Awards (incorporated by reference to
Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
2021, filed with the SEC on February 3, 2022).
Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002
Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (incorporated by reference to Exhibit 10.5 of
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2021, filed with the
SEC on February 3, 2022).
Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated
2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (Absolute Total Shareholder Return)
(incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2021, filed with the SEC on February 3, 2022).
Form of Performance Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated
2002 Long Term Incentive and Stock Award Plan – 2022-2024 LTIP (Relative Total Shareholder Return)
(incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 2021, filed with the SEC on February 3, 2022).
97
10.3.6*
10.3.7*
10.4*
10.5*
10.6*
10.7*
10.8*
10.9*
Form of Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002
Long Term Incentive and Stock Award Plan – Special Recognition Awards (incorporated by reference to
Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
2021, filed with the SEC on February 3, 2022).
Restricted Share Unit Agreement under The Hain Celestial Group, Inc. Amended and Restated 2002 Long
Term Incentive and Stock Award Plan – Christopher J. Bellairs (2022-2024 LTIP) (incorporated by reference
to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022,
filed with the SEC on May 5, 2022).
The Hain Celestial Group, Inc. 2019 Equity Inducement Award Program (incorporated by reference to Exhibit
10.1 of the Company’s Registration Statement on Form S-8 filed with the SEC on February 19, 2019).
The Hain Celestial Group, Inc. Amended and Restated Executive Incentive Plan (incorporated by reference to
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2019).
Employment Agreement, dated as of October 26, 2018, by and between the Company and Mark L. Schiller
(incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC
on October 29, 2018).
Offer Letter, dated January 18, 2022, between the Company and Christopher J. Bellairs (incorporated by
reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2022, filed with the SEC on March 5, 2022).
Amended and Restated Letter of Employment, dated March 18, 2021, between the Company and David J.
Karch.
Offer Letter, dated October 31, 2019, between the Company and Javier H. Idrovo (incorporated by reference to
Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31,
2019, filed with the SEC on February 6, 2020).
10.10*
Offer Letter, dated January 3, 2019, between the Company and Christopher Boever (incorporated by reference
to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019,
filed with the SEC on May 9, 2019).
10.11*
Separation Agreement, dated May 6, 2022, between the Company and Christopher J. Boever.
10.12*
10.13*
10.14*
21.1
23.1
31.1
31.2
32.1
Form of Change in Control Agreement (incorporated by reference to Exhibit 10.12 of the Company’s Annual
Report on Form 10-K for the fiscal year ended June 30, 2019, filed with the SEC on August 29, 2019).
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the SEC on May 7, 2020).
Form of Confidentiality, Non-Interference, and Invention Assignment Agreement (incorporated by reference
to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019,
filed with the SEC on May 9, 2019).
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm - Ernst & Young LLP.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities
Exchange Act, as amended.
Certification by CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
98
32.2
101
104
*
32.2 Certification by CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
The following materials from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,
2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance
Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive
Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash
Flows, (vi) Notes to Consolidated Financial Statements, and (vii) Financial Statement Schedule.
Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101).
Indicates management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other
disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on
them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents
were made solely within the specific context of the relevant agreement or document and may not describe the actual state of
affairs as of the date they were made or at any other time.
99
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: August 25, 2022
THE HAIN CELESTIAL GROUP, INC.
/s/ Christopher J. Bellairs
Christopher J. Bellairs,
Executive Vice President and
Chief Financial Officer
100
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Mark L. Schiller
Mark L. Schiller
/s/ Christopher J. Bellairs
Christopher J. Bellairs
/s/ Ameet Kumar
Ameet Kumar
/s/ Dean Hollis
Dean Hollis
/s/ Richard A. Beck
Richard A. Beck
/s/ Celeste A. Clark
Celeste A. Clark
/s/ Shervin J. Korangy
Shervin J. Korangy
/s/ Michael B. Sims
Michael B. Sims
/s/ Carlyn R. Taylor
Carlyn R. Taylor
/s/ Glenn W. Welling
Glenn W. Welling
/s/ Dawn M. Zier
Dawn M. Zier
President, Chief Executive Officer and
Director
(Principal Executive Officer)
August 25, 2022
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer)
Senior Vice President and Chief
Accounting Officer
(Principal Accounting Officer)
August 25, 2022
August 25, 2022
Chair of the Board
August 25, 2022
Director
August 25, 2022
Director
August 25, 2022
Director
August 25, 2022
Director
August 25, 2022
Director
August 25, 2022
Director
August 25, 2022
Director
August 25, 2022
101