United States securities and exchange commission logo
April 23, 2024
Lee Boyce
Executive Vice President and Chief Financial Officer
HAIN CELESTIAL GROUP INC
221 River Street
Hoboken, New Jersey 07030
Re: HAIN CELESTIAL
GROUP INC
Form 10-K for the
Fiscal Year Ended June 30, 2023
Response Dated
March 29, 2024
File No. 000-22818
Dear Lee Boyce:
We have reviewed your March 29, 2024 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our March 15, 2024
letter.
Form 10-K for the Fiscal Year Ended June 30, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP
Financial Measures, page
34
1. We have read your
response to prior comment 1 and note the following:
The non-GAAP
adjustments for consulting costs to optimize your portfolio, enhance
underlying
profitability, and bolster agility to pursue targeted growth initiatives that
you indicate are
essential for sustained future growth do not appear to be
restructuring costs
and do not appear to be outside the normal course of your
operations.
The non-GAAP
adjustments for inventory write-downs related to exited categories
that result from
decisions to exit brands and/or product categories do not appear to be
outside the normal
course of your operations.
Lee Boyce
FirstName LastNameLee Boyce
HAIN CELESTIAL GROUP INC
Comapany
April NameHAIN CELESTIAL GROUP INC
23, 2024
April 223, 2024 Page 2
Page
FirstName LastName
Based on the nature of your business and the information you have
provided, it continues
to appear to us that these non-GAAP adjustments represent normal
operating costs
necessary to operate your business. Please revise future filings to no
longer exclude these
expenses from any non-GAAP performance measures since they do not
appear to comply
with Question 100.01 of the Division of Corporation Finance's
Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Please be advised this
comment is also
applicable to the same adjustments included in multiple additional
non-GAAP financial
measures presented in Earnings Releases filed under Form 8-K.
Critical Accounting Estimates
Goodwill and Intangible Assets, page 38
2. We have read your response to prior comment 2 and note the disclosures
you propose to
include in future filings. We also note the continued significant
decline in your market
capitalization during your current fiscal year. Please address the
following:
Disclose whether you performed impairment tests since your most
recent annual
impairment tests and explain why or why not in your next
quarterly filing.
Disclose the percentages by which the estimated fair values of
your reporting
units exceeded their carryings value as of your most recent
impairment tests in your
next quarterly filing.
Explain how you consider the difference between your net book
value and market
capitalization in assessing the reasonableness of the estimated
fair values of your
reporting units, including how you assess the reasonableness of
any implied
premium, in your next quarterly filing.
We note your proposed disclosures address the potential impact of
a change in the
weighted average cost of capital. To the extent changes in other
key assumptions,
for example growth rates and profitability, could have a material
impact on estimated
fair value, address the potential impact of changes in those
assumptions in future
filings.
3. Based on your response to prior comment 3 regarding the intangible
asset impairments
you recorded during the third quarter of fiscal 2023, we note you
identified negative
events that occurred prior to the impairments, including the loss of a
significant customer
during the first quarter of fiscal 2023. However, it is not clear if
your prior Exchange Act
filings provided any forewarning disclosures related to potential
impairments. Please
identify any forewarning disclosures you included in prior Exchange
Act filings, or
explain to us why no forewarning disclosures were required. Given the
continued
materiality of your intangible assets, if it is reasonably possible
that additional
impairments may materially impact your financial statements, please
revise future
filings to (i) disclose and discuss material negative events that
occur; (ii) quantify and
identify brands at risk; (iii) discuss key assumptions used to
estimate the fair values of
brands at risk; and (iv) discuss potential events and/or changes in
circumstances that could
Lee Boyce
HAIN CELESTIAL GROUP INC
April 23, 2024
Page 3
reasonably be expected to negatively affect key assumptions.
Please contact Anne McConnell at 202-551-3709 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters.
FirstName LastNameLee Boyce Sincerely,
Comapany NameHAIN CELESTIAL GROUP INC
Division of
Corporation Finance
April 23, 2024 Page 3 Office of
Manufacturing
FirstName LastName