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HAIN CELESTIAL GROUP INC

For the period ended Mar 31, 2025. Filed May 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 7, 2025

HAIN$0.15+10.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-12-31; filed 2025-02-10.

0000950170-25-017025

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0000950170-25-065632

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 167 previous paragraphs and 172 current paragraphs.

90 unchanged; 58 reworded; 22 added; 19 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 8 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (22)

Current report

** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.

Current report

During the three months ended March 31, 2025, the Company recorded non-cash impairment charges of $24.0 million, primarily related to the personal care assets held for sale. See Note 4, Assets and Liabilities Held for Sale in the Notes of the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current report

During the three months ended March 31, 2024, the Company recognized aggregate non-cash impairment charges of $49.4 million primarily related to ParmCrisps®, Thinsters®, and certain North America personal care intangible asset. See Note 9, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current report

Other income, net totaled $1.2 million for the three months ended March 31, 2025 compared to $0.1 million in the prior year quarter. The increase in net income was primarily comprised of net foreign exchange gains of $1.3 million.

Current report

Our net sales in the North America reportable segment for the three months ended March 31, 2025 were $222.4 million, a decrease of $45.7 million, or 17.0%, including an unfavorable impact of $22.5 million, or 6.9%, related to divestitures, discontinued brands and exited product categories, as compared to the prior year quarter. Organic net sales decreased $21.7 million, or 9.6%, to $204.4 million from $226.1 million in the prior year quarter.

Current report

Adjusted EBITDA for the three months ended March 31, 2025 was $17.3 million, a decrease of $10.6 million, or 37.9%, from Adjusted EBITDA of $27.9 million in the prior year quarter. The decrease was primarily driven by lower volume/mix and higher trade spend, partially offset by productivity. Adjusted EBITDA margin was 7.8%, a 260-basis point decrease from the prior year period.

Current report

Our net sales in the International reportable segment for the three months ended March 31, 2025 were $167.9 million, a decrease of $2.3 million, or 1.4%, including an unfavorable impact of $2.3 million, or 0.5%, related to foreign exchange, as compared to the prior year quarter. Organic net sales increased $0.8 million, or 0.5%, to $169.8 million from $169.0 million the prior year quarter.

Current report

Adjusted EBITDA for the three months ended March 31, 2025 was $22.2 million, a decrease of $2.4 million, or 9.7%, from Adjusted EBITDA of $24.5 million in the prior year quarter. The decrease was primarily driven by inflation and net pricing, inclusive of own label contracts, partially offset by favorable volume/mix. Adjusted EBITDA margin was 13.2%, a 120-basis point decrease from the prior year period.

Current report

Comparison of Nine Months Ended March 31, 2025 to Nine Months Ended March 31, 2024

Current report

** Percentage is not meaningful due to significantly lower number or nil value in the comparative period.

Current report

During the nine months ended March 31, 2025, the Company recorded a non-cash impairment charge of $42.0 million, primarily related to the personal care assets held for sale and indefinite and definite-lived intangible assets associated with its personal care business. See Note 4, Assets and Liabilities Held for Saleand Note 9, Goodwill and Other Intangible Assets in the Notes of the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q

Current report

During the nine months ended March 31, 2024 the Company recognized a $20.7 million charge related to a decline in actual and projected performance and cash flows related to its personal care business in the North America reportable segment. See Note 7, Property, Plant and Equipment, Net, and Note 14, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q. In addition, results for the nine months ended March 31, 2024 also included non-cash impairment charges of $42.2 million primarily related to ParmCrisps® , Thinsters® , and certain North America personal care intangible assets. See Note 9, Goodwill and Other Intangible Assets, and Note 14, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current report

Our net sales in the North America reportable segment for the nine months ended March 31, 2025 were $682.8 million, a decrease of $113.0 million, or 14.2%, including an unfavorable impact of $60.1 million, or 6.4%, related to divestitures, discontinued brands and exited product categories, as compared to the prior year period. Organic net sales decreased $50.4 million, or 7.5%, to $623.8 million from $674.1 million in the prior year period.

Current report

Our net sales in the International reportable segment for the nine months ended March 31, 2025 were $513.6 million, a decrease of $8.1 million, or 1.5%, including a favorable impact of $5.3 million or 1.0% related to foreign exchange, as compared to the prior year period. Organic net sales decreased $12.0 million, or 2.3%, to $506.4 million from $518.5 million in the prior year period.

Current report

Adjusted EBITDA for the nine months ended March 31, 2025 was $65.1 million, a decrease of $2.9 million, or 4.3%, from Adjusted EBITDA of $68.0 million in the prior year period. Adjusted EBITDA margin was 12.7%, a 30-basis point decrease from the prior year period.

Current report

From the date of the Second Amendment until the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% (“Term SOFR”) plus 2.5% per annum or (b) the Base Rate (as defined in the Credit Agreement) plus 1.5% per annum.

Current report

On May 5, 2025, the Company entered into a Third Amendment (the “Third Amendment”) to the Credit Agreement. Pursuant to the Third Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 4.75:1.00 for the quarter ending June 30, 2025 through (and including) the quarter ending March 31, 2026, 4.50:1.00 for the quarter ending June 30, 2026, and 4.25:1.00 for the quarter ending September 30, 2026 and thereafter.

Current report

The Third Amendment also reduced the size of the Revolver from $800.0 million to $700.0 million in the aggregate, with the U.S. revolving credit facility reduced from $440.0 million to $385.0 million and the global revolving credit facility reduced from $360.0 million to $315.0 million.
Removed paragraphs (19)

Previous report

During the three months ended December 31, 2024, the Company recorded a non-cash impairment charge of $15.7 million within its North America segment related to the indefinite and definite lived intangible assets associated with its personal care brands (namely, Avalon Organics®, JASON®, and Live Clean®) and $2.3 million related to an asset group primarily comprised of certain production assets in the North America reportable segment.

Previous report

During the three months ended December 31, 2023, the Company recognized a non-cash impairment charge of $20.7 million related to an asset group primarily comprised of certain production assets in the North America reportable segments. See Note 6, Property, Plant and Equipment, Net, and Note 13, Financial Instruments Measured at Fair Value, in the Notes of the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Previous report

Other income, net totaled $4.0 million for the three months ended December 31, 2024 and was primarily comprised of net foreign exchange gains of $2.4 million and the recognition of a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility . Other income, net was not significant for the three months ended December 31, 2023.

Previous report

Our net sales in the North America reportable segment for the three months ended December 31, 2024 were $229.3 million, a decrease of $38.4 million, or 14.3%, including an unfavorable impact of $16.2 million or 5.3% related to divestitures, discontinued brands and exited product categories, as compared to the prior year quarter. Organic net sales decreased $21.5 million, or 8.7% to $225.6 million from $247.1 million in the prior year quarter.

Previous report

Adjusted EBITDA for the three months ended December 31, 2024 was $25.3 million, a decrease of $5.9 million, or 18.9%, from Adjusted EBITDA of $31.2 million in the prior year quarter. The decrease resulted primarily from pricing due to higher trade spend and deleverage on lower volume, partially offset by productivity. Adjusted EBITDA margin was 11.0%, a 70-basis point decrease from the prior year period.

Previous report

Our net sales in the International reportable segment for the three months ended December 31, 2024 were $182.2 million, a decrease of $4.2 million, or 2.3%, including a favorable impact of $3.8 million or 2.1% related to foreign exchange, as compared to the prior year quarter. Organic net sales decreased $7.9 million or 4.2% to $178.2 million from $186.1 million the prior year quarter.

Previous report

Adjusted EBITDA for the three months ended December 31, 2024 was $22.5 million, a decrease of $3.4 million, or 13.3%, from Adjusted EBITDA of $26.0 million in the prior year quarter. The decrease was primarily driven by a decrease in gross profit reflecting lower volume and product mix, partially offset by productivity. Adjusted EBITDA margin was 12.4%, a 150-basis point decrease from the prior year period.

Previous report

Corporate and Other expenses remained relatively flat compared to the prior year period.

Previous report

Comparison of Six Months Ended December 31, 2024 to Six Months Ended December 31, 2023

Previous report

During the six months ended December 31, 2024, the Company recognized a non-cash impairment charge of $15.7 million in the North America segment related to the indefinite and definite-lived intangible assets associated with its personal care business (namely, Avalon Organics®, JASON®, and Live Clean®) and $2.3 million related to an asset group primarily comprised of certain production assets in the North America reportable segment.

Previous report

During the six months ended December 31, 2023, the Company recognized a non-cash impairment charge of $20.7 million related to an asset group primarily comprised of certain production assets in the North America reportable segments. See Note 6, Property, Plant and Equipment, Net, and Note 13, Financial Instruments Measured at Fair Value, in the Notes of the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q

Previous report

Our net sales in the North America reportable segment for the six months ended December 31, 2024 were $460.4 million, a decrease of $67.3 million, or 12.8%, including an unfavorable impact of $29.0 million or 5.0% related to divestitures, discontinued brands and exited product categories, as compared to the prior year quarter. Organic net sales decreased $37.0 million, or 7.6% to $449.2 million from $486.2 million in the prior year quarter.

Previous report

Our net sales in the International reportable segment for the six months ended December 31, 2024 were $345.7 million, a decrease of $5.8 million, or 1.6%, including a favorable impact of $7.7 million or 2.2% related to foreign exchange, as compared to the prior year quarter. Organic net sales decreased $13.0 million or 3.7% to $337.6 million from $350.6 million the prior year quarter.

Previous report

Adjusted EBITDA for the six months ended December 31, 2024 was $42.9 million, a slight decrease of $0.5 million, or 1.2%, from Adjusted EBITDA of $43.4 million in the prior year quarter. Adjusted EBITDA margin was 12.4% for both the six months ended December 31, 2024 and 2023.

Previous report

The Canada reporting unit’s estimated fair value significantly exceeded its carrying amount as of December 31, 2024, indicating no risk of potential impairment. As of December 31, 2024, goodwill associated with the Canada reporting unit had a carrying value of $46,501. See Note 8, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
Reworded paragraphs (58)

Previous wording

The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial’s products across snacks, baby & kids, beverages, meal preparation, and personal care, are marketed and sold in over 70 countries around the world. The Company operates under two reportable segments: North America and International.

Current wording

The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial’s products across snacks, baby & kids, beverages, and meal preparation are marketed and sold in over 70 countries around the world. The Company operates under two reportable segments: North America and International.

Previous wording

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

Current wording

Our Company’s leading brands include Garden Veggie Snacks™, Terra® chips, Garden of Eatin’® snacks, Hartley’s® jelly, Earth’s Best® Organic and Ella’s Kitchen® baby and kids foods, Celestial Seasonings® teas, Joya® and Natumi® plant-based beverages, The Greek Gods® yogurt, Cully & Sully®, Yorkshire Provender®, New Covent Garden® and Imagine® soups, among others.

Previous wording

Concentrate our portfolio in five consumer-centric Better-For-You (“BFY”) platforms: Snacks, Baby & Kids, Beverages, Meal Preparation, and Personal Care. In the third quarter of 2025, the Company announced that it was exploring strategic options for its Personal Care business.

Current wording

Concentrate our portfolio in consumer-centric Better-For-You (“BFY”) platforms: Snacks, Baby & Kids, Beverages, and Meal Preparation. In the third quarter of 2025, we announced that we are exploring strategic options for our personal care business.

Previous wording

Implementation of the Hain Reimagined Program is expected to be completed by the end of the 2027 fiscal year. Cumulative pretax charges associated with the Hain Reimagined Program are expected to be $115 million - $125 million inclusive of potential inventory write-downs of approximately $25 million related to brand/category exits. The balance of cumulative pretax restructuring charges is expected to be $90 million - $100 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses. For the three and six months ended December 31, 2024, we incurred approximately $7.3 million and $12.7 million respectively, of expenses associated with the Hain Reimagined Program, compared to approximately $30.6 million and $40.4 million respectively, in the corresponding periods of the prior year. Annualized pretax savings are expected to be $130 million - $150 million. As part of the Hain Reimagined Program, the Company completed the sale of three non-core brands during the fourth quarter of fiscal 2024 and the first quarter of fiscal 2025. We initiated actions to consolidate our personal care manufacturing footprint, which were substantially completed in the first quarter of fiscal 2025. The Company also initiated actions to: (i) simplify its distribution footprint in the U.S.; (ii) rationalize certain product categories for greater capacity utilization, cost reduction and margin expansion; (iii) reduce office space; and (iv) exit its non-strategic joint venture in India as part of the Focus and Fuel pillars of the Hain Reimagined Program.

Current wording

Implementation of the Hain Reimagined Program is expected to be completed by the end of the 2027 fiscal year. Cumulative pretax charges associated with the Hain Reimagined Program are expected to be $115 million - $125 million inclusive of potential inventory write-downs of approximately $25 million related to brand/category exits. The balance of cumulative pretax restructuring charges is expected to be $90 million - $100 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses. For the three and nine months ended March 31, 2025, we incurred approximately $7.7 million and $20.4, million respectively, of expenses associated with the Hain Reimagined Program, compared to approximately $9.9 million and $50.2, million respectively, in the corresponding periods of the prior year. Annualized pretax savings are expected to be $130 million - $150 million. As part of the Hain Reimagined Program, the Company completed the sale of three non-core brands during the fourth quarter of fiscal 2024 and the first quarter of fiscal 2025. We initiated actions to consolidate our personal care manufacturing footprint and exit our non-strategic joint venture in India, which were substantially completed in the first quarter of fiscal 2025. The Company also initiated actions to: (i) simplify its distribution footprint in the U.S.; (ii) rationalize certain product categories for greater capacity utilization, cost reduction and margin expansion; and (iii) reduce office space as part of the Focus and Fuel pillars of the Hain Reimagined Program.

Previous wording

The duration and intensity of inflation fluctuations, alterations in consumer shopping and consumption patterns, shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict, and the imposition of tariffs or other changes to trade policy, may lead to increased supply chain expenses, and other business impacts. We continually assess the nature and extent of these potential and evolving impacts on our business, consolidated operational results, liquidity, and capital resources.

Current wording

The duration and intensity of inflation fluctuations, alterations in consumer shopping and consumption patterns, and shifts in geopolitical events, such as the ongoing Russia-Ukraine conflict, may lead to increased supply chain expenses and other business impacts. Moreover, our industry is anticipating the possibility of increased supply chain challenges, input cost increases and consumer and economic uncertainty as a result of U.S. government tariffs and the imposition of any counter-tariffs. We continually assess the nature and extent of these potential and evolving impacts on our business, consolidated operational results, liquidity, and capital resources.

Previous wording

Net sales for the three months ended December 31, 2024 were $411.5 million, a decrease of $42.6 million, or 9.4%, including an unfavorable impact of $16.3 million or 3.3% related to divestitures, discontinued brands and exited product categories and a favorable impact of $3.1 million or 0.7% from foreign exchange, as compared to the prior year quarter. Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, discontinued brands and exited product categories, decreased $29.4 million, or 6.8%, from the prior year quarter. The decrease in each of net sales and organic net sales was primarily due to decline in the North America reportable segment. Additionally, the decrease in organic net sales was comprised of a 5% decrease in volume/mix and a 2% decrease in price primarily reflecting promotional activity. Further details of changes in net sales by segment are provided below in the Segment Results section.

Current wording

Net sales for the three months ended March 31, 2025 were $390.4 million, a decrease of $48.0 million, or 11.0%, including an unfavorable impact of $23.3 million, or 4.8%, related to divestitures, discontinued brands and exited product categories and an unfavorable impact of $3.8 million, or 0.9%, from foreign exchange, as compared to the prior year quarter. Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, discontinued brands and exited product categories, decreased $21.0 million, or 5.3%, from the prior year quarter. The decrease in each of net sales and organic net sales was primarily due to decline in the North America reportable segment. Additionally, the decrease in organic net sales was comprised of a 2.9% decrease in volume/mix and a 2.5% decrease in price primarily reflecting promotional activity. Further details of changes in net sales by segment are provided below in the Segment Results section.

Previous wording

Gross profit for the three months ended December 31, 2024 was $93.5 million, a decrease of $8.8 million, or 8.6%, as compared to the prior year quarter. Gross profit margin of 22.7% for the three months ended December 31, 2024, however, was higher when compared with 22.5% in the prior year quarter.

Current wording

Gross profit for the three months ended March 31, 2025 was $84.7 million, a decrease of $12.0 million, or 12.4%, as compared to the prior year period. Gross profit margin of 21.7% for the three months ended March 31, 2025 was lower when compared with 22.1% in the prior year period, representing a 40-basis point decrease.

Previous wording

The decrease in gross profit was driven by both the North America and International reportable segments, mainly due to lower sales volume and unfavorable product mix, partially offset by productivity improvements.

Current wording

The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to lower sales volume and unfavorable pricing, partially offset by productivity improvements. The International reportable segment also had a decrease in gross profit mainly driven by lower margin due to pricing and product mix, partially offset by higher volume.

Previous wording

Selling, general and administrative expenses were $70.2 million for the three months ended December 31, 2024, a decrease of $3.8 million, or 5.1%, from $74.0 million for the prior year quarter. The decrease was primarily due to lower employee-related expenses.

Current wording

Selling, general and administrative expenses were $62.9 million for the three months ended March 31, 2025, a decrease of $3.8 million, or 5.7%, from $66.7 million for the prior year quarter. The decrease was primarily due to a reduction in selling expenses.

Previous wording

As a result of the continued decline in the Company’s market capitalization and the recognition of significant intangible asset impairment charges within the reporting units in its North America reportable segment during the three months ended December 31, 2024, the Company completed an interim quantitative impairment test for goodwill for both its U.S. and Canada reporting units within the North America reportable segment as of December 31, 2024. Consequently, during the three months ended December 31, 2024, the Company recorded a non-cash goodwill impairment charge of $91.3 million within the North America segment related to its U.S. reporting unit. See Note 8, Goodwill and Intangible Assets in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current wording

As a result of a significant reduction in actual and projected performance and cash flows, as well as a continued decline in the Company’s market capitalization during the three months ended March 31, 2025, the Company completed an interim quantitative impairment test for goodwill for both its U.S. and Canada reporting units within the North America reportable segment as of March 31, 2025. Consequently, the Company recorded aggregate non-cash goodwill impairment charge of $110.3 million within the North America segment related to such reporting units. See Note 9, Goodwill and Other Intangible Assets in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Previous wording

Productivity and transformation costs were $4.2 million for the three months ended December 31, 2024, a decrease of $2.7 million, or 39.0%, from $6.9 million in the prior year quarter. The decrease was primarily due to reduced restructuring costs incurred in connection with the Hain Reimagined Program.

Current wording

Productivity and transformation costs were $7.3 million for the three months ended March 31, 2025, an increase of $0.1 million, or 1.6%, from $7.2 million in the prior year quarter. The increase was primarily due to the increase in restructuring costs incurred in connection with the Hain Reimagined Program.

Previous wording

Amortization of acquired intangibles was $1.8 million for the three months ended December 31, 2024, an increase of $0.3 million from $1.5 million in the prior year quarter.

Current wording

Amortization of acquired intangibles was $1.2 million for the three months ended March 31, 2025 compared to $1.3 million for the prior year quarter.

Previous wording

Operating loss for the three months ended December 31, 2024 was $91.9 million compared to $0.8 million in the prior year quarter as a result of the items described above.

Current wording

Operating loss for the three months ended March 31, 2025 was $121.1 million compared to operating loss of $27.9 million in the prior year quarter as a result of the items described above.

Previous wording

Interest and other financing expense, net totaled $12.8 million for the three months ended December 31, 2024, a decrease of $3.3 million, or 20.7%, from $16.1 million in the prior year quarter. The decrease resulted primarily from a lower outstanding debt balance and a reduction in borrowing rates compared to the prior year quarter. See Note 9, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current wording

Interest and other financing expense, net totaled $11.9 million for the three months ended March 31, 2025, a decrease of $2.3 million, or 16.0%, from $14.1 million in the prior year quarter. The decrease resulted primarily from a lower outstanding debt balance and a reduction in borrowing rates compared to the prior year quarter. See Note 10, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Previous wording

Loss before income taxes and equity in net loss of our equity-method investees for the three months ended December 31, 2024 was $100.7 million compared to $16.9 million in the prior year quarter. The decrease in the loss before income taxes and equity in net loss of our equity-method investees was due to the items discussed above.

Current wording

Loss before income taxes and equity in net loss of our equity-method investees for the three months ended March 31, 2025 was $134.1 million compared to $42.1 million in the prior year quarter. The increase in the loss before income taxes and equity in net loss of our equity-method investees was due to the items discussed above.

Previous wording

The provision (benefit) for income taxes includes federal, foreign, state and local income taxes. Our income tax expense was $2.7 million for the three months ended December 31, 2024 compared to income tax benefit of $4.2 million in the prior year quarter.

Current wording

The (benefit) provision for income taxes includes federal, foreign, state and local income taxes. Our income tax benefit was $0.5 million for the three months ended March 31, 2025 compared to income tax expense of $5.1 million in the prior year quarter.

Previous wording

The effective income tax rate was an expense of 2.7% and a benefit of 25.2% for the three months ended December 31, 2024 and 2023, respectively. The income tax expense for the three months ended December 31, 2024 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and personal care intangibles and movement in the valuation allowance for both federal and state income taxes. The effective income tax rate for the three months ended December 31, 2023 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income (“GILTI”), and limitations on the deductibility of executive compensation.

Current wording

The effective income tax rate was a benefit of 0.4% and an expense of 12.1% for the three months ended March 31, 2025 and 2024, respectively. The income tax expense for the three months ended March 31, 2025 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and intangibles and movement in the valuation allowance for both federal and state income taxes. The effective income tax rate for the three months ended March 31, 2024 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation.

Previous wording

Equity in net loss from our equity-method investments for the three months ended December 31, 2024 was a loss of $0.6 million compared to a $0.9 million loss in the prior year quarter.

Current wording

Equity in net loss from our equity-method investments for each of the three months ended March 31, 2025 and March 31, 2024 was a loss of $1.0 million.

Previous wording

Net loss for the three months ended December 31, 2024 was $104.0 million, or $1.15 per diluted share, compared to $13.5 million, or $0.15 per diluted share, in the prior year quarter. The decrease in net loss was attributable to the factors noted above.

Current wording

Net loss for the three months ended March 31, 2025 was $134.6 million, or $1.49 per diluted share, compared to $48.2 million, or $0.54 per diluted share, in the prior year quarter. The increase in net loss was attributable to the factors noted above.

Previous wording

Adjusted EBITDA was $37.9 million and $47.1 million for the three months ended December 31, 2024 and 2023, 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 loss to Adjusted EBITDA.

Current wording

Adjusted EBITDA was $33.6 million and $43.8 million for the three months ended March 31, 2025 and 2024, 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 loss to Adjusted EBITDA.

Previous wording

The decrease in net sales was primarily due to lower sales in the snacks, personal care, and meal preparation categories. The decrease in organic net sales was primarily due to lower sales in the snacks and personal care categories. The decrease in the snacks category was driven by in-store marketing activation and promotion effectiveness, while the decrease in the personal care category was due to SKU simplification initiatives.

Current wording

The decrease in net sales was primarily due to lower sales in the snacks, personal care, and meal preparation categories. The decrease in organic net sales was primarily due to lower sales in the snacks and baby & kids categories. The decrease in the snacks category was driven by lower volume and continued category softness.

Previous wording

The decrease in net sales was primarily due to lower sales in the meal preparation, and snacks categories, partially offset by an increase in the baby & kids category. The decrease in organic net sales was primarily due to lower sales in the meal preparation category and short-term service challenges. The decrease in the meal preparation category was due to short-term softness in private label spreads and drizzles, partially offset by growth in yogurt and continued strong soup performance across brands.

Current wording

The decrease in net sales was primarily due to lower sales in the beverage and snacks categories, partially offset by an increase in the meal preparation category. The increase in organic net sales was primarily due to increases in the meal preparation and baby & kids categories and the supply chain recovery from the service issues discussed last quarter, partially offset by lower sales in the beverage and snacks categories. The increase in the meal preparation category was due to continued strong soup performance across brands.

Previous wording

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the six months ended December 31, 2024 and 2023 (amounts in thousands, other than per share data and percentages, which may not add due to rounding):

Current wording

The following table compares our results of operations, including as a percentage of net sales, on a consolidated basis, for the nine months ended March 31, 2025 and 2024 (amounts in thousands, other than per share data and percentages, which may not add due to rounding):

Previous wording

Net sales for the six months ended December 31, 2024 were $806.1 million, a decrease of $73.0 million, or 8.3%, including an unfavorable impact of $29.4 million or 3.0% related to divestitures, discontinued brands and exited product categories and a favorable impact of $6.4 million or 0.7% from foreign exchange, as compared to the prior year period. Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, discontinued brands and exited product categories, decreased $50.0 million, or 6.0%, from the prior year period. The decrease in each of net sales and organic net sales was primarily due to decline in the North America reportable segments. Additionally, the decrease in organic net sales was comprised of a 4.3% decrease in volume/mix and a 1.6% decrease in price primarily reflecting promotional activity. Further details of changes in net sales by segment are provided below in the Segment Results section.

Current wording

Net sales for the nine months ended March 31, 2025 were $1,196.4 million, a decrease of $121.1 million, or 9.2%, including an unfavorable impact of $61.5 million, or 4.2%, related to divestitures, discontinued brands and exited product categories and a favorable impact of $2.8 million, or 0.2%, from foreign exchange, as compared to the prior year period. Organic net sales, defined as net sales adjusted to exclude the impact of foreign exchange, acquisitions, divestitures, discontinued brands and exited product categories, decreased $62.4 million, or 5.2%, from the prior year period. The decrease in each of net sales and organic net sales was primarily due to declines in both the North America and International reportable segments. Additionally, the decrease in organic net sales was comprised of a 3.4% decrease in volume/mix and a 1.9% decrease in price. Further details of changes in net sales by segment are provided below in the Segment Results section.

Previous wording

Gross profit for the six months ended December 31, 2024 was $175.1 million, a decrease of $11.1 million, or 6.0%, as compared to the prior year period. Gross profit margin of 21.7% for the six months ended December 31, 2024, however, was higher when compared with 21.2% in the prior year period.

Current wording

Gross profit for the nine months ended March 31, 2025 was $259.7 million, a decrease of $23.1 million, or 8.2%, as compared to the prior year period. The gross profit margin of 21.7% was higher for the nine months ended March 31, 2025, when compared with 21.5% in the prior year period.

Previous wording

The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to lower sales volume and unfavorable product mix, partially offset by productivity improvements. The International reportable segment had a decrease in gross profit mainly due to increased promotional activity and product mix.

Current wording

The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to lower sales volume and unfavorable product mix, partially offset by productivity improvements. The International reportable segment had a decrease in gross profit mainly due to lower sales volume and unfavorable pricing, partially offset by favorable product mix.

Previous wording

Selling, general and administrative expenses were $141.5 million for the six months ended December 31, 2024, a decrease of $9.6 million, or 6.5%, from $151.1 million for the prior year period. The decrease was primarily due to lower employee-related expenses and marketing and advertising expense.

Current wording

Selling, general and administrative expenses were $204.4 million for the nine months ended March 31, 2025, a decrease of $13.4 million, or 6.2%, from $217.8 million for the prior year period. The decrease was primarily due to lower employee-related expenses, broker expenses and professional fees.

Previous wording

As discussed above, during the six months ended December 31, 2024, the Company recorded a non-cash goodwill impairment charge of $91.3 million within the North America segment related to its U.S. reporting unit. See Note 8, Goodwill and Intangible Assets, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current wording

As discussed above, during the nine months ended March 31, 2025, the Company recorded a non-cash goodwill impairment charge of $201.5 million within the North America segment related to its U.S. and Canada reporting units. See Note 9, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Previous wording

Productivity and transformation costs were $9.2 million for the six months ended December 31, 2024, a decrease of $4.1 million, or 30.6%, from $13.3 million in the prior year period. The decrease primarily reflected a reduction in restructuring costs incurred in connection with the Hain Reimagined Program.

Current wording

Productivity and transformation costs were $16.5 million for the nine months ended March 31, 2025, a decrease of $3.9 million, or 19.3%, from $20.4 million in the prior year period. The decrease primarily reflected a reduction in restructuring costs incurred in connection with the Hain Reimagined Program.

Previous wording

Amortization of acquired intangibles was $3.9 million for the six months ended December 31, 2024, an increase of $0.4 million from $3.5 million in the prior year period.

Current wording

Amortization of acquired intangibles was $5.2 million for the nine months ended March 31, 2025, an increase of $0.5 million from $4.7 million in the prior year period.

Previous wording

Operating loss for the six months ended December 31, 2024 was $88.8 million compared to $3.1 million in the prior year period as a result of the items described above.

Current wording

Operating loss for the nine months ended March 31, 2025 was $210.0 million compared to $31.0 million in the prior year period as a result of the items described above.

Previous wording

Interest and other financing expense, net totaled $26.5 million for the six months ended December 31, 2024, a decrease of $2.8 million, or 9.7%, from $29.4 million in the prior year period. The decrease resulted primarily from a lower outstanding debt balance and impact of a reduction in borrowing rates compared to the prior year period. See Note 9, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Current wording

Interest and other financing expense, net totaled $38.4 million for the nine months ended March 31, 2025, a decrease of $5.1 million, or 11.7%, from $43.5 million in the prior year period. The decrease resulted primarily from a lower outstanding debt balance and the impact of a reduction in borrowing rates compared to the prior year period. See Note 10, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Previous wording

Other expense, net totaled $1.3 million for the six months ended December 31, 2024, compared to $0.3 million of other income, net in the prior year period. The change was primarily due to pretax loss of $3.9 million on the sale of ParmCrisps®, partially offset by a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility and $0.8 million of foreign exchange gains.

Current wording

Other expense, net totaled $2.4 million for the nine months ended March 31, 2025, compared to $0.2 million of other income, net in the prior year period. The change was primarily due to a pretax loss of $3.9 million on the sale of ParmCrisps®, partially offset by a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility.

Previous wording

Loss before income taxes and equity in net loss of our equity-method investees was $116.6 million for the six months ended December 31, 2024, compared to a $32.1 million loss in the prior year period. The decrease in the loss before income taxes and equity in net loss of our equity-method investees was due to the items discussed above.

Current wording

Loss before income taxes and equity in net loss of our equity-method investees was $250.8 million for the nine months ended March 31, 2025, compared to a $74.3 million loss in the prior year period. The increase in the loss before income taxes and equity in net loss of our equity-method investees was due to the items discussed above.

Previous wording

The provision (benefit) for income taxes includes federal, foreign, state and local income taxes. Our income tax expense was $6.3 million for the six months ended December 31, 2024 compared to income tax benefit of $9.6 million in the prior year comparable period.

Current wording

The provision (benefit) for income taxes includes federal, foreign, state and local income taxes. Our income tax provision was $5.7 million for the nine months ended March 31, 2025 compared to income tax benefit of $4.5 million in the prior year comparable period.

Previous wording

The effective income tax rate was an expense of 5.4% and a benefit of 30.0% for the six months ended December 31, 2024 and 2023, respectively. The income tax expense for the six months ended December 31, 2024 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and personal care intangibles and movement in the valuation allowance for both federal and state income taxes. The effective income tax rate for the six months ended December 31, 2023 was impacted by tax expense related to stock-based compensation, GILTI, and limitations on the deductibility of executive compensation.

Current wording

The effective income tax rate was an expense of 2.3% and a benefit of 6.1% for the nine months ended March 31, 2025 and 2024, respectively. The income tax provision for the nine months ended March 31, 2025 reflected foreign tax expense in certain jurisdictions, impairment of goodwill and intangibles and movement in the valuation allowance for both federal and state income taxes. The effective income tax rate for the nine months ended March 31, 2024 was impacted by tax expense related to stock-based compensation, global intangible low-taxed income, and limitations on the deductibility of executive compensation.

Previous wording

Equity in net loss from our equity-method investments for the six months ended December 31, 2024 was a loss of $0.7 million compared to a $1.4 million loss in the prior year period.

Current wording

Equity in net loss from our equity-method investments for the nine months ended March 31, 2025 was a loss of $1.7 million compared to a $2.4 million loss in the prior year period.

Previous wording

Net loss for the six months ended December 31, 2024 was $123.6 million, or $1.37 per diluted share, compared to $23.9 million, or $0.27 per diluted share, in the prior year period. The decrease in net loss was attributable to the factors noted above.

Current wording

Net loss for the nine months ended March 31, 2025 was $258.2 million, or $2.87 per diluted share, compared to $72.1 million, or $0.80 per diluted share, in the prior year period. The increase in net loss was attributable to the factors noted above.

Previous wording

Adjusted EBITDA was $60.3 million and $71.2 million for the six months ended December 31, 2024 and 2023, 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 loss to Adjusted EBITDA.

Current wording

Adjusted EBITDA was $93.9 million and $115.0 million for the nine months ended March 31, 2025 and 2024, 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 loss to Adjusted EBITDA.

Previous wording

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the six months ended December 31, 2024 and 2023:

Current wording

The following table provides a summary of net sales and Adjusted EBITDA by reportable segment for the nine months ended March 31, 2025 and 2024:

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Current report — wording carried from elsewhere

The decrease in Corporate and Other expenses primarily reflected a decrease in consulting charges primarily offset by employee-related expenses.

Current report — wording carried from elsewhere

During the three months ended March 31, 2025, the Company conducted interim quantitative impairment tests of goodwill for the U.S. and Canada reporting units. The fair values were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach. As of March 31, 2025, the U.S. reporting unit’s carrying amount exceeded its estimated fair value of $690,000, resulting in the recognition of a non-cash impairment charge of $88,712 to reduce the carrying value of the U.S. reporting unit goodwill to $450,503. Aggregate goodwill impairment charges associated with the U.S. reporting unit were $179,979 for the nine months ended March 31, 2025. The Canada reporting unit’s carrying amount exceeded its estimated fair value of $28,549, resulting in the recognition of a non-cash impairment charge of $21,539 to reduce the carrying value of the Canada reporting unit goodwill to $17,549.