HAIN CELESTIAL GROUP INC
For the period ended Jun 30, 2026. Filed Sep 14, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Sep 14, 2026
HAIN$0.15+10.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-09-15.
0001193125-25-203534
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-14.
0001193125-26-390505
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 160 previous paragraphs and 158 current paragraphs.
82 unchanged; 46 reworded; 29 added; 27 removed; 5 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 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 (29)
Current report
As part of this review, on February 27, 2026, the Company completed the sale (the “North American Snacks Transaction”) of its North American Snacks business, including Garden Veggie Snacks™, Terra® chips and Garden of Eatin’® snacks as well as certain private label products (the “North American Snacks Business”) and received $111.2 million in cash, reflecting the total purchase price of $115.0 million less the holdback of an estimate for a customary inventory adjustment, which was finalized following the closing. The Company used the net proceeds of $101.1 from the North American Snacks Transaction to reduce the Company’s indebtedness.
Current report
As an additional step in the strategic review, on September 12, 2026, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with entities (the “Purchasers”) affiliated with global private equity firm AURELIUS pursuant to which, subject to the terms and conditions set forth therein, the Purchasers have agreed to acquire from the Company (the “International Business Transaction”) the entities that operate Hain Celestial’s International business in the United Kingdom, Ireland and Europe, including Ella’s Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups.
Current report
The aggregate net cash proceeds to be realized, after transaction expenses and taxes and including cash to be distributed from the International Business prior to closing, are expected to be between £225.1 million and £228.8 million, or between approximately $305.0 million and $310.0 million. Upon closing of the International Business Transaction, the Company would use the net proceeds to reduce the Company’s indebtedness. The foregoing U.S. Dollar figures are based on current foreign exchange rates and are subject to change based on foreign exchange rates in effect at the time the International Business Transaction closes.
Current report
Consummation of the International Business Transaction is subject to regulatory approvals and the Company and its lenders entering into an amendment of the Company’s credit agreement, which currently has a maturity date of December 22, 2026, to extend such maturity date by not less than nine months. If the credit agreement amendment is not entered into by October 12, 2026, the Purchasers may terminate the Purchase Agreement.
Current report
The Company remains in active discussions with its lenders to reach an agreement on an amendment of the Company’s credit agreement that would satisfy the closing condition for the International Business Transaction. While there can be no assurance that a credit agreement amendment will be obtained, the Company’s Board of Directors believes that extending the maturity date and completing the International Business Transaction would be in the best interests of the Company and its stakeholders.
Current report
See Note 1, Description of the Business and Basis of Presentation, under the heading “Strategic Review—International Business Transaction” in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current report
During the first quarter of fiscal year 2024, the Company began a multi‑year restructuring program (the “Restructuring Program”) to improve profitability and support future growth. Cumulative pretax charges associated with the Restructuring Program are expected to be $135 million - $145 million, which represents an increase of $20 million from the previously reported range, primarily due to incremental restructuring actions expected to be incurred in connection with the International Business Transaction. Substantially all of the incremental $20 million in charges are expected to be cash charges, with approximately 70% of the charges expected to be incurred in fiscal year 2027 and the remaining 30% expected to be incurred in fiscal year 2028. Annualized pretax savings from this incremental portion of the Restructuring Program are expected to be approximately $16 million. As a result, the Restructuring Program is expected to conclude by fiscal year 2028, instead of the previously communicated completion date of fiscal year 2027. See Note 1, Description of the Business and Basis of Presentation, under the heading “Strategic Review—International Business Transaction” in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current report
During the fiscal year 2026 we incurred charges totaling $27.3 million associated with actions under the restructuring program, including employee-related costs, contract termination costs, asset write-downs, and other transformation-related expenses. To date, we incurred $113.3 million of restructuring charges, of these charges, $35.3 million were non-cash.
Current report
Macroeconomic conditions continue to reflect inflation volatility, changes in interest rates, evolving fiscal and monetary policies, global supply chain challenges, and changes in U.S. and international trade restrictions and tariffs. In addition, ongoing geopolitical tensions, including the conflict involving Iran that began in February 2026, have contributed to volatility in energy and commodity markets and increased uncertainty across the global economy.
Current report
These conditions have affected, and may continue to affect, fuel, transportation, logistics, and other input costs, as well as consumer spending patterns in certain markets. While the Company has not experienced a material disruption to its operations as a result of these developments, prolonged or escalating geopolitical and macroeconomic pressures could adversely impact costs, supply chain efficiency, demand trends, liquidity, and operating results. The Company continues to monitor the evolving macroeconomic and geopolitical environment and, where appropriate, implement measures to mitigate potential impacts on its business.
Current report
Gross profit in fiscal 2026 was $272.1 million, a decrease of $61.9 million, or 18.5%, from $334.1 million in fiscal 2025. Gross profit margin decreased to 20.1% from 21.4%, a decline of 130 basis points, primarily due to weaker performance in the
Current report
International segment. While North America gross profit declined because of lower sales volume, including the impact of the North American Snacks Transaction, and an unfavorable product mix, these impacts were more than offset by pricing actions and trade efficiencies, resulting in a 120-basis-point improvement in North America gross margin to 22.9%. In contrast, the International segment experienced lower gross profit due to cost inflation and reduced sales volume, partially offset by productivity savings, which drove the overall decline in consolidated gross margin.
Current report
Selling, general and administrative expenses were $248.0 million in fiscal 2026, a decrease of $23.8 million, or 8.8%, from $271.8 million in fiscal 2025. The decrease was primarily due to a reduction in SG&A associated with the disposition of the North American Snacks Business in February 2026 and continued overhead reduction actions.
Current report
Long-Lived Asset and Intangibles Impairment
Current report
Productivity and transformation costs remained relatively flat at $22.0 million in fiscal 2026, compared to $21.5 million in fiscal 2025.
Current report
Amortization of acquired intangibles was $10.8 million in fiscal 2026, an increase of $4.3 million, or 66.8%, from $6.5 million in fiscal 2025. Effective April 1, 2026, as part of its annual impairment testing and in connection with the ongoing strategic review and business strategy to focus on simplifying the organization and its portfolio, the Company changed the estimated useful life of its remaining intangible assets from indefinite to definite.
Current report
Other expense, net was $46.3 million in fiscal 2026, compared to $0.9 million in the prior year. The change was primarily due to the recognition of a pretax loss of $50.8 million on the sale of North American Snacks Business in fiscal 2026. See Note 5, Dispositions, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current report
(Benefit) Provision for Income Taxes
Current report
Cash used in financing activities was $151.1 million for the fiscal year ended June 30, 2026, an increase of $107.2 million compared to $43.9 million of cash used in financing activities in the prior year. The increase in cash used in financing activities was primarily due to higher net debt repayments during fiscal year ended June 30, 2026, including the use of $101.1 million of proceeds from the North American Snacks Transaction being used to repay a portion of the Term Loan and $15.0 million of incremental repayments of borrowings under the Revolver.
Current report
(b)
Current report
Represents a receivable under the Company's representation and warranty insurance related to one of its prior acquisitions, which was collected on January 2, 2026.
Current report
(c)
Current report
Expenses and items primarily relating to strategic review.
Current report
During the second quarter of fiscal 2026, as a result of a continued decline in the projected performance and cash flows of the U.S. reporting unit, and in connection with the pending agreement to sell its North American Snacks Business, the Company completed an interim quantitative impairment test of goodwill. As a result of a continued decline in net sales of Hartley’s® jelly, the Company conducted an interim quantitative impairment test for the Hartley’s® jelly indefinite-lived tradename and recognized impairment. Due to the recognition of an intangible asset impairment charge within the United Kingdom (“U.K.”) reporting unit in the International reportable segment and a continued decline in the projected performance and cash flows of the U.K. reporting unit, the Company also completed an interim quantitative impairment test of goodwill. Consequently, the Company recognized non-cash impairment charges of $38,495 and $81,413 to reduce the carrying values of the U.S. and U.K. reporting units goodwill, respectively. The fair value was estimated using the Discounted Cash Flow (“DCF”) method income approach as such method was determined to be more representative of future performance from a market participant point of view. The U.K. reporting unit’s impairment charge reflected the sales volume decline that the Company continued to experience. The discount rate in both quantitative tests also reflected an increase in the small stock premium related to a decline in the Company’s market capitalization. For the Western Europe and Ella’s Kitchen UK reporting units, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of each reporting unit is less than its carrying amount, including goodwill. The Company concluded that the qualitatively tested reporting units’ estimated fair values exceeded their carrying amounts.
Current report
During the third quarter of fiscal 2026, as a result of a decline in the projected performance and expected future cash flows, the Company completed interim quantitative impairment tests of goodwill for all of its international reporting units: U.K., Western Europe and Ella’s Kitchen UK. For the U.S. reporting unit, the Company performed a qualitative evaluation to assess factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill, and concluded that the U.S. reporting unit’s estimated fair value exceeded its carrying amount. As of March 31, 2026, the U.K. reporting unit’s carrying amount exceeded its estimated fair value, resulting in the recognition of a non-cash impairment charge of $31,018 to reduce the carrying value of the U.K. reporting unit goodwill to nil. The fair values for the quantitatively tested reporting units were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach. The U.K. reporting unit’s impairment charges reflected a decline in sales volume and further compression in Adjusted EBITDA that the Company continued to experience. The estimated fair values of the Western Europe and Ella’s Kitchen UK reporting units exceeded their carrying amounts. The discount rate in the quantitative tests for the Western Europe and Ella’s Kitchen UK reporting units also reflected an increase in the small stock premium related to a decline in the Company’s market capitalization. We disclosed that the goodwill related to the U.S. and Western Europe reporting units remained at risk of potential impairment if the fair values of these reporting units, and their associated assets, decreased in value due to the amount and timing of expected future cash flows, decreased customer demand for products, an inability to execute management’s business strategies, or general market conditions, such as economic downturns, and changes in interest rates, including discount rates.
Current report
As of June 30, 2026, as a result of a continued decline in the projected performance and cash flows of the Western Europe reporting unit, and in connection with the pending agreement to sell its International Business, the Company completed an interim quantitative impairment test of goodwill. The Company also performed a qualitative assessment of its U.S. and Ella’s Kitchen U.K. reporting units and concluded that the estimated fair values of such reporting units exceeded their respective carrying amounts. As of June 30, 2026, the Western Europe reporting unit’s carrying amount exceeded its estimated fair value of $89,112, resulting in the recognition of a non-cash impairment charge of $42,293 to reduce the carrying value of the Western Europe reporting unit goodwill to nil. The fair value was estimated using the DCF method income approach as such method was determined to be more representative of future performance from a market participant point of view. The Western Europe reporting unit’s impairment charges primarily reflected a decline in forecasted Adjusted EBITDA. Furthermore, given the continued known decline in the Company’s Western Europe forecasts, the discount rate utilized to measure risk in the DCF methodology increased.
Current report
During the third quarter of fiscal 2026, as a result of a continued decline in actual and projected net sales driven by challenges related to regaining Earth’s Best® formula distribution, the Company conducted an interim quantitative impairment test for its Earth’s Best® Organic indefinite-lived tradename in its North America reportable segment. The Company concluded that the indefinite-lived intangible asset carrying amount exceeded its estimated fair value and recorded a non-cash impairment charge of $2,038 during the three months ended March 31, 2026, which was recorded within long-lived asset and intangibles impairment on the consolidated statement of operations. This tradename was subsequently reclassified to definite-lived and ascribed a useful life of 10 years.
Current report
During the third quarter of fiscal 2026, as a result of a decline in projected net sales driven by shifting consumer behavior towards private label soup, the Company conducted an interim quantitative impairment test for its soup indefinite-lived tradenames (Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups). The Company concluded that the estimated fair value exceeded the carrying amount by 8.0%. The soup indefinite-lived intangible assets are part of the International reportable segment and had a remaining aggregate carrying value of $22,702 as of June 30, 2026.
Current report
During the fiscal year ended June 30, 2026, the Company conducted an interim quantitative impairment test for its Ella’s Kitchen® baby and kids foods and Hartley’s® jelly tradenames and recorded a non-cash impairment charge of $10,432 for Hartley’s® jelly indefinite-lived tradename. The estimated fair value of the Ella’s Kitchen® tradename exceeded its carrying amount by 16.5%. These tradenames were subsequently reclassified to definite-lived and ascribed a useful life of 10 years. Such tradenames are part of the International reportable segment and have remaining carrying values of $33,528 and $36,553, respectively, as of June 30, 2026.
Removed paragraphs (27)
Previous report
We are focused on five actions to win in the marketplace and drive growth: aggressively streamlining our portfolio, accelerating brand renovation and innovation, implementing price increases along with broader revenue growth management, driving productivity and working capital efficiency, and enhancing our digital capabilities, inclusive of ecommerce.
Previous report
During the first quarter of fiscal year 2024, we initiated a multi-year growth, transformation and restructuring program (the “Restructuring Program”) intended to drive shareholder returns. The savings initiatives impact our reportable segments and Corporate and Other. The program is intended to optimize our portfolio, improve underlying profitability and increase our flexibility to invest in targeted growth initiatives, brand building and other capabilities critical to delivering future growth.
Previous report
Implementation of the Restructuring Program is expected to be completed by the end of the 2027 fiscal year. Cumulative pretax charges associated with the Restructuring Program are expected to be $100 million - $110 million comprised of contract termination costs, asset write-downs, employee-related costs and other transformation-related expenses, which represents an increase of $10 million from the previously reported range. For the fiscal years ended June 30, 2025 and June 30, 2024, we incurred pretax charges of $26 million and $60 million, respectively, associated with the Restructuring Program.
Previous report
As part of the Restructuring Program, the Company completed the sale of three non-core brands and our investment in a joint venture during fiscal 2024 and fiscal 2025. We also announced the exit of the Yves Veggie Cuisine® plant-based business in Canada, which is expected to be completed in the second quarter of fiscal 2026. 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. Annualized pretax savings are expected to be $130 million - $150 million. The gross savings to date reflect operating model savings, productivity delivery and benefits from revenue growth management initiatives, offset by volume deleveraging and input cost inflation.
Previous report
CEO Succession
Previous report
On May 7, 2025, the Company announced that Ms. Davidson departed as President and Chief Executive Officer and as a member of the Board effective May 6, 2025. The Hain Board is executing its leadership succession plan to identify the Company’s next CEO. The Board has a transition plan in place and has appointed Alison E. Lewis, a member of the Board since September 2024, as Interim President and CEO.
Previous report
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, have led and may continue to lead to increased supply chain expenses and other business impacts. Moreover, our industry has experienced and is anticipating the possibility of further 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 report
Gross profit in fiscal 2025 was $334.1 million, a decrease of $46.8 million, or 12.3%, from $380.8 million in fiscal 2024. Gross profit margin was 21.4% of net sales, compared to 21.9% in the prior year. The decrease in gross profit was driven primarily by the North America reportable segment, mainly due to volume and mix softness along with higher trade spend and inflation, partially offset by productivity improvements. Gross profit also decreased in the International reportable segment mainly due to inflation and volume and mix softness, partially offset by productivity and pricing.
Previous report
Selling, general and administrative expenses were $271.8 million in fiscal 2025, a decrease of $18.3 million, or 6.3%, from $290.1 million in fiscal 2024. The decrease was primarily due to lower broker expenses, employee-related expenses and professional fees.
Previous report
Intangibles and Long-Lived Asset Impairment
Previous report
Productivity and transformation costs were $21.5 million in fiscal 2025, a decrease of $6.2 million or 22.4% from $27.7 million in fiscal 2024. The decrease primarily reflected a reduction in restructuring costs incurred in connection with the Restructuring Program.
Previous report
Amortization of acquired intangibles was $6.5 million in fiscal 2025, an increase of $0.7 million, or 12.0%, from $5.8 million in fiscal 2024. The increase was due to the fact that during the fourth quarter of fiscal 2024, personal care tradenames and MaraNatha® and Happy TM and Joya® trademarks were reclassified from indefinite to definite-lived and ascribed a useful life of 10 years.
Previous report
Other expense, net was $0.9 million in fiscal 2025, compared to $4.1 million in the prior year. Other expense, net in fiscal 2025 reflected a $5.4 million pretax gain from the sale of the Company’s minority equity interest in Chop’t Creative Salad Company LLC, predecessor to Founders Table, and a $1.6 million pretax gain on the sale of assets related to the Company’s former Bell, CA production facility. These gains were partially offset by a $3.9 million pretax loss recognized on the sale of ParmCrisps® .and net foreign currency losses. Other expense, net in fiscal 2024 primarily reflected losses on the dispositions of Thinsters® cookie business and Queen Helene® brand, partially offset by net foreign currency gains. See Note 5, Dispositions and Note 15, Investments, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous report
Provision (benefit) for Income Taxes
Previous report
Cash used in financing activities was $43.9 million for the fiscal year ended June 30, 2025, a decrease of $45.8 million compared to $89.7 million in the prior year, primarily reflecting a reduction in the repayment of borrowings.
Previous report
During the second quarter of fiscal 2025, as a result of the continued decline in the Company’s market capitalization since the previous fiscal year and the recognition of personal care intangible asset impairment charges within the reporting units in its North America reportable segment, the Company completed an interim impairment test for goodwill for all of its reporting units utilizing either a quantitative or qualitative test. Consequently, the Company recognized a non-cash impairment charge of $91,267 to reduce the carrying value of the goodwill of the U.S. reporting unit. In addition to the aforementioned factors, while the Company’s previously announced Hain Reimagined strategy was still in effect, certain significant assumptions in the fair value test of the U.S. reporting unit had changed. Those changes in estimates included a decline in overall sales volume, an increase in the discount rate utilized in the DCF methodology as a result of certain developments related to the Company’s ability to implement its then-current strategy and a decrease in Enterprise Value (“E.V.”)/EBITDA multiples of comparable publicly traded companies, which were utilized in the GPCM under the market approach. For the qualitatively assessed reporting units (Canada, U.K., Western Europe and Ella’s Kitchen U.K.), the Company assessed qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The Company concluded that the qualitatively tested reporting units’ estimated fair values exceeded their carrying amounts.
Previous report
During the third quarter of fiscal 2025, as a result of a significant reduction in the Company’s actual and projected performance and cash flows primarily within its North America segment, the measurement of the personal care business as held for sale, as well as the continued decline in the Company’s market capitalization since the previous quarter, the Company completed an interim impairment test for goodwill for all of its reporting units. As of March 31, 2025, the U.S. and Canada reporting units’
Previous report
carrying amounts exceeded their estimated fair value, resulting in recognition of non-cash impairment charges of $88,712 and $21,539, respectively, to reduce their respective carrying values. The additional U.S. reporting unit impairment recorded during the third quarter of fiscal 2025 also reflected the sales volume decline that the Company continued to experience, which led to an incremental increase in the discount rate utilized to measure risk in the DCF methodology. Additionally, there was also a corresponding decrease in E.V./EBITDA multiples of comparable publicly traded companies, which were utilized in the GPCM under the market approach. The Canada reporting unit was affected by the PC business being classified as held for sale in addition to the Canadian market being affected by net sales volume declines similar to those that had been experienced by the U.S. reporting unit. For the qualitatively tested reporting units (U.K., Western Europe and Ella’s Kitchen U.K.), the Company assessed qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The Company concluded that the qualitatively tested reporting units’ estimated fair values exceeded their carrying amounts, while noting a recent decline in performance within the U.K. reporting units.
Previous report
As of June 30, 2025, the Company identified further indicators of impairment and determined it was necessary to perform a quantitative test of goodwill at the U.S., Canada and U.K. reporting units and a qualitative assessment of its Western Europe and Ella’s Kitchen U.K. reporting units. On a consolidated basis, the continued decline in the Company’s closing stock price per share from $6.91 as of June 30, 2024 to $1.52 as of June 30, 2025 was a significant indicator that led the Company to perform these additional tests. In addition, during the fourth quarter of fiscal 2025, the Board of Directors announced the exit of the Company’s former CEO and that a strategic review of the Company’s portfolio would be performed, as discussed in Note 1. Description of Business and Basis of Presentation. The following factors were also identified within the reporting units.
Previous report
During the fourth quarter of fiscal 2025, the U.S. reporting unit experienced certain significant distribution losses with certain customers that affected both revenue and Adjusted EBITDA. Furthermore, given the continued known decline in the Company’s U.S. forecasts, the discount rate utilized to measure risk in the DCF methodology increased. In addition, there was a reduction in E.V./EBITDA multiples of comparable publicly traded companies, which were utilized in the GPCM under the market approach. These factors led to an impairment of $138,182 being recorded in our U.S. reporting unit for the three months ended June 30, 2025.
Previous report
Furthermore, during the fourth quarter of fiscal 2025, the U.K. reporting unit had a reduction in Adjusted EBITDA due to certain regulations related to plastic and national insurance taxes that were enacted during the quarter, and the reduction of Adjusted EBITDA also impacted the discount rate utilized under the DCF approach. The U.K. reporting unit valuation was also impacted by a reduction in the E.V./EBITDA multiples of comparable publicly traded companies, which were utilized in the GPCM under the market approach. These factors led to the recognition of a non-cash goodwill impairment charge of $71,203 being recorded in our U.K. reporting unit as of June 30 2025.
Previous report
The Canada reporting unit had goodwill of $17,549 remaining as of April 1, 2025. The remaining goodwill was impaired as a result of the Company’s strategic decision to close the Yves Veggie Cuisine® business on June 26, 2025, which is expected to be completed in fiscal 2026.
Previous report
During the fourth quarter of fiscal 2025, the Company quantitatively tested tradenames associated with its snacks and meal preparation brands, Sensible Portions®, Imagine® and Spectrum®. The estimated fair value of Spectrum® exceeded its carrying value by approximately 18%. The quantitative assessment indicated that the carrying value of Sensible Portions® and Imagine® tradenames exceeded their estimated fair value. The fair value was determined using the relief from royalty method, and an aggregate non-cash impairment charge of $21,100 was recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The Sensible Portions® and Spectrum® intangible assets are part of the North America reportable segment and have a remaining aggregate carrying value of $8,000 and $11,800, respectively, as of June 30, 2025. Imagine® intangible asset was also part of the North America reportable segment and have no remaining carrying value as of June 30, 2025. The Spectrum® and Sensible Portions® tradenames remain at risk of impairment in future periods in the event of unfavorable changes in assumptions, including forecasted future cashflows based on execution of strategic initiatives for increasing revenue, as well as discount rates and other macroeconomic factors.
Previous report
During the third quarter of fiscal 2025, the Company recorded a non-cash impairment charge of $960 within its North America reportable segment related to its Health Valley® trademark. The asset was part of the North America reportable segment and have no remaining carrying value as of June 30, 2025.
Previous report
During the second quarter of fiscal 2025, the Company recorded a non-cash impairment charge of $15,733 within its North America reportable segment. Non-cash impairment charge of $12,085 was related to its personal care intangible assets, primarily Avalon Organics®, JASON®, and Live Clean® trademarks and tradenames and balance $3,648 was related to Belvedere™ trademark and customer relationships. The assets are part of the North America reportable segment and have and have no remaining carrying value as of June 30, 2025.
Previous report
Stock-based Compensation
Previous report
The Company utilizes 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. For awards that contain a market condition, expense is recognized over the defined or derived service period using a Monte Carlo simulation model.
Reworded paragraphs (46)
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 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.
Current wording
The Hain Celestial Group, Inc., a Delaware corporation (collectively with its subsidiaries, the “Company,” “Hain Celestial,” “we,” “us” or “our”), was founded in 1993. Hain Celestial is a leading global health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain Celestial has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial’s products across beverages, yogurt, baby/kids 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®Organic and Ella’s Kitchen® baby and kid’s 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.
Current wording
The Company’s leading brands include Celestial Seasonings® teas, The Greek Gods® yogurt, Earth’s Best® Organic and Ella’s Kitchen® baby and kids foods, Joya® and Natumi® plant-based beverages, Hartley’s® jelly, as well as Cully & Sully®, Yorkshire Provender®, and New Covent Garden® soups, among others.
Previous wording
During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor. The Board is considering a broad range of strategic options to enhance value. Also, in the third quarter of fiscal year 2025, we announced that we were exploring strategic alternatives regarding our personal care business to focus on our portfolio of better-for-you food and beverages.
Current wording
During the fourth quarter of fiscal year 2025, we announced that our Board of Directors was conducting a comprehensive review of the Company’s portfolio with the assistance of our independent financial advisor.
Previous wording
Net sales in fiscal 2025 were $1.56 billion, a decrease of $176.5 million, or 10.2%, from net sales of $1.74 billion in fiscal 2024. Results for fiscal 2025 included an unfavorable impact of $87.1 million, or 4.4%, related to divestitures, held for sale businesses, discontinued brands and exited product categories and a favorable impact of $11.6 million, or 0.7%, from foreign exchange, as compared to the prior year. Organic net sales, defined as net sales adjusted to exclude the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories and foreign exchange, decreased $101.0 million, or 6.5%, from the prior year. 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 4.9% decrease in volume/mix and a 1.6% decrease in price. Further details of changes in net sales by segment are provided below in the Segment Results section.
Current wording
Net sales in fiscal 2026 were $1.35 billion, a decrease of $206.4 million, or 13.2%, from net sales of $1.56 billion in fiscal 2025, primarily due to a decline in the North America reportable segment. Results for fiscal 2026 included an unfavorable impact of $208.2 million, or 12.6%, related to divestitures, held for sale businesses, discontinued brands and exited product categories and a favorable impact of $29.6 million, or 1.9%, from foreign exchange, as compared to the prior year. Organic net sales, defined as net sales adjusted to exclude the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories and foreign exchange, decreased $27.8 million, or 2.5%, from the prior year. The decrease in organic net sales was primarily due to decline in the International reportable segment, partially offset by growth in the North America reportable segment. Additionally, the decrease in organic net sales was comprised of a 3.2% decrease in volume/mix, partially offset by a 0.7% increase in price. Further details of changes in net sales by segment are provided below in the Segment Results section.
Previous wording
As a result of a significant reduction in actual and projected performance and cash flows, as well as the continued decline in the Company’s market capitalization in fiscal 2025, the Company completed quantitative impairment tests for goodwill ascribed to all its reporting units at various times throughout fiscal 2025. Consequently, the Company recorded aggregate non-cash goodwill impairment charges of $357.7 million within the North America segment related to such reporting units and $71.2 million within the International segment related to its U.K. reporting unit. See Note 9, Goodwill and Other Intangible Assets, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
During the fiscal year ended June 30, 2026, the Company recognized aggregate non-cash goodwill impairment charges of $193.2 million related to its U.S., U.K., and Western Europe reporting units. During the fiscal year ended June 30, 2025, the Company recorded aggregate non-cash goodwill impairment charges of $357.7 million within the North America segment related to its U.S. and Canada reporting units and $71.2 million within the International segment related to its U.K. reporting unit. See Note 9, Goodwill and Other Intangible Assets, and Note 15, Fair Value Measurements, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous wording
During the fiscal year ended June 30, 2024, the Company recognized aggregate non-cash impairment charges of $76.1 million, including (i) $44.6 million primarily related to ParmCrisps®, Thinsters®, Joya®, Happy™, and certain North America personal care intangible assets (Alba Botanica®, Avalon Organics®, and JASON®) and (ii) a $20.7 million charge related to our Bell, CA production facility in the North America reportable segment. See Note 7, Property, Plant and Equipment, Net, Note 9, Goodwill and Other Intangible Assets, and Note 16, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
During the fiscal year ended June 30, 2026, the Company recognized aggregate non-cash impairment charges of $27.4 million, including (i) $14.6 million related to Hartley’s® jelly, Spectrum® culinary oils, and Earth’s Best® Organic tradenames and (ii) a $11.2 million charge primarily related to the personal care assets held for sale. See Note 4, Assets and Liabilities Held for Sale, Note 9, Goodwill and Other Intangible Assets and Note 15, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous wording
During the fiscal year ended June 30, 2025, the Company recognized aggregate non-cash impairment charges of $66.9 million, including (i) $37.8 million related to Sensible Portions®, Belvedere™ , Imagine®, Health Valley®, and certain North America personal care intangible assets (Avalon Organics® and JASON®) and (ii) a $26.8 million charge primarily related to the personal care assets held for sale. See Note 4, Assets and Liabilities Held for Sale, Note 9, Goodwill and Other Intangible Assets and Note 16, Fair Value Measurements, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
During the fiscal year ended June 30, 2025, the Company recognized aggregate non-cash impairment charges of $66.9 million, including (i) $37.8 million related to Sensible Portions®, Belvedere™, Imagine®, Health Valley®, and certain North America personal care intangible assets (Avalon Organics® and JASON®) and (ii) a $26.8 million charge primarily related to the personal care assets held for sale. See Note 4, Assets and Liabilities Held for Sale, and Note 9, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous wording
Productivity and transformation costs of $21.5 million in fiscal 2025 were primarily comprised of consultancy and employee-related costs in the amount of $13.2 million and $8.3 million, respectively. See Note 19, Transformation Program, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
Productivity and transformation costs of $22.0 million in fiscal 2026 were primarily comprised of consultancy and employee-related costs in the amount of $10.6 million and $10.9 million, respectively. See Note 18, Restructuring Program, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous wording
Operating loss in fiscal 2025 was $461.6 million compared to $18.9 million in fiscal 2024 due to the items described above.
Current wording
Operating loss in fiscal 2026 was $203.5 million compared to $461.6 million in fiscal 2025 due to the items described above.
Previous wording
Interest and other financing expense, net totaled $51.3 million in fiscal 2025, a decrease of $6.0 million, or 10.4%, from $57.2 million in the prior year. The decrease resulted primarily from a lower outstanding debt balance and the impact of a reduction in borrowing rates compared to the prior year. See Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
Interest and other financing expense, net totaled $57.0 million in fiscal 2026, an increase of $5.7 million, or 11.1%, from $51.3 million in the prior year. The increase resulted primarily from a higher interest rate spread as well as increased amortization of deferred financing fees related to the May 2025 and September 2025 amendments to our Credit Agreement, as defined below, partially offset by lower outstanding debt balance compared to the prior year period. See Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous wording
Loss before income taxes and equity in the net loss of our equity-method investees for fiscal 2025 was $513.7 million compared to $80.3 million in fiscal 2024. The decrease was due to the items discussed above.
Current wording
Loss before income taxes and equity in the net loss of our equity-method investees for fiscal 2026 was $306.8 million compared to $513.7 million in fiscal 2025. The decrease 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 $15.3 million for fiscal 2025 compared to a benefit of $7.8 million for fiscal 2024. Income tax in fiscal 2025 reflected current tax on operations in certain jurisdictions and an increase in the accrual for uncertain tax positions, partially offset by a release in the valuation allowance against certain deferred tax assets. We did not record income tax benefits for losses incurred in certain jurisdictions, as it is not more likely than not that we will utilize such benefits due to the combination of our history of pretax losses and our inability to carry forward or carry back tax losses or credits.
Current wording
The (benefit) provision for income taxes includes federal, foreign, state and local income taxes. Our income tax benefit was $2.2 million for fiscal 2026 compared to an expense of $15.3 million for fiscal 2025. Income tax in fiscal 2026 reflected current tax on operations in certain jurisdictions and an increase in the accrual for uncertain tax positions. We did not record income tax benefits for losses incurred in certain jurisdictions, as it is not more likely than not that we will utilize such benefits due to the combination of our history of pretax losses and our inability to carry forward or carry back tax losses or credits.
Previous wording
The effective income tax rate was an expense of 3.0% and a benefit of 9.7% for the fiscal year ended June 30, 2025 and 2024, respectively. The effective income tax rate for the year ended June 30, 2025 was primarily impacted by the recognition of a valuation allowance as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets and recognition of uncertain tax positions.
Current wording
The effective income tax rate was a benefit of 0.7% and an expense of 3.0% for the fiscal year ended June 30, 2026 and 2025, respectively. The effective income tax rate for the year ended June 30, 2026 was primarily impacted by the recognition of a valuation allowance as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets.
Previous wording
The effective income tax rate for the year ended June 30, 2024 was primarily impacted by the recognition of a valuation allowance against deferred tax assets.
Current wording
The effective income tax rate for the year ended June 30, 2025 was primarily impacted by the recognition of a valuation allowance against deferred tax assets as a result of the reduction in deferred tax liabilities due to the above-noted impairment charges on intangible assets and recognition of uncertain tax positions.
Previous wording
Our equity in the net loss from our equity method investments for fiscal 2025 was $1.8 million compared to $2.6 million for fiscal 2024. See Note 15, Investments, in the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
Our equity in the net loss from our equity method investments for fiscal 2026 was a loss of $0.4 million compared to a $1.8 million loss for fiscal 2025.
Previous wording
Net loss for fiscal 2025 was $530.8 million, or $5.91 per diluted share, compared to $75.0 million, or $0.84 per diluted share, in fiscal 2024. The change was attributable to the factors noted above.
Current wording
Net loss for fiscal 2026 was $304.9 million, or $3.36 per diluted share, compared to $530.8 million, or $5.89 per diluted share, in fiscal 2025. The change was attributable to the factors noted above.
Previous wording
Our consolidated Adjusted EBITDA was $113.8 million and $154.5 million for fiscal 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 income to Adjusted EBITDA.
Current wording
Our consolidated Adjusted EBITDA was $89.0 million and $113.8 million for fiscal 2026 and 2025, 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
Our net sales in the North America reportable segment for fiscal 2025 were $888.6 million, a decrease of $166.9 million, or 15.8%, including an unfavorable impact of $85.2 million, or 6.4%, related to divestitures, held for sale businesses, discontinued brands and exited product categories, as compared to the prior year. Organic net sales decreased $79.6 million, or 9.2%, to $788.9 million from $868.5 million in the prior year.
Current wording
Our net sales in the North America reportable segment for fiscal 2026 were $685.1 million, a decrease of $203.6 million, or 22.9%, primarily due to impact of $204.6 million, or 23.1%, related to divestitures, held for sale businesses, discontinued brands and exited product categories, as compared to the prior year. Organic net sales were effectively flat year-over-year, as growth in meal preparation and beverages categories was offset by lower sales in the baby & kids category.
Previous wording
The decrease in net sales was primarily due to lower sales in the snacks, meal preparation and personal care categories. The decrease in organic net sales was largely attributable to softness in the snacks category, as a result of velocity challenges and distribution losses, and to a lesser extent, by lower sales in the meal preparation category. The decline in meal preparation was primarily driven by softness in oils and nut butters, partially offset by growth in yogurt.
Current wording
The decrease in net sales was primarily due to lower sales in the snacks category, reflecting the disposition of the North American Snacks business in February 2026 and, to a lesser extent, declines in the meal preparation and personal care categories.
Previous wording
Adjusted EBITDA in fiscal 2025 was $65.5 million, a decrease of $33.2 million from $98.7 million in fiscal 2024. The decrease was primarily related to volume and mix softness along with higher trade spend, partially offset by productivity initiatives and a reduction in selling, general, and administrative expenses, mainly due to lower selling expenses and employee-related costs. Adjusted EBITDA margin was 7.1%, a 200-basis point decrease from the prior year.
Current wording
Adjusted EBITDA in fiscal 2026 was $61.2 million, a decrease of $4.2 million from $65.5 million in fiscal 2025. The decrease was primarily related to volume/mix and cost inflation, partially offset by productivity initiatives, reduction in selling, general, and administrative expenses, and improved pricing. Adjusted EBITDA margin was 8.9%, a 160-basis point increase from the prior year, primarily reflecting the improved Adjusted EBITDA margin following the sale of the North American Snacks business.
Previous wording
Net sales in the International reportable segment for fiscal 2025 were $671.2 million, a decrease of $9.6 million, or 1.4%, including a favorable impact of $13.7 million or 2.0% related to foreign exchange, as compared to the prior year. Organic net sales decreased $21.4 million, or 3.2%, to $654.7 million from $676.1 million in fiscal 2024.
Current wording
Net sales in the International reportable segment for fiscal 2026 were $668.4 million, a decrease of $2.8 million, or 0.4%, including a favorable impact of $29.4 million, or 4.4% related to foreign exchange, as compared to the prior year. Organic net sales decreased $28.5 million, or 4.3%, to $633.4 million from $671.2 million in fiscal 2025.
Previous wording
The decrease in net sales for fiscal 2025 was primarily driven by lower sales in the beverage and snacks categories. Organic net sales also declined, mainly due to softness in the meal preparation and beverages categories. The decline in meal preparation was primarily driven by lower sales in meat-free and private label spreads and drizzles, partially offset by growth in soups in the United Kingdom. The decline in beverages was primarily driven by softness in private label non-dairy beverage in Western Europe.
Current wording
The decrease in net sales for fiscal 2026 was primarily driven by lower sales in the baby & kids and snacks categories, partially offset by growth in the beverages and meal preparation categories. Organic net sales also declined, mainly due to softness in the baby & kids and meal preparation categories. The decrease in the baby & kids category was primarily driven by continued industry-wide volume softness in purees in the U.K. The decrease in the meal preparation category was due to a decline in private label spreads and drizzles as a result of contract losses, softness in meat alternatives and weak soup performance across brands.
Previous wording
Adjusted EBITDA in fiscal 2025 was $86.0 million, a decrease of $9.0 million from $95.0 million in fiscal 2024. The decrease was primarily driven by inflation and volume and mix softness, partially offset by productivity and pricing. Adjusted EBITDA margin was 12.8%, a 120-basis point decrease from the prior year.
Current wording
Adjusted EBITDA in fiscal 2026 was $63.5 million, a decrease of $22.5 million from $86.0 million in fiscal 2025. The decrease was primarily driven by cost inflation and volume and mix softness, partially offset by productivity savings and pricing. Adjusted EBITDA margin was 9.5%, a 330-basis point decrease from the prior year.
Previous wording
The decrease in Corporate and Other expenses primarily reflected lower consulting charges and employee-related expenses. Refer to Note 21, Segment Information, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional details.
Current wording
The decrease in Corporate and Other Adjusted EBITDA primarily reflected a reduction in compensation-related expenses. 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.
Previous wording
We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below). We believe that our cash flows from operations and borrowing capacity under our Credit Agreement (as defined below) will be adequate to meet anticipated operating and other expenditures for the foreseeable future. See Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
We finance our operations and growth primarily with the cash flows we generate from our operations and from borrowings available to us under our Credit Agreement (as defined below). We believe that our cash flows from operations and borrowing capacity under our Credit Agreement will be adequate to meet anticipated operating and other expenditures through its maturity date. However, the Credit Agreement matures in December 2026, and the Company continues to engage with lenders and other third parties regarding refinancing, an extension of the maturity date, and potential capital raising or other strategic transactions. There can be no assurance that these efforts will be successful or completed on acceptable terms, or at all. Any default by us under the credit agreement, including our failure to repay in full the Credit Agreement at or prior to maturity, could have a material adverse effect on our business and financial condition, including being forced to seek relief under federal bankruptcy laws or to pursue a restructuring, wind-down, or liquidation, and holders of our common stock could experience a significant or complete loss of their investment. Please refer to the risk factor “Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences” set forth in Part I, Item 1A, “Risk Factors” and Note 11, Debt and Borrowings, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Previous wording
On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”). The Credit Agreement originally provided for senior secured financing of $1,100.0 million 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 was originally 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. The Company’s 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.
Current wording
On December 22, 2021, the Company entered into a Fourth Amended and Restated Credit Agreement (as subsequently amended, the “Credit Agreement”). The Credit Agreement originally provided for senior secured financing of $1,100.0 million 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 was originally 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. The Company’s 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. The Credit Agreement includes financial covenants that require compliance with a consolidated secured leverage ratio, a consolidated leverage ratio and a consolidated interest coverage ratio.
Previous wording
The Credit Agreement includes financial covenants that require compliance with a consolidated secured leverage ratio, a consolidated leverage ratio and a consolidated interest coverage ratio. On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 until September 30, 2023, 5.25:1.00 until December 31, 2023, 5.00:1.00 until December 31, 2024, and 4.25:1.00 thereafter. See below for a description of the Third Amendment and Fourth Amendment (each as defined below). Following the Fourth Amendment, the Company’s maximum consolidated secured leverage ratio under the Credit Agreement was 5.00:1.00 until June 30, 2025 and is 5.50:1.00 for the quarter ending September 30, 2025 and thereafter. Pursuant to the Credit Agreement, the Company’s maximum consolidated leverage ratio is 6.00:1.00 and, through June 30, 2025, its minimum interest coverage ratio was 2.50:1.00. As of June 30, 2025, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.69:1.00, 4.69:1.00 and 2.93:1.00, respectively, and the Company was in compliance with all associated covenants. The aforementioned financial covenants are being reported as calculated under the Credit Agreement and not pursuant to accounting principles generally accepted in the U.S. (“GAAP”). Please refer to the Credit Agreement and amendments filed as exhibits to this Form 10-K for further information related to the calculation thereof. For risks related to our indebtedness and compliance with these covenants, please refer to the risk factor “Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences” set forth in Part I, Item 1A, “Risk Factors” of this Form 10-K.
Current wording
On August 22, 2023, the Company entered into a Second Amendment (the “Second Amendment”) to the Credit Agreement. Pursuant to the Second Amendment, the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 until September 30, 2023, 5.25:1.00 until December 31, 2023, 5.00:1.00 until December 31, 2024, and 4.25:1.00 thereafter. The Company’s maximum consolidated leverage ratio remained at 6.00:1.00, and its minimum consolidated interest coverage ratio remained at 2.75:1.00.
Previous wording
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 wording
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. 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.
Previous wording
On September 11, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. Pursuant to the Fourth Amendment, (x) the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 for the quarter ending June 30, 2025 and 5.50:1.00 for the quarter ending September 30, 2025 and thereafter, (y) the Company’s minimum consolidated interest coverage ratio was amended to be 2.00:1.00 for the quarter ending September 30, 2025 and thereafter and (z) a covenant was added requiring the Company to maintain a minimum Consolidated EBITDA (as such term is defined in the Credit Agreement as amended by the Fourth Amendment) of (i) $17.0 million for the quarter ending September 30, 2025 and (ii) $52.0 million for the cumulative two quarters ending September 30, 2025 and on December 31, 2025. The aforementioned financial covenants use financial measures that are defined under the Credit Agreement and not pursuant to GAAP. Please refer to the Credit Agreement and amendments filed as exhibits to this Form 10-K for further information related to the calculation thereof.
Current wording
On September 11, 2025, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement. Pursuant to the Fourth Amendment, (x) the Company’s maximum consolidated secured leverage ratio was amended to be 5.00:1.00 for the quarter ending June 30, 2025 and 5.50:1.00 for the quarter ending September 30, 2025 and thereafter, (y) the Company’s minimum consolidated interest coverage ratio was amended to be 2.00:1.00 for the quarter ending September 30, 2025 and thereafter and (z) a covenant was added requiring the Company to maintain a minimum Consolidated EBITDA (as such term is defined in the Credit Agreement as amended by the Fourth Amendment) of (i) $17.0 million for the quarter ending September 30, 2025 and (ii) $52.0 million for the cumulative two quarters ending September 30, 2025 and on December 31, 2025. The aforementioned financial covenants use financial measures that are defined under the Credit Agreement and not pursuant to GAAP. The Fourth Amendment also reduced the size of the Revolver from $700.0 million to $600.0 million in the aggregate, with the U.S. revolving credit facility reduced from $385.0 million to $330.0 million and the global revolving credit facility reduced from $315.0 million to $270.0 million.
Previous wording
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 wording
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. Commencing on the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) Term SOFR plus 3.00% per annum or (b) the Base Rate plus 2.00% per annum. Commencing on the date of the Fourth Amendment, loans under the Credit Agreement bear interest at (a) Term SOFR plus 4.00% per annum or (b) the Base Rate plus 3.00% per annum.
Previous wording
Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2025 was 7.34%. The Company uses interest rate swaps to hedge a portion of the interest rate risk related to its outstanding variable rate debt. As of June 30, 2025, the notional amount of the interest rate swaps was $400.0 million with fixed rate payments of 6.12%. Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2025 was 6.41%. Additionally, the Credit Agreement contains a commitment fee of 0.25% per annum on the amount unused under the Credit Agreement.
Current wording
Excluding the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2026 was 7.92%. The Company uses interest rate swaps to hedge a portion of the interest rate risk related to its outstanding variable rate debt. As of June 30, 2026, the notional amount of the interest rate swaps was $400.0 million with fixed rate payments of 7.12%. Including the impact of hedges, the weighted average interest rate on outstanding borrowings under the Credit Agreement at June 30, 2026 was 7.38%. Additionally, the Credit Agreement contains a commitment fee of 0.25% per annum on the amount unused under the Credit Agreement.
Previous wording
As of June 30, 2025, there were $450.5 million of loans under the Revolver, $255.6 million of Term Loans, and $2.8 million of letters of credit outstanding under the Credit Agreement. As of June 30, 2025 and June 30, 2024, $246.7 million and $321.8 million, respectively, was available under the Credit Agreement, subject to compliance with the financial covenants. As of June 30, 2025, the Company was in compliance with all associated covenants.
Current wording
As of June 30, 2026, there were $411.0 million of loans under the Revolver, $146.9 million of Term Loans, and $3.1 million of letters of credit outstanding under the Credit Agreement. As of June 30, 2026 and June 30, 2025, $185.9 million and $246.7 million, respectively, was available under the Credit Agreement, subject to compliance with the financial covenants. As of June 30, 2026, the Company was in compliance with all associated covenants.
Previous wording
Our cash and cash equivalents balance was relatively consistent at June 30, 2025 at $54.4 million as compared to $54.3 million at June 30, 2024. Our working capital was $252.9 million at June 30, 2025, a decrease of $22.7 million from $275.6 million at the end of fiscal 2024. Additionally, our total debt decreased by $39.3 million at June 30, 2025 to $704.8 million as compared to $744.1 million at June 30, 2024 as a result of net repayments carried out during the year.
Current wording
At June 30, 2026, our cash and cash equivalents balance was $58.1 million, relatively consistent with our cash and cash equivalents of $54.4 million at June 30, 2025. Our working capital was negative $414.5 million at June 30, 2026, a decrease of $667.4 million from $252.9 million at the end of fiscal 2025. The decrease was driven by the classification of $557.9 million of debt obligations, maturing on December 22, 2026, as current. Additionally, our total debt balance, net of unamortized issuance costs, at June 30, 2026 decreased by $147.0 million to $557.8 million as compared to $704.8 million at June 30, 2025 as a result of net repayments during the period.
Previous wording
Our cash balances are held in the U.S., U.K., Canada, Western Europe, the Middle East and India. As of June 30, 2025, substantially all cash was held outside of the U.S.
Current wording
Our cash balances are held in the U.S., U.K., Canada, Western Europe, the Middle East and India. As of June 30, 2026, substantially all cash was held outside of the U.S. and there are no material restrictions on repatriation.
Previous wording
Cash provided by operating activities was $22.1 million for the fiscal year ended June 30, 2025, a decrease of $94.2 million from cash provided by operating activities of $116.4 million in the prior year. This decrease in cash provided by operating activities versus the prior year resulted primarily from a reduction in cash earnings and higher cash utilization of $41.6 million for our working capital accounts, which was mainly due to higher inventory and a reduced benefit from accounts payable and accrued expenses, partially offset by an increase in accounts receivable recovery.
Current wording
Cash provided by operating activities was $78.3 million for the fiscal year ended June 30, 2026, an increase of $56.2 million from cash provided by operating activities of $22.1 million in the prior year. This increase in cash provided by operating activities versus the prior year resulted primarily from working capital changes versus the prior year, reflecting the following: (i) higher cash generation primarily due to focused inventory management, which generated year-over-year improvement of $76.3 million, (ii) a reduced outflow associated with accounts payable and accrued expenses in the amount of $11.3 million, (iii) an increase in accounts receivable collection of $10.6 million and (iv) a decrease in other assets recovery of $40.7 million. The changes in other current assets and accounts payable and accrued expenses for fiscal year 2026 reflected the recognition of a $35.0 million insurance receivable and corresponding settlement liability (see Note 17. Commitments and Contingencies).
Previous wording
Cash provided by investing activities was $3.6 million for the fiscal year ended June 30, 2025, an increase of $27.5 million from cash used in investing activities of $23.9 million in the prior year. The increase in cash provided by investing activities was primarily driven by the 2025 receipt of sale proceeds and dividends from the sale of our equity method investment of $12.6 million, an $8.2 million reduction in capital expenditures, and an increase in proceeds from asset sales of $4.4 million. See Note 5, Dispositions and Note 15, Investments, in the Notes to the Consolidated Financial Statements included in Item 8 of this Form 10-K.
Current wording
Cash provided by investing activities was $81.9 million for the fiscal year ended June 30, 2026, an increase of $78.3 million from cash provided by investing activities of $3.6 million in the prior year. The increase in cash provided by investing activities was primarily due to the receipt of proceeds from the sale of the Company’s North American Snacks Business in fiscal 2026 and a $4.7 million reduction in capital expenditures. Investing activities in fiscal 2025 included the receipt of sale proceeds and dividends from the sale of our equity method investment of $12.6 million.
Previous wording
Our Free Cash Flow was negative $3.2 million for fiscal 2025, a decrease of $86.1 million from fiscal 2024. This year-over-year decline was primarily driven by a $94.2 million reduction in cash flows from operating activities, as explained above, partially offset by lower capital expenditures. See 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 to Free Cash Flow.
Current wording
Our Free Cash Flow was $57.7 million for fiscal 2026, an increase of $60.8 million from negative free cash flow of $3.2 million in fiscal 2025. This year-over-year increase resulted primarily from an increase in cash flows from operations of $56.2 million driven by the reasons explained above. See 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 to Free Cash Flow.
Previous wording
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 believe the non-U.S. GAAP measure provides useful information to investors and any additional purposes for which our management and Board of Directors use the non-U.S. GAAP measures. These non-U.S. GAAP measures should
Current wording
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 believe the non-U.S. GAAP measure provides useful information to investors and any additional purposes for which our management and Board of Directors use the non-U.S. GAAP measures. These non-U.S. GAAP measures should be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measures.
Previous wording
The Company defines Adjusted EBITDA as net loss before net interest expense, income taxes, depreciation and amortization, equity in net loss of equity investees, stock-based compensation, net, unrealized and certain realized currency losses, certain litigation expenses, net, CEO succession costs, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, (gains) losses on sales of assets, goodwill impairment, intangibles and long-lived asset impairment and other adjustments. 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.
Current wording
The Company defines Adjusted EBITDA as net loss before net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, proceeds from insurance claim, certain litigation expenses, net, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, CEO succession costs, costs associated with acquisitions, divestitures and other transactions, (gains) losses on sales of assets, goodwill impairment, long-lived asset and intangibles impairment and other adjustments. 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.
Previous wording
In fiscal 2025, the Company recorded aggregated non-cash goodwill impairment charges of $357,679 within its North America segment and $71,203 within our International reportable segment as a result of goodwill impairment testing discussed below. The fair values for the quantitatively tested reporting units were estimated using a blended approach of the Discounted Cash Flow (“DCF”) method income approach and the Guideline Public Company Methodology (“GPCM”) market approach. Set forth is a table of each reporting unit’s goodwill carrying value as of, and impairment charges and other activity recorded during, the periods presented:
Current wording
In fiscal 2026, the Company recorded aggregated non-cash goodwill impairment charges of $38,495 within its North America segment and $154,724 within its International reportable segment as a result of goodwill impairment testing discussed below. Set forth is a table of each reporting unit’s goodwill carrying value as of, and impairment charges and other activity recorded during the periods presented:
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of June 30, 2026, the Company’s consolidated secured leverage ratio, consolidated leverage ratio and consolidated interest coverage ratio were 4.53:1.00, 4.53:1.00 and 2.48:1.00, respectively, and the Company was in compliance with all associated covenants. The aforementioned financial covenants are being reported as calculated under the Credit Agreement and not pursuant to generally accepted accounting principles in the U.S. (“GAAP”). Please refer to the Credit Agreement and amendments filed as exhibits to our periodic reports for further information related to the calculation thereof. For risks related to our indebtedness and compliance with these covenants, please refer to the risk factor “Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences.” set forth in Part I, Item 1A, “Risk Factors”.
Rearranged previous paragraphs (5)
Previous report — wording carried elsewhere
Commencing on the date of the Third Amendment, loans under the Credit Agreement bore interest at (a) Term SOFR plus 3.00% per annum or (b) the Base Rate plus 2.00% per annum.
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
Commencing on the date of the Fourth Amendment, loans under the Credit Agreement bear interest at (a) Term SOFR plus 4.00% per annum or (b) the Base Rate plus 3.00% per annum.
Previous report — wording carried elsewhere
The Fourth Amendment also reduced the size of the Revolver from $700.0 million to $600.0 million in the aggregate, with the U.S. revolving credit facility reduced from $385.0 million to $330.0 million and the global revolving credit facility reduced from $315.0 million to $270.0 million.
Previous report — wording carried elsewhere
be viewed in addition to, and not in lieu of, the comparable U.S. GAAP measures.