Hain Celestial(HAIN) - 2025 Q4 - Annual Report

PART I Item 1. Business Hain Celestial is a global health and wellness company, streamlining its portfolio to focus on food and beverages - Hain Celestial is a global health and wellness company, founded in 1993, focused on better-for-you brands in snacks, baby/kids, beverages, and meal preparation, sold in over 70 countries[21] - The company is conducting a comprehensive review of its portfolio and exploring strategic alternatives for its personal care business to focus on food and beverages[24] Revenue Sources (Percentage of Total Revenue) | Metric | Fiscal 2025 (%) | Fiscal 2024 (%) | Fiscal 2023 (%) | | :----- | :---------- | :---------- | :---------- | | Revenue from owned facilities | 64% | 65% | 58% | | Revenue from co-packers | 36% | 35% | 42% | Overview Hain Celestial is a global health and wellness company marketing products in over 70 countries - Hain Celestial, founded in 1993, is a global health and wellness company headquartered in Hoboken, N.J., marketing products in over 70 countries[21] - Key brands include Garden Veggie Snacks™, Terra® chips, Earth's Best® Organic, Ella's Kitchen® baby foods, Celestial Seasonings® teas, Joya® and Natumi® plant-based beverages, and The Greek Gods® yogurt[22] Our Strategy The company's strategy focuses on portfolio streamlining, brand innovation, price increases, productivity, and digital capabilities - The company's strategy focuses on five actions: portfolio streamlining, brand renovation/innovation, price increases/revenue growth management, productivity/working capital efficiency, and digital capabilities enhancement (including e-commerce)[23] - A comprehensive portfolio review is underway, and strategic alternatives for the personal care business are being explored to concentrate on better-for-you food and beverages[24] Human Capital Resources Hain Celestial had approximately 2,600 employees as of June 30, 2025, with a focus on inspiring healthier living - As of June 30, 2025, Hain Celestial had approximately 2,600 employees, with 43% in North America and 57% internationally, primarily full-time permanent staff[25] - The company's purpose is to inspire healthier living through better-for-you brands, guided by values of curiosity, inclusion, ownership, and teamwork[28] - Employee benefits vary by region but generally include medical, dental, vision, retirement savings, commuter benefits, wellness initiatives, tuition reimbursement, and paid parental leave[36] Impact The Impact strategy emphasizes environmentally sound practices, better-for-you products, stakeholder initiatives, and sustainable manufacturing - The Impact strategy focuses on environmentally sound business practices, creating better-for-you products, stakeholder/community initiatives, and sustainable manufacturing[33] Products The brand portfolio focuses on growing global brands, with continuous evaluation and discontinuation of underperforming products - The brand portfolio focuses on growing global brands, with continuous evaluation for quality, taste, nutritional value, and cost, discontinuing underperforming products[35] Seasonality Sales for certain product lines fluctuate seasonally, with the first fiscal quarter typically having the lowest net sales - Certain product lines, like hot tea and soup, have stronger sales in colder months, while snack foods perform better in warmer months. The first fiscal quarter typically has the lowest net sales and profitability[37] Segments The company operates under two geographic reportable segments: North America and International - The company operates under two geographic reportable segments: North America and International, which are also its operating segments[38] - North America brands include Garden Veggie Snacks™, Terra® chips, Celestial Seasonings® teas, Earth's Best® baby foods, The Greek Gods® yogurt, and personal care brands like Alba Botanica®[43] - International brands include Ella's Kitchen® baby foods, New Covent Garden Soup Co.®, Linda McCartney's® plant-based meals, Hartley's® jams, and plant-based beverages under Joya® and Natumi®[46][48] Customers Walmart Inc. and its affiliates are a significant customer, accounting for approximately 18% of consolidated sales in fiscal 2025 - Walmart Inc. and its affiliates accounted for approximately 18% of consolidated sales in fiscal 2025 and 2024, and 16% in fiscal 2023, across both North America and International segments[50] Foreign Operations Sales outside the U.S. represented approximately 50% of consolidated net sales in fiscal 2025 - Sales outside the U.S. represented approximately 50%, 46%, and 43% of consolidated net sales in fiscal 2025, 2024, and 2023, respectively[51] Marketing Marketing efforts utilize digital and omnichannel ecosystems, including advertising, social media, and influencer collaborations - Marketing efforts span digital and omnichannel ecosystems, utilizing trade and consumer advertising, paid social/digital advertising, retailer media, public relations, and influencer collaborations to build brand awareness and drive sales[52][53][54] New Product Initiatives Through Research and Development Innovation and new product development are key growth strategies, with a team developing better-for-you alternatives and partnering with contract manufacturers - Innovation and new product development are key growth strategies, with a team of professionals developing products to meet consumer demand for better-for-you alternatives. The company also partners with contract manufacturers for market introduction[55] Production The company's revenue is derived from both owned manufacturing facilities and third-party co-packers Revenue from Production Facilities | Metric | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | :----- | :---------- | :---------- | :---------- | | Revenue from owned facilities | 64% | 65% | 58% | | Revenue from co-packers | 36% | 35% | 42% | - North America manufacturing facilities include Boulder, CO (teas), Mountville, PA (snacks), Lancaster, PA (snacks), and Mississauga, ON (personal care). The Vancouver, BC plant (Yves Veggie Cuisine®) is expected to close in fiscal 2026[56][59] - International manufacturing facilities are located in Histon, England (ambient grocery), Grimsby, England (chilled soups), Clitheroe, England (desserts), Fakenham, England (meat-free frozen/chilled), Troisdorf, Germany (plant-based beverages), Oberwart, Austria (plant-based foods/beverages), and Schwerin, Germany (plant-based foods/beverages)[57][59] Suppliers of Ingredients and Packaging Principal inputs include agricultural commodities and plant-based materials, with price volatility mitigated through various strategies - Principal inputs include agricultural commodities (vegetables, fruits, oils, grains, nuts, tea, spices, dairy) and plant-based surfactants, glycerin, and alcohols for personal care products. Packaging includes cartons, pouches, film, paper, and jars[62] - The company mitigates input price volatility through price increases, purchasing strategies, cost savings, and operating efficiencies[64] Competition Hain Celestial operates in a highly competitive environment, competing with large conventional and natural/organic brands, as well as private labels - Hain Celestial operates in a highly competitive environment, competing with large conventional packaged goods companies (e.g., Campbell Soup, Nestle, PepsiCo) and natural/organic brands, as well as private labels[65] - Competitive factors include product quality, taste, brand awareness, price, variety, packaging, reputation, advertising, promotion, and nutritional claims[66] Trademarks Brand awareness is crucial, with the company registering trademarks globally and marketing products under licensed brands - Brand awareness is crucial; the company registers trademarks globally and monitors for infringement. It also markets products under licensed brands like Linda McCartney's® and Rose's®[67][68] Government Regulation The company is subject to extensive regulations in the U.S. and internationally regarding product quality, safety, labeling, and advertising - The company is subject to extensive regulations in the U.S. (FTC, FDA, USDA, EPA, OSHA) and internationally (Canadian Food Inspection Agency, Health Canada, Food Standards Agency in the UK, European Food Safety Authority) regarding product quality, safety, labeling, and advertising[69][71][72] Quality Control A comprehensive product safety and quality management program is in place, including strict manufacturing procedures and auditing - A comprehensive product safety and quality management program is in place, including strict manufacturing procedures, expert technical knowledge, employee training, and internal/independent auditing[73] - All food manufacturing facilities have Food Safety Plans (FSP) compliant with FSMA, and contract manufacturers are audited for allergen control, specifications, and sanitation[74][75] Independent Certifications Most manufacturing sites are certified against GFSI standards or ISO, with organic products USDA certified and many products kosher - Most company-owned manufacturing sites and many contract manufacturers are certified against GFSI standards (SQF, BRC) or ISO 9001/22716. Organic products are USDA certified, and many products are kosher[76][77][78] Company Website and Available Information Annual, quarterly, and current reports, along with corporate governance policies, are available on the investor relations website - Annual, quarterly, and current reports, corporate governance policies, and committee charters are available on the investor relations website (ir.hain.com)[80] Item 1A. Risk Factors The company faces market competition, consumer shifts, strategy execution, supply chain, financial, and legal risks - The company operates in highly competitive markets, facing challenges from multinational corporations, other organic/natural brands, and private labels, which could impact sales, margins, and market share[85][86] - Growth depends on consumer preferences for better-for-you products, which can change due to economic downturns, diet trends, and e-commerce shifts, requiring continuous innovation[87][88] - Significant risks include supply chain disruptions, input cost inflation (e.g., tariffs, commodity volatility), reliance on independent contract manufacturers (36% of sales in FY2025), and customer concentration (Walmart Inc. accounted for 18% of sales in FY2025)[92][96][98][100] - International operations (50% of sales in FY2025) are exposed to tariffs, foreign currency fluctuations, complex foreign laws, geopolitical conflicts, and difficulties in managing a global enterprise[102][104][107] - The company is subject to various litigations, including consumer class actions and personal injury lawsuits related to Earth's Best® baby food products, alleging unsafe heavy metal levels[124][126][483][486] Risks Related to Our Business, Operations and Industry The company faces intense competition, evolving consumer preferences, and challenges in executing its business strategy - The company faces intense competition from large conventional and natural/organic packaged goods companies, as well as private labels, potentially leading to increased marketing spend or price pressure[85][86] - Consumer preferences for better-for-you products are critical; shifts due to economic downturns, diet trends (e.g., weight loss drugs), or e-commerce growth could harm the business if innovation fails to meet demand[87][88] - Ineffective execution of the business strategy, including portfolio review and potential dispositions (like the personal care business), could adversely affect financial performance[89][91] - Supply chain risks include difficulty sourcing natural/organic ingredients at competitive prices due to climate conditions, high demand, and global unrest, as well as disruptions from third-party manufacturers and distributors[92][93][94][95] - Input cost inflation from volatile commodity costs, tariffs, and increased transportation/logistics expenses may not be fully offset by price increases or cost savings, impacting financial results[96][97] - Reliance on independent contract manufacturers (36% of sales in FY2025) and a small number of customers (Walmart Inc. 18% of sales in FY2025) creates vulnerability to disruptions or loss of relationships[98][100] - International sales (50% of consolidated net sales in FY2025) are subject to risks like tariffs, foreign currency fluctuations, complex foreign laws, geopolitical conflicts, and difficulties in managing a global enterprise[102][104][107] - Outsourcing certain functions (supply chain, accounting, IT) introduces risks of service failures, data loss, compliance issues, and increased costs[103] - Loss of independent certifications (e.g., 'organic', 'Non-GMO', 'kosher') could adversely affect market position[105] - Inability to attract and retain skilled personnel, including key executives, could negatively impact business and financial results[106] Risks Related to Financial and Economic Considerations The company faces risks from credit agreement defaults, refinancing challenges, and currency exchange rate fluctuations - Defaulting on the credit agreement or inability to refinance indebtedness (maturing December 2026) could have significant consequences, as covenants restrict business activities and require specific financial ratios[109][110][111] - Currency exchange rate fluctuations can adversely impact consolidated financial results, asset/liability balances, and cash flows, especially with 50% of net sales from outside the U.S.[112] - Disruptions in the worldwide economy (inflation, recession, unemployment) can decrease demand for products, particularly higher-priced better-for-you items, and lead to conservative purchasing by distributors/retailers[113][114] Risks Related to Our Reputation, Brands, Intangible Assets and Intellectual Property The company is vulnerable to impairment charges on goodwill and intangible assets, reputation erosion, and intellectual property issues - Goodwill ($501.0 million) and other intangible assets ($210.9 million) represented 44.4% of total assets as of June 30, 2025, making the company vulnerable to impairment charges if fair values decline[115] Impairment Charges (Millions) | Impairment Type | Fiscal 2025 (Millions) | Fiscal 2024 (Millions) | Fiscal 2023 (Millions) | | :---------------- | :--------------------- | :--------------------- | :--------------------- | | Goodwill impairment | $357.7 | $0 | $0 | | Intangible asset impairment | $37.8 | $44.6 | $174.9 | - Erosion of company or brand reputation due to product quality/safety issues or negative social media could materially impact the business[117] - Inability to use or protect trademarks, or to enforce/renew licensing agreements, could adversely affect marketing and sales[118][119] Risks Related to Cybersecurity and Technology Dependence on information systems and technology creates cybersecurity risks, including system disruption and data theft - Dependence on information systems and technology (including cloud services, mobile devices, AI) creates cybersecurity risks such as system disruption, data theft, and ransomware, potentially leading to reputational damage, litigation, and increased costs[121][122] - Failure of IT systems to perform adequately could disrupt business operations, leading to transaction errors, processing inefficiencies, and loss of sales/customers[123] Risks Related to Litigation, Government Regulation and Compliance The company is involved in various lawsuits, including those related to baby food products, and faces extensive regulatory compliance risks - The company is involved in various lawsuits, including securities class actions, stockholder derivative complaints, and consumer class actions/personal injury lawsuits related to Earth's Best® baby food products, alleging unsafe heavy metal levels[124][126] - Product liability risks exist if consumption of products causes illness or harm, potentially leading to recalls, increased costs, and reputational damage[126] - Operating in a highly regulated environment means changes in laws or enforcement could increase compliance costs or lead to civil/criminal penalties[127][128] - A material weakness in internal control over financial reporting related to goodwill and indefinite-lived intangible asset impairment testing was identified as of June 30, 2025, which could impact financial reporting accuracy if not remediated[129][130][131] - Compliance with evolving data privacy laws (e.g., GDPR, CCPA) may be costly, and non-compliance could result in significant penalties and liability[132] Risks Related to Environmental Considerations Climate impacts and new environmental regulations could affect agricultural productivity, ingredient availability, and operational costs - Climate impacts (extreme weather, natural disasters) could negatively affect agricultural productivity, ingredient availability/pricing, and manufacturing operations[134] - Increased demand for sustainable products and new environmental laws/regulations (e.g., product packaging) could lead to higher costs, operational changes, and reputational risks[135][138] Risks Related to the Ownership of Our Securities The Board's authority to issue preferred stock without stockholder approval could deter takeover attempts and affect common stock holders' rights - The Board's authority to issue preferred stock without stockholder approval could deter takeover attempts and adversely affect common stock holders' rights[139] Item 1B. Unresolved Staff Comments There are no unresolved staff comments to report - No unresolved staff comments were reported[141] Item 1C. Cybersecurity Cybersecurity risk management is integrated into the enterprise framework, overseen by the Board, with no material business impact - Cybersecurity risk management is part of the enterprise risk framework, informed by NIST CSF, and includes a Cyber Security Incident Response Plan (CSIRP) to identify, contain, and track incidents[142][143] - The Audit Committee of the Board of Directors oversees cybersecurity risk management, reviewing management's evaluations, mitigation steps, legislative developments, and incident response planning[146][147] - The Chief Information Officer (CIO) is responsible for the cybersecurity program, possessing extensive experience in IT strategy and security, and reports directly to the interim CEO[149] - As of the Form 10-K filing date, the company does not believe any cybersecurity threats have materially affected or are reasonably likely to materially affect its business, strategy, results of operations, or financial condition[145] Cybersecurity Risk Management and Strategy The cybersecurity risk management program, informed by NIST CSF, focuses on assessing, identifying, and managing IT-related risks - The cybersecurity risk management program, informed by NIST CSF, focuses on assessing, identifying, and managing IT-related risks, including incidents and threats[142] - A Cyber Security Incident Response Plan (CSIRP) is in place, led by the CIO, to minimize incident impact and ensure timely reporting, supported by tabletop exercises and third-party assessments[143] - Employee training, phishing simulations, technology implementation, and 24x7 managed services are used to reduce vulnerabilities and monitor threats[144] Cybersecurity Governance The Board of Directors, through the Audit Committee, holds risk oversight responsibility for cybersecurity - The Board of Directors, with assistance from the Audit Committee, holds risk oversight responsibility for cybersecurity, reviewing management's evaluations, mitigation steps, and incident response planning[146][147] - The CIO, with over 15 years of experience in the consumer packaged goods industry, is primarily responsible for the cybersecurity program and provides regular briefings to the Executive Leadership Team and Audit Committee[149] Item 2. Properties The company operates leased global headquarters and various manufacturing and distribution centers globally, with some closures planned Principal Facilities (as of June 30, 2025) | Primary Use | Location | Approximate Square Feet | Expiration of Lease | | :------------------------------------------ | :----------------------- | :---------------------- | :------------------ | | Global Headquarters | Hoboken, NJ | 39,990 | 2034 | | Distribution - All brands | Allentown, PA | 497,000 | 2032 | | Manufacturing and distribution center (Snack products) | Mountville, PA | 161,000 | 2040 | | Manufacturing and offices (Tea) | Boulder, CO | 158,000 | Owned | | Manufacturing (Plant-based foods)* | Vancouver, BC, Canada | 76,000 | Owned | | Manufacturing and offices (Ambient grocery products) | Histon, England | 303,000 | Owned | | Manufacturing, distribution and offices (Plant-based beverages) | Troisdorf, Germany | 131,000 | 2037 | | Manufacturing (Plant-based frozen and chilled products) | Fakenham, England | 101,000 | Owned | | Manufacturing (Chilled soups) | Grimsby, England | 54,000 | 2029 | | Manufacturing and distribution (Plant-based foods and beverages) | Schwerin, Germany | 36,000 | Owned | * Property is planned to be closed in fiscal 2026. - The company also leases smaller offices and facilities globally and utilizes bonded public warehouses for deliveries[152] Item 3. Legal Proceedings Information regarding legal proceedings is incorporated by reference from Note 18, Commitments and Contingencies - Legal proceedings information is detailed in Note 18, Commitments and Contingencies, within the Consolidated Financial Statements[154] Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[155] PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Common stock is listed on Nasdaq, with 90.3 million shares outstanding, no dividends, and no FY2025 share repurchases - Common stock is listed on The Nasdaq Stock Market LLC under 'HAIN'[158] - As of September 9, 2025, there were 219 holders of record and 90,292,752 shares of common stock outstanding[7][159] - No cash dividends have been paid on common stock to date, with future payments at the Board's discretion based on earnings, operations, capital requirements, and contractual restrictions[160] - The company did not repurchase any shares under its $200 million share repurchase program in fiscal year ended June 30, 2025, leaving $173.5 million of authorization remaining[164] Item 6. [Reserved] This item is reserved and contains no information - Item 6 is reserved[168] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations MD&A reviews FY2025/2024 financial performance, highlighting net loss from impairments, decreased sales, and liquidity - Hain Celestial is a global health and wellness company focused on better-for-you brands, operating under North America and International segments[171] - The company is executing a multi-year growth, transformation, and restructuring program (Restructuring Program) to optimize its portfolio, improve profitability, and invest in growth, with expected completion by end of fiscal 2027[175][176] Consolidated Financial Highlights (Fiscal Years Ended June 30) | Metric | Fiscal 2025 (in thousands) | Fiscal 2024 (in thousands) | Change (Dollars) | Change (%) | | :------------------------------------------ | :------------------------- | :------------------------- | :--------------- | :--------- | | Net sales | $1,559,780 | $1,736,286 | $(176,506) | (10.2)% | | Gross profit | $334,058 | $380,832 | $(46,774) | (12.3)% | | Operating loss | $(461,603) | $(18,948) | $(442,655) | ** | | Net loss | $(530,841) | $(75,042) | $(455,799) | ** | | Adjusted EBITDA | $113,789 | $154,522 | $(40,733) | (26.4)% | | Basic and diluted net loss per common share | $(5.89) | $(0.84) | $(5.05) | ** | ** Percentage is not meaningful due to significantly lower number or nil value in the comparative period. - Goodwill impairment charges totaled $428.9 million in fiscal 2025 ($357.7 million in North America, $71.2 million in International), and intangibles and long-lived asset impairment charges were $66.9 million in fiscal 2025[185][186] - The Credit Agreement was amended multiple times (Second, Third, Fourth Amendments) to adjust financial covenants (secured leverage ratio, interest coverage ratio, minimum Consolidated EBITDA) and interest rates, and reduced the Revolver size from $800 million to $600 million[213][215][216][217][218][219] Overview Hain Celestial is a global health and wellness company with products across snacks, baby/kids, beverages, and meal preparation - Hain Celestial is a global health and wellness company, founded in 1993, with products across snacks, baby/kids, beverages, and meal preparation sold in over 70 countries[171] - Leading brands include Garden Veggie Snacks™, Terra® chips, Earth's Best® Organic, Celestial Seasonings® teas, and Joya® plant-based beverages[172] Strategic Review The company is focused on streamlining its portfolio, accelerating brand innovation, and enhancing digital capabilities - The company is focused on streamlining its portfolio, accelerating brand innovation, implementing price increases, driving productivity, and enhancing digital capabilities[173] - A comprehensive portfolio review is underway, and strategic alternatives for the personal care business are being explored to focus on better-for-you food and beverages[174] Restructuring Program A multi-year restructuring program aims to optimize the portfolio, improve profitability, and invest in growth, expected to complete by fiscal 2027 - A multi-year growth, transformation, and restructuring program was initiated in Q1 fiscal 2024, aiming to optimize the portfolio, improve profitability, and invest in growth[175] - The program is expected to be completed by the end of fiscal 2027, with cumulative pretax charges of $100 million - $110 million (up from previous estimates)[176] - Pretax charges incurred were $26 million in fiscal 2025 and $60 million in fiscal 2024. Annualized pretax savings are expected to be $130 million - $150 million[176][177] - Actions include selling non-core brands, exiting the Yves Veggie Cuisine® business, consolidating personal care manufacturing, simplifying U.S. distribution, and rationalizing product categories[177] CEO Succession Ms. Davidson departed as President and CEO on May 6, 2025, with Alison E. Lewis appointed Interim President and CEO - Ms. Davidson departed as President and CEO on May 6, 2025. Alison E. Lewis, a Board member, was appointed Interim President and CEO[178] Global Economic Environment The global economy faces challenges from inflation, changing consumer patterns, and geopolitical events, leading to increased costs and uncertainty - The global economy faces challenges from inflation, changing consumer patterns, and geopolitical events (e.g., Russia-Ukraine conflict), leading to increased supply chain expenses, input costs, and economic uncertainty[179] Results of Operations The company reported a significant net loss in fiscal 2025, primarily due to goodwill impairment charges and decreased net sales Consolidated Results of Operations (Fiscal Years Ended June 30, in thousands) | | 2025 (in thousands) | 2024 (in thousands) | Change (Dollars in thousands) | Change (%) | | :------------------------------------------ | :--------- | :--------- | :--------------- | :--------- | | Net sales | $1,559,780 | $1,736,286 | $(176,506) | (10.2)% | | Cost of sales | 1,225,722 | 1,355,454 | (129,732) | (9.6)% | | Gross profit | 334,058 | 380,832 | (46,774) | (12.3)% | | Selling, general and administrative expenses | 271,833 | 290,116 | (18,283) | (6.3)% | | Goodwill impairment | 428,882 | — | 428,882 | ** | | Intangibles and long-lived asset impairment | 66,940 | 76,143 | (9,203) | (12.1)% | | Productivity and transformation costs | 21,530 | 27,741 | (6,211) | (22.4)% | | Amortization of acquired intangible assets | 6,476 | 5,780 | 696 | 12.0% | | Operating loss | (461,603) | (18,948) | (442,655) | ** | | Interest and other financing expense, net | 51,253 | 57,213 | (5,960) | (10.4)% | | Other expense, net | 875 | 4,120 | (3,245) | (78.8)% | | Loss before income taxes and equity in net loss of equity-method investees | (513,731) | (80,281) | (433,450) | ** | | Provision (benefit) for income taxes | 15,297 | (7,820) | 23,117 | * | | Equity in net loss of equity-method investees | 1,813 | 2,581 | (768) | (29.8)% | | Net loss | $(530,841) | $(75,042) | $(455,799) | ** | | Adjusted EBITDA | $113,789 | $154,522 | $(40,733) | (26.4)% | | Basic and diluted net loss per common share | $(5.89) | $(0.84) | $(5.05) | ** | * Percentage is not meaningful due to one or more amounts being negative. ** Percentage is not meaningful due to significantly lower number or nil value in the comparative period. - Net sales decreased by 10.2% to $1.56 billion in fiscal 2025, with organic net sales decreasing by 6.5% due to a 4.9% decline in volume/mix and a 1.6% decrease in price[182] - Gross profit decreased by 12.3% to $334.1 million, with gross profit margin at 21.4% (down from 21.9%), primarily due to volume/mix softness, higher trade spend, and inflation[183] - Goodwill impairment charges of $428.9 million were recorded in fiscal 2025, primarily in North America ($357.7 million) and the U.K. ($71.2 million), driven by reduced performance and market capitalization decline[185] - Net loss for fiscal 2025 was $530.8 million ($5.89 per diluted share), significantly higher than $75.0 million ($0.84 per diluted share) in fiscal 2024, mainly due to impairment charges[200] - Adjusted EBITDA decreased by 26.4% to $113.8 million in fiscal 2025 from $154.5 million in fiscal 2024[201] Segment Results Both North America and International segments experienced declines in net sales and Adjusted EBITDA in fiscal 2025 Segment Net Sales and Adjusted EBITDA (Fiscal Years Ended June 30, in thousands) | (Dollars in thousands) | North America 2025 | North America 2024 | International 2025 | International 2024 | Consolidated 2025 | Consolidated 2024 | | :--------------------- | :----------------- | :----------------- | :----------------- | :----------------- | :---------------- | :---------------- | | Net Sales | $888,626 | $1,055,527 | $671,154 | $680,759 | $1,559,780 | $1,736,286 | | % change | (15.8)% | | (1.4)% | | (10.2)% | | | Adjusted EBITDA | $65,470 | $98,728 | $86,000 | $94,974 | $113,789 | $154,522 | | % change | (33.7)% | | (9.4)% | | (26.4)% | | | Adjusted EBITDA margin | 7.4% | 9.4% | 12.8% | 14.0% | 7.3% | 8.9% | - North America net sales decreased by 15.8% to $888.6 million, with organic net sales down 9.2% due to softness in snacks (velocity challenges, distribution losses) and meal preparation (oils, nut butters). Adjusted EBITDA decreased by 33.7% to $65.5 million[203][204][205] - International net sales decreased by 1.4% to $671.2 million, with organic net sales down 3.2% due to lower sales in beverages and meal preparation (meat-free, private label spreads). Adjusted EBITDA decreased by 9.4% to $86.0 million[206][207][208] Liquidity and Capital Resources The company manages liquidity through cash flows and a Credit Agreement, which was amended to adjust covenants and terms - The company finances operations and growth primarily through cash flows and borrowings under its Credit Agreement, which matures in December 2026[211][212] - The Credit Agreement was amended multiple times, most recently on September 11, 2025 (Fourth Amendment), to adjust financial covenants (secured leverage ratio, interest coverage ratio, minimum Consolidated EBITDA) and increase interest rates[213][217][218] - The Revolver size was reduced from $800 million to $600 million. As of June 30, 2025, $450.5 million in Revolver loans and $255.6 million in Term Loans were outstanding, with $246.7 million available[216][219][221] - Weighted average interest rate on outstanding borrowings was 7.34% (excluding hedges) and 6.41% (including hedges) at June 30, 2025[220] Cash Flows (Fiscal Years Ended June 30, in thousands) | Activity | Fiscal 2025 (in thousands) | Fiscal 2024 (in thousands) | Change (Dollars in thousands) | | :------------------------------------------ | :---------- | :---------- | :--------------- | | Operating activities | $22,115 | $116,355 | $(94,240) | | Investing activities | $3,619 | $(23,922) | $27,541 | | Financing activities | $(43,886) | $(89,729) | $45,843 | | Net increase in cash and cash equivalents | $48 | $943 | $(895) | - Free Cash Flow was negative $3.2 million in fiscal 2025, a decrease of $86.1 million from fiscal 2024, primarily due to reduced cash flows from operating activities[228] Reconciliation of Non-U.S. GAAP Financial Measures to U.S. GAAP Measures Non-U.S. GAAP measures like Organic Net Sales, Adjusted EBITDA, and Free Cash Flow provide additional insights into financial trends - Non-U.S. GAAP measures like Organic Net Sales, Adjusted EBITDA, and Free Cash Flow are provided to offer additional insights into financial and business trends, and are used by management for review and compensation[230][231][234][237] Organic Net Sales Reconciliation (Twelve months ended June 30, in thousands) | (Dollars in thousands) | North America 2025 | North America 2024 | International 2025 | International 2024 | Consolidated 2025 | Consolidated 2024 | | :---------------------------------------------------------------- | :----------------- | :----------------- | :----------------- | :----------------- | :---------------- | :---------------- | | Net sales | $888,626 | $1,055,527 | $671,154 | $680,759 | $1,559,780 | $1,736,286 | | Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 101,789 | 186,979 | 2,771 | 4,709 | 104,560 | 191,688 | | Less: Impact of foreign currency exchange | (2,074) | — | 13,691 | — | 11,617 | — | | Organic net sales | $788,911 | $868,548 | $654,692 | $676,050 | $1,443,603 | $1,544,598 | | Organic net sales decline | (9.2)% | | (3.2)% | | (6.5)% | | Adjusted EBITDA Reconciliation (Fiscal Years Ended June 30, in thousands) | (Amounts in thousands) | 2025 | 2024 | | :------------------------------------------ | :--------- | :--------- | | Net loss | $(530,841) | $(75,042) | | Depreciation and amortization | 44,259 | 44,665 | | Equity in net loss of equity-method investees | 1,813 | 2,581 | | Interest expense, net | 47,773 | 54,232 | | Provision (benefit) for income taxes | 15,297 | (7,820) | | Stock-based compensation, net | 8,149 | 12,704 | | Unrealized and certain realized currency losses | 3,823 | 17 | | Certain litigation expenses, net | 3,473 | 7,262 | | Productivity and transformation costs | 21,530 | 27,741 | | Plant closure related costs, net | 1,215 | 5,251 | | Warehouse/manufacturing consolidation and other costs, net | 384 | 995 | | CEO succession | 4,774 | — | | (Gain) loss on sale of assets | (3,194) | 4,384 | | Transaction and integration costs, net | (488) | (34) | | Goodwill impairment | 428,882 | — | | Intangibles and long-lived asset impairment | 66,940 | 76,143 | | Other | — | 1,443 | | Adjusted EBITDA | $113,789 | $154,522 | Free Cash Flow Reconciliation (Fiscal Years Ended June 30, in thousands) | (Amounts in thousands) | 2025 | 2024 | | :------------------------------------------ | :--------- | :--------- | | Net cash provided by operating activities | $22,115 | $116,355 | | Purchases of property, plant and equipment | (25,284) | (33,461) | | Free Cash Flow | $(3,169) | $82,894 | Contractual Obligations Contractual obligations primarily consist of long-term debt, related interest payments, and operating leases - Contractual obligations primarily consist of long-term debt, related interest payments, and operating leases, impacting short-term and long-term liquidity[238] Critical Accounting Estimates Critical accounting estimates include variable consideration, valuation of long-lived assets, goodwill, intangibles, and deferred tax assets - Critical accounting estimates include variable consideration for trade promotions, valuation of long-lived assets, goodwill, indefinite-lived intangible assets, stock-based compensation, and valuation allowances for deferred tax assets[239] - Goodwill is tested annually for impairment using a blended analysis of Discounted Cash Flow (DCF) and Guideline Public Company Method (GPCM), requiring significant judgment on growth rates, profitability, discount rates, and market multiples[242][244][245][246] - In fiscal 2025, aggregate non-cash goodwill impairment charges of $357.7 million (North America) and $71.2 million (U.K.) were recorded due to reduced performance, cash flows, and market capitalization decline[248] - Indefinite-lived intangible assets (tradenames/trademarks) are tested annually for impairment using a 'relief from royalty payments' methodology, involving estimates of royalty rates, projected net sales, and discount rates[261][262] - In fiscal 2025, a $21.1 million non-cash impairment charge was recorded for Sensible Portions® and Imagine® tradenames, and $15.7 million for personal care intangible assets (Avalon Organics®, JASON®, Live Clean®) and Belvedere™[263][265] Recent Accounting Pronouncements The company adopted ASU 2023-07 (Segment Reporting) and is evaluating other future ASUs - The company adopted ASU 2023-07 (Segment Reporting) effective June 30, 2025, enhancing disclosures about significant segment expenses[354] - Future ASUs include 2025-05 (Financial Instruments — Credit Losses) and 2024-03 (Income Statement - Expense Disaggregation), which the company is currently evaluating[355][356] Seasonality Product lines like hot tea and soup are stronger in colder months, while snack foods are stronger in warmer months - Product lines like hot tea and soup are stronger in colder months, while snack foods are stronger in warmer months, leading to seasonal fluctuations in results[270] Item 7A. Quantitative and Qualitative Disclosures About Market Risk The company manages market risks from interest rates, foreign currency, and ingredient prices via hedging and pricing strategies - Principal market risks include interest rates on debt and cash equivalents, foreign exchange rates (translation and transaction gains/losses), and ingredient input prices[277] - As of June 30, 2025, the company had $706.1 million in variable rate debt. Interest rate swaps hedge $400 million at a fixed rate of 6.12%. A 1% increase in average interest rates would result in $3.5 million higher net interest expense[271] - Foreign operations generated 50% of consolidated net sales in fiscal 2025, exposing the company to currency fluctuations (British Pounds Sterling, Euros, Canadian Dollars). A 5% lower average foreign exchange rate against the U.S. Dollar could decrease sales by $38.7 million and operating income by $3.0 million[273] - The company uses cross-currency swaps ($128.8 million notional at June 30, 2025) to manage foreign currency risk[275] - Ingredient input prices are subject to volatility. A hypothetical 10% increase in primary input costs could increase cost of sales by approximately $92 million[276] Item 8. Financial Statements and Supplementary Data This section presents audited consolidated financial statements for FY2025-2023, including auditor's report and key financial statements - The consolidated financial statements for fiscal years ended June 30, 2025, 2024, and 2023 are presented, including balance sheets, statements of operations, comprehensive loss, stockholders' equity, and cash flows[278] - The Report of Independent Registered Public Accounting Firm (Ernst & Young LLP) expressed an adverse opinion on internal control over financial reporting as of June 30, 2025, due to a material weakness, but an unqualified opinion on the consolidated financial statements[282][283][290] Consolidated Balance Sheet Highlights (June 30, in thousands) | Asset/Liability | 2025 (in thousands) | 2024 (in thousands) | | :------------------------------------------ | :--------- | :--------- | | Total current assets | $530,298 | $557,059 | | Property, plant and equipment, net | $264,730 | $261,730 | | Goodwill | $500,961 | $929,304 | | Trademarks and other intangible assets, net | $210,905 | $244,799 | | Total assets | $1,603,278 | $2,117,548 | | Total current liabilities | $277,373 | $281,503 | | Long-term debt, less current portion | $697,168 | $736,523 | | Total liabilities | $1,128,273 | $1,174,635 | | Total stockholders' equity | $475,005 | $942,913 | Consolidated Statements of Operations Highlights (Fiscal Years Ended June 30, in thousands) | Metric | 2025 (in thousands) | 2024 (in thousands) | 2023 (in thousands) | | :------------------------------------------ | :--------- | :--------- | :--------- | | Net sales | $1,559,780 | $1,736,286 | $1,796,643 | | Gross profit | $334,058 | $380,832 | $396,414 | | Operating loss | $(461,603) | $(18,948) | $(85,620) | | Net loss | $(530,841) | $(75,042) | $(116,537) | | Basic and diluted net loss per common share | $(5.89) | $(0.84) | $(1.30) | Consolidated Statements of Cash Flows Highlights (Fiscal Years Ended June 30, in thousands) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | 2023 (in thousands) | | :------------------------------------------ | :--------- | :--------- | :--------- | | Net cash provided by operating activities | $22,115 | $116,355 | $66,819 | | Net cash provided by (used in) investing activities | $3,619 | $(23,922) | $(19,640) | | Net cash used in financing activities | $(43,886) | $(89,729) | $(63,060) | | Net increase (decrease) in cash and cash equivalents | $48 | $943 | $(12,148) | Notes to Consolidated Financial Statements This section provides extensive details on accounting policies, financial instruments, and segment information Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure There are no changes in or disagreements with accountants on accounting and financial disclosure to report - No changes in or disagreements with accountants on accounting and financial disclosure were reported[511] Item 9A. Controls and Procedures Disclosure controls were ineffective due to a material weakness in impairment testing; remediation efforts are ongoing - Disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal control over financial reporting[512] - The material weakness relates to the design and operation of effective controls for timely and sufficiently detailed review of projected financial information, key assumptions, and calculations in goodwill and indefinite-lived intangible asset impairment tests[517] - Despite the material weakness, management believes the consolidated financial statements fairly present the financial condition, results of operations, and cash flows in accordance with U.S. GAAP[512][518] - Remediation activities are ongoing, with oversight from the Audit Committee, to design and implement management review controls. The material weakness will be remediated once these controls operate effectively for a sufficient period[519][520] - Ernst & Young LLP issued an adverse opinion on the effectiveness of the company's internal control over financial reporting as of June 30, 2025[521][526] Item 9B. Other Information Credit Agreement amended to adjust covenants and terms; Global Chief Supply Chain Officer position eliminated - On September 11, 2025, the company entered into the Fourth Amendment to its Credit Agreement, modifying interest rates, revolving commitment availability, and financial covenants[535][537] - The Fourth Amendment increased the maximum consolidated secured leverage ratio to 5.00:1.00 for Q2 2025 and 5.50:1.00 thereafter, decreased the minimum consolidated interest coverage ratio to 2.00:1.00, and added a minimum Consolidated EBITDA covenant[536] - The revolving credit facility was reduced from $700 million to $600 million[538] - The position of Global Chief Supply Chain Officer was eliminated as part of a restructuring, leading to Steven R. Golliher's departure effective November 3, 2025[539] Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable[542] PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement - Information on directors, executive officers, and corporate governance is incorporated by reference from the 2025 Proxy Statement[545] Item 11. Executive Compensation Information regarding executive compensation is incorporated by reference from the 2025 Proxy Statement - Executive compensation information is incorporated by reference from the 2025 Proxy Statement[546] Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the 2025 Proxy Statement - Security ownership information is incorporated by reference from the 2025 Proxy Statement[547] Item 13. Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the 2025 Proxy Statement - Information on certain relationships, related transactions, and director independence is incorporated by reference from the 2025 Proxy Statement[548] Item 14. Principal Accountant Fees and Services Information regarding principal accountant fees and services is incorporated by reference from the 2025 Proxy Statement - Principal accountant fees and services information is incorporated by reference from the 2025 Proxy Statement[549] PART IV Item 15. Exhibit and Financial Statement Schedules This section lists consolidated financial statements and provides a schedule for Valuation and Qualifying Accounts, along with an Exhibit Index - The consolidated financial statements listed in Item 8 are filed as part of this report[551] Schedule II - Valuation and Qualifying Accounts (Fiscal Year Ended June 30, in thousands) | | Balance at beginning of period (in thousands) | Additions Charged to costs and expenses (ii) (in thousands) | Deductions - describe (i) (in thousands) | Balance at end of period (in thousands) | | :------------------------------------------ | :--------------------------- | :------------------------------------------- | :------------------------ | :----------------------- | | Fiscal Year Ended June 30, 2025 | | | | | | Allowance for doubtful accounts | $1,517 | $78 | $(258) | $1,337 | | Valuation allowance for deferred tax assets | $67,626 | $30,706 | $(1,949) | $96,383 | | Fiscal Year Ended June 30, 2024 | | | | | | Allowance for doubtful accounts | $2,750 | $1,066 | $(2,299) | $1,517 | | Valuation allowance for deferred tax assets | $52,551 | $18,998 | $(3,923) | $67,626 | | Fiscal Year Ended June 30, 2023 | | | | | | Allowance for doubtful accounts | $1,731 | $1,450 | $(431) | $2,750 | | Valuation allowance for deferred tax assets | $36,891 | $23,212 | $(7,552) | $52,551 | (i) Amounts written off and changes in exchange rates. (ii) Includes item related to THWR purchase accounting (2025: nil; 2024: nil; 2023: $291). - An Exhibit Index lists various agreements, plans, and certifications, including credit agreements, stock award plans, and executive compensation documents[554][558] Item 16. Form 10-K Summary This item is not applicable and contains no summary - Item 16, Form 10-K Summary, is not applicable[556]