The Hain Celestial Group, Inc. (HAIN) SEC Filings & Earnings Calls

Financial distress

“The market value is based on the closing price of the Company’s common stock on June 30, 2026, which was $0.56 per share.” · word for word

Operational underperformance

“Based on actual performance during the respective three-year performance periods, no PSUs will vest under the 2024-2026 LTIP.” · word for word

Earnings quality concern

“The Compensation Committee exercised negative discretion across the Company, with the degree of reduction reflecting the relative quality of earnings in each business.” · word for word

Failed transaction and ongoing capital structure discussions indicate potential liquidity or covenant risk.

“Company remains in discussions with lenders regarding its capital structure and continues to evaluate all available paths.”

Debt default / bankruptcy risk

“Any default under our credit agreement or inability to refinance our indebtedness could have significant consequences. ... If we are unable to successfully extend the maturity or refinance the credit agreement, we do not currently expect to have the ability to repay the principal amount of our credit agreement in full upon maturity”

Divestiture execution risk

“Consummation of the transaction is subject to ... the Company and its lenders entering into an amendment of the Company’s credit agreement ... If the credit agreement amendment is not entered into by October 12, 2026, the purchaser may terminate the agreement and the sale of the International Business would not be completed.”

Customer concentration risk

“A significant percentage of our sales is concentrated among a small number of customers. ... The loss of any large customer, a reduction of purchasing levels or the cancellation of any business from a large customer for an extended length of time could negatively impact our sales and profitability.”

Goodwill impairment risk

“We have in the past recorded, and may in the future be required to record, significant charges in our consolidated financial statements during the period in which any impairment of our goodwill or intangible assets is determined.” · word for word

Debt maturity risk: credit agreement matures December 2026; extension requires unanimous lender consent; failure could allow purchaser to terminate the International Business sale agreement.

“the upcoming maturity of our credit agreement in December 2026 and our ability to secure an extension of the maturity date with our lenders, including that any such amendment requires the consent of all lenders and that the failure to obtain it within the required period would permit the Purchasers to terminate the Purchase Agreement” · word for word

International Business sale closing conditions may not be satisfied, including conditions outside the company's control.

“our ability to satisfy the conditions to the closing of the International Business Transaction, which may include conditions outside of our control” · word for word

Volume/mix decline across segments, particularly in baby & kids and meal prep.

“Organic net sales decline driven by volume/mix decrease of 11 points.”

Cost inflation pressuring margins, especially in International segment.

“International gross margin decreased 270 bps due to cost inflation.”

Goodwill and intangible asset impairment charges of $46 million.

“Net loss included pre-tax non-cash impairment charges of $46 million related to goodwill and certain intangible assets.” · word for word

Debt maturity wall

“The decrease was driven by the classification of $549.8 million of debt obligations, maturing on December 22, 2026, as current.” · word for word

Geopolitical disruption

“Geopolitical tensions, including the conflict in Iran that began in February 2026, have disrupted and could continue to disrupt global energy supply‑demand dynamics, contributing to commodity price volatility and broader uncertainty.” · word for word

Goodwill impairment risk

“During the three months ended March 31, 2026, the Company recognized a non-cash goodwill impairment charge of $31.0 million related to its U.K. reporting unit.” · word for word

Strategic review may lead to significant changes or transactions.

“Board initiated a comprehensive review of the Company’s portfolio, considering a broad range of strategic options to enhance shareholder value.”

Significant goodwill and intangible asset impairment of $132M pre-tax, indicating overpayment or deterioration in acquired businesses.

“Pre-tax non-cash impairment charges of $132 million ($131 million after-tax) related to goodwill and certain intangible assets.” · word for word

Gross margin compression of 330bps driven by cost inflation and unfavorable fixed cost absorption, signaling structural margin pressure.

“Gross profit margin 19.4%, 330bps decrease; cost inflation, unfavorable fixed cost absorption.”

North America segment adjusted EBITDA down 57%, indicating severe operational challenges in core market.

“North America adjusted EBITDA $11M vs $25M, decrease of 57%.”

Liquidity risk due to near-term debt maturity

“The decrease is driven by the classification of $705.8 million of debt obligations, maturing on December 22, 2026, as current.” · word for word

Goodwill impairment risk

“During the three months ended December 31, 2025, the Company recognized aggregate non-cash goodwill impairment charges of $119.9 million related to its U.S. and U.K. reporting units.” · word for word

Margin pressure from cost inflation and volume deleverage

“The decrease in gross profit was driven by both the North America and International reportable segments...cost inflation and unfavorable fixed cost absorption.” · word for word

Debt covenant and liquidity risk

“The Fourth Amendment also reduced the size of the Revolver from $700.0 million to $600.0 million... loans under the Credit Agreement bear interest at (a) Term SOFR plus 4.00% per annum... a covenant was added requiring the Company to maintain a minimum Consolidated EBITDA of (i) $17.0 million for the quarter ending September 30, 2025.” · word for word

Volume decline risk

“The decrease in organic net sales comprised of a 7% decrease in volume/mix, partially offset by a 1% increase in price.” · word for word

High leverage (4.8x net secured) and negative free cash flow (-$14M) increase refinancing risk and limit strategic flexibility.

“Total debt $716M, net debt $668M, net secured leverage 4.8x, free cash flow -$14M.”

Ongoing volume decline in key snack category (-17% organic) suggests structural demand challenges or competitive pressure.

“Snacks organic net sales -17% YoY, driven by volume softness.”

International segment margin collapse (adj gross margin -530bps to 15.7%) indicates significant cost or competitive issues outside North America.

“International gross margin and adjusted gross margin each 15.7%, representing 530-basis point decreases from the prior year period.”

Strategic review with Goldman Sachs introduces uncertainty around potential sale, restructuring, or other outcomes.

“we continue to make good progress against the strategic review work with Goldman Sachs.” · word for word