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Goodwill and Other Intangible Assets | 12 Months Ended
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Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Other Intangible Assets | 9. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The following table provides the changes in the carrying value of goodwill by reportable segment:
|  | North America |  |  | International |  |  | Total |
Balance as of June 30, 2023(1) |  | $ | 697,053 |  |  | $ | 241,587 |  |  | $ | 938,640 |
Divestiture(2) |  |  | (6,267 | ) |  |  | — |  |  |  | (6,267 | )
Translation |  |  | (1,318 | ) |  |  | (1,751 | ) |  |  | (3,069 | )
Balance as of June 30, 2024 |  |  | 689,468 |  |  |  | 239,836 |  |  |  | 929,304 |
Divestiture(3) |  |  | (7,280 | ) |  |  | — |  |  |  | (7,280 | )
Impairment charges |  |  | (357,679 | ) |  |  | (71,203 | ) |  |  | (428,882 | )
Reclassification of goodwill to held for sale(4) |  |  | (11,164 | ) |  |  | — |  |  |  | (11,164 | )
Translation |  |  | (1,024 | ) |  |  | 20,007 |  |  |  | 18,983 |
Balance as of June 30, 2025 |  | $ | 312,321 |  |  | $ | 188,640 |  |  | $ | 500,961 |
(1) The total carrying value of goodwill as of June 30, 2023 is reflected net of $134,277 of accumulated impairment charges, of which $7,700 is related to the North America reportable segment and $126,577 is related to the International reportable segment. (2) During the fiscal year ended June 30, 2024, the Company completed the divestitures of Thinsters® and Queen Helene, both were components of the North America reportable segment. Goodwill of $5,732 and $535 was assigned to divested components of Thinsters® and Queen Helene®, respectively, on a relative fair value basis. (3) Represents the goodwill assigned to the ParmCrisps® business in connection with the divestiture of such business, which was ascribed on a relative fair value basis. See Note 5, Disposition, for more information. (4) Represents the goodwill ascribed to the PC business in connection with the classification such business as held for sale. See Note 4, Assets and Liabilities Held for Sale, for more information. 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:
|  | Reporting Unit |
(Dollars in thousands) |  | U.S. |  |  | Canada |  |  | U.K. |
Goodwill as of June 30, 2024 |  | $ | 641,053 |  |  | $ | 48,415 |  |  | $ | 173,538 |
Impairment charge during three months ended September 30, 2024 |  |  | — |  |  |  | — |  |  |  | — |
Divestiture during three months ended September 30, 2024 |  |  | (7,280 | ) |  |  | — |  |  |  | — |
Impairment charge during three months ended December 31, 2024 |  |  | (91,267 | ) |  |  | — |  |  |  | — |
Impairment charge during three months ended March 31, 2025 |  |  | (88,712 | ) |  |  | (21,539 | ) |  |  | — |
Reclassification of goodwill to held for sale during three months ended March 31, 2025 |  |  | (3,291 | ) |  |  | (7,873 | ) |  |  | — |
Impairment charge during three months ended June 30, 2025 |  |  | (138,182 | ) |  |  | (17,979 | ) |  |  | (71,203 | )
Translation |  |  | — |  |  |  | (1,024 | ) |  |  | 13,877 |
Goodwill as of June 30, 2025 |  | $ | 312,321 |  |  | $ | — |  |  | $ | 116,212 |
As of June 30, 2024, the Company had tested its U.S. reporting unit’s goodwill for impairment and, as previously disclosed, determined that the U.S. reporting unit’s goodwill was at risk, given that the fair value of the reporting unit was greater than its carrying value by 6.2%. Second quarter of fiscal 2025 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 PC 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. Third quarter of fiscal 2025 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 PC 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’ 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. Annual impairment testing as of April 1, 2025 While the Company’s annual impairment testing date is on April 1, 2025 (the first day of the fourth quarter of fiscal 2025), the previously aforementioned quantitative tests for the U.S. and Canada reporting units were utilized for the annual impairment test given there were no significant changes to the risks of these reporting units between March 31, 2025 and April 1, 2025. However, the Company performed quantitative tests for its other three reporting units (Western Europe, Ella’s Kitchen and U.K.) on April 1, 2025, which corroborated the results of the qualitative analysis that was performed during the third quarter of fiscal 2025. The fair values of Western Europe and Ella’s Kitchen significantly exceeded their carrying values. Fourth quarter of fiscal 2025 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. 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. 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. 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. Subsequent to these impairment charges, the remaining goodwill at the U.S. and U.K. reporting units was $312,321 and $116,212, respectively, as of June 30, 2025. There was no remaining goodwill at the Canada reporting unit as of June 30, 2025. The goodwill related to the U.S. and U.K. reporting units are at risk of potential impairment if the fair value of these reporting units, and their associated assets, decrease 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. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates. If the Company’s ongoing cash flow projections are not met or if market factors utilized in the impairment test deteriorate, including an unfavorable change in the terminal growth rate or the weighted-average cost of capital, the Company may have to record additional impairment charges in future periods. For the qualitatively tested reporting units (Western Europe and Ella’s Kitchen UK), the Company performed a qualitative evaluation as of June 30, 2025 to assess 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, which was consistent with the conclusions reached on the annual quantitative impairment testing date of April 1, 2025. Other Intangible Assets The following table includes the gross carrying amount and accumulated amortization, where applicable, for intangible assets, excluding goodwill:
|  | Fiscal Year Ended June 30, |
|  | 2025 |  |  | 2024 |
Non-amortized intangible assets: |  |  |  |  |  |
Trademarks and tradenames(1) |  | $ | 179,282 |  |  | $ | 195,237 |
Amortized intangible assets: |  |  |  |  |  |
Other intangibles(2) |  |  | 159,162 |  |  |  | 167,886 |
Less: Accumulated amortization |  |  | (127,539 | ) |  |  | (118,324 | )
Net amortized intangible assets |  |  | 31,623 |  |  |  | 49,562 |
Net other intangible assets |  | $ | 210,905 |  |  | $ | 244,799 |
(1) The gross carrying value of trademarks and tradenames is reflected net of $275,990 and $251,551 of accumulated impairment charges as of June 30, 2025 and 2024, respectively. (2) The reduction in carrying value of other intangible assets as of June 30, 2025 reflected accumulated non-cash impairment charges of $30,326 an d $17,032 recognized in the fiscal year ended June 30, 2025 and 2024, respectively. 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 18.6%. 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 had a remaining aggregate carrying value of $8,000 and $11,800, respectively, as of June 30, 2025. The Imagine® intangible asset was also part of the North America reportable segment and had 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 cash flows based on execution of strategic initiatives for increasing revenue, as well as discount rates and other macroeconomic factors. 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 had no remaining carrying value as of June 30, 2025. 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 charges of $12,085 were related to the PC intangible assets, primarily Avalon Organics®, JASON®, and Live Clean® trademarks and tradenames and $3,648 was related to Belvedere™ trademark and customer relationships. The assets are part of the North America reportable segment and had no remaining carrying value as of June 30, 2025. During the third quarter of fiscal 2024, the Company recorded a non-cash impairment charge of $10,797 related to the indefinite and definite lived intangible assets associated with Thinsters® in connection with the probable sale of the Thinsters® cookie business. The Company concluded that, as of March 31, 2024, there was a high probability that the sale of the Thinsters® business would occur and, therefore, a quantitative impairment test was performed. To determine the amount of the impairment, the Company compared the carrying amount of the Thinsters® assets to its estimated fair value (which was the expected selling price less transaction costs). During the third quarter of fiscal 2024, the Company recorded non-cash impairment charges of $12,815 and $8,000 for certain North America personal care tradenames (namely, Alba Botanica®, Avalon Organics®, and JASON®) and the ParmCrisps® trademark, respectively, to reduce the carrying amounts of such intangible assets to their estimated fair values of $13,000 and nil, respectively. The fair value was determined using the relief from royalty method, and impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The assets are part of the North America reportable segment. As a result of the same factors triggering the interim impairment tests for the ParmCrisps® trademark, the Company completed impairment tests of the ParmCrisps® asset group, which was primarily comprised of amortizable customer relationships, machinery and equipment and operating lease right-of-use assets. The Company determined that the carrying amount of the ParmCrisps® asset group exceeded the estimated fair value. During the fiscal year ended June 30, 2024, the Company recorded non-cash impairment charges of $10,586 to reduce the carrying amount of the ParmCrisps® customer relationships to their estimated fair value which was determined using a discounted cash flow analysis. Impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The customer relationship intangible asset was part of the North America reportable segment and was fully impaired. In the fourth quarter of fiscal 2024, the Company quantitatively tested another intangible asset. The assessment indicated that the carrying value of the trademarks associated with its plant-based beverage brands, Happy™ and Joya®, exceeded its estimated fair value. The fair value was determined using the relief from royalty method, and a non-cash impairment charge of $2,260 was recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The Happy™ and Joya® intangible assets are part of the International reportable segment and had a remaining aggregate carrying value of $3,761 as of June 30, 2024. During the fourth quarter of fiscal 2023, the Company recorded non-cash impairment charges of $4,767, $4,691 and $9,150 for the Imagine®, Joya®, and Queen Helene® intangible assets, respectively, to reduce the carrying amount of such intangible assets to their estimated fair value. The fair values were determined using the relief from royalty method, and impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The Imagine® and Queen Helene® intangible assets are part of the North America reportable segment and had a remaining aggregate carrying value of $3,100 as of June 30, 2024. The Joya® intangible assets are part of the International reportable segment and had a remaining aggregate carrying value of $3,761 as of June 30, 2024. During fiscal 2023, the Company recorded non-cash impairment charges of $102,000 and $8,500 for the ParmCrisps® and Thinsters® trademarks, respectively, to reduce the carrying amount of such intangible assets to their estimated fair value. The fair values were determined using the relief from royalty method, and impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The assets are part of the North America reportable segment and were fully impaired as of June 30, 2024. As a result of the same factors triggering the interim impairment tests for the ParmCrisps® and Thinsters® trademarks, the Company completed interim impairment tests of the ParmCrisps® and Thinsters® asset groups, which were primarily comprised of amortizable customer relationships. The Company determined that the carrying amount of the ParmCrisps® asset group exceeded its estimated fair value. During the fiscal year ended June 30, 2023, the Company recorded non-cash impairment charges of $45,798 to reduce the carrying amount of the ParmCrisps® customer relationships, the primary asset in the casset group, to their estimated fair value. Impairment charges were recorded within intangibles and long-lived asset impairment on the consolidated statements of operations. The fair value of the Thinsters® asset group exceeded its carrying amount. During the fiscal year ended June 30, 2024, the Company completed the sale of the Thinsters® business as discussed in Note 5, Dispositions. Non-cash impairment charges, recorded within intangibles and long-lived asset impairment on the consolidated statements of operations, for the fiscal years ended June 30, 2025, June 30, 2024 and June 30, 2023 were as follows:
|  | Fiscal Year Ended June 30, |
|  | 2025 |  |  | 2024 |  |  | 2023 |
Sensible Portions® tradename |  | $ | 18,000 |  |  | $ | — |  |  | $ | — |
Personal care tradenames (Alba Botanica®, Avalon Organics®, and JASON®) |  |  | 12,085 |  |  |  | 12,815 |  |  |  | — |
Belvedere™ trademark and customer relationships |  |  | 3,648 |  |  |  | — |  |  |  | — |
Imagine® tradename |  |  | 3,100 |  |  |  | — |  |  |  | 4,767 |
Health Valley® trademark |  |  | 960 |  |  |  | — |  |  |  | — |
Thinsters® trademark and customer relationships |  |  | — |  |  |  | 10,797 |  |  |  | 8,500 |
ParmCrisps® customer relationships |  |  | — |  |  |  | 10,586 |  |  |  | 45,798 |
ParmCrisps® trademark |  |  | — |  |  |  | 8,000 |  |  |  | 102,000 |
Happy™ and Joya® trademarks |  |  | — |  |  |  | 2,260 |  |  |  | 4,691 |
Queen Helene® |  |  | — |  |  |  | — |  |  |  | 9,150 |
Other |  |  | — |  |  |  | 144 |  |  |  | — |
|  | $ | 37,793 |  |  | $ | 44,602 |  |  | $ | 174,906 |
Amortized intangible assets, which are deemed to have a finite life, primarily consist of customer relationships, trademarks and tradenames and are amortized over their estimated use ful lives of 7 to 25 years. The weighted average remaining amortization period of amortized intangible assets is 8.37 years. Expected amortization ex pense for the next five fiscal years is as follows:
|  | Fiscal Year Ending June 30, |
|  | 2026 |  |  | 2027 |  |  | 2028 |  |  | 2029 |  |  | 2030 |
Estimated amortization expense |  | $ | 4,701 |  |  | $ | 4,667 |  |  | $ | 3,971 |  |  | $ | 3,355 |  |  | $ | 3,355 |

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