Hain Celestial (HAIN) FY2026 10-K: Going Concern and a $558M December Maturity
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The Hook
The Hain Celestial Group $HAIN just reported a $304.9M net loss on $1.35B of sales, and almost none of it matters. $220.6M of that loss is non-cash impairment. Strip it out and the company earned $17.1M at the operating line and generated $78.3M of operating cash flow, up from $22.1M. The business is not burning cash. It is making some.
Here is what matters. In the notes to the FY2026 10-K, filed September 14, 2026, Hain states that under ASC 205-40 there is substantial doubt about its ability to continue as a going concern. It has $557.95M of debt maturing on December 22, 2026 and $58.1M of cash. Two days before the filing it signed a deal to sell its entire International business to private equity firm AURELIUS for net proceeds of $305M to $310M. That deal has its own deadline: if Hain and its lenders have not amended the credit agreement to push the December maturity out by at least nine months by October 12, 2026, the buyers can walk.
Hain is in compliance with every financial covenant in its credit agreement. It is not in default. It simply runs out of calendar.
Company Snapshot
Hain Celestial is a 33-year-old natural and organic food company headquartered in Hoboken, New Jersey, built by acquisition across beverages, yogurt, baby and kids food, and meal preparation. Its brands include Celestial Seasonings teas, The Greek Gods yogurt, Earth's Best Organic and Ella's Kitchen baby food, Hartley's jelly, and the New Covent Garden and Cully & Sully soup lines.
This analysis covers the FY2026 Form 10-K for the fiscal year ended June 30, 2026. Hain's fiscal year ends June 30, so FY2026 runs from July 2025 through June 2026, and the September 2026 subsequent events are only days old at filing.
Two reportable segments, and they are almost exactly the same size: North America at $685.1M of net sales and International at $668.4M. The company has agreed to sell the second one.
The Financial Story
The revenue decline is portfolio surgery, not demand collapse. Net sales fell $206.4M, or 13.2%, to $1.353B. But the filing decomposes it: $208.2M of the decline, 12.6 points, came from divestitures, held-for-sale businesses, discontinued brands and exited product categories, partly offset by a $29.6M foreign-exchange tailwind. Organic net sales fell $27.8M, or 2.5%. Volume and mix were down 3.2% against a 0.7% price increase. That is a soft year in packaged food, not an unraveling.
The composition is the surprise. The organic decline came from International, where sales fell 4.3% organically on baby-and-kids weakness in U.K. purees and contract losses in private-label spreads. North America organic sales were, in the filing's words, "effectively flat." Hain is selling the half that is shrinking and keeping the half that is not.
| FY2026 segment | Net sales | YoY | Organic | Adjusted EBITDA | Margin |
|---|---|---|---|---|---|
| North America | $685.1M | -22.9% | ~flat | $61.2M | 8.9% |
| International | $668.4M | -0.4% | -4.3% | $63.5M | 9.5% |
| Corporate and Other | n/a | n/a | n/a | -$35.7M | n/a |
| Total | $1,353.4M | -13.2% | -2.5% | $89.0M | 6.6% |
The impairments finished the job two years of acquisitions started. Goodwill has gone from $929.3M at June 2024 to $501.0M to $246.1M, a 73.5% reduction. The FY2026 charge of $193.2M breaks out by reporting unit: $38.5M against the U.S. unit in the December quarter, $112.4M against the U.K. unit across two quarters, and $42.3M against Western Europe at the April 1 annual test. The U.K. and Western Europe reporting units now carry zero goodwill. A further $57.1M left the balance sheet with the North American Snacks divestiture, and $14.6M of trademarks were written down, including $10.6M on Hartley's Jelly and $2.0M on Earth's Best.
The mechanism is worth naming because it is reflexive. The filing says the discount rate used in the December and March tests "reflected an increase in the small stock premium related to a decline in the Company's market capitalization." Hain's stock fell, which raised the discount rate in its own discounted-cash-flow test, which lowered the modelled fair value, which forced a larger writedown, which produced a larger reported loss. The accounting followed the stock price down.
The cash flow is real, and it is also partly a one-off. Operating cash flow of $78.3M and free cash flow of $57.7M, against negative $3.2M a year earlier, are genuine improvements. But MD&A attributes the increase "primarily" to working capital: inventory management alone contributed $76.3M of year-over-year improvement, and inventories fell from $248.7M to $149.3M while receivables fell from $154.4M to $121.0M. Harvesting working capital is a legitimate liquidity action and it is not a run rate. Both halves of the sentence are true. The loss is not cash, and the cash is not earnings.
Two lines below the operating loss deserve a look. Other expense, net swung from $0.9M to $46.3M, driven by a $50.8M pretax loss on the February 2026 sale of the North American Snacks business, which brought in $111.2M of cash against a $115.0M price. And the largest positive item in the entire operating section is a $25.9M receivable under a representation-and-warranty insurance policy from a prior acquisition, collected on January 2, 2026. The acquisition machine's last cash contribution was an insurance claim on one of its own deals.
Charged is not paid, and here it runs the wrong way. Hain recorded an income tax benefit of $2.2M against a $306.8M pre-tax loss. It nonetheless paid $14.7M in cash tax, net of refunds. Only $258K of that was U.S. federal, state and local combined. The remaining $14.4M was foreign: $7.5M in the United Kingdom, $2.1M in Cyprus, $1.8M in Germany, $1.6M in Canada and $0.8M in Ireland. Hain's cash tax bill is almost entirely generated inside the business it is selling.
Valuation: What It Is Worth as a Normal Business
Where it trades. Hain closed at $0.6284 on September 15, 2026, for a market capitalization of about $56.7M on roughly 90.3M shares, inside a 52-week range of $0.483 to $1.80. Four analysts carry a consensus Hold with a mean target of $1.33 (share price, market cap, range and consensus per stockanalysis.com, September 15, 2026). The 10-K cover discloses a public float of $95,637,022 at December 31, 2025, so the market had already marked the equity well below the $154.8M of book equity before the FY2026 writedowns landed.
Add the filing's $557.8M of debt and subtract $58.1M of cash and enterprise value is roughly $556M, about 6.3x FY2026 Adjusted EBITDA of $89.0M and 0.41x sales. The equity is about 10% of the enterprise. The lenders own the other 90%. That is why the stock trades like an option rather than a multiple.
The best comp is Hain's own transaction. AURELIUS agreed to pay £238.5M, roughly $323.2M gross, for a business with $668.4M of net sales and $63.5M of segment Adjusted EBITDA. That is 5.1x segment Adjusted EBITDA and 0.48x sales, negotiated at arm's length in September 2026. No peer screen is more current than that.
Scenarios. Assumptions stated, arithmetic on filed figures. Post-transaction debt is $557.95M less $305M to $310M of net proceeds, so roughly $248M to $253M remains. Residual earnings are North America's $61.2M of segment Adjusted EBITDA less Corporate and Other costs, which ran $35.7M in FY2026 against a company twice the size. Management states it has "developed detailed cost reduction plans" to align the cost base with the future North American business.
| Scenario | Assumptions | Residual Adj. EBITDA | Multiple | EV | Less ~$250M debt | Implied equity |
|---|---|---|---|---|---|---|
| Bear | Amendment or deal fails; distressed refinancing or restructuring | n/a | n/a | n/a | n/a | near zero |
| Base | Deal closes, corporate costs cut to $20M, NA EBITDA holds at $61M | $41M | 5.1x | $209M | -$250M | negative |
| Bull | Deal closes, corporate costs cut to $15M, NA EBITDA recovers to $70M | $55M | 7.0x | $385M | -$250M | ~$135M, about $1.48 per share |
At a $56.7M market cap, the market is paying roughly 42% of the bull case and zero for everything else. That is a coherent price for a going-concern equity, not a mispricing. Implied value under stated assumptions. Not a price target, and not investment advice. The table ignores the gain or loss on the International sale, which the filing does not yet quantify, and any working-capital normalization after the inventory harvest.
Risks
The dated ones. October 12, 2026: the lender amendment deadline, after which AURELIUS may terminate. December 22, 2026: the $557.95M maturity. October 28, 2026: the settlement hearing on the securities class action, settled at $35.0M funded solely by insurance and still subject to final court approval. Closing also requires regulatory consents in the United Kingdom, Austria, Ireland, Germany and Belgium, and the proceeds are denominated in sterling, so the dollar figure moves with the exchange rate.
The structural ones. Working capital is negative $414.5M, down $667.4M year over year purely from reclassifying the debt as current. $216.7M of goodwill now sits in a single reporting unit, the U.S., which the filing explicitly says "is at risk of potential impairment." The stock has traded below $1.00 since a March 24, 2026 Nasdaq deficiency letter and has not regained compliance; Hain is weighing a reverse split as early as the 2026 annual meeting, and a delisting would push it to the over-the-counter market under penny-stock rules. Consumer class actions over Earth's Best baby food continue, alongside a stockholder derivative action and an SEC investigation referenced in the company's own Adjusted EBITDA reconciliation.
The Bottom Line
The two-year, $622M goodwill writeoff is the headline and the least decision-relevant fact in the document. It is non-cash, it is backward-looking, and the market marked the equity down long before the auditors did.
What decides this equity is a sequence of dates. If the lenders extend by October 12 and AURELIUS closes, Hain becomes a roughly $685M-revenue North American business with about $250M of debt against a residual earnings base near $25M before cost cuts, which is close to ten times leverage and still tight. If they do not, the filing's own language applies: holders of common stock "could experience a significant or complete loss of their investment."
Watch three things: whether the credit agreement amendment is announced, whether the U.S. reporting unit's $216.7M of goodwill survives the next test, and whether North American organic sales stay flat once they are the whole company.
Every figure above comes from Hain Celestial's FY2026 Form 10-K (accession 0001193125-26-390505, filed September 14, 2026) read directly from its XBRL, except the market price, market capitalization and analyst consensus, which are attributed inline. Filing data via RoboSystems.