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Hain Celestial Group Inc (HAIN) SEC Filing 8-K Material Event for the period ending Thursday, February 3, 2022

Hain Celestial Group Inc

CIK: 910406 Ticker: HAIN

Exhibit 99.1

haincelestialnewlogoa01a48a.jpg
Hain Celestial Reports Second Quarter Fiscal Year 2022 Financial Results

Second Quarter Adjusted Net Sales Growth at the High End of Original Guidance

Second Quarter Adjusted EBITDA Consistent with Mid-January Pre-Announcement

Second Quarter GAAP EPS of $0.33; Adjusted EPS of $0.36

Reaffirms Full Year Adjusted Net Sales Growth Guidance; Updates Full Year Adjusted EBITDA Guidance

Lake Success, NY, February 3, 2022—
The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial”, “Hain” or the “Company”), a leading organic and natural products company with operations in North America, Europe, Asia and the Middle East providing consumers with A Healthier Way of Life®, today reported financial results for the second quarter ended December 31, 2021.

Mark L. Schiller, Hain Celestial’s President and Chief Executive Officer, commented, “Our second quarter results delivered adjusted net sales growth consistent with initial guidance, behind strong U.S. consumption growth, despite industry-wide labor and supply chain challenges. We have utilized aggressive pricing and productivity to offset most of the cost headwinds and have revised guidance to reflect the expectation of accelerating topline growth in the second half of the year and continued elevated supply chain costs and disruptions. We believe that many of these costs will abate over time and remain very focused on our Hain 3.0 strategy as we pivot toward becoming a high growth and highly profitable global health and wellness company.”

FINANCIAL HIGHLIGHTS*

Summary of Second Quarter Results from Continuing Operations
Net sales decreased 10% to $476.9 million compared to the prior year period.
When adjusted for foreign exchange, acquisitions, divestitures and discontinued brands, net sales decreased 2% compared to the prior year period.
Gross margin of 24.6% was flat compared to the prior year period.
Adjusted gross margin of 24.6%, a 74 basis point decrease from the prior year period.
Operating income of $32.0 million compared to $13.0 million in the prior year period.
Adjusted operating income of $45.7 million compared to $48.1 million in the prior year period.
Net income of $30.9 million compared to $2.2 million in the prior year period.
Adjusted net income of $34.3 million compared to $34.7 million in prior year period.
Adjusted EBITDA of $59.3 million compared to $62.2 million in the prior year period.
Adjusted EBITDA margin of 12.4%, a 66 basis point increase compared to the prior year period.
Earnings per diluted share (“EPS”) of $0.33 compared to $0.02 in the prior year period.
Adjusted EPS of $0.36 compared to $0.34 in the prior year period.
Repurchased 2.0 million shares, or 2.1% of the outstanding common stock, at an average price of $44.31 per share.





___________________________________________________
* Notes:
(1) The results contained in this press release are presented with the Tilda operating segment being treated as discontinued operations. Unless otherwise noted, all results included in this press release are from continuing operations.
(2) This press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. Reconciliations of non-GAAP financial measures to GAAP financial measures and other non-GAAP financial calculations are provided in the tables included in this press release.














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
1


SEGMENT HIGHLIGHTS FROM CONTINUING OPERATIONS

The Company operates under two reportable segments: North America and International.

North America
North America net sales in the second quarter were $275.0 million, a decrease of 3% compared to the prior year period. When adjusted for foreign exchange, acquisitions, divestitures and discontinued brands, net sales increased 1% from the prior year period mainly due to stronger sales in the snacks category.

Segment gross profit in the second quarter was $67.7 million, a 13% decrease from the prior year period. Adjusted gross profit was $67.9 million, a decrease of 16% from the prior year period. Gross margin was 24.6%, a 310 basis point decrease from the prior year period, and adjusted gross margin was 24.7%, a 380 basis point decrease from the prior year period. The decrease was mainly driven by higher cost of sales, including delivery and warehouse expenses in the United States operating segment.

Segment operating income in the second quarter was $27.2 million, a 16% decrease from the prior year period. Adjusted operating income was $29.0 million, an 18% decrease from the prior year period.

Adjusted EBITDA in the second quarter was $33.3 million, a 16% decrease from the prior year period. As a percentage of sales, North America adjusted EBITDA margin was 12.1%, a 190 basis point decrease from the prior year period.

International
International net sales in the second quarter were $201.9 million, a decrease of 18% compared to the prior year period. When adjusted for foreign exchange, divestitures and discontinued brands, net sales decreased 6% compared to the prior year period mainly due to a decline in the Europe operating segment, partially offset by an increase in sales in the Ella's Kitchen UK operating segment.

Segment gross profit in the second quarter was $49.6 million, a 4% decrease from the prior year period. Adjusted gross profit was $49.4 million, a decrease of 7% from the prior year period. Gross margin was 24.6%, a 350 basis point increase from the prior year period, and adjusted gross margin was 24.5%, a 280 basis point increase from the prior year period. The decrease in gross profit was mainly due to the aforementioned decrease in sales compared to the prior year period. The improvement in gross margin was driven by the divestiture of the fruit business in the third quarter of fiscal year 2021 and the implementation of productivity initiatives, partially offset by inflationary pressures.

Segment operating income in the second quarter was $27.4 million, compared to a loss of $2.7 million in the prior year period. Adjusted operating income was $27.8 million, an increase of 11% from the prior year period. The increase in operating income reflects non-recurring impairment charges associated with the fruit business that were recognized in the prior year period. Additionally, there were lower selling, general and administrative expenses mainly driven by lower labor-related expenses compared to the prior year period.

Adjusted EBITDA in the second quarter was $34.3 million, a 7% increase from the prior year period. As a percentage of sales, International adjusted EBITDA margin was 17.0%, a 390 basis point increase from the prior year period.

CAPITAL MANAGEMENT

The Company is announcing today that its Board of Directors has approved an additional $200 million share repurchase authorization. Share repurchases under this authorization will commence after the Company’s existing $300 million authorization is fully utilized. The extent to which the Company repurchases its shares and the timing of such repurchases will be at the Company’s discretion and will depend upon market conditions and other corporate considerations. Repurchases may be made from time to time in the open market, pursuant to pre-set trading plans, in private transactions or otherwise.

During the second quarter of fiscal year 2022, the Company repurchased 2.0 million shares, or 2.1% of the outstanding common stock, at an average price of $44.31 per share for a total of $89.8 million, excluding commissions. As of December 31, 2021, the Company had $117.0 million remaining under its $300 million authorization, prior to the approval of the additional $200 million authorization.

AMENDED AND RESTATED CREDIT AGREEMENT

In the second quarter, the Company refinanced its revolving credit facility by entering into a Fourth Amended and Restated Credit Agreement, which provides for senior secured financing of $1.1 billion in the aggregate, consisting of (1) $300 million in aggregate principal amount of term loans maturing in five years and (2) an $800 million senior














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
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secured revolving credit facility which is comprised of a $440 million U.S. revolving credit facility and $360 million global revolving credit facility. Both the term loans and revolving credit facility mature on December 22, 2026.

ACQUISITION OF PARMCRIPS® AND THINSTERS®

On December 28, 2021, the Company completed its acquisition of That’s How We Roll from Clearlake Capital Group. That’s How We Roll is the producer and marketer of ParmCrisps® and Thinsters®, two fast-growing brands offering simple and delicious, better-for-you snacks. Consideration for the transaction consisted of cash, net of cash acquired, totaling $261 million, subject to an adjustment for working capital. Of the total consideration, $255 million was paid at closing, with the remaining $6 million payable during the third quarter of fiscal year 2022.

FISCAL YEAR 2022 GUIDANCE

The Company updates its guidance for full fiscal year 2022 compared to fiscal year 2021 and now expects:
Low single digit adjusted net sales growth consistent with prior guidance,
Modest adjusted gross margin reduction, and
Adjusted EBITDA approximately flat versus prior year.

Notes: Adjusted net sales is defined as adjusted for the impact of foreign currency changes, acquisitions, divestitures and discontinued brands. All references in this “Fiscal Year 2022 Guidance” section to growth or declines in adjusted net sales or adjusted EBITDA compared to a prior period represent percentage growth or percentage decline.

Contacts:
Investor Relations:
Chris Mandeville and Anna Kate Heller
ICR
hain@icrinc.com

Media:
Robin Shallow
robin@robincomm.com

Conference Call and Webcast Information
Hain Celestial will host a conference call and webcast today at 8:30 AM Eastern Time to discuss its results and business outlook. Investors interested in participating in the live call can dial 877-407-9716 from the U.S. and 201-493-6779 internationally. The call will be webcast and the accompanying presentation will be available under the Investor Relations section of the Company’s website at www.hain.com.

About The Hain Celestial Group, Inc.
The Hain Celestial Group (Nasdaq: HAIN), headquartered in Lake Success, NY, is a leading organic and natural products company with operations in North America, Europe, Asia and the Middle East. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings®, Clarks™, Cully & Sully®, Earth’s Best®, Ella’s Kitchen®, Frank Cooper’s®, Gale’s®, Garden of Eatin’®, Hain Pure Foods®, Hartley’s®, Health Valley®, Imagine®, Joya®, Lima®, Linda McCartney’s® (under license), MaraNatha®, Natumi®, New Covent Garden Soup Co.®, ParmCrisps®, Robertson’s®, Rose’s® (under license), Sensible Portions®, Spectrum®, Sun-Pat®, Terra®, The Greek Gods®, Thinsters®, Yorkshire Provender® and Yves Veggie Cuisine®. The Company’s personal care products are marketed under the Alba Botanica®, Avalon Organics®, JASON®, Live Clean® and Queen Helene® brands.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things, our beliefs or expectations relating to our future performance, results of operations and financial condition; our strategic initiatives, business strategy, supply chain, brand portfolio and product performance; the COVID-19 pandemic; the success of our pricing negotiations; current or future macroeconomic trends; and future corporate acquisitions or dispositions.

Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: challenges and uncertainty resulting from the impact of competition; challenges and uncertainty resulting from the COVID-19 pandemic; our ability to manage our supply chain effectively; disruption of operations at our manufacturing facilities; reliance on independent contract manufacturers; changes to consumer preferences; customer concentration;














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
3


reliance on independent distributors; the availability of organic ingredients; risks associated with our international sales and operations; risks associated with outsourcing arrangements; our ability to execute our cost reduction initiatives and related strategic initiatives; our ability to identify and complete acquisitions or divestitures and our level of success in integrating acquisitions; our reliance on independent certification for a number of our products; the reputation of our Company and our brands; our ability to use and protect trademarks; general economic conditions; input cost inflation; the United Kingdom’s exit from the European Union; cybersecurity incidents; disruptions to information technology systems; the impact of climate change; liabilities, claims or regulatory change with respect to environmental matters; potential liability if our products cause illness or physical harm; the highly regulated environment in which we operate; pending and future litigation; compliance with data privacy laws; compliance with our credit agreement; the discontinuation of LIBOR; concentration in the ownership of our common stock; our ability to issue preferred stock; the adequacy of our insurance coverage; impairments in the carrying value of goodwill or other intangible assets; and other risks and matters described in our most recent Annual Report on Form 10-K and our other filings from time to time with the U.S. Securities and Exchange Commission.

We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.

Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including, among others, adjusted operating income and its related margin, adjusted gross profit and its related margin, adjusted net income, adjusted earnings per diluted share, net sales adjusted for the impact of foreign exchange, acquisitions, divestitures and discontinued brands, adjusted EBITDA and its related margin and operating free cash flow. The reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are provided herein in the tables. Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company’s operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should be read only in connection with the Company’s Consolidated Statements of Operations and Cash Flows presented in accordance with GAAP.

Certain forward-looking non-GAAP financial measures included in this press release are not reconciled to the comparable forward-looking GAAP financial measures. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include litigation and related expenses, transaction costs associated with acquisitions and divestitures, productivity and transformation costs, impairments, gains or losses on sales of assets and businesses, foreign exchange movements and other items. The unavailable information could have a significant impact on the Company’s GAAP financial results.

The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company’s consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on period-to-period comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

The Company provides net sales adjusted for the impact of foreign currency, acquisitions, divestitures and discontinued brands to understand the growth rate of net sales excluding the impact of such items. The Company’s management believes net sales adjusted for such items is useful to investors because it enables them to better understand the growth of our business from period-to-period.

The Company defines adjusted EBITDA as net income (loss) before net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, unrealized currency gains and losses, litigation and related costs, plant closure related costs, net, productivity and transformation costs, warehouse and manufacturing consolidation and other costs, costs associated with acquisitions, divestitures and other transactions, gains or losses on sales of assets and businesses, inventory write-downs, impairment of long-lived assets and other adjustments. The Company’s management believes that these presentations provide 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 these measures for reviewing the financial results of the Company as well as a component of performance-based executive compensation.















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
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The Company defines operating free cash flow as cash provided by or used in operating activities from continuing operations (a GAAP measure) less purchases of property, plant and equipment. The Company views operating free cash flow as an important measure because it is one factor in evaluating the amount of cash available for discretionary investments.















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
5


THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(unaudited and in thousands)
December 31, 2021June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents$77,202 $75,871 
Accounts receivable, net163,672 174,066 
Inventories289,239 285,410 
Prepaid expenses and other current assets45,505 39,834 
Assets held for sale3,354 1,874 
    Total current assets578,972 577,055 
Property, plant and equipment, net320,047 312,777 
Goodwill956,283 871,067 
Trademarks and other intangible assets, net500,093 314,895 
Investments and joint ventures16,409 16,917 
Operating lease right-of-use assets, net91,739 92,010 
Other assets21,826 21,187 
Total assets$2,485,369 $2,205,908 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$179,808 $171,947 
Accrued expenses and other current liabilities110,030 117,957 
Current portion of long-term debt7,834 530 
    Total current liabilities297,672 290,434 
Long-term debt, less current portion731,613 230,492 
Deferred income taxes82,020 42,639 
Operating lease liabilities, noncurrent portion84,219 85,929 
Other noncurrent liabilities25,989 33,531 
Total liabilities 1,221,513 683,025 
Total stockholders' equity1,263,856 1,522,883 
Total liabilities and stockholders' equity$2,485,369 $2,205,908 














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
6


THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Operations
 (unaudited and in thousands, except per share amounts)
Second QuarterSecond Quarter Year to Date
2022202120222021
Net sales$476,941 $528,418 $931,844 $1,027,045 
Cost of sales359,646 398,453 709,131 777,916 
Gross profit117,295 129,965 222,713 249,129 
Selling, general and administrative expenses80,136 84,625 154,125 164,146 
Amortization of acquired intangible assets2,049 2,193 4,144 4,626 
Productivity and transformation costs2,786 5,011 6,769 6,444 
Proceeds from insurance claim— — (196)— 
Long-lived asset impairment303 25,179 303 57,676 
Operating income32,021 12,957 57,568 16,237 
Interest and other financing expense, net2,592 2,337 4,448 4,790 
Other income, net(9,070)(1,045)(9,858)(2,418)
Income from continuing operations before income taxes and equity in net loss of equity-method investees38,499 11,665 62,978 13,865 
Provision for income taxes7,145 8,438 11,687 21,400 
Equity in net loss of equity-method investees465 1,076 991 1,095 
   Net income (loss) from continuing operations$30,889 $2,151 $50,300 $(8,630)
   Net (loss) income from discontinued operations, net of tax— (11)— 11,255 
Net income$30,889 $2,140 $50,300 $2,625 
Net income (loss) per common share:
Basic net income (loss) per common share from continuing operations$0.33 $0.02 $0.53 $(0.09)
Basic net income per common share from discontinued operations— — — 0.11 
Basic net income per common share$0.33 $0.02 $0.53 $0.02 
Diluted net income (loss) per common share from continuing operations$0.33 $0.02 $0.52 $(0.09)
Diluted net income per common share from discontinued operations— — — 0.11 
Diluted net income per common share$0.33 $0.02 $0.52 $0.02 
Shares used in the calculation of net income (loss) per common share:
Basic94,036 100,117 95,579 100,837 
Diluted94,808 100,562 96,123 100,837 
















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
7


THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Cash Flows
 (unaudited and in thousands)
 Second QuarterSecond Quarter Year to Date
 2022202120222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$30,889 $2,140 $50,300 $2,625 
Net (loss) income from discontinued operations, net of tax— (11)— 11,255 
Net income (loss) from continuing operations30,889 2,151 50,300 (8,630)
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization10,903 11,193 21,758 24,954 
Deferred income taxes(1,166)1,022 (3,271)92 
Equity in net loss of equity-method investees465 1,076 991 1,095 
Stock-based compensation4,156 3,823 8,443 8,190 
Long-lived asset impairment303 25,179 303 57,676 
Gain on sale of assets(8,645)— (8,921)— 
Loss (gain) on sale of businesses— — (611)
Other non-cash items, net(393)(107)(1,486)(1,154)
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable21,813 (5,948)12,370 (9,523)
Inventories196 (13,550)2,473 (58,512)
Other current assets(6,026)17,849 (5,126)55,718 
Other assets and liabilities3,342 504 1,776 (1,037)
Accounts payable and accrued expenses(25,392)20,660 (11,579)36,272 
Net cash provided by operating activities from continuing operations30,445 63,861 68,031 104,530 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment(10,186)(17,516)(27,996)(29,671)
Acquisitions of businesses, net of cash acquired(254,569)— (254,569)— 
Investment in joint venture(106)— (514)(431)
Proceeds from sale of assets10,570 — 10,734 — 
Proceeds from sale of businesses, net and other— — — 4,858 
Net cash used in investing activities from continuing operations(254,291)(17,516)(272,345)(25,244)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under bank revolving credit facility420,000 95,000 540,000 150,000 
Repayments under bank revolving credit facility(325,000)(90,000)(330,000)(137,000)
Borrowings under term loan300,000 — 300,000 — 
Payments of other debt, net(2,948)(272)(3,185)(1,711)
Share repurchases(89,830)(29,684)(266,933)(71,736)
Employee shares withheld for taxes(29,858)(1,255)(31,033)(1,723)
Net cash provided by (used in) financing activities from continuing operations272,364 (26,211)208,849 (62,170)
Effect of exchange rate changes on cash from continuing operations(278)3,234 (3,204)5,734 
Net increase in cash and cash equivalents48,240 23,368 1,331 22,850 
Cash and cash equivalents at beginning of period28,962 37,253 75,871 37,771 
Cash and cash equivalents at end of period$77,202 $60,621 $77,202 $60,621 

Cash and cash equivalents included in the line item Assets held for sale on the Consolidated Balance Sheets as shown below, represents amounts included within held for sale accounting related to the sale of the Company's U.K. fruit business, the Orchard House Foods Limited business and associated brands.
Cash and cash equivalents $77,202 $46,813 $77,202 $46,813 
Cash and cash equivalents classified in assets held for sale— 13,808 — 13,808 
Total cash and cash equivalents shown in the Consolidated Statements of Cash Flows$77,202 $60,621 $77,202 $60,621 














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
8


THE HAIN CELESTIAL GROUP, INC.
Net Sales, Gross Profit and Operating Income (Loss) by Segment
(unaudited and in thousands)
North AmericaInternationalCorporate/OtherHain Consolidated
Net Sales
Net sales - Q2 FY22$275,014 $201,927 $— $476,941 
Net sales - Q2 FY21$282,612 $245,806 $— $528,418 
% change - FY22 net sales vs. FY21 net sales(2.7)%(17.9)%(9.7)%
Gross Profit
Q2 FY22
Gross profit$67,721 $49,574 $— $117,295 
Non-GAAP adjustments(1)
183 (168)— 15 
Adjusted gross profit$67,904 $49,406 $— $117,310 
Gross margin24.6 %24.6 %24.6 %
Adjusted gross margin24.7 %24.5 %24.6 %
Q2 FY21
Gross profit$78,285 $51,680 $— $129,965 
Non-GAAP adjustments(1)
2,233 1,675 — 3,908 
Adjusted gross profit$80,518 $53,355 $— $133,873 
Gross margin27.7 %21.0 %24.6 %
Adjusted gross margin28.5 %21.7 %25.3 %
Operating income (loss)
Q2 FY22
Operating income (loss)$27,162 $27,368 $(22,509)$32,021 
Non-GAAP adjustments(1)
1,802 396 11,498 13,696 
Adjusted operating income (loss)$28,964 $27,764 $(11,011)$45,717 
Operating income margin9.9 %13.6 %6.7 %
Adjusted operating income margin10.5 %13.7 %9.6 %
Q2 FY21
Operating income (loss)$32,440 $(2,741)$(16,742)$12,957 
Non-GAAP adjustments(1)
3,003 27,800 4,320 35,123 
Adjusted operating income (loss)$35,443 $25,059 $(12,422)$48,080 
Operating income (loss) margin11.5 %(1.1)%2.5 %
Adjusted operating income margin12.5 %10.2 %9.1 %

(1) See accompanying table "Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS"






















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
9


THE HAIN CELESTIAL GROUP, INC.
Net Sales, Gross Profit and Operating Income (Loss) by Segment
(unaudited and in thousands)
North AmericaInternationalCorporate/OtherHain Consolidated
Net Sales
Net sales - Q2 FY22 YTD$540,539 $391,305 $— $931,844 
Net sales - Q2 FY21 YTD$563,280 $463,765 $— $1,027,045 
% change - FY22 net sales vs. FY21 net sales(4.0)%(15.6)%(9.3)%
Gross Profit
Q2 FY22 YTD
Gross profit$124,530 $98,183 $— $222,713 
Non-GAAP adjustments(1)
2,593 707 — 3,300 
Adjusted gross profit$127,123 $98,890 $— $226,013 
Gross margin23.0 %25.1 %23.9 %
Adjusted gross margin23.5 %25.3 %24.3 %
Q2 FY21 YTD
Gross profit$153,300 $95,829 $— $249,129 
Non-GAAP adjustments(1)
3,166 1,915 — 5,081 
Adjusted gross profit$156,466 $97,744 $— $254,210 
Gross margin27.2 %20.7 %24.3 %
Adjusted gross margin27.8 %21.1 %24.8 %
Operating income (loss)
Q2 FY22 YTD
Operating income (loss)$44,004 $51,437 $(37,873)$57,568 
Non-GAAP adjustments(1)
5,497 1,572 15,424 22,493 
Adjusted operating income (loss)$49,501 $53,009 $(22,449)$80,061 
Operating income margin8.1 %13.1 %6.2 %
Adjusted operating income margin9.2 %13.5 %8.6 %
Q2 FY21 YTD
Operating income (loss)$65,696 $(18,630)$(30,829)$16,237 
Non-GAAP adjustments(1)
4,491 60,994 5,125 70,610 
Adjusted operating income (loss)$70,187 $42,364 $(25,704)$86,847 
Operating income (loss) margin11.7 %(4.0)%1.6 %
Adjusted operating income margin12.5 %9.1 %8.5 %

(1) See accompanying table "Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS"






















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
10


THE HAIN CELESTIAL GROUP, INC.
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
(unaudited and in thousands, except per share amounts)
Second Quarter
2022 GAAPAdjustments2022 Adjusted2021 GAAPAdjustments2021 Adjusted
Net sales$476,941 $— $476,941 $528,418 $— $528,418 
Cost of sales359,646 (15)359,631 398,453 (3,908)394,545 
Gross profit117,295 15 117,310 129,965 3,908 133,873 
Operating expenses(a)
82,488 (10,895)71,593 111,997 (26,204)85,793 
Productivity and transformation costs2,786 (2,786)— 5,011 (5,011)— 
Operating income32,021 13,696 45,717 12,957 35,123 48,080 
Interest and other (income) expense, net(b)
(6,478)9,136 2,658 1,292 (234)1,058 
Provision for income taxes7,145 1,110 8,255 8,438 2,827 11,265 
   Net income from continuing operations30,889 3,450 34,339 2,151 32,530 34,681 
   Net (loss) income from discontinued operations, net of tax— — — (11)11 — 
Net income30,889 3,450 34,339 2,140 32,541 34,681 
Diluted net income per common share from continuing operations0.33 0.03 0.36 0.02 0.32 0.34 
Diluted net income per common share from discontinued operations— — — — — — 
Diluted net income per common share0.33 0.03 0.36 0.02 0.32 0.34 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses and long-lived asset impairment.
(b)Interest and other (income) expense, net includes interest and other financing expenses, net, unrealized currency (gains) losses, (gain) loss on sale of assets and businesses and other expense, net.















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
11


THE HAIN CELESTIAL GROUP, INC.
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
 (unaudited and in thousands)
Detail of Adjustments:
Q2 FY22Q2 FY21
Inventory write-down$(46)$107 
Plant closure related costs, net(188)476 
Warehouse/manufacturing consolidation and other costs249 3,325 
Cost of sales15 3,908 
Gross profit15 3,908 
Transaction costs, net8,963 1,005 
Litigation expenses1,624 — 
Long-lived asset impairment 303 25,179 
Plant closure related costs, net20 
Operating expenses(a)
10,895 26,204 
Productivity and transformation costs2,786 5,011 
Productivity and transformation costs2,786 5,011 
Operating income13,696 35,123 
Gain on sale of assets(8,656)— 
Loss on sale of businesses— 
Unrealized currency (gains) losses(480)225 
Interest and other (income) expense, net(b)
(9,136)234 
Income tax related adjustments(1,110)(2,827)
Provision for income taxes(1,110)(2,827)
   Net income from continuing operations$3,450 $32,530 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses and long-lived asset impairment.
(b)Interest and other (income) expense, net includes interest and other financing expenses, net, unrealized currency (gains) losses, (gain) loss on sale of assets and businesses and other expense, net.














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
12


THE HAIN CELESTIAL GROUP, INC.
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
(unaudited and in thousands, except per share amounts)
Second Quarter Year to Date
2022 GAAPAdjustments2022 Adjusted2021 GAAPAdjustments2021 Adjusted
Net sales$931,844 $— $931,844 $1,027,045 $— $1,027,045 
Cost of sales709,131 (3,300)705,831 777,916 (5,081)772,835 
Gross profit222,713 3,300 226,013 249,129 5,081 254,210 
Operating expenses(a)
158,572 (12,620)145,952 226,448 (59,085)167,363 
Productivity and transformation costs6,769 (6,769)— 6,444 (6,444)— 
Proceeds from insurance claim(196)196 — — — — 
Operating income57,568 22,493 80,061 16,237 70,610 86,847 
Interest and other (income) expense, net(b)
(5,410)10,605 5,195 2,372 1,588 3,960 
Provision (benefit) for income taxes11,687 4,020 15,707 21,400 (1,735)19,665 
   Net income (loss) from continuing operations50,300 7,868 58,168 (8,630)70,757 62,127 
   Net income (loss) from discontinued operations, net of tax— — — 11,255 (11,255)— 
Net income50,300 7,868 58,168 2,625 59,502 62,127 
Diluted net income (loss) per common share from continuing operations0.52 0.09 0.61 (0.09)0.71 0.62 
Diluted net income (loss) per common share from discontinued operations— — — 0.11 (0.11)— 
Diluted net income per common share0.52 0.09 0.61 0.02 0.60 0.62 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses and long-lived asset impairment.
(b)Interest and other (income) expense, net includes interest and other financing expenses, net, unrealized currency (gains) losses, (gain) loss on sale of assets and businesses and other expense, net.















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
13


THE HAIN CELESTIAL GROUP, INC.
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
 (unaudited and in thousands)
Detail of Adjustments:
Q2 FY22 YTDQ2 FY21 YTD
Inventory write-down$(46)$311 
Plant closure related costs, net808 1,055 
Warehouse/manufacturing consolidation and other costs2,538 3,715 
Cost of sales3,300 5,081 
Gross profit3,300 5,081 
Transaction costs, net8,732 1,374 
Litigation expenses3,580 — 
Long-lived asset impairment 303 57,676 
Plant closure related costs, net35 
Operating expenses(a)
12,620 59,085 
Productivity and transformation costs6,769 6,444 
Productivity and transformation costs6,769 6,444 
Proceeds from insurance claim(196)— 
Proceeds from insurance claim(196)— 
Operating income22,493 70,610 
Gain on sale of assets(9,102)— 
Gain on sale of businesses— (611)
Unrealized currency gains(1,503)(977)
Interest and other (income) expense, net(b)
(10,605)(1,588)
Income tax related adjustments(4,020)1,735 
Provision (benefit) for income taxes(4,020)1,735 
   Net income from continuing operations$7,868 $70,757 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses and long-lived asset impairment.
(b)Interest and other (income) expense, net includes interest and other financing expenses, net, unrealized currency (gains) losses, (gain) loss on sale of assets and businesses and other expense, net.














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
14


THE HAIN CELESTIAL GROUP, INC.
Adjusted Net Sales Growth
(unaudited and in thousands)
Q2 FY22North AmericaInternationalHain Consolidated
Net sales$275,014 $201,927 $476,941 
Acquisitions, divestitures and discontinued brands(349)— (349)
Impact of foreign currency exchange(1,008)(99)(1,107)
Net sales on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands $273,657 $201,828 $475,485 
Q2 FY21
Net sales $282,612 $245,806 $528,418 
Divestitures and discontinued brands(10,353)(31,657)(42,010)
Net sales adjusted for divestitures and discontinued brands $272,259 $214,149 $486,408 
Net sales decline(2.7)%(17.9)%(9.7)%
Impact of acquisitions, divestitures and discontinued brands3.6 %12.1 %7.7 %
Impact of foreign currency exchange(0.4)%0.0%(0.2)%
Net sales growth (decline) on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands 0.5 %(5.8)%(2.2)%
Q2 FY22 YTDNorth AmericaInternationalHain Consolidated
Net sales$540,539 $391,305 $931,844 
Acquisitions, divestitures and discontinued brands(527)— (527)
Impact of foreign currency exchange(2,727)(8,368)(11,095)
Net sales on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands $537,285 $382,937 $920,222 
Q2 FY21 YTD
Net sales$563,280 $463,765 $1,027,045 
Divestitures and discontinued brands(23,974)(71,287)(95,261)
Net sales adjusted for divestitures and discontinued brands $539,306 $392,478 $931,784 
Net sales decline(4.0)%(15.6)%(9.3)%
Impact of acquisitions, divestitures and discontinued brands4.1 %15.0 %9.1 %
Impact of foreign currency exchange(0.5)%(1.8)%(1.1)%
Net sales decline on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands (0.4)%(2.4)%(1.3)%






















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
15


THE HAIN CELESTIAL GROUP, INC.
Adjusted EBITDA
(unaudited and in thousands)
Second QuarterSecond Quarter Year to Date
2022202120222021
Net income$30,889 $2,140 $50,300 $2,625 
Net (loss) income from discontinued operations, net of tax— (11)— 11,255 
Net income (loss) from continuing operations$30,889 $2,151 $50,300 $(8,630)
Depreciation and amortization10,903 11,193 21,758 24,954 
Equity in net loss of equity-method investees465 1,076 991 1,095 
Interest expense, net1,685 1,300 2,831 3,454 
Provision for income taxes7,145 8,438 11,687 21,400 
Stock-based compensation4,156 3,823 8,443 8,190 
Unrealized currency (gains) losses(480)225 (1,503)(977)
Litigation and related costs
Litigation expenses1,624 — 3,580 — 
Proceeds from insurance claim— — (196)— 
Restructuring activities
Plant closure related costs, net(183)813 (4)
Productivity and transformation costs2,247 4,358 5,451 5,139 
Warehouse/manufacturing consolidation and other costs249 3,325 2,538 3,715 
Acquisitions, divestitures and other
Transaction costs, net8,963 1,005 8,732 1,374 
Gain on sale of assets(8,656)— (9,102)— 
Loss (gain) on sale of businesses— — (611)
Impairment charges
Inventory write-down(46)107 (46)311 
Long-lived asset impairment303 25,179 303 57,676 
Adjusted EBITDA$59,264 $62,191 $106,580 $117,086 















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
16


THE HAIN CELESTIAL GROUP, INC.
Adjusted EBITDA and Adjusted EBITDA Margin by Segment
(unaudited and in thousands)
Q2 FY22North AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$27,162 $27,368 $(22,509)$32,021 
Depreciation and amortization3,654 6,295 954 10,903 
Stock-based compensation778 346 3,032 4,156 
Transaction costs, net43 — 8,920 8,963 
Litigation expenses— — 1,624 1,624 
Plant closure related costs, net122 (305)— (183)
Productivity and transformation costs1,577 255 415 2,247 
Warehouse/manufacturing consolidation and other costs106 143 — 249 
Inventory write-down(46)— — (46)
Long-lived asset impairment— 303 — 303 
Other(59)(106)(808)(973)
Adjusted EBITDA$33,337 $34,299 $(8,372)$59,264 
Net sales$275,014 $201,927 $476,941 
Adjusted EBITDA margin12.1 %17.0 %12.4 %
Q2 FY21North AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$32,440 $(2,741)$(16,742)$12,957 
Depreciation and amortization4,117 6,418 658 11,193 
Stock-based compensation855 369 2,599 3,823 
Transaction costs, net(21)18 1,008 1,005 
Plant closure related costs, net29 (27)— 
Productivity and transformation costs772 2,511 1,075 4,358 
Warehouse/manufacturing consolidation and other costs1,622 1,703 — 3,325 
Inventory write-down107 — — 107 
Long-lived asset impairment— 23,596 1,583 25,179 
Other(321)326 237 242 
Adjusted EBITDA$39,600 $32,173 $(9,582)$62,191 
Net sales$282,612 $245,806 $528,418 
Adjusted EBITDA margin14.0 %13.1 %11.8 %















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
17


THE HAIN CELESTIAL GROUP, INC.
Adjusted EBITDA and Adjusted EBITDA Margin by Segment
(unaudited and in thousands)
Q2 FY22 YTDNorth AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$44,004 $51,437 $(37,873)$57,568 
Depreciation and amortization7,396 12,705 1,657 21,758 
Stock-based compensation1,414 1,067 5,962 8,443 
Transaction costs, net(298)— 9,030 8,732 
Litigation expenses— — 3,580 3,580 
Proceeds from insurance claim— — (196)(196)
Plant closure related costs, net1,118 (305)— 813 
Productivity and transformation costs3,202 554 1,695 5,451 
Warehouse/manufacturing consolidation and other costs1,519 1,019 — 2,538 
Inventory write-down(46)— — (46)
Long-lived asset impairment— 303 — 303 
Other(870)(47)(1,447)(2,364)
Adjusted EBITDA$57,439 $66,733 $(17,592)$106,580 
Net sales$540,539 $391,305 $931,844 
Adjusted EBITDA margin10.6 %17.1 %11.4 %
Q2 FY21 YTDNorth AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$65,696 $(18,630)$(30,829)$16,237 
Depreciation and amortization8,262 15,281 1,411 24,954 
Stock-based compensation1,719 1,044 5,427 8,190 
Transaction costs, net(72)86 1,360 1,374 
Plant closure related costs, net(28)24 — (4)
Productivity and transformation costs1,377 2,888 874 5,139 
Warehouse/manufacturing consolidation and other costs1,822 1,893 — 3,715 
Inventory write-down311 — — 311 
Long-lived asset impairment(11)56,104 1,583 57,676 
Other(354)188 (340)(506)
Adjusted EBITDA$78,722 $58,878 $(20,514)$117,086 
Net sales$563,280 $463,765 $1,027,045 
Adjusted EBITDA margin14.0 %12.7 %11.4 %















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
18


THE HAIN CELESTIAL GROUP, INC.
Operating Free Cash Flow
(unaudited and in thousands)
Second QuarterSecond Quarter Year to Date
2022202120222021
Net cash provided by operating activities from continuing operations$30,445 $63,861 $68,031 $104,530 
Purchases of property, plant and equipment(10,186)(17,516)(27,996)(29,671)
Operating free cash flow from continuing operations$20,259 $46,345 $40,035 $74,859 















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
19

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Ticker: HAIN
CIK: 910406
Form Type: 8-K Corporate News
Accession Number: 0000910406-22-000012
Submitted to the SEC: Thu Feb 03 2022 7:14:50 AM EST
Accepted by the SEC: Thu Feb 03 2022
Period: Thursday, February 3, 2022
Industry: Food And Kindred Products
Events:
  1. Earnings Release
  2. Financial Exhibit

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