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Hain Celestial Group Inc (HAIN) SEC Filing 8-K Material Event for the period ending Thursday, May 5, 2022

Hain Celestial Group Inc

CIK: 910406 Ticker: HAIN

Exhibit 99.1

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

Total Net Sales Increased 2.1%; North America Net Sales Increased 13.3%

EPS of $0.27; Adjusted EPS of $0.33

Multiple Actions Being Taken to Offset Input Cost Inflation and Improve Margins

Lake Success, NY, May 5, 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 third quarter ended March 31, 2022.

Mark L. Schiller, Hain Celestial’s President and Chief Executive Officer, commented, “Despite a very challenging quarter, we are pleased to see underlying strength in our brands and accelerating topline growth in Q3, while navigating supply chain and labor disruptions and escalating inflationary costs. Consumption growth in the U.S. was extremely strong and is expected to continue into the fourth quarter. To offset cost pressures and deliver sequential margin improvement in Q4, we have increased prices and are delivering additional supply chain productivity initiatives. The team remains confident in our Hain 3.0 strategy and laser-focused on delivering accelerating top line and long-term profitable growth.”

FINANCIAL HIGHLIGHTS*

Summary of Third Quarter Results from Continuing Operations Compared to the Prior Year Period

Net sales increased 2.1% to $502.9 million compared to the prior year period.
When adjusted for foreign exchange, acquisitions, divestitures and discontinued brands, net sales increased 1.5% compared to the prior year period.
Gross profit margin of 23.0%, a 340 basis point decrease from the prior year period.
Adjusted gross profit margin of 23.4%, a 400 basis point decrease from the prior year period.
Operating income of $35.2 million compared to $49.6 million in the prior year period.
Adjusted operating income of $42.4 million compared to $59.7 million in the prior year period.
Net income of $24.5 million compared to $34.3 million in the prior year period.
Adjusted net income of $29.7 million compared to $44.7 million in prior year period.
Adjusted EBITDA of $58.7 million compared to $73.8 million in the prior year period.
Adjusted EBITDA margin of 11.7%, a 330 basis point decrease compared to the prior year period.
Earnings per diluted share (“EPS”) of $0.27 compared to $0.34 in the prior year period.
Adjusted EPS of $0.33 compared to $0.44 in the prior year period.
Repurchased 3.6 million shares, or 3.8% of the outstanding common stock, at an average price of $36.48 per share.





___________________________________________________
* Notes:
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.
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 third quarter were $325.7 million, an increase of 13% compared to the prior year period. When adjusted for foreign exchange, acquisitions, divestitures and discontinued brands, net sales increased by approximately 9% from the prior year period mainly due to stronger sales in the snacks, baby and personal care categories.

Segment gross profit in the third quarter was $75.2 million, a 4% decrease from the prior year period. Adjusted gross profit was $77.1 million, a decrease of 6% from the prior year period. Gross margin was 23.1%, a 420 basis point decrease from the prior year period, and adjusted gross margin was 23.7%, a 480 basis point decrease from the prior year period. The decrease was mainly driven by higher inflation, including increased distribution and warehousing costs, compared to the prior year period.

Segment operating income in the third quarter was $28.5 million, a 28% decrease from the prior year period. Adjusted operating income was $31.4 million, a 29% decrease resulting primarily from inflationary and supply chain challenges above and beyond the level we were able to price for (such as continued industry-wide distribution and warehousing cost pressures driven by labor shortages, freight carrier availability and other freight cost issues) and lower net sales in the Canada operating segment when compared to the prior year period.

Adjusted EBITDA in the third quarter was $37.3 million, a 23% decrease from the prior year period. As a percentage of net sales, North America adjusted EBITDA margin was 11.4%, a 540 basis point decrease from the prior year period.

International
International net sales in the third quarter were $177.2 million, a decrease of 14% compared to the prior year period. Foreign exchange and divestitures reduced third quarter net sales by 360 and 180 basis points, respectively. When adjusted for foreign exchange and divestitures, net sales decreased 8% compared to the prior year period mainly due to a decline in the Europe and United Kingdom operating segments, partially offset by an increase in sales in the Ella's Kitchen UK operating segment.

Segment gross profit in the third quarter was $40.5 million, a 21% decrease from the prior year period. Adjusted gross profit was $40.6 million, a decrease of 24% from the prior year period. Gross margin was 22.8%, a 220 basis point decrease from the prior year period, and adjusted gross margin was 22.9%, a 310 basis point decrease from the prior year period. The decrease in gross profit was mainly due to the aforementioned decrease in sales and higher energy and supply chain costs compared to the prior year period.

Segment operating income in the third quarter was $18.3 million, a 32% decrease from the prior year period. Adjusted operating income was $18.8 million, a decrease of 36% from the prior year period. The decrease in operating income was mainly due to lower gross profit resulting from a decline in sales, as well as higher energy and supply chain costs, when compared to the prior year period.

Adjusted EBITDA in the third quarter was $26.5 million, a 28% decrease from the prior year period. As a percentage of net sales, International adjusted EBITDA margin was 14.9%, a 300 basis point decrease from the prior year period.

CAPITAL MANAGEMENT

As previously disclosed, the Board of Directors of the Company approved an additional $200 million share repurchase authorization in February 2022. Share repurchases under this authorization commenced in February 2022, after the Company’s $300 million authorization was 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 third quarter of fiscal year 2022, the Company repurchased 3.6 million shares, or 3.8% of the outstanding common stock, at an average price of $36.48 per share for a total of $130.4 million, excluding commissions. As of March 31, 2022, the Company had $186.6 million remaining under its $200 million authorization.


















The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
2


GUIDANCE

For the fourth quarter fiscal year 2022, compared to the prior year period, the Company expects:
Low to mid single digit adjusted net sales growth supported by double digit growth in North America,
Modest adjusted gross margin reduction, and
Adjusted EBITDA down low to mid single digits (including approximately 300 basis points of foreign exchange headwind).

The Company updates its adjusted net sales and adjusted EBITDA guidance for full fiscal year 2022 compared to fiscal year 2021 and now expects:
Approximately flat adjusted net sales,
Modest adjusted gross margin reduction, and a
Low double digit adjusted EBITDA decline.

Notes: Adjusted net sales is defined as adjusted for the impact of foreign currency changes, acquisitions, divestitures, and discontinued brands. All references in this “Guidance” section to growth or declines in adjusted net sales or adjusted EBITDA compared to a prior year 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, Inc. (Nasdaq: HAIN) is a leading organic and natural products company that has been committed to creating A Healthier Way of Life® since 1993. Headquartered in Lake Success, NY with operations in North America, Europe, Asia and the Middle East, Hain Celestial’s food and beverage brands include Celestial Seasonings®, Clarks™, Cully & Sully®, Earth’s Best®, Ella’s Kitchen®, Frank Cooper’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®. Hain Celestial’s personal care brands include Alba Botanica®, Avalon Organics®, JASON®, Live Clean® and Queen Helene® brands. For more information, visit hain.com.

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; supply chain disruptions, cybersecurity risks and other risks arising from the war in Ukraine; disruption of operations at our manufacturing facilities; reliance on independent contract manufacturers; changes to consumer preferences; customer concentration; 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














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


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; 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 before net interest expense, income taxes, depreciation and amortization, equity in net loss (income) of equity-method investees, stock-based compensation, net, 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 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














The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042
516-587-5000 • www.hain.com
4


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. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited and in thousands)
March 31, 2022June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents$57,808 $75,871 
Accounts receivable, net158,734 174,066 
Inventories294,428 285,410 
Prepaid expenses and other current assets45,308 39,834 
Assets held for sale3,313 1,874 
Total current assets559,591 577,055 
Property, plant and equipment, net312,819 312,777 
Goodwill950,820 871,067 
Trademarks and other intangible assets, net492,939 314,895 
Investments and joint ventures16,056 16,917 
Operating lease right-of-use assets, net88,636 92,010 
Other assets20,619 21,187 
Total assets$2,441,480 $2,205,908 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$176,699 $171,947 
Accrued expenses and other current liabilities98,181 117,957 
Current portion of long-term debt7,774 530 
Total current liabilities282,654 290,434 
Long-term debt, less current portion827,771 230,492 
Deferred income taxes 86,120 42,639 
Operating lease liabilities, noncurrent portion81,379 85,929 
Other noncurrent liabilities19,512 33,531 
Total liabilities 1,297,436 683,025 
Stockholders' equity:
Common stock1,111 1,096 
Additional paid-in capital1,199,804 1,187,530 
Retained earnings766,056 691,225 
Accumulated other comprehensive loss(110,350)(73,011)
1,856,621 1,806,840 
Less: Treasury stock(712,577)(283,957)
Total stockholders' equity1,144,044 1,522,883 
Total liabilities and stockholders' equity$2,441,480 $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. AND SUBSIDIARIES
 Consolidated Statements of Operations
 (unaudited and in thousands, except per share amounts)
Third QuarterThird Quarter Year to Date
2022202120222021
Net sales$502,939 $492,604 $1,434,783 $1,519,649 
Cost of sales387,236 362,698 1,096,367 1,140,614 
Gross profit115,703 129,906 338,416 379,035 
Selling, general and administrative expenses75,750 74,325 229,875 238,471 
Amortization of acquired intangible assets3,110 2,145 7,254 6,771 
Productivity and transformation costs1,679 4,451 8,448 10,895 
Proceeds from insurance claim— (592)(196)(592)
Long-lived asset and intangibles impairment— — 303 57,676 
Operating income35,164 49,577 92,732 65,814 
Interest and other financing expense, net3,224 2,030 7,672 6,820 
Other (income) expense, net(712)1,566 (10,570)(852)
Income from continuing operations before income taxes and equity in net loss (income) of equity-method investees32,652 45,981 95,630 59,846 
Provision for income taxes7,738 11,797 19,425 33,197 
Equity in net loss (income) of equity-method investees383 (70)1,374 1,025 
Net income from continuing operations$24,531 $34,254 $74,831 $25,624 
Net income from discontinued operations, net of tax— — — 11,255 
Net income$24,531 $34,254 $74,831 $36,879 
Net income per common share:
Basic net income per common share from continuing operations$0.27 $0.34 $0.80 $0.25 
Basic net income per common share from discontinued operations— — — 0.11 
Basic net income per common share$0.27 $0.34 $0.80 $0.36 
Diluted net income per common share from continuing operations$0.27 $0.34 $0.79 $0.25 
Diluted net income per common share from discontinued operations— — — 0.11 
Diluted net income per common share$0.27 $0.34 $0.79 $0.36 
Shares used in the calculation of net income per common share:
Basic91,139 99,831 94,099 100,502 
Diluted91,310 101,596 94,519 101,385 
















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


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
 Consolidated Statements of Cash Flows
 (unaudited and in thousands)
 Third QuarterThird Quarter Year to Date
 2022202120222021
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$24,531 $34,254 $74,831 $36,879 
Net income from discontinued operations— — — 11,255 
Net income from continuing operations24,531 34,254 74,831 25,624 
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization12,638 12,814 34,396 37,768 
Deferred income taxes10,645 3,124 7,374 3,216 
Equity in net loss (income) of equity-method investees383 (70)1,374 1,025 
Stock-based compensation, net3,846 3,698 12,289 11,888 
Long-lived asset and intangibles impairment— — 303 57,676 
Loss (gain) on sale of assets52 — (8,869)— 
Loss on sale of businesses— 1,828 — 1,217 
Other non-cash items, net(669)431 (2,155)(723)
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable1,780 (11,198)14,150 (20,721)
Inventories(6,844)(1,792)(4,371)(60,304)
Other current assets(5,870)769 (10,996)56,487 
Other assets and liabilities(4,481)85 (2,705)(952)
Accounts payable and accrued expenses(4,856)(1,956)(16,435)34,316 
Net cash provided by operating activities from continuing operations31,155 41,987 99,186 146,517 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment(5,943)(23,391)(33,939)(53,062)
Acquisitions of businesses, net of cash acquired(5,905)— (260,474)— 
Investment in joint venture(100)(263)(614)(694)
Proceeds from sale of assets22 — 10,756 — 
Proceeds from sale of businesses, net and other— 22,930 — 27,788 
Net cash used in investing activities from continuing operations(11,926)(724)(284,271)(25,968)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under bank revolving credit facility138,000 56,000 678,000 206,000 
Repayments under bank revolving credit facility(40,000)(94,000)(370,000)(231,000)
Borrowings under term loan— — 300,000 — 
Repayments under term loan(1,875)— (1,875)— 
Payments of other debt, net(47)(206)(3,232)(1,917)
Share repurchases(130,472)(8,562)(397,405)(80,298)
Employee shares withheld for taxes(1,597)(2,018)(32,630)(3,741)
Net cash (used in) provided by financing activities from continuing operations(35,991)(48,786)172,858 (110,956)
Effect of exchange rate changes on cash from continuing operations(2,632)(84)(5,836)5,650 
Net (decrease) increase in cash and cash equivalents(19,394)(7,607)(18,063)15,243 
Cash and cash equivalents at beginning of period77,202 60,621 75,871 37,771 
Cash and cash equivalents at end of period$57,808 $53,014 $57,808 $53,014 
















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


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Net Sales, Gross Profit and Operating Income (Loss) by Segment
(unaudited and in thousands)
North AmericaInternationalCorporate/OtherHain Consolidated
Net Sales
Net sales - Q3 FY22$325,742 $177,197 $— $502,939 
Net sales - Q3 FY21$287,500 $205,104 $— $492,604 
% change - FY22 net sales vs. FY21 net sales13.3 %(13.6)%2.1 %
Gross Profit
Q3 FY22
Gross profit$75,233 $40,470 $— $115,703 
Non-GAAP adjustments(1)
1,836 97 — 1,933 
Adjusted gross profit$77,069 $40,567 $— $117,636 
Gross margin23.1 %22.8 %23.0 %
Adjusted gross margin23.7 %22.9 %23.4 %
Q3 FY21
Gross profit$78,513 $51,393 $— $129,906 
Non-GAAP adjustments(1)
3,272 1,954 — 5,226 
Adjusted gross profit$81,785 $53,347 $— $135,132 
Gross margin27.3 %25.1 %26.4 %
Adjusted gross margin28.4 %26.0 %27.4 %
Operating income (loss)
Q3 FY22
Operating income (loss)$28,526 $18,303 $(11,665)$35,164 
Non-GAAP adjustments(1)
2,857 504 3,918 7,279 
Adjusted operating income (loss)$31,383 $18,807 $(7,747)$42,443 
Operating income margin8.8 %10.3 %7.0 %
Adjusted operating income margin9.6 %10.6 %8.4 %
Q3 FY21
Operating income (loss)$39,492 $26,774 $(16,689)$49,577 
Non-GAAP adjustments(1)
4,438 2,798 2,856 10,092 
Adjusted operating income (loss)$43,930 $29,572 $(13,833)$59,669 
Operating income margin13.7 %13.1 %10.1 %
Adjusted operating income margin15.3 %14.4 %12.1 %

(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. AND SUBSIDIARIES
Net Sales, Gross Profit and Operating Income (Loss) by Segment
(unaudited and in thousands)
North AmericaInternationalCorporate/OtherHain Consolidated
Net Sales
Net sales - Q3 FY22 YTD$866,281 $568,502 $— $1,434,783 
Net sales - Q3 FY21 YTD$850,780 $668,869 $— $1,519,649 
% change - FY22 net sales vs. FY21 net sales1.8 %(15.0)%(5.6)%
Gross Profit
Q3 FY22 YTD
Gross profit$199,763 $138,653 $— $338,416 
Non-GAAP adjustments(1)
4,429 804 — 5,233 
Adjusted gross profit$204,192 $139,457 $— $343,649 
Gross margin23.1 %24.4 %23.6 %
Adjusted gross margin23.6 %24.5 %24.0 %
Q3 FY21 YTD
Gross profit$231,813 $147,222 $— $379,035 
Non-GAAP adjustments(1)
6,438 3,869 — 10,307 
Adjusted gross profit$238,251 $151,091 $— $389,342 
Gross margin27.2 %22.0 %24.9 %
Adjusted gross margin28.0 %22.6 %25.6 %
Operating income (loss)
Q3 FY22 YTD
Operating income (loss)$72,530 $69,740 $(49,538)$92,732 
Non-GAAP adjustments(1)
8,354 2,076 19,342 29,772 
Adjusted operating income (loss)$80,884 $71,816 $(30,196)$122,504 
Operating income margin8.4 %12.3 %6.5 %
Adjusted operating income margin9.3 %12.6 %8.5 %
Q3 FY21 YTD
Operating income (loss)$105,188 $8,144 $(47,518)$65,814 
Non-GAAP adjustments(1)
8,929 63,792 7,981 80,702 
Adjusted operating income (loss)$114,117 $71,936 $(39,537)$146,516 
Operating income margin12.4 %1.2 %4.3 %
Adjusted operating income margin13.4 %10.8 %9.6 %

(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. AND SUBSIDIARIES
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
(unaudited and in thousands, except per share amounts)
Third Quarter
2022 GAAPAdjustments2022 Adjusted2021 GAAPAdjustments2021 Adjusted
Net sales$502,939 $— $502,939 $492,604 $— $492,604 
Cost of sales387,236 (1,933)385,303 362,698 (5,226)357,472 
Gross profit115,703 1,933 117,636 129,906 5,226 135,132 
Operating expenses(a)
78,860 (3,667)75,193 76,470 (1,007)75,463 
Productivity and transformation costs1,679 (1,679)— 4,451 (4,451)— 
Proceeds from insurance claim— — — (592)592 — 
Operating income35,164 7,279 42,443 49,577 10,092 59,669 
Interest and other expense (income), net(b)
2,512 539 3,051 3,596 (2,346)1,250 
Provision for income taxes7,738 1,533 9,271 11,797 1,950 13,747 
Net income24,531 5,207 29,738 34,254 10,488 44,742 
Diluted net income per common share0.27 0.06 0.33 0.34 0.10 0.44 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses.
(b)Interest and other expense (income), net includes interest and other financing expenses, net, unrealized currency (gains) losses, 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. AND SUBSIDIARIES
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
 (unaudited and in thousands)
Detail of Adjustments:
Q3 FY22Q3 FY21
Plant closure related costs, net$83 $1,666 
Transaction and integration costs, net1,756 — 
Warehouse/manufacturing consolidation and other costs94 3,560 
Cost of sales1,933 5,226 
Gross profit1,933 5,226 
Transaction and integration costs, net1,663 102 
Litigation expenses2,005 644 
Plant closure related costs, net(1)(2)
Warehouse/manufacturing consolidation and other costs— 263 
Operating expenses(a)
3,667 1,007 
Productivity and transformation costs1,679 4,451 
Productivity and transformation costs1,679 4,451 
Proceeds from insurance claim— (592)
Proceeds from insurance claim— (592)
Operating income7,279 10,092 
Loss on sale of assets55 — 
Loss on sale of businesses— 1,904 
Unrealized currency (gains) losses(594)442 
Interest and other expense (income), net(b)
(539)2,346 
Income tax related adjustments(1,533)(1,950)
Provision for income taxes(1,533)(1,950)
   Net income$5,207 $10,488 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses.
(b)Interest and other expense (income), net includes interest and other financing expenses, net, unrealized currency (gains) losses, 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. AND SUBSIDIARIES
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
(unaudited and in thousands, except per share amounts)
Third Quarter Year to Date
2022 GAAPAdjustments2022 Adjusted2021 GAAPAdjustments2021 Adjusted
Net sales$1,434,783 $— $1,434,783 $1,519,649 $— $1,519,649 
Cost of sales1,096,367 (5,233)1,091,134 1,140,614 (10,307)1,130,307 
Gross profit338,416 5,233 343,649 379,035 10,307 389,342 
Operating expenses(a)
237,432 (16,287)221,145 302,918 (60,092)242,826 
Productivity and transformation costs8,448 (8,448)— 10,895 (10,895)— 
Proceeds from insurance claim(196)196 — (592)592 — 
Operating income92,732 29,772 122,504 65,814 80,702 146,516 
Interest and other (income) expense, net(b)
(2,898)11,144 8,246 5,968 (758)5,210 
Provision for income taxes19,425 5,553 24,978 33,197 215 33,412 
Net income from continuing operations74,831 13,075 87,906 25,624 81,245 106,869 
Net income (loss) from discontinued operations, net of tax— — — 11,255 (11,255)— 
Net income74,831 13,075 87,906 36,879 69,990 106,869 
Diluted net income per common share from continuing operations0.79 0.14 0.93 0.25 0.80 1.05 
Diluted net income (loss) per common share from discontinued operations— — — 0.11 (0.11)— 
Diluted net income per common share0.79 0.14 0.93 0.36 0.69 1.05 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses and long-lived asset and intangibles impairment.
(b)Interest and other (income) expense, net includes interest and other financing expenses, net, unrealized currency gains, (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. AND SUBSIDIARIES
 Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income and Adjusted EPS
 (unaudited and in thousands)
Detail of Adjustments:
Q3 FY22 YTDQ3 FY21 YTD
Inventory write-down$(46)$311 
Plant closure related costs, net891 2,721 
Transaction and integration costs, net1,756 — 
Warehouse/manufacturing consolidation and other costs2,632 7,275 
Cost of sales5,233 10,307 
Gross profit5,233 10,307 
Transaction and integration costs, net10,395 1,476 
Litigation expenses5,585 644 
Long-lived asset and intangibles impairment303 57,676 
Plant closure related costs, net33 
Warehouse/manufacturing consolidation and other costs— 263 
Operating expenses(a)
16,287 60,092 
Productivity and transformation costs8,448 10,895 
Productivity and transformation costs8,448 10,895 
Proceeds from insurance claim(196)(592)
Proceeds from insurance claim(196)(592)
Operating income29,772 80,702 
Gain on sale of assets(9,047)— 
Loss on sale of businesses— 1,293 
Unrealized currency gains(2,097)(535)
Interest and other (income) expense, net(b)
(11,144)758 
Income tax related adjustments(5,553)(215)
Provision for income taxes(5,553)(215)
   Net income from continuing operations$13,075 $81,245 

(a)Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses and long-lived asset and intangibles impairment.
(b)Interest and other (income) expense, net includes interest and other financing expenses, net, unrealized currency gains, (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. AND SUBSIDIARIES
Adjusted Net Sales Growth
(unaudited and in thousands)
Q3 FY22North AmericaInternationalHain Consolidated
Net sales$325,742 $177,197 $502,939 
Acquisitions, divestitures and discontinued brands(25,232)— (25,232)
Impact of foreign currency exchange30 7,301 7,331 
Net sales on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands $300,540 $184,498 $485,038 
Q3 FY21
Net sales $287,500 $205,104 $492,604 
Divestitures and discontinued brands(10,562)(4,224)(14,786)
Net sales adjusted for divestitures and discontinued brands $276,938 $200,880 $477,818 
Net sales growth (decline)13.3 %(13.6)%2.1 %
Impact of acquisitions, divestitures and discontinued brands(4.8)%1.8 %(2.1)%
Impact of foreign currency exchange— 3.6 %1.5 %
Net sales growth (decline) on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands 8.5 %(8.2)%1.5 %
Q3 FY22 YTDNorth AmericaInternationalHain Consolidated
Net sales$866,281 $568,502 $1,434,783 
Acquisitions, divestitures and discontinued brands(25,759)— (25,759)
Impact of foreign currency exchange(2,697)(1,067)(3,764)
Net sales on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands $837,825 $567,435 $1,405,260 
Q3 FY21 YTD
Net sales$850,780 $668,869 $1,519,649 
Divestitures and discontinued brands(34,536)(75,511)(110,047)
Net sales adjusted for divestitures and discontinued brands $816,244 $593,358 $1,409,602 
Net sales growth (decline)1.8 %(15.0)%(5.6)%
Impact of acquisitions, divestitures and discontinued brands1.1 %10.8 %5.5 %
Impact of foreign currency exchange(0.3)%(0.2)%(0.2)%
Net sales growth (decline) on a constant currency basis adjusted for acquisitions, divestitures and discontinued brands 2.6 %(4.4)%(0.3)%






















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


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Adjusted EBITDA
(unaudited and in thousands)
Third QuarterThird Quarter Year to Date
2022202120222021
Net income$24,531 $34,254 $74,831 $36,879 
Net income from discontinued operations, net of tax— — — 11,255 
Net income from continuing operations$24,531 $34,254 $74,831 $25,624 
Depreciation and amortization12,638 12,814 34,396 37,768 
Equity in net loss (income) of equity-method investees383 (70)1,374 1,025 
Interest expense, net2,846 1,327 5,677 4,781 
Provision for income taxes7,738 11,797 19,425 33,197 
Stock-based compensation, net3,846 3,698 12,289 11,888 
Unrealized currency (gains) losses(594)442 (2,097)(535)
Litigation and related costs
Litigation expenses2,005 644 5,585 644 
Proceeds from insurance claim— (592)(196)(592)
Restructuring activities
Plant closure related costs, net82 21 895 17 
Productivity and transformation costs1,626 3,813 7,077 8,952 
Warehouse/manufacturing consolidation and other costs94 3,598 2,632 7,313 
Acquisitions, divestitures and other
Transaction and integration costs, net3,419 102 12,151 1,476 
Loss (gain) on sale of assets55 — (9,047)— 
Loss on sale of businesses— 1,904 — 1,293 
Impairment charges
Inventory write-down— — (46)311 
Long-lived asset and intangibles impairment— — 303 57,676 
Adjusted EBITDA$58,669 $73,752 $165,249 $190,838 















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


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Adjusted EBITDA and Adjusted EBITDA Margin by Segment
(unaudited and in thousands)
Q3 FY22North AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$28,526 $18,303 $(11,665)$35,164 
Depreciation and amortization5,062 7,099 477 12,638 
Stock-based compensation, net921 394 2,531 3,846 
Transaction and integration costs, net1,724 — 1,695 3,419 
Litigation expenses— — 2,005 2,005 
Plant closure related costs, net79 — 82 
Productivity and transformation costs1,054 407 165 1,626 
Warehouse/manufacturing consolidation and other costs— 94 — 94 
Other(81)169 (293)(205)
Adjusted EBITDA$37,285 $26,469 $(5,085)$58,669 
Net sales $325,742 $177,197 $502,939 
Adjusted EBITDA margin 11.4 %14.9 %11.7 %
Q3 FY21North AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$39,492 $26,774 $(16,689)$49,577 
Depreciation and amortization4,432 7,688 694 12,814 
Stock-based compensation, net849 179 2,670 3,698 
Transaction and integration costs, net— — 102 102 
Litigation expenses— — 644 644 
Proceeds from insurance claim— — (592)(592)
Plant closure related costs, net21 — — 21 
Productivity and transformation costs1,129 621 2,063 3,813 
Warehouse/manufacturing consolidation and other costs2,591 1,007 — 3,598 
Other(7)477 (393)77 
Adjusted EBITDA$48,507 $36,746 $(11,501)$73,752 
Net sales$287,500 $205,104 $492,604 
Adjusted EBITDA margin16.9 %17.9 %15.0 %















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


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Adjusted EBITDA and Adjusted EBITDA Margin by Segment
(unaudited and in thousands)
Q3 FY22 YTDNorth AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$72,530 $69,740 $(49,538)$92,732 
Depreciation and amortization12,458 19,804 2,134 34,396 
Stock-based compensation, net2,335 1,461 8,493 12,289 
Transaction and integration costs, net1,426 — 10,725 12,151 
Litigation expenses— — 5,585 5,585 
Proceeds from insurance claim— — (196)(196)
Plant closure related costs, net1,197 (302)— 895 
Productivity and transformation costs4,256 961 1,860 7,077 
Warehouse/manufacturing consolidation and other costs1,519 1,113 — 2,632 
Inventory write-down(46)— — (46)
Long-lived asset and intangibles impairment— 303 — 303 
Other(951)122 (1,740)(2,569)
Adjusted EBITDA$94,724 $93,202 $(22,677)$165,249 
Net sales$866,281 $568,502 $1,434,783 
Adjusted EBITDA margin10.9 %16.4 %11.5 %
Q3 FY21 YTDNorth AmericaInternationalCorporate/OtherHain Consolidated
Operating income (loss)$105,188 $8,144 $(47,518)$65,814 
Depreciation and amortization12,693 22,969 2,106 37,768 
Stock-based compensation, net2,568 1,223 8,097 11,888 
Transaction and integration costs, net(72)86 1,462 1,476 
Litigation expenses— — 644 644 
Proceeds from insurance claim— — (592)(592)
Plant closure related costs, net(7)24 — 17 
Productivity and transformation costs2,506 3,509 2,937 8,952 
Warehouse/manufacturing consolidation and other costs4,413 2,900 — 7,313 
Inventory write-down311 — — 311 
Long-lived asset and intangibles impairment(11)56,104 1,583 57,676 
Other(361)664 (732)(429)
Adjusted EBITDA$127,228 $95,623 $(32,013)$190,838 
Net sales$850,780 $668,869 $1,519,649 
Adjusted EBITDA margin15.0 %14.3 %12.6 %















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


THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES
Operating Free Cash Flow
(unaudited and in thousands)
Third QuarterThird Quarter Year to Date
2022202120222021
Net cash provided by operating activities from continuing operations$31,155 $41,987 $99,186 $146,517 
Purchases of property, plant and equipment(5,943)(23,391)(33,939)(53,062)
Operating free cash flow from continuing operations$25,212 $18,596 $65,247 $93,455 















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: 0000910406-22-000024
Submitted to the SEC: Thu May 05 2022 7:10:32 AM EST
Accepted by the SEC: Thu May 05 2022
Period: Thursday, May 5, 2022
Industry: Food And Kindred Products
Events:
  1. Earnings Release
  2. Financial Exhibit

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