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Hain Celestial (HAIN)

Filed: 7 May 20, 7:16am

Exhibit 99.1

haincelestialnewlogoa0.jpg
Hain Celestial Reports Third Quarter Fiscal Year 2020 Financial Results

Third Quarter 2020 Results Exceed Expectations and 2020 Fiscal Year Guidance Raised

Company Returns to Top Line Growth

Bought Back 2.3% of Shares Outstanding During the Third Quarter

Lake Success, NY, May 7, 2020—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, 2020. The results contained herein are presented with the Hain Pure Protein and Tilda operating segments being treated as discontinued operations.

Mark L. Schiller, Hain Celestial’s President and Chief Executive Officer, commented, “I am pleased to be raising our full year guidance for 2020 as third quarter financial performance exceeded our previous guidance and is expected to show continuing strength in the current quarter. With our transformation plan taking hold and food-at-home consumption accelerating, Hain Celestial’s natural and organic product offerings resonated with consumers, resulting in year-over-year growth in third quarter net sales, the first such increase since fiscal 2018.”

Schiller continued, “Across our organization, we are taking necessary safety measures to best manage our business in the current operating environment as we continue to deliver against our transformational strategic plan. I am proud of how Hain associates across the globe rose to the occasion to partner with our valued customers and suppliers to deliver for our consumers and local communities in the face of unprecedented global challenges. As a result of the actions we have taken, we are well positioned to manage through this unprecedented crisis and emerge an even stronger company.”

FINANCIAL HIGHLIGHTS1

Summary of Third Quarter Results from Continuing Operations2
Net sales increased 1% to $553.3 million or 2% on a constant currency basis compared to the prior year period.
When adjusted for Foreign Exchange, Divestitures and Stock Keeping Unit (“SKU”) rationalization3, net sales increased 6% compared to the prior year period.
Gross margin of 23.9%, a 324 basis point increase from the prior year period.
Adjusted gross margin of 24.3%, a 282 basis point increase from the prior year period.
Operating income of $19.1 million compared to $19.0 million in the prior year period.
Adjusted operating income of $45.7 million compared to $34.0 million in the prior year period.
Net income of $25.0 million compared to $8.8 million in the prior year period.
Adjusted net income of $28.8 million compared to $20.2 million in prior year period.
Adjusted EBITDA of $60.7 million compared to $49.1 million in the prior year period.
Adjusted EBITDA margin of 11.0%, a 199 basis point increase compared to the prior year period.
Earnings per diluted share (“EPS”) of $0.24 compared to $0.08 in the prior year period.
Adjusted EPS of $0.28 compared to $0.19 in the prior year period.
Repurchased 2.4 million shares, or 2.3% of the outstanding common stock, at an average price of $23.52 per share.

1This 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 are provided herein in the tables “Reconciliation of GAAP Results to Non-GAAP Measures.”
2Unless otherwise noted all results included in this press release are from continuing operations.
3Refer to “Net Sales Growth at Constant Currency" and "Adjusted for Divestitures and SKU Rationalization” provided herein.















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


SEGMENT HIGHLIGHTS FROM CONTINUING OPERATIONS

Historically, the Company had three reportable segments: United States, United Kingdom and Rest of World. Effective July 1, 2019, the Company reassessed its segment reporting structure, pursuant to which the Company’s Canada and Hain Ventures operating segments, which were included within the Rest of World reportable segment, were moved to the United States reportable segment and renamed the North America segment. Additionally, the Europe operating segment, which was included in the Rest of World reportable segment, was combined with the United Kingdom reportable segment and renamed the International reportable segment. Accordingly, the Company now operates under two reportable segments: North America and International. Prior period segment information included herein has been adjusted to reflect the Company’s new reporting structure.

North America
North America net sales in the third quarter were $320.4 million, an increase of 2% compared to the prior year period. When adjusted for Divestitures and SKU rationalization3, net sales increased 9% from the prior year period.

Segment gross profit in the third quarter was $82.6 million, a 21% increase from the prior year period. Adjusted gross profit was $84.5 million, an increase of 18% from the prior year period. Gross margin was 25.8%, a 415 basis point increase from the prior year period and adjusted gross margin was 26.4%, a 351 basis point increase from the prior year.

Segment operating income in the third quarter was $28.9 million, a 35% increase from the prior year period. Adjusted operating income was $38.1 million, a 44% increase from the prior year period.

Adjusted EBITDA was $42.9 million, a 36% increase from the prior year period. As a percentage of sales on a constant currency basis, North America adjusted EBITDA margin was 13.4%, a 338 basis point increase from the prior year period.

International
International net sales in the third quarter were $232.9 million, flat when compared to the prior year period. When adjusted for Foreign Exchange, Divestitures and SKU rationalization3, net sales increased 2% compared to the prior year period.

Segment gross profit in the third quarter was $49.8 million, a 10% increase from the prior year period. Adjusted gross profit was $49.8 million, an increase of 9% from the prior year period. Gross margin was 21.4%, a 197 basis point increase from the prior year period and adjusted gross margin was 21.4%, a 184 basis point increase from the prior year period.

Segment operating income in the third quarter was $18.7 million, a 6% decrease from the prior year period. Adjusted operating income was $23.2 million, an increase of 11% from the prior year period.

Adjusted EBITDA was $30.9 million, a 7% increase from the prior year period. As a percentage of sales on a constant currency basis, International adjusted EBITDA margin was 13.3%, an 89 basis point increase from the prior year period.

CAPITAL MANAGEMENT

During the month of March, the Company repurchased 2.4 million shares, or 2.3% of the outstanding common stock, at an average price of $23.52 per share for a total of $57.4 million, excluding commissions. As of March 31, 2020, the Company had $192.6 million remaining authorization under the share repurchase program.

SALE OF RUDI’S BAKERY

Effective May 1, 2020, the Company has completed the divestiture of the Rudi’s Gluten Free BakeryTM and Rudi’s Organic Bakery® brands to an affiliate of Promise Gluten Free. Details of the transaction were not disclosed.
FISCAL YEAR 2020 GUIDANCE

The Company now expects all profit metrics for the full year ending June 30, 2020 to be higher than their previously provided ranges as a result of the ongoing execution of our transformation plan and higher food-at-home consumption related to the COVID-19 pandemic. The Company acknowledges that the magnitude and duration of increased















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


demand remains uncertain and a challenge it faces as a result of the pandemic is its ability to maintain the level of supply needed to keep up with the increased demand. Hain Celestial’s outlook assumes its supply chain continues to operate with minimal disruption for the remainder of fiscal 2020. The Company is raising its annual guidance for continuing operations for fiscal year 2020 as follows:

Fiscal Year 2020
ReportedConstant Currency
Adjusted EBITDA$190 Million to $200 Million
$195 Million to $205 Million
% Growth+15% to +21%+18% to +24%
Adjusted EPS$0.75 to $0.82$0.78 to $0.85
% Growth+25% to +37%+30% to +42%

Guidance, where adjusted, is provided on a non-GAAP basis and excludes: acquisition and divestiture related expenses; integration charges; restructuring charges, start-up costs, consulting fees and other costs associated with the Company’s productivity and transformation initiatives; unrealized net foreign currency gains or losses; and other non-recurring items that may be incurred during the Company’s fiscal year 2020, which the Company will continue to identify as it reports its future financial results. Guidance also excludes the impact of any future acquisitions, divestitures, or share repurchases.

The Company cannot reconcile its expected Adjusted EBITDA to net income or adjusted earnings per diluted share to earnings per diluted share under “Fiscal Year 2020 Guidance” without unreasonable effort because certain items that impact net income and other reconciling metrics are out of the Company’s control and/or cannot be reasonably predicted at this time.

Contact:
Katie Turner
ICR
646-277-1228

Webcast Presentation
Hain Celestial will host a conference call and webcast today at 8:30 AM Eastern Time to discuss its results and business outlook. 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 Almond Dream®, Bearitos®, Better Bean®, BluePrint®, Celestial Seasonings®, Clarks™, Coconut Dream®, Cully & Sully®, Danival®, DeBoles®, Earth's Best®, Ella's Kitchen®, Farmhouse Fare™, Frank Cooper's®, Gale's®, Garden of Eatin'®, GG UniqueFiber™, Hain Pure Foods®, Hartley's®, Health Valley®, Imagine™, Johnson's Juice Co.™, Joya®, Lima®, Linda McCartney® (under license), MaraNatha®, Mary Berry (under license), Natumi®, New Covent Garden Soup Co.®, Orchard House®, Rice Dream®, Robertson's®, Sensible Portions®, Spectrum® Organics, Soy Dream®, Sun-Pat®, Sunripe®, Terra®, The Greek Gods®, Walnut Acres®, Yorkshire Provender®, Yves Veggie Cuisine® and William's™. The Company's personal care products are marketed under the Alba Botanica®, Avalon Organics®, Earth's Best®, JASON®, Live Clean® and Queen Helene® brands.

Safe Harbor Statement
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of federal securities laws, including the Private Securities Litigation Reform Act of 1995. Forward-looking statements are predictions based on expectations and projections about future events and are not statements of historical fact. You can identify forward-looking statements by the use of forward-looking terminology such as “plan”, “continue”, “expect”, “anticipate”, “intend”, “predict”, “project”, “estimate”, “likely”, “believe”, “might”, “seek”, “may”, “will”, “remain”, “potential”, “can”, “should”, “could”, “future” and similar expressions, or the negative of those expressions, or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of the Company’s strategic initiatives, including productivity and transformation, the Company’s Guidance for Fiscal Year 2020 and our future performance and results of operations.















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



Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, levels of activity, performance or achievements of the Company, or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Such factors include, among others, challenges and uncertainty resulting from the COVID-19 pandemic, the impact of competitive products and changes to the competitive environment, changes to consumer preferences, the United Kingdom’s exit from the European Union, consolidation of customers or the loss of a significant customer, reliance on independent distributors, general economic and financial market conditions, risks associated with our international sales and operations, our ability to manage our supply chain effectively, volatility in the cost of commodities, ingredients, freight and fuel, our ability to execute and realize cost savings initiatives, including SKU rationalization plans, the impact of our debt and our credit agreements on our financial condition and our business, our ability to manage our financial reporting and internal control system processes, potential liabilities due to legal claims, government investigations and other regulatory enforcement actions, costs incurred due to pending and future litigation, potential liability, including in connection with indemnification obligations to our current and former officers and members of our Board of Directors that may not be covered by insurance, potential liability if our products cause illness or physical harm, impairments in the carrying value of goodwill or other intangible assets, our ability to consummate divestitures, our ability to integrate past acquisitions, the availability of organic ingredients, disruption of operations at our manufacturing facilities, loss of one or more independent co-packers, disruption of our transportation systems, risks relating to the protection of intellectual property, the risk of liabilities and claims with respect to environmental matters, the reputation of our brands, our reliance on independent certification for a number of our products, and other risks detailed from time-to-time in the Company’s reports filed with the United States Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and our subsequent reports on Forms 10-Q and 8-K. As a result of the foregoing and other factors, the Company cannot provide any assurance regarding future results, levels of activity and achievements of the Company, and neither the Company nor any person assumes responsibility for the accuracy and completeness of these statements. All forward-looking statements contained herein apply as of the date hereof or as of the date they were made and, except as required by applicable law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflects changes in underlying assumptions or factors of new methods, future events or other changes.
Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including net sales adjusted for the impact of Foreign Exchange, Divestitures and certain other items, including SKU rationalization, as applicable in each case, adjusted operating income, adjusted gross margin, adjusted net income, adjusted earnings per diluted share, Adjusted EBITDA and operating free cash flow. The reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are presented in the tables “Reconciliation of GAAP Results to Non-GAAP Measures” for the three and nine months ended March 31, 2020 and 2019 in the paragraphs below. 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 presented in accordance with GAAP.

The Company defines Operating Free Cash Flow as cash provided by or used in operating activities from continuing operations (a GAAP measure) less capital expenditures. 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
4


For the three and nine months ended March 31, 2020 and 2019, Operating Free Cash Flow from continuing operations was calculated as follows:
Three Months Ended March 31,Nine Months Ended March 31,
2020201920202019
(unaudited and in thousands)
Cash flow provided by operating activities - continuing operations$46,944  $18,335  $64,092  $18,331  
Purchases of property, plant and equipment(17,624) (14,075) (46,961) (55,073) 
Operating Free Cash Flow - continuing operations$29,320  $4,260  $17,131  $(36,742) 

The Company’s Operating Free Cash Flow from continuing operations was $29.3 million for the three months ended March 31, 2020, an increase of $25.1 million from the three months ended March 31, 2019. The Company’s Operating Free Cash Flow from continuing operations was $17.1 million for the nine months ended March 31, 2020, an increase of $53.9 million from the nine months ended March 31, 2019. The improvement in Operating Free Cash Flow resulted primarily from an improvement in net income adjusted for non-cash charges in the current year and a decrease in cash used in working capital accounts.
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 constant currency, divestitures, and certain other items including SKU rationalization, as applicable in each case, 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 income taxes, net interest expense, depreciation and amortization, impairment of long-lived and intangible assets, equity in net loss of equity-method investees, stock-based compensation, net, stock-based compensation expense in connection with the Company’s former CEO Succession Plan, Productivity and transformation costs, SKU rationalization and certain inventory write-downs, unrealized currency gains and losses 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
5


For the three and nine months ended March 31, 2020 and 2019, Adjusted EBITDA from continuing operations was calculated as follows:
Three Months Ended March 31,Nine Months Ended March 31,
2020201920202019
(unaudited and in thousands)
Net income (loss)$24,339  $(65,837) $(83,646) $(169,763) 
Net loss from discontinued operations(697) (74,620) (105,581) (123,672) 
Net income (loss) from continuing operations$25,036  $8,783  21,935  $(46,091) 
(Benefit) provision for income taxes(10,242) 2,943  (9,753) (1,926) 
Interest expense, net3,332  5,278  11,884  13,966  
Depreciation and amortization12,927  12,483  40,069  37,548  
Equity in net loss of equity-method investees564  205  1,219  391  
Stock-based compensation, net3,761  3,927  9,581  5,489  
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement—  —  —  429  
Long-lived asset and intangibles impairment13,525  —  15,414  23,709  
Unrealized currency (gains) losses(1,011) 1,522  188  2,551  
Productivity and transformation costs10,967  9,259  37,402  29,464  
Chief Executive Officer Succession Plan expense, net—  455  —  29,727  
Proceeds from insurance claim(400) —  (2,962) —  
Accounting review and remediation costs, net of insurance proceeds—  —  —  4,334  
Warehouse/manufacturing facility start-up costs537  3,222  3,055  9,529  
Loss on sale of business332  —  2,115  —  
SKU rationalization and inventory write-down1,362  505  5,278  2,035  
Plant closure related costs—  184  2,354  3,502  
Litigation and related expenses—  371  48  1,062  
Adjusted EBITDA$60,690  $49,137  $137,827  $115,719  
















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



THE HAIN CELESTIAL GROUP, INC.
Net Sales, Gross Profit and Operating Income (Loss) by Segment
(unaudited and in thousands)
North AmericaInternationalCorporate/OtherTotal
Net Sales
Net sales - Three months ended 3/31/20$320,440  $232,857  $—  $553,297  
Net sales - Three months ended 3/31/19$314,321  $232,936  $—  $547,257  
% change - FY'20 net sales vs. FY'19 net sales1.9 %— %1.1 %
Gross Profit
Three months ended 3/31/20
Gross profit$82,626  $49,769  $—  $132,395  
Non-GAAP adjustments (1)
1,873  —  —  1,873  
Adjusted gross profit$84,499  $49,769  $—  $134,268  
Gross margin25.8 %21.4 %23.9 %
Adjusted gross margin26.4 %21.4 %24.3 %
Three months ended 3/31/19
Gross profit$68,014  $45,194  $—  $113,208  
Non-GAAP adjustments (1)
3,845  308  —  4,153  
Adjusted gross profit$71,859  $45,502  $—  $117,361  
Gross margin21.6 %19.4 %20.7 %
Adjusted gross margin22.9 %19.5 %21.4 %
Operating income (loss)
Three months ended 3/31/20
Operating income (loss)$28,873  $18,660  $(28,398) $19,135  
Non-GAAP adjustments (1)
9,202  4,512  12,824  26,538  
Adjusted operating income (loss)$38,075  $23,172  $(15,574) $45,673  
Operating income margin9.0 %8.0 %3.5 %
Adjusted operating income margin11.9 %10.0 %8.3 %
Three months ended 3/31/19
Operating income (loss)$21,358  $19,883  $(22,249) $18,992  
Non-GAAP adjustments (1)
5,109  975  8,955  15,039  
Adjusted operating income (loss)$26,467  $20,858  $(13,294) $34,031  
Operating income margin6.8 %8.5 %3.5 %
Adjusted operating income margin8.4 %9.0 %6.2 %

(1) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"






















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




THE HAIN CELESTIAL GROUP, INC.
Net Sales, Gross Profit and Operating Income (Loss) by Segment
(unaudited and in thousands)
North AmericaInternationalCorporate/OtherTotal
Net Sales
Net sales - Nine months ended 3/31/20$872,834  $669,323  $—  $1,542,157  
Net sales - Nine months ended 3/31/19$911,086  $688,215  $—  $1,599,301  
% change - FY'20 net sales vs. FY'19 net sales(4.2)%(2.7)%(3.6)%
Gross Profit
Nine months ended 3/31/20
Gross profit$209,956  $125,877  $—  $335,833  
Non-GAAP adjustments (1)
8,037  2,666  —  10,703  
Adjusted gross profit$217,993  $128,543  $—  $346,536  
Gross margin24.1 %18.8 %21.8 %
Adjusted gross margin25.0 %19.2 %22.5 %
Nine months ended 3/31/19
Gross profit$175,048  $128,419  $—  $303,467  
Non-GAAP adjustments (1)
12,644  2,665  —  15,309  
Adjusted gross profit$187,692  $131,084  $—  $318,776  
Gross margin19.2 %18.7 %19.0 %
Adjusted gross margin20.6 %19.0 %19.9 %
Operating income (loss)
Nine months ended 3/31/20
Operating income (loss)$64,067  $40,666  $(73,952) $30,781  
Non-GAAP adjustments (1)
18,063  10,503  32,775  61,341  
Adjusted operating income (loss)$82,130  $51,169  $(41,177) $92,122  
Operating income margin7.3 %6.1 %2.0 %
Adjusted operating income margin9.4 %7.6 %6.0 %
Nine months ended 3/31/19
Operating income (loss)$35,427  $40,696  $(105,975) $(29,852) 
Non-GAAP adjustments (1)
18,930  11,264  75,074  105,268  
Adjusted operating income (loss)$54,357  $51,960  $(30,901) $75,416  
Operating income (loss) margin3.9 %5.9 %(1.9)%
Adjusted operating income margin6.0 %7.5 %4.7 %

(1) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"

















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


THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(unaudited and in thousands)
March 31,June 30,
20202019
ASSETS
Current assets:
Cash and cash equivalents$41,549  $31,017  
Accounts receivable, net237,719  209,990  
Inventories238,133  299,341  
Prepaid expenses and other current assets86,653  51,391  
Current assets of discontinued operations—  110,048  
    Total current assets604,054  701,787  
Property, plant and equipment, net287,629  287,845  
Goodwill861,067  875,881  
Trademarks and other intangible assets, net355,714  380,286  
Investments and joint ventures18,103  18,890  
Operating lease right-of-use assets81,959  —  
Other assets27,611  58,764  
Noncurrent assets of discontinued operations—  259,167  
Total assets$2,236,137  $2,582,620  
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$181,783  $219,957  
Accrued expenses and other current liabilities118,405  114,265  
Current portion of long-term debt2,041  17,232  
Current liabilities of discontinued operations—  31,703  
    Total current liabilities302,229  383,157  
Long-term debt, less current portion363,526  613,537  
Deferred income taxes40,136  34,757  
Operating lease liabilities, noncurrent portion74,937  —  
Other noncurrent liabilities16,261  14,489  
Noncurrent liabilities of discontinued operations—  17,361  
Total liabilities797,089  1,063,301  
Stockholders' equity:
Common stock1,092  1,088  
Additional paid-in capital1,168,378  1,158,257  
Retained earnings610,932  695,017  
Accumulated other comprehensive loss(172,403) (225,004) 
1,607,999  1,629,358  
Treasury stock(168,951) (110,039) 
    Total stockholders' equity1,439,048  1,519,319  
    Total liabilities and stockholders' equity$2,236,137  $2,582,620  















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



THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Operations
 (unaudited and in thousands, except per share amounts)
Three Months Ended March 31,Nine Months Ended March 31,
2020201920202019
Net sales$553,297  $547,257  $1,542,157  $1,599,301  
Cost of sales420,902  434,049  1,206,324  1,295,834  
Gross profit132,395  113,208  335,833  303,467  
Selling, general and administrative expenses85,447  81,088  245,205  235,561  
Amortization of acquired intangibles3,174  3,265  9,446  9,946  
Productivity and transformation costs11,514  9,408  37,949  29,613  
Chief Executive Officer Succession Plan expense, net—  455  —  30,156  
Proceeds from insurance claim(400) —  (2,962) —  
Accounting review and remediation costs, net of insurance proceeds—  —  —  4,334  
Long-lived asset and intangibles impairment13,525  —  15,414  23,709  
Operating income (loss)19,135  18,992  30,781  (29,852) 
Interest and other financing expense, net4,037  5,994  15,068  15,736  
Other (income) expense, net(260) 1,067  2,312  2,038  
Income (loss) from continuing operations before income taxes and equity in net loss of equity-method investees15,358  11,931  13,401  (47,626) 
(Benefit) provision for income taxes(10,242) 2,943  (9,753) (1,926) 
Equity in net loss of equity-method investees564  205  1,219  391  
   Net income (loss) from continuing operations$25,036  $8,783  $21,935  $(46,091) 
   Net loss from discontinued operations, net of tax(697) (74,620) (105,581) (123,672) 
Net income (loss)$24,339  $(65,837) $(83,646) $(169,763) 
Net income (loss) per common share(1):
Basic net income (loss) per common share from continuing operations$0.24  $0.08  $0.21  $(0.44) 
Basic net loss per common share from discontinued operations(0.01) (0.72) (1.01) (1.19) 
   Basic net income (loss) per common share$0.23  $(0.63) $(0.80) $(1.63) 
Diluted net income (loss) per common share from continuing operations$0.24  $0.08  $0.21  $(0.44) 
Diluted net loss per common share from discontinued operations(0.01) (0.72) (1.01) (1.19) 
   Diluted net income (loss) per common share$0.23  $(0.63) $(0.80) $(1.63) 
Shares used in the calculation of net income (loss) per common share:
Basic104,032  104,117  104,192  104,045  
Diluted104,337  104,334  104,489  104,045  

(1) Net income (loss) per common share may not add in certain periods due to rounding.















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



THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Cash Flows
 (unaudited and in thousands)
 Three Months Ended March 31,Nine Months Ended March 31,
 2020201920202019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$24,339  $(65,837) $(83,646) $(169,763) 
Net loss from discontinued operations(697) (74,620) (105,581) (123,672) 
Net income (loss) from continuing operations25,036  8,783  21,935  $(46,091) 
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization12,927  12,483  40,069  37,548  
Deferred income taxes(3,880) (1,858) (9,035) (24,524) 
Chief Executive Officer Succession Plan expense, net—  455  —  29,727  
Equity in net loss of equity-method investees564  205  1,219  391  
Stock-based compensation, net3,761  3,927  9,581  5,918  
Long-lived asset and intangibles impairment13,525  —  15,414  23,709  
Other non-cash items, net(326) 2,412  2,335  3,697  
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable(38,410) (14,006) (30,870) (4,466) 
Inventories37,891  17,378  47,280  11,630  
Other current assets8,407  1,305  10,302  (223) 
Other assets and liabilities76  612  (1,166) 5,206  
Accounts payable and accrued expenses(12,627) (13,361) (42,972) (24,191) 
Net cash provided by operating activities - continuing operations46,944  18,335  64,092  18,331  
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment(17,624) (14,075) (46,961) (55,073) 
Proceeds from sale of businesses and other1,308  —  14,428  3,863  
Net cash used in investing activities - continuing operations(16,316) (14,075) (32,533) (51,210) 
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under bank revolving credit facility50,000  90,000  197,000  240,000  
Repayments under bank revolving credit facility(9,000) (49,145) (254,500) (186,791) 
Repayments under term loan—  (3,750) (206,250) (11,250) 
(Funding of) proceeds from discontinued operations entities(4,682) (47,365) 305,247  (33,815) 
Repayments of other debt, net(1,001) (1,088) (1,502) (1,689) 
Share repurchases(57,406) —  (57,406) —  
Shares withheld for payment of employee payroll taxes(522) (149) (1,506) (3,071) 
Net cash (used in) provided by financing activities - continuing operations(22,611) (11,497) (18,917) 3,384  
Effect of exchange rate changes on cash - continuing operations(3,492) 718  (2,110) (774) 
CASH FLOWS FROM DISCONTINUED OPERATIONS
Cash (used in) provided by operating activities(459) (10,768) (6,146) (13,627) 
Cash (used in) provided by investing activities(4,223) (30,089) 297,592  (33,561) 
Cash provided by (used in) financing activities4,682  34,999  (299,418) 30,582  
Effect of exchange rate changes on cash - discontinued operations—  26  (537) (451) 
Net cash flows used in discontinued operations—  (5,832) (8,509) (17,057) 
Net increase (decrease) in cash and cash equivalents4,525  (12,351) 2,023  (47,326) 
Cash and cash equivalents at beginning of period37,024  78,043  39,526  113,018  
Cash and cash equivalents and restricted cash at end of period$41,549  $65,692  $41,549  $65,692  
Less: cash and cash equivalents of discontinued operations—  (11,263) —  $(11,263) 
Cash and cash equivalents and restricted cash of continuing operations at end of period$41,549  $54,429  $41,549  $54,429  
















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



THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (unaudited and in thousands)
Three Months Ended March 31,
2020 GAAPAdjustments2020 Adjusted2019 GAAPAdjustments2019 Adjusted
Net sales$553,297  $—  $553,297  $547,257  $—  $547,257  
Cost of sales420,902  (1,873) 419,029  434,049  (4,153) 429,896  
Gross profit132,395  1,873  134,268  113,208  4,153  117,361  
Operating expenses (a)102,146  (13,551) 88,595  84,353  (1,023) 83,330  
Productivity and transformation costs11,514  (11,514) —  9,408  (9,408) —  
Chief Executive Officer Succession Plan expense, net—  —  —  455  (455) —  
Proceeds from insurance claims(400) 400  —  —  —  —  
Operating income19,135  26,538  45,673  18,992  15,039  34,031  
Interest and other expense (income), net (b)3,777  679  4,456  7,061  (1,522) 5,539  
(Benefit) provision for income taxes(10,242) 22,129  11,887  2,943  5,136  8,079  
   Net income from continuing operations25,036  3,730  28,766  8,783  11,425  20,208  
   Net (loss) income from discontinued operations, net of tax(697) 697  —  (74,620) 74,620  —  
Net income (loss)24,339  4,427  28,766  (65,837) 86,045  20,208  
Diluted net income per common share from continuing operations0.24  0.04  0.28  0.08  0.11  0.19  
Diluted net (loss) income per common share from discontinued operations(0.01) 0.01  —  (0.72) 0.72  —  
   Diluted net income (loss) per common share0.23  0.04  0.28  (0.63) 0.82  0.19  

(a) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangibles impairment.
(b) Interest and other expense (income), net includes interest and other financing expenses, net 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.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (unaudited and in thousands)
Detail of Adjustments:
Three Months Ended March 31,
20202019
SKU rationalization and inventory write-down$1,362  $505  
Warehouse/manufacturing facility start-up costs511  3,222  
Plant closure related costs—  426  
Cost of sales1,873  4,153  
Gross profit1,873  4,153  
Intangibles impairment7,650  —  
Long-lived asset impairment5,875  —  
Warehouse/manufacturing facility start-up costs26  —  
Stock-based compensation acceleration—  583  
Litigation and related expenses—  371  
Plant closure related costs—  69  
Operating expenses(a)
13,551  1,023  
Productivity and transformation costs11,514  9,408  
Productivity and transformation costs11,514  9,408  
Chief Executive Officer Succession Plan expense, net—  455  
Chief Executive Officer Succession Plan expense, net—  455  
Proceeds from insurance claims(400) —  
Proceeds from insurance claims(400) —  
Operating income26,538  15,039  
Unrealized currency (gains) losses(1,011) 1,522  
Loss on sale of business332  —  
Interest and other expense (income), net (b)(679) 1,522  
Income tax related adjustments(22,129) (5,136) 
(Benefit) provision for income taxes(22,129) (5,136) 
   Net income from continuing operations$3,730  $11,425  

(a) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangibles impairment.
(b) Interest and other expense (income), net includes interest and other financing expenses, net 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.
Reconciliation of GAAP Results to Non-GAAP Measures
(unaudited and in thousands)
Nine Months Ended March 31,
2020 GAAPAdjustments2020 Adjusted2019 GAAPAdjustments2019 Adjusted
Net sales$1,542,157  $—  $1,542,157  $1,599,301  $—  $1,599,301  
Cost of sales1,206,324  (10,703) 1,195,621  1,295,834  (15,309) 1,280,525  
Gross profit335,833  10,703  346,536  303,467  15,309  318,776  
Operating expenses (a)270,065  (15,651) 254,414  269,216  (25,857) 243,359  
Productivity and transformation costs37,949  (37,949) —  29,613  (29,613) —  
Chief Executive Officer Succession Plan expense, net—  —  —  30,156  (30,156) —  
Proceeds from insurance claim(2,962) 2,962  —  —  —  —  
Accounting review and remediation costs, net of insurance proceeds—  —  —  4,334  (4,334) —  
Operating income (loss)30,781  61,341  92,122  (29,852) 105,269  75,416  
Interest and other expense (income), net (b)17,380  (3,278) 14,102  17,774  (2,551) 15,223  
(Benefit) provision for income taxes(9,753) 31,818  22,065  (1,926) 19,537  17,611  
   Net income (loss) from continuing operations21,935  32,801  54,736  (46,091) 88,283  42,192  
   Net (loss) income from discontinued operations, net of tax(105,581) 105,581  —  (123,672) 123,672  —  
Net (loss) income(83,646) 138,382  54,736  (169,763) 211,955  42,192  
Diluted net income (loss) per common share from continuing operations0.21  0.31  0.52  (0.44) 0.85  0.41  
Diluted net (loss) income per common share from discontinued operations(1.01) 1.01  —  (1.19) 1.19  —  
   Diluted net (loss) income per common share(0.80) 1.32  0.52  (1.63) 2.04  0.41  

(a) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangibles impairment.
(b) Interest and other expense (income), net includes interest and other financing expenses, net 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.
Reconciliation of GAAP Results to Non-GAAP Measures
(unaudited and in thousands)
Detail of Adjustments:
Nine Months Ended March 31,
20202019
SKU rationalization and inventory write-down$5,278  $2,035  
Warehouse/manufacturing facility start-up costs2,866  9,529  
Plant closure related costs2,559  3,745  
Cost of sales10,703  15,309  
Gross profit10,703  15,309  
Intangibles impairment9,539  17,900  
Long-lived asset impairment5,875  5,809  
Warehouse/manufacturing facility start-up costs189  —  
Litigation and related expenses48  1,062  
Plant closure related costs—  503  
Stock-based compensation acceleration—  583
Operating expenses(a)
15,651  25,857  
Productivity and transformation costs37,949  29,613  
Productivity and transformation costs37,949  29,613  
Chief Executive Officer Succession Plan expense, net—  30,156  
Chief Executive Officer Succession Plan expense, net—  30,156  
Proceeds from insurance claims(2,962) —  
Proceeds from insurance claims(2,962) —  
Accounting review and remediation costs, net of insurance proceeds—  4,334  
Accounting review and remediation costs, net of insurance proceeds—  4,334  
Operating income (loss)61,341  105,269  
Gain on sale of business2,115  —  
Unrealized currency losses188  2,551  
Deferred financing cost write-off975  —  
Interest and other expense (income), net (b)3,278  2,551  
Income tax related adjustments(31,818) (19,537) 
(Benefit) provision for income taxes(31,818) (19,537) 
   Net income (loss) from continuing operations$32,801  $88,283  
a) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangibles impairment.
(b) Interest and other expense (income), net includes interest and other financing expenses, net and other expense, net.31















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



THE HAIN CELESTIAL GROUP, INC.
Net Sales Growth at Constant Currency
(unaudited and in thousands)
Hain ConsolidatedNorth AmericaInternational
 Net sales - Three months ended 3/31/20$553,297  $320,440  $232,857  
 Impact of foreign currency exchange5,572  477  5,095  
 Net sales on a constant currency basis - Three months ended 3/31/20$558,869  $320,917  $237,952  
Net sales - Three months ended 3/31/19$547,257  $314,321  $232,936  
Net sales growth on a constant currency basis2.1 %2.1 %2.2 %
Hain ConsolidatedNorth AmericaInternational
 Net sales - Nine months ended 3/31/20$1,542,157  $872,834  $669,323  
 Impact of foreign currency exchange19,279  764  18,515  
 Net sales on a constant currency basis - Nine months ended 3/31/20$1,561,436  $873,598  $687,838  
Net sales - Nine months ended 3/31/19$1,599,301  $911,086  $688,215  
Net sales decline on a constant currency basis(2.4)%(4.1)%(0.1)%
Net Sales Growth at Constant Currency and Adjusted for Divestitures and SKU Rationalization
Hain ConsolidatedNorth AmericaInternational
Net sales on a constant currency basis - Three months ended 3/31/20$558,869  $320,917  $237,952  
Net sales - Three months ended 3/31/19$547,257  $314,321  $232,936  
Divestitures(10,273) (10,273) —  
SKU rationalization(10,141) (9,522) (619) 
 Net sales on a constant currency basis adjusted for
divestitures and SKU rationalization - Three months ended 3/31/20
$526,843  $294,526  $232,317  
 Net sales growth on a constant currency basis adjusted for
divestitures and SKU rationalization
6.1 %9.0 %2.4 %
Hain ConsolidatedNorth AmericaInternational
 Net sales on a constant currency basis - Nine months ended 3/31/20$1,561,436  $873,598  $687,838  
Net sales - Nine months ended 3/31/19$1,599,301  $911,086  $688,215  
Divestitures(19,228) (19,228) —  
SKU rationalization(43,422) (35,550) (7,872) 
 Net sales on a constant currency basis adjusted for
divestitures and SKU rationalization - Nine months ended 3/31/20
$1,536,651  $856,308  $680,343  
 Net sales growth on a constant currency basis adjusted for
divestitures and SKU rationalization
1.6 %2.0 %1.1 %





















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


THE HAIN CELESTIAL GROUP, INC.
Net Sales Growth at Constant Currency Continued
(unaudited and in thousands)
Adjusted EBITDA Growth at Constant Currency
Hain ConsolidatedNorth AmericaInternational
 Adjusted EBITDA - Three months ended 3/31/20$60,690  $42,920  $30,927  
 Impact of foreign currency exchange880  63  818  
 Adjusted EBITDA on a constant currency basis - Three months ended 3/31/20$61,570  $42,983  $31,745  
Net sales on a constant currency basis - Three months ended 3/31/20$558,869  $320,917  $237,952  
Adjusted EBITDA growth on a constant currency basis11.0 %13.4 %13.3 %
Hain ConsolidatedNorth AmericaInternational
 Adjusted EBITDA - Nine months ended 3/31/20$137,828  $97,101  $75,787  
 Impact of foreign currency exchange2,215  86  2,129  
 Adjusted EBITDA on a constant currency basis - Nine months ended 3/31/20$140,043  $97,187  $77,916  
Net sales on a constant currency basis - Nine months ended 3/31/20$1,561,436  $873,598  $687,838  
Adjusted EBITDA growth on a constant currency basis9.0 %11.1 %11.3 %



















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



THE HAIN CELESTIAL GROUP, INC.
Segment EBITDA and Adjusted EBITDA
Three Months Ended
(unaudited and in thousands)
North America
March 31, 2020March 31, 2019
Operating income$28,873  $21,358  
Depreciation and amortization4,240  4,246  
Long-lived asset impairment2,303  —  
Other352  765  
Productivity and transformation costs5,000  1,263  
SKU rationalization and inventory write-down1,362  506  
Warehouse/manufacturing facility start-up costs537  3,221  
Loss on sale of business253  —  
Plant closure related costs—  119  
Adjusted EBITDA$42,920  $31,478  
International
March 31, 2020March 31, 2019
Operating income$18,660  $19,883  
Depreciation and amortization7,993  7,699  
Long-lived asset impairment3,571  —  
Other(238) 315  
Productivity and transformation costs941  897  
Plant closure related costs—  78  
Adjusted EBITDA$30,927  $28,872  
















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



THE HAIN CELESTIAL GROUP, INC.
Segment EBITDA and Adjusted EBITDA
Nine Months Ended
(unaudited and in thousands)
North America
March 31, 2020March 31, 2019
Operating income$64,067  $35,427  
Depreciation and amortization12,789  12,790  
Long-lived asset impairment2,303  1,503  
Other180  1,330  
Productivity and transformation costs7,500  4,784  
SKU rationalization and inventory write-down5,099  2,036  
Warehouse/manufacturing facility start-up costs3,055  9,528  
Loss on sale of business2,036  —  
Plant closure related costs72  1,079  
Adjusted EBITDA$97,101  $68,477  
International
March 31, 2020March 31, 2019
Operating Income$40,666  $40,696  
Depreciation and amortization24,258  23,373  
Long-lived asset impairment3,571  4,305  
Other562  343  
Productivity and transformation costs4,269  4,099  
Plant closure related costs2,282  2,409  
SKU rationalization and inventory write-down179  —  
Litigation and related expenses—  19  
Adjusted EBITDA$75,787  $75,244  
















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