PR Newswire | Feb 9, 2021 07:01AM EST

02/09 06:00 CST

Hain Celestial Reports Second Quarter Fiscal Year 2021 Financial ResultsFourth Consecutive Quarter of Net Sales Growth376 Basis Point Expansion of Gross Margin$43.1 Million Improvement in Operating Cash FlowGross Margin Improvement and Adjusted EBITDA Growth Expected to Continue LAKE SUCCESS, N.Y., Feb. 9, 2021

LAKE SUCCESS, N.Y., Feb. 9, 2021 /PRNewswire/ -- 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(tm), today reported financial results for the second quarter ended December 31, 2020. The results contained herein are presented with the Hain Pure Protein and Tilda operating segments being treated as discontinued operations. All growth comparisons are against the corresponding prior year period unless otherwise noted.

Mark L. Schiller, Hain Celestial's President and Chief Executive Officer, commented, "We are very pleased with our second quarter results, delivering mid-single digit topline growth, several hundred basis points of gross margin improvement and strong adjusted EBITDA growth. Although the macro operating environment remains challenging, our team continues to execute well against our transformational agenda. As a result, I am confident we will continue to see solid margin expansion and profit growth as we progress through the second half of fiscal year 2021."

FINANCIAL HIGHLIGHTS1

Summary of Second Quarter Results from Continuing Operations2

* Net sales increased 4% to $528.4 million, or 2% on a constant currency basis, compared to the prior year period. * When adjusted to exclude the effects of foreign exchange, divestitures and discontinued brands, net sales increased 6% compared to the prior year period. * Gross margin of 24.6%, a 376 basis point increase from the prior year period. * Adjusted gross margin of 25.3%, a 331 basis point increase from the prior year period. * Operating income of $13.0 million compared to $9.2 million in the prior year period. * Adjusted operating income of $48.1 million compared to $29.5 million in the prior year period. * Net income of $2.2 million compared to $1.9 million in the prior year period. * Adjusted net income of $34.7 million compared to $17.6 million in the prior year period. * Adjusted EBITDA of $62.2 million compared to $45.0 million in the prior year period. * Adjusted EBITDA margin of 11.8%, a 288 basis point increase compared to the prior year period. * Earnings per diluted share ("EPS") of $0.02, flat compared to the prior year period. * Adjusted EPS of $0.34 compared to $0.17 in the prior year period. * Repurchased 0.9 million shares, or 0.9% of the outstanding common stock, at an average price of $32.15 per share. * Net cash provided by continuing operations of $63.9 million compared to $20.7 million in prior year period. * Operating free cash flow from continuing operations of $46.3 million compared to $4.6 million in prior year period.

SEGMENT HIGHLIGHTS FROM CONTINUING OPERATIONS

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

North AmericaNorth America net sales in the second quarter were $282.6 million, an increase of 1% compared to the prior year period. When adjusted for foreign exchange, divestitures and discontinued brands, net sales increased 6% from the prior year period.

Segment gross profit in the second quarter was $78.3 million, a 21% increase from the prior year period. Adjusted gross profit was $80.5 million, an increase of 16% from the prior year period. Gross margin was 27.7%, a 455 basis point increase from the prior year period, and adjusted gross margin was 28.5%, a 376 basis point increase from the prior year period.

Segment operating income in the second quarter was $32.4 million, a 62% increase from the prior year period. Adjusted operating income was $35.4 million, a 42% increase from the prior year period.

Adjusted EBITDA in the second quarter was $39.6 million, a 31% increase from the prior year period. As a percentage of sales on a constant currency basis, North America adjusted EBITDA margin was 14.0%, a 327 basis point increase from the prior year period.

InternationalInternational net sales in the second quarter were $245.8 million, an increase of 9% compared to the prior year period. When adjusted for foreign exchange, divestitures and discontinued brands, net sales increased 6% compared to the prior year period.

Segment gross profit in the second quarter was $51.7 million, a 27% increase from the prior year period. Adjusted gross profit was $53.4 million, an increase of 26% from the prior year period. Gross margin was 21.0%, a 305 basis point increase from the prior year period, and adjusted gross margin was 21.7%, a 303 basis point increase from the prior year period.

Segment operating loss in the second quarter was $2.7 million, compared to operating income of $12.9 million in the prior year period. The operating loss for the current period includes an impairment charge of $23.6 million related to the reserve recorded against the assets of the Company's United Kingdom fruit business resulting from held for sale classification. Adjusted operating income was $25.1 million, an increase of 51% from the prior year period.

Adjusted EBITDA in the second quarter was $32.2 million, a 28% increase from the prior year period. As a percentage of sales on a constant currency basis, International adjusted EBITDA margin was 13.0%, a 186 basis point increase from the prior year period.

CAPITAL MANAGEMENT

During the second quarter fiscal year 2021, the Company repurchased 0.9 million shares, or 0.9% of the outstanding common stock, at an average price of $32.15 per share for a total of $29.7 million, excluding commissions under our share repurchase program. As of December 31, 2020, the Company had remaining authorization of $118.1 million under this program.

SALE OF U.K. BASED FRUIT BUSINESS, ORCHARD HOUSE(r)

Effective January 13, 2021, the Company completed the divestiture of its U.K. fruit business, including the Orchard House Foods Limited business and associated brands, to Elaghmore, a U.K. based private equity firm. Details of the transaction were not disclosed.

FISCAL YEAR 2021 GUIDANCE

Due to the continuing uncertainty around the duration and impact of the COVID-19 pandemic, the Company is not providing specific financial guidance for fiscal year 2021. The Company reaffirms its expectation for gross and adjusted EBITDA margin expansion as well as strong double-digit adjusted EBITDA and operating free cash flow growth for fiscal year 2021. However, for the third quarter fiscal year 2021, in comparison to the prior year period, the Company expects strong gross margin and EBITDA margin improvement and adjusted EBITDA growth near 10%.

Webcast PresentationHain 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 Celestial Seasonings(r), Clarks(tm), Cully & Sully(r), Dream(r), Earth's Best(r), Ella's Kitchen(r), Farmhouse Fare(tm), Frank Cooper's(r), GG UniqueFiber(r), Gale's(r), Garden of Eatin'(r), Hain Pure Foods(r), Hartley's(r), Health Valley(r), Imagine(r), Joya(r), Lima(r), Linda McCartney's(tm) (under license), MaraNatha(r), Natumi(r), New Covent Garden Soup Co.(r), Robertson's(r), Sensible Portions(r), Spectrum(r), Sun-Pat(r), Terra(r), The Greek Gods(r), William's(tm), Yorkshire Provender(r) and Yves Veggie Cuisine(r). The Company's personal care products are marketed under the Alba Botanica(r), Avalon Organics(r), Earth's Best(r), JASON(r), Live Clean(r), One Step(r) and Queen Helene(r) brands.

Safe Harbor StatementCertain 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 2021 and our future performance and results of operations.

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, general economic and financial market conditions, the United Kingdom's exit from the European Union, consolidation of customers or the loss of a significant customer, reliance on independent distributors, 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 implement cost reduction initiatives, the impact of our debt covenants, the potential discontinuation of LIBOR, 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 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, 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 reflect changes in underlying assumptions or factors or new methods, future events or other changes.

Non-GAAP Financial MeasuresThis press release and the accompanying tables include non-GAAP financial measures, including adjusted operating income and its related margin, adjusted gross margin, adjusted net income, adjusted earnings per diluted share, net sales adjusted for the impact of foreign exchange, 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.

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, 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 income taxes, net interest expense, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, impairment of long-lived assets and intangibles, unrealized currency gains and losses, productivity and transformation costs, proceeds from an insurance claim, gains or losses on sales of businesses, warehouse and manufacturing consolidation and other costs, plant closure related costs, SKU rationalization and inventory write-downs, litigation and related expenses 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 cash flow as an important measure because it is one factor in evaluating the amount of cash available for discretionary investments.

_________________________

1 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 herein in the tables.2 Unless otherwise noted all results included in this press release are from continuing operations.

THE HAIN CELESTIAL GROUP, INC.

Consolidated Balance Sheets

(unaudited and in thousands)

December 31, 2020 June 30, 2020

ASSETS

Current assets:

Cash and cash equivalents $ 46,813 $ 37,771

Accounts receivable, net 185,576 170,969

Inventories 311,988 248,170

Prepaid expenses and other current assets 39,250 95,690

Assets held for sale 52,828 8,334

Total current assets 636,455 560,934

Property, plant and equipment, net 296,013 289,256

Goodwill 876,993 861,958

Trademarks and other intangible assets, net 326,272 346,462

Investments and joint ventures 16,926 17,439

Operating lease right-of-use assets 89,971 88,165

Other assets 22,969 24,238

Total assets $ 2,265,599 $ 2,188,452

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable $ 216,782 $ 171,009

Accrued expenses and other current liabilities 118,732 124,045

Current portion of long-term debt 899 1,656

Liabilities related to assets held for sale 29,292 3,567

Total current liabilities 365,705 300,277

Long-term debt, less current portion 293,332 281,118

Deferred income taxes 32,098 51,849

Operating lease liabilities, noncurrent portion 83,268 82,962

Other noncurrent liabilities 36,547 28,692

Total liabilities 810,950 744,898

Total stockholders' equity 1,454,649 1,443,554

Total liabilities and stockholders' equity $ 2,265,599 $ 2,188,452

THE HAIN CELESTIAL GROUP, INC.

Consolidated Statements of Operations

(unaudited and in thousands, except per share amounts)

Second Quarter Second Quarter Year to Date

2021 2020 2021 2020

Net sales $ 528,418 $ 506,784 $ 1,027,045 $ 988,860

Cost of sales 398,453 401,177 777,916 785,422

Gross profit 129,965 105,607 249,129 203,438

Selling, general and administrative expenses 83,620 79,078 162,772 159,758

Amortization of acquired intangible assets 2,193 3,189 4,626 6,272

Productivity and transformation costs 6,016 12,260 7,818 26,435

Proceeds from insurance claim - - - (2,562)

Long-lived asset and intangibles impairment 25,179 1,889 57,676 1,889

Operating income 12,957 9,191 16,237 11,646

Interest and other financing expense, net 2,337 4,737 4,790 11,031

Other (income) expense, net (1,045) 1,244 (2,418) 2,572

Income (loss) from continuing operations before income taxes and equity in net 11,665 3,210 13,865 (1,957)loss of equity-method investees

Provision for income taxes 8,438 1,020 21,400 489

Equity in net loss of equity-method investees 1,076 338 1,095 655

Net income (loss) from continuing operations $ 2,151 $ 1,852 $ (8,630) $ (3,101)

Net (loss) income from discontinued operations, net of tax (11) (2,816) 11,255 (104,884)

Net income (loss) $ 2,140 $ (964) $ 2,625 $ (107,985)

Net income (loss) per common share:

Basic net income (loss) per common share from continuing operations $ 0.02 $ 0.02 $ (0.09) $ (0.03)

Basic net income (loss) per common share from discontinued operations - (0.03) 0.11 (1.01)

Basic net income (loss) per common share $ 0.02 $ (0.01) $ 0.02 $ (1.04)

Diluted net income (loss) per common share from continuing operations $ 0.02 $ 0.02 $ (0.09) $ (0.03)

Diluted net income (loss) per common share from discontinued operations - (0.03) 0.11 (1.01)

Diluted net income (loss) per common share $ 0.02 $ (0.01) $ 0.02 $ (1.04)

Shares used in the calculation of net income (loss) per common share:

Basic 100,117 104,318 100,837 104,272

Diluted 100,562 104,619 100,837 104,272

THE HAIN CELESTIAL GROUP, INC.

Consolidated Statements of Cash Flows

(unaudited and in thousands)

Second Quarter Second Quarter Year to Date

2021 2020 2021 2020

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 2,140 $ (964) $ 2,625 $ (107,985)

Net (loss) income from discontinued operations (11) (2,816) 11,255 (104,884)

Net income (loss) from continuing operations 2,151 1,852 (8,630) (3,101)

Adjustments to reconcile net income (loss) from continuing operations to netcashprovided by operating activities from continuing operations:

Depreciation and amortization 11,193 13,219 24,954 27,142

Deferred income taxes 1,022 (751) 92 (5,155)

Equity in net loss of equity-method investees 1,076 338 1,095 655

Stock-based compensation, net 3,823 3,083 8,190 5,820

Long-lived asset and intangibles impairment 25,179 1,889 57,676 1,889

Other non-cash items, net (98) 897 (1,765) 2,661

(Decrease) increase in cash attributable to changes in operating assets andliabilities:

Accounts receivable (5,948) 8,393 (9,523) 7,540

Inventories (13,550) 14,896 (58,512) 9,389

Other current assets 17,849 (12,328) 55,718 1,895

Other assets and liabilities 504 (1,386) (1,037) (1,242)

Accounts payable and accrued expenses 20,660 (9,373) 36,272 (30,345)

Net cash provided by operating activities from continuing operations 63,861 20,729 104,530 17,148

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property, plant and equipment (17,516) (16,173) (29,671) (29,337)

Proceeds from sale of businesses and other - 13,120 4,427 13,120

Net cash used in investing activities from continuing operations (17,516) (3,053) (25,244) (16,217)

CASH FLOWS FROM FINANCING ACTIVITIES

Borrowings under bank revolving credit facility 95,000 67,000 150,000 147,000

Repayments under bank revolving credit facility (90,000) (67,000) (137,000) (245,500)

Repayments under term loan - - - (206,250)

(Repayments) proceeds from discontinued operations entities - (2,266) - 309,929

Repayments of other debt, net (272) (510) (1,711) (501)

Share repurchases (29,684) - (71,736) -

Shares withheld for payment of employee payroll taxes (1,255) (672) (1,723) (984)

Net cash (used in) provided by financing activities from continuing operations (26,211) (3,448) (62,170) 3,694

Effect of exchange rate changes on cash from continuing operations 3,234 2,274 5,734 1,382

CASH FLOWS FROM DISCONTINUED OPERATIONS

Cash provided by (used in) operating activities - 2,339 - (5,687)

Cash (used in) provided by investing activities - (4,605) - 301,815

Cash provided by (used in) financing activities - 2,266 - (304,100)

Effect of exchange rate changes on cash from discontinued operations - - - (537)

Net cash flows used in discontinued operations - - - (8,509)

Net increase (decrease) in cash and cash equivalents 23,368 16,502 22,850 (2,502)

Cash and cash equivalents at beginning of period 37,253 20,522 37,771 39,526

Cash and cash equivalents at end of period $ 60,621 $ 37,024 $ 60,621 $ 37,024

Cash and cash equivalents included in the line item Assets held for sale on theConsolidated Balance Sheets as shown below, represents amounts included withinheld for sale accounting related to the sale of the Company's U.K. fruitbusiness, the Orchard House Foods Limited business and associated brands.

Cash and cash equivalents $ 46,813 $ 37,024 $ 46,813 $ 37,024

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 $ 60,621 $ 37,024 $ 60,621 $ 37,024Flows

THE HAIN CELESTIAL GROUP, INC.

Net Sales, Gross Profit and Operating Income (Loss) by Segment

(unaudited and in thousands)

North America International Corporate/Other Hain Consolidated

Net Sales

Net sales - Q2 FY21 $ 282,612 $ 245,806 $ - $ 528,418

Net sales - Q2 FY20 $ 280,693 $ 226,091 $ - $ 506,784

% change - FY'21 net sales vs. FY'20 net sales 0.7% 8.7% 4.3%

Gross Profit

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 margin 27.7% 21.0% 24.6%

Adjusted gross margin 28.5% 21.7% 25.3%

Q2 FY20

Gross profit $ 64,969 $ 40,638 $ - $ 105,607

Non-GAAP adjustments ^(1) 4,439 1,590 - 6,029

Adjusted gross profit $ 69,408 $ 42,228 $ - $ 111,636

Gross margin 23.1% 18.0% 20.8%

Adjusted gross margin 24.7% 18.7% 22.0%

Operating income (loss)

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) margin 11.5% (1.1)% 2.5%

Adjusted operating income margin 12.5% 10.2% 9.1%

Q2 FY20

Operating income (loss) $ 20,062 $ 12,899 $ (23,770) $ 9,191

Non-GAAP adjustments ^(1) 4,965 3,647 11,729 20,341

Adjusted operating income (loss) $ 25,027 $ 16,546 $ (12,041) $ 29,532

Operating income margin 7.1% 5.7% 1.8%

Adjusted operating income margin 8.9% 7.3% 5.8%

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

THE HAIN CELESTIAL GROUP, INC.

Net Sales, Gross Profit and Operating Income (Loss) by Segment

(unaudited and in thousands)

North America International Corporate/Other Hain Consolidated

Net Sales

Net sales - Q2 FY21 YTD $ 563,280 $ 463,765 $ - $ 1,027,045

Net sales - Q2 FY20 YTD $ 552,394 $ 436,466 $ - $ 988,860

% change - FY'21 net sales vs. FY'20 net sales 2.0% 6.3% 3.9%

Gross Profit

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 margin 27.2% 20.7% 24.3%

Adjusted gross margin 27.8% 21.1% 24.8%

Q2 FY20 YTD

Gross profit $ 127,330 $ 76,108 $ - $ 203,438

Non-GAAP adjustments ^(1) 6,164 2,666 - 8,830

Adjusted gross profit $ 133,494 $ 78,774 $ - $ 212,268

Gross margin 23.1% 17.4% 20.6%

Adjusted gross margin 24.2% 18.0% 21.5%

Operating income (loss)

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) margin 11.7% (4.0)% 1.6%

Adjusted operating income margin 12.5% 9.1% 8.5%

Q2 FY20 YTD

Operating income (loss) $ 35,194 $ 22,006 $ (45,554) $ 11,646

Non-GAAP adjustments ^(1) 8,861 5,991 19,951 34,803

Adjusted operating income (loss) $ 44,055 $ 27,997 $ (25,603) $ 46,449

Operating income margin 6.4% 5.0% 1.2%

Adjusted operating income margin 8.0% 6.4% 4.7%

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

THE HAIN CELESTIAL GROUP, INC.

Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income andAdjusted EPS

(unaudited and in thousands, except per share amounts)

Second Quarter

2021 GAAP Adjustments 2021 Adjusted 2020 GAAP Adjustments 2020 Adjusted

Net sales $ 528,418 $ - $ 528,418 $ 506,784 $ - $ 506,784

Cost of sales 398,453 (3,908) 394,545 401,177 (6,029) 395,148

Gross profit 129,965 3,908 133,873 105,607 6,029 111,636

Operating expenses ^(a) 110,992 (25,199) 85,793 84,156 (2,052) 82,104

Productivity and transformation costs 6,016 (6,016) - 12,260 (12,260) -

Operating income 12,957 35,123 48,080 9,191 20,341 29,532

Interest and other expense (income), net ^(b) 1,292 (234) 1,058 5,981 (1,298) 4,683

Provision for income taxes 8,438 2,827 11,265 1,020 5,889 6,909

Net income from continuing operations 2,151 32,530 34,681 1,852 15,750 17,602

Net (loss) income from discontinued operations, net of tax (11) 11 - (2,816) 2,816 -

Net income (loss) 2,140 32,541 34,681 (964) 18,566 17,602

Diluted net income per common share from continuing operations 0.02 0.32 0.34 0.02 0.15 0.17

Diluted net (loss) income per common share from discontinued operations - - - (0.03) 0.03 -

Diluted net income (loss) per common share 0.02 0.32 0.34 (0.01) 0.18 0.17

Detail of Adjustments:

Q2 FY21 Q2 FY20

Warehouse/manufacturing consolidation and other costs $ 3,325 $ 476

Plant closure related costs 476 1,626

SKU rationalization and inventory write-down 107 3,927

Cost of sales 3,908 6,029

Gross profit 3,908 6,029

Long-lived asset impairment 25,179 -

Plant closure related costs 20 -

Intangibles impairment - 1,889

Warehouse/manufacturing consolidation and other costs - 163

Operating expenses ^(a) 25,199 2,052

Productivity and transformation costs 6,016 12,260

Productivity and transformation costs 6,016 12,260

Operating income 35,123 20,341

Unrealized currency losses (gains) 225 (485)

Loss on sale of businesses 9 1,783

Interest and other expense (income), net ^(b) 234 1,298

Income tax related adjustments (2,827) (5,889)

Provision for income taxes (2,827) (5,889)

Net income from continuing operations $ 32,530 $ 15,750

^(a)Operating expenses include amortization of acquired intangibles, selling,general and administrative expenses and long-lived asset and intangiblesimpairment.

^(b)Interest and other expense (income), net includes interest and otherfinancing expenses, net and other expense, net.

THE HAIN CELESTIAL GROUP, INC.

Adjusted Gross Profit, Adjusted Operating Income, Adjusted Net Income andAdjusted EPS

(unaudited and in thousands, except per share amounts)

Second Quarter Year to Date

2021 GAAP Adjustments 2021 Adjusted 2020 GAAP Adjustments 2020 Adjusted

Net sales $ 1,027,045 $ - $ 1,027,045 $ 988,860 $ - $ 988,860

Cost of sales 777,916 (5,081) 772,835 785,422 (8,830) 776,592

Gross profit 249,129 5,081 254,210 203,438 8,830 212,268

Operating expenses ^(a) 225,074 (57,711) 167,363 167,919 (2,100) 165,819

Productivity and transformation costs 7,818 (7,818) - 26,435 (26,435) -

Proceeds from insurance claims - - - (2,562) 2,562 -

Operating income 16,237 70,610 86,847 11,646 34,803 46,449

Interest and other expense (income), net ^(b) 2,372 1,588 3,960 13,603 (3,957) 9,646

Provision (benefit) for income taxes 21,400 (1,735) 19,665 489 9,689 10,178

Net (loss) income from continuing operations (8,630) 70,757 62,127 (3,101) 29,071 25,970

Net income (loss) from discontinued operations, net of tax 11,255 (11,255) - (104,884) 104,884 -

Net income (loss) 2,625 59,502 62,127 (107,985) 133,955 25,970

Diluted net (loss) income per common share from continuing operations (0.09) 0.71 0.62 (0.03) 0.28 0.25

Diluted net income (loss) per common share from discontinued operations 0.11 (0.11) - (1.01) 1.01 -

Diluted net income (loss) per common share 0.02 0.60 0.62 (1.04) 1.29 0.25

Detail of Adjustments:

Q2 FY21 YTD Q2 FY20 YTD

Warehouse/manufacturing consolidation and other costs $ 3,715 $ 2,355

Plant closure related costs 1,055 2,559

SKU rationalization and inventory write-down 311 3,916

Cost of sales 5,081 8,830

Gross profit 5,081 8,830

Long-lived asset impairment 57,676 -

Plant closure related costs 35 -

Intangibles impairment - 1,889

Warehouse/manufacturing consolidation and other costs - 163

Litigation and related expenses - 48

Operating expenses ^(a) 57,711 2,100

Productivity and transformation costs 7,818 26,435

Productivity and transformation costs 7,818 26,435

Proceeds from insurance claims - (2,562)

Proceeds from insurance claims - (2,562)

Operating income 70,610 34,803

Unrealized currency (gains) losses (977) 1,199

(Gain) loss on sale of businesses (611) 1,783

Deferred financing cost write-off - 975

Interest and other expense (income), net ^(b) (1,588) 3,957

Income tax related adjustments 1,735 (9,689)

Provision (benefit) for income taxes 1,735 (9,689)

Net income from continuing operations $ 70,757 $ 29,071

^(a)Operating expenses include amortization of acquired intangibles, selling,general and administrative expenses and long-lived asset and intangiblesimpairment.

^(b)Interest and other expense (income), net includes interest and otherfinancing expenses, net and other expense, net.

THE HAIN CELESTIAL GROUP, INC.

Adjusted Net Sales Growth

(unaudited and in thousands)

Q2 FY21 North America International Hain Consolidated

Net sales $ 282,612 $ 245,806 $ 528,418

Divestitures and discontinued brands (406) - (406)

Impact of foreign currency exchange (465) (9,819) (10,284)

Net sales on a constant currency basis adjusted for divestitures $ 281,741 $ 235,987 $ 517,728 and discontinued brands

Q2 FY20

Net sales $ 280,693 $ 226,091 $ 506,784

Divestitures and discontinued brands (13,694) (4,048) (17,742)

Net sales adjusted for divestitures and discontinued $ 266,999 $ 222,043 $ 489,042 brands

Net sales growth 0.7% 8.7% 4.3%

Impact of foreign currency exchange (0.2)% (4.3)% (2.0)%

Impact of divestitures and discontinued brands 5.0% 1.9% 3.6%

Net sales growth on a constant currency basis adjusted for 5.5% 6.3% 5.9% divestitures and discontinued brands

Q2 FY21 YTD North America International Hain Consolidated

Net sales $ 563,280 $ 463,765 $ 1,027,045

Divestitures and discontinued brands (3,785) (908) (4,693)

Impact of foreign currency exchange (101) (19,705) (19,806)

Net sales on a constant currency basis adjusted for divestitures $ 559,394 $ 443,152 $ 1,002,546 and discontinued brands

Q2 FY20 YTD

Net sales $ 552,394 $ 436,466 $ 988,860

Divestitures and discontinued brands (33,403) (5,660) (39,063)

Net sales adjusted for divestitures and discontinued $ 518,991 $ 430,806 $ 949,797 brands

Net sales growth 2.0% 6.3% 3.9%

Impact of foreign currency exchange - (4.5)% (2.0)%

Impact of divestitures and discontinued brands 5.8% 1.1% 3.7%

Net sales growth on a constant currency basis adjusted for 7.8% 2.9% 5.6% divestitures and discontinued brands

THE HAIN CELESTIAL GROUP, INC.

Adjusted EBITDA

(unaudited and in thousands)

Second Quarter Second Quarter Year to Date

2021 2020 2021 2020

Net income (loss) $ 2,140 $ (964) $ 2,625 $ (107,985)

Net (loss) income from discontinued operations, net of tax (11) (2,816) 11,255 (104,884)

Net income (loss) from continuing operations $ 2,151 $ 1,852 $ (8,630) $ (3,101)

Provision for income taxes 8,438 1,020 21,400 489

Interest expense, net 1,300 4,000 3,454 8,552

Depreciation and amortization 11,193 13,219 24,954 27,142

Equity in net loss of equity-method investees 1,076 338 1,095 655

Stock-based compensation, net 3,823 3,083 8,190 5,820

Unrealized currency losses (gains) 225 (485) (977) 1,199

Productivity and transformation costs 5,363 12,260 6,513 26,435

Proceeds from insurance claim - - - (2,562)

Long-lived asset and intangibles impairment 25,179 1,889 57,676 1,889

Warehouse/manufacturing consolidation and other costs 3,325 639 3,715 2,518

SKU rationalization and inventory write-down 107 3,927 311 3,916

Loss (gain) on sale of businesses 9 1,783 (611) 1,783

Plant closure related costs 2 1,522 (4) 2,354

Litigation and related expenses - - - 48

Adjusted EBITDA $ 62,191 $ 45,047 $ 117,086 $ 77,137

THE HAIN CELESTIAL GROUP, INC.

Adjusted EBITDA by Segment

(unaudited and in thousands)

North America International Corporate/ Hain Consolidated Other

Q2 FY21

Operating income (loss) $ 32,440 $ (2,741) $ (16,742) $ 12,957

Depreciation and amortization 4,117 6,418 658 11,193

Productivity and transformation costs 751 2,529 2,083 5,363

Long-lived asset impairment - 23,596 1,583 25,179

Warehouse/manufacturing consolidation and other costs 1,622 1,703 - 3,325

SKU rationalization and inventory write-down 107 - - 107

Plant closure related costs 29 (27) - 2

Loss (gain) on sale of businesses 16 - (7) 9

Other 518 695 2,843 4,056

Adjusted EBITDA $ 39,600 $ 32,173 $ (9,582) $ 62,191

North America International Corporate/ Hain Consolidated Other

Q2 FY20

Operating income (loss) $ 20,062 $ 12,899 $ (23,770) $ 9,191

Depreciation and amortization 4,201 8,339 679 13,219

Productivity and transformation costs 332 2,056 9,872 12,260

Intangibles impairment - - 1,889 1,889

SKU rationalization and inventory write-down 3,927 - - 3,927

Loss on sale of businesses 1,783 - - 1,783

Warehouse/manufacturing consolidation and other costs 639 - - 639

Plant closure related costs 35 1,487 - 1,522

Other (838) 367 1,088 617

Adjusted EBITDA $ 30,141 $ 25,148 $ (10,242) $ 45,047

THE HAIN CELESTIAL GROUP, INC.

Adjusted EBITDA by Segment

(unaudited and in thousands)

North America International Corporate/ Hain Consolidated Other

Q2 FY21 YTD

Operating income (loss) $ 65,696 $ (18,630) $ (30,829) $ 16,237

Depreciation and amortization 8,262 15,281 1,411 24,954

Productivity and transformation costs 1,305 2,974 2,234 6,513

Long-lived asset impairment (11) 56,104 1,583 57,676

Warehouse/manufacturing consolidation and other costs 1,822 1,893 - 3,715

SKU rationalization and inventory write-down 311 - - 311

Loss (gain) on sale of businesses 205 (1,344) 528 (611)

Plant closure related costs (28) 24 - (4)

Other 1,160 2,576 4,559 8,295

Adjusted EBITDA $ 78,722 $ 58,878 $ (20,514) $ 117,086

North America International Corporate/ Hain Consolidated Other

Q2 FY20 YTD

Operating income (loss) $ 35,194 $ 22,006 $ (45,554) $ 11,646

Depreciation and amortization 8,549 16,265 2,328 27,142

Productivity and transformation costs 2,500 3,328 20,607 26,435

Proceeds from insurance claim - - (2,562) (2,562)

Intangibles impairment - - 1,889 1,889

SKU rationalization and inventory write-down 3,737 179 - 3,916

Warehouse/manufacturing consolidation and other costs 2,518 - - 2,518

Loss on sale of businesses 1,783 - - 1,783

Plant closure related costs 72 2,282 - 2,354

Litigation and related expenses - - 48 48

Other (173) 799 1,342 1,968

Adjusted EBITDA $ 54,180 $ 44,859 $ (21,902) $ 77,137

THE HAIN CELESTIAL GROUP, INC.

Adjusted EBITDA Margin at Constant Currency by Segment

(unaudited and in thousands)

Q2 FY21 North America International Corporate/ Hain Consolidated Other

Adjusted EBITDA $ 39,600 $ 32,173 $ (9,582) $ 62,191

Impact of foreign currency exchange (72) (1,528) - (1,600)

Adjusted EBITDA on a constant currency basis $ 39,528 $ 30,645 $ (9,582) $ 60,591

Net sales on a constant currency basis $ 282,147 $ 235,987 $ 518,134

Adjusted EBITDA margin on a constant currency basis 14.0% 13.0% 11.7%

Q2 FY21 YTD North America International Corporate/ Hain Consolidated Other

Adjusted EBITDA $ 78,722 $ 58,878 $ (20,514) $ 117,086

Impact of foreign currency exchange (11) (2,810) - (2,821)

Adjusted EBITDA on a constant currency basis $ 78,711 $ 56,068 $ (20,514) $ 114,265

Net sales on a constant currency basis $ 563,179 $ 444,060 $ 1,007,239

Adjusted EBITDA growth on a constant currency basis 14.0% 12.6% 11.3%

THE HAIN CELESTIAL GROUP, INC.

Operating Free Cash Flow

(unaudited and in thousands)

Second Quarter Second Quarter Year to Date

2021 2020 2021 2020

Net cash provided by operating activities from continuing operations $ 63,861 $ 20,729 $ 104,530 $ 17,148

Purchases of property, plant and equipment (17,516) (16,173) (29,671) (29,337)

Operating free cash flow from continuing operations ^(1) $ 46,345 $ 4,556 $ 74,859 $ (12,189)

^(1)The increase in operating free cash flow resulted primarily from animprovement in net income adjusted for non-cash charges in the current periodand greater cash generation from our working capital accounts.

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SOURCE The Hain Celestial Group, Inc.