SEC Filing | The Hain Celestial Group

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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 29, 2019

LOGO

THE HAIN CELESTIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-22818

22-3240619

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1111 Marcus Avenue, Lake Success, NY 11042

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 587-5000

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $.01 per share

HAIN

The NASDAQ^® Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02

Results of Operations and Financial Condition.

On August 29, 2019, The Hain Celestial Group, Inc. (the “Company”) issued a press release announcing financial results for its fourth quarter and fiscal year ended June 30, 2019. A copy of the press release is furnished as Exhibit 99.1 hereto.

On August 29, 2019, the Company also posted an Earnings Call Presentation dated August 29, 2019 on the Investor Relations section of the Company’s website at ir.hain.com. A copy of the Earnings Call Presentation is furnished as Exhibit 99.2 hereto.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release of The Hain Celestial Group, Inc. dated August 29, 2019.

99.2		The Hain Celestial Group, Inc. Earnings Call Presentation dated August 29, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 29, 2019


THE HAIN CELESTIAL GROUP, INC. (Registrant)

By:		/s/ James Langrock
Name:		James Langrock
Title:		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

LOGO

Hain Celestial Reports Fourth Quarter and Fiscal Year 2019 Financial Results

Successful Continued Execution of Transformational Strategic Plan

Third Consecutive Quarter of Sequential Adjusted Margin Improvement

Provides Fiscal Year 2020 Guidance

Lake Success, NY, August 29, 2019—The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain Celestial” 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 fourth quarter and fiscal year ended June 30, 2019. The results contained herein are presented with the Hain Pure Protein operating segment being treated as a discontinued operation.

“We are pleased with our team’s solid execution on our transformational strategic plan during the fourth quarter. Our financial results demonstrate the third consecutive quarter of sequential adjusted margin improvement along with key operational improvements in the United States and internationally,” commented Mark L. Schiller, Hain Celestial’s President and Chief Executive Officer. “In a very short period of time, we have started to make significant progress on our key strategies in the United States including simplifying the portfolio, strengthening our core capabilities and expanding margins and cash flow. The team is delivering on the plan we outlined at our Investor Day in February which was to first get smaller and more profitable so that we could then focus our resources on reinvigorating profitable topline growth in a core set of brands by optimizing in-store assortment, building innovation and enhancing marketing. For fiscal 2020, we remain confident in our ability to generate significant further improvements in overall profit across our business and in building the foundation for future accelerated growth.”

FINANCIAL HIGHLIGHTS¹

Summary of Fourth Quarter Results from Continuing Operations²

•

Net sales decreased 10% to $557.7 million compared to the prior year period.

•

Net sales decreased 7% on a constant currency basis compared to the prior year period.

•

When adjusted for Foreign Exchange and Acquisitions, Divestitures and certain other items, including the Project Terra Stock Keeping Unit (“SKU”) rationalization³, net sales decreased 6% compared to the prior year period.

•

Gross margin of 19.0%, a 120 basis point decrease over the prior year period and a 190 basis point decrease from the third quarter of fiscal 2019.

•

Adjusted gross margin of 23.0%, a 190 basis point increase over the prior year period and a 140 basis point increase from the third quarter of fiscal 2019.

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 are provided herein in the tables “Reconciliation of GAAP Results to Non-GAAP Measures.”

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

³	Refer to “Net Sales Growth at Constant Currency and Adjusted for Acquisitions, Divestitures and Other” provided herein.

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

•

Operating income of $0.7 million compared to $16.6 million in the prior year period and $23.9 million in the third quarter of fiscal 2019.

•

Adjusted operating income of $40.5 million compared to $44.5 million in the prior year period and $38.9 million in the third quarter of fiscal 2019.

•

Net loss of $7.7 million compared to $4.6 million in the prior year period and net income of $10.1 million in the third quarter of fiscal 2019.

•

Adjusted net income of $22.4 million compared to $27.7 million in prior year period and $21.7 million in the third quarter of fiscal 2019.

•

EBITDA of $25.9 million compared to $45.8 million in the prior year period and $41.5 million in the third quarter of fiscal 2019.

•

EBITDA margin of 4.6%, a 280 basis point decrease compared to the prior year period and 230 basis point decrease from the third quarter of fiscal 2019.

•

Adjusted EBITDA of $57.0 million compared to $61.4 million in the prior year period and $55.5 million in the third quarter of fiscal 2019.

•

Adjusted EBITDA margin of 10.2%, a 30 basis point increase compared to the prior year period and a 90 basis point increase from the third quarter of fiscal 2019.

•

Loss per diluted share of $0.07 compared to $0.04 in the prior year period and earnings per diluted share (“EPS”) of $0.10 in the third quarter of fiscal 2019.

•

Adjusted EPS of $0.21 compared to $0.27 in the prior year period and $0.21 in the third quarter of fiscal 2019.

Summary of Fiscal Year 2019 Results from Continuing Operations²

•

Net sales decreased 6% to $2,302.5 million compared to the prior year.

•

Net sales decreased 4% on a constant currency basis compared to the prior year.

•

When adjusted for Foreign Exchange and Acquisitions, Divestitures and certain other items, including the Project Terra SKU rationalization³, net sales decreased 2% compared to the prior year.

•

Gross margin of 19.3%, a 170 basis point decrease over the prior year.

•

Adjusted gross margin of 21.0%, a 110 basis point decrease over the prior year.

•

Operating loss of $14.9 million compared to operating income of $106.0 million in the prior year.

•

Adjusted operating income of $130.2 million compared to $186.1 million in the prior year.

•

Net loss of $49.9 million compared to net income of $82.4 million in the prior year.

•

Adjusted net income of $68.7 million compared to $121.3 million in prior year.

•

EBITDA of $80.7 million compared to $197.2 million in the prior year.

•

EBITDA margin of 3.5%, a 450 basis point decrease compared to the prior year.

•

Adjusted EBITDA of $191.4 million compared to $255.9 million in the prior year.

•

Adjusted EBITDA margin of 8.3%, a 210 basis point decrease compared to the prior year.

•

Loss per diluted share of $0.48 compared to EPS of $0.79 in the prior year.

•

Adjusted EPS of $0.66 compared to $1.16 in the prior year.

SEGMENT HIGHLIGHTS FROM CONTINUING OPERATIONS

Hain Celestial United States

Hain Celestial United States net sales in the fourth quarter were $239.8 million, a decrease of 11% over the prior year period. When adjusted for Acquisitions, Divestitures and certain other items including the Project Terra SKU rationalization³, net sales decreased 8% over the prior year period. Segment operating loss in the fourth quarter was $2.6 million, a 114% decrease from the prior year period and a 115% decrease from the third quarter of fiscal 2019. Adjusted operating income was $20.3 million, a 12% decrease over the prior year period and a 7% decrease from the third quarter of fiscal 2019. Segment EBITDA in the fourth quarter was $6.0 million, a 73% decrease from the prior year period and a 71% decrease from the third quarter of fiscal 2019. Adjusted EBITDA was $24.2 million, a 10% decrease over the prior year period and a 5% decrease from the third quarter of 2019.

Hain Celestial United States net sales in fiscal year 2019 were $1,009.4 million, a decrease of 7% over the prior year. When adjusted for Acquisitions, Divestitures and certain other items including the Project Terra SKU rationalization³, net sales decreased 4% over the prior year. Segment operating income in fiscal year 2019 was $23.9 million, a 72%

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

decrease from the prior year. Adjusted operating income was $63.2 million, a 44% decrease over the prior year. Segment EBITDA in fiscal year 2019 was $44.6 million, a 59% decrease from the prior year. Adjusted EBITDA was $77.9 million, a 40% decrease over the prior year.

Hain Celestial United Kingdom

Hain Celestial United Kingdom net sales in the fourth quarter were $214.4 million, a decrease of 10% over the prior year period. When adjusted for Foreign Exchange, Acquisitions and Divestitures and certain other items³ net sales decreased 5% over the prior year period. The net sales decrease compared to the prior year period was driven by 14% and 7% declines from Hain Daniels and Ella’s Kitchen^®, respectively, partially offset by 3% growth from Tilda^®, or 9% and 2% declines from Hain Daniels and Ella’s Kitchen^®, respectively, and 8% growth from Tilda^®, after adjusting for Foreign Exchange, Acquisitions and Divestitures and certain other items³. The results for the United Kingdom segment compared to the prior year period were primarily driven by declines from the New Covent Garden Soup Co.^®, Yorkshire Provender^® and Johnson’s Juice Co.^™ brands and private label sales, offset in part by growth in the Linda McCartney^®, Hartley’s^® and Cully & Sully^® brands. Segment operating income was $15.6 million, an 18% decrease over the prior year period and a 14% decrease from the third quarter of fiscal 2019. Adjusted operating income was $22.3 million, an increase of 10% over the prior year period and a 17% increase from the third quarter of fiscal 2019. Segment EBITDA in the fourth quarter was $27.1 million, a 1% increase from the prior year period and a 5% increase from the third quarter of fiscal 2019. Adjusted EBITDA was $29.4 million, a 7% increase over the prior year period and 10% increase from the third quarter of 2019.

Hain Celestial United Kingdom net sales in fiscal year 2019 were $885.5 million, a decrease of 6% over the prior year. When adjusted for Foreign Exchange, Acquisitions and Divestitures and certain other items³ net sales decreased 1% over the prior year. The results for the United Kingdom segment compared to the prior year reflected a 9% decline in Hain Daniels, or 4% after adjusting for Foreign Exchange, Acquisitions and Divestitures and certain other items³, primarily driven by declines from the New Covent Garden Soup Co.^® and Johnson’s Juice Co.^™ brands and private label sales, offset in part by growth in the Linda McCartney^® and Hartley’s^® brands. This was partially offset by 3% growth from Tilda^® and 1% growth from Ella’s Kitchen^®, or 8% and 5% growth, respectively, after adjusting for Foreign Exchange, Acquisitions and Divestitures and certain other items³. Segment operating income was $52.4 million, a 7% decrease over the prior year. Adjusted operating income was $70.2 million, flat compared to the prior year. Segment EBITDA in fiscal year 2019 was $90.9 million, a 2% increase from the prior year. Adjusted EBITDA was $99.5 million, a 1% decrease over the prior year.

Rest of World

Rest of World net sales in the fourth quarter were $103.5 million, a decrease of 7% over the prior year period. When adjusted for Foreign Exchange, Acquisitions and Divestitures and certain other items³ net sales decreased 1% over the prior year period. Net sales for Hain Celestial Canada decreased 8% compared to the prior year period, or 2% after adjusting for Foreign Exchange, Acquisitions and Divestitures and certain other items³, primarily driven by declines from the Sensible Portions^®, Europe’s Best^® and Spectrum^® Organics brands, offset in part by growth from the Live Clean^® and Yves Veggie Cuisine^® brands. Net sales for Hain Celestial Europe increased 1%, or 7% on a constant currency basis, primarily driven by growth from the Natumi^® brand and private label sales, offset in part by declines from the Dream^® and Joya^® brands. Net sales for Hain Ventures, formerly known as Cultivate Ventures, decreased 29%, or 29% after adjusting for Acquisitions and Divestitures and certain other items³, primarily driven by declines from the BluePrint^®, DeBoles^® and SunSpire^® brands, offset in part by growth from private label sales. Segment operating income in the fourth quarter was $5.7 million, a 29% decrease over the prior year period and a 47% decrease from the third quarter of fiscal 2019. Adjusted operating income was $11.2 million, a 13% increase over the prior year period and a 1% decrease from the third quarter of fiscal 2019. Segment EBITDA in the fourth quarter was $8.0 million, a 33% decrease from the prior year period and a 43% decrease from the third quarter of fiscal 2019. Adjusted EBITDA was $14.6 million, a 13% increase over the prior year period and a 1% increase from the third quarter of 2019.

Rest of World net sales in fiscal year 2019 were $407.6 million, a decrease of 6% over the prior year. When adjusted for Foreign Exchange, Acquisitions and Divestitures and certain other items³ net sales decreased 1% over the prior year. Net sales for Hain Celestial Canada decreased 8% compared to the prior year, or 2% after adjusting for Foreign Exchange, Acquisitions and Divestitures and certain other items³, primarily driven by declines from the Europe’s Best^®, Dream^® and Spectrum^® Organics brands and private label sales, offset in part by growth from the Live

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

Clean^®, Sensible Portions^® and Yves Veggie Cuisine^® brands. Net sales for Hain Celestial Europe decreased 1%, or increased 4% on a constant currency basis, primarily driven by strong performance from the Joya^® and Natumi^® brands and private label sales, offset in part by declines from the Lima^®, Danival^® and Dream^® brands. Net sales for Hain Ventures, formerly known as Cultivate Ventures, decreased 20%, or 18% after adjusting for Acquisitions and Divestitures and certain other items³, primarily driven by declines from the BluePrint^®, DeBoles^® and SunSpire^® brands, offset in part by growth from the GG UniqueFiber^™ brand and private label sales. Segment operating income in fiscal year 2019 was $32.8 million, a 15% decrease over the prior year. Adjusted operating income was $41.0 million, a 4% decrease over the prior year. Segment EBITDA in fiscal year 2019 was $44.0 million, a 13% decrease from the prior year. Adjusted EBITDA was $53.3 million, flat compared to the prior year.

Hain Pure Protein Discontinued Operations

As previously disclosed on May 5, 2018, the results of operations, financial position and cash flows related to the operations of the Hain Pure Protein business segment have been moved to discontinued operations in the current and prior periods. On February 15, 2019, the Company completed the sale of substantially all of the assets used primarily for the Plainville Farms business and on June 28, 2019 the Company completed the sale of its equity interest in Hain Pure Protein Corporation, which included the FreeBird^® and Empire Kosher^® businesses. Net sales for Hain Pure Protein in the fourth quarter were $58.7 million, a decrease of 48% compared to the prior year period. Net loss from discontinued operations, net of tax in the fourth quarter was $5.9 million and included loss on sale of $0.6 million.

For fiscal year 2019, net sales for Hain Pure Protein were $408.1 million, a decrease of 20% compared to the prior year. Net loss from discontinued operations, net of tax for fiscal year 2019 was $133.4 million and included a $80.0 million non-cash impairment charge and a loss on sale of $30.0 million.

Fiscal Year 2020 Guidance

The Company expects the following for fiscal year 2020 pro forma results excluding the contribution from its recently announced completed sale of Tilda^®:


	Fiscal Year 2020
	Reported	Constant Currency
Adjusted EBITDA	$168 Million to $192 Million	$173 Million to $198 Million
% Growth	+2% to +16%	+5% to +20%
Adjusted EPS	$0.59 to $0.72	$0.62 to $0.75
% Growth	-2% to +20%	+3% to +25%

Guidance, where adjusted, is provided on a non-GAAP basis and excludes acquisition-related expenses; integration charges; restructuring charges, start-up costs, consulting fees and other costs associated with Project Terra; 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 and divestitures.

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:

James Langrock / Katie Turner

The Hain Celestial Group, Inc.

516-587-5000

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com


(unaudited and dollars in thousands)	United States			United Kingdom			Rest of World			Corporate/ Other			Total
Net Sales
Net sales - Three months ended 6/30/19	$	239,821		$	214,367		$	103,494		$	—		$	557,682

Net sales - Three months ended 6/30/18	$	269,857		$	239,061		$	110,680		$	—		$	619,598

% change - FY’19 net sales vs. FY’18 net sales		(11.1	)%		(10.3	)%		(6.5	)%					(10.0	)%

Operating income (loss)
Three months ended 6/30/19
Operating (loss) income	$	(2,585	)	$	15,591		$	5,742		$	(18,008	)	$	740
Non-GAAP adjustments (1)		22,934			6,719			5,447			4,706			39,806

Adjusted operating income (loss)	$	20,349		$	22,310		$	11,189		$	(13,302	)	$	40,546

Operating (loss) income margin		(1.1	)%		7.3	%		5.5	%					0.1	%
Adjusted operating income margin		8.5	%		10.4	%		10.8	%					7.3	%

Three months ended 6/30/18
Operating income (loss)	$	18,623		$	18,984		$	8,069		$	(29,096	)	$	16,580
Non-GAAP adjustments ⁽¹⁾		4,571			1,257			1,862			20,211			27,901

Adjusted operating income (loss)	$	23,194		$	20,241		$	9,931		$	(8,885	)	$	44,481

Operating income margin		6.9	%		7.9	%		7.3	%					2.7	%
Adjusted operating income margin		8.6	%		8.5	%		9.0	%					7.2	%

(1)

See accompanying table of “Reconciliation of GAAP Results to Non-GAAP Measures”


(unaudited and dollars in thousands)	United States			United Kingdom			Rest of World			Corporate/ Other			Total
Net Sales
Net sales - Twelve months ended 6/30/19	$	1,009,406		$	885,488		$	407,574		$	—		$	2,302,468

Net sales - Twelve months ended 6/30/18	$	1,084,871		$	938,029		$	434,869		$	—		$	2,457,769

% change - FY’19 net sales vs. FY’18 net sales		(7.0	)%		(5.6	)%		(6.3	)%					(6.3	)%

Operating (loss) income
Twelve months ended 6/30/19
Operating income (loss)	$	23,864		$	52,413		$	32,820		$	(123,983	)	$	(14,886	)
Non-GAAP adjustments (1)		39,347			17,769			8,179			79,781			145,076

Adjusted operating income (loss)	$	63,211		$	70,182		$	40,999		$	(44,202	)	$	130,190

Operating income (loss) margin		2.4	%		5.9	%		8.1	%					(0.6	)%
Adjusted operating income margin		6.3	%		7.9	%		10.1	%					5.7	%

Twelve months ended 6/30/18
Operating income (loss)	$	86,319		$	56,046		$	38,660		$	(74,985	)	$	106,040
Non-GAAP adjustments ⁽¹⁾		26,841			14,227			3,985			34,980			80,033

Adjusted operating income (loss)	$	113,160		$	70,273		$	42,645		$	(40,005	)	$	186,073

Operating income margin		8.0	%		6.0	%		8.9	%					4.3	%
Adjusted operating income margin		10.4	%		7.5	%		9.8	%					7.6	%

(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

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^®, Arrowhead Mills^®, Bearitos^®, Better Bean^®, BluePrint^®, Casbah^®, Celestial Seasonings^®, Clarks^™, Coconut Dream^®, Cully & Sully^®, Danival^®, DeBoles^®, Earth’s Best^®, Ella’s Kitchen^®, Europe’s Best^®, 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^®, Rudi’s Gluten-Free Bakery^™, Rudi’s Organic Bakery^®, Sensible Portions^®, Spectrum^® Organics, Soy Dream^®, Sun-Pat^®, Sunripe^®, SunSpire^®, Terra^®, The Greek Gods^®, Walnut Acres^®, WestSoy^®, 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 Project Terra, the Company’s Guidance for Fiscal Year 2020 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, the impact of competitive products and changes to the competitive environment, changes to consumer preferences, political uncertainty in the United Kingdom and the negotiation of its 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

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

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, Acquisitions and 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, EBITDA, 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 twelve months ended June 30, 2019 and 2018 and the three months ended March 31, 2019 and 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.

For the three and twelve months ended June 30, 2019 and 2018, Operating Free Cash Flow from continuing operations was calculated as follows:


	Three Months Ended June 30,						Twelve Months Ended June 30,
	2019			2018			2019			2018
	(unaudited and dollars in thousands)
Cash flow provided by operating activities - continuing operations	$	37,476		$	53,938		$	49,519		$	121,308
Purchases of property, plant and equipment		(21,236	)		(22,523	)		(77,128	)		(70,891	)

Operating Free Cash Flow - continuing operations	$	16,240		$	31,415		$	(27,609	)	$	50,417

The Company’s Operating Free Cash Flow from continuing operations was $16.2 million for the three months ended June 30, 2019, a decrease of $15.2 million from the three months ended June 30, 2018. This decrease resulted primarily from a decrease in net (loss) income adjusted for non-cash charges. The Company’s Operating Free Cash Flow from continuing operations was negative $27.6 million for the twelve months ended June 30, 2019, a decrease of $78.0 million from the twelve months ended June 30, 2018. This decrease resulted primarily from a decrease in net income adjusted for non-cash charges and increased capital expenditures in the current year, offset in part by cash provided by 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 Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

The Company provides net sales adjusted for constant currency, acquisitions and 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 EBITDA as net (loss) income from continuing operations (a GAAP measure) before income taxes, net interest expense, depreciation and amortization, equity in net loss (income) of equity-method investees, stock-based compensation, net, stock-based compensation expense in connection with the Succession Plan, long-lived asset and intangible impairments and unrealized currency gains and losses. The Company defines segment EBITDA as operating income (a GAAP measure) before depreciation and amortization, stock-based compensation, net and long-lived asset impairments. Adjusted EBITDA is defined as EBITDA before acquisition-related expenses, including integration and restructuring charges, and other non-recurring items. 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

For the three and twelve months ended June 30, 2019 and 2018, EBITDA and Adjusted EBITDA from continuing operations was calculated as follows:


	Three Months Ended June 30,						Twelve Months Ended June 30,
	2019			2018			2019			2018
	(unaudited and dollars in thousands)
Net (loss) income	$	(13,551	)	$	(69,941	)	$	(183,314	)	$	9,694
Net loss from discontinued operations		(5,897	)		(65,385	)		(133,369	)		(72,734	)

Net (loss) income from continuing operations	$	(7,654	)	$	(4,556	)	$	(49,945	)	$	82,428

(Benefit) provision for income taxes		(1,018	)		10,629			(2,697	)		(887	)
Interest expense, net		8,877			6,804			32,970			24,339
Depreciation and amortization		14,840			15,670			56,914			60,809
Equity in net loss (income) of equity-method investees		264			(235	)		655			(339	)
Stock-based compensation, net		4,001			3,122			9,503			13,380
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement		—			(2,203	)		429			(2,203	)
Goodwill impairment		—			7,700			—			7,700
Long-lived asset and intangibles impairment		10,010			5,743			33,719			14,033
Unrealized currency (gains)/losses		(3,401	)		3,143			(850	)		(2,027	)

EBITDA	$	25,919		$	45,817		$	80,698		$	197,233

Project Terra costs and other		10,494			4,276			39,958			18,026
Chief Executive Officer Succession Plan expense, net		—			2,723			29,727			2,723
Proceeds from insurance claims		(4,460	)		—			(4,460	)		—
Accounting review and remediation costs, net of insurance proceeds		—			2,887			4,334			9,293
Warehouse/manufacturing facility start-up costs		8,107			3,024			17,636			4,179
SKU rationalization		10,346			—			12,381			4,913
Plant closure related costs		3,954			1,567			7,457			5,513
Realized currency loss on repayment of international loans		2,706			—			2,706			—
Litigation and related expenses		455			780			1,517			1,015
Gain on sale of business		(534	)		—			(534	)		—
Losses on terminated chilled desserts contract		—			—			—			6,553
Co-packer disruption		—			—			—			3,692
Regulated packaging change		—			—			—			1,007
Toys “R” Us bad debt		—			—			—			897
Recall and other related costs		—			307			—			580
Machine break-down costs		—			—			—			317

Adjusted EBITDA	$	56,987		$	61,381		$	191,420		$	255,941

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Consolidated Balance Sheets

(unaudited and in thousands)


	June 30,			June 30,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	39,526		$	106,557
Accounts receivable, net		236,945			252,708
Inventories		364,887			391,525
Prepaid expenses and other current assets		60,429			59,946
Current assets of discontinued operations		—			240,851

Total current assets		701,787			1,051,587
Property, plant and equipment, net		328,362			310,172
Goodwill		1,008,979			1,024,136
Trademarks and other intangible assets, net		465,211			510,387
Investments and joint ventures		18,890			20,725
Other assets		59,391			29,667

Total assets	$	2,582,620		$	2,946,674

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	238,298		$	229,993
Accrued expenses and other current liabilities		118,940			116,001
Current portion of long-term debt		25,919			26,605
Current liabilities of discontinued operations		—			49,846

Total current liabilities		383,157			422,445
Long-term debt, less current portion		613,537			687,501
Deferred income taxes		51,910			86,909
Other noncurrent liabilities		14,697			12,770

Total liabilities		1,063,301			1,209,625
Stockholders’ equity:
Common stock		1,088			1,084
Additional paid-in capital		1,158,257			1,148,196
Retained earnings		695,017			878,516
Accumulated other comprehensive loss		(225,004	)		(184,240	)

		1,629,358			1,843,556
Treasury stock		(110,039	)		(106,507	)

Total stockholders’ equity		1,519,319			1,737,049

Total liabilities and stockholders’ equity	$	2,582,620		$	2,946,674

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Consolidated Statements of Operations

(unaudited and in thousands, except per share amounts)


	Three Months Ended June 30,						Twelve Months Ended June 30,
	2019			2018			2019			2018
Net sales	$	557,682		$	619,598		$	2,302,468		$	2,457,769
Cost of sales		451,605			494,501			1,857,255			1,942,321

Gross profit		106,077			125,097			445,213			515,448
Selling, general and administrative expenses		85,566			83,048			340,949			341,634
Amortization of acquired intangibles		3,727			4,343			15,294			18,202
Project Terra costs and other		10,494			4,276			40,107			18,026
Chief Executive Officer Succession Plan expense, net		—			520			30,156			520
Proceeds from insurance claims		(4,460	)		—			(4,460	)		—
Accounting review and remediation costs, net of insurance proceeds		—			2,887			4,334			9,293
Goodwill impairment		—			7,700			—			7,700
Long-lived asset and intangibles impairment		10,010			5,743			33,719			14,033

Operating income (loss)		740			16,580			(14,886	)		106,040
Interest and other financing expense, net		10,166			7,382			36,078			26,925
Other (income)/expense, net		(1,018	)		3,360			1,023			(2,087	)

(Loss) income from continuing operations before income taxes and equity in net loss (income) of equity-method investees		(8,408	)		5,838			(51,987	)		81,202
(Benefit) provision for income taxes		(1,018	)		10,629			(2,697	)		(887	)
Equity in net loss (income) of equity-method investees		264			(235	)		655			(339	)

Net (loss) income from continuing operations	$	(7,654	)	$	(4,556	)	$	(49,945	)	$	82,428
Net loss from discontinued operations, net of tax		(5,897	)		(65,385	)		(133,369	)		(72,734	)

Net (loss) income	$	(13,551	)	$	(69,941	)	$	(183,314	)	$	9,694

Net (loss) income per common share:
Basic net (loss) income per common share from continuing operations	$	(0.07	)	$	(0.04	)	$	(0.48	)	$	0.79
Basic net loss per common share from discontinued operations		(0.06	)		(0.63	)		(1.28	)		(0.70	)

Basic net (loss) income per common share	$	(0.13	)	$	(0.67	)	$	(1.76	)	$	0.09

Diluted net (loss) income per common share from continuing operations	$	(0.07	)	$	(0.04	)	$	(0.48	)	$	0.79
Diluted net loss per common share from discontinued operations		(0.06	)		(0.63	)		(1.28	)		(0.70	)

Diluted net (loss) income per common share	$	(0.13	)	$	(0.67	)	$	(1.76	)	$	0.09

Shares used in the calculation of net (loss) income per common share:
Basic		104,167			103,927			104,076			103,848

Diluted		104,167			103,927			104,076			104,477

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Consolidated Statements of Cash Flows

(unaudited and dollars in thousands)


	Three Months Ended June 30,						Twelve Months Ended June 30,
	2019			2018			2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(13,551	)	$	(69,941	)	$	(183,314	)	$	9,694
Net loss from discontinued operations		(5,897	)		(65,385	)		(133,369	)		(72,734	)

Net (loss) income from continuing operations		(7,654	)		(4,556	)		(49,945	)		82,428
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization		14,840			15,670			56,914			60,809
Deferred income taxes		(1,137	)		8,612			(25,790	)		(21,503	)
Equity in net loss (income) of equity-method investees		264			(235	)		655			(339	)
Stock-based compensation, net		4,001			919			9,932			11,177
Impairment charges		10,010			13,443			33,719			21,733
Other non-cash items, net		(2,478	)		1,284			1,225			(741	)
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
Accounts receivable		30,018			(843	)		21,194			(24,841	)
Inventories		27,824			(1,681	)		20,648			(45,036	)
Other current assets		(6,073	)		(1,116	)		(5,758	)		(9,269	)
Other assets and liabilities		(1,551	)		(7,763	)		3,697			(2,396	)
Accounts payable and accrued expenses		(30,588	)		30,204			(16,972	)		49,286

Net cash provided by operating activities - continuing operations		37,476			53,938			49,519			121,308

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(21,236	)		(22,523	)		(77,128	)		(70,891	)
Acquisitions of businesses, net of cash acquired		—			696			—			(12,368	)
Proceeds from sale of assets and other		3,282			614			7,145			738

Net cash used in investing activities - continuing operations		(17,954	)		(21,213	)		(69,983	)		(82,521	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under bank revolving credit facility		45,000			20,000			285,000			65,000
Repayments under bank revolving credit facility		(82,000	)		(45,035	)		(268,791	)		(400,220	)
Borrowings under term loan		—			—			—			299,245
Repayments under term loan		(78,750	)		(3,750	)		(90,000	)		(3,750	)
Proceeds from (funding of) discontinued operations entities		73,480			(4,401	)		36,029			(21,568	)
Borrowings (repayments) of other debt, net		1,599			(4,107	)		(3,171	)		(996	)
Shares withheld for payment of employee payroll taxes		(461	)		(340	)		(3,532	)		(7,193	)

Net cash used in financing activities - continuing operations		(41,132	)		(37,633	)		(44,465	)		(69,482	)

Effect of exchange rate changes on cash		(878	)		(5,687	)		(2,102	)		197
CASH FLOWS FROM DISCONTINUED OPERATIONS
Cash used in operating activities		(911	)		(2,303	)		(8,250	)		(14,086	)
Cash provided by (used in) investing activities		70,683			(2,221	)		37,941			(10,752	)
Cash (used in) provided by financing activities		(73,450	)		4,350			(36,151	)		21,361

Net cash flows used in discontinued operations		(3,678	)		(174	)		(6,460	)		(3,477	)

Net decrease in cash and cash equivalents		(26,166	)		(10,769	)		(73,491	)		(33,975	)
Cash and cash equivalents at beginning of period		65,692			123,786			113,017			146,992

Cash and cash equivalents at end of period	$	39,526		$	113,017		$	39,526		$	113,017
Less: cash and cash equivalents of discontinued operations		—			(6,460	)		—			(6,460	)

Cash and cash equivalents of continuing operations at end of period	$	39,526		$	106,557		$	39,526		$	106,557

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Reconciliation of GAAP Results to Non-GAAP Measures

(unaudited and in thousands, except per share amounts)


	Three Months Ended June 30,
	2019 GAAP			Adjustments			2019 Adjusted		2018 GAAP			Adjustments			2018 Adjusted
Net sales	$	557,682			—		$	557,682	$	619,598			—		$	619,598
Cost of sales		451,605			(22,314	)		429,291		494,501			(5,346	)		489,155
Gross profit		106,077			22,314			128,391		125,097			5,346			130,443
Operating expenses (a)		99,303			(11,459	)		87,844		93,134			(7,172	)		85,962
Project Terra costs and other		10,494			(10,494	)		—		4,276			(4,276	)		—
Chief Executive Officer Succession Plan expense, net		—			—			—		520			(520	)		—
Proceeds from insurance claims		(4,460	)		4,460			—		—			—			—
Accounting review and remediation costs, net of insurance proceeds		—			—			—		2,887			(2,887	)		—
Goodwill impairment		—			—			—		7,700			(7,700	)		—
Operating income		740			39,807			40,547		16,580			27,901			44,481
Interest and other expense (income), net (b)		9,147			882			10,029		10,742			(3,143	)		7,599
(Benefit) provision for income taxes		(1,018	)		8,912			7,894		10,629			(1,255	)		9,374
Net (loss) income from continuing operations		(7,654	)		30,013			22,359		(4,556	)		32,299			27,743
Net (loss) income from discontinued operations, net of tax		(5,897	)		5,897			—		(65,385	)		65,385			—
Net (loss) income		(13,551	)		35,910			22,359		(69,941	)		97,684			27,743

Diluted net (loss) income per common share from continuing operations		(0.07	)		0.29			0.21		(0.04	)		0.31			0.27
Diluted net (loss) income per common share from discontinued operations		(0.06	)		0.06			—		(0.63	)		0.63			—
Diluted net (loss) income per common share		(0.13	)		0.34			0.21		(0.67	)		0.94			0.27

Detail of Adjustments:


	Three Months Ended			Three Months Ended
	June 30, 2019			June 30, 2018
Warehouse/manufacturing facility start-up costs	$	8,107		$	3,024
Plant closure related costs		3,861			2,015
SKU rationalization		10,346			—
Recall and other related costs		—			307

Cost of sales		22,314			5,346

Gross profit		22,314			5,346

Stock-based compensation acceleration		875			—
Intangibles impairment		—			5,632
Long-lived asset impairment charge associated with plant closure		10,010			111
Litigation and related expenses		455			780
Plant closure related costs		119			—
Accelerated Depreciation on software disposal		—			461
Warehouse/manufacturing facility start-up costs		—			188

Operating expenses (a)		11,459			7,172

Project Terra costs and other		10,494			4,276

Project Terra costs and other		10,494			4,276

Chief Executive Officer Succession Plan expense, net		—			520

Chief Executive Officer Succession Plan expense, net		—			520

Proceeds from insurance claims		(4,460	)		—

Proceeds from insurance claims		(4,460	)		—

Accounting review and remediation costs, net of insurance proceeds		—			2,887

Accounting review and remediation costs, net of insurance proceeds		—			2,887

Goodwill impairment		—			7,700

Goodwill impairment		—			7,700

Operating income		39,807			27,901

Unrealized currency gains		(3,401	)		3,143
Realized currency loss on repayment of international loans		2,706			—
Gain on sale of business		(534	)		—
Deferred financing cost write-off		347			—

Interest and other expense (income), net (b)		(882	)		3,143

Income tax related adjustments		(8,912	)		1,255

(Benefit) provision for income taxes		(8,912	)		1,255

Net (loss) income from continuing operations	$	30,013		$	32,299

^(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 (income), net.

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Reconciliation of GAAP Results to Non-GAAP Measures

(unaudited and in thousands, except per share amounts)


	Twelve Months Ended June 30,
	2019 GAAP			Adjustments			2019 Adjusted		2018 GAAP			Adjustments			2018 Adjusted
Net sales	$	2,302,468			—		$	2,302,468	$	2,457,769			—		$	2,457,769
Cost of sales		1,857,255			(37,623	)		1,819,632		1,942,321			(27,200	)		1,915,121
Gross profit		445,213			37,623			482,836		515,448			27,200			542,648
Operating expenses (a)		389,962			(37,316	)		352,646		373,869			(17,294	)		356,575
Project Terra costs and other		40,107			(40,107	)		—		18,026			(18,026	)		—
Chief Executive Officer Succession Plan expense, net		30,156			(30,156	)		—		520			(520	)		—
Proceeds from insurance claims		(4,460	)		4,460			—		—			—			—
Accounting review and remediation costs, net of insurance proceeds		4,334			(4,334	)		—		9,293			(9,293	)		—
Goodwill impairment		—			—			—		7,700			(7,700	)		—
Operating (loss) income		(14,886	)		145,076			130,190		106,040			80,033			186,073
Interest and other expense (income), net (b)		37,100			(1,669	)		35,431		24,838			2,027			26,865
(Benefit) provision for income taxes		(2,697	)		28,116			25,419		(887	)		39,133			38,246
Net (loss) income from continuing operations		(49,945	)		118,628			68,683		82,428			38,873			121,301
Net (loss) income from discontinued operations, net of tax		(133,369	)		133,369			—		(72,734	)		72,734			—
Net (loss) income		(183,314	)		251,997			68,683		9,694			111,607			121,301

Diluted net (loss) income per common share from continuing operations		(0.48	)		1.14			0.66		0.79			0.37			1.16
Diluted net (loss) income per common share from discontinued operations		(1.28	)		1.28			—		(0.70	)		0.70			—
Diluted net (loss) income per common share		(1.76	)		2.42			0.66		0.09			1.07			1.16

Detail of Adjustments:


	Twelve Months Ended			Twelve Months Ended
	June 30, 2019			June 30, 2018
Warehouse/manufacturing facility start-up costs	$	17,636		$	4,179
Plant closure related costs		7,606			5,958
SKU rationalization		12,381			4,913
Recall and other related costs		—			580
Machine break-down costs		—			317
Losses on terminated chilled desserts contract		—			6,553
Co-packer disruption		—			3,692
Regulated packaging change		—			1,007

Cost of sales		37,623			27,200

Gross profit		37,623			27,200

Intangibles impairment		17,900			5,632
Long-lived asset impairment charge associated with plant closure		15,819			8,401
Litigation and related expenses		1,517			1,015
Stock-based compensation acceleration		1,458			700
Plant closure related costs		622			—
Toys “R” Us bad debt		—			897
Accelerated Depreciation on software disposal		—			461
Warehouse/manufacturing facility start-up costs		—			188

Operating expenses (a)		37,316			17,294

Project Terra costs and other		40,107			18,026

Project Terra costs and other		40,107			18,026

Chief Executive Officer Succession Plan expense, net		30,156			520

Chief Executive Officer Succession Plan expense, net		30,156			520

Proceeds from insurance claims		(4,460	)		—

Proceeds from insurance claims		(4,460	)		—

Accounting review and remediation costs, net of insurance proceeds		4,334			9,293

Accounting review and remediation costs, net of insurance proceeds		4,334			9,293

Goodwill impairment		—			7,700

Goodwill impairment		—			7,700

Operating (loss) income		145,076			80,033

Unrealized currency gains		(850	)		(2,027	)
Realized currency loss on repayment of international loans		2,706			—
Gain on sale of business		(534	)		—
Deferred financing cost write-off		347			—

Interest and other expense (income), net (b)		1,669			(2,027	)

Income tax related adjustments		(28,116	)		(39,133	)

(Benefit) provision for income taxes		(28,116	)		(39,133	)

Net (loss) income from continuing operations	$	118,628		$	38,873

^(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 (income), net.

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Net Sales Growth at Constant Currency

(unaudited and dollars in thousands)


	Hain			United			Rest of
	Consolidated			Kingdom			World
Net sales - Three months ended 6/30/19	$	557,682		$	214,367		$	103,494
Impact of foreign currency exchange		17,036			12,225			4,811

Net sales on a constant currency basis - Three months ended 6/30/19	$	574,718		$	226,592		$	108,305

Net sales - Three months ended 6/30/18	$	619,598		$	239,061		$	110,680
Net sales growth on a constant currency basis		(7.2	)%		(5.2	)%		(2.1	)%

	Hain			United			Rest of
	Consolidated			Kingdom			World
Net sales - Twelve months ended 6/30/19	$	2,302,468		$	885,488		$	407,574
Impact of foreign currency exchange		52,622			36,122			16,500

Net sales on a constant currency basis - Twelve months ended 6/30/19	$	2,355,090		$	921,610		$	424,074

Net sales - Twelve months ended 6/30/18	$	2,457,769		$	938,029		$	434,869
Net sales growth on a constant currency basis		(4.2	)%		(1.8	)%		(2.5	)%

Net Sales Growth at Constant Currency and Adjusted for Acquisitions, Divestitures and Other


	Hain						United			Rest of
	Consolidated			United States			Kingdom			World
Net sales on a constant currency basis - Three months ended 6/30/19	$	574,718		$	239,821		$	226,592		$	108,305
Net sales - Three months ended 6/30/18	$	619,598		$	269,857		$	239,061		$	110,680
Project Terra SKU rationalization		(10,445	)		(9,335	)		—			(1,110	)

Net sales on a constant currency basis adjusted for acquisitions, divestitures and other - Three months ended 6/30/18	$	609,153		$	260,522		$	239,061		$	109,570

Net sales growth on a constant currency basis adjusted for acquisitions, divestitures and other		(5.7	)%		(7.9	)%		(5.2	)%		(1.2	)%


										Hain Celestial			Hain Celestial			Hain
	Tilda			Hain Daniels			Ella’s Kitchen			Europe			Canada			Ventures
Net sales growth - Three months ended 6/30/19		2.6	%		(14.3	)%		(7.3	)%		0.6	%		(7.8	)%		(29.2	)%
Impact of foreign currency exchange		5.3	%		5.0	%		5.4	%		6.3	%		3.4	%		—	%
Impact of Project Terra SKU rationalization		—	%		—	%		—	%		—	%		2.3	%		0.5	%

Net sales growth on a constant currency basis adjusted for acquisitions, divestitures and other - Three months ended 6/30/19		7.9	%		(9.3	)%		(1.9	)%		6.9	%		(2.1	)%		(28.7	)%


	Hain						United			Rest of
	Consolidated			United States			Kingdom			World
Net sales on a constant currency basis - Twelve months ended 6/30/19	$	2,355,090		$	1,009,406		$	921,610		$	424,074
Net sales - Twelve months ended 6/30/18	$	2,457,769		$	1,084,871		$	938,029		$	434,869
Acquisitions		4,335			—			4,335			—
Castle contract termination		(12,359	)		—			(12,359	)		—
Project Terra SKU rationalization		(43,310	)		(38,226	)		—			(5,084	)

Net sales on a constant currency basis adjusted for acquisitions, divestitures and other - Twelve months ended 6/30/18	$	2,406,435		$	1,046,645		$	930,005		$	429,785

Net sales growth on a constant currency basis adjusted for acquisitions, divestitures and other		(2.1	)%		(3.6	)%		(0.9	)%		(1.3	)%


										Hain Celestial			Hain Celestial			Hain
	Tilda			Hain Daniels			Ella’s Kitchen			Europe			Canada			Ventures
Net sales growth - Twelve months ended 6/30/19		3.2	%		(8.8	)%		0.5	%		(1.1	)%		(7.9	)%		(19.6	)%
Impact of foreign currency exchange		4.3	%		3.7	%		4.1	%		4.8	%		3.9	%		—	%
Impact of acquisitions		—	%		(0.6	)%		—	%		—	%		—	%		—	%
Impact of castle contract termination		—	%		1.8	%		—	%		—	%		—	%		—	%
Impact of Project Terra SKU rationalization		—	%		—	%		—	%		—	%		2.1	%		2.0	%

Net sales growth on a constant currency basis adjusted for acquisitions, divestitures and other - Twelve months ended 6/30/19		7.5	%		(3.9	)%		4.6	%		3.7	%		(1.9	)%		(17.6	)%

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Segment EBITDA and Adjusted EBITDA

Three Months Ended

(unaudited and dollars in thousands)

United States


	June 30, 2019			March 31, 2019		June 30, 2018
Operating (Loss) Income	$	(2,585	)	$	17,099	$	18,623
Depreciation and amortization		3,235			3,274		3,670
Long-lived asset impairment		5,179			—		(286	)
Other		172			499		71

EBITDA	$	6,001		$	20,872	$	22,078

Project Terra costs and other		3,085			1,246		894
Warehouse/manufacturing facility start-up costs		7,974			3,101		2,943
Plant closure related costs		31			26		711
SKU rationalization		6,665			303		—
Realized currency loss on repayment of international loans		465			—		—
Recall and other related costs		—			—		307

Adjusted EBITDA	$	24,221		$	25,548	$	26,933

United Kingdom


	June 30, 2019			March 31, 2019		June 30, 2018
Operating Income	$	15,591		$	18,147	$	18,984
Depreciation and amortization		7,523			7,258		8,057
Long-lived asset impairment		4,393			—		—
Other		(445	)		371		(190	)

EBITDA	$	27,062		$	25,776	$	26,851

Project Terra costs and other		(1,453	)		896		272
Plant closure related costs		3,781			77		352

Adjusted EBITDA	$	29,390		$	26,749	$	27,475

Rest of World


	June 30, 2019			March 31, 2019		June 30, 2018
Operating Income	$	5,742		$	10,868	$	8,069
Depreciation and amortization		3,115			2,953		3,437
Long-lived asset impairment		438			—		397
Other		(1,344	)		166		(4	)

EBITDA	$	7,951		$	13,987	$	11,899

Project Terra costs and other		1,074			17		419
Warehouse/manufacturing facility start-up costs		133			121		81
Plant closure related costs		84			93		504
SKU rationalization		3,681			202		—
Realized currency loss on repayment of international loans		2,241			—		—
Gain on sale of business		(534	)		—		—

Adjusted EBITDA	$	14,630		$	14,420	$	12,903

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Segment EBITDA and Adjusted EBITDA

Twelve Months Ended

(unaudited and dollars in thousands)

United States


	June 30, 2019		June 30, 2018
Operating Income	$	23,864	$	86,319
Depreciation and amortization		13,103		15,843
Long-lived asset impairment		6,510		5,446
Other		1,083		375

EBITDA	$	44,561	$	107,983

Project Terra costs and other		7,288		5,810
Warehouse/manufacturing facility start-up costs		16,843		2,943
Plant closure related costs		410		3,349
SKU rationalization		8,296		3,712
Realized currency loss on repayment of international loans		465		—
Co-packer disruption		—		3,372
Regulated packaging change		—		1,007
Toys “R” Us bad debt		—		897
Recall and other related costs		—		307

Adjusted EBITDA	$	77,863	$	129,380

United Kingdom


	June 30, 2019		June 30, 2018
Operating Income	$	52,413	$	56,046
Depreciation and amortization		29,711		31,095
Long-lived asset impairment		8,699		2,560
Other		78		(437	)

EBITDA	$	90,901	$	89,264

Project Terra costs and other		2,431		1,090
Warehouse/manufacturing facility start-up costs		—		1,155
Plant closure related costs		6,187		1,514
Litigation and related expenses		29		—
Losses on terminated chilled desserts contract		—		6,553
Co-packer disruption		—		126
Machine break-down costs		—		317
Recall and other related costs		—		273

Adjusted EBITDA	$	99,548	$	100,292

Rest of World


	June 30, 2019			June 30, 2018
Operating Income	$	32,819		$	38,660
Depreciation and amortization		11,803			11,643
Long-lived asset impairment		610			397
Other		(1,202	)		(332	)

EBITDA	$	44,031		$	50,368

Project Terra costs and other		1,868			1,002
Warehouse/manufacturing facility start-up costs		793			81
Plant closure related costs		784			650
SKU rationalization		4,085			1,201
Realized currency loss on repayment of international loans		2,241			—
Gain on sale of business		(534	)		—
Co-packer disruption		—			194

Adjusted EBITDA	$	53,268		$	53,496

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Segment Information

(unaudited and dollars in thousands)


	United States			United Kingdom			Rest of World			Corporate/ Other			Total
Net Sales
Net sales - Three months ended 3/31/19	$	266,445		$	227,206		$	106,146		$	—		$	599,797

Operating income (loss)
Three months ended 3/31/19
Operating income (loss)	$	17,099		$	18,147		$	10,868		$	(22,249	)	$	23,865
Non-GAAP adjustments ⁽¹⁾		4,676			976			432			8,955			15,039

Adjusted operating income (loss)	$	21,775		$	19,123		$	11,300		$	(13,294	)	$	38,904

Operating income margin		6.4	%		8.0	%		10.2	%					4.0	%
Adjusted operating income margin		8.2	%		8.4	%		10.6	%					6.5	%

(1)

See accompanying table of “Reconciliation of GAAP Results to Non-GAAP Measures”

Consolidated EBITDA and Adjusted EBITDA

Three Months Ended March 31, 2019

(unaudited and dollars in thousands)


Net loss	$	(65,837	)
Net loss from discontinued operations		(75,925	)

Net income from continuing operations	$	10,088

Provision for income taxes		3,114
Interest expense, net		8,677
Depreciation and amortization		13,968
Equity in net loss of equity-method investees		205
Stock-based compensation, net		3,937
Unrealized currency losses		1,522

EBITDA	$	41,511

Project Terra costs and other		9,259
Chief Executive Officer Succession Plan expense, net		455
Warehouse/manufacturing facility start-up costs		3,222
Plant closure related costs		184
SKU rationalization		505
Litigation and related expenses		371

Adjusted EBITDA	$	55,507

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

THE HAIN CELESTIAL GROUP, INC.

Reconciliation of GAAP Results to Non-GAAP Measures

(unaudited and in thousands, except per share amounts)


	Three Months Ended March 31,
	2019 GAAP			Adjustments			2019 Adjusted
Net sales	$	599,797			—		$	599,797
Cost of sales		474,528			(4,153	)		470,375
Gross profit		125,269			4,153			129,422
Operating expenses (a)		91,541			(1,023	)		90,518
Project Terra costs and other		9,408			(9,408	)		—
Chief Executive Officer Succession Plan expense, net		455			(455	)		—
Operating income		23,865			15,039			38,904
Interest and other expense (income), net (b)		10,458			(1,522	)		8,936
Provision for income taxes		3,114			4,963			8,077
Net income from continuing operations		10,088			11,598			21,686
Net (loss) income from discontinued operations, net of tax		(75,925	)		75,925			—
Net (loss) income		(65,837	)		87,523			21,686
Diluted net income per common share from continuing operations		0.10			0.11			0.21
Diluted net (loss) income per common share from discontinued operations		(0.73	)		0.73			—
Diluted net (loss) income per common share		(0.63	)		0.84			0.21

Detail of Adjustments:


	Three Months Ended March 31, 2019
Warehouse/manufacturing facility start-up costs	$	3,222
Plant closure related costs		426
SKU rationalization		505

Cost of sales		4,153

Gross profit		4,153

Stock-based compensation acceleration		583
Litigation and related expenses		371
Plant closure related costs		69

Operating expenses (a)		1,023

Project Terra costs and other		9,408

Project Terra costs and other		9,408

Chief Executive Officer Succession Plan expense, net		455

Chief Executive Officer Succession Plan expense, net		455

Operating income		15,039

Unrealized currency losses		1,522

Interest and other expense (income), net (b)		1,522

Income tax related adjustments		(4,963	)

Provision for income taxes		(4,963	)

Net income from continuing operations	$	11,598

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

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

The Hain Celestial Group, Inc. • 1111 Marcus Avenue • Lake Success, NY 11042

516-587-5000 • www.hain.com

EX-99.2

Fourth Quarter and Fiscal Year 2019 Earnings Call August 29, 2019 Exhibit 99.2

Safe Harbor Statement Safe Harbor Statement Certain statements in this presentation constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts and projections about future events only as of the date of this presentation, and are not statements of historical fact. We make such forward-looking statements pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as the use of “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “predicts,” “potential,” or “continue” and similar expressions, or the negative of those expressions. In particular, statements reflecting our guidance for fiscal year 2020 are forward-looking statements. These forward-looking statements are not guarantees of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict. Therefore, our actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. We undertake no obligation to further update any forward-looking statement to reflect new information, the occurrence of future events or circumstances or otherwise. These forward-looking statements involve risks and uncertainties including, among others, the impact of competitive products and changes to the competitive environment, changes to consumer preferences, political uncertainty in the United Kingdom and the negotiation of its 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 our 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. Non-GAAP Financial Measures This presentation and the accompanying appendix include non-GAAP financial measures, including adjusted operating income, adjusted gross margin, adjusted net income, adjusted earnings per diluted share, EBITDA, and Adjusted EBITDA. The reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures are included in the appendix to this presentation. 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 our financial results that are presented in accordance with GAAP.

Fiscal 2020: Guidance vs. 2019 Performance FY19 Reported FY20 Guidance Including Tilda Excluding Tilda Actual Currency Constant Currency Adjusted EBITDA $191.4 MM $165.1 MM $168 - $192 MM $173 - $198 MM Adjusted EPS $0.66 $0.60 $0.59 - $0.72 $0.62 - $0.75

Fiscal 2020: Adjusted EBITDA Guidance Details 3- 168 – 192 Adjusted EBITDA ($MM)

Fiscal 2020: Adjusted EBITDA Guidance, With Bonus Headwind 168 – 192 3- 12 - Adjusted EBITDA ($MM)

Fiscal 2020: Adjusted EBITDA Guidance, Constant Currency 168 – 192 18 - 1 173 - Adjusted EBITDA ($MM) Includes Rounding +$15 MM

Fiscal 2020: Adjusted EPS Guidance Details 0.06 -0.01 - 0.12 0.59 - Adjusted EPS

Fiscal 2020: Adjusted EPS Guidance, With Bonus and LTIP Headwind 0.10 - 0.59 - -0.01 - 0.12 Adjusted EPS

Fiscal 2020: Adjusted EPS Guidance, Constant Currency 0.59 - 0.041 0.62 - 0.13 - Adjusted EPS +$0.10 Includes Rounding

APPENDIX

Basis of Presentation Basis of Presentation This appendix includes unaudited financial information that (1) recasts historical results for fiscal years 2019 and 2018 to reflect two reporting segments that will be in effect beginning with fiscal year 2020 – North America and International, and (2) excludes the historical results of the Tilda business and assumes that cash proceeds received from the sale would have been used to pay down debt. The unaudited financial information is based on our historical consolidated financial statements and information derived from our accounting records regarding Tilda for the periods presented. The unaudited financial information reflects adjustments that are based upon available information and certain assumptions that we believe are reasonable. The unaudited financial information is presented for illustrative purposes only and does not purport to represent the results of operations or financial position that would have been achieved had the Tilda disposition and related debt payment been completed as of the dates indicated, and is not necessarily indicative of the results that may be obtained in the future.

Net Sales by Segment Four Quarters and Twelve Months Ending June 30, 2019 (unaudited and in thousands)

Net Sales by Segment Four Quarters and Twelve Months Ending June 30, 2018 (unaudited and in thousands)

Operating Income by Segment Four Quarters and Twelve Months Ending June 30, 2019 (unaudited and in thousands) (1) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"

Operating Income by Segment Four Quarters and Twelve Months Ending June 30, 2018 (unaudited and in thousands) (1) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"

North America EBITDA and Adjusted EBITDA (unaudited and in thousands)

International EBITDA and Adjusted EBITDA (unaudited and in thousands)

Consolidated EBITDA and Adjusted EBITDA (unaudited and in thousands)

Reconciliation of GAAP Results to Non-GAAP Measures (Q1’19 and Q2’19) (Unaudited and in thousands, except per share amounts) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q1’19 and Q2’19) (Unaudited and in thousands) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q3’19 and Q4’19) (Unaudited and in thousands, except per share amounts) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q3’19 and Q4’19) (Unaudited and in thousands) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q1’18 and Q2’18) (Unaudited and in thousands, except per share amounts) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q1’18 and Q2’18) (Unaudited and in thousands) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q3’18 and Q4’18) (Unaudited and in thousands, except per share amounts) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (Q3’18 and Q4’18) (Unaudited and in thousands) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net. Detail of Adjustments: Warehouse/manufacturing facility start-up costs - $ 3,024 $ SKU rationalization 4,913 - Plant closure related costs 3,246 2,015 Recall and other related costs 273 307 Machine break-down costs 317 - Losses on terminated chilled desserts contract 2,939 - Co-packer disruption 952 - Cost of sales 12,640 5,346 Gross profit 12,640 5,346 Long-lived asset impairment charge associated with plant closure 4,839 111 Intangibles impairment - 5,632 Accelerated depreciation on software disposal - 461 Litigation and related expenses 235 780 Warehouse/manufacturing facility start-up costs - 188 Toys "R" Us bad debt 897 - Operating expenses (a) 5,971 7,172 Project Terra costs and other 4,831 4,276 Project Terra costs and other 4,831 4,276 Chief Executive Officer Succession Plan expense, net - 520 Chief Executive Officer Succession Plan expense, net - 520 Accounting review and remediation costs, net of insurance proceeds 3,313 2,887 Accounting review and remediation costs, net of insurance proceeds 3,313 2,887 Goodwill impairment - 7,700 Goodwill impairment - 7,700 Operating income 26,755 27,901 Unrealized currency (gains) losses (1,465) 3,143 Interest and other expense (income), net (b) (1,465) 3,143 Income tax related adjustments (11,946) 1,255 Provision (benefit) for income taxes (11,946) 1,255 Net income (loss) from continuing operations 13,344 $ 32,299 $ Three Months Ended Three Months Ended March 31, 2018 June 30, 2018

Reconciliation of GAAP Results to Non-GAAP Measures (YTD FY’19 and FY’18) (Unaudited and in thousands, except per share amounts) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net.

Reconciliation of GAAP Results to Non-GAAP Measures (YTD FY’19 and FY’18) (Unaudited and in thousands) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and long-lived asset and intangible impairment. Interest and other expenses (income), net include interest and other financing expenses, net and other (income)/expense, net. Detail of Adjustments: Warehouse/manufacturing facility start-up costs 17,636 $ 4,179 SKU rationalization 12,381 4,913 Plant closure related costs 7,606 5,958 Recall and other related costs - 580 Machine break-down costs - 317 Losses on terminated chilled desserts contract - 6,554 Co-packer disruption - 3,692 Regulated packaging change - 1,007 Cost of sales 37,623 27,200 Gross profit 37,623 27,200 Stock-based compensation acceleration 1,458 700 Long-lived asset impairment charge associated with plant closure 15,819 8,401 Intangibles impairment 17,900 5,632 Accelerated depreciation on software disposal - 461 Litigation and related expenses 1,517 1,015 Warehouse/manufacturing facility start-up costs - 188 Plant closure related costs 622 - Toys "R" Us bad debt - 897 Operating expenses (a) 37,316 17,294 Project Terra costs and other 40,107 18,026 Project Terra costs and other 40,107 18,026 Chief Executive Officer Succession Plan expense, net 30,156 520 Chief Executive Officer Succession Plan expense, net 30,156 520 Proceeds from insurance claims (4,460) - Proceeds from insurance claims (4,460) - Accounting review and remediation costs, net of insurance proceeds 4,334 9,293 Accounting review and remediation costs, net of insurance proceeds 4,334 9,293 Goodwill impairment - 7,700 Goodwill impairment - 7,700 Operating (loss) income 145,076 80,033 Unrealized currency gains (850) (2,027) Realized currency loss on repayment of international loans 2,706 - Gain on sale of business (534) - Deferred financing cost write-off 347 - Interest and other expense (income), net (b) 1,669 (2,027) Income tax related adjustments (28,116) (39,133) (Benefit) provision for income taxes (28,116) (39,133) Net (loss) income from continuing operations 118,628 $ 38,873 $ Twelve Months Ended June 30, 2019 Twelve Months Ended June 30, 2018