8-K
HAIN CELESTIAL GROUP INC (HAIN)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): May 03, 2025 |
|---|
THE HAIN CELESTIAL GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 0-22818 | 22-3240619 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 221 River Street, | ||
| Hoboken, New Jersey | 07030 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (516) 587-5000 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐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<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $.01 per share | HAIN | The Nasdaq Stock Market LLC |
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 May 7, 2025, The Hain Celestial Group, Inc. (the “Company”) issued a press release announcing financial results for its third quarter ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 7, 2025, the Company announced that Wendy P. Davidson has departed from her roles as the Company’s President and Chief Executive Officer and as a member of the Company’s Board of Directors (the “Board”), effective as of the end of the day on May 6, 2025 (the “Effective Date”). While the Board conducts an external search, the Board has appointed Alison E. Lewis, a member of the Board, to serve as Interim President and Chief Executive Officer, effective as of May 7, 2025. Ms. Lewis has served on the Board since 2024 and will continue such service during her time as the Company’s Interim President and Chief Executive Officer.
Ms. Lewis, 57, has been an independent director since September 2024 and is a 35-year veteran of the consumer packaged goods industry. Ms. Lewis served as the Chief Growth Officer of Kimberly-Clark Corporation, a global consumer goods company, from 2019 to August 2024. As Chief Growth Officer, she led the growth strategy for the company’s four categories and was responsible for driving superior in-market execution, unlocking disciplined and profitable revenue growth, and maximizing innovation for value and scale. Prior to Kimberly-Clark, Ms. Lewis served as Chief Marketing Officer at Johnson & Johnson Family of Consumer Companies from 2013 to 2019. Prior to her role at Johnson & Johnson, Ms. Lewis served as Senior Vice President and Chief Marketing Officer, North America at The Coca-Cola Company. Ms. Lewis began her career at Kraft General Foods. She held leadership roles both domestically and internationally at Johnson & Johnson Family of Consumer Companies and The Coca-Cola Company. Her experience in digital-first marketing and sales models placed e-commerce at the forefront of commercial growth and transformation.
Ms. Lewis does not have any family relationships with any executive officer or director of the Company. There are no arrangements or understandings with the Company, or any other persons, under which Ms. Lewis was elected to serve as an officer of the Company. In addition, she is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Offer Letter with Ms. Lewis
In connection with Ms. Lewis’s appointment, the Company expects to enter into an offer letter with Ms. Lewis effective as of May 7, 2025 (the “Start Date”). The offer letter is expected to provide that Ms. Lewis’s employment as Interim President and Chief Executive Officer will continue until the earliest to occur of (i) the date a permanent President and Chief Executive Officer is appointed, (ii) the first anniversary of the Start Date, (iii) the Company’s termination of Ms. Lewis’s employment for any reason, or (iv) Ms. Lewis’s resignation of employment for any reason.
Ms. Lewis’ offer letter is further expected to provide for (i) a monthly base salary of $100,000 and (ii) a one-time grant of restricted share units (“RSUs”) under the Company’s 2022 Long Term Incentive and Stock Award Plan (the “Plan”) with a grant date fair value of $900,000 (the “RSU Award”). The RSU Award will vest on the first anniversary of the Start Date, subject to Ms. Lewis’s continued employment as Interim President and Chief Executive Officer except as provided below. The RSU Award will otherwise be subject to the terms and conditions set forth in the Plan and an award agreement thereunder.
The RSU award agreement is expected to provide that if, prior to the first anniversary of the Start Date, Ms. Lewis’s employment is terminated (i) by the Company without cause, (ii) due to the appointment of a permanent President and Chief Executive Officer or (iii) by Ms. Lewis for good reason following a change in control, then subject to Ms. Lewis’s execution and non-revocation of a release of claims, a pro-rata portion of the RSUs granted pursuant to the RSU Award will vest based on the number of days Ms. Lewis is employed from the Start Date to the date of termination.
The Company also expects to enter into a Confidentiality, Non-Interference, and Invention Assignment Agreement with Ms. Lewis effective as of the Start Date including customary restrictive covenants.
Separation Agreement with Ms. Davidson
Ms. Davidson’s departure from the Company is expected to be treated as a termination without cause pursuant to the terms of her offer letter with the Company, dated as of November 22, 2022, which sets forth cash severance and certain other benefits therewith. These severance payments and benefits are conditioned upon Ms. Davidson’s execution and non-revocation of a separation agreement that includes a release of claims in favor of the Company and an acknowledgement of the continued effectiveness of her restrictive covenants.
On May 7, 2025, the Company issued a press release announcing the foregoing transition matters. A copy of the Company’s press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of The Hain Celestial Group, Inc. dated May 7, 2025 announcing financial results for the fiscal third quarter ended March 31, 2025 |
| 99.2 | Press Release of The Hain Celestial Group, Inc. dated May 7, 2025 announcing executive transition |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
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.
| THE HAIN CELESTIAL GROUP, INC. | |||
|---|---|---|---|
| Date: | May 7, 2025 | By: | /s/ Lee A. Boyce |
| Lee A. Boyce<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
Hain Celestial Reports Fiscal Third Quarter 2025
Financial Results
HOBOKEN, N.J., May 7, 2025 — The Hain Celestial Group, Inc. (Nasdaq: HAIN), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, today reported financial results for its fiscal third quarter ended March 31, 2025. In a separate release today, the Company announced a CEO transition and strategic review of the Company’s portfolio.
"We are disappointed with our third quarter results, which fell far short of our expectations primarily due to worse-than-expected performance in North America. Despite the shortfall in net sales in the quarter, we are encouraged by a return to organic net sales growth in our international segment and continued progress in reducing net debt,” said Alison Lewis, Interim President and CEO. “Going forward, we are focused on five key drivers for improving value: simplifying our business and reducing overhead spending, accelerating renovation and innovation in our brands, implementing strategic revenue growth management and pricing actions, driving operational productivity and working capital reduction, and strengthening our digital capabilities."
Lewis continued, “While the macroeconomic environment remains challenging, recent regulatory shifts focusing on health and wellness reaffirm Hain’s strength as a pure-play, better-for-you leader. We have a portfolio of strong brands in attractive categories, and we believe the challenges we face are largely within our control. The opportunity ahead of us now is to unlock the full value of our business through focused and disciplined execution."
FINANCIAL HIGHLIGHTS*
Summary of Fiscal Third Quarter Results Compared to the Prior Year Period
Net sales were $390 million, down 11% year-over-year.
Organic net sales, defined as net sales adjusted to exclude the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories, and foreign exchange, decreased 5% compared to the prior year period.
The decrease in organic net sales was comprised of a 3-point decrease in volume/mix and a 2-point decrease in price.
Gross profit margin was 21.7%, a 40-basis point decrease from the prior year period.
Adjusted gross profit margin was 21.8%, a 50-basis point decrease from the prior year period.
Net loss was $135 million compared to a net loss of $48 million in the prior year period.
Net loss included pre-tax non-cash impairment charges of $133 million ($130 million after-taxes) related to U.S. and Canada reporting units and assets held for sale.
Adjusted net income was $6 million, compared to adjusted net income of $11 million in the prior year period.
Net loss margin was (34.5%), compared to a net loss margin of (11%) in the prior year period.
* This press release includes certain non-GAAP financial measures, which are intended to supplement, not substitute for, comparable GAAP financial measures. Reconciliations of non-GAAP financial measures to GAAP financial measures and other non-GAAP financial calculations are provided in the tables included in this press release.
Adjusted net income margin was 2%, compared to an adjusted net income margin of 3% in the prior year period.
Adjusted EBITDA was $34 million compared to $44 million in the prior year period; Adjusted EBITDA margin was 8.6%, compared to 10.0% in the prior year period.
Loss per diluted share was $1.49 compared to a loss per diluted share of $0.54 in the prior year period.
Adjusted earnings per share (“EPS”) was $0.07 compared to adjusted EPS of $0.13 in the prior year period.
Cash Flow and Balance Sheet Highlights
- Net cash provided by operating activities in the fiscal third quarter was $5 million compared to $42 million in the prior year period.
- Free cash flow was negative $2 million in the fiscal third quarter compared to free cash flow of $30 million in the prior year period.
- Total debt at the end of the fiscal third quarter was $709 million, down from $744 million at the beginning of the fiscal year.
- Net debt at the end of the fiscal third quarter was $665 million compared to $690 million at the beginning of the fiscal year.
- The company ended the third quarter with a net secured leverage ratio of 4.2x as calculated under our credit agreement.
SEGMENT HIGHLIGHTS
The company operates under two reportable segments: North America and International.
| Net Sales | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Q3 FY25 | Q3 FY25 YTD | |||||||||
| $ Millions | Reported Growth Y/Y | M&A/Exit Impact1 | FX Impact | Organic Growth Y/Y | $ Millions | Reported Growth Y/Y | M&A/Exit Impact1 | FX Impact | Organic Growth Y/Y | |
| North America | 222 | -17.0% | -6.9% | -0.5% | -9.6% | 683 | -14.2% | -6.4% | -0.3% | -7.5% |
| International | 168 | -1.4% | -0.5% | -1.4% | 0.5% | 514 | -1.5% | -0.2% | 1.0% | -2.3% |
| Total | 390 | -11.0% | -4.8% | -0.9% | -5.3% | 1,196 | -9.2% | -4.2% | 0.2% | -5.2% |
| * May not add due to rounding | ||||||||||
| 1 Reflects the impact within reported net sales growth of the following items that are excluded from organic net sales growth: net sales from divested brands (ParmCrisps® and Thinsters® snacks brands), held for sale businesses (Personal Care), discontinued brands, and exited product categories. |
North America
Fiscal third quarter organic net sales decreased by 10% year-over-year, primarily driven by lower sales in snacks and baby & kids.
Segment gross profit in the fiscal third quarter was $49 million, a decrease of 17% from the prior year period. Adjusted gross profit was $50 million, also a decrease of 17% from the prior year period. Gross margin was 22.1%, unchanged from the prior year period. Adjusted gross margin was 22.4%, a 20-basis point increase from the prior year period. The increase was driven by productivity partially offset by higher trade spend and inflation.
Adjusted EBITDA in the fiscal third quarter was $17 million compared to $28 million in the prior year period. The decrease was primarily driven by lower volume/mix and higher trade spend, partially offset by productivity. Adjusted EBITDA margin was 7.8% compared to 10.4% in the prior year period.
International
Fiscal third quarter organic net sales growth was 0.5% year-over-year. This was driven by growth in meal prep and baby & kids and the supply chain recovery from the service issues discussed last quarter, partially offset by declines in beverages and snacks.
Segment gross profit in the fiscal third quarter was $35 million, a 5% decrease from the prior year period. Adjusted gross profit was also $35 million, a decrease of 7% from the prior year period. Gross margin and adjusted gross margin were both 21.1%, representing a 90- and 130-basis point decrease from the prior year period, respectively. The decrease in each case was driven by inflation, partially offset by productivity.
Adjusted EBITDA in the fiscal third quarter was $22 million, a decrease of 10% versus the prior year period, driven primarily by inflation and net pricing, inclusive of own label contracts, partially offset by favorable volume/mix. Adjusted EBITDA margin was 13.2%, a 120-basis point decrease from the prior year period.
CATEGORY HIGHLIGHTS
| Net Sales | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Q3 FY25 | Q3 FY25 YTD | |||||||||
| $ Millions | Reported Growth Y/Y | M&A/Exit Impact1 | FX Impact | Organic Growth Y/Y | $ Millions | Reported Growth Y/Y | M&A/Exit Impact1 | FX Impact | Organic Growth Y/Y | |
| Snacks | 89 | -20% | -7% | -1% | -13% | 278 | -19% | -7% | 0% | -12% |
| Baby & Kids | 60 | -7% | 0% | 0% | -6% | 182 | -3% | -1% | 1% | -3% |
| Beverages | 63 | -8% | 0% | -1% | -7% | 189 | -4% | 0% | 0% | -3% |
| Meal Prep | 162 | -2% | -2% | -1% | 1% | 499 | -3% | -1% | 1% | -3% |
| Personal Care | 17 | -42% | n/a | n/a | n/a | 48 | -38% | n/a | n/a | n/a |
| Total | 390 | -11% | -5% | -1% | -5% | 1,196 | -9% | -4% | 0% | -5% |
| * May not add due to rounding | ||||||||||
| 1 Reflects the impact within reported net sales growth of the following items that are excluded from organic net sales growth: net sales from divested brands (ParmCrisps® and Thinsters® snacks brands), held for sale businesses (Personal Care), discontinued brands, and exited product categories. |
Snacks
The fiscal third quarter organic net sales decline of 13% year-over-year was driven by lower promotion effectiveness as well as continued category softness.
Baby & Kids
The fiscal third quarter organic net sales decline of 6% year-over-year was driven by lapping formula sales last year at a key retailer which was lost in the spring of 2024, softness in pouches, and the impact of SKU simplification.
Beverages
The fiscal third quarter organic net sales decline of 7% year-over-year was driven by continued channel mix shift in non-dairy beverage in Europe and by our slow start to hot tea season.
Meal Prep
The fiscal third quarter organic net sales growth of 1% was primarily driven by continued growth in soup brands in the UK and growth in yogurt in North America.
CREDIT AGREEMENT AMENDMENT
Subsequent to the end of the quarter, the company and the lenders under the company’s credit agreement have amended the credit agreement to provide for increased operational flexibility. Among other things, the amended credit agreement sets a maximum net secured leverage ratio of 4.75x for the quarter ending June 30, 2025 through (and including) the quarter ending March 31, 2026, 4.50x for the quarter ending June 30, 2026 and 4.25x for the quarter ending September 30, 2026 and thereafter.
FISCAL 2025 GUIDANCE*
“We are adjusting our outlook for the year based on the slower than anticipated volume recovery and the softening and volatile macroeconomic environment, coupled with increased investment in promotional activities to support our brands and drive incremental distribution,” stated Lee Boyce, CFO.
The company is revising guidance for fiscal 2025 as follows:
- Organic net sales growth is expected to be down approximately 5%-6%.
- Adjusted EBITDA is expected to be approximately $125 million.
- Gross margin is expected to be approximately 21.5%.
- Free cash flow is expected to be approximately $40 million.
* The forward-looking non-GAAP financial measures included in this section are not reconciled to the comparable forward-looking GAAP financial measures. The company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the company is unable to predict with a reasonable degree of certainty the type and extent of certain items that would be expected to impact GAAP measures but would not impact the non-GAAP measures. Such items may include certain litigation and related expenses, transaction costs associated with acquisitions and divestitures, productivity and transformation costs, impairments, gains or losses on sales of assets and businesses, foreign exchange movements and other items. The unavailable information could have a significant impact on the company’s GAAP financial results.
Conference Call and Webcast Information
Hain Celestial will host a conference call and webcast today at 8:00 AM ET to discuss its results and business outlook. The live webcast and accompanying presentation are available under the Investors section of the company’s corporate website at www.hain.com. Investors and analysts can access the live call by dialing 800-715-9871 or 646-307-1963. The conference ID is 5099081. Participation by the press and public in the Q&A session will be in listen-only mode. A replay of the call will be available shortly after the conclusion of the live call through Wednesday, May 14th, 2025, and can be accessed by dialing 800-770-2030 or 609-800-9909 and referencing the conference access ID: 5099081.
About The Hain Celestial Group
Hain Celestial Group is a leading health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial's products across snacks, baby/kids, beverages and meal preparation are marketed and sold in over 70 countries around the world. Our leading brands include Garden Veggie Snacks™, Terra® chips, Garden of Eatin'® snacks, Hartley’s® jelly, Earth's Best® Organic and Ella's Kitchen® baby and kids foods, Celestial Seasonings® teas, Joya® and Natumi® plant-based beverages, The Greek Gods® yogurt, Cully & Sully®, Yorkshire Provender®, New Covent Garden® and Imagine® soups, among others. For more information, visit www.hain.com and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements. The words “believe,” “expect,” “anticipate,” “may,” “should,” “plan,” “intend,” “potential,” “will” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements include, among other things: our beliefs or expectations relating to our future performance, results of operations and financial condition, including statements related to the reevaluation of our strategy, our ability to evolve and position Hain for long-term sustainable growth, expectations regarding organic net sales trends, the effectiveness of our marketing, promotional, distribution and investment initiatives, our ability to capitalize on new opportunities, our ability to drive growth and create value for shareholders and the macroeconomic environment.
Risks and uncertainties that may cause actual results to differ materially from forward-looking statements include: challenges and uncertainty resulting from the impact of competition; our ability to manage our supply chain effectively (including as a result of U.S. government tariffs and the imposition of any counter-tariffs); input cost inflation, including with respect to freight and other distribution costs; disruption of operations at our manufacturing facilities; reliance on independent contract manufacturers; changes to consumer preferences; customer concentration; our ability to execute our cost reduction initiatives and related strategic initiatives; impairments in the carrying value of goodwill or other intangible assets; reliance on independent distributors; risks associated with operating internationally; the availability of organic ingredients; risks associated with outsourcing arrangements; risks associated with geopolitical conflicts or events; our ability to identify and complete acquisitions or divestitures and our level of success in integrating acquisitions; our reliance on independent certification for a number of our products; our ability to attract and retain highly skilled people; risks related to tax matters, including changes in tax policy, tariffs, or import and export controls; the reputation of our company and our brands; our ability to use and protect trademarks; foreign currency exchange risk; general economic conditions; compliance with our credit agreement; cybersecurity incidents; disruptions to information technology systems; the impact of climate change and related disclosure regulations; liabilities, claims or regulatory change with respect to environmental matters; pending and future litigation, including litigation relating to Earth’s Best® baby food products; potential liability if our products cause illness or physical harm; the highly regulated environment in which we operate; compliance with data privacy laws; the adequacy of our insurance coverage; and other risks and matters described in our most recent Annual Report on Form 10-K and our other filings from time to time with the U.S. Securities and Exchange Commission.
We undertake no obligation to update forward-looking statements to reflect actual results or changes in assumptions or circumstances, except as required by applicable law.
Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including, among others, organic net sales; adjusted gross profit and its related margin; adjusted operating income and its related margin; adjusted net income and its related margin; diluted net income per common share, as adjusted; adjusted EBITDA and its related margin; free cash flow; and net debt. The reconciliations of historic non-GAAP financial measures to the comparable GAAP financial measures are provided in the tables below. 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 financial statements presented in accordance with GAAP.
We define our non-GAAP financial measures as follows:
Organic net sales: net sales excluding the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, exited product categories and foreign exchange. To adjust organic net sales for the impact of acquisitions, the net sales of an acquired business are excluded from fiscal quarters constituting or falling within the current period and prior period where the applicable fiscal quarter in the prior period did not include the acquired business for the entire quarter. To adjust organic net sales for the impact of divestitures, held for sale businesses, discontinued brands and exited product categories, the net sales of a divested business, held for sale business, discontinued brand or exited product category are excluded from all periods. To adjust organic net sales for the impact of foreign exchange, 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.
Adjusted gross profit and its related margin: gross profit, before plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, and other costs.
Adjusted operating income and its related margin: operating loss before certain litigation expenses, net, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, goodwill impairment, long-lived asset and intangibles impairment and other costs.
Adjusted net income and its related margin and diluted net income per common share, as adjusted: net loss, adjusted to exclude the impact of certain litigation expenses, net, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, (gains) losses on sales of assets, goodwill impairment, long-lived asset and intangibles impairment, unrealized currency losses (gains) and other costs, and the related tax effects of such adjustments.
Adjusted EBITDA and its related margin: net loss before net interest expense, income taxes, depreciation and amortization, equity in net loss of equity-method investees, stock-based compensation, net, unrealized currency losses, certain litigation expenses, net, plant closure related costs, net, warehouse and manufacturing consolidation and other costs, net, productivity and transformation costs, costs associated with acquisitions, divestitures and other transactions, (gains) losses on sales of assets, goodwill impairment, long-lived asset and intangibles impairment and other adjustments.
Free cash flow: net cash provided by operating activities less purchases of property, plant and equipment.
Net debt: total debt less cash and cash equivalents.
We believe 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. We provide:
Organic net sales to demonstrate the growth rate of net sales excluding the impact of acquisitions, divestitures, held for sale businesses, discontinued brands, and exited product categories and foreign exchange, and believe organic net sales is useful to investors because it enables them to better understand the growth of our business from period to period.
Adjusted results as important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of our Company and companies in our industry.
Free cash flow as one factor in evaluating the amount of cash available for discretionary investments.
Net debt as a useful measure to monitor leverage and evaluate the balance sheet.
We discuss the Company’s net secured leverage ratio as calculated under our credit agreement as a measure of our financial condition, liquidity and compliance with our credit agreement. For a description of the material terms of our credit agreement and risks of non-compliance with our credit agreement, see “Liquidity and Capital Resources” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K and our subsequent quarterly reports on Form 10-Q filed with the U.S. Securities and Exchange Commission.
Investor Relations Contact:
Alexis Tessier
Investor.Relations@hain.com
Media Contact:
Jen Davis
Jen.Davis@hain.com
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
|---|---|---|---|---|---|---|
| Consolidated Statements of Operations | ||||||
| (unaudited and in thousands, except per share amounts) | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| Net sales | $390,351 | $438,358 | $1,196,432 | $1,317,487 | ||
| Cost of sales | 305,701 | 341,687 | 936,720 | 1,034,658 | ||
| Gross profit | 84,650 | 96,671 | 259,712 | 282,829 | ||
| Selling, general and administrative expenses | 62,934 | 66,716 | 204,417 | 217,837 | ||
| Goodwill impairment | 110,251 | - | 201,518 | - | ||
| Long-lived asset and intangibles impairment | 24,012 | 49,426 | 42,029 | 70,786 | ||
| Productivity and transformation costs | 7,289 | 7,175 | 16,497 | 20,447 | ||
| Amortization of acquired intangible assets | 1,243 | 1,255 | 5,176 | 4,719 | ||
| Operating loss | (121,079) | (27,901) | (209,925) | (30,960) | ||
| Interest and other financing expense, net | 11,866 | 14,127 | 38,412 | 43,509 | ||
| Other expense (income), net | 1,182 | 100 | 2,434 | (207) | ||
| Loss before income taxes and equity in net loss of equity-method investees | (134,127) | (42,128) | (250,771) | (74,262) | ||
| (Benefit) provision for income taxes | (505) | 5,100 | 5,746 | (4,528) | ||
| Equity in net loss of equity-method investees | 966 | 966 | 1,709 | 2,371 | ||
| Net loss | $(134,588) | $(48,194) | $(258,226) | $(72,105) | ||
| Net loss per common share: | ||||||
| Basic | $(1.49) | $(0.54) | $(2.87) | $(0.80) | ||
| Diluted | $(1.49) | $(0.54) | $(2.87) | $(0.80) | ||
| Shares used in the calculation of net loss per common share: | ||||||
| Basic | 90,247 | 89,832 | 90,080 | 89,718 | ||
| Diluted | 90,247 | 89,832 | 90,080 | 89,718 | ||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | ||||
| Consolidated Balance Sheets | ||||||
| (unaudited and in thousands) | ||||||
| March 31, 2025 | June 30, 2024 | |||||
| ASSETS | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $44,425 | $54,307 | ||||
| Accounts receivable, net | 172,310 | 179,190 | ||||
| Inventories | 248,956 | 274,128 | ||||
| Prepaid expenses and other current assets | 53,099 | 49,434 | ||||
| Assets held for sale | 33,333 | - | ||||
| Total current assets | 552,123 | 557,059 | ||||
| Property, plant and equipment, net | 254,079 | 261,730 | ||||
| Goodwill | 712,727 | 929,304 | ||||
| Trademarks and other intangible assets, net | 225,475 | 244,799 | ||||
| Investments and joint ventures | 5,958 | 10,228 | ||||
| Operating lease right-of-use assets, net | 71,326 | 86,634 | ||||
| Other assets | 22,367 | 27,794 | ||||
| Total assets | $1,844,055 | $2,117,548 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities: | ||||||
| Accounts payable | $210,052 | $188,220 | ||||
| Accrued expenses and other current liabilities | 70,530 | 85,714 | ||||
| Current portion of long-term debt | 7,554 | 7,569 | ||||
| Liabilities related to assets held for sale | 16,599 | - | ||||
| Total current liabilities | 304,735 | 281,503 | ||||
| Long-term debt, less current portion | 701,401 | 736,523 | ||||
| Deferred income taxes | 41,652 | 47,826 | ||||
| Operating lease liabilities, noncurrent portion | 66,000 | 80,863 | ||||
| Other noncurrent liabilities | 33,562 | 27,920 | ||||
| Total liabilities | 1,147,350 | 1,174,635 | ||||
| Stockholders' equity: | ||||||
| Common stock | 1,124 | 1,119 | ||||
| Additional paid-in capital | 1,239,675 | 1,230,253 | ||||
| Retained earnings | 319,293 | 577,519 | ||||
| Accumulated other comprehensive loss | (133,273) | (137,245) | ||||
| 1,426,819 | 1,671,646 | |||||
| Less: Treasury stock | (730,114) | (728,733) | ||||
| Total stockholders' equity | 696,705 | 942,913 | ||||
| Total liabilities and stockholders' equity | $1,844,055 | $2,117,548 | ||||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Consolidated Statements of Cash Flows | ||||||
| (unaudited and in thousands) | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $(134,588) | $(48,194) | $(258,226) | $(72,105) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 10,455 | 10,858 | 32,902 | 34,360 | ||
| Deferred income taxes | (1,509) | (1,973) | (2,625) | (18,764) | ||
| Equity in net loss of equity-method investees | 966 | 966 | 1,709 | 2,371 | ||
| Stock-based compensation, net | 2,973 | 3,017 | 9,422 | 10,135 | ||
| Goodwill impairment | 110,251 | - | 201,518 | - | ||
| Long-lived asset and intangibles impairment | 24,012 | 49,426 | 42,029 | 70,786 | ||
| (Gain) loss on sale of assets | (106) | - | 2,202 | 62 | ||
| Other non-cash items, net | 1,271 | (21) | 773 | 944 | ||
| Increase (decrease) in cash attributable to changes in operating assets and liabilities: | ||||||
| Accounts receivable | 98 | (25) | (1,361) | (30,672) | ||
| Inventories | (14,578) | 12,266 | (10,605) | 27,432 | ||
| Other current assets | (597) | 8,948 | (8,279) | 13,830 | ||
| Other assets and liabilities | (471) | (1,890) | (561) | (4,466) | ||
| Accounts payable and accrued expenses | 6,468 | 8,896 | 15,865 | 43,046 | ||
| Net cash provided by operating activities | 4,645 | 42,274 | 24,763 | 76,959 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||
| Purchases of property, plant and equipment | (6,921) | (12,034) | (19,060) | (24,769) | ||
| Proceeds from termination of net investment hedges | 2,363 | - | 2,363 | - | ||
| Proceeds from sale of assets | 6 | 188 | 13,773 | 1,520 | ||
| Investments and joint ventures, net | - | - | 2,570 | - | ||
| Net cash used in investing activities | (4,552) | (11,846) | (354) | (23,249) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Borrowings under bank revolving credit facility | 47,000 | 30,000 | 156,000 | 152,000 | ||
| Repayments under bank revolving credit facility | (65,000) | (60,000) | (186,000) | (197,000) | ||
| Repayments under term loan | (1,875) | (1,875) | (5,625) | (5,625) | ||
| Borrowings (payments) of other debt, net | 21 | (21) | (21) | (3,875) | ||
| Employee shares withheld for taxes | (123) | (111) | (1,381) | (1,600) | ||
| Proceeds from termination of fair value hedge | 552 | - | 552 | - | ||
| Net cash used in financing activities | (19,425) | (32,007) | (36,475) | (56,100) | ||
| Effect of exchange rate changes on cash | 7,557 | (2,544) | 2,184 | (1,425) | ||
| Net decrease in cash and cash equivalents | (11,775) | (4,123) | (9,882) | (3,815) | ||
| Cash and cash equivalents at beginning of period | 56,200 | 53,672 | 54,307 | 53,364 | ||
| Cash and cash equivalents at end of period | $44,425 | $49,549 | $44,425 | $49,549 | ||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Net Sales, Gross Profit and Adjusted EBITDA by Segment | ||||||
| (unaudited and in thousands) | ||||||
| North America | International | Corporate/Other | Hain Consolidated | |||
| Net Sales | ||||||
| Net sales - Q3 FY25 | $222,407 | $167,944 | $- | $390,351 | ||
| Net sales - Q3 FY24 | $268,107 | $170,251 | $- | $438,358 | ||
| % change - FY25 net sales vs. FY24 net sales | (17.0)% | (1.4)% | (11.0)% | |||
| Gross Profit | ||||||
| Q3 FY25 | ||||||
| Gross profit | $49,178 | $35,472 | $- | $84,650 | ||
| Non-GAAP adjustments(1) | 592 | - | - | 592 | ||
| Adjusted gross profit | $49,770 | $35,472 | $- | $85,242 | ||
| % change - FY25 gross profit vs. FY24 gross profit | (17.0)% | (5.2)% | (12.4)% | |||
| % change - FY25 adjusted gross profit vs. FY24 adjusted gross profit | (16.6)% | (7.0)% | (12.8)% | |||
| Gross margin | 22.1% | 21.1% | 21.7% | |||
| Adjusted gross margin | 22.4% | 21.1% | 21.8% | |||
| Q3 FY24 | ||||||
| Gross profit | $59,237 | $37,434 | $- | $96,671 | ||
| Non-GAAP adjustments(1) | 406 | 691 | - | 1,097 | ||
| Adjusted gross profit | $59,643 | $38,125 | $- | $97,768 | ||
| Gross margin | 22.1% | 22.0% | 22.1% | |||
| Adjusted gross margin | 22.2% | 22.4% | 22.3% | |||
| Adjusted EBITDA | ||||||
| Q3 FY25 | ||||||
| Adjusted EBITDA | $17,306 | $22,166 | $(5,857) | $33,615 | ||
| % change - FY25 adjusted EBITDA vs. FY24 adjusted EBITDA | (37.9)% | (9.7)% | 32.4% | (23.2)% | ||
| Adjusted EBITDA margin | 7.8% | 13.2% | 8.6% | |||
| Q3 FY24 | ||||||
| Adjusted EBITDA | $27,883 | $24,547 | $(8,668) | $43,762 | ||
| Adjusted EBITDA margin | 10.4% | 14.4% | 10.0% | |||
| (1) See accompanying tables "Adjusted Gross Profit and Adjusted Operating Income" and "Adjusted Net Income and Adjusted Net Income per Diluted Share" | ||||||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Net Sales, Gross Profit and Adjusted EBITDA by Segment | ||||||
| (unaudited and in thousands) | ||||||
| North America | International | Corporate/Other | Hain Consolidated | |||
| Net Sales | ||||||
| Net sales - Q3 FY25 YTD | $682,836 | $513,596 | $- | $1,196,432 | ||
| Net sales - Q3 FY24 YTD | $795,832 | $521,655 | $- | $1,317,487 | ||
| % change - FY25 net sales vs. FY24 net sales | (14.2)% | (1.5)% | (9.2)% | |||
| Gross Profit | ||||||
| Q3 FY25 YTD | ||||||
| Gross profit | $153,388 | $106,324 | $- | $259,712 | ||
| Non-GAAP adjustments(1) | 1,779 | - | - | 1,779 | ||
| Adjusted gross profit | $155,167 | $106,324 | $- | $261,491 | ||
| % change - FY25 gross profit vs. FY24 gross profit | (10.9)% | (4.0)% | (8.2)% | |||
| % change - FY25 adjusted gross profit vs. FY24 adjusted gross profit | (13.9)% | (4.7)% | (10.4)% | |||
| Gross margin | 22.5% | 20.7% | 21.7% | |||
| Adjusted gross margin | 22.7% | 20.7% | 21.9% | |||
| Q3 FY24 YTD | ||||||
| Gross profit | $172,115 | $110,714 | $- | $282,829 | ||
| Non-GAAP adjustments(1) | 8,157 | 816 | - | 8,973 | ||
| Adjusted gross profit | $180,272 | $111,530 | $- | $291,802 | ||
| Gross margin | 21.6% | 21.2% | 21.5% | |||
| Adjusted gross margin | 22.7% | 21.4% | 22.1% | |||
| Adjusted EBITDA | ||||||
| Q3 FY25 YTD | ||||||
| Adjusted EBITDA | $55,072 | $65,062 | $(26,251) | $93,883 | ||
| % change - FY25 adjusted EBITDA vs. FY24 adjusted EBITDA | (29.2)% | (4.3)% | 14.8% | (18.3)% | ||
| Adjusted EBITDA margin | 8.1% | 12.7% | 7.8% | |||
| Q3 FY24 YTD | ||||||
| Adjusted EBITDA | $77,828 | $67,953 | $(30,803) | $114,978 | ||
| Adjusted EBITDA margin | 9.8% | 13.0% | 8.7% | |||
| (1) See accompanying tables "Adjusted Gross Profit and Adjusted Operating Income" and "Adjusted Net Income and Adjusted Net Income per Diluted Share" | ||||||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Adjusted Gross Profit and Adjusted Operating Income | ||||||
| (unaudited and in thousands, except per share amounts) | ||||||
| Reconciliation of Gross Profit, GAAP to Gross Profit, as Adjusted: | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| Gross profit, GAAP | $84,650 | $96,671 | $259,712 | $282,829 | ||
| Adjustments to Cost of sales: | ||||||
| Warehouse/manufacturing consolidation and other costs, net | 384 | 184 | 384 | 995 | ||
| Plant closure related costs, net | 208 | 913 | 1,395 | 6,535 | ||
| Other | - | - | - | 1,443 | ||
| Gross profit, as adjusted | $85,242 | $97,768 | $261,491 | $291,802 | ||
| Reconciliation of Operating Loss, GAAP to Operating Income, as Adjusted: | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| Operating loss, GAAP | $(121,079) | $(27,901) | $(209,925) | $(30,960) | ||
| Adjustments to Cost of sales: | ||||||
| Warehouse/manufacturing consolidation and other costs, net | 384 | 184 | 384 | 995 | ||
| Plant closure related costs, net | 208 | 913 | 1,395 | 6,535 | ||
| Other | - | - | - | 1,443 | ||
| Adjustments to Operating expenses(a): | ||||||
| Goodwill impairment | 110,251 | - | 201,518 | - | ||
| Long-lived asset and intangibles impairment | 24,012 | 49,426 | 42,029 | 70,786 | ||
| Productivity and transformation costs | 7,289 | 7,175 | 16,497 | 20,447 | ||
| Certain litigation expenses, net(b) | 407 | 458 | 2,254 | 4,073 | ||
| Transaction and integration costs, net | (151) | 55 | (574) | 282 | ||
| Plant closure related costs, net | (213) | 232 | (166) | 179 | ||
| Operating income, as adjusted | $21,108 | $30,542 | $53,412 | $73,780 | ||
| (a) Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses, goodwill impairment, long-lived asset and intangibles impairment and productivity and transformation costs. | ||||||
| (b) Expenses and items relating to securities class action, baby food litigation and SEC investigation. | ||||||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Adjusted Net Income and Adjusted Net Income per Diluted Share | ||||||
| (unaudited and in thousands, except per share amounts) | ||||||
| Reconciliation of Net Loss, GAAP to Net Income, as Adjusted: | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| Net loss, GAAP | $(134,588) | $(48,194) | $(258,226) | $(72,105) | ||
| Adjustments to Cost of sales: | ||||||
| Warehouse/manufacturing consolidation and other costs, net | 384 | 184 | 384 | 995 | ||
| Plant closure related costs, net | 208 | 913 | 1,395 | 6,535 | ||
| Other | - | - | - | 1,443 | ||
| Adjustments to Operating expenses(a): | ||||||
| Goodwill impairment | 110,251 | - | 201,518 | - | ||
| Long-lived asset and intangibles impairment | 24,012 | 49,426 | 42,029 | 70,786 | ||
| Productivity and transformation costs | 7,289 | 7,175 | 16,497 | 20,447 | ||
| Certain litigation expenses, net(b) | 407 | 458 | 2,254 | 4,073 | ||
| Transaction and integration costs, net | (151) | 55 | (574) | 282 | ||
| Plant closure related costs, net | (213) | 232 | (166) | 179 | ||
| Adjustments to Interest and other expense, net(c): | ||||||
| Unrealized currency losses (gains) | 1,255 | (71) | 825 | 83 | ||
| (Gain) loss on sale of assets | (106) | - | 2,202 | 62 | ||
| Adjustments to (Benefit) provision for income taxes: | ||||||
| Net tax impact of non-GAAP adjustments | (2,693) | 1,094 | 1,615 | (14,139) | ||
| Net income, as adjusted | $6,055 | $11,272 | $9,753 | $18,641 | ||
| Net loss margin | (34.5)% | (11.0)% | (21.6)% | (5.5)% | ||
| Adjusted net income margin | 1.6% | 2.6% | 0.8% | 1.4% | ||
| Diluted shares used in the calculation of net loss per common share: | 90,247 | 89,832 | 90,080 | 89,718 | ||
| Diluted shares used in the calculation of adjusted net income per common share: | 90,407 | 90,058 | 90,287 | 90,088 | ||
| Diluted net loss per common share, GAAP | $(1.49) | $(0.54) | $(2.87) | $(0.80) | ||
| Diluted net income per common share, as adjusted | $0.07 | $0.13 | $0.11 | $0.21 | ||
| (a) Operating expenses include amortization of acquired intangibles, selling, general and administrative expenses, goodwill impairment, long-lived asset and intangibles impairment and productivity and transformation costs. | ||||||
| (b) Expenses and items relating to securities class action, baby food litigation and SEC investigation. | ||||||
| (c) Interest and other expense, net includes interest and other financing expenses, net, unrealized currency losses (gains), (gain) loss on sale of assets and other expense, net. | ||||||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | |||
| Organic Net Sales Growth by Segment | ||||||
| (unaudited and in thousands) | ||||||
| Q3 FY25 | North America | International | Hain Consolidated | |||
| Net sales | $222,407 | $167,944 | $390,351 | |||
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 19,477 | 493 | 19,970 | |||
| Less: Impact of foreign currency exchange | (1,428) | (2,327) | (3,755) | |||
| Organic net sales | $204,358 | $169,778 | $374,136 | |||
| Q3 FY24 | ||||||
| Net sales | $268,107 | $170,251 | $438,358 | |||
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 42,008 | 1,239 | 43,247 | |||
| Organic net sales | $226,099 | $169,012 | $395,111 | |||
| Net sales decline | (17.0)% | (1.4)% | (11.0)% | |||
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | (6.9)% | (0.5)% | (4.8)% | |||
| Less: Impact of foreign currency exchange | (0.5)% | (1.4)% | (0.9)% | |||
| Organic net sales (decline) growth | (9.6)% | 0.5% | (5.3)% | |||
| Q3 FY25 YTD | North America | International | Hain Consolidated | |||
| Net sales | $682,836 | $513,596 | $1,196,432 | |||
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 61,580 | 1,836 | 63,416 | |||
| Less: Impact of foreign currency exchange | (2,497) | 5,338 | 2,841 | |||
| Organic net sales | $623,753 | $506,422 | $1,130,175 | |||
| Q3 FY24 YTD | ||||||
| Net sales | $795,832 | $521,655 | $1,317,487 | |||
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 121,707 | 3,201 | 124,908 | |||
| Organic net sales | $674,125 | $518,454 | $1,192,579 | |||
| Net sales decline | (14.2)% | (1.5)% | (9.2)% | |||
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | (6.4)% | (0.2)% | (4.2)% | |||
| Less: Impact of foreign currency exchange | (0.3)% | 1.0% | 0.2% | |||
| Organic net sales decline | (7.5)% | (2.3)% | (5.2)% | |||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Organic Net Sales Growth by Category | ||||||
| (unaudited and in thousands) | ||||||
| Q3 FY25 | Snacks | Baby & Kids | Beverages | Meal Prep | Personal Care | Hain Consolidated |
| Net sales | $88,506 | $59,896 | $62,874 | $162,266 | $16,809 | $390,351 |
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 162 | 2 | - | 2,997 | 16,809 | 19,970 |
| Less: Impact of foreign currency exchange | (705) | (293) | (1,005) | (1,752) | - | (3,755) |
| Organic net sales | $89,049 | $60,187 | $63,879 | $161,021 | $- | $374,136 |
| Q3 FY24 | ||||||
| Net sales | $111,157 | $64,317 | $68,384 | $165,675 | $28,825 | $438,358 |
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 8,629 | 278 | - | 5,515 | 28,825 | 43,247 |
| Organic net sales | $102,528 | $64,039 | $68,384 | $160,160 | $- | $395,111 |
| Net sales decline | (20.4)% | (6.9)% | (8.1)% | (2.1)% | (41.7)% | (11.0)% |
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | (6.7)% | (0.4)% | 0.0% | (1.5)% | n/a | (4.8)% |
| Less: Impact of foreign currency exchange | (0.6)% | (0.5)% | (1.5)% | (1.1)% | n/a | (0.9)% |
| Organic net sales (decline) growth | (13.1)% | (6.0)% | (6.6)% | 0.5% | n/a | (5.3)% |
| Q3 FY25 YTD | Snacks | Baby & Kids | Beverages | Meal Prep | Personal Care | Hain Consolidated |
| Net sales | $277,688 | $182,225 | $189,364 | $499,311 | $47,844 | $1,196,432 |
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 3,940 | 204 | - | 11,428 | 47,844 | 63,416 |
| Less: Impact of foreign currency exchange | (831) | 1,131 | (939) | 3,480 | - | 2,841 |
| Organic net sales | $274,579 | $180,890 | $190,303 | $484,403 | $- | $1,130,175 |
| Q3 FY24 YTD | ||||||
| Net sales | $342,118 | $188,458 | $197,116 | $513,004 | $76,791 | $1,317,487 |
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | 31,756 | 1,410 | - | 14,951 | 76,791 | 124,908 |
| Organic net sales | $310,362 | $187,048 | $197,116 | $498,053 | $- | $1,192,579 |
| Net sales decline | (18.8)% | (3.3)% | (3.9)% | (2.7)% | (37.7)% | (9.2)% |
| Less: Impact of divestitures, held for sale businesses, discontinued brands and exited product categories | (7.1)% | (0.6)% | 0.0% | (0.7)% | n/a | (4.2)% |
| Less: Impact of foreign currency exchange | (0.2)% | 0.6% | (0.4)% | 0.7% | n/a | 0.2% |
| Organic net sales decline | (11.5)% | (3.3)% | (3.5)% | (2.7)% | n/a | (5.2)% |
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Adjusted EBITDA | ||||||
| (unaudited and in thousands) | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| Net loss | $(134,588) | $(48,194) | $(258,226) | $(72,105) | ||
| Depreciation and amortization | 10,455 | 10,858 | 32,902 | 34,360 | ||
| Equity in net loss of equity-method investees | 966 | 966 | 1,709 | 2,371 | ||
| Interest expense, net | 11,096 | 13,322 | 36,084 | 41,278 | ||
| (Benefit) provision for income taxes | (505) | 5,100 | 5,746 | (4,528) | ||
| Stock-based compensation, net | 2,973 | 3,017 | 9,422 | 10,135 | ||
| Unrealized currency losses | 1,137 | 250 | 707 | 91 | ||
| Certain litigation expenses, net(a) | 407 | 458 | 2,254 | 4,073 | ||
| Restructuring activities | ||||||
| Productivity and transformation costs | 7,289 | 7,175 | 16,497 | 20,447 | ||
| Warehouse/manufacturing consolidation and other costs, net | 384 | 184 | 384 | 995 | ||
| Plant closure related costs, net | (5) | 1,145 | 1,229 | 5,288 | ||
| Acquisitions, divestitures and other | ||||||
| (Gain) loss on sale of assets | (106) | - | 2,202 | 62 | ||
| Transaction and integration costs, net | (151) | 55 | (574) | 282 | ||
| Impairment charges | ||||||
| Goodwill impairment | 110,251 | - | 201,518 | - | ||
| Long-lived asset and intangibles impairment | 24,012 | 49,426 | 42,029 | 70,786 | ||
| Other | - | - | - | 1,443 | ||
| Adjusted EBITDA | $33,615 | $43,762 | $93,883 | $114,978 | ||
| (a) Expenses and items relating to securities class action, baby food litigation and SEC investigation. | ||||||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | --- | --- | ||
| Free Cash Flow | ||||||
| (unaudited and in thousands) | ||||||
| Third Quarter | Third Quarter Year to Date | |||||
| 2025 | 2024 | 2025 | 2024 | |||
| Net cash provided by operating activities | $4,645 | $42,274 | $24,763 | $76,959 | ||
| Purchases of property, plant and equipment | (6,921) | (12,034) | (19,060) | (24,769) | ||
| Free cash flow | $(2,276) | $30,240 | $5,703 | $52,190 | ||
| THE HAIN CELESTIAL GROUP, INC. AND SUBSIDIARIES | ||||||
| --- | --- | --- | ||||
| Net Debt | ||||||
| (unaudited and in thousands) | ||||||
| March 31, 2025 | June 30, 2024 | |||||
| Debt | ||||||
| Long-term debt, less current portion | $701,401 | $736,523 | ||||
| Current portion of long-term debt | 7,554 | 7,569 | ||||
| Total debt | 708,955 | 744,092 | ||||
| Less: Cash and cash equivalents | 44,425 | 54,307 | ||||
| Net debt | $664,530 | $689,785 |
EX-99.2
Exhibit 99.2
The Hain Celestial Group Announces CEO Transition and Strategic Review of Portfolio
Appoints Board Member and Global Consumer Goods Veteran Alison E. Lewis as Interim CEO
HOBOKEN, N.J., May 7, 2025 /GlobeNewswire/ -- The Hain Celestial Group, Inc. (Nasdaq: HAIN) (“Hain,” or the “Company”), a leading global health and wellness company whose purpose is to inspire healthier living through better-for-you brands, announced today that Wendy Davidson is departing as President, Chief Executive Officer and as a member of the Board of Directors (the “Board”), effective this morning.
The Hain Board is executing its leadership succession plan to identify the Company’s next CEO. The Board has a thorough transition plan in place and has appointed Alison E. Lewis, a member of the Board since September 2024, as Interim President and CEO. Ms. Lewis has over 30 years of leadership experience at some of the world’s largest consumer goods companies.
Dawn Zier, Chair of the Board said, “The Board believes this is the right time to transition to new leadership. We appreciate that Alison Lewis, a seasoned executive with vast industry and leadership experience, has agreed to serve as Interim President and CEO while we execute our succession plan. Alison has a track record of driving superior in-market execution, delivering disciplined and profitable revenue growth, and leveraging innovation to create value. During this transition period, we will remain focused on maximizing the value of Hain.” Ms. Zier continued, “On behalf of the entire Board, I want to thank Wendy for her contributions to the Company and wish her the very best in the future.”
Commenting on her appointment as Interim President and CEO, Ms. Lewis said, “I look forward to leading Hain with the same level of commitment as if I were in the role permanently, with a goal of improving performance. We are fortunate to have a capable leadership team, and we will continue to focus on enhancing our earnings power, strengthening our balance sheet and positioning the business for long-term success.”
Strategic Review
Hain also announced today that the Board is conducting a comprehensive review of the Company’s portfolio with the assistance of its independent financial advisor, Goldman Sachs & Co. The review will consider a broad range of strategic options to enhance value.
Commenting on this process, Ms. Zier said, “In light of recent performance, the Board has decided that a thorough evaluation of the Company’s strategy and portfolio is warranted to determine the best approach to maximize shareholder value. With this review underway, we remain focused on operating our business effectively, ensuring we have a strong path to achieve sustainable growth and value creation.”
There is no definitive timetable for completing the strategic review. The Company does not intend to provide further updates unless and until the Board has approved a specific course of action or determines that additional disclosure is appropriate or necessary.
About Alison E. Lewis
Alison E. Lewis has been an independent director since September 2024 and is a 35-year veteran of the consumer packaged goods industry. Ms. Lewis served as the Chief Growth Officer of Kimberly-Clark Corporation, a global consumer goods company, from 2019 to August 2024. As Chief Growth Officer, she led the growth strategy for the company’s four categories and was responsible for driving superior in-market execution, unlocking disciplined and profitable revenue growth, and maximizing innovation for value and scale. Prior to Kimberly-Clark, Ms. Lewis served as Chief Marketing Officer at Johnson & Johnson Family of Consumer Companies from 2013 to 2019. Prior to her role at Johnson & Johnson, Ms. Lewis served as Senior Vice President and Chief Marketing Officer, North America at The Coca-Cola Company. Ms. Lewis began her career at Kraft General Foods. She held leadership roles both domestically and internationally at Johnson & Johnson Family of Consumer Companies and the Coca-Cola Company. Her experience in digital-first marketing and sales models placed e-commerce at the forefront of commercial growth and transformation.
About The Hain Celestial Group
Hain Celestial Group is a leading health and wellness company whose purpose is to inspire healthier living for people, communities and the planet through better-for-you brands. For more than 30 years, Hain has intentionally focused on delivering nutrition and well-being that positively impacts today and tomorrow. Headquartered in Hoboken, N.J., Hain Celestial's products across snacks, baby/kids, beverages and meal preparation are marketed and sold in over 70 countries around the world. Our leading brands include Garden Veggie Snacks™, Terra® chips, Garden of Eatin'® snacks, Hartley’s® jelly, Earth's Best® Organic and Ella's Kitchen® baby and kids foods, Celestial Seasonings® teas, Joya® and Natumi® plant-based beverages, The Greek Gods® yogurt, Cully & Sully®, Yorkshire Provender®, New Covent Garden® and Imagine® soups, among others. For more information, visit www.hain.com and LinkedIn.
Investor Relations Contact:
Alexis Tessier
Investor.Relations@hain.com
Media Contact:
Jen Davis
Jen.Davis@hain.com