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8-K - 8-K - HAIN CELESTIAL GROUP INChain8k-020415q2pressrelease.htm

Exhibit 99.1


Stephen Smith/Mary Anthes
The Hain Celestial Group, Inc.
516-587-5000




HAIN CELESTIAL ANNOUNCES SECOND QUARTER FISCAL YEAR 2015
RECORD NET SALES AND ADJUSTED EARNINGS PER SHARE

Net Sales Improve by 31%

Earnings Per Diluted Share $0.43
Adjusted Earnings Per Diluted Share $0.54

Updates Guidance

Lake Success, NY, February 4, 2015-The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading organic and natural products company with operations in North America, Europe and India providing consumers with A Healthier Way of Life™, today reported record results for its second quarter ended December 31, 2014.

Second Quarter Performance Highlights
Record second quarter net sales of $696.4 million; record adjusted net sales of $701.7 million, a 31% increase over the prior year period adjusted net sales
Earnings per diluted share of $0.43, which includes an after-tax charge of $4.5 million for the nut butter voluntary recall; record second quarter adjusted earnings per diluted share of $0.54, a 26% increase over the prior year period adjusted earnings per diluted share
Operating income $74.0 million; adjusted operating income $87.4 million, a 31% increase over the prior year period adjusted operating income

“We delivered a strong quarter across our diverse portfolio of worldwide brands, overcoming foreign currency impacts to deliver our 17th consecutive quarter of year-over-year double digit sales and adjusted earnings growth,” said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. “I am happy to continue to see our organic growth across the business and our high single digit consumption growth in our U.S. business. The health and wellness industry has a robust outlook, and we are well-positioned to capitalize on this future growth with consumers through our distribution of branded organic, natural and better-for-you product offerings in over 65 countries.”



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


Second Quarter Fiscal Year 2015
The Company reported record net sales of $696.4 million and adjusted net sales of $701.7 million, a 31% increase, as adjusted for the nut butter voluntary recall. Hain Celestial US reported record second quarter net sales of $354.0 million and record second quarter adjusted net sales of $359.3 million, an increase of 10% over the prior year second quarter, which includes a $5.3 million sales adjustment for the nut butter voluntary recall. In the United Kingdom, net sales were $200.8 million, a 38% increase which included approximately $50 million from the acquisition of Tilda, and the Rest of the World segment reported net sales of $55.4 million. Hain Pure Protein Corporation (HPPC) reported net sales of $86.2 million. The Company had strong brand contribution led by double digit growth from Sensible Portions®, The Greek Gods®, Terra®, Garden of Eatin’®, Imagine®, Little Bear®, WestSoy®, Nile Spice®, Plainville Farms®, Hartley’s®, Lima®, Natumi®, Frank Cooper’s®, Jason®, Avalon Organic® and Alba Botanica®. Sales of the Rudi’s Organic Bakery®, FreeBird® and Plainville Farms® brands acquired after the second quarter of fiscal year 2014 also contributed to the growth in net sales.

The Company earned net income of $44.6 million and adjusted net income of $55.5 million for the second quarter. Earnings per diluted share was $0.43 and on an adjusted basis was $0.54, a 26% increase from the prior year second quarter. Refer to Non-GAAP Financial Measures for adjustments.

Fiscal Year 2015 Guidance
The Company updated its annual net sales guidance by approximately $70 million for foreign currency and in addition approximately $20 million, net, primarily related to the nut butter recall and a fire affecting its Tilda manufacturing facility:

Total net sales range of $2.650 billion to $2.675 billion; an increase of approximately 23% to 24% as compared to fiscal year 2014.
Earnings range of $1.85 to $1.89 per diluted share; an increase of 17% to 19% as compared to fiscal year 2014.

With respect to the cadence of the second half of Company’s fiscal year, the Company expects net sales to be slightly higher in the fourth quarter, as compared to the third quarter, while 40% to 45% of the Company’s earnings will be in the third quarter and the balance in the fourth quarter.

Guidance is provided for continuing operations on a non-GAAP basis and excludes acquisition-related expenses, integration and restructuring charges, factory start-up costs, unrealized net foreign currency gains or losses, reserves for litigation settlements and other non-recurring items including any product recalls or market withdrawals that have been or may be incurred during the Company’s fiscal year 2015, which the Company will continue to identify as it reports its future financial results. Guidance excludes the impact of any future acquisitions.


2



Segment Results
The Company’s operations are managed into the following segments: United States, United Kingdom, HPPC and Rest of World (comprised of Canada and Continental Europe).

The following is a summary of second quarter and six month results by reportable segment:

(dollars in thousands)
 
United States
 
United Kingdom
 
HPPC
 
Rest of World
 
Corporate / Other
 
Total
NET SALES
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Three months ended 12/31/14
 
$
353,969

 
$
200,797

 
$
86,216

 
$
55,401

 
$

 
$
696,383

Non-GAAP Adjustments [1]
 
$
5,331

 
$

 
$

 
$

 
$

 
$
5,331

Adjusted net sales - Three months ended 12/31/14
 
$
359,300

 
$
200,797

 
$
86,216

 
$
55,401

 
$

 
$
701,714

 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Three months ended 12/31/13 [2]
 
$
327,725

 
$
146,051

 
$

 
$
61,103

 
$

 
$
534,879

 
 
 
 
 
 
 
 
 
 
 
 
 
% change - FY'15 adjusted net sales vs. FY'14 net sales
 
9.6
%
 
37.5
%
 


 
(9.3
)%
 
 
 
31.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 12/31/14
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
55,591

 
$
12,263

 
$
7,715

 
$
5,613

 
$
(7,170
)
 
$
74,012

Non-GAAP Adjustments [1]
 
$
7,555

 
$
5,189

 
$

 
$

 
$
627

 
$
13,371

Adjusted operating income
 
$
63,146

 
$
17,452

 
$
7,715

 
$
5,613

 
$
(6,543
)
 
$
87,383

Adjusted operating income margin
 
17.6
%
 
8.7
%
 
8.9
%
 
10.1
 %
 
 
 
12.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 12/31/13
 


 


 


 


 


 


Operating income
 
$
56,510

 
$
12,001

 
$

 
$
3,996

 
$
(8,194
)
 
$
64,313

Non-GAAP Adjustments [1]
 
$
482

 
$
1,296

 
$

 
$
336

 
$
437

 
$
2,551

Adjusted operating income
 
$
56,992

 
$
13,297

 
$

 
$
4,332

 
$
(7,757
)
 
$
66,864

Adjusted operating income margin
 
17.4
%
 
9.1
%
 


 
7.1
 %
 


 
12.5
%

(1) See accompanying tables of "Reconciliation of GAAP Results to Non-GAAP Measures"
(2) There were no non-GAAP adjustments to net sales for the three months ended 12/31/13


3


(dollars in thousands)
 
United States
 
United Kingdom
 
HPPC
 
Rest of World
 
Corporate / Other
 
Total
NET SALES
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Six months ended 12/31/14
 
$
690,884

 
$
373,076

 
$
156,886

 
$
106,794

 
$

 
$
1,327,640

Non-GAAP Adjustments [1]
 
$
15,773

 
$

 
$

 
$
928

 
$

 
$
16,701

Adjusted net sales - Six months ended 12/31/14
 
$
706,657

 
$
373,076

 
$
156,886

 
$
107,722

 
$

 
$
1,344,341

 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Six months ended 12/31/13 [2]
 
$
639,720

 
$
260,046

 
$

 
$
112,597

 
$

 
$
1,012,363

 
 
 
 
 
 
 
 
 
 
 
 
 
% change - FY'15 adjusted net sales vs. FY'14 net sales
 
10.5
%
 
43.5
%
 
 
 
(4.3
)%
 
 
 
32.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended 12/31/14
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
85,181

 
$
17,858

 
$
11,534

 
$
6,248

 
$
(17,982
)
 
$
102,839

Non-GAAP Adjustments [1]
 
$
30,358

 
$
8,164

 
$
140

 
$
2,187

 
$
2,496

 
$
43,345

Adjusted operating income
 
$
115,539

 
$
26,022

 
$
11,674

 
$
8,435

 
$
(15,486
)
 
$
146,184

Adjusted operating income margin
 
16.4
%
 
7.0
%
 
7.4
%
 
7.8
 %
 
 
 
10.9
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended 12/31/13
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
102,876

 
$
13,912

 
$

 
$
6,444

 
$
(19,147
)
 
$
104,085

Non-GAAP Adjustments [1]
 
$
482

 
$
1,296

 
$

 
$
802

 
$
3,216

 
$
5,796

Adjusted operating income
 
$
103,358

 
$
15,208

 
$

 
$
7,246

 
$
(15,931
)
 
$
109,881

Adjusted operating income margin
 
16.2
%
 
5.8
%
 
 
 
6.4
 %
 
 
 
10.9
%

(1) See accompanying tables of "Reconciliation of GAAP Results to Non-GAAP Measures"
(2) There were no non-GAAP adjustments to net sales for the six months ended 12/31/13



Webcast
Hain Celestial will host a conference call and webcast at 8:30 AM Eastern Time today to review its second quarter fiscal year 2015 results. The conference call will be webcast and available under the Investor Relations section of the Company’s website at www.hain.com.

Upcoming Events
The Company is scheduled to present at the 2015 Consumer Analyst Group of New York (“CAGNY”) Conference on Tuesday, February 17, 2015 at 4:15 PM. A live audio webcast and a replay of the event will be available under the Investor Relations section of the Company's website at www.hain.com.

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 and India. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings®, Earth’s Best®, Ella’s Kitchen®, Terra®, Garden of Eatin’®, Sensible Portions®, Health Valley®, Arrowhead Mills®, MaraNatha®, SunSpire®, DeBoles®, Casbah®, Rudi’s Organic Bakery®, Gluten Free Café™, Hain Pure Foods®, Spectrum®, Spectrum Essentials®, Walnut Acres Organic®, Imagine®, Almond Dream®, Rice Dream®, Soy Dream®, WestSoy®, The Greek Gods®, BluePrint®, FreeBird®, Plainville Farms®, Yves Veggie Cuisine®, Europe’s Best®, Cully & Sully®, New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare®, Hartley’s®, Sun-Pat®, Gale’s®, Robertson’s®, Frank

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Cooper’s®, Linda McCartney®, Lima®, Danival®, Natumi®, GG UniqueFiber®, Tilda®, JASON®, Avalon Organics®, Alba Botanica® and Queen Helene®. Hain Celestial has been providing A Healthier Way of Life™ since 1993. For more information, visit www.hain.com.

Safe Harbor Statement
Certain statements contained in this press release constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Words such as “plan,” “continue,” “expect,” “expected,” “anticipate,” “intend”, “estimate,” “believe,” “seek”, “may,” “potential,” “can,” “positioned,” “should,” “future,” “look forward”, “outlook”, and similar expressions, or the negative of those expressions, may identify forward-looking statements. These forward-looking statements include the Company’s beliefs or expectations relating to (i) the Company’s guidance for net sales and earnings per diluted share for fiscal year 2015, and (ii) growth trends and distribution opportunities. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the Company’s 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. Such factors include, among others, the Company’s ability to achieve its guidance for net sales and earnings per diluted share in fiscal year 2015 given the economic environment in the U.S. and other markets that it sells products as well as economic, political and business conditions generally and their effect on the Company’s customers and consumers' product preferences, and the Company’s business, financial condition and results of operations; changes in estimates or judgments related to the Company’s impairment analysis of goodwill and other intangible assets, as well as with respect to the Company's valuation allowances of its deferred tax assets; the Company’s ability to implement its business and acquisition strategy; the ability of the Company’s joint venture investment to successfully execute its business plan; the Company’s ability to realize sustainable growth generally and from investments in core brands, offering new products and its focus on cost containment, productivity, cash flow and margin enhancement in particular; the Company’s ability to effectively integrate its acquisitions; the Company’s ability to successfully consummate its proposed divestitures; the effects on the Company’s results of operations from the impacts of foreign exchange; competition; the success and cost of introducing new products as well as the Company’s ability to increase prices on existing products; availability and retention of key personnel; the Company’s reliance on third party distributors, manufacturers and suppliers; the Company’s ability to maintain existing customers and secure and integrate new customers; the Company’s ability to respond to changes and trends in customer and consumer demand, preferences and consumption; international sales and operations; changes in fuel, raw material and commodity costs; changes in, or the failure to comply with, government regulations; the availability of organic and natural ingredients; the loss of one or more of the Company’s manufacturing facilities; the ability to use the Company’s trademarks; reputational damage; product liability; product recall or market withdrawal; seasonality; litigation; the Company's reliance on its information technology systems; and the other risks detailed from time-to-time in the Company’s reports filed with the SEC, including the annual report on Form 10-K for the fiscal year ended June 30, 2014. As a result of the foregoing and other factors, no assurance can be given as to future results, levels of activity and achievements and neither the Company nor any person assumes responsibility for the accuracy and completeness of these statements.

Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including adjusted net sales, adjusted gross profit, adjusted operating income, and adjusted income from continuing operations, adjusted income per diluted share from continuing operations and adjusted EBITDA (defined below) and operating free cash flow. The reconciliations of these non-GAAP financial measures to the comparable GAAP financial measures including adjustments for the recall and withdrawal are presented in the tables “Reconciliation of GAAP Results to Non-GAAP Measures” for the three months and six months ended December 31, 2014 and 2013 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 Income presented in accordance with GAAP.

5



The Company defines adjusted EBITDA as net income (a GAAP measure) before income taxes, net interest expense, depreciation and amortization, impairment of long lived assets, equity in the earnings of non-consolidated affiliates, stock based compensation, acquisition-related expenses, including integration and restructuring charges, and other non-recurring items. The Company’s management believes that this presentation provides 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 this measure for reviewing the financial results of the Company and as a component of performance-based executive compensation.

For the three and six months ended December 31, 2014 and 2013, adjusted EBITDA was calculated as follows:
 
 
3 Months Ended
 
6 Months Ended
 
12/31/2014
12/31/2013
 
12/31/2014
12/31/2013
 
(dollars in thousands)
 
(dollars in thousands)
Net Income
$
44,575

$
41,231

 
$
63,430

$
68,886

Income taxes
20,931

19,748

 
26,997

28,499

Interest expense, net
5,882

5,209

 
11,974

10,494

Depreciation and amortization
14,322

11,355

 
28,902

21,808

Equity in earnings of affiliates
(308
)
(1,473
)
 
(328
)
(2,045
)
Stock based compensation
3,060

3,400

 
5,999

6,637

Subtotal
$
88,462

$
79,470

 
$
136,974

$
134,279

Adjustments (a)
13,371

1,402

 
38,012

4,647

Adjusted EBITDA
$
101,833

$
80,872

 
$
174,986

$
138,926


(a) The adjustments include all adjustments in the table "Reconciliation of GAAP Results to Non-GAAP Measures" except for unrealized currency impacts, gain on disposal of investment held for sale, interest accretion and other items, net and taxes.


For the six months ended December 31, 2014 and 2013, operating free cash flow was calculated as follows:

The Company defines Operating Free Cash Flow as cash provided from or used in operating activities (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 six-months ended December 31, 2014 and 2013, operating free cash flow was calculated as follows:
 
6 Months Ended
 
12/31/2014
 
12/31/2013
 
(dollars in thousands)
Cash flow provided by operating activities
$
54,251

 
$
73,488

Purchases of property, plant and equipment
(25,766
)
 
(20,822
)
Operating free cash flow
$
28,485

 
$
52,666



Operating free cash flow for the six-months ended December 31, 2014 was $28.5 million, compared to $52.7 million in the prior year period. Our current period operating free cash flow was impacted primarily by the effects of our MaraNatha® nut butter recall and working capital requirements on a higher sales base.




6


THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
 
 
 
 
 
December 31,
 
June 30,
 
2014
 
2014
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
135,227

 
$
123,751

Trade receivables, net
321,523

 
287,915

Inventories
372,146

 
320,251

Deferred income taxes
25,592

 
23,780

Other current assets
50,877

 
47,906

Total current assets
905,365

 
803,603

 
 
 
 
Property, plant and equipment, net
333,824

 
310,661

Goodwill, net
1,093,589

 
1,134,368

Trademarks and other intangible assets, net
622,467

 
651,482

Investments and joint ventures
6,572

 
36,511

Other assets
29,886

 
28,692

Total assets
$
2,991,703

 
$
2,965,317

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
258,139

 
$
239,162

Accrued expenses and other current liabilities
81,857

 
84,906

Current portion of long-term debt
89,347

 
100,096

Total current liabilities
429,343

 
424,164

 
 
 
 
Long-term debt, less current portion
785,845

 
767,827

Deferred income taxes
151,316

 
148,439

Other noncurrent liabilities
4,550

 
5,020

Total liabilities
1,371,054

 
1,345,450

 
 
 
 
Stockholders' equity:
 
 
 
Common stock*
1,048

 
516

Additional paid-in capital*
1,027,769

 
969,697

Retained earnings
693,048

 
629,618

Accumulated other comprehensive income
(48,950
)
 
60,128

Subtotal
1,672,915

 
1,659,959

Treasury stock
(52,266
)
 
(40,092
)
Total stockholders' equity
1,620,649

 
1,619,867

 
 
 
 
Total liabilities and stockholders' equity
$
2,991,703

 
$
2,965,317

* Amounts as of June 30, 2014 have been retroactively adjusted to reflect a two-for-one stock split of our common stock
in the form of a 100% stock dividend.

7


THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Income
 (in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
Six Months Ended December 31,
 
 
2014
 
2013
 
2014
 
2013
 
 
(Unaudited)
 
(Unaudited)
 
 
 
 
 
 
 
 
 
Net sales
 
$
696,383

 
$
534,879

 
$
1,327,640

 
$
1,012,363

Cost of sales
 
529,056

 
391,802

 
1,034,469

 
750,163

Gross profit
 
167,327

 
143,077

 
293,171

 
262,200

 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
88,621

 
75,237

 
179,545

 
148,824

Amortization of acquired intangibles
 
4,303

 
3,647

 
8,812

 
7,115

Acquisition related expenses including integration and restructuring charges, net
 
391

 
(120
)
 
1,975

 
2,176

 
 
 
 
 
 
 
 
 
Operating income
 
74,012

 
64,313

 
102,839

 
104,085

 
 
 
 
 
 
 
 
 
Interest expense and other expenses
 
8,814

 
5,955

 
12,740

 
9,893

Income before income taxes and equity in earnings of equity-method investees
 
65,198

 
58,358

 
90,099

 
94,192

Income tax provision
 
20,931

 
19,748

 
26,997

 
28,499

(Income) of equity-method investees, net of tax
 
(308
)
 
(1,473
)
 
(328
)
 
(2,045
)
 
 
 
 
 
 
 
 
 
Income from continuing operations
 
44,575

 
40,083

 
63,430

 
67,738

Loss from discontinued operations, net of tax
 

 
1,148

 

 
1,148

Net income
 
$
44,575

 
$
41,231

 
$
63,430

 
$
68,886

 
 
 
 
 
 
 
 
 
Basic net income per share*:
 
 
 
 
 
 
 
 
     From continuing operations
 
$
0.44

 
$
0.42

 
$
0.63

 
$
0.71

     From discontinued operations
 

 
0.01

 

 
0.01

Net income per share - basic
 
$
0.44

 
$
0.43

 
$
0.63

 
$
0.72

 
 
 
 
 
 
 
 
 
Diluted net income per share*:
 
 
 
 
 
 
 
 
     From continuing operations
 
$
0.43

 
$
0.41

 
$
0.62

 
$
0.69

     From discontinued operations
 

 
0.01

 

 
0.01

Net income per share - diluted
 
$
0.43

 
$
0.42

 
$
0.62

 
$
0.70

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
101,267

 
96,038

 
100,975

 
95,726

Diluted
 
103,226

 
98,370

 
102,941

 
98,120


*Share and per share amounts for the three and six months ended December 31, 2013 have been retroactively adjusted to
reflect a two-for-one stock split of our common stock in the form of a 100% stock dividend.

8


THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
 
2014 GAAP
Adjustments
 
2014 Adjusted
2013 Adjusted
 
 
(Unaudited)
 
 
 
 
 
 
 
Net Sales
 
$
696,383

$
5,331

 
$
701,714

$
534,879

Cost of sales
 
529,056

(5,089
)
 
523,967

389,586

Gross profit
 
167,327

10,420

 
177,747

145,293

Selling, general and administrative expenses
 
88,621

(2,560
)
 
86,061

74,782

Amortization of acquired intangibles
 
4,303


 
4,303

3,647

Acquisition related expenses including integration and restructuring charges, net
 
391

(391
)
 


Operating income
 
74,012

13,371

 
87,383

66,864

Interest and other expenses, net
 
8,814

(2,626
)
 
6,188

6,046

Income before income taxes and equity in earnings of equity-method investees
 
65,198

15,997

 
81,195

60,818

Income tax provision
 
20,931

5,054

 
25,985

19,604

(Income) of equity-method investees, net of tax
 
(308
)

 
(308
)
(1,473
)
Income from continuing operations
 
$
44,575

$
10,943

 
$
55,518

$
42,687

 
 
 
 
 
 
 
Income per share from continuing operations - basic
 
$
0.44

$
0.11

 
$
0.55

$
0.44

 
 
 
 
 
 
 
Income per share from continuing operations - diluted
 
$
0.43

$
0.11

 
$
0.54

$
0.43

 
 
 
 
 
 
 
Weighted average common shares outstanding*:
 
 
 
 
 
 
Basic
 
101,267

 
 
101,267

96,038

Diluted
 
103,226

 
 
103,226

98,370

*Share and per share amounts for the three months ended December 31, 2013 have been retroactively adjusted to reflect a
two-for-one stock split of our common stock in the form of a 100% stock dividend.


9


 
 
FY 2015
 
FY 2014
 
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
 
(Unaudited)
Nut butter recall
 
$
5,331

$
2,026

 
$

$

Net sales
 
5,331

2,026

 


 
 
 
 
 
 
 
Nut butter recall
 
(496
)
(188
)
 


Fakenham inventory allowance for fire
 
900

187

 


UK Factory start-up costs
 
3,289

682

 
1,677

426

Acquisition related integration costs
 
1,396

364

 
102

23

Co-pack contract termination costs
 


 
437

166

Cost of sales
 
5,089

1,045

 
2,216

615

 
 
 
 
 
 
 
Nut butter recall
 
2,432

924

 


Litigation expenses
 
128

49

 
455

173

Selling, general and administrative expenses
 
2,560

973

 
455

173

 
 
 
 
 
 
 
Acquisition related fees and expenses, integration and restructuring charges
 
391

142

 
1,661

534

Contingent consideration (income) expense, net
 


 
(1,781
)
(1,117
)
Acquisition related (income) expenses including integration and restructuring charges
 
391

142

 
(120
)
(583
)
 
 
 
 
 
 
 
Unrealized currency impacts
 
2,626

868

 
(98
)
(149
)
Gain on disposal of investment held for sale
 


 
(234
)
(89
)
Accretion of contingent consideration
 


 
241

82

Interest and other expenses, net
 
2,626

868

 
(91
)
(156
)
 
 
 
 
 
 
 
Nondeductible acquisition related transaction expenses
 


 

(193
)
Income tax provision
 


 

(193
)
 
 
 
 
 
 
 
Total adjustments
 
$
15,997

$
5,054

 
$
2,460

$
(144
)



10


THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Six Months Ended December 31,
 
 
2014 GAAP
Adjustments
 
2014 Adjusted
2013 Adjusted
 
 
(Unaudited)
 
 
 
 
 
 
 
Net Sales
 
$
1,327,640

$
16,701

 
$
1,344,341

$
1,012,363

Cost of sales
 
1,034,469

(19,131
)
 
1,015,338

747,222

Gross profit
 
293,171

35,832

 
329,003

265,141

Selling, general and administrative expenses
 
179,545

(5,538
)
 
174,007

148,145

Amortization of acquired intangibles
 
8,812


 
8,812

7,115

Acquisition related expenses including integration and restructuring charges, net
 
1,975

(1,975
)
 


Operating income
 
102,839

43,345

 
146,184

109,881

Interest and other expenses, net
 
12,740

(250
)
 
12,490

12,065

Income before income taxes and equity in earnings of equity-method investees
 
90,099

43,595

 
133,694

97,816

Income tax provision
 
26,997

16,830

 
43,827

31,848

(Income) of equity-method investees, net of tax
 
(328
)

 
(328
)
(2,045
)
Income from continuing operations
 
$
63,430

$
26,765

 
$
90,195

$
68,013

 
 
 
 
 
 
 
Income per share from continuing operations - basic
 
$
0.63

$
0.27

 
$
0.89

$
0.71

 
 
 
 
 
 
 
Income per share from continuing operations - diluted
 
$
0.62

$
0.26

 
$
0.88

$
0.69

 
 
 
 
 
 
 
Weighted average common shares outstanding*:
 
 
 
 
 
 
Basic
 
100,975

 
 
100,975

95,726

Diluted
 
102,941

 
 
102,941

98,120

*Share and per share amounts for the six months ended December 31, 2013 have been retroactively adjusted to reflect a
two-for-one stock split of our common stock in the form of a 100% stock dividend.

11


 
 
FY 2015
 
FY 2014
 
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
 
(Unaudited)
Nut butter recall
 
$
15,773

$
5,994

 
$

$

European non-dairy beverage withdrawal
 
928

316

 


Net sales
 
16,701

6,310

 


 
 
 
 
 
 
 
Nut butter recall
 
9,428

3,583

 


European non-dairy beverage withdrawal
 
1,259

428

 


Fakenham inventory allowance for fire
 
900

187

 


UK factory start-up costs
 
6,021

1,249

 
2,143

584

Acquisition related and other integration costs
 
1,523

390

 
361

82

Co-pack contract termination costs
 


 
437

166

Cost of sales
 
19,131

5,837

 
2,941

832

 
 
 
 
 
 
 
Nut butter recall
 
4,909

1,864

 


Litigation expenses
 
373

142

 
455

173

Acquisition related integration costs
 
256

77

 


Expenses related to third party sale of common stock
 


 
224

85

Selling, general and administrative expenses
 
5,538

2,083

 
679

258

 
 
 
 
 
 
 
Acquisition related fees and expenses, integration and restructuring charges
 
1,694

637

 
3,957

1,314

Contingent consideration (income) expense, net
 
281


 
(1,781
)
(1,117
)
Acquisition related (income) expenses including integration and restructuring charges
 
1,975

637

 
2,176

197

 
 
 
 
 
 
 
Unrealized currency impacts
 
5,816

1,933

 
(2,417
)
(1,047
)
Gain on disposal of investment held for sale
 
(311
)

 
(234
)
(89
)
Gain on pre-existing investment in HPPC
 
(5,334
)

 


Interest accretion and other items, net
 
79

30

 
479

164

Interest and other expenses, net
 
250

1,963

 
(2,172
)
(972
)
 
 
 
 
 
 
 
Nondeductible acquisition related transaction expenses
 


 

(193
)
Discrete tax benefit resulting from enacted tax rate change
 


 

3,777

Increase in unrecognized tax benefits
 


 

(550
)
Income tax provision
 


 

3,034

 
 
 
 
 
 
 
Total adjustments
 
$
43,595

$
16,830

 
$
3,624

$
3,349



12