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8-K - 8-K - HAIN CELESTIAL GROUP INChain8k-020116q2pressrelease.htm

Exhibit 99.1


Pat Conte/Mary Anthes
The Hain Celestial Group, Inc.
516-587-5000



HAIN CELESTIAL ANNOUNCES RECORD SECOND QUARTER FISCAL YEAR 2016 RESULTS

Net Sales Reach $753 Million, an 8% Increase or
11% on a Constant Currency Basis

Earnings Per Diluted Share $0.55, a 28% Increase
Adjusted Earnings Per Diluted Share $0.57, a 6% Increase

Generated $94 Million of Operating Cash Flow



Lake Success, NY, February 1, 2016-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 results for its second quarter ended December 31, 2015.

Second Quarter Performance Highlights
Record net sales of $752.6 million, an 8% increase, or 11% on a constant currency basis, over prior year net sales of $696.4 million. Net sales were impacted by $18.3 million as a result of foreign exchange rate movements versus a year ago.
Earnings per diluted share of $0.55, a 28% increase; adjusted earnings per diluted share of $0.57, a 6% increase. Foreign currencies impacted reported results by $0.01 per diluted share.
Record operating income of $87.7 million, 11.7% of net sales; adjusted operating income of $92.9 million, 12.3% of net sales.
Strong operating cash flow of $93.9 million, an increase of 82% over the prior year quarter.

“Our record net sales reflect the continuing strong performance from the United Kingdom and Rest of World segments, which collectively grew 12% in constant currency and the Hain Pure Protein Corporation segment (“HPPC”), which grew 21% excluding the acquisition of Empire®. Our strong sales growth was impacted in the quarter primarily by reductions in inventories at certain customers in the United States segment,” said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. “We were able to deliver these strong results, reflecting our global diversified business model across Hain Celestial’s organic and natural brands, product categories, customers and geographies.”


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



Second Quarter 2016
The United States segment reported second quarter net sales of $342.3 million. In the United Kingdom segment, net sales were $194.2 million. HPPC reported net sales of $141.7 million, and the Rest of World segment reported net sales of $74.4 million. The Company had strong branded sales in constant currency led by Plainville Farms®, Tilda®, Ella’s Kitchen®, Sun-Pat®, The Greek Gods®, Alba Botanica® and Avalon Organics®. Net sales of Empire®, Kosher Valley®, Joya® and Live Clean® brands acquired after the second quarter of fiscal year 2015 also contributed to the sales growth.

The Company earned net income of $56.9 million, a 28% increase, and adjusted net income of $59.2 million, a 7% increase, compared to the prior year period. Earnings per diluted share for the second quarter were $0.55, a 28% increase compared to the prior year period. On an adjusted basis earnings per diluted share for the second quarter were $0.57, a 6% increase compared to the prior year period. Refer to Non-GAAP Financial Measures in this press release for reconciliations.

“Hain Celestial continues to be at the forefront of the evolution around changing consumer trends in consumer packaged goods with a strong global brand portfolio in key growth categories. We are uniquely positioned to satisfy the health and wellness needs of consumers with our leading natural and organic products as we work to deliver increased shareholder value,” concluded Irwin Simon.

Fiscal Year 2016 Guidance
The Company reiterated its fiscal year 2016 guidance expectations of:

Total net sales range of $2.90 billion to $3.04 billion, an increase of approximately 7% to 12% as compared to fiscal year 2015, and
Earnings per diluted share range of $1.95 to $2.10, an increase of approximately 4% to 12% as compared to fiscal year 2015.

With respect to the cadence of the second half of the Company’s fiscal year financial results, the Company expects net sales to be slightly lower in the third quarter as compared to the fourth quarter, while 42% to 46% of the Company’s second half earnings will be in the third quarter and the balance in the fourth quarter.

Guidance is provided on a non-GAAP basis and excludes acquisition-related expenses, integration and restructuring charges, start-up costs, unrealized net foreign currency gains or losses, reserves for litigation matters 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 2016, 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 results for the three and six months ended December 31, 2015 by reportable segment:

(dollars in thousands)
 
United States
 
United Kingdom
 
Hain Pure Protein
 
Rest of World
 
Corporate / Other
 
Total
NET SALES
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Three months ended 12/31/15 [1]
 
$
342,298

 
$
194,226

 
$
141,706

 
$
74,359

 
$

 
$
752,589

 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Three months ended 12/31/14
 
$
353,969

 
$
200,797

 
$
86,216

 
$
55,401

 
$

 
$
696,383

Non-GAAP Adjustments [2]
 
$
5,331

 
$

 
$

 
$

 
$

 
$
5,331

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

 
$
200,797

 
$
86,216

 
$
55,401

 
$

 
$
701,714

 
 
 
 
 
 
 
 
 
 
 
 
 
% change - FY'16 net sales vs. FY'15 adjusted net sales
 
(4.7
)%
 
(3.3
)%
 
64.4
%
 
34.2
%
 
 

7.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 12/31/15
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
50,221

 
$
18,768

 
$
18,125

 
$
4,689

 
$
(4,081
)
 
$
87,722

Non-GAAP Adjustments [2]
 
$
1,800

 
$

 
$
841

 
$

 
$
2,498

 
$
5,139

Adjusted operating income
 
$
52,021

 
$
18,768

 
$
18,966

 
$
4,689

 
$
(1,583
)
 
$
92,861

Adjusted operating income margin
 
15.2
 %
 
9.7
 %
 
13.4
%
 
6.3
%
 
 
 
12.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 12/31/14
 


 


 


 


 


 


Operating income
 
$
55,591

 
$
12,263

 
$
7,715

 
$
5,613

 
$
(7,170
)
 
$
74,012

Non-GAAP Adjustments [2]
 
$
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
%

(1) There were no Non-GAAP adjustments to net sales for the three months ended 12/31/15
(2) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"



3





(dollars in thousands)
 
United States
 
United Kingdom
 
Hain Pure Protein
 
Rest of World
 
Corporate / Other
 
Total
NET SALES
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Six months ended 12/31/15 [1]
 
$
673,511

 
$
359,580

 
$
265,694

 
$
140,992

 
$

 
$
1,439,777

 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Six months ended 12/31/14
 
$
690,884

 
$
373,076

 
$
156,886

 
$
106,794

 
$

 
$
1,327,640

Non-GAAP Adjustments [2]
 
$
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

 
 
 
 
 
 
 
 
 
 
 
 
 
% change - FY'16 net sales vs. FY'15 adjusted net sales
 
(4.7
)%
 
(3.6
)%
 
69.4
%
 
30.9
%
 
 
 
7.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended 12/31/15
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
94,687

 
$
28,972

 
$
28,396

 
$
6,784

 
$
(13,649
)
 
$
145,190

Non-GAAP Adjustments [2]
 
$
3,897

 
$
1,020

 
$
886

 
$
514

 
$
4,592

 
$
10,909

Adjusted operating income
 
$
98,584

 
$
29,992

 
$
29,282

 
$
7,298

 
$
(9,057
)
 
$
156,099

Adjusted operating income margin
 
14.6
 %
 
8.3
 %
 
11.0
%
 
5.2
%
 
 
 
10.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended 12/31/14
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
85,181

 
$
17,858

 
$
11,534

 
$
6,248

 
$
(17,982
)
 
$
102,839

Non-GAAP Adjustments [2]
 
$
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
%

(1) There were no Non-GAAP adjustments to net sales for the six months ended 12/31/15
(2) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"


Webcast
Hain Celestial will host a conference call and webcast at 4:30 PM Eastern Time today to review its second quarter fiscal year 2016 results. The conference call will be webcast and 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®, Empire®, Kosher Valley®, 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 Cooper’s®, Linda McCartney®, Lima®, Danival®, Joya®, Natumi®, GG UniqueFiber®, Tilda®, JASON®, Avalon Organics®, Alba Botanica®, Live Clean® and Queen Helene®. Hain Celestial has been providing A Healthier Way of Life™ since 1993. For more information, visit www.hain.com.


4





Safe Harbor Statement
Certain statements contained in this press release constitute “forward-looking statements” within the meaning of 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”, “remain”, “potential”, “can”, “should”, “could”, “future” and similar expressions, or the negative of those expressions. These forward-looking statements include the Company’s beliefs or expectations relating to the Company’s guidance for net sales and earnings per diluted share for fiscal year 2016. Such 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. Such factors include, among others, general economic and financial market conditions; competition; our ability to respond to changes and trends in customer and consumer demand, preferences and consumption; our reliance on third party distributors, manufacturers and suppliers; the consolidation or loss of a significant customer; our ability to introduce new products and improve existing products; availability and retention of key personnel; our ability to effectively integrate our acquisitions; our ability to successfully consummate any proposed divestitures; liabilities arising from potential product recalls, market withdrawals or product liability claims; outbreaks of diseases or food-borne illnesses; potential litigation; the availability of organic and natural ingredients; our ability to manage our supply chain effectively; changes in fuel, raw material and commodity costs; effects of climate change on our business and operations; our ability to offset input cost increases; the interruption, disruption or loss of operations at one or more of our manufacturing facilities; the loss of one or more of our independent co-packers; the disruption of our transportation systems; risks associated with expansion into countries in which we have no prior operating experience; risks associated with our international sales and operations, including foreign currency risks; impairment in the carrying value of our goodwill or other intangible assets; our ability to use our trademarks; reputational damage; changes in, or the failure to comply with, government laws and regulations; liabilities or claims with respect to environmental matters; our reliance on independent certification for our products; a breach of security measures; our reliance on our information technology systems; effects of general global capital and credit market issues on our liquidity and cost of borrowing; potential liabilities not covered by insurance; the ability of joint venture investments to successfully execute business plans; dilution in the value of our common shares; and the other risks detailed from time-to-time in the Company’s reports filed with the Securities and Exchange Commission, including the annual report on Form 10-K for the fiscal year ended June 30, 2015. As a result of the foregoing and other factors, no assurance can be given as to the 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.

Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including adjusted operating income, adjusted income, adjusted income per diluted share, adjusted EBITDA (defined below) 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 months and six months ended December 31, 2015 and 2014 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.

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.



5







For the three and six months ended December 31, 2015 and 2014, adjusted EBITDA was calculated as follows:
        
 
 
3 Months Ended
 
6 Months Ended
 
12/31/2015
 
12/31/2014
 
12/31/2015
 
12/31/2014
 
(dollars in thousands)
Net Income
$
56,947

 
$
44,575

 
$
88,249

 
$
63,430

Income taxes
21,379

 
20,931

 
35,761

 
26,997

Interest expense, net
5,416

 
5,882

 
11,132

 
11,974

Depreciation and amortization
15,843

 
14,322

 
31,409

 
28,902

Equity in earnings of affiliates
31

 
(308
)
 
(53
)
 
(328
)
Stock based compensation
4,010

 
3,060

 
7,279

 
5,999

Subtotal
$
103,626

 
$
88,462

 
$
173,777

 
$
136,974

Adjustments (a)
5,255

 
13,371

 
10,821

 
38,012

Adjusted EBITDA
$
108,881

 
$
101,833

 
$
184,598

 
$
174,986


(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.


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, 2015 and 2014, operating free cash flow was calculated as follows:

 
Six Months Ended
 
12/31/2015
 
12/31/2014
 
(dollars in thousands)
Cash flow provided by operating activities
$
99,644

 
$
54,251

Purchases of property, plant and equipment
(41,177
)
 
(25,766
)
Operating free cash flow
$
58,467

 
$
28,485



Our operating free cash flow was $58.5 million for the six months ended December 31, 2015, an increase of $30.0 million from the six months ended December 31, 2014. The increase in operating free cash flow primarily resulted from an increase in net income and other non-cash items. This was offset partially by an increase in our capital expenditures principally related to the purchase of a new factory location and production equipment in the HPPC segment to accommodate current demand, as well as the expansion of production lines at both our ready-to-heat rice facility in the United Kingdom and our plant-based beverage facilities in Europe to accommodate new products and increased volume.



6





THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
 
 
 
 
 
December 31,
 
June 30,
 
2015
 
2015
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
177,100

 
$
166,922

Accounts receivable, net
350,408

 
320,197

Inventories
403,318

 
382,211

Deferred income taxes
21,027

 
20,758

Prepaid expenses and other current assets
49,513

 
42,931

Total current assets
1,001,366

 
933,019

 
 
 
 
Property, plant and equipment, net
382,830

 
344,262

Goodwill, net
1,219,725

 
1,136,079

Trademarks and other intangible assets, net
659,267

 
647,754

Investments and joint ventures
20,214

 
2,305

Other assets
33,458

 
33,851

Total assets
$
3,316,860

 
$
3,097,270

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
280,042

 
$
251,999

Accrued expenses and other current liabilities
89,965

 
79,167

Current portion of long-term debt
41,552

 
31,275

Total current liabilities
411,559

 
362,441

 
 
 
 
Long-term debt, less current portion
940,462

 
812,608

Deferred income taxes
145,984

 
145,297

Other noncurrent liabilities
4,830

 
5,237

Total liabilities
1,502,835

 
1,325,583

 
 
 
 
Stockholders' equity:
 
 
 
Common stock
1,066

 
1,058

Additional paid-in capital
1,103,357

 
1,073,671

Retained earnings
885,763

 
797,514

Accumulated other comprehensive loss
(107,577
)
 
(42,406
)
Subtotal
1,882,609

 
1,829,837

Treasury stock
(68,584
)
 
(58,150
)
Total stockholders' equity
1,814,025

 
1,771,687

 
 
 
 
Total liabilities and stockholders' equity
$
3,316,860

 
$
3,097,270

   


7





THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Income
 (unaudited and in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
Six Months Ended
December 31,
 
 
2015
 
2014
 
2015
 
2014
 
 
 
 
 
 
 
 
 
Net sales
 
$
752,589

 
$
696,383

 
$
1,439,777

 
$
1,327,640

Cost of sales
 
575,026

 
529,056

 
1,110,167

 
1,034,469

Gross profit
 
177,563

 
167,327

 
329,610

 
293,171

 
 
 
 
 
 
 
 
 
Selling, general and administrative expenses
 
82,607

 
88,621

 
168,861

 
179,544

Amortization/impairment of acquired intangibles
 
4,736

 
4,303

 
9,408

 
8,813

Acquisition related expenses, restructuring and
  integration charges, net
 
2,498

 
391

 
6,151

 
1,975

 
 
 
 
 
 
 
 
 
Operating income
 
87,722

 
74,012

 
145,190

 
102,839

 
 
 
 
 
 
 
 
 
Interest expense and other expenses, net
 
9,365

 
8,814

 
21,233

 
12,740

Income before income taxes and equity in earnings of
   equity-method investees
 
78,357

 
65,198

 
123,957

 
90,099

Provision for income taxes
 
21,379

 
20,931

 
35,761

 
26,997

Equity in net loss (income) of equity-method investees
 
31

 
(308
)
 
(53
)
 
(328
)
 
 
 
 
 
 
 
 
 
Net income
 
$
56,947

 
$
44,575

 
$
88,249

 
$
63,430

 
 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
 
     Basic
 
$
0.55

 
$
0.44

 
$
0.86

 
$
0.63

     Diluted
 
0.55

 
0.43

 
0.85

 
0.62

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
Basic
 
103,017

 
101,267

 
102,912

 
100,975

Diluted
 
104,161

 
103,226

 
104,209

 
102,941




8





THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (unaudited and in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
 
2015 GAAP
Adjustments
 
2015 Adjusted
2014 Adjusted
 
 
 
 
 
 
 
Net sales
 
$
752,589

$

 
$
752,589

$
701,714

Cost of sales
 
575,026

(841
)
 
574,185

523,967

Gross profit
 
177,563

841

 
178,404

177,747

 
 
 
 
 
 
 
Selling, general and administrative expenses
 
82,607

(1,800
)
 
80,807

86,061

Amortization/impairment of acquired
  intangibles
 
4,736


 
4,736

4,303

Acquisition related expenses, restructuring
  and integration charges, net
 
2,498

(2,498
)
 


Operating income
 
87,722

5,139

 
92,861

87,383

Interest and other expenses, net
 
9,365

(2,980
)
 
6,385

6,188

Income before income taxes and equity in
  earnings of equity-method investees
 
78,357

8,119

 
86,476

81,195

Provision for income taxes
 
21,379

5,900

 
27,279

25,985

Equity in net loss (income) of equity-method
  investees
 
31


 
31

(308
)
Net income
 
$
56,947

$
2,219

 
$
59,166

$
55,518

 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
Basic
 
$
0.55

$
0.02

 
$
0.57

$
0.55

Diluted
 
$
0.55

$
0.02

 
$
0.57

$
0.54

 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
Basic
 
103,017

 
 
103,017

101,267

Diluted
 
104,161

 
 
104,161

103,226





9





 
 
FY 2016
 
FY 2015
 
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
 
 
 
 
 
 
Nut butter recall
 
$

$

 
$
5,331

$
2,026

Net sales
 


 
5,331

2,026

 
 
 
 
 
 
 
HPPC production interruption related to chiller
  breakdown
 
841

320

 


Nut butter recall
 


 
(496
)
(188
)
Fakenham inventory allowance for fire
 


 
900

187

UK factory start-up costs
 


 
3,289

682

Acquisition related integration costs
 


 
1,396

364

Cost of sales
 
841

320

 
5,089

1,045

 
 
 
 
 
 
 
Celestial Seasonings marketing support related to
  new packaging launch and Keurig transition
 
1,800

684

 


Nut butter recall
 


 
2,432

924

Litigation expenses
 


 
128

49

Selling, general and administrative expenses
 
1,800

684

 
2,560

973

 
 
 
 
 
 
 
Acquisition related fees and expenses, integration
  and restructuring charges, including severance
 
2,498

549

 
391

142

Acquisition related expenses, restructuring and integration charges, net
 
2,498

549

 
391

142

 
 
 
 
 
 
 
Unrealized currency impacts
 
2,764

980

 
2,626

868

HPPC chiller disposal
 
216

82

 


Interest and other expenses, net
 
2,980

1,062

 
2,626

868

 
 
 
 
 
 
 
UK tax rate change impact on deferred taxes and
  uncertain tax position reserve
 

3,285

 


Provision for income taxes
 

3,285

 


 
 
 
 
 
 
 
Total adjustments
 
$
8,119

$
5,900

 
$
15,997

$
5,054






10





THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (unaudited and in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Six Months Ended December 31,
 
 
2015 GAAP
Adjustments
 
2015 Adjusted
2014 Adjusted
 
 
 
 
 
 
 
Net sales
 
$
1,439,777

$

 
$
1,439,777

$
1,344,341

Cost of sales
 
1,110,167

(2,524
)
 
1,107,643

1,015,338

Gross profit
 
329,610

2,524

 
332,134

329,003

 
 
 
 
 
 
 
Selling, general and administrative expenses
 
168,861

(2,234
)
 
166,627

174,007

Amortization/impairment of acquired intangibles
 
9,408


 
9,408

8,812

Acquisition related expenses, restructuring and integration
  charges, net
 
6,151

(6,151
)
 


Operating income
 
145,190

10,909

 
156,099

146,184

Interest and other expenses, net
 
21,233

(7,443
)
 
13,790

12,490

Income before income taxes and equity in earnings of equity-
  method investees
 
123,957

18,352

 
142,309

133,694

Provision for income taxes
 
35,761

9,276

 
45,037

43,827

Equity in net loss (income) of equity-method investees
 
(53
)

 
(53
)
(328
)
Net income
 
$
88,249

$
9,076

 
$
97,325

$
90,195

 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
Basic
 
$
0.86

$
0.09

 
$
0.95

$
0.89

Diluted
 
$
0.85

$
0.08

 
$
0.93

$
0.88

 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
Basic
 
102,912

 
 
102,912

100,975

Diluted
 
104,209

 
 
104,209

102,941




11





 
 
FY 2016
 
FY 2015
 
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
Impact on Income Before Income Taxes
Impact on Income Tax Provision
 
 
 
Nut butter recall
 
$

$

 
$
15,773

$
5,994

European non-dairy beverage withdrawal
 


 
928

316

Net sales
 


 
16,701

6,310

 
 
 
 
 
 
 
HPPC production interruption related to chiller
  breakdown
 
841

320

 


US warehouse consolidation project
 
426

162

 


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
 
743

149

 
6,021

1,249

Acquisition related integration costs
 
514

155

 
1,523

390

Cost of sales
 
2,524

786

 
19,131

5,837

 
 
 
 
 
 
 
Celestial Seasonings marketing support related
  to new packaging launch and Keurig transition
 
2,004

762

 


Tilda fire insurance recovery costs
 
230

46

 


Nut butter recall
 


 
4,909

1,864

Litigation expenses
 


 
373

142

Acquisition related integration costs
 


 
256

77

Selling, general and administrative expenses
 
2,234

808

 
5,538

2,083

 
 
 
 
 
 
 
Acquisition related fees and expenses,
 integration and restructuring charges, including
 severance
 
6,151

1,929

 
1,694

637

Contingent consideration expense
 


 
281


Acquisition related expenses, restructuring and integration charges, net
 
6,151

1,929

 
1,975

637

 
 
 
 
 
 
 
Unrealized currency impacts
 
7,227

2,386

 
5,816

1,933

Gain on disposal of investment held for sale
 


 
(311
)

Gain on pre-existing investment in HPPC
 


 
(5,334
)

Interest accretion and other items, net
 


 
79

30

HPPC chiller disposal
 
216

82

 


Interest and other expenses, net
 
7,443

2,468

 
250

1,963

 
 
 
 
 
 
 
UK tax rate change impact on deferred taxes and
  uncertain tax position reserve
 

3,285

 


Provision for income taxes
 

3,285

 


 
 
 
 
 
 
 
Total adjustments
 
$
18,352

$
9,276

 
$
43,595

$
16,830



12