INVESTOR RELATIONS
  • The Hain Celestial Group 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. Our mission is to be the leading marketer, manufacturer and seller of organic and natural, better-for-you products. We are committed to growing sustainably while continuing to implement environmentally sound business practices and manufacturing processes.
Press & Events
Printer Friendly Version View printer-friendly version
<< Back
Hain Celestial Announces Financial Results and Expands Strategic Plan to Deliver Enhanced Shareholder Value
Download PDF Download PDF
Completes Accounting Review and Audit Process
No Material Changes to Previously Reported Financial Statements
Provides Fourth Quarter and Fiscal Year 2017 Guidance and Initial Fiscal 2018 Outlook
Expects to Deliver $350 Million in Cost Savings Through Fiscal 2020
Generates Strong Operating Cash Flow of $148 Million in First Nine Months of Fiscal 2017
Authorizes New $250 Million Share Repurchase Program

LAKE SUCCESS, N.Y., June 22, 2017 /PRNewswire/ -- The Hain Celestial Group, Inc. (NASDAQ: HAIN) ("Hain Celestial" or the "Company"), a leading organic and natural products company with operations in North America, Europe and India providing consumers with A Healthier Way of Life™, today announced the completion of its internal accounting review and audit process for its fiscal year ended June 30, 2016.  In connection with the completion of its internal accounting review, the Company has concluded that its previously-issued consolidated financial statements are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States. Today, the Company will file its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the "Form 10-K"), which includes immaterial revisions to its results for fiscal years 2016, 2015 and 2014, as well as its Quarterly Reports on Form 10-Q for the first three quarters of its fiscal year 2017.  Upon the filing of these outstanding reports, the Company will be current with all of its reporting obligations with the Securities and Exchange Commission.

The_Hain_Celestial_Group_Logo

"The accounting review is complete, and we are pleased to report our financial results, which reflect no material changes to any prior reported periods. We have also implemented greater and more effective internal controls and enhanced oversight for our financial reporting and business units. The changes we are announcing today strengthen Hain Celestial globally on a go-forward basis," said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. "We appreciate the efforts of our employees and the support of our customers, lenders and stockholders throughout this process."

Irwin Simon continued, "We have made significant progress to build upon our strategic plan, Project Terra, identifying substantial cost-savings, enhancing customer-centric, go-to market initiatives and fueling innovation to improve our performance. Our team is energized and focused on the continued execution of our strategic initiatives as we position our business for long-term growth, success and enhanced shareholder value."

Financial Highlights1 
For the first nine months of fiscal year 2017, the Company reported:

  • Net sales of $2.1 billion, relatively flat on a year-over-year basis, or a 4% increase on a constant currency basis. Net sales were impacted by $96.2 million from foreign exchange rate movements versus the prior year period.
  • Hain Celestial United States net sales of $882.3 million, a decrease of 6% on a year-over-year basis reflecting the impact of inventory realignment at certain customers and product rationalization of $55 million
  • Hain Celestial United Kingdom net sales of $573.5 million, a 3% increase, or an 18% increase on a constant currency basis, compared to the prior year period.
  • Hain Pure Protein net sales of $387.4 million, a 2% increase over the prior year period.
  • Hain Celestial Canada net sales of $111.2 million, an 8% increase.
  • Hain Celestial Europe net sales of $127.8 million, a 15% increase. 
  • Net income of $67.1 million; adjusted net income of $82.7 million.
  • EBITDA of $157.2 million compared to $278.5 million in the prior year period; adjusted EBITDA of $189.8 million compared to $287.8 million in the prior year period.
  • Operating income of $102.2 million, or 4.8% of net sales; adjusted operating income of $134.8 million, or 6.3% of net sales.
  • Earnings per diluted share of $0.64; adjusted earnings per diluted share of $0.79. Foreign currencies impacted reported earnings results by $0.09 per diluted share.
  • Operating cash flow of $148.0 million.

For fiscal year 2016, the Company reported:

  • Net sales of $2.9 billion, an 11% increase or 13% on a constant currency basis, compared to fiscal 2015 net sales of $2.6 billion. Net sales were impacted by $69.2 million in foreign exchange rate movements versus the prior year.
  • Net income of $47.4 million; adjusted net income of $192.9 million.
  • EBITDA of $361.5 million compared to $311.9 million in fiscal 2015; adjusted EBITDA of $379.1 million compared to $371.7 million in fiscal 2015.
  • Operating income of $150.4 million, adjusted operating income $305.5 million.
  • Included in the Company's fiscal 2016 results was a non-cash impairment charge of $124.2 million, which included a goodwill impairment charge of $84.5 million related to the Hain Daniels reporting unit within the United Kingdom segment as well as a trademark impairment charge of $39.7 million, which relates to trademarks in both the United Kingdom and United States segments.
  • Earnings per diluted share of $0.46, adjusted earnings per diluted share of $1.85. Foreign currencies impacted reported earnings results by $0.04 per diluted share.
  • Operating cash flow of $206.6 million, an increase of 11.4% compared to fiscal 2015.

Update on Strategic Plan
The Company continues to execute on its strategic plan, which expands upon Project Terra announced in fiscal 2016, to drive long-term growth and profitability. These initiatives to drive net sales growth and margin expansion include:

  • Investing in top brands and capabilities to grow globally;
  • Expanding Project Terra cost-savings programs, which are expected to deliver $350 million in total cost savings through fiscal 2020 including annual productivity;
  • Building a global management team with deep sector and operating expertise–including key hires in marketing, sales, and operations–to drive innovation and distribution expansion, as well as
  • Pursuing a capital allocation strategy that includes a new $250 million share repurchase authorization.

1 This press release includes certain non‐GAAP financial measures, referred to as "adjusted", which are intended to supplement, not substitute for, comparable GAAP financial measures. Reconciliations of non‐GAAP financial measures to GAAP financial measures are provided herein.

Fourth Quarter and Full Fiscal 2017 Guidance
The Company provided the following fourth quarter and full fiscal 2017 guidance expectations:



Fourth Quarter 2017


Full Year 2017

Net Sales


$715 million to $735 million


$2.84 to $2.86 billion

Adjusted EBITDA


$80 million to $85 million


$270 million to $275 million

Adjusted EPS


$0.40 to $0.43


$1.19 to $1.22

 

For the fourth quarter of fiscal 2017, the Company's projected net sales reflects an estimate of approximately 1% year-over-year decline in U.S. dollars and approximately 4% year-over-year growth on a constant currency basis.

Irwin Simon concluded, "We have continued to make significant progress across key areas of our business, and while our financial results were impacted by a challenging operating environment during the first three quarters of 2017, we believe that we have reached an inflection point in the fourth quarter, with the Company well-positioned for long-term growth and profitability."

Guidance is provided on a non-GAAP or adjusted basis, which 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 that have been or may be incurred during the Company's fiscal year 2017, which the Company will continue to identify as it reports its future financial results. Guidance excludes the impact of any future acquisitions.

The Company has not reconciled its expected Adjusted EBITDA to net income or Adjusted EPS to earnings per share under "Fourth Quarter and Full Fiscal 2017 Guidance" and "Fiscal Year 2018 Outlook" because it has not finalized calculations for several factors necessary to provide the reconciliations, including net income, interest expense and income tax expense. In addition, certain items that impact net income and other reconciling metrics are out of the Company's control and/or cannot be reasonably predicted at this time.

Initial Fiscal Year 2018 Outlook
The Company also announced the following financial targets:

  • Total net sales growth of 4% to 6%
  • Adjusted EBITDA of $350 million to $375 million.

Appoints Lead Director
Effective May 23, 2017, the Company's Board of Directors appointed Andrew R. Heyer, a Director since 2012 and Chairperson of the Audit Committee, as Lead Independent Director.

Announces New Chief Financial Officer
In a separate press release today, the Company announced that James Langrock has been appointed as Executive Vice President and Chief Financial Officer, effective June 23, 2017.

Returning Capital to Shareholders
The Company's Board of Directors has authorized the repurchase of up to $250 million of the Company's issued and outstanding common stock.  The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations including the Company's historical strategy of pursuing accretive acquisitions.

Segment Results
For fiscal 2016, the Company's operations were managed into the following reportable segments: United States, United Kingdom, Hain Pure Protein and Rest of World (comprised of Canada and Continental Europe).

For fiscal 2017, changes in the Company's internal management and reporting structure resulted in a change in operating segments. Certain brands previously included within the United States operating segment were moved to the new Cultivate operating segment, which is now included in the Rest of World reportable segment.

(dollars in thousands)

United States

United Kingdom

Hain Pure Protein

Rest of World

Corporate/
Other

Total

NET SALES







Net sales - Nine months ended 03/31/17

$       882,273

$       573,542

$       387,412

$       284,799

$                  -

$    2,128,026

Net sales - Nine months ended 03/31/16 (revised) (1)

$       942,700

$       558,269

$       379,460

$       267,398

$                  -

$    2,147,827

% change - FY'17 net sales vs. FY'16 net sales (revised)

-6.4%

2.7%

2.1%

6.5%


-0.9%

OPERATING INCOME







Nine months ended 03/31/17







Operating income

$       111,453

$         22,792

$              (31)

$         21,894

$        (53,890)

$       102,218

Non-GAAP Adjustments (2)

$           6,193

$           3,754

$                  -

$            (110)

$         22,741

$         32,578

Non-GAAP operating income

$       117,646

$         26,546

$              (31)

$         21,784

$        (31,149)

$       134,796

Non-GAAP operating income margin

13.3%

4.6%

0.0%

7.6%


6.3%

Nine months ended 03/31/16







Operating income (revised) (1)

$       148,828

$         44,093

$         31,078

$         17,646

$        (26,147)

$       215,498

Non-GAAP Adjustments (2)

$           2,965

$           1,020

$           3,940

$             514

$           9,909

$         18,348

Non-GAAP operating income (revised)

$       151,792

$         45,113

$         35,018

$         18,160

$        (16,238)

$       233,847

Non-GAAP operating income margin (revised)

16.1%

8.1%

9.2%

6.8%


10.9%

(1) See bridge from previously reported to revised amounts on the accompanying tables "Net Sales by Segment" and "Operating Income by Segment"

(2) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"


















(dollars in thousands)

United States

United Kingdom

Hain Pure Protein

Rest of World

Corporate/
Other

Total

NET SALES







Net sales - Twelve months ended 06/30/16(1)

$    1,321,547

$       774,877

$       492,510

$       296,440

$                  -

$    2,885,374

Net sales - Twelve months ended 06/30/15 (revised) (2)

$    1,325,996

$       722,830

$       337,197

$       223,590

$                  -

$    2,609,613

Non-GAAP Adjustments (3)

$         15,773

$                  -

$                  -

$             928

$                  -

$         16,701

Non-GAAP net sales - Twelve months ended 06/30/15 (revised)

$    1,341,769

$       722,830

$       337,197

$       224,518

$                  -

$    2,626,314

% change - FY'16 net sales vs. FY'15 Non-GAAP net sales (revised)

-1.5%

7.2%

46.1%

32.0%


9.9%

OPERATING INCOME







Twelve months ended 06/30/16







Operating income

$       209,099

$         56,000

$         31,558

$         22,280

$      (168,577)

$       150,360

Non-GAAP Adjustments (3)

$           6,388

$           2,081

$           4,734

$             908

$       141,012

$       155,123

Non-GAAP operating income

$       215,486

$         58,081

$         36,292

$         23,188

$        (27,566)

$       305,483

Non-GAAP operating income margin

16.3%

7.5%

7.4%

7.8%


10.6%

Twelve months ended 06/30/15







Operating income (revised) (2)

$       188,054

$         44,985

$         28,685

$         15,210

$        (43,072)

$       233,862

Non-GAAP Adjustments (3)

$         37,442

$         15,258

$             259

$           2,187

$         15,642

$         70,788

Non-GAAP operating income (revised)

$       225,496

$         60,243

$         28,944

$         17,397

$        (27,430)

$       304,649

Non-GAAP operating income margin (revised)

16.8%

8.3%

8.6%

7.7%


11.6%

(1) There were no Non-GAAP adjustments to net sales for the twelve months ended 06/30/16



(2) See bridge from previously reported to revised amounts on the accompanying tables "Net Sales by Segment" and "Operating Income by Segment"

(3) See accompanying table of "Reconciliation of GAAP Results to Non-GAAP Measures"




 

Accounting Review
As previously announced on August 15, 2016, during the fourth quarter of fiscal year 2016, Hain Celestial identified the practice of granting additional concessions to certain distributors in the United States and commenced an internal accounting review in order to (i) determine whether the revenue associated with those concessions was accounted for in the correct period and (ii) evaluate the Company's internal control over financial reporting. The Audit Committee of its Board of Directors separately conducted an independent review of these matters and retained independent counsel to assist in their review. The comprehensive review concluded there was no evidence of intentional wrongdoing in connection with the preparation of the Company's financial statements. Although the initial focus of the Company's internal accounting review pertained to the evaluation of the timing of the recognition of the revenue associated with the practice of granting additional concessions to certain distributors, the Company subsequently expanded its internal accounting review and performed an analysis of previously-issued financial statements in order to identify and assess other potential errors. Based upon this review, the Company identified certain immaterial errors relating to its previously-issued financial statements which resulted in revisions to its previously-issued financial statements, as disclosed in its Form 10-K. 

The revisions made were immaterial to the Company's consolidated financial statements for the aforementioned periods and had no effect on the validity of the underlying transactions. In addition, the revisions made had no impact on cash flows or cash balances.  Furthermore, the Company's independent auditor has maintained its previously issued opinion with respect to the financial results for the aforementioned periods.

In addition, the Company has enhanced its internal control over financial reporting, as further detailed in the Company's Form 10-K.

Revised Results
The Company identified immaterial accounting revisions for the fiscal years 2014 and 2015 and the first nine months of fiscal 2016. Please refer to accompanying tables "Consolidated Statements of Income – Fiscal 2016" and "Consolidated Statements of Income – Fiscal 2015," as well as the Company's Form 10-K, for a summary of the revisions.

Webcast and Accompanying Presentation
Hain Celestial will host a conference call and webcast today at 8:00 AM Eastern Time to discuss its results and business outlook. The webcast and accompanying presentation are available under the Investor Relations section of the Company's website at www.hain.com.

About The Hain Celestial Group, Inc.
The Hain Celestial Group (Nasdaq: HAIN), headquartered in Lake Success, NY, is a leading organic and natural products company with operations in North America, Europe 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®, Hain Pure Foods®, Spectrum®, Spectrum Essentials®, 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.®, Yorkshire Provender™, 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.

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", "will", "remain", "potential", "can", "should", "could", "future" and similar expressions, or the negative of those expressions, or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical facts. You can also identify forward-looking statements by discussions of guidance for the remainder of the fourth quarter of fiscal year 2017 and the fiscal year 2018 outlook, strategy, plans or intentions related to our capital resources, performance and results of operations. 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, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all).  Such factors, include, among others, the Company's beliefs or expectations relating to (i) the Company's guidance for the Fourth Quarter of 2017 and Fiscal Year 2018 Outlook; (ii) the Company's strategic plan and execution against such plan and (iii) the Company's ability to deliver significant shareholder value creation; 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, 2016, and our quarterly reports.  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.  All forward-looking statements contained herein apply as of the date hereof or as of the date they were made and, except as required by applicable law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflects changes in underlying assumptions or factors of new methods, future events or other changes.

Non-GAAP Financial Measures
This press release and the accompanying tables include non-GAAP financial measures, including net sales excluding the impact of foreign currency (defined below), adjusted operating income, adjusted net income, adjusted earnings per diluted share, adjusted EBITDA (defined below) and operating free cash flow (defined below). 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 nine months ended March 31, 2017 and 2016 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 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 nine months ended March 31, 2017 and 2016, operating free cash flow was calculated as follows:


Nine Months Ended


03/31/2017


03/31/2016


(dollars in thousands)

Cash flow provided by operating activities

$       147,952


$            131,854

Purchase of property, plant and equipment

(44,064)


(58,022)

Operating free cash flow

$       103,888


$             73,832

 

The Company's operating cash flow was $148.0 million for the nine months ended March 31, 2017, an increase of 12.2% from the nine months ended March 31, 2016.  The Company's operating free cash flow was $103.8 million for the nine months ended March 31, 2017, an increase of 40.7% from the nine months ended March 31, 2016. 

The Company believes presenting net sales at constant currency provides useful information to investors because it provides transparency to underlying performance in the Company's  consolidated net sales by excluding the effect that foreign currency exchange rate fluctuations have on year-to-year comparability given the volatility in foreign currency exchange markets. To present this information for historical periods, current period net sales for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average monthly exchange rates in effect during the corresponding period of the prior fiscal year, rather than at the actual average monthly exchange rate in effect during the current period of the current fiscal year. As a result, the foreign currency impact is equal to the current year results in local currencies multiplied by the change in average foreign currency exchange rate between the current fiscal period and the corresponding period of the prior fiscal year.

The Company 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 nine months ended March 31, 2017 and 2016 and the twelve months ended June 30, 2016 and 2015, adjusted EBITDA was calculated as follows:  


9 Months Ended


12 Months Ended


3/31/2017


3/31/2016


6/30/2016


6/30/2015


(dollars in thousands)

Net Income

$                             67,117


$           136,026


$             47,429


$           164,962

Provision for income taxes

19,322


59,846


70,932


48,535

Interest expense, net

13,523


17,365


22,231


23,174

Depreciation and amortization

51,299


48,099


65,622


57,380

Equity in net loss (income) of equity method investees

(45)


108


47


(628)

Stock based compensation expense

7,519


10,005


12,688


12,197

Fixed asset impairment

-


-


3,476


1,004

Goodwill impairment

-


-


84,548


-

Intangibles impairment

-


-


39,724


-

Unrealized currency gains and losses

(1,486)


7,090


14,831


5,324

EBITDA

157,249


278,539


361,528


311,948









Acquisition, restructuring, integration, severance, and other charges

3,599


10,239


12,393


11,884

Contingent consideration expense, net

-


1,511


1,511


(253)

Nut butter recall

-


-


-


30,110

European non-dairy beverage withdrawal

-


-


-


2,187

HPPC production interruption related to chiller breakdown and factory start-up costs

-


4,111


4,705


-

Inventory costs for products discontinued or with redesigned packaging

5,360


-


3,050


-

Costs incurred due to co-packer default

-


-


770


-

UK deferred synergies due to CMA Board decision

918


-


949


-

Ashland factory and related expenses

-


-


-


4,146

UK factory start-up costs

-


743


743


11,407

US warehouse consolidation project

-


426


623


-

Fakenham inventory allowance for fire

-


-


-


900

Foxboro roof collapse

-


-


-


532

Recall and other related costs

809


-


-


-

Accounting review costs

20,089


-


-


-

Litigation expenses

-


-


1,200


7,203

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

-


1,000


1,000


-

Tilda fire insurance recovery costs and other start-up/ integration costs

-


230


342


1,666

Luton closure costs

1,804


-


-


-

Gain on Tilda fire related fixed asset

-


(9,013)


(9,752)


-

Gain on pre-existing investment in HPPC and Empire Kosher

-


-


-


(9,669)

Gain on disposal of investment held for sale

-


-


-


(314)

Adjusted EBITDA

$                         189,828


$          287,786


$          379,062


$           371,747

 

THE HAIN CELESTIAL GROUP, INC.

Consolidated Balance Sheets

(In thousands)










March 31,
2017


June 30,
2016




 (Unaudited) 









ASSETS





Current assets:





Cash and cash equivalents

$            162,642


$            127,926


Accounts receivable, net

241,738


278,933


Inventories

435,651


408,564


Prepaid expenses and other current assets

65,017


84,811



Total current assets

905,048


900,234







Property, plant and equipment, net

377,190


389,841

Goodwill, net

1,032,583


1,060,336

Trademarks and other intangible assets, net

567,425


604,787

Investments and joint ventures

18,976


20,244

Other assets

32,361


32,638



Total assets 

$         2,933,583


$         3,008,080







LIABILITIES AND STOCKHOLDERS' EQUITY




Current liabilities:





Accounts payable

$            237,188


$            251,712


Accrued expenses and other current liabilities

101,027


78,803


Current portion of long-term debt

8,457


26,513



Total current liabilities

346,672


357,028







Long-term debt, less current portion

780,868


836,171

Deferred income taxes 

123,954


131,507

Other noncurrent liabilities

16,566


18,860



Total liabilities

1,268,060


1,343,566







Stockholders' equity:





Common stock

1,080


1,075


Additional paid-in capital

1,135,788


1,123,206


Retained earnings

868,509


801,392


Accumulated other comprehensive loss

(240,871)


(172,111)


  Subtotal

1,764,506


1,753,562


Treasury stock

(98,983)


(89,048)



Total stockholders' equity

1,665,523


1,664,514









Total liabilities and stockholders' equity

$         2,933,583


$         3,008,080

 

 

THE HAIN CELESTIAL GROUP, INC.

 Consolidated Statements of Income 

 (in thousands, except per share amounts) 















Three Months Ended March 31,


Nine Months Ended March 31,



2017


2016 Revised (a)


2017


2016 Revised (a)



(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)










Net sales


$                  706,563


$                  736,663


$               2,128,026


$               2,147,827

Cost of sales


563,170


576,755


1,736,373


1,683,777

Gross profit


143,393


159,908


391,653


464,050










Selling, general and administrative expenses


82,576


78,890


252,730


223,421

Amortization of acquired intangibles


4,543


4,553


13,964


13,896

Acquisition related expenses, restructuring and
  integration charges, and other


2,083


5,317


2,652


11,235

Accounting review costs


7,124


-


20,089


-










Operating income


47,067


71,148


102,218


215,498










Interest and other expenses, net


7,511


(1,715)


15,824


19,518

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


39,556


72,863


86,394


195,980

Provision for income taxes


8,051


23,914


19,322


59,846

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


177


161


(45)


108










Net income


$                    31,328


$                    48,788


$                    67,117


$                  136,026










Net income per common share:









     Basic


$                        0.30


$                        0.47


$                        0.65


$                        1.32

     Diluted


$                        0.30


$                        0.47


$                        0.64


$                        1.31










Weighted average common shares outstanding:









     Basic


103,687


103,265


103,584


103,030

     Diluted


104,246


104,087


104,232


104,168










(a) See bridge from previously reported to revised amounts in the accompanying table "Consolidated Statements of Income - Fiscal 2016."

 

 

THE HAIN CELESTIAL GROUP, INC.

 Consolidated Statements of Income 

 (in thousands, except per share amounts) 





















Three Months Ended December 31,


Three Months Ended September 30,



2016


2015 Revised (a)


2016


2015 Revised (a)



(Unaudited)


(Unaudited)


(Unaudited)


(Unaudited)










Net sales


$                  739,999


$                  743,437


$                  681,464


$                  667,727

Cost of sales


601,606


577,176


571,597


529,846

Gross profit


138,393


166,261


109,867


137,881










Selling, general and administrative expenses


85,187


68,981


84,967


75,550

Amortization of acquired intangibles


4,693


4,704


4,728


4,639

Acquisition related expenses, restructuring and
  integration charges, and other


108


2,498


461


3,420

Accounting review costs


7,005


-


5,960


-










Operating income


41,400


90,078


13,751


54,272










Interest and other expenses, net


3,744


9,365


4,569


11,868

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


37,656


80,713


9,182


42,404

Provision for income taxes


10,509


22,602


762


13,330

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


(38)


31


(184)


(84)










Net income


$                    27,185


$                    58,080


$                      8,604


$                    29,158










Net income per common share:









     Basic


$                        0.26


$                        0.56


$                        0.08


$                        0.28

     Diluted


$                        0.26


$                        0.56


$                        0.08


$                        0.28










Weighted average common shares outstanding:









     Basic


103,597


103,017


103,468


102,807

     Diluted


104,204


104,161


104,206


104,258










(a) See bridge from previously reported to revised amounts in the accompanying table "Consolidated Statements of Income - Fiscal 2016."

 

 

THE HAIN CELESTIAL GROUP, INC.

 Consolidated Statements of Income 

 (in thousands, except per share amounts) 















Three Months Ended June 30,


Twelve Months Ended June 30,



2016


2015 Revised (a)


2016


2015 Revised (a)



(Unaudited)


(Unaudited)














Net sales


$                  737,547


$                  680,565


$               2,885,374


$               2,609,613

Cost of sales


587,466


524,840


2,271,243


2,046,758

Gross profit


150,081


155,725


614,131


562,855










Selling, general and administrative expenses


80,342


71,337


303,763


302,827

Amortization of acquired intangibles


4,973


4,462


18,869


17,846

Goodwill impairment


84,548


-


84,548


-

Tradename impairment


39,724


-


39,724


-

Acquisition related expenses, restructuring and
  integration charges, and other


5,632


2,587


16,867


8,320










Operating income


(65,138)


77,339


150,360


233,862










Interest and other expenses, net


12,434


1,074


31,952


20,993

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


(77,572)


76,265


118,408


212,869

Provision for income taxes


11,086


4,287


70,932


48,535

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


(61)


(174)


47


(628)










Net income


$                  (88,597)


$                    72,152


$                    47,429


$                  164,962










Net income per common share:









     Basic


$                      (0.86)


$                        0.70


$                        0.46


$                        1.62

     Diluted


$                      (0.86)


$                        0.69


$                        0.46


$                        1.60










Weighted average common shares outstanding:









     Basic


103,453


102,610


103,135


101,703

     Diluted


103,453


104,005


104,183


103,421










(a) See bridge from previously reported to revised amounts in the accompanying table "Consolidated Statements of Income - Fiscal 2015."

 

THE HAIN CELESTIAL GROUP, INC.


 Reconciliation of GAAP Results to Non-GAAP Measures 


 (unaudited and in thousands, except per share amounts) 








































Three Months Ended March 31, 2017


Three Months Ended December 31, 2016


Three Months Ended September 30, 2016


Three Months Ended June 30, 2016




GAAP

Non-GAAP Adjustments

Non-GAAP


GAAP

Non-GAAP Adjustments

Non-GAAP


GAAP

Non-GAAP Adjustments

Non-GAAP


GAAP

Non-GAAP Adjustments

Non-GAAP




















Net sales


$           706,563

-

$           706,563


$           739,999

-

$           739,999


$           681,464

-

$           681,464


$           737,547

-

$           737,547


Cost of sales


563,170

-

563,170


601,606

(693)

600,913


571,597

(5,570)

566,027


587,466

(5,061)

582,405


Operating expenses (a)


87,119

-

87,119


89,880

(2,115)

87,765


89,695

(1,459)

88,236


209,587

(126,083)

83,504


Acquisition related expenses, restructuring and
  integration charges, and other


2,083

(2,083)

-


108

(108)

-


461

(461)

-


5,632

(5,632)

-


Accounting review costs


7,124

(7,124)

-


7,005

(7,005)

-


5,960

(5,960)

-


-

-

-


Operating Income


47,067

9,207

56,274


41,400

9,921

51,321


13,751

13,450

27,201


(65,138)

136,776

71,638


Interest and other expenses, net


7,511

(1,791)

5,720


3,744

1,984

5,728


4,569

1,293

5,862


12,434

(7,000)

5,434


Provision for income taxes


8,051

7,480

15,531


10,509

2,215

12,724


762

5,856

6,618


11,086

9,840

20,926


Net income


31,328

3,518

34,846


27,185

5,722

32,907


8,604

6,301

14,906


(88,597)

133,936

45,335


Earnings per share - diluted


0.30

0.03

0.33


0.26

0.05

0.32


0.08

0.06

0.14


(0.86)

1.29

0.43
























































(a) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and goodwill and tradename impairment.








































Three Months Ended March 31, 2017


Three Months Ended December 31, 2016


Three Months Ended September 30, 2016


Three Months Ended June 30, 2016




















HPP costs related to chiller breakdown and factory start
up costs


$                    -


$                    -


$                    -


$                    -


$                    -


$                    -


$                  594


$                  183


Inventory costs for products discontinued or having
redesigned packaging


-


-


160


45


5,199


1,612


3,050


942


Recall and other related costs


-


-


(110)


(31)


183


57


-


-


UK deferred synergies due to CMA Board decision


-


-


179


50


188


58


450


139


Luton closure costs


-


-


464


129


-


-


-


-


Costs incurred due to co-packer default


-


-


-


-


-


-


770


238


Acquisition related integration costs


-


-


-


-


-


-


197


61


Cost of sales


-


-


693


193


5,570


1,727


5,061


1,563




















Luton closure costs


-


-


1,340


375


-


-


-


-


UK deferred synergies due to CMA Board decision


-


-


268


75


283


88


499


154


Recall and other related costs


-


-


507


140


229


71


-


-


Tilda fire insurance recovery costs and other
startup/integration costs


-


-


-


-


947


293


112


35


Litigation expenses


-


-


-


-


-


-


1,200


371


Selling, general and administrative expenses


-


-


2,115


590


1,459


452


1,811


560




















Goodwill impairment


-


-


-


-


-


-


84,548


-


Tradename impairment


-


-


-


-


-


-


39,724


8,856


Operating expenses (a) 


-


-


2,115


590


1,459


452


126,083


9,416




















Acquisition related fees and expenses, integration and restructuring charges, including severance, and other


2,083


613


108


30


461


137


2,156


666


Fixed asset impairment


-


-


-


-


-




3,476


621


Acquisition related expenses, restructuring and
  integration charges, and other


2,083


613


108


30


461


137


5,632


1,287




















Accounting review costs


7,124


2,095


7,005


1,955


5,960


1,854


-


-


Accounting review costs


7,124


2,095


7,005


1,955


5,960


1,854


-


-






































Unrealized currency impacts


1,791


527


(1,984)


(553)


(1,293)


(401)


7,739


(1,428)


Gain on insurance recovery on Tilda related fixed asset purchases


-


-


-


-


-


-


(739)


(228)


Interest and other expenses, net


1,791


527


(1,984)


(553)


(1,293)


(401)


7,000


(1,656)






































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


-


4,245


-


-


-


2,087


-


(770)


Income tax provision


-


4,245


-


-


-


2,087


-


(770)




















Total adjustments


$             10,998


$               7,480


$               7,937


$               2,215


$             12,157


$               5,856


$           143,776


$               9,840




















(a) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and goodwill and tradename impairment.

 

THE HAIN CELESTIAL GROUP, INC.

 Reconciliation of GAAP Results to Non-GAAP Measures 

 (unaudited and in thousands, except per share amounts) 




















Revised (a)


Revised (a)


Revised (a)


Revised (a)



Three Months Ended March 31, 2016


Three Months Ended December 31, 2015


Three Months Ended September 30, 2015


Three Months Ended June 30, 2015



GAAP

Non-GAAP Adjustments

Non-GAAP


GAAP

Non-GAAP Adjustments

Non-GAAP


GAAP

Non-GAAP Adjustments

Non-GAAP


GAAP

Non-GAAP Adjustments

Non-GAAP


















Net sales


$           736,663

-

$           736,663


$           743,437

-

$           743,437


$           667,727

-

$           667,727


$           680,565

$                    -

$           680,565

Cost of sales


576,755

(3,054)

573,701


577,176

(841)

576,335


529,846

(1,683)

528,163


524,840

(6,343)

518,497

Operating expenses (b)


83,443

(700)

82,743


73,685

(400)

73,285


80,189

(434)

79,755


75,799

(6,677)

69,121

Acquisition related expenses, restructuring and
  integration charges, and other


5,317

(5,317)

-


2,498

(2,498)

-


3,420

(3,420)

-


2,587

(2,587)

-

Accounting review costs


-

-

-


-

-

-


-

-

-


-

-

-

Operating Income


71,148

9,071

80,219


90,078

3,739

93,817


54,272

5,537

59,809


77,339

15,607

92,947

Interest and other expenses, net


(1,715)

9,149

7,434


9,365

(2,979)

6,386


11,868

(4,463)

7,405


1,074

5,560

6,635

Provision for income taxes


23,914

(1,937)

21,977


22,602

4,697

27,299


13,330

2,358

15,688


4,287

25,177

29,464

Net income


48,788

1,859

50,647


58,080

2,021

60,102


29,158

7,642

36,799


72,152

(15,130)

57,022

Earnings per share - diluted


0.47

0.02

0.49


0.56

0.02

0.58


0.28

0.07

0.35


0.69

(0.14)

0.55



































(a) See bridge from previously reported to revised amounts in the accompanying tables "Consolidated Statements of Income - Fiscal 2016" and "Consolidated Statements of Income - Fiscal 2015."

(b) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and goodwill and tradename impairment.





































Three Months Ended March 31, 2016


Three Months Ended December 31, 2015


Three Months Ended September 30, 2015


Three Months Ended June 30, 2015


















HPP costs related to chiller breakdown and factory start up costs


$               3,054


$                  943


$                  841


$                  320


$                    -


$                    -


$                    -


$                    -

UK factory start-up costs


-


-


-


-


743


149


2,900


602

US warehouse consolidation


-


-


-


-


426


162


-


-

Nut butter recall


-


-


-


-


-


-


2,004


761

Acquisition related integration costs


-


-


-


-


514


155


1,439


548

Cost of sales


3,054


943


841


320


1,683


466


6,343


1,911


















Tilda fire insurance recovery costs and other startup/integration costs


-


-


-


-


230


46


365


81

Litigation expenses


-


-


-


-


-


-


6,312


2,399

Celestial marketing campaign for new packaging and Keurig transition


700


216


400


152


204


78


-


-

Operating expenses (b) 


700


216


400


152


434


124


6,677


2,480


















Acquisition related fees and expenses, integration and
restructuring charges, including severance, and other


3,806


1,175


2,498


549


3,420


1,292


2,587


768

Contingent consideration expense


1,511


466


-


-


-


-


-


-

     Acquisition related expenses, restructuring and
  integration charges, and other


5,317


1,641


2,498


549


3,420


1,292


2,587


768


















Unrealized currency impacts


(136)


(1,955)


2,764


310


4,463


476


(5,560)


(652)

Gain on insurance recovery on Tilda related fixed asset purchases


(9,013)


(2,782)


-


-


-


-


-


-

HPP chiller disposal


-


-


215


82


-


-





Interest and other expenses, net


(9,149)


(4,737)


2,979


392


4,463


476


(5,560)


(652)




















































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


-


-


-


3,285


-


-


-


-

Gain on tax restructuring


-


-


-


-


-


-


-


20,670

Income tax provision


-


-


-


3,285


-


-


-


20,670


















Total adjustments


$                  (78)


$             (1,937)


$               6,718


$               4,698


$             10,000


$               2,358


$             10,047


$             25,177


















(b) Operating expenses include amortization of acquired intangibles, selling, general, and administrative expenses and goodwill and tradename impairment.







 

 

THE HAIN CELESTIAL GROUP, INC.

Reconciliation of Net Income to Adjusted EBITDA

(unaudited and in thousands)


3 Months Ended



3/31/2017


12/31/2016


9/30/2016


6/30/2016


3/31/2016


12/31/2015


9/30/2015











Revised (a)


Revised (a)


Revised (a)


Net Income

$        31,328


$        27,185


$          8,604


$      (88,597)


$        48,788


$        58,080


$        29,158


Provision for income taxes

8,051


10,509


762


11,086


23,914


22,602


13,330


Interest expense, net

4,743


4,426


4,354


4,866


6,233


5,416


5,716


Depreciation and amortization

17,131


16,948


17,220


17,524


16,309


16,047


15,743


Equity in net loss (income) of equity method investees

177


(38)


(184)


(61)


161


31


(84)


Stock based compensation expense

2,284


2,531


2,704


2,683


2,776


4,023


3,206


Fixed asset impairment

-


-


-


3,476


-


-


-


Goodwill impairment

-


-


-


84,548


-


-


-


Intangibles impairment

-


-


-


39,724


-


-


-


Unrealized currency gains and losses

1,791


(1,984)


(1,293)


7,739


(136)


2,764


4,463


EBITDA

65,505


59,577


32,167


82,988


98,045


108,963


71,532

















Acquisition, restructuring, integration, severance, and other charges

2,083


108


1,408


2,156


3,806


2,498


3,935


Contingent consideration expense, net

-


-


-


-


1,511






HPPC production interruption related to chiller breakdown and factory start-up costs

-


-


-


594


3,054


1,057


-


Inventory costs for products discontinued or with redesigned packaging

-


160


5,199


3,050


-


-


-


Costs incurred due to co-packer default







770








Litigation Expenses

-


-


-


1,200


-


-


-


UK deferred synergies due to CMA Board decision

-


447


471


949


-


-


-


UK factory start-up costs

-


-


-


-


-


-


743


US warehouse consolidation project

-


-


-


197


-


-


426


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

-


-


-


-


700


300


-


Accounting review costs

7,124


7,005


5,960


-


-


-


-


Recall and other related costs

-


397


412


-


-


-