HAIN 8K - 11.06.14 (Q1 Press Release)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
————————————

FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 6, 2014
————————————
 
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 

————————————
 
Delaware
0-22818
22-3240619
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
1111 Marcus Avenue, Lake Success, NY 11042
(Address of principal executive offices)
 
Registrant’s telephone number, including area code: (516) 587-5000
 
————————————
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 







Item 2.02    Results of Operations and Financial Condition

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

On November 6, 2014, The Hain Celestial Group, Inc. (the “Company”) issued a press release announcing financial results for its first quarter ended September 30, 2014. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.


Item 7.01     Regulation FD Disclosure

On November 6, 2014, the Company issued a press release announcing that its Board of Directors approved a two-for-one stock split in the form of a stock dividend, subject to approval by stockholders of an increase in the Company’s authorized common stock. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.



Item 9.01    Financial Statements and Exhibits

(d)    Exhibits. The following exhibits are filed herewith:

Exhibit No.
 
Description
99.1
  
Press Release of The Hain Celestial Group, Inc. dated November 6, 2014








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

 
Date: November 6, 2014
 
                        
 
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
 
 
 
By: 
/s/ Stephen J. Smith
 
Title:
Executive Vice President and
Chief Financial Officer









EXHIBIT INDEX


Exhibit No.
 
Description
 
 
 
99.1*
  
Press Release of The Hain Celestial Group, Inc. dated November 6, 2014

* Filed herewith



Exhibit 99.1 Press Release - HAIN 8K - 11.06.14

Exhibit 99.1


Stephen Smith/Mary Anthes
The Hain Celestial Group, Inc.
516-587-5060


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

BOARD OF DIRECTORS APPROVES 2 FOR 1 STOCK SPLIT

REITERATES ANNUAL GUIDANCE

Lake Success, NY, November 6, 2014-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 first quarter ended September 30, 2014.

First Quarter Performance Highlights
Record first quarter net sales of $631.3 million; adjusted net sales of $642.6 million, a 35% increase over the prior year period net sales
Earnings per diluted share of $0.37, which includes an after-tax charge of $14.2 million for the nut butter recall; record first quarter adjusted earnings per diluted share of $0.68, a 31% increase over the prior year period adjusted earnings per diluted share
Operating income $28.8 million; adjusted operating income $58.8 million, a 37% increase over the prior year period adjusted operating income

“We are pleased with another strong start to our fiscal year across all of our segments on a worldwide basis with the highest quarterly net sales in the Company’s history,” said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. “Our diverse portfolio of brands and products across multiple categories and our customer base across various channels of distribution enabled us to deliver double digit sales growth even with the impact of the nut butter recall initiated in August.” Irwin Simon continued, “Consumers tastes are shifting and views on health and wellness are evolving. Our business continues to benefit from strong growth trends in the organic and natural, better-for-you segment of consumer packaged goods.”

First Quarter Fiscal Year 2015
The Company reported record net sales of $631.3 million and adjusted net sales of $642.6 million, a 35% increase, as adjusted for the nut butter voluntary recall. Hain Celestial US reported record first quarter net sales of $336.9 million and record first quarter adjusted net sales of $347.4 million, an increase of 11% over the prior year first quarter, which includes a $10.4 million sales adjustment for the nut butter recall. In the United Kingdom, net sales were $172.3 million, a 51% increase, and the Rest of the World segment reported net sales of $51.4 million and adjusted net sales of $52.3 million. Hain Pure Protein Corporation (HPPC), acquired in July 2014, reported net sales of $70.7 million. The Company had strong brand contribution led by double digit growth from Earth’s Best®, Sensible Portions®, Spectrum®, Ella’s Kitchen®, Garden of Eatin’®, New Covent Garden Soup Co.®, Linda McCartney®, Sun-Pat®, Johnson’s Juice Co.®, Danival®, Europe’s Best®, Imagine®, Westbrae®, Gale’s®, Frank Cooper’s®, Sunripe®, Walnut Acres®, Avalon Organics® and Queen Helene®. The growth in net sales also resulted from sales of Tilda®, Rudi’s Organic Bakery®, Plainville Farms® and FreeBird®, brands acquired after the first quarter of fiscal year 2014.


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



The Company earned net income of $18.9 million and adjusted net income of $34.7 million for the first quarter. Earnings per diluted share was $0.37 and on an adjusted basis was $0.68, a 31% increase from the prior year first quarter. Refer to Non-GAAP Financial Measures for adjustments.

Stock Dividend
The Company’s Board of Directors has approved a 2 for 1 stock split in the form of a 100% dividend, subject to approval by stockholders of an increase in the Company’s authorized common stock from 100 million shares to 150 million shares. Stockholders will have the opportunity to approve the proposed increase in authorized shares at the Company’s Annual Meeting of Stockholders to be held on November 20, 2014. Upon stockholder approval of the proposed increase in the authorized number of shares, the stock dividend is expected to be implemented as soon as practicable following the annual meeting.

“We are extremely pleased to be able to enhance shareholder value through our stock split. We believe we are well-positioned for another record year and future long-term growth as we expand distribution of our organic and natural products with existing and new customers across multiple channels worldwide including mass market, food service, convenience, grocery store chains and e-commerce. Our executive team remains committed to increasing long-term shareholder returns,” concluded Irwin Simon.

Fiscal Year 2015 Guidance
The Company reiterated its annual guidance for fiscal year 2015:

Total net sales range of $2.725 billion to $2.80 billion; an increase of approximately 27% to 30% as compared to fiscal year 2014.
Earnings range of $3.72 to $3.90 per diluted share; an increase of 17% to 23% as compared to fiscal year 2014.

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. Sales in the Company’s second quarter are historically the highest, and the Company’s earnings is expected to be the lowest in the first quarter and relatively consistent in the second, third and fourth quarters.

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).


2


The following is a summary of first quarter 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 9/30/14
 
$
336,915

 
$
172,279

 
$
70,670

 
$
51,393

 
$

 
$
631,257

Non-GAAP Adjustments [1]
 
$
10,442

 
$

 
$

 
$
928

 
$

 
$
11,370

Adjusted net sales - Three months ended 9/30/14
 
$
347,357

 
$
172,279

 
$
70,670

 
$
52,321

 
$

 
$
642,627

 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales - Three months ended 9/30/13 [2]
 
$
311,995

 
$
113,995

 
$

 
$
51,494

 
$

 
$
477,484

 
 
 
 
 
 
 
 
 
 
 
 
 
% change - FY'14 adjusted net sales vs. FY'13 net sales
 
11.3
%
 
51.1
%
 


 
1.6
%
 
 
 
34.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 9/30/14
 
 
 
 
 
 
 
 
 
 
 
 
Operating income
 
$
29,589

 
$
5,595

 
$
3,820

 
$
635

 
$
(10,812
)
 
$
28,827

Non-GAAP Adjustments [1]
 
$
22,803

 
$
2,975

 
$
140

 
$
2,187

 
$
1,870

 
$
29,975

Adjusted operating income
 
$
52,392

 
$
8,570

 
$
3,960

 
$
2,822

 
$
(8,942
)
 
$
58,802

Adjusted operating income margin
 
15.1
%
 
5.0
%
 
5.6
%
 
5.4
%
 
 
 
9.2
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 9/30/13
 


 


 


 


 


 


Operating income
 
$
46,366

 
$
1,911

 
$

 
$
2,448

 
$
(10,953
)
 
$
39,772

Non-GAAP Adjustments [1]
 
$

 
$

 
$

 
$
466

 
$
2,779

 
$
3,245

Adjusted operating income
 
$
46,366

 
$
1,911

 
$

 
$
2,914

 
$
(8,174
)
 
$
43,017

Adjusted operating income margin
 
14.9
%
 
1.7
%
 


 
5.7
%
 


 
9.0
%

(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 9/30/13


Webcast
Hain Celestial will host a conference call and webcast at 8:30 AM Eastern Time today to review its first 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

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 Cooper’s®, Linda McCartney®, Lima®, Danival®, Natumi®, GG UniqueFiber®, Tilda®, Akash Basmati®, Abu Shmagh®, 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.


3


Safe Harbor Statement
This press release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995. Words such as “plan,” “continue,” “expect,” “expected,” “anticipate,” “estimate,” “believe,” “may,” “potential,” “can,” “positioned,” “should,” “future,” “look forward” and similar expressions, or the negative of those expressions, may identify forward-looking statements. These forward-looking statements include the Company’s expectations relating to (i) the Company’s guidance for net sales and earnings per diluted share for fiscal year 2015; (ii) growth trends and distribution opportunities and (iii) the stock split. Forward-looking statements involve known and unknown risks and uncertainties, which could cause the Company’s actual results to differ materially from those described in the forward-looking statements. These factors include, but are not limited to 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; the receipt of the required approval from the Company’s stockholders of the proposed authorized common stock increase; 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, 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 ended September 30, 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.

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.


4


For the three-months ended September 30, 2014 and 2013, adjusted EBITDA was calculated as follows:
 
 
3 Months Ended
 
9/30/2014
9/30/2013
 
(dollars in thousands)
Net Income
$
18,855

$
27,655

Income taxes
6,066

8,751

Interest expense, net
6,092

5,285

Depreciation and amortization
14,580

10,453

Equity in earnings of affiliates
(20
)
(572
)
Stock based compensation
2,939

3,237

Subtotal
$
48,512

$
54,809

Adjustments (a)
24,641

3,245

Adjusted EBITDA
$
73,153

$
58,054


(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 three months ended September 30, 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.

 
3 Months Ended
 
9/30/2014
 
9/30/2013
 
(dollars in thousands)
Cash flow provided by operating activities
$
2,614

 
$
53,608

Purchases of property, plant and equipment
(13,260
)
 
(12,347
)
Operating free cash flow
$
(10,646
)
 
$
41,261



Operating free cash flow for the three months ended September 30, 2014 was negative $10.6 million, compared to $41.3 million in the prior year period. Our current quarter operating free cash flow was negatively impacted primarily by our working capital requirements on a higher sales base, in the United Kingdom where our Tilda brand is building seasonal inventory but the purchases are funded through credit facility borrowings and the nut butter voluntary recall.



5


THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
 
 
 
 
 
September 30,
 
June 30,
 
2014
 
2014
 
(Unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
92,658

 
$
123,751

Trade receivables, net
319,496

 
287,915

Inventories
386,253

 
320,251

Deferred income taxes
24,662

 
23,780

Other current assets
46,341

 
47,906

Total current assets
869,410

 
803,603

 
 
 
 
Property, plant and equipment, net
340,068

 
310,661

Goodwill, net
1,116,972

 
1,134,368

Trademarks and other intangible assets, net
644,024

 
651,482

Investments and joint ventures
6,396

 
36,511

Other assets
27,959

 
28,692

Total assets
$
3,004,829

 
$
2,965,317

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
258,890

 
$
239,162

Accrued expenses and other current liabilities
97,566

 
84,906

Current portion of long-term debt
99,814

 
100,096

Total current liabilities
456,270

 
424,164

 
 
 
 
Long-term debt, less current portion
787,628

 
767,827

Deferred income taxes
149,309

 
148,439

Other noncurrent liabilities
4,747

 
5,020

Total liabilities
1,397,954

 
1,345,450

 
 
 
 
Stockholders' equity:
 
 
 
Common stock
520

 
516

Additional paid-in capital
1,002,814

 
969,697

Retained earnings
648,473

 
629,618

Accumulated other comprehensive income
904

 
60,128

Subtotal
1,652,711

 
1,659,959

Treasury stock
(45,836
)
 
(40,092
)
Total stockholders' equity
1,606,875

 
1,619,867

 
 
 
 
Total liabilities and stockholders' equity
$
3,004,829

 
$
2,965,317


6


THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Income
 (in thousands, except per share amounts)
 
 
 
 
 
 
 
Three Months Ended September 30,
 
 
2014
 
2013
 
 
(Unaudited)
 
 
 
 
 
Net sales
 
$
631,257

 
$
477,484

Cost of sales
 
505,413

 
358,361

Gross profit
 
125,844

 
119,123

 
 
 
 
 
Selling, general and administrative expenses
 
90,924

 
73,587

Amortization of acquired intangibles
 
4,509

 
3,468

Acquisition related expenses including integration and restructuring charges, net
 
1,584

 
2,296

 
 
 
 
 
Operating income
 
28,827

 
39,772

 
 
 
 
 
Interest expense and other expenses
 
3,926

 
3,938

Income before income taxes and equity in earnings of equity-method investees
 
24,901

 
35,834

Income tax provision
 
6,066

 
8,751

Income of equity-method investees, net of tax
 
(20
)
 
(572
)
 
 
 
 
 
Income from continuing operations
 
18,855

 
27,655

Loss from discontinued operations, net of tax
 

 

Net income
 
$
18,855

 
$
27,655

 
 
 
 
 
Basic net income per share:
 
 
 
 
     From continuing operations
 
$
0.37

 
$
0.58

     From discontinued operations
 

 

Net income per share - basic
 
$
0.37

 
$
0.58

 
 
 
 
 
Diluted net income per share:
 
 
 
 
     From continuing operations
 
$
0.37

 
$
0.57

     From discontinued operations
 

 

Net income per share - diluted
 
$
0.37

 
$
0.57

 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
Basic
 
50,341

 
47,706

Diluted
 
51,328

 
48,934


7


THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (in thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
 
2014 GAAP
Adjustments
 
2014 Adjusted
2013 Adjusted
 
 
(Unaudited)
 
 
 
 
 
 
 
Net Sales
 
$
631,257

$
11,370

 
$
642,627

$
477,484

Cost of sales
 
505,413

(14,043
)
 
491,370

357,636

Gross profit
 
125,844

25,413

 
151,257

119,848

Selling, general and administrative expenses
 
90,924

(2,978
)
 
87,946

73,363

Amortization of acquired intangibles
 
4,509


 
4,509

3,468

Acquisition related expenses including integration and restructuring charges, net
 
1,584

(1,584
)
 


Operating income
 
28,827

29,975

 
58,802

43,017

Interest and other expenses, net
 
3,926

2,376

 
6,302

6,019

Income before income taxes and equity in earnings of equity-method investees
 
24,901

27,599

 
52,500

36,998

Income tax provision
 
6,066

11,777

 
17,843

12,244

(Income) of equity-method investees, net of tax
 
(20
)

 
(20
)
(572
)
Income from continuing operations
 
$
18,855

$
15,822

 
$
34,677

$
25,326

 
 
 
 
 
 
 
Income per share from continuing operations - basic
 
$
0.37

$
0.31

 
$
0.69

$
0.53

 
 
 
 
 
 
 
Income per share from continuing operations - diluted
 
$
0.37

$
0.31

 
$
0.68

$
0.52

 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
Basic
 
50,341

 
 
50,341

47,706

Diluted
 
51,328

 
 
51,328

48,934




8


 
 
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
 
$
10,442

$
3,968

 
$

$

European non-dairy beverage withdrawal
 
928

316

 


Net sales
 
11,370

4,284

 


 
 
 
 
 
 
 
Nut butter recall
 
9,925

3,772

 


European non-dairy beverage withdrawal
 
1,259

428

 


UK Factory start-up costs
 
2,732

567

 
466

158

Acquisition related integration costs
 
127

26

 
259

59

Cost of sales
 
14,043

4,793

 
725

217

 
 
 
 
 
 
 
Recall expenses
 
2,477

940

 


Litigation expenses
 
245

93

 


Expenses related to third party sale of common stock
 


 
224

85

Acquisition related integration costs
 
256

77

 


Selling, general and administrative expenses
 
2,978

1,110

 
224

85

 
 
 
 
 
 
 
Acquisition related fees and expenses, integration and restructuring charges
 
1,303

495

 
2,296

780

Contingent consideration (income) expense, net
 
281


 


Acquisition related (income) expenses including integration and restructuring charges
 
1,584

495

 
2,296

780

 
 
 
 
 
 
 
Unrealized currency impacts
 
3,190

1,065

 
(2,319
)
(898
)
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

 
238

82

Interest and other expenses, net
 
(2,376
)
1,095

 
(2,081
)
(816
)
 
 
 
 
 
 
 
Discrete tax benefit resulting from enacted tax rate change
 


 

3,777

Increase in unrecognized tax benefits
 


 

(550
)
Income tax provision
 


 

3,227

 
 
 
 
 
 
 
Total adjustments
 
$
27,599

$
11,777

 
$
1,164

$
3,493



9