Document


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 7, 2017
————————————
https://cdn.kscope.io/bc456c98a25ffe33c3b9d1a187d9e082-haincelestialnewlogoa01a23.jpg
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
Former name or former address, if changed since last report: N/A
 
————————————
 
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))




 





Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
        
Emerging growth company
¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨







Item 2.02    Results of Operations and Financial Condition

On November 7, 2017, The Hain Celestial Group, Inc. (the “Company”) issued a press release announcing financial results for its first quarter ended September 30, 2017.

The information contained in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 2.02 by reference.


Item 9.01    Financial Statements and Exhibits

(d) Exhibits. The following exhibit is furnished herewith:

Exhibit No.
 
Description
99.1
 
Press Release of The Hain Celestial Group, Inc. dated November 7, 2017


EXHIBIT INDEX

Exhibit No.
 
Description
  








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 7, 2017

THE HAIN CELESTIAL GROUP, INC.
(Registrant)
 
By: 
/s/ James Langrock
Name:
James Langrock
Title:
Executive Vice President and
Chief Financial Officer




Exhibit

Exhibit 99.1

https://cdn.kscope.io/bc456c98a25ffe33c3b9d1a187d9e082-haincelestialnewlogoa01a23.jpg

Hain Celestial Reports First Quarter Fiscal Year 2018 Financial Results

Net Sales Increased 4% to $708.3 Million

Gross Margin Increased 250 Basis Points to 18.6%;
Adjusted Gross Margin Increased 220 Basis Points to 19.1%

Operating Income Increased 129% to $31.5 Million;
Adjusted Operating Income Increased 46% to $39.7 Million

Diluted Earnings per Share (“EPS”) of $0.19; Adjusted Diluted EPS of $0.23

Reiterates Fiscal Year 2018 Guidance

Lake Success, NY, November 7, 2017 — 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, Asia and the Middle East providing consumers with A Healthier Way of Life™, today reported financial results for the first quarter ended September 30, 2017.

“Our first quarter results were solid with improved net sales growth and profitability, meeting our expectations across our business segments,” said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial. “Importantly, we are on track to build momentum throughout the year as our execution of Project Terra continues to drive incremental sales growth and margin improvement to deliver long-term sustainable stockholder value."

FINANCIAL HIGHLIGHTS1 
 
First Quarter Results Summary
Net sales increased 4% to $708.3 million compared to the prior year period, or 3% on a constant currency basis, primarily reflecting double digit net sales increases from Canada and Europe and low single digit net sales increases from the United States, United Kingdom and Hain Pure Protein segments. Adjusted for both constant currency and acquisitions and divestitures, net sales increased 4%, compared to the prior year period.
Gross margin as a percentage of net sales of 18.6%; adjusted gross margin of 19.1%.
Operating income of $31.5 million; adjusted operating income of $39.7 million.
Net income of $19.8 million, an increase of 131% over the prior year period; adjusted net income of $23.7 million, an increase of 59% over the prior year period.
EBITDA increased 60% to $51.3 million compared to $32.2 million in the prior year period; adjusted EBITDA increased 30% to $59.5 million compared to $45.6 million in the prior year period.
EPS of $0.19 compared to $0.08 in the prior year period; adjusted EPS per diluted share of $0.23 compared to $0.14 in the prior year period.



_________________________

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

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


FIRST QUARTER OPERATING SEGMENT HIGHLIGHTS

Hain Celestial United States
Net sales for Hain Celestial United States increased 4% to $263.7 million over the prior year period, reflecting growth from the Pure Personal Care, Better-for-You Baby, and Better-for-You Pantry platforms including Alba Botanica®, Jason®, Avalon Organics®, Live Clean®; Earth’s Best®; Spectrum® and Imagine® brands; partially offset by declines in Fresh Living with The Greek Gods® brand, Better-for-You-Snacking with Garden of Eatin’® brand and Tea with Celestial Seasonings® brand. The prior year first quarter results were also negatively impacted by inventory realignment at certain customers. Segment operating income was $20.9 million, an increase of 11% over the prior year period and adjusted operating income was $23.1 million, a decrease of 5% over the prior year period, driven primarily by higher marketing investments. The financial results for the current period as well as the prior year first quarter results excludes the United Kingdom operations of the Ella’s Kitchen® brand thereby eliminating net sales of approximately $23.1 million and $21.4 million, respectively as these net sales are now reported as part of the United Kingdom reportable segment.

Hain Celestial United Kingdom
Net sales for Hain Celestial United Kingdom increased 1% to $222.4 million over the prior year period, reflecting 8% growth from Tilda® and Ella’s Kitchen®, partially offset by a 1% decrease from Hain Daniels. Hain Daniels net sales, adjusted for both constant currency and acquisitions and divestitures, increased 2% over the prior year period, with strong brand performance from Hartley’s®, Linda McCartney’s®, New Covent Garden Soup Co.® and Sun-Pat® brands. Hain Celestial United Kingdom, on a consolidated basis, was up 4% over the prior year period in constant currency adjusted for acquisitions and divestitures. Segment operating income of $9.6 million increased 23% over the prior year period and adjusted operating income of $12.9 million increased 39% over the prior year period driven by strong contribution from the Hain Daniels brands. As discussed above, the financial results for the current period as well as the prior year first quarter results includes the United Kingdom operations of the Ella’s Kitchen® brand, which was previously reported as part of the United States reportable segment.

Hain Pure Protein
Net sales for Hain Pure Protein increased 2% to $119.1 million over the prior year period, reflecting a 6% increase from the combined FreeBird® and Plainville Farms® businesses while the Empire® Kosher business net sales declined 6% with more sales attributable in the prior year period due to the timing of the Jewish holidays. Segment operating income increased to $2.2 million from the prior year period loss of $1.0 million and adjusted operating income increased to $3.6 million from the prior year period loss of $1.0 million due to improvements in operating expenses across the business.

Rest of World
Net sales for Rest of World increased 14% to $103.1 million over the prior year period, or 9% on a constant currency basis driven by 13% growth from Hain Celestial Canada from Yves® Veggie Cuisine, Sensible Portions®, Live Clean® and Tilda® brands and 10% growth from Hain Celestial Europe from Danival® and Joya® brands and own label. Segment operating income increased over 77% to $9.0 million over the prior year period.

Fiscal Year 2018 Guidance

The Company reiterated its annual guidance for fiscal year 2018:

Net sales of $2.967 billion to $3.036 billion, an increase of approximately 4% to 6% as compared to fiscal year 2017.
Adjusted EBITDA of $350 million to $375 million, an increase of approximately 27% to 36% as compared to fiscal year 2017.
Adjusted earnings per diluted share of $1.63 to $1.80, an increase of approximately 34% to 48% as compared to fiscal year 2017.

Guidance, where adjusted, is provided on a non-GAAP basis, which excludes acquisition-related expenses, integration and restructuring charges, start-up costs, unrealized net foreign currency gains or losses, accounting review costs and other non-recurring items that have been or may be incurred during the Company’s fiscal year 2018, which the Company will continue to identify as it reports its future financial results. Guidance excludes the impact of any future acquisitions.

2





The Company has not reconciled its expected adjusted EBITDA to net income or adjusted earnings per diluted share to earnings per share under “Fiscal Year 2018 Guidance” because 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.

Effective July 1, 2017, due to changes to the Company’s internal management and reporting structure the United Kingdom operations of the Ella’s Kitchen® brand, which was previously included within the United States reportable segment, is included in the United Kingdom reportable segment. The prior period segment information contained below has been adjusted to reflect the Company’s new operating and reporting structure.
(unaudited and dollars in thousands)
United States
 
United Kingdom
 
Hain Pure Protein
 
Rest of World
 
Corporate / Other
 
Total
NET SALES
 
 
 
 
 
 
 
 
 
 
 
Net sales - Three months ended 9/30/17
$
263,659

 
$
222,445

 
$
119,057

 
$
103,115

 
$

 
$
708,276

Net sales - Three months ended 9/30/16
$
254,232

 
$
220,151

 
$
116,669

 
$
90,412

 
$

 
$
681,464

% change - FY'18 net sales vs. FY'17 net sales
3.7
%
 
1.0
%
 
2.0
 %
 
14.1
%
 
 
 
3.9
%
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING INCOME


 


 


 


 
 



Three months ended 9/30/17
 
 
 
 
 
 
 
 
 
 
 
Operating income
$
20,861

 
$
9,601

 
$
2,242

 
$
8,997

 
$
(10,218
)
 
$
31,483

Non-GAAP Adjustments [1]
$
2,283

 
$
3,335

 
$
1,342

 
$

 
$
1,256

 
$
8,216

Adjusted operating income
$
23,144

 
$
12,936

 
$
3,584

 
$
8,997

 
$
(8,962
)
 
$
39,699

Adjusted operating income margin
8.8
%
 
5.8
%
 
3.0
 %
 
8.7
%
 
 
 
5.6
%
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended 9/30/16


 


 


 


 


 


Operating income
$
18,794

 
$
7,819

 
$
(1,018
)
 
$
5,055

 
$
(16,899
)
 
$
13,751

Non-GAAP Adjustments [1]
$
5,526

 
$
1,503

 
$

 
$

 
$
6,421

 
$
13,450

Adjusted operating income
$
24,320

 
$
9,322

 
$
(1,018
)
 
$
5,055

 
$
(10,478
)
 
$
27,201

Adjusted operating income margin
9.6
%
 
4.2
%
 
(0.9
)%
 
5.6
%
 



4.0
%

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

Webcasts and Upcoming Presentation
Hain Celestial will host a conference call and webcast today at 8:30 AM Eastern Time to discuss its results and business outlook. The events will be webcast and be 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, Asia and the Middle East. 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®, Better Bean™, 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.





3





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 the Project Terra strategic initiatives and our future 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 Fiscal Year 2018; (ii) the Company’s ability to improve results throughout the fiscal year; and (iii) the Company’s ability to execute Project Terra initiatives to drive incremental sales growth and margin improvement to deliver long-term sustainable stockholder value; and the other risks detailed from time-to-time in the Company’s reports filed with the United States Securities and Exchange Commission, including the Annual Report on Form 10-K for the fiscal year ended June 30, 2017, 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 adjusted for the impact of foreign currency, net sales adjusted for the impact of foreign currency and acquisitions and divestitures, adjusted operating income, adjusted gross margin, adjusted earnings per diluted share, EBITDA, adjusted EBITDA 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 ended September 30, 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 three months ended September 30, 2017 and 2016, operating free cash flow was calculated as follows:

 
Three Months Ended
 
9/30/2017
 
9/30/2016
 
(unaudited and dollars in thousands)
Cash flow (used in) provided by operating activities
$
(19,438
)
 
$
12,819

Purchases of property, plant and equipment
(14,913
)
 
(14,553
)
Operating free cash flow
$
(34,351
)
 
$
(1,734
)


4





The Company’s operating cash flow was negative $19.4 million for the three months ended September 30, 2017, a decrease of $32.3 million from the three months ended September 30, 2016. The Company’s operating free cash flow was negative $34.4 million for the three months ended September 30, 2017, compared to negative $1.7 million for the three months ended September 30, 2016. The decrease in operating free cash flow was primarily attributable to an increase in inventories and accounts receivables.

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 also provides net sales adjusted for both constant currency and acquisitions and divestitures to understand the growth rate of net sales excluding the impact of constant currency as well as acquisitions and divestitures. Our management believes net sales adjusted for both constant currency and acquisitions and divestitures is useful to investors because it enables them to better understand the growth of our business from period-to-period.

The Company defines EBITDA as net income (a GAAP measure) before income taxes, net interest expense, depreciation and amortization, equity in earnings of equity method investees, stock based compensation expense, and unrealized currency gains.  Adjusted EBITDA is defined as EBITDA before acquisition-related expenses, including integration and restructuring charges, and other non-recurring items.  The Company’s management believes that these presentations provide 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 these measures for reviewing the financial results of the Company as well as a component of performance-based executive compensation.

For the three months ended September 30, 2017 and 2016, EBITDA and adjusted EBITDA was calculated as follows:
 
3 Months Ended
 
9/30/2017
 
9/30/2016
 
(unaudited and dollars in thousands)
Net Income
$
19,846

 
$
8,604

Income taxes
8,470

 
762

Interest expense, net
5,620

 
4,354

Depreciation and amortization
17,626

 
17,220

Equity in net income of equity-method investees
(11
)
 
(184
)
Stock based compensation expense
3,164

 
2,704

Unrealized currency gains
(3,419
)
 
(1,293
)
EBITDA
51,296

 
32,167

 
 
 
 
Acquisition related expenses, restructuring and integration
   charges, and other
5,846

 
1,408

Losses on terminated chilled desserts contract
1,472

 

U.K. and HPP start-up costs
1,083

 

Co-packer disruption
1,173

 

SKU Rationalization

 
5,199

U.K. deferred synergies due to CMA Board decision

 
471

Accounting review costs, net of insurance proceeds
(1,358
)
 
5,960

Recall and other related costs

 
412

Adjusted EBITDA
$
59,512

 
$
45,617



5





Contact:
James Langrock/Mary Anthes
The Hain Celestial Group, Inc.
516-587-5000

6





THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(in thousands)
 
 
 
 
 
September 30,
 
June 30,
 
2017
 
2017
 
(unaudited)
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
126,787

 
$
146,992

Accounts receivable, net
272,341

 
248,436

Inventories
484,792

 
427,308

Prepaid expenses and other current assets
60,976

 
52,045

Total current assets
944,896

 
874,781

 
 
 
 
Property, plant and equipment, net
380,478

 
370,511

Goodwill
1,073,681

 
1,059,981

Trademarks and other intangible assets, net
578,419

 
573,268

Investments and joint ventures
19,109

 
18,998

Other assets
35,264

 
33,565

Total assets
$
3,031,847

 
$
2,931,104

 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
247,321

 
$
222,136

Accrued expenses and other current liabilities
111,746

 
108,514

Current portion of long-term debt
18,231

 
9,844

Total current liabilities
377,298

 
340,494

 
 
 
 
Long-term debt, less current portion
746,392

 
740,304

Deferred income taxes
124,166

 
121,475

Other noncurrent liabilities
16,460

 
15,999

Total liabilities
1,264,316

 
1,218,272

 
 
 
 
Stockholders' equity:
 
 
 
Common stock
1,081

 
1,080

Additional paid-in capital
1,140,887

 
1,137,724

Retained earnings
888,668

 
868,822

Accumulated other comprehensive loss
(161,692
)
 
(195,479
)
 
1,868,944

 
1,812,147

Treasury stock
(101,413
)
 
(99,315
)
Total stockholders' equity
1,767,531

 
1,712,832

Total liabilities and stockholders' equity
$
3,031,847

 
$
2,931,104

   


7





THE HAIN CELESTIAL GROUP, INC.
 Consolidated Statements of Income
 (unaudited and in thousands, except per share amounts)
 
 
 
 
 
 
 
Three Months Ended
September 30,
 
 
2017
 
2016
 
 
 
 
 
Net sales
 
$
708,276

 
$
681,464

Cost of sales
 
576,673

 
571,597

Gross profit
 
131,603

 
109,867

 
 
 
 
 
Selling, general and administrative expenses
 
90,721

 
84,967

Amortization of acquired intangibles
 
4,911

 
4,728

Acquisition related expenses, restructuring and integration charges
 
5,846

 
461

Accounting review costs, net of insurance proceeds
 
(1,358
)
 
5,960

Operating income
 
31,483

 
13,751

 
 
 
 
 
Interest expense and other financing expenses, net
 
6,315

 
5,081

Other (income)/expense, net
 
(3,137
)
 
(512
)
Income before income taxes and equity in net income of equity-method investees
 
28,305

 
9,182

 
 
 
 
 
Provision for income taxes
 
8,470

 
762

Equity in net income of equity-method investees
 
(11
)
 
(184
)
Net income
 
$
19,846

 
$
8,604

 
 
 
 
 
Net income per common share:
 
 
 
 
     Basic
 
$
0.19

 
$
0.08

     Diluted
 
$
0.19

 
$
0.08

 
 
 
 
 
Shares used in the calculation of net income per common share:
 
 
 
 
Basic
 
103,709

 
103,468

Diluted
 
104,476

 
104,206




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 September 30,
 
 
2017 GAAP
 
Adjustments
 
2017 Adjusted
 
2016 GAAP
 
 Adjustments
 
2016 Adjusted
 
 
 
 
 
 
 
 
 
 
 
 
 
Net sales
 
$
708,276

 
$

 
$
708,276

 
$
681,464

 
$

 
$
681,464

Cost of sales
 
576,673

 
(3,728
)
 
572,945

 
571,597

 
(5,570
)
 
566,027

Gross Margin
 
131,603

 
3,728

 
135,331

 
109,867

 
5,570

 
115,437

Operating expenses (a)
 
95,632

 

 
95,632

 
89,695

 
(1,459
)
 
88,236

Acquisition related expenses, restructuring and integration charges
 
5,846

 
(5,846
)
 

 
461

 
(461
)
 

Accounting review costs, net of insurance proceeds
 
(1,358
)
 
1,358

 

 
5,960

 
(5,960
)
 

Operating Income
 
31,483

 
8,216

 
39,699

 
13,751

 
13,450

 
27,201

Interest and other expenses (income), net (b)
 
3,178

 
3,420

 
6,598

 
4,569

 
1,293

 
5,862

Provision for income taxes
 
8,470

 
972

 
9,442

 
762

 
5,856

 
6,618

Net income
 
19,846

 
3,824

 
23,670

 
8,604

 
6,301

 
14,906

Earnings per share - diluted
 
0.19

 
0.04

 
0.23

 
0.08

 
0.06

 
0.14


(a) Operating expenses include amortization of acquired intangibles and selling, general, and administrative expenses
(b) Interest and other expenses, net include interest and other financing expenses, net and other (income)/expense, net

















9





THE HAIN CELESTIAL GROUP, INC.
 Reconciliation of GAAP Results to Non-GAAP Measures
 (unaudited and in thousands, except per share amounts)
 
 
 
 
 
Detail of Adjustments:
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30,
 
 
2017
 
2016
 
 
 
 
 
Losses on terminated chilled desserts contract
 
$
1,472

 
$

SKU rationalization
 

 
5,199

Recall and other related costs
 

 
183

U.K. deferred synergies due to CMA Board decision
 

 
188

Co-packer disruption
 
1,173

 

U.K. and HPP start-up costs
 
1,083

 

Cost of sales
 
3,728

 
5,570

 
 
 
 
 
Gross Margin
 
3,728

 
5,570

 
 
 
 
 
U.K. deferred synergies due to CMA Board decision
 

 
283

Recall and other related costs
 

 
229

Severance related costs
 

 
947

Operating expenses (a)
 

 
1,459

 
 
 
 
 
Acquisition related expenses, restructuring and integration charges
 
5,846

 
461

Acquisition related expenses, restructuring and integration charges
 
5,846

 
461

 
 
 
 
 
Accounting review costs, net of insurance proceeds
 
(1,358
)
 
5,960

Accounting review costs, net of insurance proceeds
 
(1,358
)
 
5,960

 
 
 
 
 
Operating income
 
8,216

 
13,450

 
 
 
 
 
Unrealized currency gains
 
(3,420
)
 
(1,293
)
Interest and other expenses (income), net (b)
 
(3,420
)
 
(1,293
)
 
 
 
 
 
 
 
 
 
 
Income tax related adjustments
 
(972
)
 
(5,856
)
Provision for income taxes
 
(972
)
 
(5,856
)
 
 
 
 
 
Net income
 
$
3,824

 
$
6,301


(a) Operating expenses include amortization of acquired intangibles and selling, general, and administrative expenses
(b) Interest and other expenses (income), net includes interest and other financing expenses, net and other (income)/expense, net


10





THE HAIN CELESTIAL GROUP, INC.
Net Sales Growth at Constant Currency
(unaudited and in thousands)
 
 
 
 
 
 
 
Hain Consolidated
 
United Kingdom
 
Rest of World
 Net sales - Three months ended 9/30/17
$
708,276

 
$
222,445

 
$
103,115

 Impact of foreign currency exchange
(4,143
)
 
33

 
(4,177
)
 Net sales on a constant currency basis - Three months
   ended 9/30/17
$
704,133

 
$
222,478

 
$
98,938

 
 
 
 
 
 
Net sales - Three months ended 9/30/16
$
681,464

 
$
220,151

 
$
90,412

Net sales growth on a constant currency basis
3.3
 %
 
1.1
%
 
9.4
%
 
 
 
 
 
 
Net Sales Growth at Constant Currency and Adjusted for Acquisitions/Divestitures
 
 
 
 
 
 
 
Hain Consolidated
 
United Kingdom
 
 
Net sales on a constant currency basis - Three months ended
   9/30/17
$
704,133

 
$
222,478

 
 
 
 
 
 
 
 
Net sales - Three months ended 9/30/16
$
681,464

 
$
220,151

 
 
Acquisitions
1,780

 
1,525

 
 
Divestitures
(8,732
)
 
(6,968
)
 
 
Net sales on a constant currency basis adjusted for acquisitions
   and divestitures - Three months ended 9/30/16
$
674,512

 
$
214,708

 
 
Net sales growth on a constant currency basis adjusted for
   acquisitions and divestitures
4.4
 %
 
3.6
%
 
 
 
 
 
 
 
 
 
Hain Daniels
 
 
 
 
Net sales growth - Three months ended 9/30/17
(1.4
)%
 
 
 
 
   Impact of foreign currency exchange
 %
 
 
 
 
   Impact of acquisitions
(0.9
)%
 
 
 
 
   Impact of divestitures
4.3
 %
 
 
 
 
Net sales growth on a constant currency basis adjusted for
   acquisitions and divestitures - Three months ended 9/30/17
2.0
 %
 
 
 
 
 
 
 
 
 
 


11