Delaware
|
0-22818
|
22-3240619
|
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
¨
|
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))
|
Emerging growth company
|
¨
|
Exhibit No.
|
|
Description
|
10.1
|
|
First Amendment to Third Amended and Restated Credit Agreement dated November 7, 2018 by and among The Hain Celestial Group, Inc., Hain Pure Protein Corporation, certain wholly-owned subsidiaries of the Hain Celestial Group, Inc. party thereto from time to time, and Bank of America, N.A., as administrative agent.
|
99.1
|
|
Press Release of The Hain Celestial Group, Inc. dated November 8, 2018
|
Exhibit No.
|
|
Description
|
|
||
|
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
|
|
|
|
By:
|
/s/ James Langrock
|
Name:
|
James Langrock
|
Title:
|
Executive Vice President and
Chief Financial Officer
|
•
|
Net sales decreased 5% to $560.8 million compared to the prior year period, or a 4% decrease on a constant currency basis. When adjusted for Foreign Exchange and Acquisitions, Divestitures and certain other items
,
including the 2017 and 2018 Project Terra Stock Keeping Unit (“SKU”) rationalization
3
, net sales would have decreased 2% compared to the prior year period.
|
•
|
Gross margin of 17.8%, a 320 basis point decrease over the prior year period; adjusted gross margin of 19.0%, a 250 basis point decrease over the prior year period as a result of planned higher trade and promotional investments in the United States and increased freight and commodity costs.
|
•
|
Operating loss of $24.1 million compared to operating income of $29.2 million in the prior year period; adjusted operating income of $20.9 million compared to $36.1 million in the prior year period.
|
•
|
Net loss of $23.1 million compared to net income of $18.6 million in the prior year period; adjusted net income of $9.7 million compared to $21.4 million in prior year period.
|
•
|
EBITDA loss of $5.9 million compared to EBITDA of $46.6 million in the prior year period; Adjusted EBITDA of $34.1 million compared to $53.5 million in the prior year period.
|
•
|
Earnings per diluted share (“EPS”) loss of $0.22 compared to EPS of $0.18 in the prior year period; Adjusted EPS of $0.09 compared to $0.20 in the prior year period.
|
•
|
Total net sales of $2.500 billion to $2.560 billion, an increase of approximately 2% to 4% as compared to fiscal year 2018.
|
•
|
Adjusted EBITDA of $275 million to $300 million, an increase of approximately 7% to 17% as compared to fiscal year 2018.
|
•
|
Adjusted EPS of $1.21 to $1.38, an increase of approximately 4% to 19% as compared to fiscal year 2018.
|
(unaudited and dollars in thousands)
|
United States
|
|
United Kingdom
|
|
Rest of World
|
|
Corporate / Other
|
|
Total
|
||||||||||
NET SALES
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales - Three months ended 9/30/18
|
$
|
243,985
|
|
|
$
|
218,577
|
|
|
$
|
98,271
|
|
|
$
|
—
|
|
|
$
|
560,833
|
|
Net sales - Three months ended 9/30/17
|
$
|
263,659
|
|
|
$
|
222,445
|
|
|
$
|
103,115
|
|
|
$
|
—
|
|
|
$
|
589,219
|
|
% change - FY'19 net sales vs. FY'18 net sales
|
(7.5
|
)%
|
|
(1.7
|
)%
|
|
(4.7
|
)%
|
|
|
|
(4.8
|
)%
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
OPERATING INCOME/(LOSS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Three months ended 9/30/18
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating income (loss)
|
$
|
2,170
|
|
|
$
|
4,020
|
|
|
$
|
7,836
|
|
|
$
|
(38,130
|
)
|
|
$
|
(24,104
|
)
|
Non-GAAP adjustments
(1)
|
5,480
|
|
|
6,646
|
|
|
1,346
|
|
|
31,495
|
|
|
44,967
|
|
|||||
Adjusted operating income
|
$
|
7,650
|
|
|
$
|
10,666
|
|
|
$
|
9,182
|
|
|
$
|
(6,635
|
)
|
|
$
|
20,863
|
|
Operating income margin
|
0.9
|
%
|
|
1.8
|
%
|
|
8.0
|
%
|
|
|
|
(4.3
|
)%
|
||||||
Adjusted operating income margin
|
3.1
|
%
|
|
4.9
|
%
|
|
9.3
|
%
|
|
|
|
3.7
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended 9/30/17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income
|
$
|
20,861
|
|
|
$
|
9,601
|
|
|
$
|
8,997
|
|
|
$
|
(10,218
|
)
|
|
$
|
29,241
|
|
Non-GAAP adjustments
(1)
|
2,283
|
|
|
3,335
|
|
|
—
|
|
|
1,256
|
|
|
6,874
|
|
|||||
Adjusted operating income
|
$
|
23,144
|
|
|
$
|
12,936
|
|
|
$
|
8,997
|
|
|
$
|
(8,962
|
)
|
|
$
|
36,115
|
|
Operating income margin
|
7.9
|
%
|
|
4.3
|
%
|
|
8.7
|
%
|
|
|
|
5.0
|
%
|
||||||
Adjusted operating income margin
|
8.8
|
%
|
|
5.8
|
%
|
|
8.7
|
%
|
|
|
|
|
6.1
|
%
|
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
|
(unaudited and dollars in thousands)
|
||||||
Cash flow provided by operating activities - continuing operations
|
$
|
(18,252
|
)
|
|
$
|
(1,080
|
)
|
Purchases of property, plant and equipment
|
(22,547
|
)
|
|
(11,233
|
)
|
||
Operating Free Cash Flow - continuing operations
|
$
|
(40,799
|
)
|
|
$
|
(12,313
|
)
|
|
Three Months Ended
|
||||||
|
9/30/2018
|
|
9/30/2017
|
||||
|
(unaudited and dollars in thousands)
|
||||||
Net (loss) income
|
$
|
(37,425
|
)
|
|
$
|
19,846
|
|
Net (loss) income from discontinued operations
|
(14,324
|
)
|
|
1,233
|
|
||
Net (loss) income from continuing operations
|
(23,101
|
)
|
|
18,613
|
|
||
|
|
|
|
||||
(Benefit) provision for income taxes
|
(9,483
|
)
|
|
7,484
|
|
||
Interest expense, net
|
7,169
|
|
|
5,609
|
|
||
Depreciation and amortization
|
14,384
|
|
|
15,147
|
|
||
Equity in net loss (income) of equity-method investees
|
175
|
|
|
(11
|
)
|
||
Stock-based compensation (benefit) expense
|
(209
|
)
|
|
3,164
|
|
||
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement
|
312
|
|
|
—
|
|
||
Long-lived asset impairment
|
4,236
|
|
|
—
|
|
||
Unrealized currency losses/(gains)
|
590
|
|
|
(3,419
|
)
|
||
EBITDA
|
(5,927
|
)
|
|
46,587
|
|
||
|
|
|
|
||||
Project Terra costs and other
|
10,333
|
|
|
4,850
|
|
||
Chief Executive Officer Succession Plan expense, net
|
19,241
|
|
|
—
|
|
||
Accounting review and remediation costs, net of insurance proceeds
|
3,414
|
|
|
(1,358
|
)
|
||
Losses on terminated chilled desserts contract
|
—
|
|
|
1,472
|
|
||
Warehouse/manufacturing facility start-up costs
|
4,599
|
|
|
737
|
|
||
Co-packer disruption
|
—
|
|
|
1,173
|
|
||
Plant closure related costs
|
1,828
|
|
|
—
|
|
||
Litigation and related expenses
|
569
|
|
|
—
|
|
||
Adjusted EBITDA
|
$
|
34,057
|
|
|
$
|
53,461
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|||||||
Consolidated Balance Sheets
|
|||||||
(in thousands)
|
|||||||
|
|
|
|
||||
|
September 30,
|
|
June 30,
|
||||
|
2018
|
|
2017
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
55,871
|
|
|
$
|
106,557
|
|
Accounts receivable, net
|
246,519
|
|
|
252,708
|
|
||
Inventories
|
414,479
|
|
|
391,525
|
|
||
Prepaid expenses and other current assets
|
58,183
|
|
|
59,946
|
|
||
Current assets of discontinued operations
|
239,809
|
|
|
240,851
|
|
||
Total current assets
|
1,014,861
|
|
|
1,051,587
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
315,926
|
|
|
310,172
|
|
||
Goodwill
|
1,019,693
|
|
|
1,024,136
|
|
||
Trademarks and other intangible assets, net
|
502,356
|
|
|
510,387
|
|
||
Investments and joint ventures
|
21,153
|
|
|
20,725
|
|
||
Other assets
|
29,041
|
|
|
29,667
|
|
||
Total assets
|
$
|
2,903,030
|
|
|
$
|
2,946,674
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
226,418
|
|
|
$
|
229,993
|
|
Accrued expenses and other current liabilities
|
136,890
|
|
|
116,001
|
|
||
Current portion of long-term debt
|
28,498
|
|
|
26,605
|
|
||
Current liabilities of discontinued operations
|
46,407
|
|
|
49,846
|
|
||
Total current liabilities
|
438,213
|
|
|
422,445
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
693,429
|
|
|
687,501
|
|
||
Deferred income taxes
|
73,223
|
|
|
86,909
|
|
||
Other noncurrent liabilities
|
12,741
|
|
|
12,770
|
|
||
Total liabilities
|
1,217,606
|
|
|
1,209,625
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Common stock
|
1,085
|
|
|
1,084
|
|
||
Additional paid-in capital
|
1,148,330
|
|
|
1,148,196
|
|
||
Retained earnings
|
840,906
|
|
|
878,516
|
|
||
Accumulated other comprehensive loss
|
(197,411
|
)
|
|
(184,240
|
)
|
||
|
1,792,910
|
|
|
1,843,556
|
|
||
Treasury stock
|
(107,486
|
)
|
|
(106,507
|
)
|
||
Total stockholders' equity
|
1,685,424
|
|
|
1,737,049
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,903,030
|
|
|
$
|
2,946,674
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|||||||
Consolidated Statements of Operations
|
|||||||
(unaudited and in thousands, except per share amounts)
|
|||||||
|
|
|
|
||||
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net sales
|
$
|
560,833
|
|
|
$
|
589,219
|
|
Cost of sales
|
461,239
|
|
|
465,831
|
|
||
Gross profit
|
99,594
|
|
|
123,388
|
|
||
Selling, general and administrative expenses
|
82,257
|
|
|
86,081
|
|
||
Amortization of acquired intangibles
|
3,905
|
|
|
4,574
|
|
||
Project Terra costs and other
|
10,333
|
|
|
4,850
|
|
||
Chief Executive Officer Succession Plan expense, net
|
19,553
|
|
|
—
|
|
||
Accounting review and remediation costs, net of insurance proceeds
|
3,414
|
|
|
(1,358
|
)
|
||
Long-lived asset impairment
|
4,236
|
|
|
—
|
|
||
Operating (loss) income
|
(24,104
|
)
|
|
29,241
|
|
||
Interest expense and other financing expense, net
|
7,705
|
|
|
6,282
|
|
||
Other expense/(income), net
|
600
|
|
|
(3,127
|
)
|
||
(Loss) income from continuing operations before income taxes and equity in net income of equity-method investees
|
(32,409
|
)
|
|
26,086
|
|
||
(Benefit) provision for income taxes
|
(9,483
|
)
|
|
7,484
|
|
||
Equity in net loss (income) of equity-method investees
|
175
|
|
|
(11
|
)
|
||
Net (loss) income from continuing operations
|
$
|
(23,101
|
)
|
|
$
|
18,613
|
|
Net (loss) income from discontinued operations, net of tax
|
(14,324
|
)
|
|
1,233
|
|
||
Net (loss) income
|
$
|
(37,425
|
)
|
|
$
|
19,846
|
|
|
|
|
|
||||
Net (loss) income per common share:
|
|
|
|
||||
Basic net (loss) income per common share from continuing operations
|
$
|
(0.22
|
)
|
|
$
|
0.18
|
|
Basic net (loss) income per common share from discontinued operations
|
(0.14
|
)
|
|
0.01
|
|
||
Basic net (loss) income per common share
|
$
|
(0.36
|
)
|
|
$
|
0.19
|
|
|
|
|
|
||||
Diluted net (loss) income per common share from continuing operations
|
$
|
(0.22
|
)
|
|
$
|
0.18
|
|
Diluted net (loss) income per common share from discontinued operations
|
(0.14
|
)
|
|
0.01
|
|
||
Diluted net (loss) income per common share
|
$
|
(0.36
|
)
|
|
$
|
0.19
|
|
|
|
|
|
||||
Shares used in the calculation of net (loss) income per common share:
|
|
|
|
||||
Basic
|
103,962
|
|
|
103,709
|
|
||
Diluted
|
103,962
|
|
|
104,476
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|||||||
Consolidated Statements of Cash Flows
|
|||||||
(unaudited and in thousands)
|
|||||||
|
|
|
|
||||
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net (loss) income
|
$
|
(37,425
|
)
|
|
$
|
19,846
|
|
Net (loss) income from discontinued operations
|
(14,324
|
)
|
|
1,233
|
|
||
Net (loss) income from continuing operations
|
$
|
(23,101
|
)
|
|
$
|
18,613
|
|
|
|
|
|
||||
Adjustments to reconcile net (loss) income from continuing operations to net cash used in operating activities from continuing operations:
|
|
|
|
||||
Depreciation and amortization
|
14,384
|
|
|
15,147
|
|
||
Deferred income taxes
|
(13,276
|
)
|
|
(637
|
)
|
||
Equity in net loss (income) of equity-method investees
|
175
|
|
|
(11
|
)
|
||
Chief Executive Officer Succession Plan expense, net
|
19,241
|
|
|
—
|
|
||
Stock-based compensation, net
|
103
|
|
|
3,164
|
|
||
Impairment of long-lived assets
|
4,236
|
|
|
—
|
|
||
Other non-cash items, net
|
841
|
|
|
(3,059
|
)
|
||
Increase (decrease) in cash attributable to changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
4,357
|
|
|
(18,100
|
)
|
||
Inventories
|
(24,147
|
)
|
|
(28,186
|
)
|
||
Other current assets
|
1,358
|
|
|
(9,021
|
)
|
||
Other assets and liabilities
|
(19
|
)
|
|
(53
|
)
|
||
Accounts payable and accrued expenses
|
(2,404
|
)
|
|
21,063
|
|
||
Net cash used in operating activities - continuing operations
|
(18,252
|
)
|
|
(1,080
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Purchases of property and equipment
|
(22,547
|
)
|
|
(11,233
|
)
|
||
Other
|
(652
|
)
|
|
—
|
|
||
Net cash used in investing activities - continuing operations
|
(23,199
|
)
|
|
(11,233
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Borrowings under bank revolving credit facility
|
70,000
|
|
|
20,000
|
|
||
Repayments under bank revolving credit facility
|
(60,000
|
)
|
|
(15,000
|
)
|
||
Repayments under term loan
|
(3,750
|
)
|
|
—
|
|
||
Funding of discontinued operations entities
|
(15,155
|
)
|
|
(20,269
|
)
|
||
(Repayments) borrowings of other debt, net
|
1,709
|
|
|
8,237
|
|
||
Shares withheld for payment of employee payroll taxes
|
(979
|
)
|
|
(2,098
|
)
|
||
Net cash used in financing activities - continuing operations
|
(8,175
|
)
|
|
(9,130
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash
|
(1,060
|
)
|
|
3,059
|
|
||
|
|
|
|
||||
CASH FLOWS FROM DISCONTINUED OPERATIONS
|
|
|
|
||||
Cash used in operating activities
|
(15,905
|
)
|
|
(18,358
|
)
|
||
Cash used in investing activities
|
(1,635
|
)
|
|
(3,680
|
)
|
||
Cash provided by financing activities
|
15,107
|
|
|
20,217
|
|
||
Net cash flows used in discontinued operations
|
(2,433
|
)
|
|
(1,821
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(53,119
|
)
|
|
(20,205
|
)
|
||
Cash and cash equivalents at beginning of period
|
113,018
|
|
|
146,992
|
|
||
Cash and cash equivalents at end of period
|
$
|
59,899
|
|
|
$
|
126,787
|
|
Less: cash and cash equivalents of discontinued operations
|
(4,028
|
)
|
|
(8,117
|
)
|
||
Cash and cash equivalents of continuing operations at end of period
|
$
|
55,871
|
|
|
$
|
118,670
|
|
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,
|
||||||||||||||||||
|
2018 GAAP
|
Adjustments
|
2018 Adjusted
|
|
2017 GAAP
|
Adjustments
|
2017 Adjusted
|
||||||||||||
Net sales
|
$
|
560,833
|
|
$
|
—
|
|
$
|
560,833
|
|
|
$
|
589,219
|
|
$
|
—
|
|
$
|
589,219
|
|
Cost of sales
|
461,239
|
|
(6,862
|
)
|
454,377
|
|
|
465,831
|
|
(3,382
|
)
|
462,449
|
|
||||||
Gross profit
|
99,594
|
|
6,862
|
|
106,456
|
|
|
123,388
|
|
3,382
|
|
126,770
|
|
||||||
Operating expenses
(a)
|
90,398
|
|
(4,805
|
)
|
85,593
|
|
|
90,655
|
|
—
|
|
90,655
|
|
||||||
Project Terra costs and other
|
10,333
|
|
(10,333
|
)
|
—
|
|
|
4,850
|
|
(4,850
|
)
|
—
|
|
||||||
Accounting review and remediation costs, net of insurance proceeds
|
3,414
|
|
(3,414
|
)
|
—
|
|
|
(1,358
|
)
|
1,358
|
|
—
|
|
||||||
Chief Executive Officer Succession Plan expense, net
|
19,553
|
|
(19,553
|
)
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Operating (loss) income
|
(24,104
|
)
|
44,967
|
|
20,863
|
|
|
29,241
|
|
6,874
|
|
36,115
|
|
||||||
Interest and other expense (income), net
(b)
|
8,305
|
|
(590
|
)
|
7,715
|
|
|
3,155
|
|
3,419
|
|
6,574
|
|
||||||
(Benefit) provision for income taxes
|
(9,483
|
)
|
12,779
|
|
3,296
|
|
|
7,484
|
|
691
|
|
8,175
|
|
||||||
Net (loss) income from continuing operations
|
(23,101
|
)
|
32,778
|
|
9,677
|
|
|
18,613
|
|
2,764
|
|
21,377
|
|
||||||
Net (loss) income from discontinued operations, net of tax
|
(14,324
|
)
|
14,324
|
|
—
|
|
|
1,233
|
|
(1,233
|
)
|
—
|
|
||||||
Net (loss) income
|
(37,425
|
)
|
47,102
|
|
9,677
|
|
|
19,846
|
|
1,531
|
|
21,377
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Diluted net (loss) income per common share from continuing operations
|
(0.22
|
)
|
0.32
|
|
0.09
|
|
|
0.18
|
|
0.03
|
|
0.20
|
|
||||||
Diluted net (loss) income per common share from discontinued operations
|
(0.14
|
)
|
0.14
|
|
—
|
|
|
0.01
|
|
(0.01
|
)
|
—
|
|
||||||
Diluted net (loss) income per common share
|
(0.36
|
)
|
0.45
|
|
0.09
|
|
|
0.19
|
|
0.01
|
|
0.20
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|||||||
Reconciliation of GAAP Results to Non-GAAP Measures
|
|||||||
(unaudited and in thousands)
|
|||||||
|
|
|
|
||||
Detail of Adjustments:
|
|
|
|
||||
|
Three Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Warehouse/manufacturing facility start-up costs
|
$
|
4,599
|
|
|
$
|
737
|
|
Plant closure related costs
|
2,263
|
|
|
—
|
|
||
Losses on terminated chilled desserts contract
|
—
|
|
|
1,472
|
|
||
Co-packer disruption
|
—
|
|
|
1,173
|
|
||
Cost of sales
|
6,862
|
|
|
3,382
|
|
||
|
|
|
|
||||
Gross profit
|
6,862
|
|
|
3,382
|
|
||
|
|
|
|
||||
Long-lived asset impairment charge associated with plant
|
4,236
|
|
|
—
|
|
||
Litigation and related expenses
|
569
|
|
|
—
|
|
||
Operating expenses
(a)
|
4,805
|
|
|
—
|
|
||
|
|
|
|
||||
Project Terra costs and other
|
10,333
|
|
|
4,850
|
|
||
Project Terra costs and other
|
10,333
|
|
|
4,850
|
|
||
|
|
|
|
||||
Accounting review and remediation costs, net of insurance proceeds
|
3,414
|
|
|
(1,358
|
)
|
||
Accounting review and remediation costs, net of insurance proceeds
|
3,414
|
|
|
(1,358
|
)
|
||
|
|
|
|
||||
Chief Executive Officer Succession Plan expense, net
|
19,553
|
|
|
—
|
|
||
Chief Executive Officer Succession Plan expense, net
|
19,553
|
|
|
—
|
|
||
|
|
|
|
||||
Operating income
|
44,967
|
|
|
6,874
|
|
||
|
|
|
|
||||
Unrealized currency losses (gains)
|
590
|
|
|
(3,419
|
)
|
||
Interest and other expenses (income), net
(b)
|
590
|
|
|
(3,419
|
)
|
||
|
|
|
|
||||
Income tax related adjustments
|
(12,779
|
)
|
|
(691
|
)
|
||
Benefit for income taxes
|
(12,779
|
)
|
|
(691
|
)
|
||
|
|
|
|
||||
Net income from continuing operations
|
$
|
32,778
|
|
|
$
|
2,764
|
|
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
|
|
December 31, 2017
|
|
March 31, 2018
|
|
June 30, 2018
|
||||||||||||||||||||||||||||||||
|
GAAP
|
Adjustments
|
Adjusted
|
|
GAAP
|
Adjustments
|
Adjusted
|
|
GAAP
|
Adjustments
|
Adjusted
|
|
GAAP
|
Adjustments
|
Adjusted
|
||||||||||||||||||||||||
Net sales
|
$
|
589,219
|
|
$
|
—
|
|
$
|
589,219
|
|
|
$
|
616,232
|
|
$
|
—
|
|
$
|
616,232
|
|
|
$
|
632,720
|
|
$
|
—
|
|
$
|
632,720
|
|
|
$
|
619,598
|
|
$
|
—
|
|
$
|
619,598
|
|
Cost of sales
|
465,831
|
|
(3,382
|
)
|
462,449
|
|
|
482,282
|
|
(5,832
|
)
|
476,450
|
|
|
499,707
|
|
(12,640
|
)
|
487,067
|
|
|
494,501
|
|
(5,346
|
)
|
489,155
|
|
||||||||||||
Gross profit
|
123,388
|
|
3,382
|
|
126,770
|
|
|
133,950
|
|
5,832
|
|
139,782
|
|
|
133,013
|
|
12,640
|
|
145,653
|
|
|
125,097
|
|
5,346
|
|
130,443
|
|
||||||||||||
Operating expenses
(a)
|
90,655
|
|
—
|
|
90,655
|
|
|
94,465
|
|
(4,151
|
)
|
90,314
|
|
|
95,615
|
|
(5,971
|
)
|
89,644
|
|
|
90,931
|
|
(4,969
|
)
|
85,962
|
|
||||||||||||
Project Terra costs and other
|
4,850
|
|
(4,850
|
)
|
—
|
|
|
4,069
|
|
(4,069
|
)
|
—
|
|
|
4,831
|
|
(4,831
|
)
|
—
|
|
|
6,999
|
|
(6,999
|
)
|
—
|
|
||||||||||||
Accounting review and remediation costs, net of insurance proceeds
|
(1,358
|
)
|
1,358
|
|
—
|
|
|
4,451
|
|
(4,451
|
)
|
—
|
|
|
3,313
|
|
(3,313
|
)
|
—
|
|
|
2,887
|
|
(2,887
|
)
|
—
|
|
||||||||||||
Goodwill impairment
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
7,700
|
|
(7,700
|
)
|
—
|
|
||||||||||||
Operating income
|
29,241
|
|
6,874
|
|
36,115
|
|
|
30,965
|
|
18,503
|
|
49,468
|
|
|
29,254
|
|
26,755
|
|
56,009
|
|
|
16,580
|
|
27,901
|
|
44,481
|
|
||||||||||||
Interest and other expense (income), net
(b)
|
3,155
|
|
3,419
|
|
6,574
|
|
|
5,719
|
|
286
|
|
6,005
|
|
|
5,222
|
|
1,465
|
|
6,687
|
|
|
10,742
|
|
(3,143
|
)
|
7,599
|
|
||||||||||||
Provision (benefit) for income taxes
|
7,484
|
|
691
|
|
8,175
|
|
|
(17,690
|
)
|
27,751
|
|
10,061
|
|
|
(1,310
|
)
|
11,946
|
|
10,636
|
|
|
10,629
|
|
(1,255
|
)
|
9,374
|
|
||||||||||||
Net income (loss) from continuing operations
|
18,613
|
|
2,764
|
|
21,377
|
|
|
43,130
|
|
(9,534
|
)
|
33,596
|
|
|
25,241
|
|
13,344
|
|
38,585
|
|
|
(4,556
|
)
|
32,299
|
|
27,743
|
|
||||||||||||
Net income (loss) from discontinued operations, net of tax
|
1,233
|
|
(1,233
|
)
|
—
|
|
|
3,973
|
|
(3,973
|
)
|
—
|
|
|
(12,555
|
)
|
12,555
|
|
—
|
|
|
(65,385
|
)
|
65,385
|
|
—
|
|
||||||||||||
Net income (loss)
|
19,846
|
|
1,531
|
|
21,377
|
|
|
47,103
|
|
(13,507
|
)
|
33,596
|
|
|
12,686
|
|
25,899
|
|
38,585
|
|
|
(69,941
|
)
|
97,684
|
|
27,743
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Diluted net income (loss) per common share from continuing operations
|
0.18
|
|
0.03
|
|
0.20
|
|
|
0.41
|
|
(0.09
|
)
|
0.32
|
|
|
0.24
|
|
0.13
|
|
0.37
|
|
|
(0.04
|
)
|
0.31
|
|
0.27
|
|
||||||||||||
Diluted net income (loss) per common share from
discontinued operations |
0.01
|
|
(0.01
|
)
|
—
|
|
|
0.04
|
|
(0.04
|
)
|
—
|
|
|
(0.12
|
)
|
0.12
|
|
—
|
|
|
(0.63
|
)
|
0.63
|
|
—
|
|
||||||||||||
Diluted net income (loss) per common share
|
0.19
|
|
0.01
|
|
0.20
|
|
|
0.45
|
|
(0.13
|
)
|
0.32
|
|
|
0.12
|
|
0.25
|
|
0.37
|
|
|
(0.67
|
)
|
0.94
|
|
0.27
|
|
THE HAIN CELESTIAL GROUP, INC.
|
|||||||||||||||
Reconciliation of GAAP Results to Non-GAAP Measures
|
|||||||||||||||
(unaudited and in thousands)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Detail of Adjustments:
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
|
||||||||||||||
|
September 30, 2017
|
|
December 31, 2017
|
|
March 31, 2018
|
|
June 30, 2018
|
||||||||
Warehouse/manufacturing facility start-up costs
|
$
|
737
|
|
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
3,024
|
|
2018 Project Terra SKU rationalization
|
—
|
|
|
—
|
|
|
4,913
|
|
|
—
|
|
||||
Plant closure related costs
|
—
|
|
|
697
|
|
|
3,246
|
|
|
2,015
|
|
||||
Recall and other related costs
|
—
|
|
|
—
|
|
|
273
|
|
|
307
|
|
||||
Machine break-down costs
|
—
|
|
|
—
|
|
|
317
|
|
|
—
|
|
||||
Losses on terminated chilled desserts contract
|
1,472
|
|
|
2,143
|
|
|
2,939
|
|
|
—
|
|
||||
Co-packer disruption
|
1,173
|
|
|
1,567
|
|
|
952
|
|
|
—
|
|
||||
Regulated packaging change
|
—
|
|
|
1,007
|
|
|
—
|
|
|
—
|
|
||||
Cost of sales
|
3,382
|
|
|
5,832
|
|
|
12,640
|
|
|
5,346
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
3,382
|
|
|
5,832
|
|
|
12,640
|
|
|
5,346
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Long-lived asset impairment charge associated with plant closure
|
—
|
|
|
3,451
|
|
|
4,839
|
|
|
111
|
|
||||
Intangibles impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
5,632
|
|
||||
Accelerated depreciation on software disposal
|
—
|
|
|
—
|
|
|
—
|
|
|
461
|
|
||||
Litigation and related expenses
|
—
|
|
|
—
|
|
|
235
|
|
|
780
|
|
||||
Warehouse/manufacturing facility start-up costs
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
||||
Stock-based compensation expense in connection with Chief Executive Officer Succession Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,203
|
)
|
||||
Toys "R" Us bad debt
|
—
|
|
|
—
|
|
|
897
|
|
|
—
|
|
||||
Stock-based compensation acceleration associated with Board of Directors
|
—
|
|
|
700
|
|
|
—
|
|
|
—
|
|
||||
Operating expenses
(a)
|
—
|
|
|
4,151
|
|
|
5,971
|
|
|
4,969
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Project Terra costs and other
|
4,850
|
|
|
4,069
|
|
|
4,831
|
|
|
6,999
|
|
||||
Project Terra costs and other
|
4,850
|
|
|
4,069
|
|
|
4,831
|
|
|
6,999
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Accounting review and remediation costs, net of insurance proceeds
|
(1,358
|
)
|
|
4,451
|
|
|
3,313
|
|
|
2,887
|
|
||||
Accounting review and remediation costs, net of insurance proceeds
|
(1,358
|
)
|
|
4,451
|
|
|
3,313
|
|
|
2,887
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Goodwill Impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
7,700
|
|
||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
7,700
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating income
|
6,874
|
|
|
18,503
|
|
|
26,755
|
|
|
27,901
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Unrealized currency (gains) losses
|
(3,419
|
)
|
|
(286
|
)
|
|
(1,465
|
)
|
|
3,143
|
|
||||
Interest and other expenses (income), net
(b)
|
(3,419
|
)
|
|
(286
|
)
|
|
(1,465
|
)
|
|
3,143
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax related adjustments
|
(691
|
)
|
|
(27,751
|
)
|
|
(11,946
|
)
|
|
1,255
|
|
||||
(Benefit) provision for income taxes
|
(691
|
)
|
|
(27,751
|
)
|
|
(11,946
|
)
|
|
1,255
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
2,764
|
|
|
$
|
(9,534
|
)
|
|
$
|
13,344
|
|
|
$
|
32,299
|
|