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| 8-K - FORM 8-K - HAIN CELESTIAL GROUP INC | v322198_8k.htm |
Exhibit 99.1
[THE HAIN CELESTIAL GROUP, INC. LOGO OMITTED]
Ira Lamel/Mary Anthes
The Hain Celestial Group, Inc.
631-730-2200
HAIN CELESTIAL ANNOUNCES RECORD FOURTH QUARTER
AND RECORD FISCAL YEAR 2012 RESULTS
Highest Operating Income in 19-Year History
Operating Free Cash Flow More Than Doubles to $101.5 Million
Provides Fiscal Year 2013 Guidance
Melville, NY, August 22, 2012—The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic products company providing consumers with A Healthy Way of Life™, today reported its results for the fourth quarter and fiscal year ended June 30, 2012.
Performance Highlights
Fourth Quarter Fiscal Year 2012
| · | Net sales from continuing operations up 22.3% over the same period in fiscal year 2011 |
| · | GAAP net income up 82.1%; adjusted net income up 31.8% |
| · | GAAP gross profit and adjusted gross profit up 14.7% |
| · | GAAP operating margin up 425 basis points; adjusted operating margin up 36 basis points |
| · | Diluted GAAP EPS of $0.50; adjusted EPS of $0.47 |
| · | Operating free cash flow was $36.8 million, increasing 152.3% over the same period in fiscal year 2011 |
Fiscal Year 2012
| · | Net sales from continuing operations up 24.3% over the same period in fiscal year 2011 |
| · | GAAP net income up 44.1%; adjusted net income up 34.7% |
| · | GAAP gross profit up 19.6%; adjusted gross profit up 19.5% |
| · | GAAP operating margin up 96 basis points; adjusted operating margin up 46 basis points |
| · | Diluted GAAP EPS of $1.73; adjusted EPS of $1.86 |
| · | Operating fee cash flow reached $101.5 million, increasing 115.3% over fiscal year 2011 |
Fourth Quarter 2012
The Company reported global net sales of $350.8 million from continuing operations, a 22.3% increase compared to net sales of $286.9 million in the fourth quarter of fiscal year 2011. The Company’s fourth quarter net sales do not include $23.0 million of net sales in 2012 and $5.2 million in 2011 from the private label chilled ready meals and Daily Bread™ sandwich businesses, which are both classified as discontinued operations. The Company’s growth came from continued sales momentum in the natural and organic sector across various classes of trade including natural, grocery, mass-market retailers, club stores and e-tailers along with contributions from strategic acquisitions. Strong brand contribution came from Earth’s Best®, Spectrum®, MaraNatha®, The Greek Gods®, Imagine®, Garden of Eatin’®, Arrowhead Mills®, Health Valley®, Linda McCartney®, Avalon Organics® as well as from the recently acquired Europe’s Best®, New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare®, Lovetub®, Sunripe® and Cully & Sully® brands.
For the fourth quarter, the Company earned $23.4 million in net income as compared to $12.8 million, a 82.1% increase from the prior year and reported diluted earnings per share of $0.50 compared to $0.28 in the prior year. Adjusted earnings per diluted share was $0.47 on adjusted net income of $21.7 million in the 2012 fourth quarter as compared to $0.36 per diluted share on adjusted net income of $16.5 million over the prior year fourth quarter. Adjusted net income and diluted earnings per share improved 31.8% and 30.6%, respectively, over the prior year fourth quarter. Adjusted net income excludes acquisition-related items and restructuring charges and results of discontinued operations.
“We finished fiscal year 2012 with strong results across our key performance measures as consumption in the United States accelerated during the year to the highest levels in the Company’s history as consumers continued to seek out our products. With new product innovation, increased sales opportunities in various channels of distribution and global geographies, along with productivity initiatives, our year ended with solid results across all of our segments,” said Irwin D. Simon, Founder, President and Chief Executive Officer of Hain Celestial.
Fiscal Year 2012
The Company reported global net sales of $1,378.2 billion from continuing operations, a 24.3% increase compared to net sales of $1,108.5 billion in fiscal year 2011. The Company’s 2012 fiscal year net sales does not include $73.7 million of net sales from private label chilled ready meals and Daily Bread sandwich operations, which are both classified as discontinued operations. The Company’s growth came from continued sales momentum in the natural and organic sector across various classes of trade along with contributions from strategic acquisitions. Strong brand contribution came from Earth’s Best®, Celestial Seasonings®, Spectrum®, MaraNatha®, The Greek Gods®, Imagine®, Garden of Eatin’®, Arrowhead Mills®, Health Valley®, DeBoles®, Sensible Portions®, Linda McCartney®, Avalon Organics® and Queen Helene® as well as from the recently acquired Danival®, GGUniqueFiber®, Europe’s Best®, New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare®, Lovetub®, Sunripe® and Cully & Sully® brands.
For the fiscal year, the Company earned $79.2 million in net income as compared to $55.0 million, a 44.1% increase from the prior year, and reported diluted earnings per share of $1.73 compared to $1.23 in the prior year. Adjusted earnings per diluted share was $1.86 on adjusted net income of $85.5 million in the 2012 fiscal year as compared to $1.43 per diluted share on adjusted net income of $63.5 million over the prior year fiscal year. Adjusted net income and diluted earnings per share improved 34.7% and 30.1%, respectively, over the prior fiscal year. The Company’s fiscal year adjusted net income excludes acquisition related items and restructuring charges.
Fiscal Year 2012 Highlights
The Company highlighted several of its accomplishments during fiscal year 2012.
| · | Completed three strategic acquisitions: |
| - | The Daniels Group in the United Kingdom with its leading brands New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare® desserts; |
| - | Cully & Sully® brand fresh chilled soups in Ireland; |
| - | Europe’s Best® frozen fruits and vegetables brand in Canada. |
| · | Integrated existing United Kingdom operations into Daniels Group forming Hain Daniels Group. |
| · | Integrated Danival® and GG UniqueFiber® acquisitions in Europe. |
| · | Introduced over 80 innovative new products. |
| · | Delivered in excess of $25 million in productivity savings to overcome input inflation. |
| · | Cash conversion improved by 12 days to 68 days with inventories improving by 10 days. |
| · | Operating free cash flow for fiscal year 2012 was $101.5 million. |
| · | Repaid $75 million of Daniels Group acquisition debt in eight months. |
| · | Market capitalization expansion of nearly 70% to $2.5 billion at June 30, 2012. |
Hain Daniels Group Initiatives
In a separate press release, the Company also announced (i) it has entered into an agreement to acquire certain packaged grocery brands of Premier Foods plc which upon completion will anchor a new Ambient Grocery Division; (ii) it has completed the sale of the private label chilled ready meals business which had been classified as a discontinued operation in the Company’s third quarter; and (iii) it has entered into a letter of intent to sell the Daily Bread sandwich business, which has been classified as a discontinued operation effective in the fourth quarter. The Company expects that the purchase of the Premier Foods brands will close by the end of October 2012, and further estimates that sales during the eight-month period from closing to June 30, 2013 will approximate $180 million with accretion in earnings per diluted share during that period approximating $0.25 before acquisition related charges. These sales and accretion estimates, which are expected to be updated upon closing of the transaction, are not included in the Company’s fiscal year 2013 guidance.
“I am pleased with the smart strategic acquisitions the Company has made. Our acquisitions of The Greek Gods® greek-style yogurt and Sensible Portions snacks have experienced double digit growth under Hain Celestial’s ownership over the past two years. This year, we integrated GG UniqueFiber crackers from Norway into our United States distribution and Danival organic products from France into Hain Celestial Europe. Most recently, our acquisition of Daniels Group in the United Kingdom has provided us with a strong base for fresh chilled products including soup, which we look forward to launching in the United States marketplace in the near future, as well as a platform to launch Linda McCartney chilled ready meals and The Greek Gods greek-style yogurt in the United Kingdom,” concluded Irwin Simon.
Fiscal Year 2013 Guidance
The Company provided the following guidance for its fiscal year 2013.
| · | Total net sales range of $1.600 billion to $1.615 billion in sales, approximating 10% to 11% growth over its annualized fiscal year 2012 sales base. |
| · | Earnings of $2.10 to $2.20 per diluted share. |
Guidance is provided for continuing operations on a non-GAAP basis and therefore excludes results of discontinued operations and acquisition and integration expenses that may be incurred during the Company’s fiscal year 2013, which the Company will continue to identify when it reports its financial results. Guidance excludes the impact of the above discussed pending acquisition of the Premier Foods brands and any future acquisitions not now contemplated. Historically, the Company’s sales and earnings are strongest in its second and third quarters.
Segment Results
The Company’s operations are now organized into geographic segments: United States, United Kingdom and Rest of World. Following is a summary of fourth-quarter and full year results by reportable segment. Segment results for the Company’s last three fiscal years and each of the quarters in 2012 have been prepared and reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2012. The Current Report on Form 8-K is available on the Company’s website under Investor Relations, SEC Filings.
| THE HAIN CELESTIAL GROUP, INC. | ||||||||||||||||||||
| Reportable Segment Results | ||||||||||||||||||||
| United | United | Rest of | Corporate/ | |||||||||||||||||
| States | Kingdom | World | Other | Consolidated | ||||||||||||||||
| Q4 FY 2012 Net sales | $ | 242,551 | $ | 56,709 | $ | 51,532 | $ | 350,792 | ||||||||||||
| Q4 FY 2011 Net sales | $ | 230,377 | $ | 10,506 | $ | 45,990 | $ | 286,873 | ||||||||||||
| % change - 2012 vs. 2012 | 5.3 | % | 439.8 | % | 12.1 | % | 22.3 | % | ||||||||||||
| Q4 FY 2012 Operating profit (loss) | $ | 36,720 | $ | 1,323 | $ | 4,666 | $ | 7,145 | $ | 49,854 | ||||||||||
| Q4 FY 2011 Operating profit (loss) | $ | 32,113 | $ | (596 | ) | $ | 3,554 | $ | (6,490 | ) | $ | 28,581 | ||||||||
| % change - 2012 vs. 2012 | 14.3 | % | 31.3 | % | 74.4 | % | ||||||||||||||
| Q4 FY 2012 Operating profit (loss) margin | 15.1 | % | 2.3 | % | 9.1 | % | 14.2 | % | ||||||||||||
| Q4 FY 2011 Operating profit (loss) margin | 13.9 | % | -5.7 | % | 7.7 | % | 10.0 | % | ||||||||||||
| FY 2012 Net sales | $ | 991,626 | $ | 192,352 | $ | 194,269 | $ | 1,378,247 | ||||||||||||
| FY 2011 Net sales | $ | 910,095 | $ | 39,284 | $ | 159,167 | $ | 1,108,546 | ||||||||||||
| % change - 2012 vs. 2012 | 9.0 | % | 389.6 | % | 22.1 | % | 24.3 | % | ||||||||||||
| FY 2012 Operating profit (loss) | $ | 149,791 | $ | 9,690 | $ | 13,347 | $ | (21,300 | ) | $ | 151,528 | |||||||||
| FY 2011 Operating profit (loss) | $ | 130,155 | $ | (4,844 | ) | $ | 9,787 | $ | (23,924 | ) | $ | 111,174 | ||||||||
| % change - 2012 vs. 2012 | 15.1 | % | 36.4 | % | 36.3 | % | ||||||||||||||
| FY 2012 Operating profit (loss) margin | 15.1 | % | 5.0 | % | 6.9 | % | 11.0 | % | ||||||||||||
| FY 2011 Operating profit (loss) margin | 14.3 | % | -12.3 | % | 6.1 | % | 10.0 | % | ||||||||||||
Webcast
Hain Celestial will host a conference call and webcast at 4:30 PM Eastern Time today to review its fourth quarter and fiscal year 2012 results. The conference call will be webcast and available under the Investor Relations section of the Company’s website at www.hain-celestial.com.
The Hain Celestial Group, Inc.
The Hain Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading natural and organic products company in North America and Europe. Hain Celestial participates in many natural categories with well-known brands that include Celestial Seasonings®, Earth’s Best®, Terra®, Garden of Eatin’®, Sensible Portions®, Health Valley®, Arrowhead Mills®, MaraNatha®, SunSpire®, DeBoles®, Gluten Free Café™, Hain Pure Foods®, Hollywood®, Spectrum Naturals®, Spectrum Essentials®, Walnut Acres Organic®, Imagine®, Almond Dream®, Rice Dream®, Soy Dream®, WestSoy®, The Greek Gods®, Ethnic Gourmet®, Yves Veggie Cuisine®, Europe’s Best®, Cully & Sully®, New Covent Garden Soup Co.®, Johnson’s Juice Co.®, Farmhouse Fare®, Linda McCartney®, Lima®, Danival®, GG UniqueFiber®, Natumi®, JASON®, Zia® Natural Skincare, Avalon Organics®, Alba Botanica®, Queen Helene® and Earth’s Best TenderCare®. Hain Celestial has been providing “A Healthy Way of Life™” since 1993. For more information, visit www.hain-celestial.com.
Safe Harbor Statement
This press release contains forward-looking statements under Rule 3b-6 of the Securities Exchange Act of 1934, as amended. 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. 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 forward-looking statements include the Company’s expectations relating to (i) the Company’s guidance for net sales and earnings per diluted share in fiscal year 2013; (ii) the Company’s plans to expand existing brands and product distribution and enter into new categories; and (iii) the acquisition of Premier Foods and the potential improvements to the Company's earnings resulting therefrom. These risks 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 2013 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 Company’s expectations for its business for fiscal year 2013 and its positioning for the future; 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, including its strategy for improving results in the United Kingdom and the integration of the Daniels Group acquisition; the ability of the Company’s joint venture investments, including Hain Pure Protein Corporation, to successfully execute their business plans; the Company’s ability to realize sustainable growth generally and from investment 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; competition; the success and cost of introducing new products as well as the Company’s ability to increase prices on existing products; the 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 materials and commodity costs; the effects on the Company’s results of operations from the impacts of foreign exchange; changes in, or the failure to comply with, government regulations; the availability of natural and organic ingredients; the loss of one or more of our manufacturing facilities; our ability to use our trademarks; reputational damage; product liability; seasonality; the Company’s reliance on its information technology systems; and 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, 2011. 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 income, adjusted operating income, adjusted diluted EPS, earnings before interest, taxes, depreciation, and amortization ("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 “Consolidated Statements of Income with Adjustments” for the three months and twelve months ended June 30, 2012 and 2011 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 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 and stock based compensation. Adjusted EBITDA is defined as net income before income taxes, net interest expense, depreciation and amortization, equity in the earnings of non-consolidated affiliates, stock based compensation and acquisition-related expenses and integration costs. 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- and twelve-month periods ended June 30, 2012 and 2011, EBITDA and adjusted EBITDA were calculated as follows:
| Three Months 6/30/12 | Three Months 6/30/11 | Fiscal Year 2012 | Fiscal Year 2011 | |||||||||||||
| Net income | $ | 23,390 | $ | 12,848 | $79, 225 | $ | 54,982 | |||||||||
| Income taxes | 8,201 | 8,707 | 39,343 | 37,308 | ||||||||||||
| Interest expense, net | 3,960 | 3,111 | 15,075 | 13,290 | ||||||||||||
| Depreciation and amortization | 8,089 | 6,463 | 30,460 | 24,124 | ||||||||||||
| Impairment of long lived assets | 15,098 | 0 | 15,098 | 0 | ||||||||||||
| Equity in earnings of non-consolidated affiliates | (293 | ) | 2,643 | (1,140 | ) | 2,148 | ||||||||||
| Stock based compensation | 1,970 | 1,743 | 8,291 | 9,031 | ||||||||||||
| EBITDA | 60,415 | 35,515 | 186,352 | 140,883 | ||||||||||||
| Acquisition related expenses and restructuring charges | (14,782 | ) | 34 | (7,281 | ) | 997 | ||||||||||
| Adjusted EBITDA | $ | 45,633 | $ | 35,549 | $ | 179,071 | $ | 141,880 | ||||||||
The Company defines Operating Free Cash Flow as cash provided from or used in operating activities (a GAAP measure) less capital expenditures. We view 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 12-month periods ended June 30, 2012 and 2011, operating free cash flow was calculated as follows:
| Twelve months 6/30/2012 | Twelve months 6/30/2011 | |||||||
| Cash flow provided by operating activities | $ | 121,960 | $ | 58,658 | ||||
| Purchases of property, plant and equipment | (20,427 | ) | (11,490 | ) | ||||
| Operating free cash flow | $ | 101,553 | $ | 47,168 | ||||
| THE HAIN CELESTIAL GROUP, INC. | ||||||||||||
| Consolidated Balance Sheets | ||||||||||||
| (In thousands) | ||||||||||||
| June 30, | June 30, | |||||||||||
| 2012 | 2011 | |||||||||||
| (Unaudited) | ||||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | $ | 29,895 | $ | 27,517 | ||||||||
| Trade receivables, net | 166,677 | 139,803 | ||||||||||
| Inventories | 186,440 | 170,739 | ||||||||||
| Deferred income taxes | 15,834 | 13,993 | ||||||||||
| Other current assets | 19,864 | 14,306 | ||||||||||
| Assets of business held for sale | 30,098 | 4,708 | ||||||||||
| Total current assets | 448,808 | 371,066 | ||||||||||
| Property, plant and equipment, net | 148,475 | 110,423 | ||||||||||
| Goodwill, net | 704,782 | 565,879 | ||||||||||
| Trademarks and other intangible assets, net | 310,378 | 207,384 | ||||||||||
| Investments and joint ventures | 45,100 | 50,557 | ||||||||||
| Other assets | 18,276 | 12,644 | ||||||||||
| Assets of business held for sale - noncurrent | - | 15,551 | ||||||||||
| Total assets | $ | 1,675,819 | $ | 1,333,504 | ||||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued expenses | $ | 184,103 | $ | 162,712 | ||||||||
| Income taxes payable | 5,074 | 2,925 | ||||||||||
| Current portion of long-term debt | 296 | 633 | ||||||||||
| Liabilities of business held for sale | 13,336 | 4,413 | ||||||||||
| Total current liabilities | 202,809 | 170,683 | ||||||||||
| Deferred income taxes | 109,859 | 51,921 | ||||||||||
| Other noncurrent liabilities | 8,261 | 13,661 | ||||||||||
| Long-term debt, less current portion | 390,288 | 229,540 | ||||||||||
| Long-term liabilities of business held for sale | - | 996 | ||||||||||
| Total liabilities | 711,217 | 466,801 | ||||||||||
| Stockholders' equity: | ||||||||||||
| Common stock | 462 | 451 | ||||||||||
| Additional paid-in capital | 616,197 | 582,972 | ||||||||||
| Retained earnings | 375,111 | 295,886 | ||||||||||
| Treasury stock | (21,785 | ) | (19,750 | ) | ||||||||
| Accumulated other comprehensive income | (5,383 | ) | 7,144 | |||||||||
| Total stockholders' equity | 964,602 | 866,703 | ||||||||||
| Total liabilities and stockholders' equity | $ | 1,675,819 | $ | 1,333,504 | ||||||||
| 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, | |||||||||||||||
| 2012 | 2011 | 2012 | 2011 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Net sales | $ | 350,792 | $ | 286,873 | $ | 1,378,247 | $ | 1,108,546 | ||||||||
| Cost of sales | 257,392 | 205,455 | 995,777 | 788,709 | ||||||||||||
| Gross profit | 93,400 | 81,418 | 382,470 | 319,837 | ||||||||||||
| Selling, general and administrative expenses | 57,171 | 52,803 | 237,595 | 208,610 | ||||||||||||
| Acquisition related expenses including integration and restructuring charges | (13,625 | ) | 34 | (6,653 | ) | 53 | ||||||||||
| Operating income | 49,854 | 28,581 | 151,528 | 111,174 | ||||||||||||
| Interest expense and other expenses | 4,950 | 3,449 | 17,300 | 12,247 | ||||||||||||
| Income before income taxes and equity in earnings of equity-method investees | 44,904 | 25,132 | 134,228 | 98,927 | ||||||||||||
| Income tax provision | 9,522 | 8,832 | 41,154 | 37,808 | ||||||||||||
| After-tax (income) loss of equity-method investees | (293 | ) | 2,643 | (1,140 | ) | 2,148 | ||||||||||
| Income from continuing operations | 35,675 | 13,657 | 94,214 | 58,971 | ||||||||||||
| Loss from discontinued operations, net of tax | (12,285 | ) | (809 | ) | (14,989 | ) | (3,989 | ) | ||||||||
| Net income | $ | 23,390 | $ | 12,848 | $ | 79,225 | $ | 54,982 | ||||||||
| Basic net income per share: | ||||||||||||||||
| From continuing operations | $ | 0.80 | $ | 0.31 | $ | 2.12 | $ | 1.37 | ||||||||
| From discontinued operations | (0.27 | ) | (0.02 | ) | (0.34 | ) | (0.09 | ) | ||||||||
| Net income per share - basic | $ | 0.52 | $ | 0.29 | $ | 1.79 | $ | 1.27 | ||||||||
| Diluted net income per share: | ||||||||||||||||
| From continuing operations | $ | 0.77 | $ | 0.30 | $ | 2.05 | $ | 1.32 | ||||||||
| From discontinued operations | (0.26 | ) | (0.02 | ) | (0.33 | ) | (0.09 | ) | ||||||||
| Net income per share - diluted | $ | 0.50 | $ | 0.28 | $ | 1.73 | $ | 1.23 | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 44,846 | 43,705 | 44,360 | 43,165 | ||||||||||||
| Diluted | 46,392 | 45,184 | 45,847 | 44,537 | ||||||||||||
| THE HAIN CELESTIAL GROUP, INC. | ||||||||||||||||
| Consolidated Statements of Income With Adjustments | ||||||||||||||||
| Reconciliation of GAAP Results to Non-GAAP Presentation | ||||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||
| 2012 GAAP | Adjustments | 2012 Adjusted | 2011 Adjusted | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Net sales | $ | 350,792 | - | $ | 350,792 | $ | 286,873 | |||||||||
| Cost of Sales | 257,392 | - | 257,392 | 205,455 | ||||||||||||
| Gross profit | 93,400 | - | 93,400 | 81,418 | ||||||||||||
| Selling, general and administrative expenses | 57,171 | - | 57,171 | 52,803 | ||||||||||||
| Acquisition related (income) expenses including integration and restructuring charges | (13,625 | ) | 13,625 | - | - | |||||||||||
| Operating income | 49,854 | (13,625 | ) | 36,229 | 28,615 | |||||||||||
| Interest and other expenses, net | 4,950 | (63 | ) | 4,887 | 3,136 | |||||||||||
| Income before income taxes and equity in earnings of equity-method investees | 44,904 | (13,562 | ) | 31,342 | 25,479 | |||||||||||
| Income tax provision | 9,522 | 376 | 9,898 | 9,874 | ||||||||||||
| After-tax (income) loss of equity-method investees | (293 | ) | - | (293 | ) | (886 | ) | |||||||||
| Income from continuing operations | 35,675 | (13,938 | ) | 21,737 | 16,491 | |||||||||||
| Loss from discontinued operations, net of tax | (12,285 | ) | 12,285 | - | - | |||||||||||
| Net income | $ | 23,390 | $ | (1,653 | ) | $ | 21,737 | $ | 16,491 | |||||||
| Basic net income per share | $ | 0.52 | $ | (0.04 | ) | $ | 0.48 | $ | 0.38 | |||||||
| Diluted net income per share | $ | 0.50 | $ | (0.04 | ) | $ | 0.47 | $ | 0.36 | |||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 44,846 | 44,846 | 43,705 | |||||||||||||
| Diluted | 46,392 | 46,392 | 45,184 | |||||||||||||
| FY 2012 | FY 2011 | |||||||||||||||
| Impact on Income Before Income Taxes | Impact on Income Tax Provision | Impact on Income Before Income Taxes | Impact on Income Tax Provision | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Acquisition related integration costs | - | - | - | |||||||||||||
| Cost of sales | - | - | - | - | ||||||||||||
| Acquisition related fees and expenses and restructuring charges | $ | 1,689 | $ | 305 | $ | 524 | $ | 188 | ||||||||
| Contingent consideration (income) | (15,527 | ) | - | (490 | ) | 33 | ||||||||||
| Severance and other reorganization costs | 213 | 53 | ||||||||||||||
| Acquisition related expenses and restructuring charges | (13,625 | ) | 358 | 34 | 221 | |||||||||||
| Accretion on acquisition related contingent consideration | 63 | 18 | 313 | (179 | ) | |||||||||||
| Interest and other expenses, net | 63 | 18 | 313 | (179 | ) | |||||||||||
| Net (income) loss from HPP discontinued operation | - | - | 3,529 | - | ||||||||||||
| After-tax (income) loss of equity-method investees | - | - | 3,529 | - | ||||||||||||
| Decrease in unrecognized tax benefits | - | - | 1,000 | |||||||||||||
| Nondeductible acquisition related transaction expenses | ||||||||||||||||
| Income tax provision | - | - | - | 1,000 | ||||||||||||
| Loss from discontinued operations | 12,285 | - | 809 | - | ||||||||||||
| Total adjustments | $ | (1,277 | ) | $ | 376 | $ | 4,685 | $ | 1,042 | |||||||
| THE HAIN CELESTIAL GROUP, INC. | ||||||||||||||||
| Consolidated Statements of Income With Adjustments | ||||||||||||||||
| Reconciliation of GAAP Results to Non-GAAP Presentation | ||||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||||
| Twelve Months Ended June 30, | ||||||||||||||||
| 2012 GAAP | Adjustments | 2012 Adjusted | 2011 Adjusted | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Net sales | $ | 1,378,247 | - | $ | 1,378,247 | $ | 1,108,546 | |||||||||
| Cost of Sales | 995,777 | - | 995,777 | 788,505 | ||||||||||||
| Gross profit | 382,470 | - | 382,470 | 320,041 | ||||||||||||
| Selling, general and administrative expenses | 237,595 | - | 237,595 | 208,610 | ||||||||||||
| Acquisition related (income) expenses including integration and restructuring charges | (6,653 | ) | 6,653 | - | - | |||||||||||
| Operating income | 151,528 | (6,653 | ) | 144,875 | 111,431 | |||||||||||
| Interest and other expenses, net | 17,300 | (735 | ) | 16,565 | 10,560 | |||||||||||
| Income before income taxes and equity in earnings of equity-method investees | 134,228 | (5,918 | ) | 128,310 | 100,871 | |||||||||||
| Income tax provision | 41,154 | 2,751 | 43,905 | 39,100 | ||||||||||||
| After-tax (income) loss of equity-method investees | (1,140 | ) | 77 | (1,063 | ) | (1,703 | ) | |||||||||
| Income from continuing operations | 94,214 | (8,746 | ) | 85,468 | 63,474 | |||||||||||
| Loss from discontinued operations, net of tax | (14,989 | ) | 14,989 | - | - | |||||||||||
| Net income | $ | 79,225 | $ | 6,243 | $ | 85,468 | $ | 63,474 | ||||||||
| Basic net income per share | $ | 1.79 | $ | 0.14 | $ | 1.93 | $ | 1.47 | ||||||||
| Diluted net income per share | $ | 1.73 | $ | 0.14 | $ | 1.86 | $ | 1.43 | ||||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | 44,360 | 44,360 | 43,165 | |||||||||||||
| Diluted | 45,847 | 45,847 | 44,537 | |||||||||||||
| FY 2012 | FY 2011 | |||||||||||||||
| Impact on Income Before Income Taxes | Impact on Income Tax Provision | Impact on Income Before Income Taxes | Impact on Income Tax Provision | |||||||||||||
| (Unaudited) | ||||||||||||||||
| Acquisition related integration costs | - | - | $ | 204 | $ | 69 | ||||||||||
| Cost of sales | - | - | 204 | 69 | ||||||||||||
| Acquisition related fees and expenses and restructuring charges | $ | 7,684 | $ | 2,508 | 3,548 | 1,227 | ||||||||||
| Contingent consideration (income) | (14,627 | ) | 338 | (4,177 | ) | (1,331 | ) | |||||||||
| Severance and other reorganization costs | 290 | 74 | 682 | 21 | ||||||||||||
| Acquisition related expenses and restructuring charges | (6,653 | ) | 2,920 | 53 | (83 | ) | ||||||||||
| Accretion on acquisition related contingent consideration | 735 | 189 | 1,687 | 306 | ||||||||||||
| Interest and other expenses, net | 735 | 189 | 1,687 | 306 | ||||||||||||
| Net (income) loss from HPP discontinued operation | (77 | ) | 3,851 | - | ||||||||||||
| After-tax (income) loss of equity-method investees | (77 | ) | - | 3,851 | - | |||||||||||
| Decrease in unrecognized tax benefits | - | 820 | - | 1,000 | ||||||||||||
| Nondeductible acquisition related transaction expenses | - | (1,178 | ) | - | ||||||||||||
| Income tax provision | - | (358 | ) | - | 1,000 | |||||||||||
| Loss from discontinued operations | 14,989 | - | 3,989 | - | ||||||||||||
| Total adjustments | $ | 8,994 | $ | 2,751 | $ | 9,784 | $ | 1,292 | ||||||||