ACQUISITIONS

The Company accounts for acquisitions in accordance with ASC 805, Business Combinations. The results of operations of the acquisitions have been included in the consolidated results from their respective dates of acquisition. The purchase price of each acquisition is allocated to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. Acquisitions may include contingent consideration, the fair value of which is estimated on the acquisition date as the present value of the expected contingent payments, determined using weighted probabilities of possible payments. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company specific information and projections which are not observable in the market and are thus considered Level 3 measurements as defined by authoritative guidance. The excess of the purchase price over the fair value of the identified assets and liabilities has been recorded as goodwill.

The costs related to all acquisitions have been expensed as incurred and are included in “Acquisition related expenses, restructuring and integration charges” in the Consolidated Statements of Income. Acquisition-related costs of $3,724, $5,731 and $7,238 were expensed in the fiscal years ended June 30, 2016, 2015 and 2014, respectively. The expenses incurred during fiscal 2016 and 2015 primarily related to professional fees and other transaction related costs associated with our recent acquisitions and during fiscal 2014 primarily related to professional fees and stamp duty associated with the acquisition of Tilda (as defined below).

Fiscal 2016

On December 21, 2015, the Company acquired Orchard House Foods Limited (“Orchard House”), a leader in pre-cut fresh fruit, juices, fruit desserts and ingredients with facilities in Corby and Gateshead in the United Kingdom. Orchard House supplies leading retailers, on-the-go food outlets, food service providers and manufacturers in the United Kingdom. Consideration for the transaction consisted of cash, net of cash acquired, totaling £76,923 (approximately $114,113 at the transaction date exchange rate). The acquisition was funded with borrowings under the Credit Agreement (as defined in Note 10, Debt and Borrowings). Additionally, contingent consideration of up to £3,000 was potentially payable to the sellers based on the outcome of a review by the Competition and Markets Authority (“CMA”) in the United Kingdom. As a result of this review, the Company agreed to divest certain portions of its own-label juice business in the fourth quarter of fiscal 2016. On September 15, 2016, the contingent consideration obligation referenced above was settled in the amount of £1,500 ($2,225 at the transaction date exchange rate). Orchard House is included in the United Kingdom operating and reportable segment. Net sales and income before income taxes attributable to the Orchard House acquisition and included in our consolidated results were $88,580 and $4,622, respectively, for the fiscal year ended June 30, 2016.

On July 24, 2015, the Company acquired Formatio Beratungs- und Beteiligungs GmbH and its subsidiaries (“Mona”), a leader in plant-based foods and beverages with facilities in Germany and Austria. Mona offers a wide range of organic and natural products under the Joya^® and Happy^® brands, including soy, oat, rice and nut based drinks as well as plant-based yogurts, desserts, creamers, tofu and private label products, sold to leading retailers in Europe, primarily in Austria and Germany and eastern European countries. Consideration for the transaction consisted of cash, net of cash acquired, totaling €22,753 (approximately $24,948 at the transaction date exchange rate) and 240 shares of the Company’s common stock valued at $16,308. Also included in the acquisition was the assumption of net debt totaling €16,252. The cash portion of the purchase price was funded with borrowings under our Credit Agreement. Mona is included in the Europe operating segment which is part of the Rest of World reportable segment. Net sales and income before income taxes attributable to the Mona acquisition and included in our consolidated results were $58,767 and $3,464, respectively, for the fiscal year ended June 30, 2016.

The following table summarizes the components of the purchase price allocations for the fiscal 2016 acquisitions:



	Mona			Orchard House			Total
Purchase Price:
Cash paid, net of cash acquired	$	24,948		$	114,113		$	139,061
Equity issued	16,308			—			16,308
Fair value of contingent consideration	—			2,225			2,225
	$	41,256		$	116,338		$	157,594
Allocation:
Current assets, excluding cash acquired	$	17,526		$	18,960		$	36,486
Property, plant and equipment	16,583			18,594			35,177
Other long term assets	226			—			226
Identifiable intangible assets	14,803			54,888			69,691
Deferred taxes	(1,012		)	(9,463		)	(10,475		)
Assumed liabilities	(27,651		)	(23,660		)	(51,311		)
Goodwill	20,781			57,019			77,800
	$	41,256		$	116,338		$	157,594

The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Identifiable intangible assets acquired consisted of customer relationships valued at $58,726 with a weighted average estimated useful life of 15 years and trade names valued at $10,965 with indefinite lives. The goodwill represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including use of the Company’s existing infrastructure to expand sales of the acquired business’ products and to expand sales of the Company’s existing products into new regions. The goodwill recorded as a result of these acquisitions is not expected to be deductible for tax purposes.

The following table provides unaudited pro forma results of continuing operations for the fiscal years ended June 30, 2016 and 2015, as if the acquisitions of Orchard House and Mona had been completed at the beginning of fiscal 2015. The information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results.



	Fiscal Year Ended June 30,
	2016		2015
Net sales from continuing operations	$	2,973,872	$	2,947,536
Net income from continuing operations	$	51,270	$	177,435
Net income per common share from continuing operations - diluted	$	0.49	$	1.71

Fiscal 2015

On July 17, 2014, the Company acquired the remaining 51.3% of Hain Pure Protein Corporation (“HPPC”) that it did not already own, at which point HPPC became a wholly-owned subsidiary. HPPC processes, markets and distributes antibiotic-free, organic and other poultry products. HPPC held a 19% interest in EK Holdings, Inc. (“Empire”), which grows, processes and sells kosher poultry and other products. Consideration in the transaction consisted of cash totaling $20,310, net of cash acquired, and 462,856 shares of the Company’s common stock valued at $19,690. The cash consideration paid was funded with then-existing cash balances. Additionally, HPPC’s existing bank borrowings were repaid on September 30, 2014 with proceeds from borrowings under the Credit Agreement . The carrying amount of the pre-existing 48.7% investment in HPPC as of June 30, 2014 was $29,327. Due to the acquisition of the remaining 51.3% of HPPC, the Company adjusted the carrying amount of its pre-existing investment to its fair value. This resulted in a gain of $6,747 recorded in “Gain on sale of business” in the Consolidated Statements of Income. HPPC is its own operating segment which is part of the Hain Pure Protein reportable segment. Net sales and income before income taxes attributable to the HPPC acquisition and included in our consolidated results were $290,593 and $26,649 respectively, for the fiscal year ended June 30, 2015.

On February 20, 2015, the Company acquired Belvedere International, Inc. (“Belvedere”), a leader in health and beauty care products including the Live Clean^® brand with approximately 200 baby, body and hair care products as well as several mass market brands sold primarily in Canada and manufactured in a company facility in Mississauga, Ontario, Canada. Consideration in the transaction consisted of cash totaling C$17,454 ($13,988 at the transaction date exchange rate), net of cash acquired, which included debt that was repaid at closing, and was funded with then-existing cash balances. Additionally, contingent consideration of up to a maximum of C$4,000 was payable based on the achievement of specified operating results during the two consecutive one-year periods following the closing date. In both the fourth quarter of fiscal 2016 and 2017, the Company paid C$2,000 in settlement of the Belvedere contingent consideration obligation. Belvedere is included in our Canada operating segment, which is part of the Rest of World reportable segment. Net sales and income before income taxes attributable to the Belvedere acquisition and included in our consolidated results were not material in the fiscal year ended June 30, 2015.

On March 4, 2015, the Company acquired the remaining 81% of Empire that it did not already own, at which point Empire became a wholly-owned subsidiary. Consideration in the transaction consisted of cash totaling $57,595, net of cash acquired, which included debt that was repaid at closing. The acquisition was funded with borrowings under the Credit Agreement. The carrying amount of the pre-existing 19% investment in Empire as of March 4, 2015 was $6,864. Due to the acquisition of the remaining 81% of Empire, the Company adjusted the carrying amount of its pre-existing investment to its fair value. This resulted in a gain of $2,922 recorded in “Gain on sale of business” in the Consolidated Statements of Income. Empire is its own operating segment which is part of the Hain Pure Protein reportable segment. Net sales and income before income taxes attributable to the Empire acquisition and included in our consolidated results were $46,604 and $4,752 respectively, for the fiscal year ended June 30, 2015.

The following table summarizes the components of the purchase price allocations for the fiscal 2015 acquisitions (as revised):



	HPPC			Belvedere			Empire			Total
Carrying value of pre-existing interest, after fair value adjustments:	$	36,074		$	—		$	9,786		$	45,860
Purchase Price:
Cash paid, net of cash acquired	20,310			13,988			57,595			91,893
Equity issued	19,690			—			—			19,690
Fair value of contingent consideration	—			1,603			—			1,603
	$	76,074		$	15,591		$	67,381		$	159,046
Allocation:
Current assets, excluding cash acquired	$	50,464		$	10,542		$	19,774		$	80,780
Property, plant and equipment	29,599			2,598			12,334			44,531
Other assets	7,288			—			—			7,288
Identifiable intangible assets	20,700			5,850			34,800			61,350
Deferred taxes	490			(3,890		)	(14,764		)	(18,164		)
Assumed liabilities	(42,332		)	(1,825		)	(15,987		)	(60,144		)
Goodwill	9,865			2,316			31,224			43,405
	$	76,074		$	15,591		$	67,381		$	159,046

The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Identifiable intangible assets acquired consisted of customer relationships valued at $15,903 with a weighted average estimated useful life of 11 years, a patent valued at $1,700 with an estimated life of 9 years, and trade names valued at $43,747 with indefinite lives. The goodwill represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including use of the Company’s existing infrastructure to expand sales of the acquired business’ products. The goodwill recorded as a result of these acquisitions is not expected to be deductible for tax purposes.

The following table provides unaudited pro forma results of continuing operations for the fiscal years ended June 30, 2015 and 2014, as if the acquisitions completed in fiscal 2015 (HPPC, Belvedere and Empire) had been completed at the beginning of fiscal year 2014. The information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the combined company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results, which include amortization expense associated with acquired identifiable intangible assets and the impact of reversing our previously recorded equity in HPPC’s net income as prior to the date of acquisition, HPPC was accounted for under the equity-method of accounting.



	Fiscal Year Ended June 30,
	2015 (Revised)		2014 (Revised)
Net sales from continuing operations	$	2,718,466	$	2,512,384
Net income from continuing operations	$	168,196	$	138,286
Net income per common share from continuing operations - diluted	$	1.63	$	1.38

Fiscal 2014

On April 28, 2014, the Company acquired Charter Baking Company, Inc. and its subsidiary Rudi’s Organic Bakery, Inc. (“Rudi’s”), a leading organic and gluten-free company with facilities in Boulder, Colorado. Under the Rudi’s Organic Bakery^® and Rudi’s Gluten-Free Bakery brands, Rudi’s offers a range of approximately 60 products including USDA certified organic breads, buns, bagels, tortillas, wraps and soft pretzels and various gluten-free products including breads, buns, pizza crusts, tortillas, snack bars and stuffing in the United States and Canada. Consideration in the transaction consisted of cash totaling $50,807, net of cash acquired, and 267,488 shares of the Company’s common stock valued at $11,168. The cash consideration paid was funded with borrowings under the Credit Agreement. Rudi’s is included in the United States operating and reportable segment. Net sales and income before income taxes attributable to the Rudi’s acquisition and included in our consolidated results were not material in the fiscal year ended June 30, 2014.

On January 13, 2014, the Company acquired Tilda Limited (“Tilda”), a leading premium 100% branded Basmati and specialty rice products company. Tilda offers a range of over 60 dry rice and ready-to-heat branded products under the Tilda^®brand and other names to consumers in over 40 countries, principally in the United Kingdom, the Middle East and North Africa, Continental Europe, North America and India. On June 18, 2014, the Company also completed the acquisition of certain assets of Tilda Riceland Limited in India. Consideration in these transactions consisted of cash totaling $123,822, net of cash acquired and based on the exchange rates in effect at the respective transaction dates, 3,292,346 shares of the Company’s common stock valued at $148,353 and deferred consideration (the “Vendor Loan Note”) for £20,000 ($32,958 at the transaction date exchange rate) issued by the Company and payable within one year following completion of the acquisition, with a portion being payable in Company shares at the Company’s option. On January 13, 2015, the Company paid £10,000 ($15,114 at the transaction date exchange rate and which was funded with existing cash balances) and issued 266,984 shares of the Company’s common stock in full repayment of this obligation. As a result, the Company recorded a realized foreign currency gain of $3,397 which represents the change in foreign currency rates from the acquisition date through the repayment date. The gain is included as a component of “Other (income)/expense, net” on the Consolidated Statements of Income. The cash consideration paid for the initial purchase price was funded with borrowings under the Credit Agreement. Tilda is its own operating segment which is part of the United Kingdom reportable segment. Net sales and income before income taxes attributable to the Tilda acquisition and included in our consolidated results were $101,119 and $12,909 respectively, for the fiscal year ended June 30, 2014.

The following table summarizes the components of the purchase price allocations for the fiscal 2014 acquisitions (as revised):



	Tilda			Rudi’s			Total
Purchase price:
Cash paid, net of cash acquired	$	123,822		$	50,807		$	174,629
Equity issued	148,353			11,168			159,521
Vendor Loan Note	32,958			—			32,958
	$	305,133		$	61,975		$	367,108
Allocation:
Current assets, excluding cash acquired	$	88,470		$	8,158		$	96,628
Property, plant and equipment	39,806			3,774			43,580
Identifiable intangible assets	124,549			27,514			152,063
Assumed liabilities	(93,743		)	(6,690		)	(100,433		)
Deferred income taxes	(26,527		)	1,932			(24,595		)
Goodwill	172,578			27,287			199,865
	$	305,133		$	61,975		$	367,108

The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management. Identifiable intangible assets acquired consist principally of customer relationships valued at $41,976 with a weighted average estimated useful life of 13 years and trade names valued at $110,087 with indefinite lives. The goodwill represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including use of the Company’s existing infrastructure to expand sales of the acquired business’ products. The goodwill recorded as a result of the acquisitions is not expected to be deductible for tax purposes.

The following table provides unaudited pro forma results of continuing operations for the fiscal year ended June 30, 2014, as if the acquisitions completed in fiscal 2014 (Rudi’s and Tilda) had been completed at the beginning of fiscal year 2014. The information has been provided for illustrative purposes only and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented or that will be achieved by the Company in the future. The pro forma information has been adjusted to give effect to items that are directly attributable to the transactions and are expected to have a continuing impact on the combined results, which include amortization expense associated with acquired identifiable intangible assets and interest expense associated with bank borrowings to fund the acquisitions.



	Fiscal Year Ended June 30, 2014 (Revised)
Net sales from continuing operations	$	2,264,751
Net income from continuing operations	$	141,605
Net income per common share from continuing operations - diluted	$	1.40