Unassociated 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): May 5, 2010
————————————
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.)
|
58
South Service Road, Melville, NY 11747
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (631) 730-2200
Not
Applicable
(Former
name or former address, if changed since last report)
————————————
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
The
information contained in this Current Report on Form 8-K, including the exhibit
attached hereto, is being furnished pursuant to Item 2.02, "Results of
Operations and Financial Condition." This information shall not be deemed to be
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange
Act"), or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
On May 5,
2010, The Hain Celestial Group, Inc. issued a press release announcing financial
results for its third quarter ended March 31, 2010. The press
release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits. The following exhibits are
filed herewith:
Exhibit
No.
|
Description
|
99.1
|
Press
Release dated May 5, 2010.
|
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: May 5,
2010
THE
HAIN CELESTIAL GROUP, INC.
|
(Registrant)
|
|
|
By: /s/
Ira
J. Lamel
|
Name:
Ira J. Lamel
|
Title: Executive
Vice President and
Chief Financial
Officer
|
|
Unassociated Document
[THE HAIN
CELESTIAL GROUP LOGO OMITTED]
Contacts:
Ira
Lamel/Mary Anthes
The Hain
Celestial Group, Inc.
HAIN
CELESTIAL THIRD QUARTER RESULTS
Solid
Performance from North American and
Continental
European Operations
Consumption
Trends Continued to Improve
Operating
Free Cash Flow Remained Strong Improving by
$83.9
Million in the 12-Months Ended March 31, 20101
Agreement
in Principle to Acquire Sensible Portions® Brand
Hain
Pure Protein to Divest its Kosher Valley® Brand
Melville, NY, May 5, 2010—The
Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic
products company providing consumers with A Healthy Way of Life™, today reported
results for the third quarter ended March 31, 2010. The Company also
announced that it has reached an agreement in principle to acquire the assets
and business of World Gourmet Marketing, LLC, producer and marketer of Sensible
Portions® Veggie Straws™ and Pita Bites™ and that Hain Pure Protein (“HPP”), a
joint venture where the Company holds a 48.7% interest, will divest its Kosher
Valley® brand.
Net sales
in the third quarter totaled $222,098,000 versus $234,582,000 in the prior year
period after excluding net sales of $30,346,000 by HPP1. Total
net sales on a GAAP basis in the prior year quarter amounted to $264,928,000
including HPP, which was then a consolidated subsidiary. Net sales in
the current year third quarter were negatively affected by a total of
approximately $24,000,000 as a result of inventory reductions at two major
distributors and the phasing out of the supply of fresh sandwiches to Marks and
Spencer in the United Kingdom, offset by $4,814,000 of favorable changes in
exchange rates for foreign currencies.
“Our
consumption trends improved across our branded business during the third quarter
led by our operations in the United States and followed by Canada and Europe, as
consumers continue to see healthy eating and living as a way of
life. I’m pleased with the top line growth in Europe at 9% and the UK
at 21%2,” said
Irwin D. Simon, President and Chief Executive Officer. “Despite
inventory reductions at key distributors, our sales momentum gained in the
natural, mass market and specialty channels while the grocery channel showed
signs of improving trends. Our productivity and efficiencies
continued to positively impact our margins, where we believe there is more room
to improve, and the strength of our operations enabled us to generate healthy
cash flow to maintain a strong balance sheet and reduce our debt.”
1 See Non-GAAP
Financial Measures and related Reconciliation of GAAP Results to Non-GAAP
Presentation
2 Excludes
$7,000,000 of fiscal year 2009 sales to Marks and Spencer
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
“Our
focus on driving profitable consumption growth was evident in our third quarter
results,” commented John Carroll, Chief Executive Officer, Hain Celestial
US. “All US business units experienced consumption growth led by
double digit increases from our Imagine®, Terra® , DeBoles®, Spectrum Naturals®
and MaraNatha® brands as well as our Alba® personal care brand, followed by
single digit increases from our Celestial Seasonings® brand, Dream™ non-dairy
beverages, Earth’s Best® baby food as well as our Avalon® personal care
brands.”
The
Company reported GAAP net income of $2,656,000, or $0.06 per share, which
includes a non-cash charge for the recording of a valuation allowance on
deferred tax assets in the United Kingdom. Net income adjusted to
exclude this charge was $9,740,000, or $0.24 per share. During the
quarter, the Company also absorbed $1,161,000 ($721,000 after tax), or $0.02 per
share, related to litigation, and $701,000 after tax, or $0.02 per share,
related to operating losses at HPP’s Kosher Valley brand. In the
prior year quarter the Company incurred a net loss of $41,150,000, or $1.01 per
share, which was driven by non-cash impairment charges against goodwill and
intangible assets related to the Company’s European and HPP reporting
units.
“We
expect our UK operations will become profitable; however, accounting guidance
requires that we take a charge against our recorded deferred tax assets now
despite the potential that we may benefit from them in the future. We
believe that we are experiencing a turnaround in our frozen food and food-to-go
operations, as they win new business opportunities,” commented Irwin
Simon.
The
Company’s gross profit increased 24 basis points to 27.69% of net sales in the
third quarter, from 27.45% in the year ago period, after adjusting the prior
year quarter for the gross profit of HPP1. The
prior year gross profit reported under GAAP was 22.6%. The gross
profit improvement was primarily driven by a favorable mix of sales of higher
margin products in the US, a more normalized cost environment and continued
improvements from productivity initiatives. In addition, the
Company’s gross margins in Canada benefited from a stronger Canadian
currency.
Selling,
general and administrative expenses (“SG&A”) were 19.0% of net sales in this
year’s third quarter compared to 18.3% after adjusting the prior year quarter
for the deconsolidation of HPP1. SG&A
as reported under GAAP was 17.1% of net sales in the prior year
period. Both the GAAP and HPP-adjusted SG&A in the prior year
quarter were favorably reduced by a net insurance recovery of $2,303,000,
without which, SG&A as a percentage of net sales in the prior year would
have been 17.9% under GAAP and 19.2% as adjusted for HPP. The
increase in SG&A as a percentage of net sales was principally the result of
the lower net sales in the current quarter.
Operating
free cash flow was $59,362,000 over the most recent 12-month period ended March
31, 2010, improving by $83,948,000 from the comparable period one year ago1. The
Company’s balance sheet remained strong as the Company reduced borrowings by
$10,000,000 in the quarter, bringing the total debt reduction to $63,500,000
over the 12 months ended March 31, 2010. Debt as a percentage of
equity was 30.7%, with equity at $734,267,000 at the end of the third quarter
this year.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
World
Gourmet Acquisition and HPP’s Kosher Valley Brand Divestiture
The
Company has reached an agreement in principle to acquire the assets
and business, subject to certain liabilities, of World Gourmet Marketing,
LLC. World Gourmet develops, produces, markets and sells Sensible
Portions branded Veggie Straws, Pita Bites and other snack products into various
sales channels and has developed significant strength in the club store
channel. The transaction is subject to regulatory and other
approvals. The Company expects the acquisition will be accretive to
the Company after closing. “We are excited about adding Sensible
Portions to our portfolio of brands and the opportunity to leverage their
distribution and in-house capabilities,” said Irwin Simon. “We look
forward to having Jerry Bello and Jason Cohen, co-founders of Sensible Portions,
join us and continue to lead the growth and innovation of their products in Hain
Celestial’s portfolio.”
“We are
also pleased that HPP has entered into a letter of intent to exchange its Kosher
Valley® brand and customer relationships with Empire Kosher Poultry, Inc.
(“Empire”) for an equity interest in Empire. We are delighted that this combination
will expand the breadth of the product lines and their distribution reach,” said
Irwin D. Simon, a Director of HPP. “Empire has been a premier brand in
kosher poultry for many years, and Kosher Valley will benefit greatly from
Empire’s production capabilities and reputation for delivering high-quality
products to a broad market. Hain Pure Protein has made significant
investments over the last year in building Kosher Valley into the strong brand
that it is today,” concluded Irwin Simon. Mr. Simon is
expected to become a director of Empire. The Company’s share of the
after-tax losses incurred by Kosher Valley amounted to $701,000 in the three
months and $1,644,000 in the nine months ended March 31, 2010, which had the
effect of reducing Hain Celestial’s diluted earnings per share by $0.02 in the
three months and $0.04 in the nine months, and therefore this transaction is
expected to be accretive to Hain Celestial.
Accounting
for Income Taxes
During
the third quarter this year, the Company recorded a valuation allowance of
$7,084,000 as a result of the Company’s evaluation of its United Kingdom tax
position in accordance with the requirements of Accounting Standards
Codification Topic 740, “Accounting for Income Taxes” (“ASC
740”). The Company’s United Kingdom operations have incurred losses
in recent years and have been affected by restructuring and other charges, such
as the costs incurred in connection with the recent consolidation of its
food-to-go production facilities, the phase out of sales to Marks and Spencer,
as well as the economy in the United Kingdom. In accordance with ASC
740, current year losses coupled with the losses of prior periods required that
management record a full valuation allowance against the deferred tax assets
that arose in the loss periods despite management’s expectations indicating that
the United Kingdom operations will be profitable in fiscal year
2011. If the United Kingdom operations are able to realize any of
these deferred tax assets in the future, the provision for income taxes will be
reduced by a release of the corresponding valuation allowance.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
Fiscal
Year 2010 Guidance
The
Company updated its fiscal year 2010 guidance. The Company
anticipates full fiscal year net sales will be $915 to $925
million. GAAP earnings per share is expected to be $0.78 to $0.81,
and non-GAAP earnings per share is expected to be $1.03 to $1.06, which
excludes the effects of the valuation allowance recorded for United Kingdom
deferred tax assets, the costs related to litigation settlements, the non-cash
write-down of the Company’s investment in Yeo Hiap Seng Limited and costs
incurred in connection with the consolidation of our two United Kingdom
production facilities.
Webcast
and Upcoming Events
Hain
Celestial will host a conference call and webcast at 4:30 PM Eastern Daylight
Time today to review its third quarter fiscal year 2010 results. The event will
be webcast and available under the Investor Relations section of the Company’s
website at www.hain-celestial.com.
The
Hain Celestial Group
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®, Terra®, Garden of Eatin’®, Health Valley®, WestSoy®,
Earth’s Best®, 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®,
Rosetto®, Ethnic Gourmet®, Yves Veggie Cuisine®, Granose®, Realeat®, Linda
McCartney®, Daily Bread™, Lima®, Grains Noirs®, Natumi®, JASON®, Zia® Natural
Skincare, Avalon Organics®, Alba Botanica®, Queen Helene®, Tushies®, TenderCare®
and Martha Stewart Clean™. 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 “expect,”
“expected”, “anticipate,” “estimate,” “believe,” “may,” “potential,” “can,”
“position”, “positioned,” “should,” “plan,” “continue”, “future”, “look forward”
and similar expressions, or the negative of those expressions, may identify
forward-looking statements. These forward-looking statements include
(i) our statements regarding the room for improvement in our margins; (ii) our
expectations relating to the acquisition of Sensible Portions business; (iii)
our belief regarding HPP’s joint venture with Empire, including our statements
regarding the impact on HPP’s Kosher Valley brand and the potential
improvements to the Company’s earnings resulting therefrom; (iv) our
expectations regarding the profitability of our United Kingdom operations and
the improvement in the operations of our United Kingdom operations; (v) our
expectations for all our business for the 2010 fiscal year and its positioning
for the future; and (vi) our statements regarding our guidance for net sales and
earnings per share in fiscal year 2010. Forward-looking statements
involve known and unknown risks and uncertainties, which could cause our actual
results to differ materially from those described in the forward-looking
statements. These risks include but are not limited to our ability to achieve
our guidance for net sales and earnings per share in fiscal year 2010 given the
recessionary environment in the U.S. and other markets that we sell products as
well as economic and business conditions generally and their effect on our
customers and consumers’ product preferences, and our business, financial
condition and results of operations; changes in estimates or judgments related
to our impairment analysis of goodwill and other intangible assets as well as
with respect to our valuation allowances of our deferred tax assets; our ability
to implement our business and acquisition strategy, including our strategy for
improving results in Europe; HPP’s ability to implement its business strategy;
our ability to realize sustainable growth generally and from investments in core
brands, offering new products and our focus on cost containment, productivity,
cash flow and margin enhancement in particular; our ability to effectively
integrate our acquisitions; our ability to successfully execute our joint
ventures; competition; the success and cost of introducing new products as well
as our ability to increase prices on existing products; the availability and
retention of key personnel; our reliance on third party distributors,
manufacturers and suppliers; our ability to maintain existing contracts and
secure and integrate new customers; our ability to respond to changes and trends
in customer and consumer demand, preferences and consumption;
international sales and operations; changes in fuel and commodity costs;
the effects on our results of operations from adverse impacts of foreign
exchange; changes in, or the failure to comply with, government regulations; and
other risks detailed from time-to-time in the Company’s reports filed with the
SEC, including the annual report on Form 10-K for the fiscal year ended June 30,
2009 and the quarterly report on Form 10-Q for the quarter ended September 30,
2009. 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.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
Non-GAAP
Financial Measures
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 only be
read in connection with the Company’s condensed consolidated statements of
earnings presented in accordance with GAAP.
Operating
Free Cash Flow is a non-GAAP financial measure. The Company defines
Operating Free Cash Flow as cash provided from operating activities 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 investment. For the 12-month period ended March 31, 2010, cash
provided from operating activities was $69,659,000 and capital expenditures were
$10,297,000 for a total of $59,362,000. The operating free cash flow
of $59,362,000 million represents an $83,948,000 improvement over the 12-month
period ended March 31, 2009.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
Under the
Investor Relations section of the Company’s website at www.hain-celestial.com,
the Company has posted a schedule detailing the reclassification of promotional
expenses for each annual and quarterly period in fiscal years 2009 and 2008 to
allow comparison to reported amounts.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
Consolidated
Balance Sheets
(In
thousands)
|
|
March
31,
|
|
|
June
30,
|
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$ |
40,975 |
|
|
$ |
41,408 |
|
Trade
receivables, net
|
|
|
116,879 |
|
|
|
114,506 |
|
Inventories
|
|
|
154,048 |
|
|
|
158,590 |
|
Deferred
income taxes
|
|
|
13,038 |
|
|
|
13,028 |
|
Other
current assets
|
|
|
17,921 |
|
|
|
21,599 |
|
Total
current assets
|
|
|
342,861 |
|
|
|
349,131 |
|
|
|
|
|
|
|
|
|
|
Property,
plant and equipment, net
|
|
|
100,157 |
|
|
|
102,135 |
|
Goodwill,
net
|
|
|
463,052 |
|
|
|
456,459 |
|
Trademarks
and other intangible assets, net
|
|
|
146,398 |
|
|
|
149,196 |
|
Investments
in and advances to affiliates
|
|
|
45,842 |
|
|
|
49,061 |
|
Other
assets
|
|
|
15,482 |
|
|
|
17,514 |
|
Total
assets
|
|
$ |
1,113,792 |
|
|
$ |
1,123,496 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
|
|
|
Accounts
payable and accrued expenses
|
|
$ |
109,974 |
|
|
$ |
134,618 |
|
Income
taxes payable
|
|
|
15,264 |
|
|
|
1,877 |
|
Current
portion of long-term debt
|
|
|
33 |
|
|
|
44 |
|
Total
current liabilities
|
|
|
125,271 |
|
|
|
136,539 |
|
|
|
|
|
|
|
|
|
|
Deferred
income taxes
|
|
|
27,235 |
|
|
|
24,615 |
|
Other
noncurrent liabilities
|
|
|
1,945 |
|
|
|
2,647 |
|
Long-term
debt, less current portion
|
|
|
225,074 |
|
|
|
258,372 |
|
Total
liabilities
|
|
|
379,525 |
|
|
|
422,173 |
|
|
|
|
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
|
|
|
Common
stock
|
|
|
419 |
|
|
|
417 |
|
Additional
paid-in capital
|
|
|
510,065 |
|
|
|
503,161 |
|
Retained
earnings
|
|
|
234,213 |
|
|
|
212,285 |
|
Treasury
stock
|
|
|
(16,714 |
) |
|
|
(16,309 |
) |
Accumulated
other comprehensive income
|
|
|
6,284 |
|
|
|
1,769 |
|
Total
stockholders' equity
|
|
|
734,267 |
|
|
|
701,323 |
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders' equity
|
|
$ |
1,113,792 |
|
|
$ |
1,123,496 |
|
THE
HAIN CELESTIAL GROUP, INC.
Consolidated
Statements of Operations
(in
thousands, except per share amounts)
|
|
Three
Months Ended March 31,
|
|
|
Nine
Months Ended March 31,
|
|
|
|
2010
|
|
|
2009
|
|
|
2010
|
|
|
2009
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
Note
A
|
|
|
|
|
|
Note
A
|
|
Net
sales
|
|
$ |
222,098 |
|
|
$ |
264,928 |
|
|
$ |
694,549 |
|
|
$ |
863,932 |
|
Cost
of sales
|
|
|
160,596 |
|
|
|
204,933 |
|
|
|
501,339 |
|
|
|
664,722 |
|
Gross
profit
|
|
|
61,502 |
|
|
|
59,995 |
|
|
|
193,210 |
|
|
|
199,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A
expenses
|
|
|
42,161 |
|
|
|
45,213 |
|
|
|
131,907 |
|
|
|
148,529 |
|
Restructuring
expenses
|
|
|
- |
|
|
|
1,946 |
|
|
|
2,936 |
|
|
|
3,438 |
|
Impairment
of goodwill and intangibles
|
|
|
- |
|
|
|
52,567 |
|
|
|
- |
|
|
|
52,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
income
|
|
|
19,341 |
|
|
|
(39,731 |
) |
|
|
58,367 |
|
|
|
(5,324 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense and other expenses
|
|
|
2,024 |
|
|
|
4,508 |
|
|
|
8,581 |
|
|
|
13,716 |
|
Equity
in net loss of equity method investees
|
|
|
653 |
|
|
|
- |
|
|
|
1,785 |
|
|
|
- |
|
Income
before income taxes
|
|
|
16,664 |
|
|
|
(44,239 |
) |
|
|
48,001 |
|
|
|
(19,040 |
) |
Income
tax provision
|
|
|
14,008 |
|
|
|
(972 |
) |
|
|
26,073 |
|
|
|
8,672 |
|
Net
income
|
|
|
2,656 |
|
|
|
(43,267 |
) |
|
|
21,928 |
|
|
|
(27,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss
attributable to noncontrolling interest
|
|
|
- |
|
|
|
2,117 |
|
|
|
- |
|
|
|
1,724 |
|
Net
income attributable to The Hain Celestial Group, Inc.
|
|
$ |
2,656 |
|
|
$ |
(41,150 |
) |
|
$ |
21,928 |
|
|
$ |
(25,988 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
net income per share
|
|
$ |
0.07 |
|
|
$ |
(1.01 |
) |
|
$ |
0.54 |
|
|
$ |
(0.64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
net income per share
|
|
$ |
0.06 |
|
|
$ |
(1.01 |
) |
|
$ |
0.53 |
|
|
$ |
(0.64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
40,838 |
|
|
|
40,555 |
|
|
|
40,771 |
|
|
|
40,415 |
|
Diluted
|
|
|
41,383 |
|
|
|
40,555 |
|
|
|
41,298 |
|
|
|
40,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note
A -
|
The
three months and nine months ended March 31, 2009 include adjustments of
$2,795 and $8,669, respectively, to reclassify certain promotional
expenses, which have the effect of reducing selling, general and
administrative expenses and reducing net sales. The reclassifications did
not affect reported net income.
|
THE
HAIN CELESTIAL GROUP, INC.
Pro
Forma Consolidated Statements of Operations
Reconciliation
of GAAP Results to Non-GAAP Presentation of Pro Forma Deconsolidation of
HPP
(in
thousands, except per share amounts)
(Unaudited)
|
|
Three
Months Ended March 31, 2009
|
|
|
|
As
Reported
|
|
|
Deconsolidate
HPP
|
|
|
Pro
Forma Basis, Excluding HPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
264,928 |
|
|
$ |
(30,346 |
) |
|
$ |
234,582 |
|
Cost
of sales
|
|
|
204,933 |
|
|
|
(34,752 |
) |
|
|
170,181 |
|
Gross
profit
|
|
|
59,995 |
|
|
|
4,406 |
|
|
|
64,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A
expenses
|
|
|
45,213 |
|
|
|
(2,376 |
) |
|
|
42,837 |
|
Restructuring
expenses
|
|
|
1,946 |
|
|
|
|
|
|
|
1,946 |
|
Impairment
of goodwill
|
|
|
52,567 |
|
|
|
(7,584 |
) |
|
|
44,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(39,731 |
) |
|
|
14,366 |
|
|
|
(25,365 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
and other expenses, net
|
|
|
4,508 |
|
|
|
(87 |
) |
|
|
4,421 |
|
Loss
before income taxes
|
|
|
(44,239 |
) |
|
|
14,453 |
|
|
|
(29,786 |
) |
Income
tax provision
|
|
|
(972 |
) |
|
|
5,593 |
|
|
|
4,621 |
|
Net
loss
|
|
|
(43,267 |
) |
|
|
8,860 |
|
|
|
(34,407 |
) |
Loss
attributable to noncontrolling interest
|
|
|
2,117 |
|
|
|
|
|
|
|
2,117 |
|
Net
loss attributable to The Hain Celestial Group, Inc.
|
|
$ |
(41,150 |
) |
|
$ |
8,860 |
|
|
$ |
(32,290 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
per share amounts
|
|
$ |
(1.01 |
) |
|
$ |
0.22 |
|
|
$ |
(0.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
per share amounts
|
|
$ |
(1.01 |
) |
|
$ |
0.22 |
|
|
$ |
(0.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
40,555 |
|
|
|
40,555 |
|
|
|
40,555 |
|
Diluted
|
|
|
40,555 |
|
|
|
40,555 |
|
|
|
40,555 |
|
|
|
Nine
Months Ended March 31, 2009
|
|
|
|
As
Reported
|
|
|
Deconsolidate
HPP
|
|
|
Pro
Forma Basis, Excluding HPP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
863,932 |
|
|
$ |
(130,194 |
) |
|
$ |
733,738 |
|
Cost
of sales
|
|
|
664,722 |
|
|
|
(127,998 |
) |
|
|
536,724 |
|
Gross
profit
|
|
|
199,210 |
|
|
|
(2,196 |
) |
|
|
197,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SG&A
expenses
|
|
|
148,529 |
|
|
|
(7,109 |
) |
|
|
141,420 |
|
Restructuring
expenses
|
|
|
3,438 |
|
|
|
|
|
|
|
3,438 |
|
Impairment
of goodwill
|
|
|
52,567 |
|
|
|
(7,584 |
) |
|
|
44,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
loss
|
|
|
(5,324 |
) |
|
|
12,497 |
|
|
|
7,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
and other expenses, net
|
|
|
13,716 |
|
|
|
(675 |
) |
|
|
13,041 |
|
Loss
before income taxes
|
|
|
(19,040 |
) |
|
|
13,172 |
|
|
|
(5,868 |
) |
Income
tax provision
|
|
|
8,672 |
|
|
|
5,101 |
|
|
|
13,773 |
|
Net
loss
|
|
|
(27,712 |
) |
|
|
8,071 |
|
|
|
(19,641 |
) |
Loss
attributable to noncontrolling interest
|
|
|
1,724 |
|
|
|
|
|
|
|
1,724 |
|
Net
loss attributable to The Hain Celestial Group, Inc.
|
|
$ |
(25,988 |
) |
|
$ |
8,071 |
|
|
$ |
(17,917 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
per share amounts
|
|
$ |
(0.64 |
) |
|
$ |
0.20 |
|
|
$ |
(0.44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
per share amounts
|
|
$ |
(0.64 |
) |
|
$ |
0.20 |
|
|
$ |
(0.44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
40,415 |
|
|
|
40,415 |
|
|
|
40,415 |
|
Diluted
|
|
|
40,415 |
|
|
|
40,415 |
|
|
|
40,415 |
|