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): August 25, 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 August
25, 2010, The Hain Celestial Group, Inc. issued a press release announcing
financial results for its fourth quarter and fiscal year ended June 30,
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 August 25, 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: August 25,
2010
| THE HAIN CELESTIAL GROUP, INC. | ||
| (Registrant) | ||
| By: /s/ Ira J. Lamel | ||
| Name: |
Ira
J. Lamel
|
|
| Title: |
Executive
Vice President and
Chief Financial
Officer
|
|
Exhibit
99.1
[THE HAIN
CELESTIAL GROUP, INC. LOGO INTENTIONALLY OMITTED]
Contacts:
Ira
Lamel/Mary Anthes
The Hain
Celestial Group, Inc.
631-730-2200
HAIN
CELESTIAL FOURTH QUARTER RESULTS
GAAP
Earnings Increased to $0.16 Per Diluted Share from $0.03 Per Diluted
Share
Adjusted
Earnings Increased to $0.26 Per Diluted Share
from
$0.21 Per Diluted Share
Operating
Free Cash Flow Improved to $59.6 Million
from
$8.6 Million for the Fiscal Year
Fiscal
Year 2011 Guidance
Revenue
$1.025 Billion to $1.050 Billion
Earnings
$1.24 to $1.31 Per Share
Melville, NY, August 25,
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 strong results for the fourth quarter ended June 30,
2010. Led by solid results from its North American and Continental
European operations, net sales in the fourth quarter of fiscal year 2010 totaled
$222.8 million versus $223.3 million in the prior year period after excluding
net sales of $35.5 million by Hain Pure Protein (“HPP)1 . Net
sales in this year’s fourth quarter increased by 4.6%2 when compared to the prior year quarter
excluding both HPP sales and certain food-to-go sales in the United
Kingdom. Net sales on a GAAP basis in the prior year quarter amounted
to $258.8 million including HPP, which was then a consolidated subsidiary.
Fluctuations in currency exchange rates had an insignificant impact on sales
comparisons during the period.
“During
the fourth quarter our sales and consumption momentum continued with solid
performance from our United States, Canadian and Continental European
operations. In a tough economy, consumers continued to recognize the
value of eating healthy and how healthful eating will continue to be a major
part of people’s lives, which we believe will allow us to expand our business
for the future,” said Irwin D. Simon, President and Chief Executive Officer of
Hain Celestial. “We ended fiscal year 2010 with the Sensible
Portions® snacks acquisition and began fiscal year 2011 with The Greek Gods®
yogurt acquisition—both exciting strategic additions, which should expand our
product offerings into growing categories and should provide us with an
opportunity to leverage our existing brands with product extensions in these
categories.”
___________________________
1 See
Non-GAAP Financial Measures and related Reconciliation of GAAP Results to
Non-GAAP Presentation.
2 The
sales increase of 4.6% was computed by deducting 2009 HPP sales of $35.5 million
and food-to-go sales to Marks and Spencer of $10.2 million from 2009 total sales
of $258.8 million.
Earnings
for the fourth quarter were $0.16 per diluted share, increasing from $0.03 per
diluted share in the comparable quarter of the prior year. On an
adjusted basis, as described below, earnings improved by 24% to $0.26 per
diluted share from $0.21 in the fourth quarter of fiscal year 20091. Earnings
in the fourth quarter of fiscal year 2010 include $0.02 per diluted share
benefit from a lower tax rate for the full year as compared to the estimated tax
rate used through the first nine months.
The
following table reconciles the GAAP to Non-GAAP diluted earnings per
share.
Gross
profit was 26.0% of net sales in the fourth quarter compared to 18.2% in the
year ago period. The prior year gross profit was reduced by a Stock Keeping Unit
(“SKU”) rationalization and the lower gross profit performance of
HPP. On an adjusted basis the Company’s gross profit was 26.2% of net
sales in the fourth quarter compared to 26.9% in the year ago period1. Adjusted
gross profit as a percentage of net sales in the fourth quarter of 2010 was
bolstered by strong margin performance in the Company’s United States and
Canadian units, which had a favorable mix of higher margin
products. The gross profit performance in the Company’s European
operations was lower year-over-year, with better margin performance from
Continental Europe offset by reduced performance in its United Kingdom
food-to-go operations.
Selling,
general and administrative expenses (“SG&A”) were 18.3% of net sales in the
fourth quarter compared to 19.2% in the year ago period. On an
adjusted basis, SG&A was 20.1% of net sales in the prior year period1. The
reduction in SG&A as a percentage of net sales was principally the result of
lower overall compensation costs, in part from the benefit of headcount
reductions across our business.
Income
taxes in the fourth quarter of fiscal 2010 were impacted in two
ways. Discrete items, which are accounted for as they arise under
GAAP and are not included in the estimated effective tax rate for quarterly
reporting, impacted the fourth quarter by a benefit of $0.01 per diluted
share. This benefit is included in the Company’s Reconciliation of
GAAP Results to Non-GAAP Presentation as a reduction of income. In
addition, a change in the overall estimated effective tax rate used to provide
taxes through the first three quarters of the fiscal year as compared to the
actual rate determined at the end of fiscal 2010 benefitted fourth quarter
earnings by $0.02 per diluted share and is not included in the
reconciliation.
Operating
free cash flow1was a
record $28.4 million during the fourth quarter compared to $28.2 million in the
prior year period. Operating free cash flow was $59.6 million during
the fiscal year ended June 30, 2010 compared to $8.6 million during the prior
year. The Company’s balance sheet remained strong during the fourth
quarter as the Company reduced borrowings under its credit facility by $33.4
million in the year despite using over $50 million of cash to fund acquisitions
at the end of the fourth quarter. Debt as a percentage of equity was
29.4%, with equity at $765.7 million at the end of the fourth
quarter.
Recent
Acquisitions and Divestitures
On June
15, 2010 the Company completed the acquisition of the assets and business of
World Gourmet Marketing, L.L.C., including its Sensible Portions brand of Garden
Veggie Straws™, Pita Bites® and other snack products. On July 2, 2010
the Company completed the acquisition of the assets and business of 3 Greek Gods
LLC, including The Greek Gods brand of all natural, Greek-style
yogurt. On June 15, 2010 the Company also purchased Churchill Food
Products Limited, a manufacturer and distributor of food-to-go products in the
United Kingdom to complement its existing Daily Bread™ brand. The
Company completed this acquisition as part of its previously announced plan to
return to profitability in the United Kingdom, although there can be no
assurances that the Company’s plan will be successful. Also, on May
14 2010, the Company’s HPP joint venture exchanged its Kosher Valley® brand and
certain assets with Empire Kosher Poultry, Inc. for an equity interest in
Empire. HPP recognized a net loss from the discontinued Kosher Valley
operations of $1.2 million during the quarter ended June 30, 2010, of which $0.6
million represented the Company’s share. These acquisitions, along
with the HPP divestiture of Kosher Valley, are expected to be accretive to the
Company’s earnings in fiscal year 2011.
Recent
Accomplishments
The
Company highlighted several of its accomplishments during fiscal year 2010 and
the beginning of fiscal year 2011:
|
·
|
Delivered
solid sales, earnings and consumption growth despite a challenging
economy, which included inventory reductions at distributors and
retailers;
|
|
·
|
Expanded
the depth of its management team;
|
|
·
|
Generated
net sales of $18 million from new products at Hain Celestial
US;
|
|
·
|
Acquired
the Sensible Portions and The Greek Gods brands, which bring products in
growing categories and the Churchill food-to-go operations;
and
|
|
·
|
Entered
into an expanded unsecured credit facility of $400 million to provide the
Company with increased access to capital for its next level of
growth.
|
“A year
ago we expected to see a stronger second half in our 2010 fiscal year, and we
delivered solid operating performance as momentum continued to build
quarter-over-quarter from an established base of business across various
channels of distribution. Overall, we are pleased with our results in
a challenging economy. We’ve established a solid foundation of core
natural and organic brands, which we strengthened with new acquisitions
positioning the Company for sustainable growth in fiscal year
2011. We look forward to building on our accomplishments with a
talented team in place to increase our sales and earnings, for the benefit of
our shareholders, customers, consumers and employees,” concluded Irwin
Simon.
Fiscal
Year 2011 Guidance
The
Company announced its fiscal year 2011 guidance of $1.025 to $1.050 billion in
sales and $1.24 to $1.31 earnings per diluted share. The guidance
does not reflect acquisition and related integration expenses which will be
incurred during the Company’s fiscal year 2011. When the Company
reports its financial results each quarter, these items will be
identified.
Webcast
and Upcoming Events
Hain
Celestial will host a conference call and webcast at 4:30 PM Eastern Daylight
Time today to review its fourth 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 Company is scheduled to
present at the Barclays Capital Back-to-School Consumer Conference on September
8, 2010.
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®, Earth’s Best®, Terra®, Garden of Eatin’®, Sensible
Portions®, Health Valley®, WestSoy®, 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®, The Greek Gods®, 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 our guidance for net sales and earnings per share in
fiscal year 2011; (ii) our statements regarding the impact of the acquisition of
the Sensible Portions and The Greek Gods businesses on our product offerings;
(iii) our beliefs regarding the potential improvements to the Company’s earnings
resulting from our recent acquisitions of the Sensible Portions and The Greek
Gods businesses and Churchill Food Products Limited, and HPP’s divestiture of
the Kosher Valley operations to Empire Kosher Poultry, Inc.; (iv) our
statements regarding our plan to return our United Kingdom operations to
profitability; and (v) our expectations for all our business for the 2011 fiscal
year and its positioning for the future. 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 2011 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.
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 be read
only 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 fiscal year ended June 30, 2010,
cash provided from operating activities was $71.0 million and capital
expenditures were $11.4 million for a total of $59.6 million. The
operating free cash flow of $59.6 million represents a $51 million improvement
over the fiscal year ended June 30, 2009. For the quarter ended June
30, 2010, cash provided from operating activities was $32.4 million and capital
expenditures were $4.0 million for a total of $28.4 million.
This
press release contains certain financial measures related to the deconsolidation
of HPP that are not calculated in accordance with generally accepted accounting
principles in the United States (GAAP). We have presented the prior year’s
results on a pro forma basis as if HPP had been deconsolidated for those periods
and accounted for as if on the equity method. Management believes that it is
useful to investors to present this information because as of June 30, 2009, HPP
is no longer consolidated in the Company’s consolidated financial statements,
which affects the comparability of the Company’s results for periods after June
30, 2009 to prior periods. The reconciliation of this non-GAAP presentation to
the prior year’s results reported in accordance with GAAP appears in the table
Reconciliation of GAAP Results to Non-GAAP Presentation of Pro Forma
Deconsolidation of HPP.
This
press release and the accompanying tables also include non-GAAP financial
measures which are referred to as “adjusted”. The reconciliations of these
non-GAAP financial measures to the comparable GAAP financial measures are
presented in the tables Consolidated Statements of Operations with Adjustments
for the three months and the year ended June 30, 2010 and 2009. These non-GAAP
financial measures exclude the items listed at the bottom of the tables and, for
the periods ended June 30, 2009, the pro forma HPP adjustment described
above.
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.
|
||||||||
|
Consolidated
Balance Sheets
|
||||||||
|
(In
thousands)
|
||||||||
|
June
30,
|
June
30,
|
|||||||
|
2010
|
2009
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
Current
assets:
|
||||||||
|
Cash
and cash equivalents
|
$ | 17,266 | $ | 41,408 | ||||
|
Trade
receivables, net
|
114,215 | 114,506 | ||||||
|
Inventories
|
157,012 | 158,590 | ||||||
|
Deferred
income taxes
|
10,738 | 13,028 | ||||||
|
Other
current assets
|
14,586 | 21,599 | ||||||
|
Total
current assets
|
313,817 | 349,131 | ||||||
|
Property,
plant and equipment, net
|
106,985 | 102,135 | ||||||
|
Goodwill,
net
|
516,455 | 456,459 | ||||||
|
Trademarks
and other intangible assets, net
|
198,129 | 149,196 | ||||||
|
Investments
in and advances to affiliates
|
46,041 | 49,061 | ||||||
|
Other
assets
|
16,660 | 17,514 | ||||||
|
Total
assets
|
$ | 1,198,087 | $ | 1,123,496 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 129,282 | $ | 134,618 | ||||
|
Income
taxes payable
|
9,530 | 1,877 | ||||||
|
Current
portion of long-term debt
|
38 | 44 | ||||||
|
Total
current liabilities
|
138,850 | 136,539 | ||||||
|
Deferred
income taxes
|
38,283 | 24,615 | ||||||
|
Other
noncurrent liabilities
|
30,227 | 2,647 | ||||||
|
Long-term
debt, less current portion
|
225,004 | 258,372 | ||||||
|
Total
liabilities
|
432,364 | 422,173 | ||||||
|
Stockholders'
equity:
|
||||||||
|
Common
stock
|
437 | 417 | ||||||
|
Additional
paid-in capital
|
548,782 | 503,161 | ||||||
|
Retained
earnings
|
240,904 | 212,285 | ||||||
|
Treasury
stock
|
(17,529 | ) | (16,309 | ) | ||||
|
Accumulated
other comprehensive income
|
(6,871 | ) | 1,769 | |||||
|
Total
stockholders' equity
|
765,723 | 701,323 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 1,198,087 | $ | 1,123,496 | ||||
|
THE
HAIN CELESTIAL GROUP, INC.
|
||||||||||||||||
|
Consolidated
Statements of Operations
|
||||||||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||||||
|
Three
Months Ended June 30,
|
Year
Ended June 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Note
A
|
Note
A
|
|||||||||||||||
|
Net
sales
|
$ | 222,788 | $ | 258,802 | $ | 917,337 | $ | 1,122,734 | ||||||||
|
Cost
of sales
|
164,813 | 211,622 | 666,152 | 876,344 | ||||||||||||
|
Gross
profit
|
57,975 | 47,180 | 251,185 | 246,390 | ||||||||||||
|
Selling,
general and administrative expenses
|
40,839 | 49,762 | 172,746 | 198,291 | ||||||||||||
|
Acquisition
related expenses and restructuring charges
|
4,357 | 707 | 7,293 | 4,145 | ||||||||||||
|
Impairment
of goodwill and intangibles
|
63 | 52,630 | ||||||||||||||
|
Operating
income (loss)
|
12,779 | (3,352 | ) | 71,146 | (8,676 | ) | ||||||||||
|
Interest
expense and other expenses
|
3,212 | 1,429 | 11,793 | 15,145 | ||||||||||||
|
Equity
in net (income) loss of equity method investees
|
(46 | ) | 1,739 | |||||||||||||
|
Income
(loss) before income taxes
|
9,613 | (4,781 | ) | 57,614 | (23,821 | ) | ||||||||||
|
Income
tax provision
|
2,922 | (3,035 | ) | 28,995 | 5,637 | |||||||||||
|
Net
income (loss)
|
6,691 | (1,746 | ) | 28,619 | (29,458 | ) | ||||||||||
|
Loss
attributable to noncontrolling interest
|
3,011 | 4,735 | ||||||||||||||
|
Net
income (loss) attributable to The Hain Celestial Group,
Inc.
|
$ | 6,691 | $ | 1,265 | $ | 28,619 | $ | (24,723 | ) | |||||||
|
Basic
net income (loss) per share
|
$ | 0.16 | $ | 0.03 | $ | 0.70 | $ | (0.61 | ) | |||||||
|
Diluted
net income (loss) per share
|
$ | 0.16 | $ | 0.03 | $ | 0.69 | $ | (0.61 | ) | |||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||
|
Basic
|
41,246 | 40,686 | 40,890 | 40,483 | ||||||||||||
|
Diluted
|
42,163 | 41,011 | 41,514 | 40,483 | ||||||||||||
|
Note
A -
|
The
three months and twelve months ended June 30, 2009 include adjustments of
$3,903 and $12,572, 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.
|
||||||||||||||||
|
Consolidated
Statements of Operations With Adjustments
|
||||||||||||||||
|
Reconciliation
of GAAP Results to Non-GAAP Presentation
|
||||||||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||||||
|
Three
Months Ended June 30,
|
||||||||||||||||
|
2010
GAAP
|
Adjustments
|
2010
Adjusted
|
2009
Pro Forma and Adjusted (1)
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Net
sales
|
$ | 222,788 | $ | 222,788 | $ | 223,269 | ||||||||||
|
Cost
of Sales
|
164,813 | $ | (401 | ) | 164,412 | 163,114 | ||||||||||
|
Gross
profit
|
57,975 | 401 | 58,376 | 60,155 | ||||||||||||
|
Selling,
general and administrative expenses
|
40,839 | (166 | ) | 40,673 | 44,888 | |||||||||||
|
Acquisition
related expenses and restructuring charges
|
4,357 | (4,357 | ) | - | - | |||||||||||
|
Operating
income
|
12,779 | 4,924 | 17,703 | 15,267 | ||||||||||||
|
Interest
and other expenses, net
|
3,212 | (839 | ) | 2,373 | 2,392 | |||||||||||
|
Equity
in net (income) loss of HPP
|
(46 | ) | (597 | ) | (643 | ) | 1,806 | |||||||||
|
Income
before income taxes
|
9,613 | 6,360 | 15,973 | 11,069 | ||||||||||||
|
Income
tax provision
|
2,922 | 1,939 | 4,861 | 2,451 | ||||||||||||
|
Net
income attributable to The Hain Celestial Group, Inc.
|
$ | 6,691 | $ | 4,421 | $ | 11,112 | $ | 8,618 | ||||||||
|
Basic
net income per share
|
$ | 0.16 | $ | 0.11 | $ | 0.27 | $ | 0.21 | ||||||||
|
Diluted
net income per share
|
$ | 0.16 | $ | 0.10 | $ | 0.26 | $ | 0.21 | ||||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||
|
Basic
|
41,246 | 41,246 | 40,686 | |||||||||||||
|
Diluted
|
42,163 | 42,163 | 41,011 | |||||||||||||
|
FY
2010
|
FY
2009 (1)
|
|||||||||||||||
|
Impact
on Income Before Income Taxes
|
Impact
on Income Tax Provision
|
Impact
on Income Before Income Taxes
|
Impact
on Income Tax Provision
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
SKU
rationalization, severance and other
|
||||||||||||||||
|
reorganization
costs
|
- | - | $ | 7,064 | $ | 2,558 | ||||||||||
|
Other
items
|
$ | 401 | $ | 140 | 636 | 128 | ||||||||||
|
Cost
of sales
|
401 | 140 | 7,700 | 2,686 | ||||||||||||
|
Litigation
settlement
|
166 | 63 | ||||||||||||||
|
Other
items
|
1,065 | 385 | ||||||||||||||
|
SG&A
expenses
|
166 | 63 | 1,065 | 385 | ||||||||||||
|
Acquisition
related expenses
|
3,553 | 1,043 | ||||||||||||||
|
Severance
and other reorganization costs
|
804 | - | 707 | 209 | ||||||||||||
|
Acquisition
related expenses and restructuring charges
|
4,357 | 1,043 | 707 | 209 | ||||||||||||
|
Unrealized
foreign exchange (gains) losses
|
839 | 318 | (926 | ) | (431 | ) | ||||||||||
|
Interest
and other expenses, net
|
839 | 318 | (926 | ) | (431 | ) | ||||||||||
|
Net
loss from HPP discontinued operation
|
597 | - | 1,304 | - | ||||||||||||
|
Equity
in net (income) loss of HPP
|
597 | - | 1,304 | - | ||||||||||||
|
Discrete
4th quarter income tax adjustments
|
- | 375 | (352 | ) | ||||||||||||
|
Total
adjustments
|
$ | 6,360 | $ | 1,939 | $ | 9,850 | $ | 2,497 | ||||||||
|
(1)
|
Fiscal
year 2009 data has been adjusted to reflect the deconsolidation of HPP on
a pro forma basis. Adjustments related to stock based compensation expense
and unabsorbed overheads in the Company's United Kingdom operation have
now been excluded from the
presentation.
|
|
THE
HAIN CELESTIAL GROUP, INC.
|
||||||||||||||||
|
Consolidated
Statements of Operations With Adjustments
|
||||||||||||||||
|
Reconciliation
of GAAP Results to Non-GAAP Presentation
|
||||||||||||||||
|
(in
thousands, except per share amounts)
|
||||||||||||||||
|
Year
Ended June 30,
|
||||||||||||||||
|
2010
GAAP
|
Adjustments
|
2010
Adjusted
|
2009
Pro Forma and Adjusted (1)
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Net
sales
|
$ | 917,337 | $ | 917,337 | $ | 957,007 | ||||||||||
|
Cost
of sales
|
666,152 | $ | (401 | ) | 665,751 | 697,202 | ||||||||||
|
Gross
profit
|
251,185 | 401 | 251,586 | 259,805 | ||||||||||||
|
Selling,
general and administrative expenses
|
172,746 | $ | (1,689 | ) | 171,057 | 182,552 | ||||||||||
|
Acquisition
related expenses and restructuring charges
|
7,293 | (7,293 | ) | - | - | |||||||||||
|
Operating
income
|
71,146 | 9,383 | 80,529 | 77,253 | ||||||||||||
|
Interest
and other expenses, net
|
11,793 | (1,899 | ) | 9,894 | 13,091 | |||||||||||
|
Equity
in net (income) loss of HPP
|
1,739 | (2,241 | ) | (502 | ) | 2,528 | ||||||||||
|
Income
before income taxes
|
57,614 | 13,523 | 71,137 | 61,634 | ||||||||||||
|
Income
tax provision
|
28,995 | (249 | ) | 28,746 | 21,650 | |||||||||||
|
Net
income attributable to The Hain Celestial Group, Inc.
|
$ | 28,619 | $ | 13,772 | $ | 42,391 | $ | 39,984 | ||||||||
|
Basic
net income per share
|
$ | 0.70 | $ | 0.34 | $ | 1.04 | $ | 0.99 | ||||||||
|
Diluted
net income per share
|
$ | 0.69 | $ | 0.33 | $ | 1.02 | $ | 0.99 | ||||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||
|
Basic
|
40,890 | 40,890 | 40,483 | |||||||||||||
|
Diluted
|
41,514 | 41,514 | 40,483 | |||||||||||||
|
FY
2010
|
FY
2009 (1)
|
|||||||||||||||
|
Impact
on Income Before Income Taxes
|
Impact
on Income Tax Provision
|
Impact
on Income Before Income Taxes
|
Impact
on Income Tax Provision
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
SKU
rationalization, severance and other reorganization costs
|
$ | 8,763 | $ | 3,076 | ||||||||||||
|
Other
items
|
$ | 401 | $ | 140 | 1,573 | 486 | ||||||||||
|
Cost
of sales
|
401 | 140 | 10,336 | 3,562 | ||||||||||||
|
Litigation
settlement
|
1,689 | 638 | 1,350 | 505 | ||||||||||||
|
Professional
fees and other expenses incurred in
|
||||||||||||||||
|
connection
with the review of the Company's
|
||||||||||||||||
|
stock
option practices, net of insurance recovery
|
- | - | 1,416 | 530 | ||||||||||||
|
Other
items
|
- | - | 2,055 | 752 | ||||||||||||
|
SG&A
expenses
|
1,689 | 638 | 4,821 | 1,787 | ||||||||||||
|
Acquisition
related expenses
|
3,553 | 1,043 | ||||||||||||||
|
Severance
and other reorganization costs
|
3,740 | - | 4,145 | 1,483 | ||||||||||||
|
Acquisition
related expenses and restructuring charges
|
7,293 | 1,043 | 4,145 | 1,483 | ||||||||||||
|
Impairment
of goodwill and intangibles
|
- | - | 44,983 | 1,198 | ||||||||||||
|
Unrealized
foreign exchange losses
|
689 | 281 | 778 | 245 | ||||||||||||
|
Other
|
1,210 | 450 | 638 | |||||||||||||
|
Interest
and other expenses, net
|
1,899 | 731 | 1,416 | 245 | ||||||||||||
|
Net
loss from HPP discontinued operation and goodwill
impairment
|
2,241 | - | 6,929 | |||||||||||||
|
Equity
in net (income) loss of HPP
|
2,241 | - | 6,929 | - | ||||||||||||
|
Valuation
allowance recorded on UK deferred tax assets
|
||||||||||||||||
|
and
other discrete tax adjustments
|
- | (2,801 | ) | (352 | ) | |||||||||||
|
Total
adjustments
|
$ | 13,523 | $ | (249 | ) | $ | 72,630 | $ | 7,923 | |||||||
|
(1)
|
Fiscal
year 2009 data has been adjusted to reflect the deconsolidation of HPP on
a pro forma basis. Adjustments related to stock based compensation expense
and unabsorbed overheads in the Company's United Kingdom operation have
now been excluded from the
presentation.
|
|
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 June 30, 2009
|
||||||||||||
|
As
Reported
|
Deconsolidate
HPP
|
Pro
Forma Basis, Excluding HPP
|
||||||||||
|
Net
sales
|
$ | 258,802 | $ | (35,533 | ) | $ | 223,269 | |||||
|
Cost
of sales
|
211,622 | (40,808 | ) | 170,814 | ||||||||
|
Gross
profit
|
47,180 | 5,275 | 52,455 | |||||||||
|
SG&A
expenses
|
49,762 | (3,809 | ) | 45,953 | ||||||||
|
Restructuring
expenses
|
707 | 707 | ||||||||||
|
Impairment
of goodwill
|
63 | (63 | ) | - | ||||||||
|
Operating
income (loss)
|
(3,352 | ) | 9,147 | 5,795 | ||||||||
|
Interest
and other expenses, net
|
1,429 | 37 | 1,466 | |||||||||
|
Income
(loss) before income taxes
|
(4,781 | ) | 9,110 | 4,329 | ||||||||
|
Income
tax provision
|
(3,035 | ) | 2,989 | (46 | ) | |||||||
|
Net
income (loss)
|
(1,746 | ) | 6,121 | 4,375 | ||||||||
|
Loss
attributable to noncontrolling interest
|
3,011 | (3,011 | ) | - | ||||||||
|
Net
income attributable to The Hain Celestial Group, Inc.
|
$ | 1,265 | $ | 3,110 | $ | 4,375 | ||||||
|
Basic
per share amounts
|
$ | 0.03 | $ | 0.08 | $ | 0.11 | ||||||
|
Diluted
per share amounts
|
$ | 0.03 | $ | 0.08 | $ | 0.11 | ||||||
|
Weighted
average common shares outstanding:
|
||||||||||||
|
Basic
|
40,686 | 40,686 | 40,686 | |||||||||
|
Diluted
|
41,011 | 41,011 | 41,011 | |||||||||
|
Year
Ended June 30, 2009
|
||||||||||||
|
As
Reported
|
Deconsolidate
HPP
|
Pro
Forma Basis, Excluding HPP
|
||||||||||
|
Net
sales
|
$ | 1,122,734 | $ | (165,727 | ) | $ | 957,007 | |||||
|
Cost
of sales
|
876,344 | (168,806 | ) | 707,538 | ||||||||
|
Gross
profit
|
246,390 | 3,079 | 249,469 | |||||||||
|
SG&A
expenses
|
198,291 | (10,918 | ) | 187,373 | ||||||||
|
Restructuring
expenses
|
4,145 | 4,145 | ||||||||||
|
Impairment
of goodwill
|
52,630 | (7,647 | ) | 44,983 | ||||||||
|
Operating
income (loss)
|
(8,676 | ) | 21,644 | 12,968 | ||||||||
|
Interest
and other expenses, net
|
15,145 | (638 | ) | 14,507 | ||||||||
|
Loss
before income taxes
|
(23,821 | ) | 22,282 | (1,539 | ) | |||||||
|
Income
tax provision
|
5,637 | 8,090 | 13,727 | |||||||||
|
Net
loss
|
(29,458 | ) | 14,192 | (15,266 | ) | |||||||
|
Loss
attributable to noncontrolling interest
|
4,735 | (4,735 | ) | - | ||||||||
|
Net
loss attributable to The Hain Celestial Group, Inc.
|
$ | (24,723 | ) | $ | 9,457 | $ | (15,266 | ) | ||||
|
Basic
per share amounts
|
$ | (0.61 | ) | $ | 0.23 | $ | (0.38 | ) | ||||
|
Diluted
per share amounts
|
$ | (0.61 | ) | $ | 0.23 | $ | (0.38 | ) | ||||
|
Weighted
average common shares outstanding:
|
||||||||||||
|
Basic
|
40,483 | 40,483 | 40,483 | |||||||||
|
Diluted
|
40,483 | 40,483 | 40,483 | |||||||||