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, 2009
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:
¨ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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, or otherwise subject to the liabilities of that Section, or
incorporated by reference into any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing.
On August
25, 2009, The Hain Celestial Group, Inc. issued a press release announcing
financial results for its fourth quarter and fiscal year ended June 30,
2009. 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,
2009.
|
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,
2009
|
THE
HAIN CELESTIAL GROUP, INC.
|
|
|
(Registrant)
|
|
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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 OMITTED]
|
Contacts:
|
|
|
Ira
Lamel/Mary Anthes
|
David
Lilly/Paige Gruman
|
|
The
Hain Celestial Group, Inc.
|
Kekst
and Company
|
|
631-730-2200
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212-521-4800
|
THE
HAIN CELESTIAL GROUP ANNOUNCES
FOURTH
QUARTER AND FISCAL YEAR 2009 RESULTS
Operating
Free Cash Flow
Improves
to $28.1 Million for the Fourth Quarter
Solid
Performance from Hain Celestial US Operations
Fiscal
Year 2010 Outlook
Revenue
Growth to $1.010 Billion to $1.030 Billion
EPS
Growth to $1.19 to $1.28
Melville, NY, August 25,
2009—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 fourth quarter and fiscal year ended June 30,
2009. The Company reported earnings per share on a GAAP basis of
$0.03 per share including an $0.08 per share loss from Hain Pure Protein (“HPP”)
for the fourth quarter. The Company reported adjusted earnings1 of $0.28 per share for the fourth quarter on
the strength of solid results in its Hain Celestial US
operations. The $0.28 per share includes a $0.04 per share adjusted
loss absorbed from the Company’s investment in its HPP joint
venture. For the fiscal year, the Company reported a loss per share
on a GAAP basis of ($0.61) and adjusted earnings of $1.24 per share with
adjustments principally from the previously recorded third quarter impairment
charges of $1.20 per share.
The
Company generated $28.1 million of operating free cash flow2 in the fourth quarter of fiscal 2009, an
improvement of $33.2 million compared to the prior year quarter. This enabled
the Company to reduce its outstanding debt by $30.2 million in the
quarter. For the full year, the Company reduced debt by $47.2
million.
“Our
business demonstrated solid performance with growth from our United States and
Canada operations in a tough economy. We saw growth in key categories
including tea, infant and toddler care, dry grocery, non-dairy beverages, nut
butters and frozen. At the same time, we are positioned for a
turnaround in Europe. We are consolidating our Daily Bread™
production into our Luton facility, and we have gained new customers at our
Fakenham facility where we’ve seen growth in both Linda McCartney® branded and
private label sales,” said Irwin D. Simon, President and Chief Executive Officer
of Hain Celestial.
The
Company’s net sales for the fourth quarter totaled $262.7 million versus the
prior year’s fourth quarter sales of $278.3 million. For the full
year, the Company’s sales reached a record $1.135 billion, a 7.5% increase over
the prior year’s $1.056 billion in sales. Foreign exchange rates
negatively impacted sales by $10.7 million in the fourth quarter and by $35.6
million for the year. Sales for the full year were also impacted by
distributor, retailer and consumer de-stocking, and in the UK by the loss of a
co-pack contract and the recently commenced phasing-out of the supply of fresh
sandwiches to a major retail customer.
In fiscal
2009, the Company restarted consumption growth in tea as it increased its focus
on selling core SKUs. The Company implemented a Stock Keeping Unit
(“SKU”) program at Celestial Seasonings®, which was modeled after the successful
SKU rationalizations in grocery, snacks and personal care. The
Company also concluded the consolidation of its personal care operations and
distribution centers. These actions collectively resulted in fourth quarter
pre-tax charges of $7.8 million, or $0.12 per share, which includes $7.1 million
charged to cost of sales for inventory and related items and $0.7 million
charged to general and administrative expenses for severance and other
costs.
GAAP
gross margins were 19.4% in the fourth quarter this year as compared to 24.3% in
the prior year quarter. GAAP gross margins in the current year
quarter were impacted principally by charges from the SKU Rationalization and
HPP. Adjusted gross margins for the fourth quarter were 24.4%, and further
improved to 28.9%, a 156 basis point improvement over the prior year quarter,
after removing HPP sales of $35.5 million and cost of sales of $36.9
million. The improved result was achieved through the maturing of
price increases and a continuing focus on cost containment and productivity
initiatives while the inflationary effects of input costs have begun to
abate.
On a GAAP
basis, selling, general and administrative expenses as a percentage of sales was
20.7% in this year’s quarter compared to 20.1% in the prior year
quarter. The Company’s adjusted selling, general and administrative
expenses were $1.2 million lower in the fourth quarter this year as compared to
last year. For the full year, selling, general and administrative
expenses on a GAAP basis were 18.9% this year versus 19.6% last year and 17.5%
this year versus 18.5% of sales on an adjusted basis in the prior
year. Adjusted selling, general and administrative expenses increased
as a percentage of sales to 19.0% in this year’s quarter compared to
18.4%. Both GAAP and adjusted selling, general and administrative
expenses increased due to the effect of fixed expenses on lower
sales.
The
Company’s balance sheet remains strong, with $212.6 million in working capital
and a current ratio of 2.6 at June 30, 2009. Debt as a percentage of
equity was 36.8%, with equity at $701.3 million.
The
Company’s adjusted effective tax rate for the full year was 33.8% versus 34.6%
in the prior year. The Company’s adjusted effective tax rate through the
nine months ended March 31, 2009 was 36.5%. The decrease compared to the
Company’s estimated tax rate resulted from lower than anticipated estimated
state taxes, due principally to the mix in income among the various states, and
lower than anticipated foreign taxes. There was no impact from the change
in tax rate on fourth quarter GAAP earnings, while fourth quarter adjusted
earnings benefitted by $0.01 per share.
“Our
investments in the operational performance of our business units position us
well to offer innovative new products with healthful attributes and invest in
the long-term for our core brands, rolling out innovative new products to the
grocery and mass market channels to meet consumers’ needs,” said Irwin
Simon. “One of these innovations is a collaborative effort to create
Martha Stewart Clean, a new line of natural cleaning products developed with
Martha Stewart to be introduced later in fiscal 2010. We are very
excited about the prospects for these products.”
“The
Company improved many key financial metrics with an emphasis on gross margin,
generating cash and debt reduction, strengthening our balance sheet during the
fourth quarter. Despite the recessionary environment, our focused
execution on cost containment, productivity, cash flow and margin enhancement
allowed us to build upon the foundation of our long-term strategy of sustainable
growth. We are well-positioned to gain momentum with our sales and
earnings in fiscal year 2010, and we are committed to creating and promoting A
Healthy Way of Life™ for the benefit of our shareholders, customers, consumers
and employees,” concluded Irwin Simon.
Fiscal
Year 2010 Guidance
The
Company announced its fiscal year 2010 guidance of $1.010 to $1.030 billion in
sales and $1.19 to $1.28 of earnings per share. Sales are expected to increase
from 4% to 6% from the Company’s fiscal year 2009 sales base less sales of HPP
and items discontinued in the SKU rationalization.
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 and fiscal year 2009 results. During the
month of September, the Company is scheduled to present at several investor
conferences including: Goldman Sachs Sixteenth Annual Global
Retailing Conference on September 9, 2009; Barclays Capital Back-to-School
Consumer Conference on September 10, 2009; RBC Capital Markets Consumer
Conference on September 17, 2009 and Canaccord Adams Healthy Living Naturally
Boston Conference on September 23, 2009. These events 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 almost all 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®, Hain
Pure Foods®, Hollywood®, Spectrum Naturals®, Spectrum Essentials®, Walnut Acres
Organic®, Imagine®, 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® and 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 within and constitutes a "Safe
Harbor" statement 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,” and
similar expressions, or the negative of those expressions, may identify
forward-looking statements. Except for
the historical information contained herein, the matters discussed in this press
release are forward-looking statements that 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 sales and earnings per
share in fiscal year 2010 given the recession 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; our
ability to implement our business and acquisition strategy, including our
strategy for improving results in Europe; our ability to realize sustainable
growth generally and from investments in core brands, offering new products and
our focus on containment, productivity, cash flow and margin enhancement in
particular, our ability to effectively integrate our acquisitions; competition;
the success and cost of introducing new products as well as our ability to
increase prices on existing products, 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 continuing adverse
effects on our results of operations from the impacts of foreign exchange; the
resolution of the SEC inquiry and litigation regarding our stock option
practices; 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, 2008. 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 only be
read in connection with the Company’s condensed consolidated statements of
earnings presented in accordance with GAAP.
The
Company defines Operating Free Cash Flow as cash provided from operating
activities less capital expenditures. In the fourth quarter of fiscal
year 2009, cash provided from operating activities was $31.1 million and capital
expenditures were $3.0 million for a total of $28.1 million. In the
fourth quarter of fiscal year 2008, cash provided from operating activities was
$3.4 million and capital expenditures were $8.5 million for a total usage of
($5.1) million.
Under the
Investor Relations section of the Company’s website at www.hain-celesital.com,
the Company will post unaudited pro forma non-GAAP information about the
Company’s investment in its HPP joint venture and stock compensation expense for
each of the annual and quarterly periods in fiscal 2009 and 2008 to allow
comparisons to the guidance provided for fiscal year 2010.
Consolidated
Balance Sheets
(In
thousands)
|
June 30,
|
June 30,
|
|||||||
|
2009
|
2008
|
|||||||
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(Unaudited)
|
||||||||
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ASSETS
|
||||||||
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Current
assets:
|
||||||||
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Cash
and cash equivalents
|
$ | 41,408 | $ | 58,513 | ||||
|
Trade
receivables, net
|
114,506 | 118,867 | ||||||
|
Inventories
|
158,590 | 175,667 | ||||||
|
Deferred
income taxes
|
13,028 | 12,512 | ||||||
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Other
current assets
|
21,599 | 27,482 | ||||||
|
Total
current assets
|
349,131 | 393,041 | ||||||
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Property,
plant and equipment, net
|
102,135 | 159,089 | ||||||
|
Goodwill,
net
|
456,459 | 550,238 | ||||||
|
Trademarks
and other intangible assets, net
|
149,196 | 136,861 | ||||||
|
Other
assets
|
66,575 | 20,155 | ||||||
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Total
assets
|
$ | 1,123,496 | $ | 1,259,384 | ||||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable and accrued expenses
|
$ | 134,618 | $ | 145,186 | ||||
|
Income
taxes payable
|
1,877 | 907 | ||||||
|
Current
portion of long-term debt
|
44 | 222 | ||||||
|
Total
current liabilities
|
136,539 | 146,315 | ||||||
|
Deferred
income taxes
|
24,615 | 26,524 | ||||||
|
Other
noncurrent liabilities
|
2,647 | 5,012 | ||||||
|
Long-term
debt, less current portion
|
258,372 | 308,220 | ||||||
|
Total
liabilities
|
422,173 | 486,071 | ||||||
|
Minority
Interest
|
- | 30,502 | ||||||
|
Stockholders'
equity:
|
||||||||
|
Common
stock
|
417 | 411 | ||||||
|
Additional
paid-in capital
|
503,161 | 488,650 | ||||||
|
Retained
earnings
|
212,285 | 237,008 | ||||||
|
Treasury
stock
|
(16,309 | ) | (15,473 | ) | ||||
|
Accumulated
other comprehensive income
|
1,769 | 32,215 | ||||||
|
Total
stockholders' equity
|
701,323 | 742,811 | ||||||
|
Total
liabilities and stockholders' equity
|
$ | 1,123,496 | $ | 1,259,384 | ||||
THE
HAIN CELESTIAL GROUP, INC.
Consolidated
Statements of Operations
(in
thousands, except per share amounts)
|
Three Months Ended June 30,
|
Twelve Months Ended June
30,
|
|||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||
|
Net
sales
|
$ | 262,705 | $ | 278,261 | $ | 1,135,306 | $ | 1,056,371 | ||||||||
|
Cost
of sales
|
211,622 | 210,669 | 876,344 | 772,062 | ||||||||||||
|
Gross
profit
|
51,083 | 67,592 | 258,962 | 284,309 | ||||||||||||
|
SG&A
expenses
|
54,372 | 55,834 | 215,008 | 207,553 | ||||||||||||
|
Impairment
of goodwill and intangibles
|
63 | - | 52,630 | - | ||||||||||||
|
Operating
income (loss)
|
(3,352 | ) | 11,758 | (8,676 | ) | 76,756 | ||||||||||
|
Interest
expense and other expenses
|
(3,083 | ) | 2,512 | 7,842 | 11,311 | |||||||||||
|
Income
(loss) before income taxes
|
(269 | ) | 9,246 | (16,518 | ) | 65,445 | ||||||||||
|
Income
tax provision
|
(1,534 | ) | 2,742 | 8,205 | 24,224 | |||||||||||
|
Net
income (loss)
|
$ | 1,265 | $ | 6,504 | $ | (24,723 | ) | $ | 41,221 | |||||||
|
Basic
per share amounts
|
$ | 0.03 | $ | 0.16 | $ | (0.61 | ) | $ | 1.03 | |||||||
|
Diluted
per share amounts
|
$ | 0.03 | $ | 0.16 | $ | (0.61 | ) | $ | 0.99 | |||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||
|
Basic
|
40,686 | 40,133 | 40,483 | 40,077 | ||||||||||||
|
Diluted
|
41,011 | 41,550 | 40,483 | 41,765 | ||||||||||||
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,
|
||||||||||||||||
|
2009 GAAP
|
Adjustments
|
2009 Adjusted
|
2008 Adjusted
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Net
sales
|
$ | 262,705 | $ | 262,705 | $ | 278,261 | ||||||||||
|
Cost
of Sales
|
211,622 | $ | (13,107 | ) | 198,515 | 207,195 | ||||||||||
|
Gross
profit
|
51,083 | 13,107 | 64,190 | 71,066 | ||||||||||||
|
SG&A
expenses
|
54,372 | (4,528 | ) | 49,844 | 51,072 | |||||||||||
|
Impairment
of goodwill and intangibles
|
63 | (63 | ) | - | - | |||||||||||
|
Operating
income (loss)
|
(3,352 | ) | 17,698 | 14,346 | 19,994 | |||||||||||
|
Interest
and other expenses, net
|
(3,083 | ) | 2,872 | (211 | ) | 2,512 | ||||||||||
|
Income
(loss) before income taxes
|
(269 | ) | 14,826 | 14,557 | 17,482 | |||||||||||
|
Income
tax provision
|
(1,534 | ) | 4,771 | 3,237 | 3,482 | |||||||||||
|
Net
income (loss)
|
$ | 1,265 | $ | 10,055 | $ | 11,320 | $ | 14,000 | ||||||||
|
Basic
net income (loss) per share
|
$ | 0.03 | $ | 0.25 | $ | 0.28 | $ | 0.35 | ||||||||
|
Diluted
net income (loss) per share
|
$ | 0.03 | $ | 0.25 | $ | 0.28 | $ | 0.34 | ||||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||
|
Basic
|
40,686 | 40,686 | 40,133 | |||||||||||||
|
Diluted
|
41,011 | 41,011 | 41,550 | |||||||||||||
|
FY 2009
|
FY 2008
|
|||||||||||||||
|
Impact on Income
before income taxes
|
Impact on Income tax
provision
|
Impact on Income
before income taxes
|
Impact on Income tax
provision
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Start-up
and integration costs related to the Company's Kosher Valley poultry
operations
|
$ | 3,901 | $ | 1,297 | ||||||||||||
|
Start-up
costs at the Fakenham manufacturing facility related to the integration of
the Haldane Foods frozen meat-free operations and, in 2009, unabsorbed
overhead resulting from expiration of a co-pack agreement with the prior
owner
|
1,506 | 422 | $ | 2,537 | $ | 230 | ||||||||||
|
SKU
rationalization, severance and other reorganization costs
|
7,064 | 2,558 | 937 | 285 | ||||||||||||
|
Other
items
|
636 | 128 | ||||||||||||||
|
Cost
of sales
|
13,107 | 4,405 | 3,474 | 515 | ||||||||||||
|
Professional
fees and other expenses incurred in connection with the review of the
Company's stock option practices, net of insurance
recovery
|
1,079 | 462 | ||||||||||||||
|
Stock
compensation expense
|
2,756 | 1,002 | 2,273 | (667 | ) | |||||||||||
|
Severance
and other reorganization costs
|
707 | 209 | 1,410 | 430 | ||||||||||||
|
Other
items
|
1,065 | 232 | ||||||||||||||
|
SG&A
expenses
|
4,528 | 1,443 | 4,762 | 225 | ||||||||||||
|
Impairment
of goodwill and intangibles
|
63 | (10 | ) | - | - | |||||||||||
|
Other
(income) expenses, net
|
(2,872 | ) | (1,067 | ) | ||||||||||||
|
Interest
and other expenses, net
|
(2,872 | ) | (1,067 | ) | - | - | ||||||||||
|
Total
adjustments
|
$ | 14,826 | $ | 4,771 | $ | 8,236 | $ | 740 | ||||||||
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,
|
||||||||||||||||
|
2009 GAAP
|
Adjustments
|
2009 Adjusted
|
2008 Adjusted
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Net
sales
|
$ | 1,135,306 | $ | 1,135,306 | $ | 1,056,371 | ||||||||||
|
Cost
of Sales
|
876,344 | $ | (25,411 | ) | 850,933 | 757,623 | ||||||||||
|
Gross
profit
|
258,962 | 25,411 | 284,373 | 298,748 | ||||||||||||
|
SG&A
expenses
|
215,008 | (16,177 | ) | 198,831 | 195,782 | |||||||||||
|
Impairment
of goodwill and intangibles
|
52,630 | (52,630 | ) | - | - | |||||||||||
|
Operating
income (loss)
|
(8,676 | ) | 94,218 | 85,542 | 102,966 | |||||||||||
|
Interest
and other expenses, net
|
7,842 | 2,038 | 9,880 | 13,313 | ||||||||||||
|
Income
(loss) before income taxes
|
(16,518 | ) | 92,180 | 75,662 | 89,653 | |||||||||||
|
Income
tax provision
|
8,205 | 17,342 | 25,547 | 30,994 | ||||||||||||
|
Net
income (loss)
|
$ | (24,723 | ) | $ | 74,838 | $ | 50,115 | $ | 58,659 | |||||||
|
Basic
net income (loss) per share
|
$ | (0.61 | ) | $ | 1.85 | $ | 1.24 | $ | 1.46 | |||||||
|
Diluted
net income (loss) per share
|
$ | (0.61 | ) | $ | 1.85 | $ | 1.24 | $ | 1.40 | |||||||
|
Weighted
average common shares outstanding:
|
||||||||||||||||
|
Basic
|
40,483 | 40,483 | 40,077 | |||||||||||||
|
Diluted
|
40,483 | 40,483 | 41,765 | |||||||||||||
|
FY 2009
|
FY 2008
|
|||||||||||||||
|
Impact on Income
before income taxes
|
Impact on Income tax
provision
|
Impact on Income
before income taxes
|
Impact on Income tax
provision
|
|||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
Start-up
and integration costs related to the Company's Kosher Valley poultry
operations
|
$ | 6,201 | $ | 2,180 | ||||||||||||
|
Start-up
costs at the Fakenham manufacturing facility related to the integration of
the Haldane Foods frozen meat-free operations and, in 2009, unabsorbed
overhead resulting from expiration of a co-pack agreement with the prior
owner
|
8,153 | 2,284 | $ | 7,490 | $ | 2,097 | ||||||||||
|
SKU
rationalization, severance and other reorganization costs
|
8,763 | 3,160 | 6,949 | 2,558 | ||||||||||||
|
Impact
of co-pack pricing agreement related to acquisition of turkey processing
facility
|
721 | 277 | ||||||||||||||
|
Other
items
|
1,573 | 486 | ||||||||||||||
|
Cost
of sales
|
25,411 | 8,387 | 14,439 | 4,655 | ||||||||||||
|
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 | 5,774 | 2,229 | ||||||||||||
|
Stock
compensation expense
|
7,211 | 2,668 | 2,129 | (722 | ) | |||||||||||
|
Legal
settlement
|
1,350 | 505 | ||||||||||||||
|
Severance
and other reorganization costs
|
4,145 | 1,477 | 3,868 | 1,392 | ||||||||||||
|
Other
items
|
2,055 | 602 | ||||||||||||||
|
SG&A
expenses
|
16,177 | 5,782 | 11,771 | 2,899 | ||||||||||||
|
Impairment
of goodwill and intangibles
|
52,630 | 4,143 | - | - | ||||||||||||
|
Other
(income) expenses, net
|
(2,038 | ) | (970 | ) | ||||||||||||
|
Gain
on the sale of the Company's investment in a rice cake manufacturing joint
venture in Belgium recorded in the first quarter of FY
2008
|
(2,002 | ) | (784 | ) | ||||||||||||
|
Interest
and other expenses, net
|
(2,038 | ) | (970 | ) | (2,002 | ) | (784 | ) | ||||||||
|
Total
adjustments
|
$ | 92,180 | $ | 17,342 | $ | 24,208 | $ | 6,770 | ||||||||