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): February 4, 2010
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THE
HAIN CELESTIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-22818
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22-3240619
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
February 4, 2010, The Hain Celestial Group, Inc. issued a press release
following its conference call to review its second quarter fiscal year 2010
results. 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:
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Exhibit
No.
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Description
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99.1
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Press
Release dated February 4, 2010.
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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: February 4,
2010
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THE
HAIN CELESTIAL GROUP, INC.
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|
(Registrant)
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By: /s/
Ira
J.
Lamel
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Name:
Ira J. Lamel
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Title: Executive
Vice President and
Chief Financial
Officer
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Exhibit
99.1
[THE HAIN
CELESTIAL GROUP, INC. LOGO OMITTED]
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Contacts:
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Ira
Lamel/Mary Anthes
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David
Lilly/Paige Gruman
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The
Hain Celestial Group, Inc.
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Kekst
and Company
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631-730-2200
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212-521-4800
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THE
HAIN CELESTIAL GROUP PROVIDES
ADDITIONAL
COMMENT ON FISCAL YEAR 2010 EARNINGS GUIDANCE
Melville, NY, February 4,
2010—The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and
organic products company providing consumers with A Healthy Way of Life™, today
announced that, as a result of a question received earlier today during the
Company’s conference call to review its second quarter fiscal year 2010 results,
the Company realized that the disclosure in the press release issued earlier
today concerning fiscal year 2010 guidance might be read in a manner that was
not intended.
Therefore,
the Company reports that its full fiscal year 2010 guidance of GAAP earnings is
expected to be $0.98 to $1.03 per share. Non-GAAP earnings per share is expected
to be $1.05 to $1.10, before charges of $0.07 per share incurred during the
Company’s first half of fiscal year 2010, consisting of the planned and
previously disclosed consolidation of its two United Kingdom-based fresh
food-to-go production facilities, or $0.05 per share, and the non-cash
write-down of the Company’s equity investment in Yeo Hiap Seng Limited, or $0.02
per share.
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®, 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. 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 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; 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 continuing adverse effects on our results of operations
from the impacts of foreign exchange; the resolution of the civil 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, 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 only be
read in connection with the Company’s condensed consolidated statements of
earnings presented in accordance with GAAP.