8-K

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)
By:	/s/ Ira J. Lamel
	Name: Ira J. Lamel
	Title:   Executive Vice President and Chief Financial Officer

EX-99.1

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	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.

 1See Reconciliation of GAAP Results to Non-GAAP Presentation Tables.

 2See Non-GAAP Financial Measures.

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.

THE HAIN CELESTIAL GROUP, INC.

Consolidated Balance Sheets

(In thousands)

	June 30,			June 30,
	2009			2008
	(Unaudited)
ASSETS
Current assets:
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
Other current assets		21,599			27,482
Total current assets		349,131			393,041
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
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