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Monster Beverage Corp 10-Q 2010

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

For the quarterly period ended September 30, 2010

 

Commission File Number 0-18761

 

 

HANSEN NATURAL CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware

 

 

39-1679918

 

(State or other jurisdiction of

 

 

(I.R.S. Employer

 

incorporation or organization)

 

 

Identification No.)

 

 

550 Monica Circle, Suite 201

Corona, California 92880

(Address of principal executive offices) (Zip code)

 

 

(951) 739 – 6200

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  

 

Yes  X    No     

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 

Yes X    No     

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Large Accelerated Filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o (Do not check if smaller reporting

 

Smaller reporting company o

company)

 

 

 

 

Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

 

Yes       No   X  

 

The Registrant had 88,577,347 shares of common stock, par value $0.005 per share, outstanding as of October 25, 2010.

 



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

SEPTEMBER 30, 2010

 

 

INDEX

 

 

 

Page No.

 

 

 

Part I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Condensed Consolidated Financial Statements (Unaudited)

 

 

 

 

 

Condensed Consolidated Balance Sheets as of
September 30, 2010 and December 31, 2009

3

 

 

 

 

Condensed Consolidated Statements of Income for the
Three- and Nine-Months Ended September 30, 2010 and 2009

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the
Nine-Months Ended September 30, 2010 and 2009

5

 

 

 

 

Notes to Condensed Consolidated Financial Statements

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

31

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

50

 

 

 

Item 4.

Controls and Procedures

52

 

 

 

 

 

 

Part II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

53

 

 

 

Item 1A.

Risk Factors

56

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

56

 

 

 

Item 3.

Defaults Upon Senior Securities

56

 

 

 

Item 4.

Reserved

56

 

 

 

Item 5.

Other Information

57

 

 

 

Item 6.

Exhibits

57

 

 

 

 

Signatures

58

 

2



Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2010 AND DECEMBER 31, 2009

(In Thousands, Except Par Value) (Unaudited)

 

 

 

September 30,
2010

 

December 31, 
2009

ASSETS

 

 

 

 

CURRENT ASSETS:

 

 

 

 

Cash and cash equivalents

 

$

509,629

 

 

$

328,349

 

Short-term investments

 

24,203

 

 

18,487

 

Trade accounts receivable, net

 

130,942

 

 

104,206

 

Distributor receivables

 

836

 

 

4,699

 

Inventories

 

148,938

 

 

108,143

 

Prepaid expenses and other current assets

 

14,974

 

 

11,270

 

Prepaid income taxes

 

2,661

 

 

-

 

Deferred income taxes

 

10,350

 

 

10,350

 

Total current assets

 

842,533

 

 

585,504

 

 

 

 

 

 

 

 

INVESTMENTS

 

46,002

 

 

80,836

 

PROPERTY AND EQUIPMENT, net

 

33,173

 

 

33,314

 

DEFERRED INCOME TAXES

 

60,948

 

 

65,678

 

INTANGIBLES, net

 

42,230

 

 

33,512

 

OTHER ASSETS

 

1,794

 

 

1,226

 

Total Assets

 

$

1,026,680

 

 

$

800,070

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

91,024

 

 

$

48,863

 

Accrued liabilities

 

29,365

 

 

14,174

 

Deferred revenue

 

9,696

 

 

9,125

 

Accrued distributor terminations

 

2,553

 

 

2,977

 

Accrued compensation

 

6,895

 

 

7,623

 

Current portion of debt

 

244

 

 

206

 

Income taxes payable

 

-

 

 

761

 

Total current liabilities

 

139,777

 

 

83,729

 

 

 

 

 

 

 

 

DEFERRED REVENUE

 

124,929

 

 

131,388

 

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

Common stock - $0.005 par value; 120,000 shares authorized; 98,312 shares issued and 88,561 outstanding as of September 30, 2010; 97,285 shares issued and 88,159 outstanding as of December 31, 2009

 

492

 

 

486

 

Additional paid-in capital

 

170,916

 

 

137,040

 

Retained earnings

 

833,293

 

 

670,396

 

Accumulated other comprehensive loss

 

(885

)

 

(4,667

)

Common stock in treasury, at cost; 9,751 shares and 9,126 shares as of September 30, 2010 and December 31, 2009, respectively

 

(241,842

)

 

(218,302

)

Total stockholders’ equity

 

761,974

 

 

584,953

 

Total Liabilities and Stockholders’ Equity

 

$

1,026,680

 

 

$

800,070

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE- AND NINE-MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(In Thousands, Except Per Share Amounts) (Unaudited)

 

 

 

Three-Months Ended

 

Nine-Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

NET SALES

 

$

381,466

 

 

$

307,929

 

 

$

985,277

 

 

$

852,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF SALES

 

183,540

 

 

142,897

 

 

469,447

 

 

395,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

197,926

 

 

165,032

 

 

515,830

 

 

457,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

90,371

 

 

72,117

 

 

247,813

 

 

205,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 

107,555

 

 

92,915

 

 

268,017

 

 

251,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE):

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

541

 

 

183

 

 

1,983

 

 

1,599

 

 

Loss on investments and put option, net (Note 3)

 

(727

)

 

(342

)

 

(864

)

 

(3,880

)

 

Total other income (expense)

 

(186

)

 

(159

)

 

1,119

 

 

(2,281

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

107,369

 

 

92,756

 

 

269,136

 

 

249,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

40,873

 

 

36,251

 

 

106,239

 

 

93,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

66,496

 

 

$

56,505

 

 

$

162,897

 

 

$

155,359

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME PER COMMON SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.75

 

 

$

0.63

 

 

$

1.84

 

 

$

1.72

 

 

Diluted

 

$

0.72

 

 

$

0.60

 

 

$

1.75

 

 

$

1.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

88,369

 

 

90,154

 

 

88,434

 

 

90,380

 

 

Diluted

 

92,865

 

 

94,683

 

 

92,915

 

 

95,060

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(In Thousands) (Unaudited)

 

 

 

Nine-Months Ended

 

 

 

September 30, 2010

 

September 30, 2009

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

162,897

 

 

$

155,359

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Amortization of trademark

 

36

 

 

56

 

 

Depreciation and other amortization

 

8,450

 

 

3,929

 

 

Loss on disposal of property and equipment

 

103

 

 

82

 

 

Stock-based compensation

 

12,835

 

 

9,761

 

 

Gain on put option

 

(3,785

)

 

-

 

 

Loss on investments, net

 

4,649

 

 

3,880

 

 

Deferred income taxes

 

2,581

 

 

-

 

 

Excess tax benefit from exercise of stock options

 

(10,192

)

 

(2,219

)

 

Provision for doubtful accounts

 

1,344

 

 

11

 

 

Effect on cash of changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

(27,929

)

 

(46,220

)

 

Distributor receivables

 

3,863

 

 

85,372

 

 

Inventories

 

(40,611

)

 

(7,116

)

 

Prepaid expenses and other current assets

 

(594

)

 

(1,287

)

 

Prepaid income taxes

 

(2,661

)

 

4,977

 

 

Accounts payable

 

42,522

 

 

2,600

 

 

Accrued liabilities

 

14,943

 

 

12,006

 

 

Accrued distributor terminations

 

(424

)

 

(99,151

)

 

Accrued compensation

 

(755

)

 

(683

)

 

Income taxes payable

 

9,431

 

 

7,408

 

 

Deferred revenue

 

(5,888

)

 

(5,583

)

 

Net cash provided by operating activities

 

170,815

 

 

123,182

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Maturities of held-to-maturity investments

 

104,967

 

 

49,931

 

 

Sales of available-for-sale investments

 

9,200

 

 

13,428

 

 

Sales of trading investments

 

5,750

 

 

-

 

 

Purchases of held-to-maturity investments

 

(89,969

)

 

(59,978

)

 

Purchases of property and equipment

 

(7,967

)

 

(16,549

)

 

Proceeds from sale of property and equipment

 

59

 

 

127

 

 

Additions to intangibles

 

(8,754

)

 

(3,365

)

 

Decrease in other assets

 

162

 

 

567

 

 

Net cash provided by (used in) investing activities

 

13,448

 

 

(15,839

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Principal payments on debt

 

(308

)

 

(1,299

)

 

Tax benefit from exercise of stock options

 

10,192

 

 

2,219

 

 

Issuance of common stock

 

10,907

 

 

1,737

 

 

Purchases of common stock held in treasury

 

(23,540

)

 

(50,957

)

 

Net cash used in financing activities

 

(2,749

)

 

(48,300

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

(234

)

 

1,813

 

 

 

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

181,280

 

 

60,856

 

 

CASH AND CASH EQUIVALENTS, beginning of period

 

328,349

 

 

256,801

 

 

CASH AND CASH EQUIVALENTS, end of period

 

$

509,629

 

 

$

317,657

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL INFORMATION:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest

 

$

9

 

 

$

45

 

 

Income taxes

 

$

97,156

 

 

$

86,397

 

 

 

5



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

(In Thousands) (Unaudited) (Continued)

 

SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEMS

 

The Company entered into capital leases for the acquisition of promotional vehicles of $0.3 million and $0.7 million for the nine-months ended September 30, 2010 and 2009, respectively.

 

 

See accompanying notes to condensed consolidated financial statements.

 

6



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

1.                                    BASIS OF PRESENTATION

 

Reference is made to the Notes to Consolidated Financial Statements, in Hansen Natural Corporation and Subsidiaries (“Hansen” or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2009 (“Form 10-K”) for a summary of significant accounting policies utilized by the Company and its consolidated subsidiaries and other disclosures, which should be read in conjunction with this Quarterly Report on Form 10-Q (“Form 10-Q”).

 

The Company’s condensed consolidated financial statements included in this Form 10-Q have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and Securities and Exchange Commission (“SEC”) rules and regulations applicable to interim financial reporting. They do not include all the information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP.  The information set forth in these interim condensed consolidated financial statements for the three- and nine-months ended September 30, 2010 and 2009 is unaudited and reflects all adjustments, which include only normal recurring adjustments and which in the opinion of management are necessary to make the interim condensed consolidated financial statements not misleading.  Results of operations for periods covered by this report may not necessarily be indicative of results of operations for the full year.

 

The preparation of financial statements in conformity with GAAP necessarily requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates.

 

The Company has reclassified $9.1 million of current deferred revenue from accrued liabilities on the consolidated balance sheet as of December 31, 2009 in order to conform to the current year presentation as a separate line item.

 

2.                                    RECENT ACCOUNTING PRONOUNCEMENTS

 

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 requires additional disclosures about fair value measurements including transfers in and out of Levels 1 and 2, and a higher level of disaggregation for the different types of financial instruments. In addition, with respect to the reconciliation of Level 3 fair value measurements, information on purchases, sales, issuances and settlements, requires separate presentation. The guidance also requires disclosure of valuation techniques and inputs used for fair value measurement of the Company’s Level 3 financial assets. The Company adopted the new guidance as of March 31, 2010, except for disclosures about purchases, sales, issuances and settlements in the roll forward of activity in Level 3 fair value measurements, which are required for fiscal years beginning after December 15, 2010.  The new guidance requires expanded disclosures only, and did not and is not expected to have a material effect on the Company’s financial position, results of operations and liquidity.

 

7



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

 

In September 2009, the FASB issued Update No. 2009-13, which updates the existing guidance regarding multiple-element revenue arrangements currently included under ASC 605-25. The revised guidance primarily provides two significant changes: 1) eliminates the need for objective and reliable evidence of the fair value for the undelivered element in order for a delivered item to be treated as a separate unit of accounting, and 2) eliminates the residual method to allocate the arrangement consideration. The guidance also expands the disclosure requirements for revenue recognition and will be effective for the first annual reporting period beginning on or after June 15, 2010, with early adoption permitted, provided that the revised guidance is retroactively applied to the beginning of the year of adoption. The Company is currently evaluating the effect of this update on its financial position, results of operations and liquidity.

 

3.                                    FAIR VALUE OF CERTAIN ASSETS AND LIABILITIES

 

ASC 820 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The three levels of inputs required by the standard that the Company uses to measure fair value are summarized below.

 

·                      Level 1: Quoted prices in active markets for identical assets or liabilities.

 

·                   Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

 

·                   Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

ASC 820 requires the use of observable market inputs (quoted market prices) when measuring fair value and requires a Level 1 quoted price to be used to measure fair value whenever possible.

 

8



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

The following tables present the fair value of the Company’s financial assets recorded at fair value on a recurring basis, segregated among the appropriate levels within the fair value hierarchy at:

 

 September 30, 2010

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 Cash

 

$

46,257

 

$

-

 

$

-

 

$

46,257

 

 Money market funds

 

403,376

 

-

 

-

 

403,376

 

 U.S. Treasuries

 

59,996

 

-

 

-

 

59,996

 

 Auction rate securities

 

-

 

-

 

70,205

 

70,205

 

 Put option related to auction rate securities

 

-

 

-

 

3,785

 

3,785

 

Total

 

$

509,629

 

$

-

 

$

73,990

 

$

583,619

 

 

 

 

 

 

 

 

 

 

 

 Amounts included in:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

509,629

 

$

-

 

$

-

 

$

509,629

 

Short-term investments

 

-

 

-

 

24,203

 

24,203

 

Investments

 

-

 

-

 

46,002

 

46,002

 

Prepaid expenses and other current assets

 

-

 

-

 

3,053

 

3,053

 

Other assets

 

-

 

-

 

732

 

732

 

Total

 

$

509,629

 

$

-

 

$

73,990

 

$

583,619

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 December 31, 2009

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 Cash

 

$

16,474

 

$

-

 

$

-

 

$

16,474

 

 Money market funds

 

266,877

 

-

 

-

 

266,877

 

 U.S. Treasuries

 

59,996

 

-

 

-

 

59,996

 

 Auction rate securities

 

-

 

-

 

84,325

 

84,325

 

Total

 

$

343,347

 

$

-

 

$

84,325

 

$

427,672

 

 

 

 

 

 

 

 

 

 

 

 Amounts included in:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

328,349

 

$

-

 

$

-

 

$

328,349

 

Short-term investments

 

14,998

 

-

 

3,489

 

18,487

 

Investments

 

-

 

-

 

80,836

 

80,836

 

Total

 

$

343,347

 

$

-

 

$

84,325

 

$

427,672

 

 

9



Table of Contents

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets as of September 30, 2010:

 

 

 

Level 3
Auction Rate
 Securities

 

Level 3 Put
Option

 

Balance at December 31, 2009

 

$

84,325

 

 

$

-

 

Transfers to Level 3

 

-

 

 

-

 

Recognized gain included in income

 

-

 

 

5,092

 

Recognized loss included in income

 

(4,516

)

 

-

 

Unrealized gain included in other comprehensive loss

 

4,635

 

 

-

 

Net settlements

 

(3,675

)

 

-

 

Balance at March 31, 2010

 

$

80,769

 

 

$

5,092

 

Transfers to Level 3

 

-

 

 

-

 

Recognized gain included in income

 

279

 

 

-

 

Recognized loss included in income

 

-

 

 

(992

)

Unrealized gain included in other comprehensive loss

 

543

 

 

-

 

Net settlements

 

(5,425

)

 

-

 

Balance at June 30, 2010

 

$

76,166

 

 

$

4,100

 

Transfers to Level 3

 

-

 

 

-

 

Recognized gain included in income

 

547

 

 

-

 

Recognized loss included in income

 

(957

)

 

(315

)

Unrealized gain included in other comprehensive loss

 

299

 

 

-

 

Net settlements

 

(5,850

)

 

-

 

Balance at September 30, 2010

 

$

70,205

 

 

$

3,785

 

 

 

The majority of the Company’s Level 3 assets are comprised of municipal or educational related or other public body notes with an auction reset feature (“auction rate securities”). A large portion of these notes carry an investment grade or better credit rating and are additionally backed by various federal agencies and/or monoline insurance companies. The applicable interest rate is reset at pre-determined intervals, usually every 7 to 35 days. Liquidity for these auction rate securities was typically provided by an auction process which allowed holders to sell their notes at periodic auctions.  During the nine-months ended September 30, 2010 and the year ended December 31, 2009, the auctions for these auction rate securities failed. The auction failures have been attributable to inadequate buyers and/or buying demand and/or the lack of support from financial advisors and sponsors. In the event that there is a failed auction, the indenture governing the security in some cases requires the issuer to pay interest at a default rate that may be above market rates for similar instruments. The securities for which auctions have failed will continue to accrue and/or pay interest at their pre-determined rates and be auctioned every 7 to 35 days until their respective auction succeeds, the issuer calls the securities, they mature or the Company is able to sell the securities to third parties. As a result, the Company’s ability to liquidate and fully recover the carrying value of its auction rate securities in the near term may be limited. Consequently, these securities, except those that were redeemed at par after September 30, 2010 and December 31, 2009, or those that the Company intends to sell prior to September 30, 2011 as a result of the agreement described below, are classified as long-term investments in the accompanying consolidated balance sheets.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

In March 2010, the Company entered into an agreement (the “ARS Agreement”), related to $54.2 million in par value auction rate securities (“ARS Securities”).  Under the ARS Agreement, the Company has the right, but not the obligation, to sell these ARS Securities including all accrued but unpaid interest (the “Put Option”) as follows: (i) on or after March 22, 2011, up to $13.6 million aggregate par value; and (ii) semi-annual or annual installments thereafter with full sale rights available on or after March 22, 2013. The ARS Securities will continue to accrue interest until redeemed through the Put Option, or as determined by the auction process or the terms outlined in the prospectus of the respective ARS Securities when the auction process fails. During the three- and nine-months ended September 30, 2010, $5.2 million and $5.8 million, respectively, of par value ARS Securities were redeemed at par through normal market channels.

 

The ARS Agreement represents a firm commitment in accordance with ASC 815, which defines a firm commitment with an unrelated party, binding on both parties and usually legally enforceable, with the following characteristics: (i) the commitment specifies all significant terms, including the quantity to be exchanged, the fixed price, and the timing of the transaction; and (ii) the commitment includes a disincentive for nonperformance that is sufficiently large to make performance probable. The enforceability of the ARS Agreement results in a Put Option and should be recognized as a separate freestanding asset and is accounted for separately from the Company’s auction rate securities. The Put Option does not meet the definition of a derivative instrument under ASC 815.  Therefore, the Company elected the fair value option under ASC 825-10 in accounting for the Put Option.  As of September 30, 2010, the Company recorded $3.8 million as the fair market value of the Put Option ($3.1 million current portion included in prepaid expenses and other current assets and $0.7 million long-term portion included in other assets) in the condensed consolidated balance sheet, with a corresponding (loss) gain of ($0.3) million and $3.8 million recorded in other income (expense) in the condensed consolidated statements of income for the three- and nine-months ended September 30, 2010, respectively.  The valuation of the Put Option utilized a mark-to-model approach which included estimates for interest rates, timing and amount of cash flows, adjusted for any bearer risk associated with the put issuer’s ability to repurchase the ARS Securities in installments as indicated above beginning March 22, 2011, and expected holding periods for the Put Option. These assumptions are typically volatile and subject to change as the underlying data sources and market conditions evolve. The Put Option will continue to be adjusted on each balance sheet date based on its then fair value, with changes in fair value recorded in earnings.

 

At September 30, 2010, the Company held auction rate securities with a face value of $81.5 million (amortized cost basis of $72.4 million). A Level 3 valuation was performed on the Company’s auction rate securities as of September 30, 2010 resulting in a fair value of $25.8 million for the Company’s available-for-sale auction rate securities (after a $7.2 million impairment) and $44.4 million for the Company’s trading auction rate securities, which are included in short- and long-term investments.  This valuation utilized a mark-to-model approach which included estimates for interest rates, timing and amount of cash flows, credit and liquidity premiums, and expected holding periods for the auction rate securities. These assumptions are typically volatile and subject to change as the underlying data sources and market conditions evolve.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

ASC 320-10-35 indicates that an other-than-temporary impairment must be recognized through earnings if an investor has the intent to sell the debt security or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost basis.  However, even if an investor does not expect to sell a debt security, it must compare the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis of the security, the entire amortized cost basis of the security will not be recovered (that is, a “Credit Loss” exists), and an other-than-temporary impairment shall be considered to have occurred. In the event of a Credit Loss and absent the intent or requirement to sell a debt security before recovery of its amortized cost, only the amount associated with the Credit Loss is recognized as a loss in the income statement. The amount of loss relating to other factors is recorded in accumulated other comprehensive loss. ASC 320-10-35 also requires additional disclosures regarding the calculation of the Credit Loss and the factors considered in reaching a conclusion that an investment is not other-than-temporarily impaired.

 

In connection with the ARS Agreement, during the first fiscal quarter of 2010, the Company reclassified $54.2 million of auction rate securities from available-for-sale to trading in accordance with ASC 320, as the Company has the ability and intent to exercise the related Put Option beginning March 22, 2011. The Company recognized a net gain (loss) through earnings on its trading securities of $0.5 million and ($4.1) million during the three- and nine-months ended September 30, 2010, respectively.

 

The Company determined that of the $7.2 million impairment of its available-for-sale auction rate securities at September 30, 2010, $2.2 million was deemed temporary and $5.0 million was deemed other-than-temporary. The other-than-temporary impairment was deemed Credit Loss related.  The Company recorded a net charge through earnings of $1.0 million and $0.6 million of  other-than-temporary impairment that was deemed Credit Loss during the three- and nine- months ended September 30, 2010, respectively ($3.9 million and $0.5 million had been previously deemed other-than-temporary Credit Loss related and were charged through earnings for the years ended December 31, 2009 and 2008, respectively). At September 30, 2010, $2.2 million of temporary impairment has been recorded, less a tax benefit of $1.0 million, as a component of accumulated other comprehensive loss. The factors evaluated to differentiate between temporary impairment and other-than-temporary impairment included the projected future cash flows, credit ratings actions, and assessment of the credit quality of the underlying collateral, as well as the other factors included in the valuation model for debt securities described above.

 

The net effect of (i) the acquisition of the Put Option during the first fiscal quarter of 2010; (ii) the revaluation of the Put Option as of September 30, 2010; (iii) the transfer from available-for-sale to trading of the ARS Securities during the first fiscal quarter of 2010; (iv) the revaluation of trading ARS Securities as of September 30, 2010; (v) the redemption at par of certain ARS Securities; (vi) a recognized gain resulting from the redemption at par of a previously other-than-temporary impaired security during the first fiscal quarter of 2010; and (vii) an increase in the other-than-temporary impairment of certain auction rate securities, resulted in losses of $0.7 million and $0.9 million, included in other income (expense) for the three- and nine-months ended September 30, 2010, respectively.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

 

The Company holds additional auction rate securities that do not have a related put option.  These auction rate securities continue to be classified as available-for-sale securities.  The Company intends to retain its investment in the issuers until the earlier of the anticipated recovery in market value or maturity.

 

Based on the Company’s ability to access cash and cash equivalents and other short-term investments and based on the Company’s expected operating cash flows, the Company does not anticipate that the current lack of liquidity of these investments will have a material adverse effect on its liquidity or working capital. If uncertainties in the credit and capital markets continue, or uncertainties in the expected performance of the issuer of the Put Option arise, or there are rating downgrades on the auction rate securities held by the Company, the Company may be required to recognize additional impairments on these investments.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

4.         INVESTMENTS

 

The following table summarizes the Company’s investments at:

 

September 30, 2010

 

Amortized
Cost

 

Gross
Unrealized
Holding
Gains

 

Gross
Unrealized
Holding
Losses

 

Fair
Value

 

Continuous
Unrealized
Loss
Position less
than 12
Months

 

Continuous
Unrealized
Loss
Position
greater than
12 Months

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

$

200

 

 

$

-

 

 

$

14

 

 

$

186

 

 

$

-

 

 

$

14

 

Long-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

27,790

 

 

-

 

 

2,169

 

 

25,621

 

 

-

 

 

2,169

 

Total

 

$

27,990

 

 

$

-

 

 

$

2,183

 

 

25,807

 

 

$

-

 

 

$

2,183

 

Trading

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

 

 

 

 

 

 

 

 

 

24,017

 

 

 

 

 

 

 

Long-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

 

 

 

 

 

 

 

 

 

20,381

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

$

70,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2009

 

Amortized
Cost

 

Gross
Unrealized
Holding
Gains

 

Gross
Unrealized
Holding
Losses

 

Fair
Value

 

Continuous
Unrealized
Loss
Position less
than 12
Months

 

Continuous
Unrealized
Loss
Position
greater than
12 Months

Held to Maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasuries

 

$

14,998

 

 

$

-

 

 

$

-

 

 

$

14,998

 

 

$

-

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

3,651

 

 

-

 

 

162

 

 

3,489

 

 

-

 

 

162

 

Long-term:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities

 

88,334

 

 

-

 

 

7,498

 

 

80,836

 

 

-

 

 

7,498

 

Total

 

$

106,983

 

 

$

-

 

 

$

7,660

 

 

$

99,323

 

 

$

-

 

 

$

7,660

 

 

The following table summarizes the maturities of the Company’s investments at:

 

 

 

September 30, 2010

 

December 31, 2009

 

 

 

Amortized
Cost

 

Fair Value

 

Amortized
Cost

 

Fair Value

 

Less than 1 year

 

$

24,217

 

 

$

24,203

 

 

$

18,649

 

 

$

18,487

 

 

Due 1 - 10 years

 

-

 

 

-

 

 

300

 

 

282

 

 

Due 11 - 20 years

 

4,575

 

 

4,148

 

 

4,950

 

 

4,578

 

 

Due 21 - 30 years

 

36,169

 

 

34,427

 

 

58,925

 

 

53,570

 

 

Due 31 - 40 years

 

7,427

 

 

7,427

 

 

24,159

 

 

22,406

 

 

Total

 

$

72,388

 

 

$

70,205

 

 

$

106,983

 

 

$

99,323

 

 

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

5.                                    INVENTORIES

 

Inventories consist of the following at:

 

 

 

September 30,
2010

 

December 31,
2009

 

Raw materials

 

$

58,727

 

$

43,663

 

Finished goods

 

90,211

 

64,480

 

 

 

$

148,938

 

$

108,143

 

 

 

6.                                    PROPERTY AND EQUIPMENT, Net

 

Property and equipment consist of the following at:

 

 

 

September 30,
2010

 

December 31,
2009

 

Land

 

$

3,076

 

 

$

3,076

 

 

Leasehold improvements

 

2,447

 

 

2,365

 

 

Furniture and fixtures

 

1,942

 

 

1,752

 

 

Office and computer equipment

 

5,777

 

 

5,585

 

 

Computer software

 

8,403

 

 

8,313

 

 

Equipment

 

17,395

 

 

12,377

 

 

Vehicles

 

14,529

 

 

12,170

 

 

 

 

53,569

 

 

45,638

 

 

Less: accumulated depreciation and amortization

 

(20,396

)

 

(12,324

)

 

 

 

$

33,173

 

 

$

33,314

 

 

 

7.                                     INTANGIBLES, Net

 

Intangibles consist of the following at:

 

 

 

September 30,
2010

 

December 31,
2009

 

Amortizing intangibles

 

$

1,047

 

 

$

1,073

 

 

Accumulated amortization

 

(440

)

 

(414

)

 

 

 

607

 

 

659

 

 

Non-amortizing intangibles

 

41,623

 

 

32,853

 

 

 

 

$

42,230

 

 

$

33,512

 

 

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

All amortizing trademarks have been assigned an estimated useful life and such trademarks are amortized on a straight-line basis over the number of years that approximate their respective useful lives ranging from one to 25 years (weighted-average life of 20 years).  Amortization expense was $0.01 million for both the three-months ended September 30, 2010 and 2009, respectively.  Amortization expense was $0.04 million for both the nine-months ended September 30, 2010 and 2009, respectively.

 

8.                                    DISTRIBUTION AGREEMENTS

 

Amounts received pursuant to distribution agreements entered into with certain distributors have been accounted for as deferred revenue in the accompanying condensed consolidated balance sheets and are recognized as revenue ratably over the anticipated life of the respective distribution agreement, generally 20 years. Revenue recognized was $2.3 million and $1.8 million for the three-months ended September 30, 2010 and 2009, respectively.  Revenue recognized was $6.0 million and $5.6 million for the nine-months ended September 30, 2010 and 2009, respectively.

 

9.                                    COMMITMENTS AND CONTINGENCIES

 

The Company has purchase commitments aggregating approximately $22.9 million, which represent commitments made by the Company and its subsidiaries to various suppliers of raw materials for the manufacturing and packaging of its products.  These obligations vary in terms.

 

The Company has noncancelable contractual obligations aggregating approximately $45.8 million, which are related primarily to sponsorships and other marketing activities.

 

Litigation – In September 2006, Christopher Chavez purporting to act on behalf of himself and a class of proposed consumers filed an action in the Superior Court of the State of California, County of San Francisco, against the Company and its subsidiaries for unfair business practices, false advertising, violation of California Consumers Legal Remedies Act (“CLRA”) fraud, deceit and/or misrepresentation alleging that the Company misleadingly labels its Blue Sky beverages as manufactured and canned/bottled wholly in Santa Fe, New Mexico.  Defendants removed this Superior Court action to the United States District Court for the Northern District of California (the “District Court”) under the Class Action Fairness Act and filed motions for dismissal or transfer.  On June 11, 2007, the District Court granted the Company’s motion to dismiss Chavez’s complaint with prejudice.  On June 23, 2009, the United States Court of Appeals for the Ninth Circuit (“Ninth Circuit”) filed a memorandum opinion reversing the decision of the District Court and remanded the case to the District Court for further proceedings.  The Company filed a motion to dismiss the CLRA claims; the plaintiff filed a motion for a decision on a preemption issue; and the plaintiff filed a motion for class certification.  The hearing for all three motions occurred on May 27, 2010.  On June 18, 2010, the District Court entered an order certifying the class, ruled that there was no preemption by federal law, and denied the Company’s motion to dismiss.  The class that the District Court certified initially consists of all persons who purchased any beverage bearing the Blue Sky mark or brand in the United States at any time between May 16, 2002 and June 30, 2006. The Company subsequently filed a petition with the Ninth Circuit seeking permission to file an immediate appeal to reverse the decision to certify a class.  On August 27, 2010, the Ninth Circuit denied the Company’s petition.  On September 9, 2010, the District Court approved the form of the class notice and its distribution plan; and set an opt-out date of December 10, 2010 and a trial date for March, 2011.  On September 28, 2010, the Company filed a Request for Leave to file a motion for reconsideration of the order certifying the class action.  The Company believes it has meritorious defenses to all the allegations and plans a vigorous defense.  Discovery on the merits of the claims and defenses has just begun.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

On August 28, 2008, the Company initiated an action against Oppenheimer Holdings Inc., Oppenheimer & Co. Inc., and Oppenheimer Asset Management Inc., in the United States District Court, Central District of California, for violations of federal securities laws and the Investment Advisers Act of 1940, as amended, arising out of the Company’s purchase of auction rate securities.  The Company stipulated to arbitration before the Financial Industry Regulatory Authority (“FINRA”), where the matter is now proceeding and has been rescheduled for March, 2011.  The Company has voluntarily dismissed, without prejudice, its claims against Oppenheimer Asset Management, Inc.  The FINRA panel denied Oppenheimer Holdings, Inc.’s motion to be dismissed from the proceeding.

 

In May 2009, Avraham Wellman, purporting to act on behalf of himself and a class of consumers in Canada, filed a putative class action in the Ontario Superior Court of Justice, in the City of Toronto, Ontario, Canada, against the Company and its former Canadian distributor, Pepsi-Cola Canada Ltd., as defendants.  The plaintiff alleges that the defendants misleadingly packaged and labeled Monster Energy® products in Canada by not including sufficiently specific statements with respect to contra-indications and/or adverse reactions associated with the consumption of the energy drink products.  The plaintiff’s claims against the defendants are for negligence, unjust enrichment, and making misleading/false representations in violation of the Competition Act (Canada), the Food and Drugs Act (Canada) and the Consumer Protection Act, 2002 (Ontario).  The plaintiff claims general damages on behalf of the putative class in the amount of CDN$20 million, together with punitive damages of CDN$5 million, plus legal costs and interest. The plaintiff’s certification motion materials have not yet been filed.  In accordance with class action practices in Ontario, the Company will not file an answer to the complaint until after the determination of the certification motion.  The Company believes that the plaintiff’s complaint is without merit and plans a vigorous defense.

 

In addition to the above matters, the Company is subject to litigation from time to time in the normal course of business, including claims from terminated distributors.  Although it is not possible to predict the outcome of such litigation, based on the facts known to the Company and after consultation with counsel, management believes that such litigation in the aggregate will likely not have a material adverse effect on the Company’s financial position or results of operations.

 

Securities Litigation — On September 11, 2008, a federal securities class action complaint styled Cunha v. Hansen Natural Corp., et al. was filed in the United States District Court for the Central District of California (the “District Court”). On September 17, 2008, a second federal securities class action complaint styled Brown v. Hansen Natural Corp., et al. was also filed in the District Court.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

On July 14, 2009, the Court entered an order consolidating the actions and appointing lead counsel and the Structural Ironworkers Local Union #1 Pension Fund as lead plaintiff. On August 28, 2009, lead plaintiff filed a Consolidated Complaint for Violations of Federal Securities Laws (the “Class Action Complaint”). The Class Action Complaint purported to be brought on behalf of a class of purchasers of the Company’s stock during the period November 9, 2006 through November 8, 2007 (the “Class Period”).  It named as defendants the Company, Rodney C. Sacks, Hilton H. Schlosberg, and Thomas J. Kelly. Plaintiff principally alleged that, during the Class Period, the defendants made false and misleading statements relating to the Company’s distribution coordination agreements with Anheuser-Busch, Inc. (“AB”) and its sales of “Allied” energy drink lines, and engaged in sales of shares in the Company on the basis of material non-public information.  Plaintiff also alleged that the Company’s financial statements for the second quarter of 2007 did not include certain promotional expenses.  The Class Action Complaint alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, and sought an unspecified amount of damages.

 

On November 16, 2009, the defendants filed their motion to dismiss the Class Action Complaint pursuant to Federal Rules of Civil Procedure 12(b)(6) and 9(b), as well as the Private Securities Litigation Reform Act.  On July 12, 2010, following a hearing, the District Court granted the Defendants’ motion to dismiss the Class Action Complaint, with leave to amend, on the grounds, among others, that it failed to specify which statements Plaintiff claimed were false or misleading, failed adequately to allege that certain statements were actionable or false or misleading, and failed adequately to demonstrate that Defendants acted with scienter.

 

On August 27, 2010, Plaintiff filed a Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws (the “Amended Class Action Complaint”).  While similar in many respects to the Class Action Complaint, the Amended Class Action Complaint drops certain of the allegations set forth in the Class Action Complaint and makes certain new allegations, including that the Company engaged in “channel stuffing” during the Class Period that rendered false or misleading the Company’s reported sales results and certain other statements made by the defendants.  In addition, it no longer names Thomas J. Kelly as a defendant.  The Amended Class Action Complaint continues to allege violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, and seeks an unspecified amount of damages. Defendants’ motion to dismiss the Amended Class Action Complaint is due on November 8, 2010.

 

Derivative Litigation — On October 15, 2008, a derivative complaint was filed in the United States District Court for the Central District of California (the “District Court”), styled Merckel v. Sacks, et al.  On November 17, 2008, a second derivative complaint styled Dislevy v. Sacks, et al. was also filed in the District Court.  The derivative suits were each brought, purportedly on behalf of the Company, by a shareholder of the Company who made no prior demand on the Company’s Board of Directors.

 

On June 29, 2009, the Court entered an order consolidating the Merckel and Dislevy actions.  On July 13, 2009, the Court entered an order re-styling the consolidated actions as In re Hansen Derivative Shareholder Litigation, appointing Raymond Merckel as lead plaintiff and appointing lead counsel, and establishing a schedule for the filing of a consolidated amended complaint and for defendants’ response to such complaint.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

On October 13, 2009, a purported Consolidated Shareholder Derivative Complaint (the “Derivative Complaint”) was filed.  The Derivative Complaint named as defendants certain current and former officers, directors, and employees of the Company, including Rodney C. Sacks, Hilton H. Schlosberg, Harold C. Taber, Jr., Benjamin M. Polk, Norman C. Epstein, Mark S. Vidergauz, Sydney Selati, Thomas J. Kelly, Mark J. Hall, and Kirk S. Blower, as well as Hilrod Holdings, L.P.  The Company was named as a nominal defendant. The factual allegations of the Derivative Complaint were similar to those set forth in the Class Action Complaint described above.  The Derivative Complaint alleged that, from November 2006 to the present, the defendants caused the Company to issue false and misleading statements concerning its business prospects and failed to properly disclose problems related to its non-Monster energy drinks, the prospects for the Anheuser-Busch distribution relationship, and alleged “inventory loading” that affected the Company’s results for the second quarter of 2007.  The Derivative Complaint further alleged that while the Company’s shares were purportedly artificially inflated because of those improper statements, certain of the defendants sold Company stock while in possession of material non-public information.  The Derivative Complaint asserted various causes of action, including breach of fiduciary duty, aiding and abetting breach of fiduciary duty, violation of Cal. Corp. Code §§ 25402 and 25403 for insider selling, and unjust enrichment.  The suit sought an unspecified amount of damages to be paid to the Company and adoption of corporate governance reforms, among other things.

 

On January 8, 2010, the Company filed its motion to dismiss the Derivative Complaint pursuant to Federal Rules of Civil Procedure 12(b)(6) and 23.1.  Plaintiff’s counsel filed an opposition to the motion on February 22, 2010, in which it stated that lead plaintiff Raymond Merckel was no longer communicating with counsel and that it had located another shareholder of the Company, Anastasia Brueckheimer, who was willing to act as lead plaintiff.  On March 2, 2010, Plaintiff’s counsel filed a motion to amend the Derivative Complaint pursuant to Rule 15(a)(2) for the purpose of replacing Mr. Merckel as lead plaintiff.

 

On July 12, 2010, the District Court held a hearing on the Company’s motion to dismiss and on Plaintiff counsel’s motion to amend the Derivative Complaint.  In conjunction with the hearing, the District Court issued a tentative ruling that did not grant the motion to amend and instead indicated that the proposed substitute lead plaintiff, Ms. Brueckheimer, should have sought to intervene in the action pursuant to Rule 24.  The Court’s tentative ruling further stated that (assuming that Ms. Brueckheimer were allowed to substitute as lead plaintiff) the Company’s motion to dismiss the Derivative Complaint would be granted, with leave to amend, on the ground that the allegations of demand futility were insufficient to excuse the failure to make a pre-suit demand on the Company’s Board of Directors.  Following the hearing, the District Court allowed Ms. Brueckheimer to file a motion for leave to intervene, and Ms. Brueckheimer subsequently filed a motion to intervene on July 16, 2010.  On August 5, 2010, the parties filed a stipulation and proposed order with the District Court pursuant to which Ms. Brueckheimer would be permitted to intervene in the Derivative Litigation as lead plaintiff and to file a Verified Complaint in Intervention (the “Complaint in Intervention”) similar in all material respects to the Derivative Complaint.  The District Court so-ordered the stipulation and proposed order and, as a result, the Complaint in Intervention was deemed to have been dismissed with leave to amend for the reasons set forth in the Court’s July 12, 2010 ruling.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

On October 1, 2010, Ms. Brueckheimer filed a Verified Amended Consolidated Shareholder Derivative Complaint (the “Amended Derivative Complaint”).  While the Amended Derivative Complaint asserts the same causes of action and contains many of the same substantive allegations as the Derivative Complaint, it also advances new allegations about “channel stuffing,” which are substantially similar to the allegations pled in the Amended Class Action Complaint.  The Company’s motion to dismiss the Amended Derivative Complaint is due on December 6, 2010.

 

Although the ultimate outcome of these matters cannot be determined with certainty, the Company believes that the allegations in the Amended Class Action Complaint and the Amended Derivative Complaint are without merit. The Company intends to vigorously defend against these lawsuits.

 

10.                            COMPREHENSIVE INCOME

 

The components of comprehensive income are as follows:

 

 

 

Three-Months Ended

 

Nine-Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Net income, as reported

 

$

66,496

 

$

56,505

 

$

162,897

 

$

155,359

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Change in unrealized loss on available-for-sale securities, net of tax

 

181

 

451

 

3,330

 

4,130

 

Foreign currency translation adjustments

 

3,119

 

826

 

452

 

2,170

 

Comprehensive income

 

$

69,796

 

$

57,782

 

$

166,679

 

$

161,659

 

 

 

The components of accumulated other comprehensive loss are as follows:

 

 

 

September 30, 2010

 

 

December 31, 2009

 

Accumulated net unrealized loss on available-for-sale securities, net of tax benefit of $1.0 million and $3.1 million as of September 30, 2010 and December 31, 2009, respectively

 

$

(1,259

)

 

$

(4,589

)

Foreign currency translation adjustments

 

374

 

 

(78

)

Total accumulated other comprehensive loss

 

$

(885

)

 

$

(4,667

)

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

11.                            TREASURY STOCK PURCHASE

 

During the nine-months ended September 30, 2010, the Company purchased 0.6 million shares of common stock at an average purchase price of $37.68 per share for a total amount of $23.6 million, which the Company holds in treasury.  The Company purchased no shares of common stock during the three-months ended September 30, 2010. During the three- and nine-months ended September 30, 2009, the Company purchased 1.6 million shares of common stock at an average purchase price of $31.96 per share for a total amount of $51.0 million, which the Company holds in treasury.

 

12.                            STOCK-BASED COMPENSATION

 

The Company has two stock option plans under which shares were available for grant at September 30, 2010: the Hansen Natural Corporation Amended and Restated 2001 Stock Option Plan (the “2001 Option Plan”) and the 2009 Hansen Natural Corporation Stock Incentive Plan for Non-Employee Directors (the “2009 Directors Plan”). At September 30, 2010, there were 4.0 million shares available for grant under the Company’s stock option plans.

 

Under the Company’s stock option plans, all grants are made at exercise prices based on the fair value of the common stock on the date of grant. The Company recorded $4.3 million and $3.3 million of compensation expense relating to outstanding options and restricted stock units (granted to non-employee directors under the 2009 Directors Plan) during the three-months ended September 30, 2010 and 2009, respectively. The Company recorded $12.8 million and $9.8 million of compensation expense relating to outstanding options and restricted stock units during the nine-months ended September 30, 2010 and 2009, respectively. Refer to “Change in Estimated Forfeiture Rate” within this Note 12 for additional information.

 

The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. Stock-based compensation cost for restricted stock units is measured based on the closing fair market value of the Company’s common stock at the date of grant. The Company records compensation expense for non-employee stock options based on the estimated fair value of the options as of the earlier of (1) the date at which a commitment for performance by the non-employee to earn the stock option is reached and (2) the date at which the non-employee’s performance is complete, using the Black-Scholes-Merton option pricing formula with the assumptions included in the table below. The Company uses historical data to determine the exercise behavior, volatility and forfeiture rate of the options.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

The following weighted-average assumptions were used to estimate the fair value of options granted during:

 

 

 

Three-Months Ended September 30,

 

Nine-Months Ended September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Dividend yield

 

0.0 %

 

0.0 %

 

0.0 %

 

0.0 %

 

Expected volatility

 

58 %

 

62 %

 

59 %

 

64 %

 

Risk-free interest rate

 

1.7 %

 

2.6 %

 

2.1 %

 

2.3 %

 

Expected term

 

5.9 Years

 

5.7 Years

 

5.8 Years

 

5.4 Years

 

 

 

Expected Volatility: The Company uses historical volatility as it provides a reasonable estimate of the expected volatility. Historical volatility is based on the most recent volatility of the stock price over a period of time equivalent to the expected term of the option.

 

Risk-Free Interest Rate: The risk-free interest rate is based on the U.S. Treasury zero coupon yield curve in effect at the time of grant for the expected term of the option.

 

Expected Term: The Company’s expected term represents the weighted-average period that the Company’s stock options are expected to be outstanding. The expected term is based on expected time to post-vesting exercise of options by employees. The Company uses historical exercise patterns of previously granted options to derive employee behavioral patterns used to forecast expected exercise patterns.

 

The following table summarizes the Company’s activities with respect to its stock option plans as follows:

 

 

 

Number of
Shares (In
Thousands)

 

 

Weighted-
Average
Exercise
Price Per
Share

 

Weighted-
Average
Remaining
Contractual
Term (In
Years)

 

Aggregate
Intrinsic
Value

 

Balance at January 1, 2010

 

10,705

 

 

$

15.37

 

5.9

 

$

248,288  

 

Granted 01/01/10 - 03/31/10

 

74

 

 

$

39.42

 

 

 

 

 

Granted 04/01/10 - 06/30/10

 

213

 

 

$

39.83

 

 

 

 

 

Granted 07/01/10 - 09/30/10

 

138

 

 

$

41.57

 

 

 

 

 

Exercised

 

(1,027

)

 

$

10.62

 

 

 

 

 

Cancelled or forfeited

 

(172

)

 

$

33.92

 

 

 

 

 

Outstanding at September 30, 2010

 

9,931

 

 

$

16.61

 

5.4

 

$

297,980  

 

Vested and expected to vest in the future at September 30, 2010

 

9,506

 

 

$

15.78

 

5.2

 

$

293,174  

 

Exercisable at September 30, 2010

 

6,838

 

 

$

9.09

 

4.1

 

$

256,631  

 

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

The weighted-average grant-date fair value of options granted during the three-months ended September 30, 2010 and 2009 was $22.59 per share and $18.47 per share, respectively. The weighted-average grant-date fair value of options granted during the nine-months ended September 30, 2010 and 2009 was $22.13 per share and $19.90 per share, respectively. The total intrinsic value of options exercised during the three-months ended September 30, 2010 and 2009 was $11.9 million and $1.4 million, respectively. The total intrinsic value of options exercised during the nine-months ended September 30, 2010 and 2009 was $33.1 million and $11.1 million, respectively.

 

Cash received from option exercises under all plans for the three-months ended September 30, 2010 and 2009 was approximately $5.9 million and $0.3 million, respectively. Cash received from option exercises under all plans for the nine-months ended September 30, 2010 and 2009 was approximately $10.9 million and $1.7 million, respectively. The excess tax benefit realized for tax deductions from non-qualified stock option exercises and disqualifying dispositions of incentive stock options for the three-months ended September 30, 2010 and 2009 was $3.5 million and $0.1 million, respectively. The excess tax benefit realized for tax deductions from non-qualified stock option exercises and disqualifying dispositions of incentive stock options for the nine-months ended September 30, 2010 and 2009 was $10.2 million and $2.2 million, respectively.

 

At September 30, 2010, there was $47.0 million of total unrecognized compensation expense related to nonvested shares granted to both employees and non-employees under the Company’s share-based payment plans. That cost is expected to be recognized over a weighted-average period of 3.0 years.

 

On June 9, 2010, the Company granted 0.006 million restricted stock units to non-employee directors vesting one year after grant date. The weighted-average grant-date fair value of the restricted stock units granted during the nine-months ended September 30, 2010 was $38.40 per share. At September 30, 2010, total unrecognized compensation expense relating to unvested restricted stock units was $0.2 million, which is expected to be recognized over a weighted-average period of one year.

 

Change in Estimated Forfeiture Rate

 

During the three-months ended March 31, 2009, based on historical experience, the Company modified the estimated annual forfeiture rate used in recognizing stock-based compensation expense for its most senior executives based on their dissimilar historical forfeiture experience as compared to non-senior executives.  This modification resulted in a change from a 3.0% forfeiture rate to an 11.2% forfeiture rate for the Company’s employees and non-senior executives. During the same period, the Company also realized a benefit from actual forfeiture experience that was higher than previously estimated for unvested stock options, resulting primarily from non-senior executives and other employee departures from the Company. The impact of these events was a benefit of approximately $1.1 million which was included in operating expenses in the condensed consolidated statement of income for the nine-months ended September 30, 2009.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

13.                            INCOME TAXES

 

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. The realization of deferred tax assets is assessed periodically based on several interrelated factors. These factors include the Company’s expectation to generate sufficient future taxable income and the projected time period over which these deferred tax assets will be realized.  A valuation allowance is recorded when necessary to reduce deferred tax assets to the amount that will more likely than not be realized.

 

During the second fiscal quarter of 2010, the Company established a full valuation allowance against a deferred tax asset, resulting from cumulative net operating losses incurred by a foreign subsidiary of the Company.  The effect of the valuation allowance and its related impact on the Company’s overall tax rate was to increase the Company’s provision for income taxes by $0.3 million and $4.5 million for the three- and nine-months ended September 30, 2010.

 

The following is a roll-forward of the Company’s total gross unrecognized tax benefits, not including interest and penalties, for the nine-months ended September 30, 2010:

 

 

 

Gross Unrealized Tax
Benefits

 

Balance at December 31, 2009

 

$

397

 

Additions for tax positions related to the current year

 

-

 

Additions for tax positions related to the prior year

 

68

 

Decreases related to settlement with taxing authority

 

-

 

Balance at September 30, 2010

 

$

465

 

 

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Company’s consolidated financial statements. As of September 30, 2010, the Company had approximately $0.08 million in interest and penalties related to recognized tax benefits accrued.  It is not expected that the amount of unrecognized tax benefits will significantly change in the next twelve months.

 

The Company is subject to U.S. federal income tax as well as to income tax in multiple state and other jurisdictions.  Federal income tax returns of the Company are subject to IRS examination for the 2007 through 2009 tax years. State income tax returns are subject to examination for the 2005 through 2009 tax years.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Tabular Dollars in Thousands, Except Per Share Amounts) (Unaudited)

 

14.                            EARNINGS PER SHARE

 

A reconciliation of the weighted-average shares used in the basic and diluted earnings per common share computations is presented below:

 

 

 

Three-Months Ended

 

Nine-Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2010

 

2009

 

2010

 

2009

 

Weighted-average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

88,369

 

90,154

 

88,434

 

90,380

 

Dilutive securities

 

4,496

 

4,529

 

4,481

 

4,680

 

Diluted

 

92,865

 

94,683

 

92,915

 

95,060

 

 

For the three-months ended September 30, 2010 and 2009, options outstanding totaling 1.8 million and 2.5 million shares, respectively, were excluded from the calculations, as their effect would have been antidilutive.  For the nine-months ended September 30, 2010 and 2009, options outstanding totaling 2.0 million and 2.4 million shares, respectively, were excluded from the calculations, as their effect would have been antidilutive.

 

15.                            SEGMENT INFORMATION

 

The Company has two reportable segments, namely Direct Store Delivery (“DSD”), whose principal products comprise energy drinks, and Warehouse (“Warehouse”), whose principal products comprise juice based and soda beverages.  The DSD segment develops, markets and sells products primarily through an exclusive distributor network, whereas the Warehouse segment develops, markets and sells products primarily direct to retailers. Corporate and unallocated amounts that do not relate to DSD or Warehouse segments have been allocated to “Corporate and Unallocated.”

 

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