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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 June 30, 2008

Commission File Number 0-18761

 

 

HANSEN NATURAL CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

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 o

 

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.

 

 

 

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

 

Yes o    No x

 

The Registrant had 92,339,788 shares of common stock, par value $0.005 per share, outstanding as of July 25, 2008.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

JUNE 30, 2008

 

 

INDEX

 

			Page No.
Part I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007		3
	Condensed Consolidated Statements of Income for the Three- and Six-Months Ended June 30, 2008 and 2007		4
	Condensed Consolidated Statements of Cash Flows for the Six-Months Ended June 30, 2008 and 2007		5
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		47
Item 4.	Controls and Procedures		48
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings		48
Item 1A.	Risk Factors		51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		52
Item 4	Submission of Matters to a Vote of Security Holders		52
Item 5.	Other Information		52
Item 6.	Exhibits		53
	Signatures		54

 

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PART I – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2008 AND DECEMBER 31, 2007

(In Thousands, Except Share Amounts) (Unaudited)
			June 30, 2008				December 31, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents			$	182,953			$	12,440
Short-term investments			22,066				63,125
Accounts receivable, net			83,404				81,497
Inventories			123,218				98,140
Prepaid expenses and other current assets			10,614				3,755
Deferred income taxes			11,902				11,192
Total current assets			434,157				270,149
INVESTMENTS			115,181				227,085
PROPERTY AND EQUIPMENT, net			9,238				8,567
DEFERRED INCOME TAXES			16,399				14,006
INTANGIBLES, net			24,723				24,066
OTHER ASSETS			774				730
			$	600,472			$	544,603
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable			$	71,272			$	56,766
Accrued liabilities			11,791				9,019
Accrued distributor terminations			4,052				4,312
Accrued compensation			4,536				5,827
Current portion of capital leases			313				663
Income taxes payable			13,298				6,294
Total current liabilities			105,262				82,881
DEFERRED REVENUE			38,174				39,555
COMMITMENTS AND CONTINGENCIES (Note 8)
STOCKHOLDERS’ EQUITY:
Common stock - $0.005 par value; 120,000,000 shares authorized; 96,533,211 shares issued and 92,179,460 outstanding as of June 30, 2008; 95,848,711 shares issued and 93,191,191 outstanding as of December 31, 2007			483				479
Additional paid-in capital			105,919				96,749
Retained earnings			432,691				353,648
Accumulated other comprehensive loss			(3,429		)		(47			)
Common stock in treasury, at cost; 4,353,751 and 2,657,520 shares as of June 30, 2008 and December 31, 2007, respectively			(78,628		)		(28,662			)
Total stockholders’ equity			457,036				422,167
			$	600,472			$	544,603

 

See accompanying notes to condensed consolidated financial statements.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE- AND SIX-MONTHS ENDED JUNE 30, 2008 AND 2007

(In Thousands, Except Per Share Amounts) (Unaudited)
			Three-Months Ended								Six-Months Ended
			June 30								June 30
			2008				2007				2008				2007
NET SALES			$	282,244			$	244,763			$	494,422			$	410,615
COST OF SALES			136,031				116,510				243,489				196,726
GROSS PROFIT			146,213				128,253				250,933				213,889
OPERATING EXPENSES			68,023				66,830				129,916				120,557
OPERATING INCOME			78,190				61,423				121,017				93,332
INTEREST AND OTHER INCOME, net			2,769				1,752				6,395				3,278
INCOME BEFORE PROVISION FOR INCOME TAXES			80,959				63,175				127,412				96,610
PROVISION FOR INCOME TAXES			30,727				24,864				48,369				38,101
NET INCOME			$	50,232			$	38,311			$	79,043			$	58,509
NET INCOME PER COMMON SHARE:
Basic			$	0.54			$	0.43			$	0.85			$	0.65
Diluted			$	0.51			$	0.39			$	0.80			$	0.59
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK AND COMMON STOCK EQUIVALENTS:
Basic			92,911				90,118				93,113				90,089
Diluted			97,996				98,455				98,509				98,388

 

 

See accompanying notes to condensed consolidated financial statements.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR SIX-MONTHS ENDED JUNE 30, 2008 AND 2007

(In Thousands) (Unaudited)
		Six-Months Ended
		June 30, 2008				June 30, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	79,043			$	58,509
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of trademark		27				28
Depreciation and other amortization		1,539				919
(Gain) loss on disposal of property and equipment		(5		)		4
Stock-based compensation		5,779				4,176
Deferred income taxes		(710		)		(8,029			)
Tax benefit from exercise of stock options		(2,174		)		(9,290			)
Provision for doubtful accounts		17				154
Effect on cash of changes in operating assets and liabilities:
Accounts receivable		(1,924		)		(57,458			)
Inventories		(25,078		)		(10,485			)
Prepaid expenses and other current assets		(6,915		)		(5,611			)
Accounts payable		14,506				57,460
Accrued liabilities		2,772				(3,569			)
Accrued distributor terminations		(260		)		907
Accrued compensation		(1,291		)		(696			)
Income taxes payable		9,178				6,200
Deferred revenue		(1,381		)		18,911
Net cash provided by operating activities		73,123				52,130
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales and maturities of held-to-maturity investments		-				3,528
Sales of available-for-sale investments		253,879				48,911
Purchases of available-for-sale investments		(106,685		)		(93,385			)
Purchases of property and equipment		(1,927		)		(1,599			)
Proceeds from sale of property and equipment		6				219
Additions to trademarks		(684		)		(2,381			)
(Increase) decrease in other assets		(75		)		84
Net cash provided by (used in) investing activities		144,514				(44,623			)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt		(604		)		(384			)
Tax benefit from exercise of stock options		2,174				9,290
Issuance of common stock		1,272				3,940
Purchases of common stock held in treasury		(49,966		)		-
Net cash (used in) provided by financing activities		(47,124		)		12,846
NET INCREASE IN CASH AND CASH EQUIVALENTS		170,513				20,353
CASH AND CASH EQUIVALENTS, beginning of period		12,440				35,129
CASH AND CASH EQUIVALENTS, end of period		$	182,953			$	55,482
SUPPLEMENTAL INFORMATION:
Cash paid during the year for:
Interest		$	22			$	17
Income taxes		$	40,070			$	40,020

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTHS ENDED JUNE 30, 2008 AND 2007

(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 six-months ended June 30, 2008 and 2007, respectively.

 

 

See accompanying notes to condensed consolidated financial statements.

 

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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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (“Form 10-K”), for a summary of significant accounting policies utilized by Hansen Natural Corporation (“Hansen” or the “Company”) and its wholly-owned subsidiaries, Hansen Beverage Company (“HBC”), Monster LDA Company, formerly known as Hard e Beverage Company and previously known as Hard Energy Company and as CVI Ventures, Inc. and Monster Energy UK Limited, a direct wholly owned subsidiary of HBC, and other disclosures, which should be read in conjunction with this Quarterly Report on Form 10-Q (“Form 10-Q”).  HBC owns all of the issued and outstanding common stock of Blue Sky Natural Beverage Co. (“Blue Sky”) and Hansen Junior Juice Company (“Junior Juice”).

 

The Company’s 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 six-months ended June 30, 2008 and 2007 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 $0.1 million of customer deposit liabilities to accrued liabilities to conform to the current period presentation.

 

2.                                       RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

On January 1, 2008, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 157, “Fair Value Measurements” (“SFAS No. 157”), for its financial assets and liabilities. The Company’s adoption of SFAS No. 157 did not have a material impact on its financial position, results of operations or liquidity.  In accordance with Financial Accounting Standards Board (“FASB”) Staff Position (“FSP”) No. FAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”), the Company elected to defer until January 1, 2009 the adoption of SFAS No. 157 for all nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis. The adoption of SFAS No. 157 for those assets and liabilities within the scope of FSP FAS 157-2 is not expected to have a material impact on the Company’s financial position, results of operations or liquidity.

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

SFAS No. 157 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. SFAS No. 157 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value.

 

·                  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.

 

SFAS No. 157 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.

 

On January 1, 2008, the Company adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value. The Company already records marketable securities at fair value in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” The adoption of SFAS 159 did not have an impact on the Company’s condensed consolidated financial statements as management did not elect the fair value option for any other financial instruments.

 

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”). This standard is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with GAAP for non-governmental entities. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board’s amendments to Interim Auditing Standards Section 411, “The Meaning of Present Fairly in Conformity with GAAP.”  The Company does not expect SFAS No. 162 to have a material impact on its condensed consolidated financial statements.

 

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of Useful Life of Intangible Assets” (“FSP FAS 142-3”). FSP FAS 142-3 amends the factors that should be considered in developing the renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No.142, “Goodwill and Other Intangible Assets.” FSP

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008. Earlier adoption is not permitted. The Company is currently evaluating the potential impact the adoption of FAS FSP 142-3 may have on its condensed consolidated financial statements.

 

3.                                       FAIR VALUE OF CERTAIN FINANCIAL ASSETS AND LIABILITIES

 

In accordance with SFAS No. 157, the following represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of June 30, 2008:

 

		Level 1			Level 2			Level 3			Total
Money market funds		$	176,094		$	-		$	-		$	176,094
Municipal securities		13,191			-			-			13,191
Auction rate securities		-			-			124,056			124,056
Total		$	189,285		$	-		$	124,056		$	313,341

 

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”). The majority of these notes carry an investment grade or better credit rating and certain of the notes are additionally backed by various federal agencies and/or monoline insurance companies. Liquidity for these auction rate securities is typically provided by an auction process which allows holders to sell their notes.  The applicable interest rate is reset at pre-determined intervals, usually every 7 to 35 days. During the six-months ended June 30, 2008, a large portion of the auctions for these auction rate securities failed. There is no assurance that auctions on the remaining auction rate securities in the Company’s investment portfolio will succeed. The auction failures appear to 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 generally requires the issuer to pay interest at a default rate that is generally above market rates for similar instruments. The securities for which auctions have failed will continue to accrue interest at their predetermined 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, certain of these securities are classified as long term investments in the accompanying consolidated balance sheets.

 

A Level 3 valuation was performed for the Company’s auction rate securities as of June 30, 2008, which indicated a fair value of $124.1 million. The 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. They represent the Company’s current estimates given available data as of June 30, 2008.

 

Based on the Level 3 valuation performed as of June 30, 2008 for the purpose of complying with GAAP, the Company determined that there was a decline in fair value of its auction rate

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

securities of $5.8 million which was deemed temporary. This amount has been recorded net of a tax benefit of $2.4 million, as a component of other comprehensive loss for the six-months ended June 30, 2008.

 

These auction rate securities will continue to accrue interest at their contractual rates until their respective auctions succeed.  Based on the Company’s ability to access cash 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 effect on its liquidity or working capital.  If uncertainties in the credit and capital markets continue or there are ratings downgrades on the auction rate securities held by the Company, the Company may be required to recognize other-than-temporary impairments on these long-term investments.

 

The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets as of June 30, 2008:

 

		Level 3
		Auction Rate
		Securities
Balance at December 31, 2007		$	-
Transfers to Level 3		227,089
Realized loss included in income		-
Unrealized loss included in other comprehensive loss		(5,769		)
Net settlements		(97,264		)
Balance at June 30, 2008		$	124,056

 

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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 June 30, 2008 and December 31, 2007:

 

June 30, 2008		Amortized Cost			Gross Unrealized Holding Gains			Gross Unrealized Holding Losses			Fair Value
Available-for-sale
Short-term
Municipal securities:		$	13,191		$	-		$	-		$	13,191
Auction rate securities:		8,875			-			-			8,875
Long-term
Auction rate securities:		120,950			-			5,769			115,181
Total		$	143,016		$	-		$	5,769		$	137,247

 

December 31, 2007		Amortized Cost			Gross Unrealized Holding Gains			Gross Unrealized Holding Losses			Fair Value
Available-for-sale
Short-term
Municipal securities:		$	63,125		$	-		$	-		$	63,125
Long-term
Auction rate securities:		227,085			4			-			227,089
Total		$	290,210		$	4		$	-		$	290,214

 

Also included in the Company’s short-term investments as of December 31, 2007, were variable rate demand notes of $60.6 million.  Although the underlying maturities of these securities are long-term in nature, the investments are classified as short-term because they contain a ‘put’ feature which allows the holder to tender the securities at par value on seven days notice.  The ‘put’ feature is supported by a letter of credit or standby purchase agreement provided by a highly-rated commercial bank. The notes are issued by municipalities and other tax-exempt entities and the interest rate payable on these investments resets on a weekly basis.  Subsequent to December 31, 2007, the Company redeemed all its holdings of variable rate demand notes at par value.

 

The Company’s long-term investments as of June 30, 2008 are comprised of auction rate securities.

 

5.                           INVENTORIES

 

Inventories consist of the following at:

 

		June 30, 2008			December 31, 2007
Raw materials		$	30,972		$	32,293
Finished goods		92,246			65,847
		$	123,218		$	98,140

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

6.                                       PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following at:

 

		June 30, 2008				December 31, 2007
Leasehold improvements		$	2,101			$	2,027
Furniture and office equipment		4,115				3,921
Equipment		3,010				1,937
Vehicles		6,141				5,333
		15,367				13,218
Less: accumulated depreciation and amortization		(6,129		)		(4,651		)
		$	9,238			$	8,567

 

7.             INTANGIBLES

 

Intangibles consist of the following at:

 

		June 30, 2008				December 31, 2007
Amortizing trademarks		$	1,169			$	1,169
Accumulated amortization		(428		)		(401		)
		741				768
Non-amortizing trademarks		23,982				23,298
		$	24,723			$	24,066

 

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 19 years). Amortization expense recorded was $0.01 million for both the three-months ended June 30, 2008 and 2007, respectively. Amortization expense recorded was $0.03 million for both the six-months ended June 30, 2008 and 2007, respectively.  As of June 30, 2008, future estimated amortization expense related to amortizing trademarks through June 30, 2013 is approximately $0.06 million per year.

 

8.                                       COMMITMENTS AND CONTINGENCIES

 

Purchase Commitments – The Company has purchase commitments aggregating approximately $3.9 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 and are due within the next twelve months.

 

In addition to the above obligations, pursuant to a can supply agreement between the Company and Rexam Beverage Can Company (“Rexam”) dated as of January 1, 2006, as amended, the Company has undertaken to purchase a minimum volume of 24-ounce resealable aluminum

 

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HANSEN NATURAL CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

beverage cans over the four year period commencing from  January 1, 2006 through December 31, 2009.  Under the terms of the agreement, if the Company fails to purchase the minimum volume, the Company will be obligated to reimburse Rexam for certain capital reimbursements on a pro-rated basis.  The Company’s maximum liability under this agreement is $5.5 million subject to compliance by Rexam with certain conditions.

 

Litigation – In August 2006, HBC filed a lawsuit against National Beverage Company, Shasta Beverages, Inc., Newbevco Inc. and Freek’N Beverage Corp. (collectively “National”) seeking an injunction and damages for trademark infringement, trademark dilution, unfair competition and deceptive trade practices based on National’s unauthorized use of HBC’s valuable and distinctive Monster Energy® trade dress in connection with a line of energy drinks it launched under the “Freek” brand name.  In June 2007, the parties entered into a confidential settlement agreement resolving the parties’ disputes in the litigation.  National subsequently repudiated the settlement agreement and HBC responded by filing a motion in the United States District Court for the Central District of California to enforce the terms of the confidential settlement agreement.  On August 14, 2007, the United States District Court entered an Order enforcing the settlement agreement and permanently enjoining National from manufacturing, distributing, shipping, marketing, selling and offering to sell “Freek” energy drinks in containers using the original “Freek” trade dress that was subject to the District Court’s preliminary injunction.  National filed a notice of appeal with the Ninth Circuit Court of Appeals of the United States.  National requested the District Court to stay this Order pending its appeal to the Court of Appeals for the Ninth Circuit, which was subsequently denied by the District Court.  The Ninth Circuit Court of Appeals has not yet docketed National’s appeal.

 

In August 2006, HBC filed an action in the Federal Courts of Australia, Victoria District Registry against Bickfords Australia (Pty) Limited and Meak (Pty) Ltd. (collectively “Bickfords”), in which HBC is seeking an injunction restraining Bickfords from selling or offering for sale or promoting for sale in Australia any energy drink or beverage under the Monster Energy or Monster marks or any similar marks and for damages and costs.  The defendants cross-claimed seeking an order to restrain HBC from selling, or offering for sale, or promoting in Australia any drink product under the Monster EnergyÒ or MonsterÒ trademarks or any similar trademarks and for costs.  The trial took place in February 2007 and closing oral submissions took place in June 2007.  The Court handed down its decision on March 31, 2008, in which the Court dismissed both parties’ actions.  As a result, neither the Company nor Bickfords is restrained from using the Monster or Monster Energy marks in Australia.  The Company is presently appealing the Court’s decision. The appeal hearing took place on August 4^th and 5^th, 2008 and the Company is awaiting the decision of the Court.

 

In September 2006, Christopher Chavez purporting to act on behalf of himself and a class of consumers yet to be defined filed an action in the United States District Court, Northern District of California, against the Company and its subsidiaries for unfair business practices, false advertising, violation of California Consumers Legal Remedies Act, fraud, deceit and/or misrepresentation alleging that the Company misleadingly labels its Blue Sky beverages as originating in and/or being canned under the authority of a company located in Santa Fe, New Mexico.  On June 11, 2007, the United States District Court, Northern District of California granted the Company’s motion to dismiss Chavez’s complaint with prejudice. In late June, Mr. Chavez noticed an appeal in the United

 

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States Court of Appeal for the Ninth Circuit.  Mr. Chavez, as the appellant, has filed his opening brief and Hansen’s response has also been filed.  The appeal has not been scheduled for hearing.

 

During 2007, Gate City Beverage Company (“Gate City”), notified the Company of its intention to sell its business and requested the Company consent to the assignment of the distribution agreement with the Company.  The Company declined its consent and exercised its contractual right to terminate the Gate City distribution agreement in accordance with its terms.  Gate City has disputed the Company’s right to refuse consent and to terminate the agreement and on February 6, 2008, filed arbitration proceedings to be held in Orange County, California against the Company for damages.  The Company disputes liability and is defending the claim. The parties are presently conducting discovery and the arbitration hearing is scheduled to commence on December 8, 2008.

 

On July 3, 2008, the Company filed a lawsuit in the Superior Court for the State of California for Los Angeles County against St. Paul Mercury Insurance Company (“St. Paul”) due to St. Paul’s failure to reimburse the Company for certain costs and expenses incurred and paid by the Company for and in connection with the investigation and defense of various proceedings relating to certain stock option grants made by the Company (the “St. Paul Complaint”).   St. Paul sold the Company a directors and officers insurance policy that covered such expenses during the pertinent time period.   St. Paul has reimbursed the Company for certain of the costs and expenses associated with the Company’s successful defense against the proceedings, but has refused to pay the remainder of the limits of its policy.  The St. Paul Complaint alleges that St. Paul is liable to the Company for the difference.   The St. Paul Complaint seeks a declaration concerning the amount the Company is owed by St. Paul and asserts claims for breach of contract and tortious breach of the implied covenants of good faith and fair dealing.  The Company seeks damages arising from St. Paul’s breach of the policy, punitive damages, and reimbursement of the attorneys’ fees expended in the investigation and litigation.  On August 4, 2008, St. Paul removed the case to the United States District Court, Central District of California.

 

On July 11, 2008, the Company filed an action against Citigroup Inc., Citigroup Global Markets, Inc., and Citi Smith Barney (collectively, “Citigroup”) for violations of federal securities laws and the Investment Advisors Act in the United States District Court (Central District of California).  The Company purchased certain auction rate securities, which Citigroup represented could be liquidated at face value at regular periodic auctions.  The Company purchased the auction rate securities in reliance upon Citigroup’s representations, including without limitation, that such auction rate securities were highly liquid investments.  The Company’s action claims, inter alia, that Citigroup failed to disclose that auction rate securities would be liquid at time of sale only if Citigroup and others artificially supported and manipulated the auction market, and that when Citigroup stopped supporting the auctions for auction rate securities, as it did, the auction rate securities became illiquid, long term investments.  Citigroup’s response is due on September 4, 2008.

 

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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.

 

Derivative Litigation - From November 2006 through January 2007, purported derivative lawsuits relating to the Company’s past stock option grants were filed by parties identifying themselves as shareholders of Hansen.  These lawsuits named as defendants certain of Hansen’s current and former employees, officers and directors, and named Hansen as a nominal defendant. Three of these cases, Chandler v. Sacks, et al. (No. RIC460186), Plotkin v. Sacks, et al. (No. RIC460485), and Alama v. Sacks, et al. (No. RIC463968), were filed in the Superior Court of California, County of Riverside.  Two additional shareholder derivative lawsuits, Linan v. Sacks, et al. (No. ED CV 06-01393) and Cribbs v. Blower et al. (No. ED CV 07-00037), were filed in the United States District Court for the Central District of California.  On March 26, 2007, the Cribbs and Linan actions were consolidated for all purposes before the District Court, which appointed lead and local counsel and restyled the action as In re Hansen Natural Corporation Derivative Litigation (No. ED CV 07-37 JFW (PLAx)) (the “Federal Derivative Action”).  On April 23, 2007, the Federal Derivative Action plaintiffs filed an amended consolidated complaint.  On April 16, 2007, the Alama v. Sacks, et al. lawsuit filed in California Superior Court was voluntarily dismissed.  On May 23, 2007, Alama filed a substantially similar complaint in the Chancery Court of Delaware, New Castle County (No. 2978) (the “Delaware Derivative Action”).  Pursuant to a stipulation among the parties that was so ordered by the Court on May 25, 2007, the Chandler and Plotkin actions filed in the Superior Court of California were consolidated (the “California Derivative Action”) and were stayed for all purposes until February 29, 2008.

 

Plaintiffs in each of the Federal Derivative Action, the Delaware Derivative Action and the California Derivative Action, who purportedly brought suit on behalf of the Company, made no demand on the Board of Directors and alleged that such demand was excused.  The complaints in the derivative actions generally alleged, among other things, that by improperly dating certain Hansen stock option grants, defendants breached their fiduciary duties, wasted corporate assets, unjustly enriched themselves and violated federal and California statutes. Plaintiffs sought, among other things, unspecified damages to be paid to Hansen, corporate governance reforms, an accounting, rescission, restitution and the creation of a constructive trust.

 

In the Summer of 2007, the Company and the individual defendants moved to dismiss the Federal Derivative Action and the Delaware Derivative Action.  Thereafter, the parties to the Federal Derivative Action and the Delaware Derivative Action entered into a Stipulation and Agreement of Settlement dated February 25, 2008 (the “Stipulation”) providing for the settlement and dismissal of the Federal Derivative Action and the Delaware Derivative Action (the “Settlement”).  The Stipulation was filed with the U.S. District Court for the Central District of California on February 25, 2008.  On May 5, 2008, the District Court granted final approval of the Settlement and signed a Final Order and Judgment (the “Order”) dismissing the Federal Derivative Action with prejudice.

 

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As part of the Settlement, the Company has agreed to maintain certain previously adopted changes relating to its stock option granting procedures, and to adopt certain other changes in its procedures and corporate governance practices (the “Corporate Reforms”). Hansen agreed to keep these Corporate Reforms in place for a period of at least two years, subject to certain conditions.  Under the Settlement, plaintiffs’ counsel received an award of attorneys’ fees in the amount of $0.4 million, which fees were paid exclusively by the Company’s insurance carrier.  Aside from attorneys’ fees, the Settlement contemplated no payments by or to the Company or by the individual defendants.

 

Under the Settlement, plaintiffs gave a full release on behalf of the Company and its shareholders covering all claims that were or could have been brought in the Federal and Delaware Derivative Actions as well as all claims that arise out of or are based upon or relate to the allegations, transactions or facts involved in the complaints filed in those actions.  The defendants made no admission of wrongdoing under the Settlement and expressly denied each and every claim and allegation made against them in the derivative actions, including, but not limited to, any allegation of manipulation or illegal backdating of stock options.

 

In light of the U.S. District Court’s approval of the Settlement, the parties to the California Derivative Action entered into a stipulation on May 16, 2008.  This stipulation dismissing the California Derivative Action with prejudice was so ordered by the Court on May 20, 2008.

 

The parties to the Delaware Derivative Action entered into a stipulation on June 6, 2008.  This stipulation dismissing the Delaware Derivative Action with prejudice was so ordered by the Delaware Chancery Court on June 9, 2008.

 

Accordingly, all of the derivative suits have now been resolved and dismissed.

 

9.                                       COMPREHENSIVE INCOME

 

The components of comprehensive income are as follows:

 

		Three-Months Ended June 30,							Six-Months Ended June 30,
		2008				2007			2008				2007
Net income, as reported		$	50,232			$	38,311		$	79,043			$	58,509
Other comprehensive income (loss):
Change in unrealized loss on available-for-sale securities, net of tax		(148		)		-			(3,376		)		-
Foreign currency translation adjustments		(7		)		-			(6		)		-
Comprehensive income		$	50,077			$	38,311		$	75,661			$	58,509

 

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The components of accumulated other comprehensive (loss) is as follows:

 

		June 30, 2008				December 31, 2007
Accumulated net unrealized loss on available-for-sale securities, net of tax benefit of $2,393		$	(3,376	)		$	-
Foreign currency translation adjustments		(53		)		(47		)
Total accumulated other comprehensive loss		$	(3,429	)		$	(47	)

 

10.                                 TREASURY STOCK PURCHASE

 

During the three-months ended June 30, 2008 the Company purchased 1.7 million shares of common stock at an average purchase price of $29.46 per share which the Company holds in treasury.

 

11.                                 STOCK-BASED COMPENSATION

 

The Company has two stock option plans under which shares were available for grant at June 30, 2008: the Hansen Natural Corporation Amended and Restated 2001 Stock Option Plan (the “2001 Option Plan”) and the 2005 Hansen Natural Corporation Stock Option Plan for Non-Employee Directors (the “2005 Directors Plan”).

 

The 2001 Option Plan permits the granting of options to purchase up to 22,000,000 shares of the common stock of the Company to certain key employees or non-employees of the Company and its subsidiaries.  Options granted under the 2001 Option Plan may be incentive stock options under Section 422 of the Internal Revenue Code, as amended, non-qualified stock options or stock appreciation rights.  Stock options are exercisable at such time and in such amounts as determined by the Compensation Committee of the Board of Directors of the Company up to a ten-year period after their date of grant.  As of June 30, 2008, options to purchase 17,314,300 shares of the Company’s common stock had been granted, net of cancellations, and options to purchase 4,685,700 shares of the Company’s common stock remain available for grant under the 2001 Option Plan.

 

The 2005 Directors Plan permits the granting of options to purchase up to an aggregate of 800,000 shares of common stock of the Company to non-employee directors of the Company.  On the date of the annual meeting of stockholders at which an eligible director is initially elected, each eligible director is entitled to receive a one-time grant of an option to purchase 24,000 shares of the Company’s common stock exercisable at the closing price for a share of common stock on the date of grant. Additionally, on the fifth anniversary of the election of eligible directors elected or appointed to the Board of Directors, and each fifth anniversary thereafter, each eligible director shall

 

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receive an additional grant of an option to purchase 19,200 shares of the Company’s common stock.  Options become exercisable in four equal installments, with the grant immediately vested with respect to 25% of the grant and the remaining installments vesting on the three successive anniversaries of the date of grant; provided that all options held by an eligible director become fully and immediately exercisable upon a change in control of the Company.  Options granted under the 2005 Directors Plan that are not exercised generally expire ten years after the date of grant.  Option grants may be made under the 2005 Directors Plan for ten years from the effective date of the 2005 Directors Plan.  The 2005 Directors Plan is a “formula plan” so that a non-employee director’s participation in the 2005 Directors Plan does not affect his status as a “disinterested person” (as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).  As of June 30, 2008, options to purchase 76,800 shares of the Company’s common stock had been granted under the 2005 Directors Plan and options to purchase 723,200 shares of the Company’s common stock remained available for grant.

 

Under the Company’s stock option plans, all grants are made at prices based on the fair market value of the options on the date of grant.  Outstanding options generally vest over five years from the grant date and generally expire up to ten years after the grant date. The Company recorded $3.7 million and $2.0 million of compensation expense relating to outstanding options during both the three-months ended June 30, 2008 and 2007, respectively. The Company recorded $5.8 million and $4.2 million of compensation expense relating to outstanding options during both the six-months ended June 30, 2008 and 2007, respectively.

 

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. 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, or (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.  The following weighted-average assumptions were used to estimate the fair value of options granted during the six-months ended June 30, 2008 and 2007:

 

		Three-Months Ended June 30,				Six-Months Ended June 30,
		2008		2007		2008		2007
Dividend yield		0.0 %		0.0 %		0.0 %		0.0 %
Expected volatility		62 %		58 %		62 %		61 %
Risk free interest rate		3.5 %		4.8 %		3.5 %		4.8 %
Expected lives		5.6 Years		5.7 Years		5.6 Years		5.8 Years

 

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The following table summarizes the Company’s activities with respect to its stock option plans for the six-months ended June 30, 2008 as follows:

 

Options		Number of Shares (In Thousands)			Weighted- Average Exercise Price Per Share			Weighted- Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Balance at Jaunuary 1, 2008		9,462			$	7.91		6.5		$	344,589
Granted 01/01/08 - 03/31/08		40			$	41.08
Granted 04/01/08 - 06/30/08		1,479			$	31.94
Exercised		(685	)		$	1.86
Cancelled or forfeited		(112	)		$	22.35
Outstanding at June 30, 2008		10,184			$	11.77		6.8		$	184,788
Vested and expected to vest in the future at June 30, 2008		9,840			$	11.45		6.7		$	181,159
Exercisable at June 30, 2008		4,925			$	4.75		5.6		$	119,088

 

The weighted-average grant-date fair value of options granted during the three-months ended June 30, 2008 and 2007 was $18.57 per share and $23.46 per share, respectively. The weighted-average grant-date fair value of options granted during the six-months ended June 30, 2008 and 2007 was $18.71 per share and $23.25 per share, respectively. The total intrinsic value of options exercised during the three-months ended June 30, 2008 and 2007 was $13.6 and $37.1 million, respectively.  The total intrinsic value of options exercised during the six-months ended June 30, 2008 and 2007 was $22.8 and $37.1 million, respectively.

 

Cash received from option exercises under all plans for the three-months ended June 30, 2008 and 2007 was approximately $0.5 million and $3.9 million, respectively.  Cash received from option exercises under all plans for the six-months ended June 30, 2008 and 2007 was approximately $1.3 million and $3.9 million, respectively. The actual tax benefit realized for tax deductions from non-qualified stock option exercises and disqualifying dispositions of incentive stock options for the three-months ended June 30, 2008 and 2007 was $1.1 and $9.3 million, respectively.  The actual tax benefit realized for tax deductions from non-qualified stock option exercises and disqualifying dispositions of incentive stock options for the six-months ended June 30, 2008 and 2007 was $2.2 and $9.3 million, respectively.

 

At June 30, 2008, there was $44.2 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 2.4 years.

 

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12.                                 INCOME TAXES

 

Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes (“FIN No. 48”).  FIN No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109.  FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 

Upon adoption of FIN No. 48 as of January 1, 2007, the Company’s reassessment of its tax positions did not have a material impact on the consolidated financial statements.  The following is a rollforward of the Company’s total gross unrecognized tax benefits for the six-months ended June 30, 2008 (in thousands):

 

			Gross Unrealized Tax Benefits
Balance at December 31, 2007			$	1,291
Additions for tax positions related to the current year			327
Balance at June 30, 2008			$		1,618

 

The gross unrealized tax benefits, if recognized, would result in a reduction of the Company’s provision and effective tax rate. With the adoption of FIN No. 48, the Company has decided to classify interest and penalties as a component of tax expense.  No interest and penalties on unrecognized tax benefits were accrued as of June 30, 2008.  The Company believes that the uncertainty which gives rise to the total amount of unrecognized tax benefit at June 30, 2008, will be resolved within the next 12 months.

 

On August 9, 2007, the Internal Revenue Service began its examination of the Company’s U.S. federal income tax return for the period ended December 31, 2005.  The examination is expected to be completed by October 2008.

 

13.                                 EARNINGS PER SHARE

 

A reconciliation of the weighted average shares used in the basic and diluted earnings per common share computations for the three- and six-months ended June 30, 2008 and 2007 is presented below:

 

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			Three-Months Ended June 30,						Six-Months Ended June 30,
			2008			2007			2008			2007
Weighted-average shares outstanding:
Basic			92,911			90,118			93,113			90,089
Dilutive securities			5,085			8,337			5,396			8,299
Diluted			97,996			98,455			98,509			98,388

 

For the three-months ended June 30, 2008 and 2007, options outstanding totaling 1.0 million and 0.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive. For the six-months ended June 30, 2008 and 2007, options outstanding totaling 0.7 million and 0.2 million shares, respectively, were excluded from the calculations as their effect would have been antidilutive.

 

14.                                 SEGMENT INFORMATION

 

The Company has two reportable segments, namely Direct Store Delivery (“DSD”), whose principal products comprise energy drinks, and 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 & Unallocated.”

 

The net revenues derived from DSD and Warehouse segments and other financial information related thereto for the three-months ended June 30, 2008 and 2007 are as follows:

 

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