I’ve been waiting for this for more than a year. And so have a lot of other investors and traders from the market reaction today. Shares of Hain Celestial Group (HAIN) jumped 8.56% today on news that activist investor Engaged Capital had accumulated almost 10% of the company’s shares and was demanding that the company put itself up for sale. Engaged Capital has nominated seven candidates for the company’s board.
Hain Celestial has been a member of my Jubak Picks portfolio since March 26, 2015. I bought the company back then because of fast growth in the organic and natural foods sector and because of a paucity of stocks that would let investors capture that growth. Frankly, there just weren’t that money companies in the space with an appealing and broad portfolio of brands. Hain Celestial had built up exactly the kind of brand portfolio I was looking for through years of acquisitions and the company looked like a solid acquisition candidate in the continued consolidation of the sector..
Unfortunately, by last August it had became apparent that current management might not be the best choice to run this portfolio. The company and the stock had suffered through a brutal 2015 as management lost control of costs. And just when in 2016 it looked like management had put in place a reasonable plan for restoring margins, the company announced serious accounting problems that would delay the filing of quarterly results with the Securities and Exchange Commission. The accounting mess dragged on and on with the SEC announcing an accounting probe in February 2017. That did nothing to help the share price. As attractive as the brand portfolio might be on paper, no acquirer was going to throw money at the company as long as Hain Celestial couldn’t produce solid figures on sales and profits. The shares fell, reversing all of their recovery of the first half of 2016. They closed today at $38.82, down 39.14% from my March 2015 buy for the Picks portfolio.
But on June 22Â Hain Celestial announced the completion of its internal accounting review and audit process for its fiscal year ended June 30, 2016 and that the company would file its 10-K annual report for the fiscal year ended June 30, 2016 and quarterly reports for the first three quarters of final 2017 with the SC. That filing, the company note, would make Hain Celestial current with all of its SEC reporting obligations.
I don’t think it’s any coincidence that the announcement of activist investor interest in the company has followed so closely upon the news of the filing of those accounting statements.
In connection with the completion of its internal accounting review, the Company has concluded that its previously-issued consolidated financial statements are fairly stated in all material respects in accordance with generally accepted accounting principles in the United States. Today, the Company will file its Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (the “Form 10-K”), which includes immaterial revisions to its results for fiscal years 2016, 2015 and 2014, as well as its Quarterly Reports on Form 10-Q for the first three quarters of its fiscal year 2017. Upon the filing of these outstanding reports, the Company will be current with all of its reporting obligations with the Securities and Exchange Commission.
The financial results for the first three quarters of fiscal 2017 certainly don’t set shareholder hearts aflutter.For the nine months net sales of $2.1 billion were flat year over year due to exchange rate changes. In constant currency terms, net sales were up 4%. U.S. net sales actually fell 6% year over year as a result of inventory “realignment.” Operating income was just 4.8% of net sales and EBITDA fell to $157 million from $279 million in the first nine months of fiscal 2016. Operating cash flow was $148 million.
But these results are exactly the kind of numbers that encourage acquirers or activist investors to believe they can do better at extracting sales growth and profits from these assets. And on the recent record of incumbent management that’s not a particularly radical belief.
As of June 30, I’m nudging my target price for Gain Celestial to $62 a share from a prior $60 now that we’ve finally got some outside interest in these shares.
