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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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______________________________
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the
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Securities
Exchange Act of 1934
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January
27,
2009
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Date
of Report (Date of earliest event
reported)
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The
Hershey
Company
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(Exact
name of registrant as specified in its
charter)
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Delaware
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(State
or other jurisdiction of
incorporation)
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1-183
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23-0691590
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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100 Crystal A Drive, Hershey,
Pennsylvania 17033
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant's
telephone number, including area code: (717)
534-4200
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN REPORT
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Item
2.02
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Results
of Operations and Financial
Condition
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On
January 27, 2009, The Hershey Company (“the Company”) announced sales and
earnings for the fourth quarter and full year ended December 31,
2008. A copy of the Company’s press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
The
information in this Current Report, including the Exhibit, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that Section, and shall not be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press
Release dated January 27,
2009
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: January
27, 2009
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THE
HERSHEY COMPANY
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By:
/s/
Humberto P.
Alfonso
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Humberto
P. Alfonso
Senior
Vice President, Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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The
Hershey Company Press Release dated January 27,
2009
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Exhibit
99.1
HERSHEY
ANNOUNCES FOURTH QUARTER AND FULL-YEAR 2008
RESULTS;
REAFFIRMS OUTLOOK FOR 2009
Focus
on core brands delivers improved marketplace momentum
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·
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Fourth
quarter and full-year 2008 net sales increase 2.6% and
3.8%
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·
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Fourth
quarter earnings per share-diluted of $0.36 as reported and $0.59 from
operations
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·
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Full-year
2008 reported earnings per share-diluted of $1.36 as reported and $1.88
from operations
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·
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FDMxC
marketplace performance improves; retail takeaway and market share
increased 5.2% and 0.5 points, respectively, in the fourth
quarter
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·
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Outlook
for 2009 growth in net sales 2-3%, with earnings per share-diluted from
operations to increase, but less than long-term objective of
6-8%
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HERSHEY, Pa., January 27, 2009
— The Hershey Company (NYSE: HSY) today announced sales and earnings for
the fourth quarter and year ended December 31, 2008. Consolidated net sales
were $1,377,380,000 compared with $1,342,222,000 for the fourth quarter of
2007. Reported net income for the fourth quarter of 2008 was $82,155,000 or
$0.36 per share-diluted, compared with $54,343,000 or $0.24 per share-diluted,
for the comparable period of 2007.
For the
fourth quarter of 2008, these results, prepared in accordance with generally
accepted accounting principles (“GAAP”), included net pre-tax charges of $79.7
million, or $0.23 per share-diluted. Charges associated with the Global Supply
Chain Transformation program announced in February 2007 were $34.0 million, or
$0.10 per share-diluted. Additionally, as part of the Company's annual review of
intangible assets a non-cash impairment charge of $45.7 million, or $0.13 per
share-diluted, was recorded related to trademark values, primarily Mauna Loa. This resulted from
an in-depth market structure and portfolio review which led to a re-evaluation
of the role and level of investment of the Mauna Loa brand.
For the
fourth quarter of 2007, GAAP results include net pre-tax charges of $95.9
million, or $0.30 per share-diluted. The majority of these charges were
associated with the Global Supply Chain Transformation program announced in
February 2007.
Net
income adjusted to exclude these net charges, which is referred to in this
release as “net income from operations,” was $133,842,000 or $0.59 per
share-diluted in the fourth quarter of 2008, compared with $124,120,000 or $0.54
per share-diluted in the fourth quarter of 2007, an increase of 9.3 percent in
earnings per share-diluted.
For the
full year 2008, consolidated net sales were $5,132,768,000 compared with
$4,946,716,000 in 2007, an increase of 3.8 percent. Reported net income for 2008
was $311,405,000 or $1.36 per share-diluted, compared with $214,154,000, or
$0.93 per share-diluted for 2007.
For the
full years 2008 and 2007, these results, prepared in accordance with GAAP,
include net pre-tax charges of $180.7 million and $412.6 million, or $0.52 and
$1.15 per share-diluted, respectively. The 2008 charges of $134.9 million, or
$0.39 per share-diluted, are primarily associated with the Global Supply Chain
Transformation program and $45.7 million in non-cash impairment charges related
to intangible trademark values, primarily Mauna Loa. The majority of
the 2007 charges were associated with the Global Supply Chain Transformation
program.
Net
income from operations, which is adjusted to exclude the net charges for the
full years 2008 and 2007, was $430,522,000 or $1.88 per share-diluted in
2008, compared with $481,807,000, or $2.08 per share-diluted in 2007, a decrease
of 9.6 percent in earnings per share-diluted.
Cumulative
charges to-date for the Global Supply Chain Transformation program were $530.0
million. The forecast for total project charges related to the initial program
remains within but at the high end of the $550 million to $575 million range. As
discussed last quarter, the forecast amount for non-cash pension settlement
charges could increase as a result of impacted employee pension fund withdrawals
combined with declines in the financial markets. Non-cash pension settlement
costs are required in accordance with applicable accounting standards and are
described further in Appendix A. These non-cash charges could increase the
forecast by up to $65 million.
During
the fourth quarter of 2008, the scope of the Global Supply Chain Transformation
program increased modestly to include the closure of two subscale manufacturing
facilities of Artisan Confections Company, a wholly owned subsidiary, and
consolidation of the associated production into existing U.S. facilities, along
with rationalization of other select items. These initiatives, which will be
completed in 2009, increase the expected total cost and savings of the Global
Supply Chain Transformation program by approximately $25 million and $5 million,
respectively. Approximately $15 million of the increased costs are non-cash
charges.
Cumulative
savings for the Global Supply Chain Transformation program are approximately
$81 million and the estimate for total ongoing annual savings by 2010 is
$175 million to $195 million.
Fourth Quarter Performance
and Outlook
“Hershey’s
strong fourth quarter results represent a solid end to the year and further
validate our strategy of focusing investment on core brands,” said David J.
West, President and Chief Executive Officer. “Net sales increased by 2.6 percent
driven primarily by pricing, offset somewhat by the impact of unfavorable
foreign currency exchange rates and sales volume declines primarily in the U.S.
The results were also dampened by the shift of about 2 percentage points of net
sales growth into the third quarter due to the timing of a buy-in related to the
August price increase. Core brand strength was attributable to increased
advertising and retail effectiveness, with U.S. advertising expense up 26
percent in the fourth quarter. Focused investment behind the Reese’s and Hershey’s
brands delivered an 8 percent gain on retail takeaway for these franchises,
in the channels that account for over 80 percent of our retail
business.
“Fourth
quarter profitability was slightly ahead of our expectations. We benefited from
net price realization, better-than-expected volume and mix trends compared to
our initial estimates associated with the August price increase, and supply
chain savings. These gains were substantially offset by higher input costs and
greater levels of investment spending in the U.S. and key international
markets.
“U.S.
retail takeaway in the fourth quarter increased 5.2 percent in channels that
account for over 80 percent of our retail business. The gain was identical in
channels measured by syndicated data and resulted in a market share gain of 0.5
points in these channels. This performance reflects solid market share gains in
both the Halloween and Holiday seasons. Importantly, trends
improved sequentially throughout the year in all channels and we exited 2008
with marketplace momentum.
“In 2008,
the commodity and financial markets were volatile. In August, we estimated that
our 2009 commodity cost basket would increase by about $225 million. As the year
progressed, commodity costs declined somewhat, reducing this projected increase
to about $175 million, or roughly $0.50 per share-diluted. This decline is more
than offset by a year-over-year increase in 2009 pension expense of
approximately $70 million, or about $0.20 per share-diluted, resulting
from the significant decline in the fair value of our pension assets. Our
primary pension plans continue to be well-funded versus the projected benefit
obligations.
“The
financial market and credit crisis has not had a material effect on our business
operations or liquidity, to date. However, the increase in our cost structure
and uncertainties in the financial markets and in the broader economy present
challenges as we head into 2009. Despite these issues, we’ll continue
to invest in our core brands in the U.S. and key international markets to build
on our momentum. Specifically, advertising is expected to increase $30 million
to $35 million, or about $0.08 to $0.10 per share-diluted in 2009. These cost
increases will be more than offset by higher net pricing, savings from the
Global Supply Chain Transformation program and on-going operating productivity
improvement.
“For
2009, we expect net sales growth of 2-3 percent as our pricing actions, as well
as core brand sales growth, will be partially offset by lower volumes and the
impact of unfavorable foreign currency exchange rates. As we’ve stated since
last June, 2009 earnings per share-diluted from operations is expected to
increase, however, due to the unprecedented commodity and pension cost
increases, higher levels of core brand investment spending and current
macroeconomic conditions, we expect growth to be at a rate below our long-term
objective of 6-8 percent,” West concluded.
Note:
In this release, Hershey has provided income measures excluding certain items
described above, in addition to net income determined in accordance with GAAP.
These non-GAAP financial measures, as shown in the attached pro forma summary of
consolidated statements of income, are used in evaluating results of operations
for internal purposes. These non-GAAP measures are not intended to replace the
presentation of financial results in accordance with GAAP. Rather, the Company
believes exclusion of such items provides additional information to investors to
facilitate the comparison of past and present operations.
In 2007,
the Company recorded GAAP charges related to the Global Supply Chain
Transformation (GSCT) program announced in February 2007, of $400.0 million, or
$1.10 per share-diluted. Additionally, in the fourth quarter of 2007 the Company
recorded business realignment and impairment charges of $12.6 million, or $0.05
per share-diluted, related to its business in Brazil.
In 2008,
the Company recorded GAAP charges of $130.0 million, or $0.38 per share-diluted,
attributable to the GSCT program and $45.7 million, or $0.13 per share-diluted,
related to intangible trademark values, primarily Mauna Loa, recorded in the
fourth quarter of 2008. Additionally, the Company recorded business realignment
and impairment charges of $4.9 million, or $0.01 per share-diluted, related to
the business realignment in Brazil.
In 2009,
the Company expects to record total GAAP charges of about $45 million to
$70 million, or $0.13 to $0.20 per share-diluted, primarily related to the
GSCT program, excluding possible pension settlement charges.
The GSCT
program is expected to result in total pre-tax charges and non-recurring project
implementation costs of $575 million to $600 million, excluding possible pension
settlement charges in 2009 and 2010. Total charges include project management
and start-up costs of approximately $60 million.
Appendix
A
Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 88,
Employers’ Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits (as amended) (“SFAS No. 88”) requires pension
settlement charges to be recorded if withdrawals from pension plans in a
calendar year exceed a certain level.
Pension
settlement charges are non-cash charges for the Company. Such charges accelerate
the recognition of pension expenses related to actuarial gains and losses
resulting from interest rate changes and differences in actual versus assumed
returns on pension assets. The Company normally amortizes actuarial gains and
losses over a period of about 14 years.
The
Global Supply Chain Transformation program charges recorded in 2007 and 2008
included pension settlement charges of approximately $25 million as employees
leaving the Company under the program have withdrawn lump sums from the defined
benefit pension plans. These charges are included in the current Global Supply
Chain Transformation program estimates of $575 million to $600
million.
In
addition to the settlement charges reflected above, incremental SFAS No. 88
pension settlement charges of up to $65 million may be incurred depending on
decisions of impacted employees to withdraw funds during 2009 and 2010. The
amount of the potential charges has increased significantly because of recent
declines in financial markets.
The
likely range of possible additional charges for 2009 is zero to $50 million.
There would be no charge if withdrawals by hourly employees are below the SFAS
No. 88 settlement threshold level and approximately $50 million based on current
market conditions if they are above the threshold level.
Safe Harbor
Statement
This
release contains statements that are forward-looking. These statements are made
based upon current expectations that are subject to risk and uncertainty. Actual
results may differ materially from those contained in the forward-looking
statements. Factors that could cause results to differ materially include, but
are not limited to: our ability to implement and generate expected ongoing
annual savings from the initiatives to transform our supply chain and advance
our value-enhancing strategy; our ability to execute our supply chain
transformation within the anticipated timeframe in accordance with our cost
estimates; changes in raw material and other costs and selling price increases;
the impact of future developments related to the product recall and temporary
plant closure in Canada in the fourth quarter of 2006, including our ability to
recover costs we incurred for the recall and plant closure from responsible
third-parties; the impact of future developments related to the investigation by
government regulators of alleged pricing practices by members of the
confectionery industry, including risks of subsequent litigation or further
government action; pension cost factors, such as actuarial assumptions, market
performance and employee retirement decisions; changes in our stock price, and
resulting impacts on our expenses for incentive compensation, stock options and
certain employee benefits; market demand for our new and existing products;
changes in our business environment, including actions of competitors, changes
in consumer preferences and behavior, and the impact of political, economic and
financial market conditions on our customers, suppliers, consumers and lenders;
changes in governmental laws and regulations, including taxes; risks and
uncertainties related to our international operations; and such other matters as
discussed in our Annual Report on Form 10-K for 2007. All information in this
press release is as of January 27, 2009. The Company undertakes no duty to
update any forward-looking statement to conform the statement to actual results
or changes in the Company’s expectations.
Live
Webcast
As
previously announced, the Company will hold a conference call with analysts
today at 8:30 a.m. Eastern Time. The conference call will be webcast live via
Hershey’s corporate website www.hersheys.com. Please go to the Investor
Relations section of the website for further details.
# #
#
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FINANCIAL
CONTACT:
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Mark
Pogharian
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717-534-7556
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MEDIA
CONTACT:
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Kirk
Saville
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717-534-7641
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Summary
of Consolidated Statements of Income
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for
the periods ended December 31, 2008 and December 31, 2007
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(in
thousands except per share amounts)
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Fourth Quarter
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Twelve Months
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2008
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2007
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2008
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2007
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Net
Sales
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$ | 1,377,380 | $ | 1,342,222 | $ | 5,132,768 | $ | 4,946,716 | ||||||||
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Costs
and Expenses:
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Cost
of Sales
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879,854 | 924,745 | 3,375,050 | 3,315,147 | ||||||||||||
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Selling,
Marketing and Administrative
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284,057 | 232,762 | 1,073,019 | 895,874 | ||||||||||||
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Business
Realignment and Impairment Charges, net
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60,053 | 57,552 | 94,801 | 276,868 | ||||||||||||
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Total
Costs and Expenses
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1,223,964 | 1,215,059 | 4,542,870 | 4,487,889 | ||||||||||||
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Income
Before Interest and Income Taxes (EBIT)
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153,416 | 127,163 | 589,898 | 458,827 | ||||||||||||
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Interest
Expense, net
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24,965 | 28,062 | 97,876 | 118,585 | ||||||||||||
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Income
Before Income Taxes
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128,451 | 99,101 | 492,022 | 340,242 | ||||||||||||
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Provision
for Income Taxes
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46,296 | 44,758 | 180,617 | 126,088 | ||||||||||||
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Net
Income
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$ | 82,155 | $ | 54,343 | $ | 311,405 | $ | 214,154 | ||||||||
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Net
Income Per Share - Basic - Common
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$ | 0.37 | $ | 0.24 | $ | 1.41 | $ | 0.96 | ||||||||
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- Basic - Class B
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$ | 0.33 | $ | 0.22 | $ | 1.27 | $ | 0.87 | ||||||||
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- Diluted - Common
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$ | 0.36 | $ | 0.24 | $ | 1.36 | $ | 0.93 | ||||||||
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Shares
Outstanding - Basic - Common
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166,734 | 166,873 | 166,709 | 168,050 | ||||||||||||
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- Basic - Class B
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60,713 | 60,808 | 60,777 | 60,813 | ||||||||||||
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- Diluted - Common
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228,504 | 229,722 | 228,697 | 231,449 | ||||||||||||
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Key
Margins:
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Gross
Margin
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36.1 | % | 31.1 | % | 34.2 | % | 33.0 | % | ||||||||
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EBIT
Margin
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11.1 | % | 9.5 | % | 11.5 | % | 9.3 | % | ||||||||
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Net
Margin
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6.0 | % | 4.0 | % | 6.1 | % | 4.3 | % | ||||||||
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The
Hershey Company
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Pro
Forma Summary of Consolidated Statements of Income
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for
the periods ended December 31, 2008 and December 31, 2007
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(in
thousands except per share amounts)
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Fourth Quarter
|
Twelve Months
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2008
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2007
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2008
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2007
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Net
Sales
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$ | 1,377,380 | $ | 1,342,222 | $ | 5,132,768 | $ | 4,946,716 | ||||||||
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Costs
and Expenses:
|
||||||||||||||||
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Cost
of Sales
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862,233 | (a) | 890,273 | (d) | 3,297,283 | (a) | 3,192,057 | (d) | ||||||||
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Selling,
Marketing and Administrative
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282,020 | (b) | 228,867 | (e) | 1,064,917 | (b) | 883,251 | (e) | ||||||||
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Business
Realignment and Impairment Charges, net
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--- | (c) | --- | (f) | --- | (c) | --- | (f) | ||||||||
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Total
Costs and Expenses
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1,144,253 | 1,119,140 | 4,362,200 | 4,075,308 | ||||||||||||
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Income
Before Interest and Income Taxes (EBIT)
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233,127 | 223,082 | 770,568 | 871,408 | ||||||||||||
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Interest
Expense, net
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24,965 | 28,062 | 97,876 | 118,585 | ||||||||||||
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Income
Before Income Taxes
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208,162 | 195,020 | 672,692 | 752,823 | ||||||||||||
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Provision
for Income Taxes
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74,320 | 70,900 | 242,170 | 271,016 | ||||||||||||
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Adjusted
Net Income
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$ | 133,842 | $ | 124,120 | $ | 430,522 | $ | 481,807 | ||||||||
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Adjusted
Net Income Per Share - Basic - Common
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$ | 0.60 | $ | 0.56 | $ | 1.94 | $ | 2.16 | ||||||||
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- Basic - Class B
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$ | 0.54 | $ | 0.50 | $ | 1.75 | $ | 1.95 | ||||||||
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- Diluted - Common
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$ | 0.59 | $ | 0.54 | $ | 1.88 | $ | 2.08 | ||||||||
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Shares
Outstanding - Basic - Common
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166,734 | 166,873 | 166,709 | 168,050 | ||||||||||||
|
- Basic - Class B
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60,713 | 60,808 | 60,777 | 60,813 | ||||||||||||
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- Diluted - Common
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228,504 | 229,722 | 228,697 | 231,449 | ||||||||||||
|
Key
Margins:
|
||||||||||||||||
|
Adjusted
Gross Margin
|
37.4 | % | 33.7 | % | 35.8 | % | 35.5 | % | ||||||||
|
Adjusted
EBIT Margin
|
16.9 | % | 16.6 | % | 15.0 | % | 17.6 | % | ||||||||
|
Adjusted
Net Margin
|
9.7 | % | 9.2 | % | 8.4 | % | 9.7 | % | ||||||||
|
(a) Excludes
business realignment and impairment charges of $17.6 million pre-tax or
$12.1 million after-tax for the fourth quarter and $77.8 million pre-tax
or $53.4 million after-tax for the twelve months.
(b) Excludes
business realignment and impairment charges of $2.0 million pre-tax or
$1.3 million after-tax for the fourth quarter and $8.1 million
pre-tax or $4.9 million after-tax for the twelve months.
(c) Excludes
business realignment and impairment charges of $60.1 million pre-tax or
$38.3 million after-tax for the fourth quarter and $94.8 million
pre-tax or $60.8 million after-tax for the twelve months.
(d) Excludes
business realignment and impairment charges of $34.5 million pre-tax or
$24.3 million after-tax for the fourth quarter and $123.1 million pre-tax
or $80.9 million after-tax for the twelve months.
(e) Excludes
business realignment and impairment charges of $3.9 million pre-tax or
$2.5 million after-tax for the fourth quarter and $12.6 million
pre-tax or $7.8 million after-tax for the twelve months.
(f) Excludes
business realignment and impairment charges of $57.6 million pre-tax or
$43.0 million after-tax for the fourth quarter and $276.9 million pre-tax
or $178.9 million after-tax for the twelve months.
|
||||||||||||||||
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The
Hershey Company
|
||||||||
|
Consolidated
Balance Sheets
|
||||||||
|
as
of December 31, 2008 and December 31, 2007
|
||||||||
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(in
thousands of dollars)
|
||||||||
|
Assets
|
2008
|
2007
|
||||||
|
Cash
and Cash Equivalents
|
$ | 37,103 | $ | 129,198 | ||||
|
Accounts
Receivable - Trade (Net)
|
455,153 | 487,285 | ||||||
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Deferred
Income Taxes
|
70,903 | 83,668 | ||||||
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Inventories
|
592,530 | 600,185 | ||||||
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Prepaid
Expenses and Other
|
189,256 | 126,238 | ||||||
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Total
Current Assets
|
1,344,945 | 1,426,574 | ||||||
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Net
Plant and Property
|
1,458,949 | 1,539,715 | ||||||
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Goodwill
|
554,677 | 584,713 | ||||||
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Other
Intangibles
|
110,772 | 155,862 | ||||||
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Deferred
Income Taxes
|
13,815 | — | ||||||
|
Other
Assets
|
151,561 | 540,249 | ||||||
|
Total
Assets
|
$ | 3,634,719 | $ | 4,247,113 | ||||
|
Liabilities, Minority Interest and Stockholders'
Equity
|
||||||||
|
Loans
Payable
|
$ | 501,504 | $ | 856,392 | ||||
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Accounts
Payable
|
249,454 | 223,019 | ||||||
|
Accrued
Liabilities
|
504,065 | 538,986 | ||||||
|
Taxes
Payable
|
15,189 | 373 | ||||||
|
Total
Current Liabilities
|
1,270,212 | 1,618,770 | ||||||
|
Long-Term
Debt
|
1,505,954 | 1,279,965 | ||||||
|
Other
Long-Term Liabilities
|
504,963 | 544,016 | ||||||
|
Deferred
Income Taxes
|
3,646 | 180,842 | ||||||
|
Total
Liabilities
|
3,284,775 | 3,623,593 | ||||||
|
Minority
Interest
|
31,745 | 30,598 | ||||||
|
Total
Stockholders' Equity
|
318,199 | 592,922 | ||||||
|
Total
Liabilities, Minority Interest and Stockholders' Equity
|
$ | 3,634,719 | $ | 4,247,113 | ||||