SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 4, 2004
THE HAIN CELESTIAL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
58 South Service Road
Melville, New York 11747
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (631) 730-2200
-2-
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated February 4, 2004
Item 12. Results of Operations and Financial Condition
On February 4, 2004, The Hain Celestial Group, Inc. announced its earnings
for its second quarter 2004 ended December 31, 2003, as well as the appointment
of new directors to its Board of Directors. A copy of the related press release
is attached as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE HAIN CELESTIAL GROUP, INC.
Dated: February 4, 2004 By: /s/ Ira J. Lamel
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Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press release dated February 4, 2004
Exhibit 99.1
THE HAIN CELESTRIAL GROUP
Contact: Ira Lamel, CFO Jeremy Fielding/David Lilly
The Hain Celestial Group, Inc. Kekst and Company
631-730-2200 212-521-4800
FOR IMMEDIATE DISTRIBUTION
THE HAIN CELESTIAL GROUP REPORTS SECOND QUARTER 2004
FINANCIAL RESULTS;
ADDS TALENTED EXECUTIVES TO BOARD OF DIRECTORS
Generates Record Quarterly Revenue and Net Income
Second Quarter Revenue Grows 16% to $142.8 Million
Second Quarter Net Income Rises to $10.4 Million, Up 27% Over Prior Year
Earnings Per Share of $0.29, Up 21%
MELVILLE, NY, February 4, 2004 - The Hain Celestial Group (NASDAQ:HAIN), the
leading natural and organic food company, today announced that for the second
quarter of fiscal 2004, ended December 31, 2003, net income rose 27% to a record
$10.4 million on record revenues of $142.8 million, a 16% increase over the
second quarter of fiscal 2003. Earnings per share for the quarter were $0.29,
compared to $0.24 per share in the prior year period, representing a 21%
increase in per share earnings.
Irwin D. Simon, Chairman, President and Chief Executive Officer of The Hain
Celestial Group said, "I am very proud of our Company's achievements this
quarter. Our performance demonstrates that we continue on the right track,
changing the way the world eats. Our results this quarter are in line with our
previously stated guidance for the full fiscal year."
"Hain Celestial's revenue and net income both reached record levels - the
highest in our ten year history. Our results confirm the increase in our
products' popularity and in eating healthy generally, as well as our expansion
into a wider range of distribution channels."
"Our strong company-wide performance reflects the successful implementation of
our strategy to capitalize on increasing consumer demand for natural and organic
products. We continued to see excellent growth across our businesses, including
6% growth at Celestial Seasonings for the second consecutive quarter, improving
on last year's already strong growth trends, 18% growth in our Snacks business,
and double-digit growth at Earth's Best with the launch of its KIDZ and Toddler
products. We are particularly encouraged by the growth of Terra, which increased
sales by 10% over the prior year, also improving for the second consecutive
quarter. Yves was also a
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strong contributor, with sustained growth at Southern Californian McDonald's
restaurants that sell our products. This success has resulted in the recent
expansion of our partnership with McDonald's to San Francisco and Central
California."
"We are very excited about the performance of our new Carb Fit brand of low-carb
products. We began shipping these new products in December, in anticipation of
the national launch in mid-January. The launch included four categories of Carb
Fit products: snacks, cookies, pastas and condiments, each co-branded with our
flagship brands such as Hain PureSnax, Health Valley cookies, and Deboles pasta.
We successfully placed Carb Fit in some key distribution channels, including
super-masses and the two large natural supermarket chains. We plan to introduce
a total of 80 low-carb products by the spring of this year. The Carb Fit brand
was developed entirely within our organization, was brought to market in less
than six months, and demonstrates our ability to innovate and meet consumer
demand," Mr. Simon said.
"We are particularly satisfied with these accomplishments given the challenges
of the continued labor dispute affecting some of our retailers in California,
and the transition to a new supplier by Wild Oats, one of the major retailers in
the natural channel. We expect this changeover to benefit Hain Celestial during
the second half of the year," said Mr. Simon.
"We have terminated our agreement with Liberty Richter, a division of Tree of
Life, relating to the marketing and distribution of our medical-diet products,
principally the Estee brand of sugar free foods. We have taken back exclusive
management of this business following a three-year partnership with Liberty
Richter," Mr. Simon commented. "Growing consumer awareness and concern about
obesity and diabetes has created an opportunity to reposition this business to
meet demand for products that help consumers manage proactively their health
through good nutrition and disease prevention."
Hain Celestial's balance sheet continues to be strong. At the end of the second
quarter, working capital totaled $109.4 million with a current ratio of 2.4 to
1. Debt as a percentage of equity was 13.9%, and total equity reached $474
million.
Mr. Simon concluded, "As we look forward to the remainder of Fiscal 2004, we
confirm our previously announced earnings guidance for the full year of $0.95 --
$1.03 per share, reflecting 20% to 30% earnings per share growth over Fiscal
2003's earnings of $0.79 per share. As previously announced, we expect revenues
of $540 - $565 million reflecting annual growth of 16% to 21% over Fiscal 2003's
sales of $466.5 million."
Expansion of Board of Directors; New Management Appointment
The Company announced today the appointment of four new directors: Barry J.
Alperin and Lewis D. Schiliro, and D. Edward Smyth and Mitchell A. Ring, both of
H.J.Heinz, who will replace Joe Jimenez and Neil Harrison, respectively.
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"We are honored to welcome Barry, Lewis, Ted and Mitch as directors. These four
executives are all tremendously accomplished, and bring a wealth of experience
and perspective to our Board. I also want to thank Joe Jimenez and Neil Harrison
for their advice during their tenures as directors," said Mr. Simon.
Mr. Alperin, a private consultant, has been a director of Henry Schein, the
largest distributor of healthcare products and services to office based
practitioners in the combined North American and European markets, since May
1996. He served as Vice Chairman of Hasbro, Inc. from 1990 through July 1995, as
Co-Chief Operating Officer of Hasbro, Inc. from 1989 through 1990. Mr. Alperin
served as director of Seaman Furniture Company, Inc. from 1992 through February
2001. He also serves as a director of K'nex Industries, Inc.
Mr. Schiliro is a Senior Executive Vice President of MBNA America. Before
joining MBNA in 2000, Mr. Schiliro spent 25 years with the Federal Bureau of
Investigation (FBI) in New York. In 1998 Mr. Schiliro was appointed the Director
of the FBI's New York office overseeing numerous investigations into organized
crime, international terrorism, bank and security fraud matters, white-collar
crime and national security issues. Mr. Schiliro has taught courses as an
adjunct professor at both the University of Delaware and Wilmington College.
Mr. Smyth is Chief Administrative Officer and Senior Vice President - Corporate
and Government Affairs, H.J. Heinz. He is a member of the Heinz Management
Committee. Mr. Smyth joined Heinz in March 1988, following 15 years in the
diplomatic service of Ireland. Mr. Smyth is a trustee of the H. J. Heinz Company
Foundation, a Director of the Africa America Institute, the Ireland Funds,
Sewickley Academy and is a member of the Government Affairs Council of the
Grocery Manufacturers of America and the Global Studies Program of the
University Center for International Studies at the University of Pittsburgh.
Mr. Ring is Vice President - Business Development, H.J. Heinz. He is a member of
the Heinz Management Committee. Mr. Ring joined Heinz in 1991 after 17 years in
marketing and finance positions in the consumer products and banking industries.
Mr. Ring has both his B.S. and M.S. degrees from the Sloan School of Management
of the Massachusetts Institute of Technology
The Company also announced the appointment of John Carroll as Executive Vice
President - Melville Businesses, effective February 9, 2004. Mr. Carroll will
report directly to Mr. Simon. "We are very pleased to continue strengthening our
management team, attracting and recruiting executives with a proven track record
in our industry. We are delighted John Carroll has come on board. He will have
full operating and P&L responsibility for all non-snack businesses based in
Melville, including Grocery and Non-Dairy. With John's appointment, we are
realigning the various functions of the Melville business, including marketing,
sales, operations, and accounting, all of which will report to him. John's
experience in running businesses in the consumer packaged goods industry is
deep. Most recently, he was Managing Director of H. J. Heinz Frozen Food, and
was previously in management positions with Hershey Foods and Arm & Hammer,"
commented Mr. Simon.
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Management will host a conference call to discuss its second quarter results at
9:00 a.m. EST on February 4, 2004. The call may be accessed on the Internet at
www.vcall.com (enter ticker symbol: HAIN).
The Company also announced that it will launch today an updated interactive
investor relations section of its website, which will include current stock
quotes, the latest news from the Company, and access to financial filings and
other key documents. The site can be found at www.hain-celestial.com.
The new section includes current and previous annual reports, SEC filings, and
press releases. In addition, there are a number of tools for investors, such as
historical stock data dating back ten years, and advanced fundamentals on the
Company. The Company will also use this section of the website for special
features such as updates on its corporate governance and audio archives of
special events. Visitors to the site can use the new page to request
information, sign up to receive email alerts, or view the Company's event
calendar for the near future.
About The Hain Celestial Group
The Hain Celestial Group, headquartered in Melville, NY, is a natural, specialty
and snack food company. The Company is a leader in 13 of the top 15 natural food
categories, with such well-known natural food brands as Celestial Seasonings (R)
teas, Walnut Acres(R), Hain Pure Foods(R), Westbrae(R), Westsoy(R), Rice
Dream(R), Soy Dream(R), Imagine(R), Arrowhead Mills(R), Health Valley(R),
Breadshop's(R), Casbah(R), Garden of Eatin(R), Terra Chips(R), Yves Veggie
Cuisine(R), The Good Dog (R), The Good Slice(R), DeBoles(R), Lima(R),
Biomarche(R), Grains Noirs(R), Earth's Best(R), and Nile Spice(R). The Company's
principal specialty product lines include Hollywood(R) cooking oils, Estee(R)
sugar-free products, Kineret(R) kosher foods, Boston Better Snacks(R), and Alba
Foods(R). The Hain Celestial Group's website can be found at
www.hain-celestial.com.
Statements made in this Press Release that are estimates of past or future
performance are based on a number of factors, some of which are outside of the
Company's control. Statements made in this Press Release that state the
intentions, beliefs, expectations or predictions of The Hain Celestial Group and
its management for the future are forward-looking statements. It is important to
note that actual results could differ materially from those projected in such
forward-looking statements. Information concerning factors that could cause
actual results to differ materially from those in forward-looking statements is
contained from time to time in filings of The Hain Celestial Group with the U.S.
Securities and Exchange Commission. Copies of these filings may be obtained by
contacting The Hain Celestial Group or the SEC.
THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
December 31, June 30,
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2003 2003
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 23,771 $ 10,984
Trade receivables, net 74,876 61,215
Inventories 74,157 66,444
Recoverable income taxes 978 223
Deferred income taxes 3,171 3,171
Other current assets 8,779 7,671
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Total current assets 185,732 149,708
Property, plant and equipment, net 68,710 68,665
Goodwill, net 304,616 296,508
Trademarks and other intangible assets, net 55,819 55,975
Other assets 9,152 10,692
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Total assets $ 624,029 $ 581,548
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 59,653 $ 55,710
Income taxes payable 9,779 1,867
Current portion of long-term debt 6,856 8,807
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Total current liabilities 76,288 66,384
Deferred income taxes 14,912 14,912
Long-term debt, less current portion 58,927 59,455
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Total liabilities 150,127 140,751
Stockholders' equity:
Common stock 360 348
Additional paid-in capital 374,676 364,877
Retained earnings 96,003 79,089
Treasury stock (8,435) (8,156)
Foreign currency translation adjustment 11,298 4,639
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Total stockholders' equity 473,902 440,797
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Total liabilities and stockholders' equity $ 624,029 $ 581,548
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