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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 3, 2004
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THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware 0-22818 22-3240619
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
58 South Service Road, Melville, NY 11747
(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 730-2200
Not Applicable
(Former name or former address, if changed since last report)
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of Operations and Financial Condition.
The following information is being furnished under Item 2.02, "Results of
Operations and Financial Condition." This information shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
Section, or incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
On November 3, 2004, The Hain Celestial Group, Inc. issued the press
release attached as Exhibit 99.1 and incorporated by reference herein announcing
the results for the first quarter of fiscal 2005.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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99.1 Press Release dated November 3, 2004.
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.
Date: November 3, 2004
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
By: /s/ Ira J. Lamel
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Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
Exhibit 99.1
[The Hain Celestial Group, Inc. Logo Omitted]
Contact: Ira Lamel, CFO Jeremy Fielding/David Lilly (Media)
Mary Celeste Anthes, Kekst and Company
VP Investor Relations 212-521-4800
The Hain Celestial Group, Inc.
631-730-2200
THE HAIN CELESTIAL GROUP REPORTS FISCAL FIRST QUARTER RESULTS
Adjusted Earnings of $0.18 per share before $0.01 of compensation charges
GAAP Net Income of $0.17 per share
Revenue Grows to $137.6 million
Reaffirms Full Year Earnings Guidance at $0.92 to $1.01 per share
MELVILLE, NY, November 3, 2004 -- The Hain Celestial Group (NASDAQ:HAIN), a
leading natural and organic food company, today announced results for the Fiscal
2005 first quarter. Hain Celestial reported net income of $0.17 per share, after
deducting $0.01 per share for certain previously announced compensation charges,
compared with net income of $0.19 per share in the prior year's comparable
quarter. Before deducting the compensation charges, adjusted (non-GAAP) earnings
were $0.18 per share. First quarter sales grew 8.3% to $137.6 million, compared
with net sales of $127.1 million in the prior year period.
During the Fiscal 2005 first quarter, the Company incurred compensation charges
for terminated personnel and non-cash compensation which aggregated
approximately $0.6 million. As previously disclosed, these charges are expected
to aggregate approximately $0.75 million in the second quarter of Fiscal 2005,
after which time the compensation charges for terminated employees will be
concluded. In the Fiscal 2005 first quarter, the Company's estimated effective
annual tax rate increased as expected to 39% from 38% in the prior year's
quarter. Also impacting earnings by $0.01 per
share in the Fiscal 2005 first quarter was an increase in the average diluted
shares outstanding by 1.5 million shares.
Operating income in the quarter was $ 10.8 million as compared to $11.3 million
in the prior year's quarter. The Company reported gross margins at 28.3% of
sales as compared with 29.2% in the prior year's quarter, the reduction coming
principally from the higher costs of ingredients and freight of approximately
$2.5 million not yet offset by the price increase implemented during the quarter
which contributed approximately $1 million. Selling, general and administrative
expenses were 20.5% of sales this year versus 20.3% last year.
Irwin Simon, President and Chief Executive Officer, said, "We are pleased with
the good growth in many of our key brands this quarter. There has been continued
broad acceptance of our previously announced price increase. Our tea and snacks
brands showed very good growth and our international businesses also performed
well. We achieved this performance in our business even with a reduction in
inventories at two major distributors and increased commodity and freight costs
during the quarter. All of our U.S.-based businesses were impacted by the
inventory reductions, with sales of our grocery brands most affected. Despite
the challenges of the quarter, we refused to make short-term decisions at the
end of the quarter that would have otherwise impacted our strategy for the year.
"As we move forward, we will continue to grow intelligently and pursue
opportunities for more savings and margin enhancement across our brands. I am
particularly encouraged by our sales activity in October, where we have seen
strong increases over the prior year. This reflects our belief that inventory
reductions at distributors help increase inventory turns and the frequency of
reorders, and that our strategic decisions will bring us better results over the
long term. We have also made significant progress integrating our recently
acquired Ethnic Gourmet and Rosetto frozen foods businesses, and we are
expanding the distribution of the JASON personal care products to channels where
those products have not previously been carried."
Mr. Simon continued, "We are also excited at the opportunity for additional
savings in a new collaborative initiative with the H. J. Heinz Company to assist
us with our cost savings programs over the next twelve months. Heinz has
appointed Dave Gaertner, Vice President - Business Development, to coordinate
this initiative from our headquarters in Melville. Working with Heinz
executives, we have begun to identify specific opportunities for savings in the
cost of market research and in freight/ transportation and co-packing. We have
also introduced the Heinz Operating Free Cash Flow and Cash Conversion Cycle
model for measuring performance metrics in our business. In future periods we
will report our progress in this initiative."
"We made progress on all of our strategic priorities for the year - including
improvements in our processes and our core growth brands, and greater
efficiencies. We met our internal objectives for the quarter, and we reaffirm
our previously announced full year earnings guidance of $0.92 to $1.01 per share
on revenues of $650 - $670 million," Mr. Simon concluded.
Management will host a conference call to discuss its second quarter results at
8:00 a.m. EDT today, November 3, 2004. The call may be accessed through the
Investor Relations section of the Hain Celestial website at
www.hain-celestial.com. Please log in to the call at least fifteen minutes ahead
of time to allow time for registration. A replay of the call will be available
on the same section of the Hain Celestial website until December 3, 2004.
About The Hain Celestial Group
The Hain Celestial Group, headquartered in Melville, NY, is a leading natural
and organic beverage, snack, specialty food and personal care products company
in North America and Europe. Hain Celestial is a leader in almost all natural
food categories-- Beverages, Specialty Tea, Snacks, Grocery, Frozen Foods--and
the natural Personal Care category with well-known brands that include:
Celestial Seasonings(R), Terra Chips(R), Garden of Eatin'(R), Health Valley(R),
WestSoy(R), Earth's Best(R), Arrowhead Mills(R), Hain Pure Foods(R),
Breadshop's(R), Casbah(R), Carb Fit(TM), DeBoles(R), Nile Spice(R), Westbrae
Natural(R), Rice Dream(R), Soy Dream(R), Imagine(R), Walnut Acres Certified
Organic(R), Rosetto(R), Ethnic Gourmet(R), Yves Veggie Cuisine(R), The Good
Dog(R), and in Europe, Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R) and
Milkfree(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(TM), and Alba Foods(R).
The Company's personal care product lines consist primarily of JASON(R) pure,
natural and organic products. Hain Celestial's corporate website is
www.hain-celestial.com. The Hain Celestial Group, Inc. common stock trades on
the NASDAQ(R) National Market under the symbol HAIN.
Safe Harbor Statement
The following constitutes a "Safe Harbor" statement under the Private Securities
Litigation Act of 1995. Except for the historical information contained herein,
the matters discussed in this press release are forward-looking statements that
involve known and unknown risks and uncertainties, which could cause our actual
results to differ materially from those described in the forward-looking
statements. These risks include but are not limited to general economic and
business conditions; the ability to implement business and acquisition
strategies, integrate acquisitions, and obtain financing for general corporate
purposes; competition, retention of key personnel and compliance with government
regulations and other risks detailed from time-to-time in the Company's reports
filed with the Securities and Exchange Commission, including the report on Form
10-K for the fiscal year ended June 30, 2004. The Company does not undertake any
obligation to update forward-looking statements.
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THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
September 30, June 30,
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2004 2004
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 9,765 $ 27,489
Trade receivables, net 70,922 69,392
Inventories 93,109 86,873
Deferred income taxes 3,111 3,111
Other current assets 14,459 11,449
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Total current assets 191,366 198,314
Property, plant and equipment, net 87,836 87,002
Goodwill, net 338,730 333,218
Trademarks and other intangible assets, net 55,712 55,793
Other assets 11,651 9,904
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Total assets $ 685,295 $ 684,231
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 53,065 $ 59,031
Income taxes payable 4,966 2,489
Current portion of long-term debt 4,784 6,845
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Total current liabilities 62,815 68,365
Deferred income taxes 14,807 14,807
Long-term debt, less current portion 99,906 104,294
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Total liabilities 177,528 187,466
Stockholders' equity:
Common stock 371 371
Additional paid-in capital 395,557 394,740
Deferred compensation (2,575) (2,809)
Retained earnings 112,279 106,097
Treasury stock (9,285) (9,285)
Foreign currency translation adjustment 11,420 7,651
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Total stockholders' equity 507,767 496,765
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Total liabilities and stockholders' equity $ 685,295 $ 684,231
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THE HAIN CELESTIAL GROUP, INC.
Consolidated Statements of Operations
(in thousands, except per share amounts)
Three Months Ended September 30,
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2004 2003
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(Unaudited)
Net sales $ 137,604 $ 127,053
Cost of Sales 98,629 89,891
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Gross profit 38,975 37,162
SG&A expenses 28,185 25,819
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Operating income 10,790 11,343
Interest expense and other expenses 655 791
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Income before income taxes 10,135 10,552
Income tax provision 3,953 4,010
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Net income $ 6,182 $ 6,542
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Basic per share amounts $ 0.17 $ 0.19
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Diluted per share amounts $ 0.17 $ 0.19
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Weighted average common shares outstanding:
Basic 36,273 34,221
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Diluted 36,855 35,356
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