================================================================================
UNITED STATES
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): May 3, 2007
------------------------
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
------------------------
Delaware 0-22818 22-3240619
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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)
------------------------
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))
================================================================================
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 May 3, 2007, The Hain Celestial Group, Inc. issued the press release attached
as Exhibit 99.1 and incorporated by reference herein, announcing financial
results for its fiscal quarter ended March 31, 2007.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
99.1 Press Release dated May 3, 2007.
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: May 3, 2007
THE HAIN CELESTIAL GROUP, INC.
(Registrant)
By: /s/ Ira J. Lamel
------------------------------------
Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
|
Contact:
|
Ira
Lamel/Mary Anthes
|
Jeremy
Fielding/David Lilly
|
||
|
|
The
Hain Celestial Group, Inc.
|
Kekst
and Company
|
||
|
|
631-730-2200
|
212-521-4800
|
THE
HAIN CELESTIAL GROUP ANNOUNCES
RECORD
THIRD QUARTER SALES AND EARNINGS
Sales
Increase 21%
Net
Income Grows 37%
EPS
Increases 30% to $0.30
Provides
Fourth Quarter Guidance
Melville,
NY, May 3, 2007 —The
Hain
Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic food and
personal care products company, today reported record results for the third
quarter ended March 31, 2007. The Company reported net sales of $237.9 million,
a 21% increase, compared with $196.4 million in the prior year third quarter.
Net income reached $12.4 million, an increase of 37% over the prior year third
quarter of $9.1 million. Diluted earnings per share for the quarter totaled
$0.30 per share compared to $0.23 per share in the prior year third quarter,
a
30% increase.
“The
successful execution of our strategy continues to accelerate our sales, margin
and earnings growth from our broad portfolio of natural and organic brands
in
North America and Europe, including the United Kingdom,” said Irwin D. Simon,
President and Chief Executive Officer of Hain Celestial. “In particular, we
delivered strong performance this quarter in our Earth’s Best®, Terra®, Garden
of Eatin’®, Rice Dream®, Spectrum®, Ethnic Gourmet®, Westbrae®, and FreeBird™
brands. Additionally, our personal care brands, including our recently acquired
Avalon Organics® and Alba Botanica® brands, made significant contributions to
both top- and bottom-line growth. Internationally, we are encouraged with the
progress we are making in Hain Celestial Europe, and especially the United
Kingdom, as we implement our strategy there and adjust our offerings to the
specific overseas markets. In Europe, we saw strong sales performance from
our
Lima®, Natumi®, Terra and Rice Dream brands. In Asia, we are making significant
progress with our plans for expansion with Singapore-based food and beverage
company Yeo Hiap Seng Limited. We are also pleased that the operating
efficiencies we have realized in the face of higher input costs contributed
to
our strong results.”
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
“After
warm weather in our second quarter continued into the early weeks of our third
quarter, Celestial Seasonings® faced challenges in an overall challenged
category. We will soon introduce restaged packaging at Celestial Seasonings,
incorporating the brand’s strong history and tradition into an exciting new
look. We will also be launching Saphara™, our new pyramid bag, premium organic
tea to provide our consumers with “A Journey for the Senses.” Despite the work
ahead, these are exciting times for Celestial Seasonings as it responds to
recent dynamics in the specialty tea market,” Mr. Simon commented.
The
Company reported gross margin of 29.7% in the third quarter, compared to 29.4%
in the prior year third quarter. The 30 basis points margin improvement was
achieved with productivity gains in the United States and Europe despite
increasing input costs and the challenging selling conditions of the unusually
warm weather impacting the Company’s Celestial Seasonings tea brand.
Selling,
general and administrative expense for the third quarter was 19.8% of sales
compared to 21.2% in the prior year, as the Company benefited from the
integration of several of its recent acquisitions and disciplined trade
spending.
Interest
expense, net, in the third quarter was $2.8 million versus $1.6 million in
the
prior year quarter. The higher interest cost this year was the result of higher
borrowings for the recent acquisition of Avalon Natural Products as well as
from
the Company’s $150 million 10-year 5.98% Senior Notes issued in May
2006.
The
Company’s effective tax rate for the quarter was 38.7% versus 37.7% in the prior
year quarter.
Average
diluted shares outstanding for the quarter were 41.5 million, an increase of
2.0
million shares, or 5%, over the third quarter of the prior year. The increase
resulted from additional shares issued for the exercise of employee stock
options and higher equivalent shares included in the earnings per diluted share
calculation as a result of the Company’s higher share price.
The
Company’s balance sheet remains strong with $191.4 million in working capital
and a current ratio of 2.5 at March 31, 2007. Debt as a percentage of equity
was
33% with equity at $674.4 million. The number of days in the Company’s cash
conversion cycle was 72 compared to 70 days in the prior year period. Operating
free cash flow was $67.0 million for the trailing twelve months versus $20.7
million in the comparable period of the prior year, an increase of
224%.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
“As
we
move forward to the end of our fiscal year and into fiscal 2008, we are focused
on continuing to implement our long-term strategy to build brands in the natural
and organic sector, create sustainable sales, margin and earnings growth, and
leverage the platform we have built to expand our reach to consumers through
varied channels in North America, Europe, the United Kingdom and Asia,”
concluded Irwin Simon.
Fiscal
Year 2007 Outlook
The
Company anticipates revenues of $223 to $227 million and earnings of $0.26
to
$0.29 per share in the fourth quarter to conclude its fiscal year ending June
30, 2007.
Webcast
and Upcoming Events
Hain
Celestial will host a conference call and webcast at 4:15 PM Eastern Daylight
Time today to review its third quarter fiscal year 2007 results. On May 8,
2007,
the Company is scheduled to present at the Goldman Sachs Consumer Products
Symposium in New York. On May 16, 2007, the Company is scheduled to present
at
the Bank of America 2007 SMid Cap Conference in Boston, where Irwin Simon will
be the featured keynote speaker. These events will be available under the
Investor Relations section of the Company’s website at
www.hain-celestial.com.
The
Hain Celestial Group
The
Hain
Celestial Group (NASDAQ: HAIN), headquartered in Melville, NY, is a leading
natural and organic food and personal care products company in North America
and
Europe. Hain Celestial participates in almost all natural food categories with
well-known brands that include Celestial Seasonings®, Terra Chips®, Garden of
Eatin’®, Health Valley®, WestSoy®, Earth’s Best®, Arrowhead Mills®, DeBoles®,
Hain Pure Foods®, FreeBird™, Hollywood®, Spectrum Naturals®, Spectrum
Essentials®, Walnut Acres Organic™, Imagine Foods™, Rice Dream®, Soy Dream®,
Rosetto®, Ethnic Gourmet®, Yves Veggie Cuisine®, Linda McCartney®, Realeat®,
Lima®, Grains Noirs®, Natumi®, JASON®, Zia® Natural Skincare, Avalon Organics®,
Alba Botanica® and Queen Helene®. For more information, visit www.hain-celestial.com.
Safe
Harbor Statement
This
press release contains forward-looking statements within and 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 and integrate
acquisitions; competition; retention of key personnel; 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, 2006. The
forward-looking statements made in this press release are current as of the
date
of this press release, and the Company does not undertake any obligation to
update forward-looking statements.
The
Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 •
631-730-2200
www.hain-celestial.com
|
THE
HAIN CELESTIAL GROUP, INC.
|
||||||||
|
Consolidated
Balance Sheets
(In
thousands)
|
||||||||
|
|
|
March
31,
|
June
30,
|
||||||
|
2007
|
2006
|
||||||
|
(Unaudited)
|
(Note)
|
||||||
|
ASSETS
|
|||||||
|
Current
assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
54,945
|
$
|
48,875
|
|||
|
Trade
receivables, net
|
112,181
|
80,764
|
|||||
|
Inventories
|
124,179
|
105,883
|
|||||
|
Recoverable
income taxes
|
3,148
|
-
|
|||||
|
Deferred
income taxes
|
4,487
|
2,986
|
|||||
|
Other
current assets
|
19,088
|
21,968
|
|||||
|
Total
current assets
|
318,028
|
260,476
|
|||||
|
Property,
plant and equipment, net
|
117,329
|
119,830
|
|||||
|
Goodwill,
net
|
520,394
|
421,002
|
|||||
|
Trademarks
and other intangible
|
|||||||
|
assets,
net
|
79,788
|
61,626
|
|||||
|
Other
assets
|
15,748
|
14,750
|
|||||
|
Total
assets
|
$
|
1,051,287
|
$
|
877,684
|
|||
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Accounts
payable and accrued
|
|||||||
|
expenses
|
$
|
112,601
|
$
|
81,894
|
|||
|
Income
taxes payable
|
13,435
|
3,083
|
|||||
|
Current
portion of long-term debt
|
572
|
1,065
|
|||||
|
Total
current liabilities
|
126,608
|
86,042
|
|||||
|
Deferred
income taxes
|
20,847
|
19,086
|
|||||
|
Long-term
debt, less current portion
|
223,877
|
151,229
|
|||||
|
Total
liabilities
|
371,332
|
256,357
|
|||||
|
Minority
Interest
|
5,531
|
4,926
|
|||||
|
Stockholders'
equity:
|
|||||||
|
Common
stock
|
405
|
396
|
|||||
|
Additional
paid-in capital
|
467,349
|
446,319
|
|||||
|
Retained
earnings
|
201,252
|
165,034
|
|||||
|
Treasury
stock
|
(12,745
|
)
|
(12,745
|
)
|
|||
|
Foreign
currency translation
|
|||||||
|
adjustment
|
18,163
|
17,397
|
|||||
|
Total
stockholders' equity
|
674,424
|
616,401
|
|||||
|
Total
liabilities and
|
|||||||
|
stockholders'
equity
|
$
|
1,051,287
|
$
|
877,684
|
|||
|
Note:
The balance sheet at June 30, 2006 is derived from
the
audited
financial
statements at that date.
|
||||||||
THE
HAIN
CELESTIAL GROUP, INC.
Consolidated
Statements of Operations
(in
thousands, except per share amounts)
| Three Months Ended |
Nine
Months Ended
|
||||||||||||
|
March
31,
|
March 31, | ||||||||||||
|
2007
|
2006
|
2007
|
2006
|
||||||||||
|
(Unaudited)
|
(Unaudited)
|
||||||||||||
|
Net
sales
|
$
|
237,905
|
$
|
196,443
|
$
|
679,021
|
$
|
543,767
|
|||||
|
Cost
of sales
|
167,289
|
138,760
|
478,673
|
382,069
|
|||||||||
|
Gross
profit
|
70,616
|
57,683
|
200,348
|
161,698
|
|||||||||
|
SG&A
expenses
|
47,066
|
41,566
|
133,711
|
112,423
|
|||||||||
|
Operating
income
|
23,550
|
16,117
|
66,637
|
49,275
|
|||||||||
|
Interest
and other expenses, net
|
3,292
|
1,582
|
6,866
|
3,759
|
|||||||||
|
Income
before income taxes
|
20,258
|
14,535
|
59,771
|
45,516
|
|||||||||
|
Income
tax provision
|
7,842
|
5,472
|
23,553
|
17,224
|
|||||||||
|
Net
income
|
$
|
12,416
|
$
|
9,063
|
$
|
36,218
|
$
|
28,292
|
|||||
|
Basic
per share amounts
|
$
|
0.31
|
$
|
0.24
|
$
|
0.93
|
$
|
0.76
|
|||||
|
Diluted
per share amounts
|
$
|
0.30
|
$
|
0.23
|
$
|
0.89
|
$
|
0.73
|
|||||
|
Weighted
average common shares
|
|||||||||||||
|
outstanding:
|
|||||||||||||
|
Basic
|
39,528
|
38,212
|
39,149
|
37,337
|
|||||||||
|
Diluted
|
41,500
|
39,547
|
40,909
|
38,514
|
|||||||||
THE
HAIN
CELESTIAL GROUP, INC.
Consolidated
Statements of Operations With Adjustments
Reconciliation
of GAAP Results to Non-GAAP Presentation
(in
thousands, except per share amounts)
|
Three
Months Ended March 31,
|
|||||||||||||||
|
2007
GAAP
|
Adjust-
ments
|
2007
Adjusted
|
2006
Adjusted
(2) |
||||||||||||
|
|
(Unaudited)
|
||||||||||||||
|
Net
sales
|
$
|
237,905
|
$
|
237,905
|
$
|
196,443
|
|||||||||
|
Cost
of Sales
|
167,289
|
167,289
|
138,760
|
||||||||||||
|
Gross
profit
|
70,616
|
|
70,616
|
57,683
|
|||||||||||
|
SG&A
expenses
|
47,066
|
$
|
98
|
(2)
|
47,164
|
40,444
|
|||||||||
|
Operating
income
|
23,550
|
(98
|
)
|
23,452
|
17,239
|
||||||||||
|
Interest
expense and other
|
|||||||||||||||
|
expenses
|
3,292
|
3,292
|
1,582
|
||||||||||||
|
Income
before income taxes
|
20,258
|
(98
|
)
|
20,160
|
15,657
|
||||||||||
|
Income
tax provision
|
7,842
|
(38
|
)
|
(4)
|
7,804
|
5,909
|
|||||||||
|
Net
income
|
$
|
12,416
|
$
|
(60
|
)
|
$
|
12,356
|
$
|
9,748
|
||||||
|
Basic
per share amounts
|
$
|
0.31
|
$
|
-
|
$
|
0.31
|
$
|
0.26
|
|||||||
|
Diluted
per share amounts
|
$
|
0.30
|
$
|
-
|
$
|
0.30
|
$
|
0.25
|
|||||||
|
Weighted
average common shares
|
|||||||||||||||
|
outstanding:
|
|||||||||||||||
|
Basic
|
39,528
|
39,528
|
38,212
|
||||||||||||
|
Diluted
|
41,500
|
41,500
|
39,547
|
||||||||||||
|
Nine
Months Ended March 31,
|
|||||||||||||||
|
2007
GAAP
|
Adjust-
ments
|
2007
Adjusted
|
2006
Adjusted
(2) |
||||||||||||
|
(Unaudited)
|
|||||||||||||||
|
Net
sales
|
$
|
679,021
|
$
|
679,021
|
$
|
543,767
|
|||||||||
|
Cost
of Sales
|
478,673
|
$ | (1,749 | ) |
(1)
|
476,924
|
382,069
|
||||||||
|
Gross
profit
|
200,348
|
1,749
|
202,097
|
161,698
|
|
SG&A
expenses
|
133,711
|
(625
|
)
|
(2)
|
|
133,086
|
109,984
|
||||||||
|
Operating
income
|
66,637
|
2,374
|
69,011
|
51,714
|
|||||||||||
|
Interest
expense and other
|
|||||||||||||||
|
expenses
|
6,866
|
264
|
(3)
|
|
7,130
|
3,759
|
|||||||||
|
Income
before income taxes
|
59,771
|
2,110
|
61,881
|
47,955
|
|||||||||||
|
Income
tax provision
|
23,553
|
345
|
(4)
|
|
23,898
|
18,175
|
|||||||||
|
Net
income
|
$
|
36,218
|
$
|
1,765
|
$
|
37,983
|
$
|
29,780
|
|||||||
|
Basic
per share amounts
|
$
|
0.93
|
$
|
0.04
|
$
|
0.97
|
$
|
0.80
|
|||||||
|
Diluted
per share amounts
|
$
|
0.89
|
$
|
0.04
|
$
|
0.93
|
$
|
0.77
|
|||||||
|
Weighted
average common shares
|
|||||||||||||||
|
outstanding:
|
|||||||||||||||
|
Basic
|
39,149
|
39,149
|
37,337
|
||||||||||||
|
Diluted
|
40,909
|
40,909
|
38,514
|
| (1) |
Start-up
costs at the Company's West Chester Frozen Foods
Facility.
|
| (2) |
Adjustment
in connection with the requirements of SFAS No. 123R to record
compensation when there is a contractual requirement to grant
stock
options, whether or not such options have been granted. Each
quarter
the Company marks to market the Black Scholes value of the
ungranted
stock options. For the three and nine month periods ended March
31, 2006, the SFAS No. 123R adjustment was $1,122 and $2,439,
respectively.
|
| (3) |
The
adjustment of $264 includes $2,510 pre-tax gain on the sale
of
Biomarche,
and $2,246 pre-tax charge for the unfavorable decision by the
German government regarding the application of VAT on non-dairy
beverages.
|
| (4) |
Tax
effects of the adjustments described
above.
|
SOURCE
The Hain Celestial Group, Inc.
-0-
05/03/2007
/CONTACT:
xxxxx
/
/First
Call Analyst: /
/FCMN
Contact: manthes@hain-celestial.com /
/Photo:
NewsCom: http://www.newscom.com/cgi-bin/prnh/20050324/NYTH131
PRN
Photo
Desk, photodesk@prnewswire.com /
/Web
site: http://www.hain-celestial.com /