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): August 26, 2008
 

 
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 

 
Delaware
0-22818
22-3240619
     
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 information contained in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished pursuant to Item 2.02, "Results of Operations and Financial Condition." This information shall not be deemed to be "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 filing.

On August 26, 2008, The Hain Celestial Group, Inc. issued a press release announcing financial results for its fourth quarter and fiscal year ended June 30, 2008. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit No.
 
Description
 
99.1
 
 
Press Release dated August 26, 2008.
 
 
 

 

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: August 26, 2008

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
FOURTH QUARTER AND FISCAL YEAR 2008 RESULTS

Sales Reach Record Level
Passing $1 Billion for the Fiscal Year

Sales Grew 25.2% in the Fourth Quarter
And 17.3% for the Year

GAAP Net Income $0.16 per Share in the Fourth Quarter
And $0.99 for the Year
Adjusted EPS $0.34 in the Fourth Quarter
And $1.40 for the Year

Melville, NY, August 26, 2008—The Hain Celestial Group, Inc. (NASDAQ: HAIN), a leading natural and organic food and personal care products company, today reported results for the fourth quarter and full year ended June 30, 2008. Reflecting continued strong consumer demand for the Company’s brands and products, the Company reported fourth quarter net sales of $278.3 million, a 25.2% increase over the prior year’s fourth quarter sales of $222.3 million. Full fiscal year sales reached a record $1.06 billion, a 17.3% year-over-year increase over the prior year’s sales of $900.4 million.

“Our fiscal year has come to a close with record fourth quarter sales, driven by the successful introduction of new products, continued contribution from our existing brands, and our continued sharp focus on improving our productivity, expense efficiency and pricing, appropriate steps for this extraordinary environment,” said Irwin D. Simon, President and Chief Executive Officer of Hain Celestial. “With consumers staying at home more and the continuing expansion of our presence in grocery, mass-market and specialty retailers, along with strong performance in the natural channel, we are seeing indications that consumers have prioritized leading a healthy lifestyle, despite the challenging economy and inflationary pressures. Additionally, consumers are seeking more natural and organic foods and poultry to replace more costly meat products. We see continued expansion of our personal care products as well, as food products are not unique to the healthy lifestyle.”

The Hain Celestial Group, Inc. • 58 South Service Road, Melville, NY 11747 • 631-730-2200
www.hain-celestial.com

 
 
Net income in the current year fourth quarter was $6.5 million on a GAAP basis and $14.0 million after reflecting previously announced adjustments resulting from the continuing execution of the third quarter Stock Keeping Unit (“SKU”) Rationalization Program, continued acquisition-related integration and start-up costs in the United Kingdom, stock compensation related expense and continued professional fees. Diluted earnings per share for the current year fourth quarter totaled $0.16 on a GAAP basis and $0.34 after these adjustments.

“The strength in our fourth quarter sales and earnings was largely due to solid brand performance in various distribution channels,” continued Irwin Simon. “In the United States we are pleased with the strong results from Earth’s Best®, Arrowhead Mills®, Imagine® soup, Garden of Eatin’®, FreeBird™, Spectrum®, Rice Dream®, Soy Dream®, Avalon Organics® and Alba Botanica®, with more modest contribution from Celestial Seasonings®, where our new leadership team is beginning to make real progress; further strong sales in Canada by Yves Veggie Cuisine®, Imagine soup, Spectrum and Terra®; and in Europe by Lima®, Rice Dream, Natumi® and Daily Bread™,” said Irwin Simon.
 
Reflecting the previously stated adjustments, gross margin for the same brands operated by the Company in each full year (other than the Company’s lower margin Hain Pure Protein joint venture) was 28.6% this year versus 29.1% last year. This 50 basis point decline, during a year in which input costs increased significantly, is indicative of the Company’s ability to successfully manage costs, increase prices and achieve productivity improvements. A recently announced price increase in the United States is expected to have a positive impact on margin beginning with the Company’s second quarter of fiscal year 2009.
 

 
 
Adjusted selling, general and administrative expenses have declined as a percentage of sales by 120 basis points during the year, to 18.5% of sales, as the Company has continued to focus on expense efficiency and reduction and realize the benefit of synergies from acquisitions. The Company’s poultry operations, which have increased in size with the acquisition of the New Oxford facility and are now integrated under one management team and back office platform, operate with lower selling, general and administrative expenses than the other units, thereby positively impacting expense ratios.

The Company’s balance sheet remains strong, with $246.7 million in working capital and a current ratio of 2.7 at June 30, 2008. Debt as a percentage of equity was 42% with equity at $742.8 million. The Company’s cash conversion cycle improved to 75 days compared to 76 days in the prior year period despite the planned increase in inventory of Earth’s Best ingredients and the longer inventory cycle at the Company’s turkey operations.

Interest and other expense, net, was $2.5 million in the fourth quarter and $11.3 million for the full year. The Company’s interest cost this year includes the cost of higher borrowings resulting from acquisitions during the year. The Company continues to have significant availability under its credit facility.

The Company’s effective tax rate for the full year was 37.0% versus 38.4% in the prior year. The Company had been estimating a 38.2% tax rate for the year. The lower rate was the result of the mix of the Company’s income in foreign jurisdictions and a higher than expected utilization of foreign tax credits. As a result, the tax rate in the fourth quarter of the year was lower than the rate reported through the first three quarters.
 
Executive Changes in Europe
The Company also announced that it had appointed Peter McPhillips as Executive Chairman—Hain Celestial Europe, effective August 1, 2008. With a distinguished career in the food industry, including having served as Managing Director of Uniq Prepared Foods, Peter is an important addition to our efforts to expand our food-to-go, grocery, and frozen meat-free product lines in the United Kingdom and across Europe. “We are pleased to have Peter join us to expand our offerings in the United Kingdom and Europe. Peter achieved profitable growth in his prior assignments, and we expect his success will continue with Hain Celestial, based upon his excellent, long-standing relationships with the retail trade and in food service,” commented Irwin Simon.
 
Fiscal Year 2008 Accomplishments
The Company highlighted several of its accomplishments during fiscal year 2008:

·
Delivered solid sales and earnings growth despite a challenging economy and commodity and other inflationary pressures;
·
Achieved productivity gains resulting from a multi-year initiative, which, combined with price increases, mitigated escalating commodity costs;
·
Introduced over 50 innovative new products in growth categories and subcategories, exceeding the industry average for sales contribution;
·
Implemented an SKU Rationalization in Personal Care, combining the operations of Avalon®, Alba®, JASON®, Zia® and Queen Helene®; and
·
Acquired TenderCare®, MaraNatha®, SunSpire®, Daily Bread™ and Plainville Farms® brands—brands with products in fast growing categories to complement existing brands and product lines—and added production capacity for Hain Pure Protein with acquired facilities in North Carolina and Pennsylvania.

 

 
“The focused execution of our long-term strategy for sustainable growth has enabled us to surpass $1 billion in sales this past year for the first time in the Company’s history and to continue to grow sales and earnings in a challenging environment,” concluded Irwin Simon. “Building upon the foundation of our core brands, we have a robust pipeline of innovative product offerings and a talented team supporting our sales and marketing efforts in various channels of distribution. We are excited about fiscal year 2009, and look forward to building on our current accomplishments and opportunities for the benefit of our shareholders, customers, consumers and employees as they pursue A Healthy Way of Life™.”

Fiscal Year 2009 Guidance Outlook
The Company announced its fiscal year 2009 guidance of $1.2 to $1.3 billion in sales and $1.54 to $1.61 earnings per share. Similar to fiscal year 2008, the Company expects to incur $0.08 per share in stock compensation expense to amortize equity grants made this past fiscal year in fiscal year 2009.

Webcast and Upcoming Events
Hain Celestial will host a conference call and webcast at 4:30 PM Eastern Daylight Time today to review its fourth quarter and full fiscal year 2008 results. On September 4, 2008 the Company is scheduled to present at the Lehman Brothers Back-To-School Consumer Conference and on October 2, 2008, the Company is scheduled to present at the RBC Capital Markets Consumer Conference. These events will be webcast and 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®, Garden of Eatin’®, Health Valley®, WestSoy®, Earth’s Best®, Arrowhead Mills®, MaraNatha®, SunSpire®, DeBoles®, Hain Pure Foods®, FreeBird™, Plainville Farms®, Hollywood®, Spectrum Naturals®, Spectrum Essentials®, Walnut Acres Organic®, Imagine®, Rice Dream®, Soy Dream®, Rosetto®, Ethnic Gourmet®, Yves Veggie Cuisine®, Granose®, Realeat®, Linda McCartney®, Daily Bread™, Lima®, Grains Noirs®, Natumi®, JASON®, Zia® Natural Skincare, Avalon Organics®, Alba Botanica®, Queen Helene®, Tushies® and TenderCare®.  Hain Celestial has been providing “A Healthy Way of Life™” since 1993.  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; our ability to implement our business and acquisition strategy; our ability to effectively integrate our acquisitions; competition; availability and retention of key personnel; our reliance on third party distributors, manufacturers and suppliers; changes in customer preferences; international sales and operations; escalating fuel and commodity costs; the resolution of the SEC inquiry and litigation regarding our stock option practices; changes in, or the failure to comply with, government regulations; and other risks detailed from time-to-time in the Company’s reports filed with the SEC, including the annual report on Form 10-K, for the fiscal year ended June 30, 2007. As a result of the foregoing and other factors, no assurance can be given as to future results, levels of activity and achievements and neither the Company nor any person assumes responsibility for the accuracy and completeness of these statements.

Non-GAAP Financial Measures
Management believes that the non-GAAP financial measures presented provide useful additional information to investors about current trends in the Company’s operations and are useful for period-over-period comparisons of operations. These non-GAAP financial measures should not be considered in isolation or as a substitute for the comparable GAAP measures. In addition, these non-GAAP measures may not be the same as similar measures provided by other companies due to potential differences in methods of calculation and items being excluded. They should only be read in connection with the Company’s condensed consolidated statements of earnings presented in accordance with GAAP.
 


THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
 
   
June 30,
 
June 30,
 
   
2008
 
2007
 
   
 
     
           
ASSETS
             
Current assets:
             
Cash and cash equivalents
 
$
58,513
 
$
60,518
 
Trade receivables, net
   
118,867
   
95,405
 
Inventories
   
175,667
   
129,062
 
Deferred income taxes
   
12,512
   
8,069
 
Other current assets
   
27,482
   
22,950
 
Total current assets
   
393,041
   
316,004
 
               
Property, plant and equipment, net
   
159,089
   
114,901
 
Goodwill, net
   
550,238
   
509,336
 
Trademarks and other intangible assets, net
   
136,861
   
96,342
 
Other assets
   
20,155
   
21,873
 
Total assets
 
$
1,259,384
 
$
1,058,456
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY
             
Current liabilities:
             
Accounts payable and accrued expenses
 
$
145,186
 
$
112,458
 
Income taxes payable
   
907
   
4,456
 
Current portion of long-term debt
   
222
   
566
 
Total current liabilities
   
146,315
   
117,480
 
               
Long-term debt, less current portion
   
308,220
   
215,446
 
Deferred income taxes
   
26,524
   
22,232
 
Other noncurrent liabilities
   
5,012
   
664
 
Total liabilities
   
486,071
   
355,822
 
               
Minority Interest
   
30,502
   
5,678
 
               
Stockholders' equity:
             
Common stock
   
411
   
409
 
Additional paid-in capital
   
488,650
   
487,750
 
Retained earnings
   
237,008
   
195,658
 
Foreign currency translation adjustment
   
32,215
   
25,884
 
     
758,284
   
709,701
 
Less: Treasury stock
   
(15,473
)
 
(12,745
)
Total stockholders' equity
   
742,811
   
696,956
 
               
Total liabilities and stockholders' equity
 
$
1,259,384
 
$
1,058,456
 



THE HAIN CELESTIAL GROUP, INC.
Consolidated Statements of Operations
(in thousands, except per share amounts)
 
   
Three Months Ended June 30,
 
Twelve Months Ended June 30,
 
   
2008
 
2007
 
2008
 
2007
 
   
(Unaudited)
 
                   
Net sales
 
$
278,261
 
$
222,320
 
$
1,056,371
 
$
900,432
 
Cost of sales
   
210,669
   
160,329
   
772,062
   
639,002
 
Gross profit
   
67,592
   
61,991
   
284,309
   
261,430
 
                           
SG&A expenses
   
55,834
   
43,359
   
207,553
   
177,453
 
                           
Operating income
   
11,758
   
18,632
   
76,756
   
83,977
 
                           
Interest expense and other expenses
   
2,512
   
19
   
11,311
   
6,885
 
Income before income taxes
   
9,246
   
18,613
   
65,445
   
77,092
 
Income tax provision
   
2,742
   
6,473
   
24,224
   
29,610
 
Net income
 
$
6,504
 
$
12,140
 
$
41,221
 
$
47,482
 
                           
                           
Basic per share amounts
 
$
0.16
 
$
0.30
 
$
1.03
 
$
1.21
 
                           
Diluted per share amounts
 
$
0.16
 
$
0.29
 
$
0.99
 
$
1.16
 
                           
Weighted average common shares outstanding:
                         
Basic
   
40,133
   
39,810
   
40,077
   
39,315
 
Diluted
   
41,550
   
41,706
   
41,765
   
41,108
 



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 June 30,
 
   
2008 GAAP
 
Adjustments
 
2008 Adjusted
 
2007 Adjusted
 
   
(Unaudited)
 
                   
Net sales
 
$
278,261
       
$
278,261
 
$
222,320
 
Cost of sales
   
210,669
 
$
(3,474
)
 
207,195
   
160,329
 
Gross profit
   
67,592
   
3,474
   
71,066
   
61,991
 
                           
SG&A expenses
   
55,834
   
(4,762
)
 
51,072
   
43,483
 
     
 
   
 
   
 
   
 
 
                           
Operating income
   
11,758
   
8,236
   
19,994
   
18,508
 
                           
Interest and other expenses, net
   
2,512
             
2,512
   
3,136
 
Income before income taxes
   
9,246
   
8,236
   
17,482
   
15,372
 
Income tax provision
   
2,742
   
740
   
3,482
   
4,819
 
Net income
 
$
6,504
 
$
7,496
 
$
14,000
 
$
10,553
 
                           
Basic per share amounts
 
$
0.16
          
$
0.35
 
$
0.27
 
                           
Diluted per share amounts
 
$
0.16
           
$
0.34
 
$
0.25
 
                           
Weighted average common shares outstanding:
                 
Basic
   
40,133
                
40,133
   
39,810
 
Diluted
   
41,550
              
41,550
   
41,706
 

   
2008
 
2007
 
   
Impact on Income 
before income taxes
 
Impact on Income tax 
provision
 
Impact on Income 
before income taxes
 
Impact on Income tax 
provision
 
   
(Unaudited)
 
Start-up costs at the Fakenham manufacturing facility related to the integration of the Haldane Foods frozen meat-free operations
 
$
2,537
 
$
230
             
                           
SKU rationalization
   
937
   
285
                  
Cost of sales
 
$
3,474
 
$
515
 
$
 
 
$
 
 
                           
Professional fees and other expenses incurred in connection with the review of the Company's stock option practices
 
$
1,079
 
$
462
 
$
281
 
$
105
 
                           
Stock compensation expense
   
2,273
   
(667
)
 
(405
)
 
(225
)
                           
Severence and other reorganization costs
   
1,410
   
430
                 
SG&A expenses
 
$
4,762
 
$
225
 
$
(124
)
$
(120
)
                           
Gain on the sale of Biomarché
 
$
 
 
$
 
 
$
(871
)
$
(677
)
                           
Reversal of charge in connection with the decision by the German government regarding application of VAT on non-dairy beverages
                      
(2,246
)
 
(857
)
Interest and other expenses, net
 
$
 
 
$
 
 
$
(3,117
)
$
(1,534
)
                           
Total adjustments
 
$
8,236
 
$
740
 
$
(3,241
)
$
(1,654
)



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)

   
Twelve Months Ended June 30,
 
   
2008 GAAP
 
Adjustments
 
2008 Adjusted
 
2007 Adjusted
 
   
(Unaudited)
 
                   
Net sales
 
$
1,056,371
       
$
1,056,371
 
$
900,432
 
Cost of sales
   
772,062
 
$
(14,439
)
 
757,623
   
637,253
 
Gross profit
   
284,309
   
14,439
   
298,748
   
263,179
 
                           
SG&A expenses
   
207,553
   
(11,771
)
 
195,782
   
177,124
 
     
 
   
 
   
 
   
  
 
                           
Operating income
   
76,756
   
26,210
   
102,966
   
86,055
 
                           
Interest and other expenses, net
   
11,311
   
2,002
   
13,313
   
10,286
 
Income before income taxes
   
65,445
   
24,208
   
89,653
   
75,769
 
Income tax provision
   
24,224
   
6,770
   
30,994
   
28,237
 
Net income
 
$
41,221
 
$
17,438
 
$
58,659
 
$
47,532
 
                           
Basic per share amounts
 
$
1.03
   
 
 
$
1.46
 
$
1.21
 
                           
Diluted per share amounts
 
$
0.99
   
 
 
$
1.40
 
$
1.16
 
                           
Weighted average common shares outstanding:
                 
Basic
   
40,077
   
 
   
40,077
   
39,315
 
Diluted
   
41,765
            
41,765
   
41,108
 

                   
                   
   
2008
 
2007
 
   
Impact on Income 
before income taxes
 
Impact on Income tax 
provision
 
Impact on Income 
before income taxes
 
Impact on Income tax 
provision
 
   
(Unaudited)
 
Start-up costs at the Fakenham manufacturing facility related to the integration of the Haldane Foods frozen meat-free operations (2008) and the West Chester Frozen Foods Facility (2007)
 
$
7,490
 
$
2,097
 
$
1,749
 
$
680
 
                           
SKU rationalization
   
6,949
   
2,558
                  
Cost of sales
 
$
14,439
 
$
4,655
 
$
1,749
 
$
680
 
                           
Professional fees and other expenses incurred in connection with the review of the Company's stock option practices
 
$
5,774
 
$
2,229
 
$
281
 
$
105
 
                           
Stock compensation expense
   
2,129
   
(722
)
 
48
   
19
 
                           
Severence and other reorganization costs
   
3,868
   
1,392
                   
SG&A expenses
 
$
11,771
 
$
2,899
 
$
329
 
$
124
 
                           
Gain on sale of rice cake factory joint venture
 
$
(2,002
)
$
(784
)
           
                           
Gain on the sale of Biomarché
             
$
(3,401
)
$
(2,177
)
                                   
Interest and other expenses, net
 
$
(2,002
)
$
(784
)
$
(3,401
)
$
(2,177
)
                           
Total adjustments
 
$
24,208
 
$
6,770
 
$
(1,323
)
$
(1,373
)