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)
November 5, 2001
THE HAIN CELESTIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22818 22-3240619
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
----------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 237-6200
--------------
-2-
Item 5. Other Events
On November 5, 2001, The Hain Celestial Group, Inc. (the "Company")
announced that revenue for the first quarter of fiscal 2002, ended September 30,
2001, increased to $104.9 million, a 13.5 percent increase on a comparable basis
over the first quarter of fiscal 2001. Net income for the quarter totaled $5.4
million, or $0.16 per share on a diluted basis. EBITDA in the quarter was $11
million.
The Company also announced that it has signed a letter of intent to acquire
Lima NV, a leading Belgian manufacturer and marketer of natural and organic
foods, founded in 1957. Lima also distributes fresh organic produce to Belgian
supermarkets from its Biomarche operations. The Company's acquisition of Lima is
subject to customary due diligence and the signing of a definitive merger
agreement. The transaction is expected to close by the end of December.
A copy of the press release issued by the Company on November 5, 2001 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press release dated November 5, 2001
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: November 6, 2001 By: /s/ Ira Lamel
-----------------------------------------
Name: Ira Lamel
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99.1 Press release dated November 5, 2001
Exhibit 99.1
Contact: Ira Lamel, CFO Jeremy Fielding/Sarah Zitter Milstein
The Hain Celestial Group, Inc. Kekst and Company
516-237-6200 212-521-4800
FOR IMMEDIATE DISTRIBUTION
THE HAIN CELESTIAL GROUP REPORTS FIRST QUARTER 2002
FINANCIAL RESULTS
Strong Performance for the Company of 13.5 Percent Revenue Growth on a
Comparable Basis
Signs Letter of Intent to Acquire Lima NV, Leading Belgian Natural and Organic
Foods Manufacturer and Marketer
UNIONDALE, NY, November 5, 2001 - The Hain Celestial Group (NASDAQ:HAIN), the
leading natural and organic food company, today announced that for the first
quarter of fiscal 2002, ended September 30, 2001, revenues increased to $104.9
million, a 13.5 percent increase on a comparable basis over the first quarter of
2001. Net income for the quarter totaled $5.4 million, or $0.16 per share on a
diluted basis. EBITDA in the quarter was $11 million.
Irwin D. Simon, Chairman, President and Chief Executive Officer of The Hain
Celestial Group said, "The September 11 tragedy significantly disrupted our
distribution network in the Northeast corridor, and caused delays in certain
other areas, including the temporary closure of our Terra plant in Brooklyn.
Difficulties arising from the terrorist attack adversely impacted our sales for
the quarter by $5-7 million, which we believe affected our earnings by
$0.03-0.04 per share."
Mr. Simon continued, "The direct impact of these events on our business should
not obscure the strong, double-digit growth of many of our rocket brands this
quarter. Terra, Health Valley, Garden of Eatin' and Westsoy were all up double
digits in either sales or units. Celestial Seasonings teas also reported solid
growth of 8 percent. In October, our new Terra facility in Moonachie, New
Jersey, began trial runs. After successful certification of the facility, today
we began manufacturing product for shipment."
Hain Celestial also announced today that it has signed a letter of intent to
acquire Lima NV, a leading Belgian manufacturer and marketer of natural and
organic foods, founded in 1957. Lima also distributes fresh organic produce to
Belgian supermarkets from its Biomarche operations. In its current fiscal year,
Lima's and Biomarche's combined revenues are expected to exceed $20 million.
Terms of the transaction were not disclosed.
-2-
Mr. Simon commented, "The Lima acquisition is an important part of our European
strategy. Lima's infrastructure, products, and people will provide us with a
solid base of operations in Europe to grow our product portfolio and
capabilities there. Lima's grain and rice products are a good fit with our
Health Valley and Hain brands, and its soy-based beverages complement our
Westsoy products. Through Biomarche, we will distribute to the fresh section of
the mass-market for the first time, an important channel through which food is
sold in Europe, where we will also be able to sell our fresh products from Yves
and our refrigerated Westsoy products. I am particularly pleased that Lima's
Chairman, Philippe Woitrin, and its Chief Executive, Michel Calewaert, will join
us to oversee our Belgian operations. These two seasoned executives are
responsible for the growth of Lima and Biomarche, and will be excellent
additions to our European team."
Hain Celestial's acquisition of Lima is subject to customary due diligence and
other standard conditions as well as the signing of a definitive acquisition
agreement. The transaction is scheduled to close by the end of December, and is
expected to be accretive in the first full fiscal year following the
acquisition.
About The Hain Celestial Group
The Hain Celestial Group, headquartered in Uniondale, 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, Hain Pure Foods(R), Westbrae(R), Westsoy(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), Earth's Best(R), and Nile Spice. The Company's principal specialty
product lines include Hollywood(R) cooking oils, Estee(R) sugar-free products,
Weight Watchers(R) dry and refrigerated 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.
Hain Celestial management will host a conference call to discuss its third
quarter results at 4:30 p.m. ET on Monday, November 5, 2001. The call may be
accessed on the Internet at www.vcall.com (enter ticker symbol: HAIN) and will
be archived there through midnight on December 5, 2001.
-3-
THE HAIN CELESTIAL GROUP, INC.
Consolidated Statements of Operations
(in thousands, except per share amounts)
Three Months Ended September,
2001 2000
(Unaudited)
Net sales............................................................ $ 104,866 $ 93,653
Cost of sales........................................................ 63,460 53,245
Gross Profit......................................................... 41,406 40,408
SG&A expenses........................................................ 32,299 28,859
Merger Costs......................................................... -- 1,032
Operating income..................................................... 9,107 10,517
Interest expense (income), net....................................... 329 (526)
Income before income taxes........................................... 8,778 11,043
Income tax provision................................................. 3,335 4,638
Net income........................................................... $ 5,443 $ 6,405
Basic per share amounts.............................................. $0.16 $0.20
Diluted per share amounts............................................ $0.16 $0.19
Weighted average common shares outstanding:..........................
Basic................................................................ 33,665 32,095
Diluted.............................................................. 34,634 34,019
Supplemental Information EBITDA (Earnings before interest, taxes,
depreciation and amortization).................................... $ 10,992 $ 13,586
-4-
THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
September 30, June 30,
2001 2001
ASSETS
Current assets:
Cash and cash equivalents....................................... $13,990 $26,643
Trade receivables, net.......................................... 54,005 42,668
Inventories..................................................... 52,595 49,593
Recoverable income taxes........................................ 4,800 8,232
Deferred income taxes........................................... 3,740 3,740
Other current assets............................................ 8,711 7,904
------------- -------------
Total current assets............................................ 137,841 138,780
Property, plant and equipment, net.............................. 61,301 55,780
Goodwill, net................................................... 219,428 219,826
Trademarks and other intangible assets, net..................... 38,261 38,230
Other assets.................................................... 10,557 9,077
------------- -------------
Total assets............................................. $467,388 $461,693
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses........................... $46,713 $43,587
Current portion of long-term debt............................... 2,801 2,881
------------- -------------
Total current liabilities................................ 49,514 46,468
Deferred income taxes........................................... 7,854 7,854
Long-term debt, less current portion............................ 10,483 10,718
------------- -------------
Total liabilities........................................ 67,851 65,040
Stockholders' equity:
Common stock.................................................... 338 338
Additional paid-in capital...................................... 348,967 348,942
Retained earnings............................................... 54,068 48,626
Treasury stock.................................................. (1,396) (275)
Foreign currency translation adjustment......................... (2,440) (978)
------------- -------------
Total stockholders' equity............................... 399,537 396,653
Total liabilities and stockholders' equity............... $467,388 $461,693