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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): February 3, 2005
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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 February 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 second 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 February 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: February 4, 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/Mary Anthes 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 2005 RESULTS
Revenue Grows 19% to Record $169.8 Million
GAAP Net Income $0.29 Per Share
Adjusted Earnings $0.31 Per Share
MELVILLE, NY, February 3, 2005 - The Hain Celestial Group, Inc. (NASDAQ: HAIN),
a leading natural and organic food company, today announced results for the
fiscal 2005 second quarter ended December 31, 2004. Hain Celestial reported that
sales increased to a record $169.8 million, or an increase of 19%, from $142.8
million in the prior year quarter. The Company reported net income of $10.7
million or $0.29 per share, after deducting $0.02 per share for certain
previously announced compensation charges principally for terminated personnel
as well as consulting costs related to Sarbanes-Oxley compliance. Before these
items, adjusted non-GAAP earnings were $0.31 per share versus $0.29 in the prior
year period. Also negatively impacting earnings by $0.01 per share in the Fiscal
2005 second quarter was an increase of 1.1 million shares in the average diluted
shares outstanding as compared to the prior year quarter.
Irwin D. Simon, President and Chief Executive Officer of The Hain Celestial
Group said, "We are pleased with our strong sales throughout our business, and
especially in the Celestial Seasonings, Terra Chips, Earth's Best and Imagine
brands, Hain Celestial's brands in Canada, as well as in our European
businesses. After operating our Frozen business with Ethnic Gourmet and Rosetto
and our Personal Care business with Jason for two full quarters, we are seeing
the benefits of the integration of these businesses and their contributions,
which we expect to continue into the second half of 2005." Mr. Simon continued,
"Our management team is focused on executing our strategy and building on our
business fundamentals. As a result, our service levels and responsiveness to
customers have improved tremendously versus a year ago. Although our price
increase was accepted by our customers and our Operations Group did a great job
in managing costs, we continue to be impacted by the higher cost of fuel,
freight and some commodity pricing."
Hain Celestial's balance sheet remains strong as working capital totaled $130.9
million with a current ratio of 3 to 1 at the end of the second quarter. Debt as
a percentage of equity was
18.6%, with total equity at $524 million. As announced last quarter, the Company
implemented its Operating Free Cash Flow and Cash Conversion Cycle model for the
first time this quarter and will continue to report progress in this area.
Operating Free Cash Flow in the 2005 Second Quarter was $12.3 million versus
($9.6) million in the 2005 First Quarter. The Cash Conversion Cycle stood at 82
days for the Fiscal 2005 Second Quarter, an improvement of 12 days versus the
Fiscal 2005 First Quarter.
Mr. Simon added, "We are also pleased to begin to see the results of several
initiatives to improve efficiencies including: the increased collaborative
efforts with H.J. Heinz, improvements in our Cash Conversion Cycle, as well as
our cost-cutting program. We have earmarked projects with significant potential,
and have targeted cost centers in office administration and procurement in the
short-term. We also expect to achieve longer-term benefits and greater
efficiencies from assessments of logistics in the areas of distribution and
warehousing, and information technology, with improvements in these areas
expected in the second half of Fiscal Year 2005 and Fiscal Year 2006."
The Company confirmed its full-year guidance of $0.92 to $1.0l earnings per
share on revenues of $650 to $670 million.
New Management Appointments
The Company also announced the appointment of Steven N. List as President, Hain
Celestial Canada in addition to his responsibilities as President, Celestial
Seasonings. Mr. Simon said, "Steve has proven to be an outstanding leader at
Celestial Seasonings, and we now look forward to him expanding the scope of his
responsibilities. Steve's increased duties include responsibility for the Yves
Veggie Cuisine(R) brand worldwide, in addition to all Hain Celestial products
sold in Canada, including Celestial Seasonings(R), Terra Chips(R), Garden of
Eatin'(R), Earth's Best(R), Rice Dream(R), Soy Dream(R) and Imagine(R)."
Management will host a conference call to discuss its second quarter results at
4:30 PM EST today, February 3, 2005. The event will be webcast through the
Company website at www.hain-celestial.com under Investor Relations.
Upcoming Events
On February 16, 2005 The Hain Celestial Group, Inc. is scheduled to present at
the Smith Barney Citigroup 2005 Small & Mid-Cap Conference, and on March 16,
2005 the Company is scheduled to present at the 2005 Banc of America Securities'
Consumer Conference. These events will be webcast through the Company website at
www.hain-celestial.com under Investor Relations.
The Hain Celestial Group
The Hain Celestial Group (NASDAQ: HAIN), 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 participates in
almost all natural food categories 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),
Hollywood(R), Walnut Acres Certified Organic(R), Imagine Foods(R), Rice
Dream(R), Soy Dream(R), Rosetto(R), Ethnic Gourmet(R), Kineret(R), Yves Veggie
Cuisine(R), Lima(R), Biomarche(R), Grains Noirs(R), Natumi(R) and JASON(R). For
more information, visit www.hain-celestial.com.
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.
-- TABLES FOLLOW --
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THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
December 31, June 30,
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2004 2004
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 12,304 $ 27,489
Trade receivables, net 75,699 69,392
Inventories 88,261 86,873
Deferred income taxes 3,111 3,111
Other current assets 16,872 11,449
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Total current assets 196,247 198,314
Property, plant and equipment, net 89,386 87,002
Goodwill, net 345,235 333,218
Trademarks and other intangible assets, net 55,666 55,793
Other assets 11,012 9,904
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Total assets $ 697,546 $ 684,231
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 55,317 $ 59,031
Income taxes payable 6,211 2,489
Current portion of long-term debt 3,851 6,845
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Total current liabilities 65,379 68,365
Deferred income taxes 14,807 14,807
Long-term debt, less current portion 93,782 104,294
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Total liabilities 173,968 187,466
Stockholders' equity:
Common stock 372 371
Additional paid-in capital 396,767 394,740
Deferred compensation (2,341) (2,809)
Retained earnings 122,957 106,097
Treasury stock (9,285) (9,285)
Foreign currency translation adjustment 15,108 7,651
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Total stockholders' equity 523,578 496,765
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Total liabilities and stockholders' equity $ 697,546 $ 684,231
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THE HAIN CELESTIAL GROUP, INC.
Consolidated Statements of Operations
(in thousands, except per share amounts)
Three Months Ended December 31, Six Months Ended December 31,
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2004 2003 2004 2003
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(Unaudited) (Unaudited)
Net sales $ 169,753 $ 142,792 $ 307,357 $ 269,845
Cost of Sales 116,522 95,693 215,151 185,584
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Gross profit 53,231 47,099 92,206 84,261
SG&A expenses 35,173 30,047 63,358 55,866
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Operating income 18,058 17,052 28,848 28,395
Interest expense and other expenses 553 350 1,208 1,141
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Income before income taxes 17,505 16,702 27,640 27,254
Income tax provision 6,827 6,330 10,780 10,340
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Net income $ 10,678 $ 10,372 $ 16,860 $ 16,914
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Basic per share amounts $ 0.29 $ 0.30 $ 0.46 $ 0.49
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Diluted per share amounts $ 0.29 $ 0.29 $ 0.46 $ 0.47
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Weighted average common shares outstanding:
Basic 36,390 34,913 36,332 34,567
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Diluted 37,207 36,135 37,031 35,745
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Reconciliation of Non-GAAP Earnings to GAAP Net Income:
Reported GAAP Net Income $ 10,678 $ 10,372 $ 16,860 $ 16,914
Add: Compensation charges, net of tax 513 -- 863 --
Sarbanes-Oxley costs, net of tax 198 -- 255 --
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Adjusted earnings - Non-GAAP $ 11,389 $ 10,372 $ 17,978 $ 16,914
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Basic per share amounts $ 0.31 $ 0.30 $ 0.49 $ 0.49
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Diluted per share amounts $ 0.31 $ 0.29 $ 0.49 $ 0.47
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