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
October 20, 2005
Date of Report
(Date of earliest event reported)
The Hershey Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
|
1-183
(Commission File Number) |
23-0691590
(IRS Employer Identification No.) |
100 Crystal A Drive, Hershey, Pennsylvania 17033
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (717) 534-6799
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)) |
Page 1 of 4 Pages
Exhibit Index - Page 4
INFORMATION TO BE INCLUDED IN REPORT
Item 2.02 Results of Operations and Financial Condition
On October 20, 2005, The Hershey Company (“the Company”) announced sales and earnings for the third quarter of 2005. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Current Report, including the Exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be incorporated by reference into any registration statement or other document filed 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 Press Release dated October 20, 2005 |
Safe Harbor Statement
This release contains statements which are forward-looking. These statements are made based upon current expectations which are subject to risk and uncertainty. Actual results may differ materially from those contained in the forward-looking statements. Factors which could cause results to differ materially include, but are not limited to: the Company’s ability to implement and generate expected ongoing annual savings from the program to advance its value-enhancing strategy; changes in the Company’s business environment, including actions of competitors and changes in consumer preferences; customer and consumer response to selling price increases; changes in governmental laws and regulations, including taxes; market demand for new and existing products; changes in raw material and other costs; pension cost factors such as actuarial assumptions, market performance, and employee retirement decisions; changes in the value of the Company’s Common Stock; and the Company’s ability to implement improvements to and reduce costs associated with its supply chain, as discussed in the Company’s Annual Report on Form 10-K for 2004.
Page 2 of 4 Pages
Exhibit Index - Page 4
SIGNATURE
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, thereunto duly authorized.
Date: October 20, 2005
THE HERSHEY COMPANY
By:
/s/David J. West
David J. West
Senior Vice President,
Chief Financial Officer
Page 3 of 4 Pages
Exhibit Index - Page 4
EXHIBIT INDEX
| Exhibit No. | Description
|
| 99.1 |
Press Release dated October 20, 2005 |
Page 4 of 4 Pages
Exhibit Index - Page 4
Exhibit 99.1
HERSHEY ANNOUNCES
RECORD THIRD QUARTER
AND NINE-MONTHS
RESULTS FROM OPERATIONS
HERSHEY, Pa., October 20, 2005—The Hershey Company (NYSE:HSY) today announced record sales and record earnings from operations for the third quarter ended October 2, 2005. Consolidated net sales for the third quarter were $1,368,240,000 compared with $1,254,508,000 for the third quarter of 2004, an increase of 9.1 percent. Net income for the third quarter of 2005 was $119,475,000, or $.48 per share-diluted, compared with $166,229,000, or $.66 per share-diluted, for the comparable period of 2004.
For the third quarter of 2005, these results include pre-tax charges of $101.4 million, or $.27 per share-diluted, associated with the previously announced business realignment program to advance the Company’s value-enhancing strategy. Net income from operations, which excludes these charges, for the third quarter of 2005 was $185,283,000, or $.75 per share-diluted, compared with $166,229,000 or $.66 per share-diluted, an increase of 13.6%.
Record Nine-Months Results from Operations
For the first nine months of 2005, consolidated net sales were $3,483,101,000 compared with $3,161,285,000 for the first nine months of 2004. Net income for the first nine months of 2005 was $335,057,000, or $1.34 per share-diluted, compared with $420,593,000, or $1.62 per share-diluted, for the first nine months of 2004.
Net income for the first nine months of 2005 includes the charges mentioned above. Net income for the first nine months of 2004 includes the benefit of a $61.1 million, or $.23 per share-diluted, non-cash reduction of income tax expense resulting from second quarter adjustments to income tax contingency reserves following the completion of prior years’ tax audits. Net income from operations, which excludes these items, for the first nine months of 2005 was $400,865,000, or $1.61 per share-diluted, compared with $359,512,000, or $1.39 per share-diluted, an increase of 15.8%.
Third-Quarter Performance
“Our results for the third quarter continued the momentum from the first half behind new product innovation, strong seasonal sales, and net price realization,” said Richard H. Lenny, Chairman, President and Chief Executive Officer. “Sales growth, excluding the impact of business acquisitions, of 6.5 percent was broad-based with solid gains in both our core confectionery business and our new snack platforms. Acquisitions contributed 2.6 percent to the total top-line growth. The combination of strong top-line growth and tight expense control, despite higher input costs, resulted in record profitability. Excluding the one-time charges, diluted earnings per share from operations increased 13.6 percent.
“Performance for the first nine months has been excellent with strong gains in net sales, market share, and profitability. We’re anticipating a solid fourth quarter given the good start to the important seasonal period and the upcoming introduction of several new products, most notably Hershey’s Kissables and Hershey’s Kisses filled with peanut butter. In addition, we expect to maintain effective cost controls across the business system, thereby yielding a gain in operating margins.
“Therefore, for 2005 we expect net sales to increase at a rate above our long-term goal of 3-4 percent and diluted earnings per share from operations should increase at a rate greater than our long-term range of 9-11 percent.
“As we look to 2006, our goal is to build upon the marketplace momentum established over the past several quarters. The strategy of benefit-driven innovation continues to resonate with consumers. Our plans reflect a step-up in new product innovation while capitalizing on key growth opportunities with the more profitable classes of trade.
“Against this backdrop of strong performance are broadly higher input costs. We’re now developing plans to address these cost pressures. These plans will include both productivity initiatives as well as the benefit of our previously announced business realignment program. We’re confident in our ability to achieve organic sales growth in 2006 somewhat above our 3-4 percent long-term goal with an increase in diluted earnings per share, excluding business realignment charges, slightly above 9-11 percent.”
Based on current estimates, the cost to implement the business realignment program will result in total pre-tax charges of approximately $140 million to $150 million, or $.41 to $.44 per share-diluted on an after-tax basis. Approximately 90 percent of the charge will be recorded in the second half of 2005, with the remainder recorded in the first half of 2006.
Note: In this sales and earnings release, Hershey has provided income measures excluding certain items described above, in addition to net income determined in accordance with generally accepted accounting principals (GAAP). These non-GAAP financial measures, as shown in the attached pro forma income statements, are used in evaluating results of operations for internal purposes. These non-GAAP measures are not intended to replace the presentation of financial results in accordance with GAAP. Rather, the Company believes exclusion of such items provides additional information to investors to facilitate the comparison of past and present operations.
Live Webcast
As previously announced, the Company will hold a conference call with analysts today at 8:30 a.m. Eastern Time. The conference call will be webcast live via Hershey’s corporate Web site www.hersheys.com. Please go to the Investor Relations Section of the Web site for further details.
Safe Harbor Statement
This release contains statements which are forward-looking. These statements are made based upon current expectations which are subject to risk and uncertainty. Actual results may differ materially from those contained in the forward-looking statements. Factors which could cause results to differ materially include, but are not limited to: the Company’s ability to implement and generate expected ongoing annual savings from the program to advance its value-enhancing strategy; changes in the Company’s business environment, including actions of competitors and changes in consumer preferences; customer and consumer response to selling price increases; changes in governmental laws and regulations, including taxes; market demand for new and existing products; changes in raw material and other costs; pension cost factors such as actuarial assumptions, market performance, and employee retirement decisions; changes in the value of the Company’s Common Stock; and the Company’s ability to implement improvements to and reduce costs associated with its supply chain, as discussed in the Company’s Annual Report on Form 10-K for 2004.
# # #
Media Contact: Stephanie L. Moritz
717-534-7641
Financial Contact: James A. Edris 717-534-7556
The Hershey Company
Summary
of Consolidated Statements of Income
for the periods ended October 2, 2005 and October 3,
2004
(in thousands except per share amounts)
| Third Quarter |
Nine Months |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 |
2005 |
2004 | |||||||||||||||||
| Net Sales | $ | 1,368,240 | $ | 1,254,508 | $ | 3,483,101 | $ | 3,161,285 | ||||||||||||
| Costs and Expenses: | ||||||||||||||||||||
| Cost of Sales | 849,486 | 756,408 | 2,139,316 | 1,915,244 | ||||||||||||||||
| Selling, Marketing and Administrative | 220,252 | 216,696 | 666,288 | 630,390 | ||||||||||||||||
| Business Realignment Charge | 84,843 | -- | 84,843 | -- | ||||||||||||||||
| Total Costs and Expenses | 1,154,581 | 973,104 | 2,890,447 | 2,545,634 | ||||||||||||||||
| Income Before Interest and Income Taxes (EBIT) | 213,659 | 281,404 | 592,654 | 615,651 | ||||||||||||||||
| Interest Expense, net | 23,701 | 18,252 | 63,730 | 48,594 | ||||||||||||||||
| Income Before Income Taxes | 189,958 | 263,152 | 528,924 | 567,057 | ||||||||||||||||
| Provision for Income Taxes | 70,483 | 96,923 | 193,867 | 146,464 | ||||||||||||||||
| Net Income | $ | 119,475 | $ | 166,229 | $ | 335,057 | $ | 420,593 | ||||||||||||
| Net Income Per Share - Basic - Common | $ | 0.50 | $ | 0.68 | $ | 1.39 | $ | 1.68 | ||||||||||||
| - Basic - Class B | $ | 0.45 | $ | 0.62 | $ | 1.27 | $ | 1.53 | ||||||||||||
| - Diluted | $ | 0.48 | $ | 0.66 | $ | 1.34 | $ | 1.62 | ||||||||||||
| Shares Outstanding - Basic - Common | 183,853 | 188,726 | 184,648 | 195,288 | ||||||||||||||||
| - Basic - Class B | 60,818 | 60,843 | 60,822 | 60,844 | ||||||||||||||||
| - Diluted | 248,117 | 252,683 | 249,122 | 258,866 | ||||||||||||||||
| Key Margins: | ||||||||||||||||||||
| Gross Margin | 37.9% | 39.7% | 38.6% | 39.4% | ||||||||||||||||
| EBIT Margin | 15.6% | 22.4% | 17.0% | 19.5% | ||||||||||||||||
| Net Margin | 8.7% | 13.3% | 9.6% | 13.3% | ||||||||||||||||
The Hershey Company
Pro Forma Summary
of Consolidated Statements of Income
for the periods ended October 2, 2005 and October 3,
2004
(in thousands except per share amounts)
| Third Quarter |
Nine Months |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2005 |
2004 |
2005 |
2004 | |||||||||||||||||
| Net Sales | $ | 1,368,240 | $ | 1,254,508 | $ | 3,483,101 | $ | 3,161,285 | ||||||||||||
| Costs and Expenses: | ||||||||||||||||||||
| Cost of Sales | 832,965 | (a) | 756,408 | 2,122,795 | (a) | 1,915,244 | ||||||||||||||
| Selling, Marketing and Administrative | 220,252 | 216,696 | 666,288 | 630,390 | ||||||||||||||||
| Business Realignment Charge | --- | (b) | -- | --- | (b) | -- | ||||||||||||||
| Total Costs and Expenses | 1,053,217 | 973,104 | 2,789,083 | 2,545,634 | ||||||||||||||||
| Income Before Interest and Income Taxes (EBIT) | 315,023 | 281,404 | 694,018 | 615,651 | ||||||||||||||||
| Interest Expense, net | 23,701 | 18,252 | 63,730 | 48,594 | ||||||||||||||||
| Income Before Income Taxes | 291,322 | 263,152 | 630,288 | 567,057 | ||||||||||||||||
| Provision for Income Taxes | 106,039 | 96,923 | 229,423 | 207,545 | (c) | |||||||||||||||
| Net Income | $ | 185,283 | $ | 166,229 | $ | 400,865 | $ | 359,512 | ||||||||||||
| Net Income Per Share - Basic - Common | $ | 0.77 | $ | 0.68 | $ | 1.67 | $ | 1.44 | ||||||||||||
| - Basic - Class B | $ | 0.70 | $ | 0.62 | $ | 1.52 | $ | 1.31 | ||||||||||||
| - Diluted | $ | 0.75 | $ | 0.66 | $ | 1.61 | $ | 1.39 | ||||||||||||
| Shares Outstanding - Basic - Common | 183,853 | 188,726 | 184,648 | 195,288 | ||||||||||||||||
| - Basic - Class B | 60,818 | 60,843 | 60,822 | 60,844 | ||||||||||||||||
| - Diluted | 248,117 | 252,683 | 249,122 | 258,866 | ||||||||||||||||
| Key Margins: | ||||||||||||||||||||
| Adjusted Gross Margin | 39.1% | 39.7% | 39.1% | 39.4% | ||||||||||||||||
| Adjusted EBIT Margin | 23.0% | 22.4% | 19.9% | 19.5% | ||||||||||||||||
| Adjusted Net Margin | 13.5% | 13.3% | 11.5% | 11.4% | ||||||||||||||||
(a) Excludes business realignment charge of $16.6 million pre-tax or $14.0 million after-tax for the third quarter and the nine months
(b) Excludes business realignment charge of $84.8 million pre-tax or $51.8 million after-tax for the third quarter and the nine months
(c) Excludes adjustment to income tax contingency reserves of ($61.1) million for the nine months
The Hershey Company
Consolidated Balance Sheets
as of October 2, 2005 and December 31,
2004
(in thousands of dollars)
| Assets | 2005 | 2004 | ||||||
|---|---|---|---|---|---|---|---|---|
| Cash and Cash Equivalents | $ | 37,898 | $ | 54,837 | ||||
| Accounts Receivable - Trade (Net) | 642,701 | 408,930 | ||||||
| Deferred Income Taxes | 42,728 | 46,503 | ||||||
| Inventories | 752,340 | 557,180 | ||||||
| Prepaid Expenses and Other | 130,536 | 114,991 | ||||||
| Total Current Assets | 1,606,203 | 1,182,441 | ||||||
| Net Plant and Property | 1,679,688 | 1,682,698 | ||||||
| Goodwill | 496,392 | 463,947 | ||||||
| Other Intangibles | 143,213 | 125,233 | ||||||
| Other Assets | 584,947 | 343,212 | ||||||
| Total Assets | $ | 4,510,443 | $ | 3,797,531 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Loans Payable | $ | 1,052,521 | $ | 622,320 | ||||
| Accounts Payable | 203,151 | 148,686 | ||||||
| Accrued Liabilities | 494,901 | 472,096 | ||||||
| Taxes Payable | 206 | 42,280 | ||||||
| Total Current Liabilities | 1,750,779 | 1,285,382 | ||||||
| Long-Term Debt | 943,104 | 690,602 | ||||||
| Other Long-Term Liabilities | 451,192 | 403,356 | ||||||
| Deferred Income Taxes | 409,435 | 328,889 | ||||||
| Total Liabilities | 3,554,510 | 2,708,229 | ||||||
| Total Stockholders' Equity | 955,933 | 1,089,302 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 4,510,443 | $ | 3,797,531 | ||||