EXHIBIT 99.15 Spectrum Organic Products Inc. News Release Contact: Andrea Proulx ---------------------- For Immediate Release 707-778-8900 ext. 3101 - --------------------- andreap@spectrumorganic.com Spectrum Organic Products Reports Third Quarter Results - ------------------------------------------------------- PETALUMA, CA (November 7, 2005) Spectrum Organic Products, Inc. (OTCBB-SPOP.OB) reported that net sales for the three months ended September 30, 2005 were a new quarterly record of $14,801,500, an increase of 26% on a comparable basis versus the prior year1. The increase was driven by continued strong demand by both consumers and manufacturers for expeller-pressed culinary oils that are free from hydrogenation and genetically-modified ingredients. Sales of the Company's Spectrum Naturals(R) brand of culinary products and the Spectrum Ingredients/Private Label products both increased by 34% over the prior year. This was partially offset by an 8% decline in the Company's Spectrum Essentials(R) nutritional supplement products, which were impacted by continued strong competition from fish oil products as an alternate source of Omega-3 essential fatty acid supplementation. Spectrum reported net income for the quarter of $123,400 versus net income of $32,300 for the prior year. The improvement in 2005 was primarily attributable to increased gross profit, partially offset by increased operating and interest expenses. Gross margin increased by five points in the Spectrum Naturals(R) segment on the strength of price increases and the stronger U.S. dollar versus the euro, which served to reduce the cost of imported olive oil and vinegar. Included in operating expense during the third quarter was $323,700 of investment banking, legal, accounting and tax consulting expenses associated with the Company's proposed merger with The Hain Celestial Group, Inc., which is subject to Spectrum shareholder approval and other customary terms and conditions as set forth in the merger agreement entered into by Hain and Spectrum on August 23, 2005. Net sales for the nine months ended September 30, 2005 were also an all-time record for the Company of $42,453,900, an increase of 15% on a comparable basis versus the prior year. Sales growth continued to be excellent on the culinary side of the business, with the Spectrum Naturals(R) branded culinary products up 20% and the Spectrum Ingredients/Private Label product offerings up 16% for the first nine months of fiscal 2005. Net income for the nine months ended September 30, 2005 was $549,500 versus $101,700 for the same period of the prior year. Once again the improvement in 2005 was primarily driven by increased gross profit, partially offset by increased operating and interest expenses. Gross margin was up significantly in all three of the Company's business segments, increasing on an overall basis by two points. Operating expenses increased by $995,500 principally as a result of merger-related expenses of $421,300 and increased compensation and benefits expenses of $618,600. Interest expense for the nine month period was $435,900, an increase of 74% over the prior year, primarily due to higher average borrowings under the Company's line of credit and increases in the federal funds rate over the last year by the Federal Reserve. Management believes that earnings before interest, taxes, depreciation and amortization (EBITDA)2 is an important measure of its financial performance. For the three months ended September 30, 2005, Spectrum reported EBITDA of $528,700 versus EBITDA of $310,800 for the prior year, an increase of 70%. The increase was primarily attributable to the increased gross profit, partially offset by higher operating expenses. For the nine months ended September 30, 2005, Spectrum reported better than a doubling of EBITDA to $1,830,200 versus EBITDA of $880,400 for the prior year. Improved gross margins in all three segments, partially offset by increased operating expenses were the driving forces behind the sharply increased EBITDA performance year-to-date. "Our third quarter and nine-month sales were both all-time records as consumers continued to demand non-hydrogenated culinary oils for both general cooking purposes and as ingredients in packaged food products. This ongoing trend continues to play directly to the Company's Spectrum Natutrals(R) and Spectrum Ingredients product offerings", said Neil G. Blomquist, Spectrum CEO. Spectrum Organic Products, Inc. is a leading manufacturer and marketer of natural and organic culinary oils, vinegar, condiments and butter substitutes under the Spectrum Naturals(R) brand and essential fatty acid nutritional supplements under the Spectrum Essentials(R) brand. The company also produces and sells a wide range of oils, vinegar and nutritional ingredients to other manufacturers through its Spectrum Ingredients Division. All of the company's products feature healthy oils that are mechanically-extracted and free from hydrogenation and genetically-modified ingredients. "Safe Harbor" statements under the Private Securities Act of 1995: The statements contained in this release, which are not historical facts, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by the forward-looking statements. These risks and uncertainties are described in the company's Securities and Exchange Commission filings under the trading symbol "SPOP.OB". - ----------------------- 1 Net sales by business segment for the three and nine month periods ended September 30, 2005 and 2004 are summarized as follows: Three months ended September 30, ----------------------------------- 2005 2004 % Change ----------- ----------- ------- Spectrum Naturals(R) Culinary Products $ 7,584,200 $ 5,649,400 +34% Spectrum Essentials(R) Nutritional Supplements 2,099,800 2,281,100 -8% Spectrum Ingredients/Other 5,117,500 3,830,700 +34% ----------- ----------- ------- Comparable Net Sales 14,801,500 11,761,200 +26% Discontinued Product Lines -- 428,200 N/A ----------- ----------- ------- Total Net Sales $14,801,500 $12,189,400 +21% =========== =========== ======= Nine months ended September 30, ----------------------------------- 2005 2004 % Change ----------- ----------- ------- Spectrum Naturals(R) Culinary Products $20,240,200 $16,899,700 +20% Spectrum Essentials(R) Nutritional Supplements 7,277,400 7,080,400 +3% Spectrum Ingredients/Other 14,638,900 12,634,100 +16% ----------- ----------- ------- Comparable Net Sales 42,156,500 36,614,200 +15% Discontinued Product Lines 297,400 1,119,700 -73% ----------- ----------- ------- Total Net Sales $42,453,900 $37,733,900 +13% =========== =========== ======= 2 The reconciliation of net income to EBITDA for the three and nine month periods ended September 30, 2005 and 2004 is summarized as follows: Three months ended September 30, 2005 2004 -------- -------- Net Income $123,400 $ 32,300 Add back: Provision for Income Taxes 82,300 21,500 Interest Expense 161,700 98,300 Depreciation and Amortization Expense 161,300 158,700 -------- -------- EBITDA $528,700 $310,800 ======== ======== Nine months ended September 30, 2005 2004 ---------- ---------- Net Income $ 549,500 $ 101,700 Add back: Provision for Income Taxes 366,300 67,700 Interest Expense 435,900 250,100 Depreciation and Amortization Expense 478,500 460,900 ---------- ---------- EBITDA $1,830,200 $ 880,400 ========== ========== SPECTRUM ORGANIC PRODUCTS, INC. BALANCE SHEETS ASSETS (Unaudited) September 30, December 31, 2005 2004 ------------ ------------ Current Assets: Cash $ 19,600 $ 11,000 Accounts receivable, net 5,111,400 3,799,800 Inventories, net 11,594,700 9,564,800 Deferred income taxes - current 581,200 630,000 Prepaid expenses and other current assets 196,800 141,400 ------------ ------------ Total Current Assets 17,503,700 14,147,000 Property and Equipment, net 3,775,800 3,990,200 Other Assets: Deferred income taxes - long-term 1,241,100 1,529,500 Intangible assets, net 583,300 584,800 Other assets 252,700 251,200 ------------ ------------ Total Assets $ 23,356,600 $ 20,502,700 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Bank overdraft $ 436,800 $ 843,300 Line of credit 8,803,300 6,984,400 Accounts payable, trade 4,803,000 3,305,200 Accrued expenses 1,521,800 1,582,700 Current maturities of term notes payable and capital lease obligations 500,000 514,600 Current maturities of notes payable, related parties 51,100 228,200 ------------ ------------ Total Current Liabilities 16,116,000 13,458,400 Notes payable and capitalized lease obligations, less current maturities 1,000,000 1,375,000 Notes payable, related parties, less current maturities 345,300 326,200 Deferred rent 26,800 37,000 ------------ ------------ Total Liabilities 17,488,100 15,196,600 ------------ ------------ Commitments and Contingencies Stockholders' Equity: Preferred stock, 5,000,000 shares authorized, no shares issued or outstanding -- -- Common stock, no par value, 60,000,000 shares authorized, 46,444,693 and 46,405,943 issued and outstanding at September 30, 2005 and December 31, 2004, respectively 9,644,300 9,631,400 Accumulated deficit (3,775,800) (4,325,300) ------------ ------------ Total Stockholders' Equity 5,868,500 5,306,100 ------------ ------------ Total Liabilities and Stockholders' Equity $ 23,356,600 $ 20,502,700 ============ ============ SPECTRUM ORGANIC PRODUCTS, INC. STATEMENTS OF OPERATIONS (Unaudited) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Net Sales $ 14,801,500 $ 12,189,400 $ 42,453,900 $ 37,733,900 Cost of Goods Sold 11,351,100 9,411,700 31,887,200 29,093,900 ------------ ------------ ------------ ------------ Gross Profit 3,450,400 2,777,700 10,566,700 8,640,000 ------------ ------------ ------------ ------------ Operating Expenses: Sales and Marketing 1,794,900 1,697,000 5,822,100 5,401,900 General and Administrative 1,288,100 932,500 3,411,600 2,836,300 ------------ ------------ ------------ ------------ Total Operating Expenses 3,083,000 2,629,500 9,233,700 8,238,200 ------------ ------------ ------------ ------------ Income from Operations 367,400 148,200 1,333,000 401,800 Other Income (Expense): Interest Expense (161,700) (98,300) (435,900) (250,100) Other -- 3,900 18,700 17,700 ------------ ------------ ------------ ------------ Income Before Income Taxes 205,700 53,800 915,800 169,400 Provision for Income Taxes 82,300 21,500 366,300 67,700 ------------ ------------ ------------ ------------ Net Income $ 123,400 $ 32,300 $ 549,500 $ 101,700 ============ ============ ============ ============ Basic and Fully Diluted Income Per Share $ 0.00 $ 0.00 $ 0.01 $ 0.00 ============ ============ ============ ============ Weighted Average Shares Outstanding 46,444,693 46,386,943 46,437,738 46,328,147 ============ ============ ============ ============ Fully Diluted Average Shares Outstanding 48,418,498 48,278,211 48,313,732 48,629,181 ============ ============ ============ ============ SPECTRUM ORGANIC PRODUCTS, INC. STATEMENTS OF CASH FLOWS (Unaudited) Nine months Ended September 30, September 30, 2005 2004 Cash Flows from Operating Activities: ------------ ------------ Net Income $ 549,500 $ 101,700 Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities: Depreciation and amortization expense 478,500 460,900 Provision for inventory obsolescence 247,900 168,100 Provision for allowances against receivables 48,500 38,700 Imputed interest on note payable, related party 19,000 15,200 Revaluation of derivative financial instruments 19,600 -- Changes in Assets and Liabilities: Accounts receivable (1,360,100) (311,800) Inventories (2,277,800) (2,003,900) Other assets 280,300 (161,500) Accounts payable 1,497,800 1,456,900 Accrued expenses and other liabilities (90,700) (533,400) ------------ ------------ Net Cash Used in Operating Activities (587,500) (769,100) ------------ ------------ Cash Flows from Investing Activities: Purchase of property and equipment (262,600) (962,100) ------------ ------------ Net Cash Used in Investing Activities (262,600) (962,100) ------------ ------------ Cash Flows from Financing Activities: Decrease in bank overdraft (406,500) (392,400) Proceeds from line of credit 19,886,000 16,413,300 Repayment of line of credit (18,066,900) (14,454,200) Proceeds from note payable -- 554,100 Repayment of bank term notes payable (375,000) (187,500) Repayment of capitalized lease obligations (14,600) (35,500) Repayment of notes payable, related parties (177,200) (212,300) Proceeds from exercise of stock options 12,900 45,900 ------------ ------------ Net Cash Provided by Financing Activities 858,700 1,731,400 ------------ ------------ Net Increase in Cash 8,600 200 Cash, beginning of the year 11,000 7,300 ------------ ------------ Cash, end of the period $ 19,600 $ 7,500 ============ ============ Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $ 29,000 $ 16,000 Cash paid for interest $ 418,900 $ 243,300 -End-