8-K 1 hain8k050603.txt 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) May 6, 2003 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.) 58 South Service Road Melville, New York 11747 ---------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (631) 730-2200 -2- Item 12. Results of Operations and Financial Condition On May 6, 2003, The Hain Celestial Group, Inc. announced its earnings for its third quarter 2003 ended March 31, 2003. A copy of the related press release is attached as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ---------- ----------- 99.1 Press release dated May 6, 2003 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: May 6, 2003 By: /s/ Ira J. Lamel ---------------------------------------- Name: Ira J. Lamel Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ---------- ----------- 99.1 Press release dated May 6, 2003 Exhibit 99.1 Contact: Ira Lamel, CFO 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 THIRD QUARTER 2003 FINANCIAL RESULTS Third Quarter Revenue Grows 22% to Record $129 Million Third Quarter Net Income Rises 53% Over Prior Year Earnings Reach $0.23 Per Share MELVILLE, NY, May 6, 2003 - The Hain Celestial Group (NASDAQ:HAIN), the leading natural and organic food company, today announced that for the third quarter of fiscal 2003, ended March 31, 2003, net income rose 53% to $7.9 million on record revenues of $129.2 million, a 22% increase over the third quarter of fiscal 2002. Earnings were $0.23 per share in the 2003 quarter, compared to $0.15 per share in the prior year's quarter. Irwin D. Simon, Chairman, President and Chief Executive Officer of The Hain Celestial Group said, "We are pleased with our strong growth and our performance in this quarter, especially in light of the continued difficult economic environment. With continued pressure on consumer spending, and distributors and retailers around the country carefully managing inventory levels, we generated record sales and solid profit performance." "All of our business groups - our Melville-based brands, Teas, Canada, and Europe - contributed to our performance, as we capitalized on new distribution opportunities and met the increasing consumer demand for healthy foods. Celestial Seasonings grew over 4% in the quarter, and we believe that recent studies showing that drinking tea provides benefits to the immune system should aid future growth. Our Canadian business, which includes Yves' Veggie Cuisine and Imagine in Canada, and our European business, which includes Lima, Biomarche, and now Imagine in Europe, each grew over 30%. Yves' growth reflected the increasing public awareness of the health benefits of soy. Our Melville group of brands, which includes all of our other domes- tic brands and Imagine in the U.S., grew 27% in the quarter. We were particularly pleased that Terra grew slightly in the quarter compared to the prior year's quarter, reversing recent declines. We look forward to greater sales increases from Terra in the fourth quarter and beyond with better execution, new packaging and flavors, and a reinvigorated strategy for multiple distribution channels that has resulted in sales to 7-Eleven, among other opportunities." "Our results this quarter also reflected the progress of the integration of the Imagine businesses, which is going better than planned. We have closed the San Carlos, CA offices of Imagine, and we have successfully integrated the Imagine businesses and systems into each of our geographic platforms in the US, Canada and Europe. As a result, we are extremely confident we will accomplish the $2-$3 million in cost synergies in the next fiscal year. " "We are also delighted to welcome David Cowperthwait to the Hain Celestial team. David spent many years with Frito Lay and Quaker Oats, and has become our Vice President, Operations, with responsibility for purchasing and procurement, transportation, distribution, warehousing and manufacturing." Simon continued, "As we enter the fourth quarter of our 2003 fiscal year, we are comfortable with our previously announced estimates for both sales and earnings." Hain Celestial's balance sheet continues to be very strong. At the end of the third quarter, working capital totaled $84.3 million with a current ratio of 2.3 to 1. Receivables carried only 45 days sales while the company's inventories were reduced to 60 days sales from the prior year's 74 days. Debt as a percentage of equity was 12%, and total equity reached $430 million. Management will host a conference call to discuss its third quarter results at 8:30 a.m. EST on May 6, 2003. The call may be accessed on the Internet at www.vcall.com (enter ticker symbol: HAIN). About The Hain Celestial Group The Hain Celestial Group, headquartered in Melville, 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), Rice Dream(R), Soy Dream(R), Imagine(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, and Lima(R) and Biomarche(R) in Europe. The Company's principal specialty product lines include Hollywood(R) cooking oils, Es- tee(R) sugar-free 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. -- TABLES FOLLOW -- ### THE HAIN CELESTIAL GROUP, INC. Consolidated Balance Sheets (In thousands)
March 31, June 30, --------------------- -------------------- 2003 2002 --------------------- -------------------- (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 11,973 $ 7,538 Trade receivables, net 64,259 49,018 Inventories 59,518 53,624 Recoverable income taxes 470 3,677 Deferred income taxes 7,223 7,223 Other current assets 6,282 5,804 --------------------- -------------------- Total current assets 149,725 126,884 Property, plant and equipment, net 66,102 69,774 Goodwill, net 289,492 239,644 Trademarks and other intangible assets, net 38,649 38,083 Other assets 12,142 6,798 --------------------- -------------------- Total assets $ 556,110 $ 481,183 --------------------- -------------------- --------------------- --------------------
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued expenses $ 48,243 $ 46,166 Accrued restructuring and non-recurring charges 4,479 6,410 Income taxes payable 9,575 1,935 Current portion of long-term debt 3,157 1,431 --------------------- -------------------- Total current liabilities 65,454 55,942 Deferred income taxes 11,100 11,100 Long-term debt, less current portion 49,718 10,293 --------------------- -------------------- Total liabilities 126,272 77,335 Stockholders' equity: Common stock 347 341 Additional paid-in capital 362,240 354,822 Retained earnings 72,328 51,597 Treasury stock (8,156) (3,875) Foreign currency translation adjustment 3,079 963 --------------------- -------------------- Total stockholders' equity 429,838 403,848 --------------------- -------------------- Total liabilities and stockholders' equity $ 556,110 $ 481,183
THE HAIN CELESTIAL GROUP, INC. Consolidated Statements of Operations (in thousands, except per share amounts)
Three Months Ended March 31, Nine Months Ended March 31, --------------------------------------------- ---------------------------------------------- 2003 2002 2003 2002 ---------------------- ------------------- ---------------------- -------------------- (Unaudited) (Unaudited) Net sales $ 129,224 $ 105,614 $ 348,650 $ 300,518 Cost of Sales 89,224 73,172 239,050 208,941 ---------------------- ------------------- ---------------------- -------------------- Gross profit 40,000 32,442 109,600 91,577 SG&A expenses 26,196 23,911 74,297 63,951 Restructuring charges - - - - ---------------------- ------------------- ---------------------- -------------------- Operating income 13,804 8,531 34,863 27,626 Interest expense and other expenses 1,184 300 1,560 2,221 ---------------------- ------------------- ---------------------- -------------------- Income before income taxes 12,620 8,231 33,303 25,405 Income tax provision 4,764 3,094 12,572 9,620 ---------------------- ------------------- ---------------------- -------------------- Net income $ 7,856 $ 5,137 $ 20,731 $ 15,785 ---------------------- ------------------- ---------------------- -------------------- ---------------------- ------------------- ---------------------- -------------------- Basic per share amounts $ 0.23 $ 0.15 $ 0.61 $ 0.47 ---------------------- ------------------- ---------------------- -------------------- ---------------------- ------------------- ---------------------- -------------------- Diluted per share amounts $ 0.23 $ 0.15 $ 0.60 $ 0.45 ---------------------- ------------------- ---------------------- -------------------- ---------------------- ------------------- ---------------------- -------------------- Weighted average common shares outstanding: Basic 34,081 33,868 33,853 33,741 ---------------------- ------------------- ---------------------- -------------------- ---------------------- ------------------- ---------------------- -------------------- Diluted 34,887 34,908 34,579 34,808 ---------------------- ------------------- ---------------------- -------------------- ---------------------- ------------------- ---------------------- --------------------