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
---------------------- ------------------- ---------------------- --------------------
---------------------- ------------------- ---------------------- --------------------