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)
September 2, 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
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(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 September 2, 2003, The Hain Celestial Group, Inc. announced its earnings
for its fourth quarter and fiscal year ended June 30, 2003.
A copy of the related press release is attached as Exhibit 99.1.
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: September 2, 2003 By: /s/ Ira J. Lamel
-------------------------------------
Name: Ira J. Lamel
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated September 2, 2003
Exhibit 99.1
THE HAIN CELESTIAL GROUP REPORTS
FOURTH QUARTER AND FISCAL 2003 RESULTS
Net Income of $0.19 per share for Fourth Quarter and
$0.79 for Fiscal 2003 Full Year
Revenue Grows 23.4% in the Fourth Quarter and 17.8% in Fiscal 2003 Full Year
Announces Three-Year $30 Million Savings Initiative
MELVILLE, NY, September 2, 2003 -- The Hain Celestial Group (NASDAQ:HAIN), the
leading natural and organic food company, today announced results for the Fiscal
2003 fourth quarter and full year ended June 30, 2003. Hain Celestial reported
net income of $6.8 million, or $0.19 per share in the fourth quarter this year,
compared with a net loss of $12.8 million, or $0.38 net loss per share in the
prior year's comparable quarter. For the Fiscal 2003 full year, Hain Celestial
reported net income of $27.5 million, or $0.79 per share, compared with $3
million, or $0.09 per share in the prior year.
Fourth quarter sales grew 23.4% to $117.8 million, compared with net sales of
$95.4 million in the prior year period. For the Fiscal 2003 full year, net sales
grew to $466.5 million, a 17.8% increase over prior year sales of $396 million.
Irwin Simon, President and Chief Executive Officer, said, "Our performance this
quarter capped an exciting year for our Company. Following a challenging first
half of the quarter as a result of economic conditions and the domestic impact
of the war in Iraq, we recovered well in the second half of the quarter. Strong
growth across many of our businesses contributed to another excellent overall
quarter of sales and profitable growth. We are particularly pleased with our
distribution gains in the quarter, including the very successful introduction in
600 McDonald's restaurants across Southern California of the co-branded Yves
McVeggie burger as part of their new Salads and More menu roll-out. We have
also successfully introduced our Terra Chips and Garden of Eatin' healthy snacks
in thousands of 7-Eleven stores nationally."
"This year we accomplished much and laid a solid foundation for further
profitable growth in Fiscal 2004. We improved our performance, with sales up 18%
for the year. We also dramatically improved our operating income and margins. We
completed three important acquisitions: Imagine Foods and Walnut Acres in the
United States, and Grains Noirs in Europe, and fully integrated Imagine within
the fiscal year. Our Yves brand is now being served nationally in 1,300
McDonald's restaurants in Canada, as well as in the United States as a
co-branded menu item in Southern California. And in Fiscal 2003 we upgraded our
management team by adding new talent, including Fran Daily, David Cowperthwait,
and Jay Lieberman, and appointing existing executives Steve List as the General
Manager at Celestial Seasonings, where he and his leadership team have brought a
new excitement to the brand and, most recently, Ellen Deutsch as Chief Growth
Officer, a new position in which she will lead us in the development of new
opportunities for distribution - in convenience stores, food service, and
military installations - and in new concepts for our company. Each of these
executives has brought a fresh perspective and an accomplished track record to
their new position at Hain Celestial."
"This is Hain Celestial's tenth anniversary year, and I am exceptionally proud
of all the hard work of our employees over this past decade. We have built the
world's leading natural and organic food company from very small beginnings. Our
brands and products are well known and well positioned, leading 13 of the 15 key
organic and natural food categories. The growing public awareness of the
benefits of healthy eating, and fighting the risks of obesity, present us with
even more opportunities in the future. That is why we now must go further to
meet the expanding market for our products, and provide more consumers with the
healthy foods and beverages they want."
"To accomplish these growth objectives, we must be even more competitive,
efficient and innovative. In the year to come, I expect that we will: realize
new distribution opportunities with our existing customers, other mass market,
and non-traditional channels; introduce innovative new products and flavors;
expand our international business; and continue the integration of our acquired
businesses and brands. We also plan to launch a new program to improve supply
chain management that should ultimately reduce costs after three years by $30
million per year," said Mr. Simon.
The reported fourth quarter results include a credit for restructuring which
arose when the Company successfully terminated the lease on the former Health
Valley Irwindale manufacturing facility for an amount lower than originally
provided for. This resulted in a reduction of the Company's restructuring
reserves by approximately $0.9 million in the fourth quarter. As a result, the
restructuring line for the Fiscal 2003 full year amounted to a credit of
approximately $0.4 million.
Also included in the reported results in fourth quarter gross profit this year
is a valuation allowance of $1.5 million related to chargebacks receivable from
customers and a $2.0 million reduction of reserves established last year in
connection with similar items included in the charges the Company recorded for
supplements and other items. These offsetting items increased gross profit by
$0.5 million.
Mr. Simon concluded, "As we look forward to our Fiscal 2004, we are providing
earnings guidance for the full year of $0.95 -- $1.03 per share on revenues of
$540 - $565 million. We have discontinued the practice of providing
shorter-term, quarterly guidance as have many other companies, so we can better
focus on building sustainable value for our shareholders by achieving mid to
long-term goals."
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, Walnut Acres(R), 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), Lima(R),
Biomarche(R), Grains Noirs(R), Earth's Best(R), and Nile Spice. The Company's
principal specialty product lines include Hollywood(R) cooking oils, Estee(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.
###
THE HAIN CELESTIAL GROUP, INC.
Consolidated Balance Sheets
(In thousands)
June 30, June 30,
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2003 2002
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ASSETS
Current assets:
Cash and cash equivalents $ 10,984 $ 7,538
Trade receivables, net 61,215 49,018
Inventories 66,444 53,624
Recoverable income taxes 223 3,677
Deferred income taxes 3,171 7,223
Other current assets 7,671 5,804
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Total current assets 149,708 126,884
Property, plant and equipment, net 68,665 69,774
Goodwill, net 296,508 239,644
Trademarks and other intangible assets, net 55,975 38,880
Other assets 10,692 6,001
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Total assets $ 581,548 $ 481,183
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 55,091 $ 46,166
Accrued restructuring and non-recurring charges 619 6,410
Income taxes payable 1,867 1,935
Current portion of long-term debt 8,807 1,431
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Total current liabilities 66,384 55,942
Deferred income taxes 14,912 11,100
Long-term debt, less current portion 59,455 10,293
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Total liabilities 140,751 77,335
Stockholders' equity:
Common stock 348 341
Additional paid-in capital 364,877 354,822
Retained earnings 79,089 51,597
Treasury stock (8,156) (3,875)
Foreign currency translation adjustment 4,639 963
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Total stockholders' equity 440,797 403,848
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Total liabilities and stockholders' equity $ 581,548 $ 481,183
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THE HAIN CELESTIAL GROUP, INC.
Consoldiated Statements of Operations
(in thousands, except per share amounts)
Three Months Ended June 30, Fiscal Year Ended June 30,
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2003 2002 2003 2002
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(Unaudited)
Net sales $117,809 $95,436 $466,459 $395,954
Cost of Sales 84,406 82,797 323,456 291,915
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Gross profit 33,403 12,639 143,003 104,039
SG&A expenses 22,982 24,146 97,279 87,920
Restructuring charges (875) 4,977 (435) 4,977
Impairment of long-
lived assets -- 3,878 -- 3,878
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Operating income 11,296 (20,362) 46,159 7,264
Interest expense and 435 240 1,995 2,461
other expenses
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Income before income 10,861 (20,602) 44,164 4,803
taxes
Income tax provision 4,100 (7,788) 16,672 1,832
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Net income $6,761 $(12,814) $27,492 $2,971
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Basic per share
amounts $0.20 $(0.38) $0.81 $0.09
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Diluted per share
amounts $0.19 $(0.38) $0.79 $0.09
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Weighted average
common shares
outstanding:
Basic 34,082 33,818 33,910 33,760
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Diluted 35,151 33,818 34,722 34,744
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