<PAGE>
__________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997 COMMISSION FILE NUMBER 0-18761
HANSEN NATURAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 39-1679918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2401 EAST KATELLA AVENUE, SUITE 650
ANAHEIM, CALIFORNIA 92806
(Address of principal executive offices) (Zip code)
(714) 634-4200
(Registrant's telephone number, including area code)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
---- --
THE REGISTRANT HAD 9,122,868 SHARES OF COMMON STOCK
OUTSTANDING AS OF MAY 1, 1997
__________________________________________________________________
<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES
-------------------------------------------
MARCH 31, 1997
--------------
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
- -------
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996 3
Consolidated Statements of Operations for the
three months ended March 31, 1997 and 1996 4
Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
- --------
Items 1-5. Not Applicable 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature 13
<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
---- ----
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 57,552 $ 186,931
Accounts receivable (net of allowance for doubtful accounts,
sales returns and cash discounts of $204,806 in
1997 and $234,749 in 1996 and promotional allowances of
$1,041,681 in 1997 and $926,045 in 1996) 1,009,381 944,227
Inventories 2,761,841 3,111,124
Prepaid expenses and other current assets 411,140 331,869
---------------- ---------------
Total current assets 4,239,914 4,574,151
PLANT AND EQUIPMENT, net 590,285 602,272
INTANGIBLE AND OTHER ASSETS:
Trademark license and trademarks (net of accumulated amortization
of $2,163,140 in 1997 and $2,089,641 in 1996) 10,395,863 10,459,144
Notes receivable from officers 71,671 70,153
Deposits and other assets 413,749 403,353
---------------- ---------------
Total intangible and other assets 10,881,283 10,932,650
---------------- ---------------
$ 15,711,482 $ 16,109,073
---------------- ---------------
---------------- ---------------
LIABILITIES & SHAREHOLDERS' EQUITY
----------------------------------
CURRENT LIABILITIES:
Short-term borrowings $ 658,693 $ 893,429
Accounts payable 2,015,392 2,139,050
Accrued liabilities 153,051 200,602
Current portion of long-term debt (net of unamortized premium
of $49,157 in 1997 and $48,541 in 1996) (Note 2) 465,827 4,048,541
---------------- ---------------
Total current liabilities 3,292,963 7,281,622
LONG-TERM DEBT (Note 2) 3,583,330
SHAREHOLDERS' EQUITY:
Common stock - $.005 par value; 30,000,000 shares authorized;
9,122,868 shares issued and outstanding 45,614 45,614
Additional paid-in capital 10,847,355 10,847,355
Accumulated deficit (2,104,945) (2,126,100)
Foreign currency translation adjustment 47,165 60,582
---------------- ---------------
Total shareholders' equity 8,835,189 8,827,451
---------------- ---------------
$ 15,711,482 $ 16,109,073
---------------- ---------------
---------------- ---------------
</TABLE>
3
See accompanying notes to consolidated financial statements
<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
NET SALES $ 7,119,586 $ 7,370,581
COST OF SALES 4,236,246 4,607,953
---------------- ---------------
GROSS PROFIT 2,883,340 2,762,628
OPERATING EXPENSES:
Selling, general and administrative 2,587,765 2,487,504
Amortization of trademark license and trademarks 73,500 125,424
Other expenses 74,144 74,291
---------------- ---------------
Total operating expenses 2,735,409 2,687,219
---------------- ---------------
OPERATING INCOME 147,931 75,409
NONOPERATING EXPENSE (INCOME):
Interest and financing expense 125,893 165,759
Interest income (1,517) (4,366)
Other income (106,890)
---------------- ---------------
Net nonoperating expense 124,376 54,503
INCOME BEFORE INCOME TAX PROVISION 23,555 20,906
INCOME TAX PROVISION 2,400 2,400
---------------- ---------------
NET INCOME $ 21,155 $ 18,506
---------------- ---------------
---------------- ---------------
NET INCOME PER COMMON SHARE $ 0.0023 $ 0.0020
---------------- ---------------
---------------- ---------------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES
AND COMMON SHARE EQUIVALENTS USED IN
PER SHARE COMPUTATIONS 9,177,874 9,122,868
---------------- ---------------
---------------- ---------------
</TABLE>
4
See accompanying notes to consolidated financial statements
<PAGE>
HANSEN NATURAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996 (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 21,155 $ 18,506
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Amortization of trademark license and trademarks 73,500 125,424
Depreciation and other amortization 52,903 59,409
Gain on sale of plant and equipment 5,618
Effect on cash of changes in operating assets
and liabilities:
Accounts receivable (65,154) (154,424)
Inventories 349,282 216,506
Prepaid expenses and other current assets (79,271) 122,775
Accounts payable (123,659) (357,266)
Accrued liabilities (47,552) 77,773
---------------- ---------------
Net cash provided by operating activities 181,204 114,321
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment (40,299) (43,346)
Proceeds from sale of plant and equipment 22,458
Increase in trademark license and trademarks (10,218) (5,651)
(Increase) decrease in notes receivable from officers (1,518) 3,548
Increase in deposits and other assets (10,396) (23,152)
---------------- ---------------
Net cash used in investing activities (62,431) (46,143)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short-term borrowings (234,736) (463,166)
Principal payments on long-term debt (25,161)
---------------- ---------------
Net cash used for financing activities (234,736) (488,327)
EFFECT OF EXCHANGE RATE CHANGES ON CASH (13,416) (28,090)
---------------- ---------------
NET DECREASE IN CASH (129,379) (448,239)
CASH, beginning of period 186,931 87,916
---------------- ---------------
CASH (BANK CHECKS OUTSTANDING, LESS CASH ON
DEPOSIT), end of period $ 57,552 $ (360,323)
---------------- ---------------
---------------- ---------------
SUPPLEMENTAL INFORMATION -
Cash paid during the period for:
Interest $ 114,735 $ 116,988
---------------- ---------------
---------------- ---------------
Income taxes $ 2,400 $ 2,400
---------------- ---------------
---------------- ---------------
</TABLE>
5
See accompanying notes to consolidated financial statements
<PAGE>
HANSEN NATURAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
Reference is made to the Notes to Consolidated Financial Statements, in the
Company's Form 10-K for the year ended December 31, 1996, which is
incorporated by reference, for a summary of significant policies utilized
by Hansen Natural Corporation ("Hansen" or "Company") and its subsidiaries,
Hansen Beverage Company ("HBC") and CVI Ventures, Inc. ("CVI"), and its
indirect subsidiary, Hansen Beverage Company (UK) Limited ("HBC(UK)"). The
information set forth in these interim financial statements is unaudited
and may be subject to normal year-end adjustments. The information
reflects all adjustments, which include only normal recurring adjustments,
which in the opinion of management are necessary to make the financial
statements not misleading. Results of operations covered by this report
may not necessarily be indicative of results of operations for the full
fiscal year.
2. LONG-TERM DEBT
In April 1997, the Company and HBC received a commitment letter (the
"Commitment Letter") from a bank (the "Bank") setting forth the terms
pursuant to which the Bank agreed to provide credit facilities consisting
of a revolving line of credit (the "Revolver") of up to $3,000,000 in
aggregate at any time outstanding and a term loan of $4,000,000 or such
lesser amount as may be necessary to retire the note payable to ERLY
Industries, due July 27, 1997 (the "ERLY Note"). The obligation of the
Bank to enter into the credit facilities is subject to execution of
definitive loan documents satisfactory to the Bank.
Borrowings under the Revolver will be based upon a percentage of eligible
accounts receivable and inventory while the Revolver is in effect. The
credit facilities will be secured by all of the assets of the Company and
its subsidiaries, including, but not limited to, accounts receivable,
inventory, machinery and equipment, as well as all trademarks, trademark
licenses, formulas and recipes and other intellectual property. The credit
facilities will also be guaranteed by CVI and HBC(UK).
The proceeds of the Revolver will be used, in part, to refinance the
outstanding balance on the existing line of credit. Borrowings under the
Revolver will also be used to finance accounts receivable and inventory.
The interest rate payable on amounts outstanding under the Revolver will be
a floating rate equal to the base interest rate (the "Base Interest Rate")
as set by the Bank from time to time (8 1/2 % as of May 9, 1997), plus 1%.
The Revolver will expire one year after the date of the initial funding
under the Revolver. Outstanding principal and interest under the Revolver
will be payable in full upon expiration of the Revolver.
6
<PAGE>
HANSEN NATURAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
The proceeds of the term loan will be used to refinance the ERLY Note. The
interest rate payable on amounts outstanding under the term loan will be a
floating rate equal to the Base Interest Rate plus 1 1/2 %. The term loan
will mature 60 months after the date of the funding of the term loan.
Accrued interest and a portion of outstanding principal will be payable
each month during the term, with the amount of principal increasing each
month in accordance with an amortization schedule set forth in the
Commitment Letter. In addition, additional payments of principal are
required to be made beginning the second year of the term loan in an amount
equal to 35% of "net free cash flow" (as such term will be defined in the
definitive loan documents). The Commitment Letter also contemplates
additional principal payments equal to the amount of the net proceeds
received from the sale of certain assets and the sale of equity by the
Company, and that the Bank will be paid additional principal equal to any
amounts recovered in connection with the claim against ERLY Industries.
In light of the receipt of the Commitment Letter and management's intent to
utilize the term loan to satisfy the ERLY Note, the Company reclassified a
portion of the amount due under the ERLY Note from "current portion of
long-term debt" to "long-term debt". The amount reclassified is equal to
the long-term portion of the term loan to be made under the Commitment
Letter based upon the assumption that $4,000,000 will be paid to satisfy
the ERLY Note.
In the event that the financing contemplated by the Commitment Letter is
not consummated, management believes that it would be able to complete
alternative financing arrangements prior to the maturity of the ERLY Note,
including, but not limited to, an alternative financing based upon a
proposal submitted to the Company by another bank. However, there can be
no assurance that any financing can be completed prior to the maturity of
the ERLY Note or, if completed, that the terms of any such financing will
not be disadvantageous to the Company and its business.
3. EARNINGS PER SHARE
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 128 "Earnings Per Share", which is
effective for financial statements for both interim and annual periods
ending after December 15, 1997. Early adoption of the statement is not
permitted. The Company has applied this statement to the results for the
first quarter of 1997 and determined that the adoption of this statement
would not have had a material impact on the earnings per share calculations
for these periods.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
GENERAL
During the three months ended March 31, 1997, the expansion of
distribution of certain of the Company's products into markets outside of
California continued to contribute positively to the profitability of the
Company.
However, both the Company's operations in the United Kingdom and route
distribution system in Southern California continued to incur losses, albeit
at a lower rate than were incurred from these activities during the
comparable three-month period ended March 31, 1996.
In order to reduce the Company's direct financial commitment in the United
Kingdom, the Company entered into an agreement effective May 1, 1997 with a
new distributor in the United Kingdom, pursuant to which the distributor
will assume more responsibility for warehousing, managing inventories and the
overall marketing and promotion of the Company's products, as well as sales
functions and also proposes to reduce the number of its representatives in the
United Kingdom to one. Management believes that these changes will help improve
the profitability of its United Kingdom operations, although there can be no
assurance that this will occur.
The Company has also commenced the discontinuation of the operation of its
route distribution system by securing distribution arrangements with independent
distributors for the majority of the areas covered by the Company's route
distribution system. The Company anticipates that it will be able to appoint an
acceptable independent distributor to distribute the Company's products in the
area covered by the one route that continues to be operated by the Company.
Management believes that the transition to a distribution system operated by
independent distributors will result in lower sales of the Company's products
(generally because the independent distributors also distribute other beverage
products that in many cases compete directly with the Company's products), but
also believes that such change over will enhance the profitability of sales in
the areas previously covered by the route distribution system, although there
can be no assurance that this will occur.
During the three months ended March 31, 1997, net sales and profitability
were positively affected by sales of the Company's fruit juice Smoothies. Such
gains were, however, offset by lower sales and gross profit from soda and iced
teas, lemonades and juice cocktails.
During late April 1997, the Company introduced a lightly carbonated energy
drink in an 8-ounce slim can and intends to introduce additional flavors and
other types of beverages to complement its existing product lines consistent
with the overall image of the Hansen's-Registered Trademark- brand, during 1997.
The Company continues to incur expenditures in connection with the
development and introduction of new products and flavors.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 1996
NET SALES. For the three months ended March 31, 1997, net sales were
approximately $7.2 million, a decrease of $251,000 or 3.4% below the $7.4
million net sales for the three months ended March 31, 1996. The decrease in
net sales was primarily attributable to decreased sales of Hansen's-Registered
Trademark- Fruit Juice Smoothies in cans and decreased sales of sodas and iced
teas, lemonades and juice cocktails. This decrease was partially offset by
increased sales of Hansen's-Registered Trademark-Fruit Juice Smoothies in
bottles, which were introduced during the first quarter of 1996, and increased
sales of apple juice. The decrease in net sales of Smoothies in cans was
primarily attributable to decreased sales to club stores and specialty chain
stores but was partly offset by increased sales to retail chain stores. The
decrease in net sales of soda was primarily attributable to decreased sales to
club stores and specialty chain stores but was partly offset by increased sales
to retail chain stores. The decrease in net sales of iced teas, lemonades and
juice cocktails was primarily attributable to lower sales to retail, specialty
chain stores and distributors, which was partially offset by increased sales to
club stores. Net sales of apple juice increased over the comparable period in
1996. This increase was primarily attributable to increased consumer demand as a
result of the Company's decision to change the package from glass bottles to
P.E.T. (plastic) bottles. Due to a production problem experienced by one of the
Company's copackers during March 1997, deliveries of certain of the Company's
juice products were delayed, which resulted in the Company only being able to
fulfill certain orders in April instead of during March. Such deferral thereof
resulted in sales in March being slightly below what they would have been.
GROSS PROFIT. Gross profit was $2.9 million for the three months ended
March 31, 1997, an increase of $121,000 or 4.4% over the $2.8 million gross
profit for the three months ended March 31, 1996. Gross profit as a
percentage of net sales increased to 40.5% for the three months ended March
31, 1997 from 37.5% for the three months ended March 31, 1996. The increase
in both gross profit and gross profit as a percentage of net sales was
primarily attributable to decreases in the costs of aluminum cans and other
raw materials.
TOTAL OPERATING EXPENSES. Total operating expenses were $2.7 million
for the three months ended March 31, 1997, an increase of $48,000 or 1.8%
higher than total operating expenses of $2.7 million for the three months
ended March 31, 1996. Total operating expenses as a percentage of net sales
increased to 38.4% for the three months ended March 31, 1997 compared to
36.5% for the three months ended March 31, 1996. The increase in total
operating expenses was primarily attributable to increases in selling,
general and administrative expenses partially offset by a decrease in
amortization of trademark license and trademarks. The increase in total
operating expenses as a percentage of net sales was primarily attributable to
the decrease in net sales and the increase in operating expenses, as compared
to the three months ended March 31, 1996.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Selling, general and administrative expenses were approximately $2.6
million for the three months ended March 31, 1997, an increase of $100,000 or
4.0% higher than $2.5 million for the three months ended March 31, 1996.
Selling, general and administrative expenses as a percentage of net sales
increased to 36.3% for the three months ended March 31, 1997 compared to
33.7% for the three months ended March 31, 1996. The increase in selling
expenses was primarily attributable to increases in distribution and
promotional allowances. The increase in general and administrative expenses
was primarily attributable to increased payroll costs and other expenses in
connection with the development of and support for new products and the
Company's expansion activities into additional states.
Amortization of trademark license and trademarks was approximately
$74,000 for the three months ended March 31, 1997, a decrease of $51,000 from
the $125,000 for the three months ended March 31, 1996. This decrease is
attributable to the change in the amortization period from 25 years to 40
years as more fully described in Note 1 in the Company's Form 10-K for the
year ended December 31, 1996.
OPERATING INCOME. Operating income was $148,000 for the three months
ended March 31, 1997 compared to operating income of $75,000 for the three
months ended March 31, 1996. The increase in operating income is primarily
attributable to the increase in gross profit which was partially offset by an
increase in total operating expenses.
NET NONOPERATING EXPENSE. Net nonoperating expense was $124,000 for the
three months ended March 31, 1997, which was $70,000 higher than net
nonoperating expense of $54,000 for the three months ended March 31, 1996.
Net nonoperating expense for the three months ended March 31, 1997 consists
of interest and financing expense and interest income. Net nonoperating
expense for the three months ended March 31, 1996 consists of interest and
financing expense, interest income and other income. Interest and financing
expense for the three months ended March 31, 1997 was $126,000 compared to
$166,000 for the three months ended March 31, 1996. The decrease in interest
and financing expense was attributable to the decrease in the amortization of
certain capitalized financing costs incurred in connection with the servicing
of the Company's existing revolving line of credit in August 1995, which were
fully amortized in the third quarter of 1996, and to lower principal amounts
outstanding during the three months ended March 31, 1997 than during the
comparable three-month period in 1996. Interest income for the three months
ended March 31, 1997 was $1,500 compared to $4,000 for the three months ended
March 31, 1996. This decrease was attributable to lower accrued interest on
notes receivable from officers. Other income for 1996 consists of $107,000
of income from the recovery under the Hawaiian Water Partners note described
in Note 3 in the Company's Form 10-K for the year ended December 31, 1996.
NET INCOME. Net income was $21,000 for the three months ended March 31,
1997 compared to net income of $18,000 for the three months ended March 31,
1996. The $3,000 increase in net income consists of an increase in operating
income of $73,000 offset by an increase in nonoperating expenses of $70,000.
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 1997, the Company had working capital of $946,951
compared to a working capital deficit of $2,707,471 as of December 31, 1996.
The increase in working capital was primarily attributable to the
reclassification of portion of the amount due under the ERLY Note as
explained above in Note 2 to the Company's unaudited financial statements for
the period ended March 31, 1997.
During the third quarter of 1995, the Company obtained a revolving line
of credit of up to $3 million in aggregate at any time outstanding. The
utilization of this line of credit by the Company is dependent upon certain
levels of eligible accounts receivable and inventory, from time to time. The
line of credit is secured by substantially all of the Company's assets,
including accounts receivable, inventory, trademarks, trademark licenses and
certain equipment. On August 31, 1996, the line of credit was renewed for a
period of one year. The line of credit is subject to automatic renewal on
the maturity date for an additional year unless terminated by either party.
As of March 31, 1997, $658,693 was outstanding under the line of credit. As
explained in Note 2 to the Company's unaudited financial statements for the
period ended March 31, 1997, management expects to refinance the revolving
line of credit with a new credit facility during the second quarter of 1997,
although there can be no assurance that this will occur.
During the first quarter of 1997, the Company utilized a portion of its
line of credit, together with its own funds, for working capital and to
finance its expansion and development plans. Purchases of inventory and
financing of accounts receivable, as well as the Company's expansion and
development plans, have been, and for the foreseeable future, are expected to
remain the Company's principal recurring use of working capital funds.
The Company's other use of funds in the future will be the repayment of
principal and interest on the ERLY Note and on the existing line of credit as
well as obligations under certain consulting agreements entered into in
connection with the acquisition of the Hansen Business, which consulting
agreements terminate on July 27, 1997. In addition, upon securing the new
credit facility, future usage of funds will include the repayment of
principal and interest under the terms of such facility, and will be subject
to any restrictions as may be required under the terms of such facility.
In the event that the financing contemplated by the Commitment Letter is
not consummated, management believes that it would be able to complete
alternative financing arrangements prior to the maturity of the ERLY Note,
including, but not limited to, an alternative financing based upon a proposal
submitted to the Company by another bank. However, there can be no assurance
that any financing can be completed prior to the maturity of the ERLY Note
or, if completed, that the terms of any such financing will not be
disadvantageous to the Company and its business.
11
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Management believes that, subject to the Company's ability to refinance
the ERLY Note, cash available from operations, current cash resources and its
line/s of credit will be sufficient for its working capital needs, including
its purchase commitments for raw materials, through March 31, 1998.
Although the Company has no current plans to incur any material capital
expenditures, management, from time to time, considers the acquisition of
capital equipment, businesses compatible with the image of the
Hansen's-Registered Trademark- brand and the introduction of new product
lines. The Company may require additional capital resources in the event of
any such transaction, depending upon the cash requirements relating thereto.
Any such transaction will also be subject to the terms and restrictions of
the Company's credit facilities.
FORWARD LOOKING STATEMENTS
Certain statements made in this Report, including certain statements
made in this Management's Discussion and Analysis, contain "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, regarding the expectations of management with respect to revenues,
profitability, refinancing of the ERLY Note, adequacy of funds from
operations and the Company's existing credit facility, among other things.
Management cautions that these statements are qualified by their terms
and/or important factors, many of which are outside of the control of the
Company, that could cause actual results and events to differ materially from
the statements made herein, including, but not limited to, the following:
changes in consumer preferences, changes in demand that are weather related,
particularly in areas outside of California, competitive pricing pressures,
changes in the price of the raw materials for the Company's beverage
products, the marketing efforts of the distributors of the Company's
products, most of which distribute products that are competitive with the
products of the Company, as well as unilateral decisions that may be made by
grocery chain stores, specialty chain stores and club stores to discontinue
carrying all or any of the Company's products that they are carrying at any
time. Management further notes that the Company's plans and results may be
affected by the terms of the Company's credit facilities and the actions of
its creditors.
12
<PAGE>
PART II - OTHER INFORMATION
Items 1 - 5. Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27. Financial Data Schedules
(b) Reports on Form 8-K - None
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, thereunto duly authorized.
HANSEN NATURAL CORPORATION
Registrant
/s/ Rodney C. Sacks
Date: May 14, 1997
Rodney C. Sacks
Chairman of the Board
and Chief Executive Officer;
Principal Financial Officer
13
<PAGE>
EXHIBIT INDEX
27. Financial Data Schedules......................Filed herewith electronically
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 57,552
<SECURITIES> 0
<RECEIVABLES> 2,255,868
<ALLOWANCES> 1,246,487
<INVENTORY> 2,761,841
<CURRENT-ASSETS> 4,239,914
<PP&E> 1,139,593
<DEPRECIATION> 549,308
<TOTAL-ASSETS> 15,711,482
<CURRENT-LIABILITIES> 3,292,963
<BONDS> 0
0
0
<COMMON> 45,614
<OTHER-SE> 8,789,575
<TOTAL-LIABILITY-AND-EQUITY> 15,711,482
<SALES> 0
<TOTAL-REVENUES> 7,121,103
<CGS> 4,236,246
<TOTAL-COSTS> 2,587,765
<OTHER-EXPENSES> 147,644
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 125,893
<INCOME-PRETAX> 23,555
<INCOME-TAX> 2,400
<INCOME-CONTINUING> 21,155
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,155
<EPS-PRIMARY> .002
<EPS-DILUTED> .002
</TABLE>
