-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T7+WFW/eorXu2EEB6lDMg2278xQNt4u/LI6UeScLf62naN+qvHkhFohu5NNQIIfR hsGW7qLlh+9oiOZUX02wgQ== 0000014995-04-000043.txt : 20040513 0000014995-04-000043.hdr.sgml : 20040513 20040513163207 ACCESSION NUMBER: 0000014995-04-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040513 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIXON TICONDEROGA CO CENTRAL INDEX KEY: 0000014995 STANDARD INDUSTRIAL CLASSIFICATION: PENS, PENCILS & OTHER ARTISTS' MATERIALS [3950] IRS NUMBER: 230973760 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08689 FILM NUMBER: 04803369 BUSINESS ADDRESS: STREET 1: 195 INTERNATIONAL PKWY STREET 2: STE 200 CITY: HEATHROW STATE: FL ZIP: 32746-5036 BUSINESS PHONE: 4078759000 MAIL ADDRESS: STREET 1: PO BOX 958413 STREET 2: STE 200 CITY: HEATHROW STATE: FL ZIP: 32795-8413 FORMER COMPANY: FORMER CONFORMED NAME: BRYN MAWR CORP/DE/ DATE OF NAME CHANGE: 19831002 FORMER COMPANY: FORMER CONFORMED NAME: BRYN MAWR GROUP INC DATE OF NAME CHANGE: 19730619 FORMER COMPANY: FORMER CONFORMED NAME: BRYN MAWR CAMP RESORTS INC DATE OF NAME CHANGE: 19700608 8-K 1 form8k.txt FORM 8-K FOR EARNINGS PRESS RELEASE 5-13-2004 UNITED STATES 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 May 13, 2004 ------------------------------------------------ Date of Report (Date of earliest event reported) DIXON TICONDEROGA COMPANY ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-8689 23-0973760 - ------------- --------------- ----------------- (State of (Commission File (IRS Employer I.D. Incorporation) Number) Number) 195 INTERNATIONAL PARKWAY HEATHROW, FLORIDA 32746 --------------------------- (Address of Principal Executive Offices) (Zip Code) (407) 829-9000 -------------- (Registrant's telephone number, including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. - ------- ---------------------------------- (a) Not Applicable. (b) Not Applicable. (c) Exhibits Exhibit 99.1 Press Release issued by Dixon Ticonderoga Company dated May 13, 2004 ITEM 9. REGULATION FD DISCLOSURE (Information Being Provided Under Item 12). - ------- -------------------------------------------------------------------- In accordance with SEC Release No. 33-8216, the following information, intended to be furnished under "Item 12 -- Results of Operations and Financial Condition," is instead furnished under "Item 9 -- Regulation FD Disclosure." This information shall not be deemed "filed" for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 13, 2004, Dixon Ticonderoga Company (the "Company") issued a press release announcing its results of operations for the three-month and six-month periods ended March 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Use of Non-GAAP Financial Information ------------------------------------- To supplement the Company's consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), the Company uses non-GAAP measure of pro forma net income (loss) and pro forma net income (loss) per share that do not include the following financial measures that are normally included in GAAP: results from discontinued operations; debt refinancing costs; restructuring and related costs; other income; and investment banking and related costs, all net of related income taxes. In addition, valuation allowances for U.S. deferred tax assets are excluded from the pro forma measures. The Company's management reviews these non-GAAP measures internally to evaluate the Company's performance and manage its operations. The Company believes that the inclusion of non-GAAP financial measure provides consistent and comparable measures to help stakeholders understand the Company's current future operating results and cash flows. The non-GAAP measures included in the press release attached hereto as Exhibit 99.1 have been reconciled to the comparable GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures. The Company urges investors to carefully review the GAAP financial information included as part of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and quarterly earnings releases. 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. DIXON TICONDEROGA COMPANY Dated: May 13, 2004 ------------------------------- By: /s/ Gino N. Pala ------------------------------- Gino N. Pala Chairman of Board, Co-Chief Executive Officer and Director EX-99 2 pressrelease.txt EARNINGS PRESS RELEASE Exhibit 99-1 ------------ N E W S R E L E A S E Dixon Ticonderoga Company 195 International Parkway Heathrow, Florida 32746 (407) 829-9000 May 13, 2004 Contact: Gino N. Pala, Chairman FOR IMMEDIATE RELEASE (407) 829-9000 DIXON TICONDEROGA REPORTS STRONG SECOND QUARTER RESULTS ------------------------------------------------------- HEATHROW, FL. ---- Dixon Ticonderoga Company (AMEX:DXT) today announced pro forma net income from continuing operations for its second quarter ended March 31, 2004 of $542,144 or $0.17 per basic and diluted share, compared with pro forma net income from continuing operations of $300,936 or $0.09 per basic and diluted share in the prior year quarter. Including the fiscal 2004 effects of investment banking and related costs, as well as valuation allowances for U.S. deferred tax assets, the company reported net income of $26,433 or $0.01 per share. This compares with a net loss of ($106,316) or ($0.03) per share in the prior year after the fiscal 2003 effects of restructuring and related costs and discontinued operations. Second quarter revenues rose slightly to $18,950,950 from $18,892,890 last year. Weighted average shares outstanding during the quarter were 3,202,149 (basic) and 3,227,176 (diluted) compared with 3,192,832 (basic and diluted) a year ago. For the fist six months of fiscal 2004, the Company reported that its pro forma net loss from continuing operations decreased to ($193,933), or ($0.06) per basic and diluted share from ($455,888) or ($0.14) per basic and diluted share in the prior year period. Including the fiscal 2004 effects of investment banking and related costs, and valuation allowances for U.S. deferred tax assets, net loss in the current year was ($853,188) or ($0.27) per share. This compares with a net loss of ($1,038,846) or ($0.33) per share in the 2003 period after the effects of debt refinancing costs, restructuring costs, other income and results of discontinued operations. Revenues in the first six months of fiscal 2004 were $34,429,570, compared with $34,762,680 a year ago. Average shares outstanding during the period were 3,202,149, compared with a 3,192,832 last year. Commenting on the first six months results, Chairman and Co-Chief Executive Officer Gino N. Pala said, "We are extremely pleased with the strong continued improvement of our consumer products business, particularly in the U.S., reflecting the benefits of our consolidation and cost reduction efforts over the past several years. Our company's pro forma net income from continuing operations in the second fiscal quarter and year-to-date has improved by $1 million over the past two years. As this period traditionally represents our most difficult quarters, we are encouraged that this trend of improvement will continue as we head into our back-to-school season". Dixon Ticonderoga Company, with operations dating back to 1795, is one of the oldest publicly held companies in the U.S. Its consumer group manufactures and markets a wide range of writing instruments, art materials and office supplies, including the well-known Ticonderoga(R), Prang(R) and Dixon(R) brands. Headquartered in Heathrow, Florida, Dixon Ticonderoga employs approximately 1,600 people at 8 facilities in the U.S., Canada, Mexico and the U.K. The company has been listed on the American Stock Exchange since 1988 under the symbol DXT. Forward-Looking Statements -------------------------- Any "forward-looking" statements in this press release (including, among others, management's belief that its operating performance will continue to improve during the remainder of the fiscal year) involve known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks include (but are not limited to) difficulties encountered with the company's plant consolidation and cost reduction programs; manufacturing inefficiencies; increased competition; reduced revenues; U.S. and foreign economic factors; interest rate fluctuation risk; and foreign currency exchange risk, among others. # # # #
DIXON TICONDEROGA COMPANY - - - EARNINGS HIGHLIGHTS --------------------------------------------------- Three Months Ended Six Months Ended March 31, March 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Revenues $ 18,950,950 $ 18,892,890 $ 34,429,570 $ 34,762,680 ============ ============ ============ ============ Operating Income (Loss) $ 1,160,920 $ 863,105 $ 865,488 $ (151,809) Other Income, Net -- -- -- 440,820 Interest Expense (832,917) (857,847) (1,607,005) (1,662,074) Income Tax (Expense) Benefit (285,479) 155,983 (104,740) 592,536 Minority Interest (16,091) (16,119) (6,931) (6,881) ------------ ------------ ------------ ------------ Income (Loss) From Continuing Operations 26,433 145,122 (853,188) (787,408) Income (Loss) From Discontinued Operations -- (251,438) -- (251,438) ------------ ------------ ------------ ------------ Net Income (Loss) $ 26,433 $ (106,316) $ (853,188) $ (1,038,846) ============ ============ ============ ============ Earnings (Loss) Per Share (Basic and Diluted): Continuing Operations $ 0.01 $ 0.05 $ (0.27) $ (0.25) Discontinued Operations -- (0.08) -- (0.08) ------------ ------------ ------------ ------------ Net Income (Loss) $ 0.01 $ (0.03) $ (0.27) $ (0.33) ============ ============ ============ ============ Weighted Average Shares - Basic 3,202,149 3,192,832 3,202,149 3,192,832 ============ ============ ============ ============ Weighted Average Shares - Diluted 3,227,176 3,192,832 3,202,149 3,192,832 ============ ============ ============ ============ Reconciliation of Income (Loss) From Continuing Operations To Pro Forma Net Income (Loss) From Continuing Operations Three Months Ended Six Months Ended March 31, March 31, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Income (Loss) From Continuing Operations $ 26,433 $ 145,122 $ (853,188) $ (787,408) Debt Refinancing Costs, Net of Income Taxes -- -- -- 424,770 Restructuring and Related Costs, Net of Income Taxes -- 155,814 -- 206,508 Other Income, Net of Income Taxes (1) -- -- -- (299,758) Investment Banking and Related Costs, Net of Income Taxes 224,605 -- 224,605 -- Valuation Allowances for U.S. Deferred Tax Assets (2) 291,106 -- 434,650 -- ------------ ------------ ------------ ------------ ProForma Net Income (Loss) from Continuing Operations $ 542,144 $ 300,936 $ (193,933) $ (455,888) ============ ============ ============ ============ Pro Forma Net Income (Loss) Per Share from Continuing Operations $ 0.17 $ 0.09 $ (0.06) $ (0.14) ============ ============ ============ ============
(1) Other income in the 2003 period represents certain import duty rebates. (2) Beginning in the fourth fiscal quarter of 2003, the Company has provided full valuation allowances for any tax benefits generated in the U.S. given the recent history of U.S. losses. In the comparable quarter, tax benefits were recognized for such U.S. losses. -----END PRIVACY-ENHANCED MESSAGE-----