-----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, FMqwnF4KxuOuf9BN8bmRr7unH334M7FCHT2eYs3lHDaJntn04f9r2KiSuALCPAAH 9jcPxSS1o98t5+0r08TNsg== 0000014995-04-000074.txt : 20041222 0000014995-04-000074.hdr.sgml : 20041222 20041222171324 ACCESSION NUMBER: 0000014995-04-000074 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 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: 041221587 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 form8kearnings.txt FORM 8-K FOR 3 AND 12 MONTHS ENDED 9-30-2004 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 Date of Report: December 22, 2004 - ------------------------------------------------------------------------------- (Date of earliest event reported) DIXON TICONDEROGA COMPANY - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-8689 23-0973760 - ------------------------ ------------------------ ------------------- (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 195 International Parkway Heathrow, Florida 32746 - ------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) (407) 829-9000 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 December 22, 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 purposes 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 December 22, 2004, Dixon Ticonderoga Company (the "Company") issued a press release announcing its results of operations for the three months and fiscal year ended September 30, 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 the 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 (expense); and investment banking and related costs, all net of related income taxes. In addition, certain 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: December 22, 2004 ------------------------------- By: /s/ Gino N. Pala ------------------------------- Gino N. Pala Chairman of Board, Co-Chief Executive Officer and Director EX-99 2 pressrelease.txt PRESS RELEASE FYE 9-30-2004 N E W S R E L E A S E Dixon Ticonderoga Company 195 International Parkway Heathrow, Florida 32746 (407) 829-9000 December 22, 2004 Contact: Gino N. Pala (407) 829-9000 FOR IMMEDIATE RELEASE DIXON TICONDEROGA COMPANY REPORTS BEST ANNUAL RESULTS SINCE 1999 HEATHROW, Fla. ---- Dixon Ticonderoga Company (AMEX:DXT) today announced its highest annual profit in five years. Net income for the fiscal year ended September 30, 2004 was $1,731,906 or $0.54 per basic and diluted share, compared with a net loss of ($1,427,980) or ($0.45) per share in the prior fiscal year. Pro forma net income from continuing operations (excluding the effects of debt refinancing; restructuring costs; investment banking costs; other income and expense; and valuation allowances for deferred tax assets, collectively "special items") for fiscal 2004 was $2,300,973 or $0.72, compared with $1,751,030 or $0.55 in the prior fiscal year. Fiscal 2004 revenues from continuing operations were $88,168,759 compared with $88,837,615 last year. Basic and diluted weighted average shares outstanding were approximately 3,205,000 and 3,197,000 in fiscal 2004 and 2003, respectively. Net income in the fourth fiscal quarter of 2004 was $913,031 or $0.28 per share, compared with a net loss of ($2,179,692) or ($0.68) in the prior year quarter. Pro forma net income from continuing operations (excluding special items) in the fourth quarter of fiscal 2004 was $1,172,827 or $0.36 per share, compared with $648,018 or $0.20 per share in the 2003 quarter. Fourth quarter 2004 revenues from continuing operations were $26,372,023, as compared with $27,134,761 in the prior year quarter. Basic and diluted average shares outstanding during the 2004 period were approximately 3,208,000 and 3,220,000, respectively. Basic and diluted average shares outstanding approximated 3,202,000 in the 2003 period. Commenting on the improved year-end results, Chairman and Co-Chief Executive Officer Gino N. Pala said, "Despite lower U.S. sales due to management's decision to discontinue certain year-end promotional activities, we experienced continued profit improvement in the U.S. consumer products business. As we begin to fully realize the benefits of our consolidation and cost reduction efforts over the past several years, our company's pro forma net income from continuing operations grew from $350,000 in 2002 to $2.3 million. We believe that we are well-positioned for enhanced profitability in the future as we can now fully focus on growing our top-line revenues." On December 17, 2004, Dixon announced that on December 16, 2004 it had reached a definitive agreement with Fila-Fabbrica Italiana Lapis ed Affini S.p.A for the acquisition by Fila of all the outstanding shares of Dixon common stock for $7.00 per share in cash. 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 it is positioned for enhanced profitability and future growth) 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 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.
# # # # Three Months Ended Fiscal Year Ended ------------------ ----------------- September 30, September 30, ------------- ------------- 2004 2003 2004 2003 ---- ---- ---- ---- Revenues $ 26,372,023 $27,134,761 $ 88,168,759 $88,837,615 ============ =========== ============ =========== Operating Income $ 1,648,623 $ 1,399,103 $ 5,807,149 $ 4,470,382 Other Income (Expense) (1) (93,963) -- (93,963) 1,052,500 Interest Expense (942,252) (932,849) (3,461,733) (3,585,729) Income Taxes (2) 314,082 (2,365,223) (472,889) (2,744,420) Minority Interest (13,459) (13,392) (46,658) (42,221) ------------ ----------- ------------ ----------- Income (Loss) From Continuing Operations 913,031 (1,912,361) 1,731,906 (849,488) Loss From Discontinued Operations -- (267,331) -- (578,492) ------------ ----------- ------------ ----------- Net Income (Loss) $ 913,031 $(2,179,692 $ 1,731,906 $(1,427,980) ============ =========== ============ =========== Earnings (Loss) Per Share (Basic and Diluted): Continuing Operations $ 0.28 $ (0.60) $ 0.54 $ (0.27) Discontinued Operations -- (0.08) -- (0.18) ------------ ----------- ------------ ----------- Net Income (Loss) $ 0.28 $ (0.68) $ 0.54 $ (0.45) ============ =========== ============ =========== Weighted Average Shares - Basic 3,207,894 3,202,149 3,204,543 3,196,714 ============ =========== ============ =========== Weighted Average Shares - Diluted 3,219,669 3,202,149 3,204,613 3,196,714 ============ =========== ============ =========== Reconciliation of Income (Loss) From Continuing Operations To Pro Forma Net Income From Continuing Operations Three Months Ended Fiscal Year Ended ------------------ ----------------- September 30, September 30, ------------- ------------- 2004 2003 2004 2003 ---- ---- ---- ---- Income (Loss) From Continuing Operations $ 913,031 $(1,912,361 $ 1,731,906 $ (849,488) Debt Refinancing, Net of Income Taxes -- -- -- 424,770 Restructuring and Related Costs, Net of Income Taxes -- -- -- 331,069 Investment Banking and Related Costs, Net of Income Taxes 197,780 328,775 507,051 328,775 Other Income (Expense), Net of Income Taxes (1) 62,016 -- 62,016 (715,700) Valuation Allowances for Deferred Tax Assets (2) -- 2,231,604 -- 2,231,604 ------------ ----------- ------------ ----------- Pro Forma Net Income $ 1,172,827 $ 648,018 $ 2,300,973 $ 1,751,030 ============ =========== ============ =========== Pro Forma Net Income Per Share $ 0.36 $ 0.20 $ 0.72 $ 0.55 ============ =========== ============ ===========
(1) Other income (expense) represents gains on receipt of securities from insurance company demutualiations and income (expense) related to certain import duty rebates. (2) In the fourth fiscal quarter of 2003, the Company provided full valuation allowances for any tax benefits generated in the U.S. given the previous history of U.S. tax losses. Tax benefits were not recognized for such U.S. losses in fiscal 2004. -----END PRIVACY-ENHANCED MESSAGE-----