-----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, WyK0XaMDKhsr8szzo04fH0ZaAbkZ+G+6+brmRlJyh+ttBdrD+3ZgnRdnCINkVn0n FNZoPfXiTxlySafvGKJQUQ== 0000891092-03-000920.txt : 20030501 0000891092-03-000920.hdr.sgml : 20030501 20030501082721 ACCESSION NUMBER: 0000891092-03-000920 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030501 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANCASTER COLONY CORP CENTRAL INDEX KEY: 0000057515 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FROZEN & PRESERVED FRUIT, VEG & FOOD SPECIALTIES [2030] IRS NUMBER: 131955943 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04065 FILM NUMBER: 03674818 BUSINESS ADDRESS: STREET 1: 37 W BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 8-K 1 e14738_8k.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549-1004 ---------- Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: MAY 1, 2003 (Date of earliest event reported) Commission file number 0-4065-1 ---------- Lancaster Colony Corporation (Exact name of registrant as specified in its charter) Ohio 13-1955943 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 37 West Broad Street 43215 Columbus, Ohio (Zip Code) (Address of principal executive offices) 614-224-7141 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Item 7. Financial Statements and Exhibits (c) Exhibits: 99.4 Press Release dated May 1, 2003, filed herewith. Item 9. Regulation FD Disclosure (pursuant to 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." On May 1, 2003, Lancaster Colony Corporation issued a press release announcing its results for the three and nine months ended March 31, 2003. The press release is attached as Exhibit 99.4. 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. LANCASTER COLONY CORPORATION (REGISTRANT) Date: May 1, 2003 By: /s/ JOHN L. BOYLAN ----------- ------------------------------------- John L. Boylan Treasurer, Vice President, Assistant Secretary and Chief Financial Officer (Principal Financial and Accounting Officer) INDEX TO EXHIBITS Exhibit Number Description Located at - ------ ----------- ---------- 99.4 Press Release dated May 1, 2003......................... Filed herewith EX-99.4 3 e14738ex99_4.txt PRESS RELEASE Exhibit 99.4 FOR IMMEDIATE RELEASE SYMBOL: LANC Thursday, May 1, 2003 TRADED: Nasdaq LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS COLUMBUS, Ohio, May 1 -- Lancaster Colony Corporation (Nasdaq: LANC) today reported net income of $18,047,000 for the company's third fiscal quarter ended March 31, 2003. Net income totaled $28,807,000 for the corresponding quarter of a year ago when the company benefited from a pre-tax distribution of $15.6 million (26 cents per share after taxes) received under the Continued Dumping and Subsidy Offset Act (CDSOA). Basic and diluted earnings per share for the fiscal 2003 third quarter were 50 cents per share compared to 78 cents in the year-ago quarter. Third quarter net sales were $260 million, a four percent decline from net sales of $271 million in the third quarter last year. Net income for the latest quarter also included pre-tax income of $2.4 million (four cents per share after taxes) related to the liquidation of LIFO inventories carried at substantially lower prior years' costs. In the third quarter last year, net income included a similar LIFO pre-tax benefit of $0.4 million (one cent per share after taxes). For the nine months ended March 31, 2003, net income reached $90,582,000, compared to $66,571,000 earned in the first nine months a year ago. Basic and diluted earnings per share were $2.49 compared to $1.80 a year ago. Nine-month net sales were $843 million compared to $848 million last year. The most recent nine-month results included CDSOA pre-tax income of $39.2 million (67 cents per share after taxes), a pre-tax restructuring charge of $4.9 million (eight cents per share after taxes) related to the company's consumer glassware operations, and pre-tax income of $5.1 million (nine cents per share after taxes) associated with the liquidation of LIFO inventories carried at substantially lower prior years' costs. The year-ago nine-month results included, in addition to the third quarter's CDSOA and LIFO income, a pre-tax provision of $14.3 million (24 cents per share after taxes) for accounts receivable reserves related to Kmart Corporation's bankruptcy. Income related to CDSOA has been recorded in the accompanying financial statements as other income. Goodwill amortization, which ceased upon the company's adoption of Statement of Financial Accounting Standards No. 142 effective the beginning of the current fiscal year, on a pre-tax basis, totaled $0.7 million (two cents per share after taxes) for the prior year's third quarter and $2.0 million (five cents per share after taxes) for the nine months. PAGE 2 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS John B. Gerlach, Jr., chairman and CEO, said, "With the CDSOA remittances falling in the second quarter this year and the third quarter last year, our quarterly comparisons were somewhat skewed. Disruptive winter weather, concerns over the conflict in Iraq and rising energy costs hampered consumer spending and contributed to our lower earnings." Specialty Foods sales declined slightly during the third quarter. Mr. Gerlach said, "Less than expected Specialty Food volume was impacted by unusually severe winter weather that affected many national chain restaurant customers. Retail markets were influenced by increased competitive conditions and the later Easter. Margins in our dressing and sauces operations were adversely affected by a marked increase in soybean oil costs and a less favorable sales mix." Automotive sales during the third quarter were up three percent from the prior year level. Operating income increased nearly five percent. Mr. Gerlach stated, "This segment benefited from new aluminum accessory programs with original equipment manufacturers. Automotive margins improved on a more favorable sales mix despite higher petroleum-driven material costs." "Our Glassware and Candles sales declined almost 16 percent for the quarter," Mr. Gerlach stated. "This segment encountered weak consumer demand, difficult pricing conditions and costs associated with the introduction of a broad new line of Candle-lite brand candles. We believe this investment in new products is necessary to maintain our leading presence in the market channels we serve. Segment operating results, which included the LIFO income, were also impacted by a provision totaling in excess of $1 million for the impairment of certain glass molds as we further reduce our product lines. We have been encouraged by the progress made to date in integrating our consumer glassware operations, although much still needs to be accomplished." Commenting on the company's fourth quarter, Mr. Gerlach said, "In this unusual economic environment, it is difficult to forecast top line demand. Making our comparisons all the more challenging will be increased material costs, particularly for soybean oil, as well as additional rollout costs for our new candle products. Along with most companies, we are seeing energy and employee benefit costs rise above year-ago levels. While early in the quarter, we are encouraged that our food volumes appear to be comparing positively in April. Looking at the full fiscal year, we continue to expect a record bottom line aided by the CDSOA funding and believe we remain well-positioned to benefit from any upturn in the economy as our balance sheet remains debt-free." PAGE 3 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS The company's third quarter conference call is scheduled for this morning, May 1, at 10:00 a.m. EDT. You may access the call through a live webcast by using the link provided on the company's Internet home page at www.lancastercolony.com. A replay of the webcast will be made available on the company website. This news release contains forward-looking statements related to future growth and earnings opportunities. Such statements are based upon certain assumptions and assessments made by management of the company in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes to be appropriate. Actual results may differ as a result of factors over which the company has no control including the strength of the economy, slower than anticipated sales growth, the extent of operational efficiencies achieved, the success of new product introductions, price and product competition, and increases in raw materials costs. Management believes these forward-looking statements to be reasonable; however, undue reliance should not be placed on such statements, which are based on current expectations. The company undertakes no obligation to publicly update such forward-looking statements. More detailed statements regarding significant events which could affect the company's financial results are included in the company's Forms 10-K and 10-Q filed with the Securities and Exchange Commission. #### FOR FURTHER INFORMATION: John B. Gerlach, Jr., Chairman and CEO, or John L. Boylan, Vice President, Treasurer and CFO Lancaster Colony Corporation Phone: 614/224-7141 -or- Investor Relations Consultants, Inc. Phone: 727/781-5577 or E-mail: lanc@mindspring.com PAGE 4 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS LANCASTER COLONY CORPORATION CONSOLIDATED SUMMARY OF SALES AND EARNINGS (UNAUDITED) (In thousands except per-share amounts)
Three Months Ended Nine Months Ended March 31, March 31, 2003 2002 2003 2002 -------------------------------------------------------------- Net sales $ 259,535 $ 270,912 $ 843,025 $ 847,714 Cost of sales 205,962 213,388 657,534 660,520 --------- --------- ---------- --------- Gross margin 53,573 57,524 185,491 187,194 Selling, general & administrative expenses 24,629 26,030 75,751 94,053 Restructuring and impairment charge (84) -- 4,861 -- --------- --------- ---------- --------- Operating income 29,028 31,494 104,879 93,141 Other income (expense): Interest expense -- -- -- (54) Interest income and other - net (47) 15,383 40,407 15,261 --------- --------- ---------- --------- Income before income taxes 28,981 46,877 145,286 108,348 Taxes based on income 10,934 18,070 54,704 41,777 --------- --------- ---------- --------- Net income $ 18,047 $ 28,807 $ 90,582 $ 66,571 ========= ========= ========== ========= Net income per common share:(a) Basic and diluted $ .50 $ .78 $ 2.49 $ 1.80 Cash dividends per common share $ .20 $ .18 $ .58 $ .53 Weighted average common shares outstanding: Basic 36,013 36,712 36,310 36,924 Diluted 36,064 36,777 36,366 36,980
(a) Based on the weighted average number of shares outstanding during each period. LANCASTER COLONY CORPORATION BUSINESS SEGMENT INFORMATION (UNAUDITED) (In thousands)
Three Months Ended Nine Months Ended March 31, March 31, 2003 2002 2003 2002 ---------------------------------------------------------- NET SALES Specialty Foods $ 140,959 $143,425 $452,908 $428,973 Glassware and Candles 57,274 67,988 207,237 250,571 Automotive 61,302 59,499 182,880 168,170 --------- -------- -------- -------- $ 259,535 $270,912 $843,025 $847,714 ========= ======== ======== ======== OPERATING INCOME Specialty Foods $ 23,342 $ 25,910 $ 83,914 $ 82,816 Glassware and Candles 2,279 2,291 12,252 5,000 Automotive 4,937 4,720 13,381 9,725 Corporate expenses (1,530) (1,427) (4,668) (4,400) --------- -------- -------- -------- $ 29,028 $ 31,494 $104,879 $ 93,141 ========= ======== ======== ========
PAGE 5 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS LANCASTER COLONY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) March 31, June 30, 2003 2002 --------------------- (Unaudited) ASSETS Current assets: Cash and equivalents $131,357 $ 83,378 Receivables - net of allowance for doubtful accounts 101,520 109,350 Total inventories 153,136 148,251 Prepaid expenses and other current assets 27,022 25,121 -------- -------- Total current assets 413,035 366,100 Net property, plant and equipment 159,855 165,943 Other assets 88,554 86,662 -------- -------- Total assets $661,444 $618,705 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 42,730 $ 43,258 Accrued liabilities 48,108 46,046 -------- -------- Total current liabilities 90,838 89,304 Other noncurrent liabilities and deferred taxes 28,445 28,124 Shareholders' equity 542,161 501,277 -------- -------- Total liabilities and shareholders' equity $661,444 $618,705 ======== ======== ##### -----END PRIVACY-ENHANCED MESSAGE-----