-----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, BAfUmWsgGIh0AHBQUFDXIZesOQ72eWX4t/kCrybx7PdltCdtR6COteCu5dULV2/C p3AoNSKTOjtwCaBShoPtaQ== 0000950152-05-000551.txt : 20050128 0000950152-05-000551.hdr.sgml : 20050128 20050128081658 ACCESSION NUMBER: 0000950152-05-000551 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050128 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050128 DATE AS OF CHANGE: 20050128 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: 05555658 BUSINESS ADDRESS: STREET 1: 37 W. BROAD STREET STREET 2: 5TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 MAIL ADDRESS: STREET 1: 37 W. BROAD STREET STREET 2: 5TH FLOOR CITY: COLUMBUS STATE: OH ZIP: 43215 8-K 1 l11667ae8vk.txt LANCASTER COLONY CORPORATION 8-K 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: JANUARY 28, 2005 (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) Check the appropriate box below 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On January 28, 2005, Lancaster Colony Corporation issued a press release announcing its results for the three and six months ended December 31, 2004. The press release is attached as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press Release dated January 28, 2005, filed herewith. 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. LANCASTER COLONY CORPORATION ------------------------------- (Registrant) Date: January 28, 2005 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 - ------- ----------- ---------- 99.1 Press Release dated January 28, 2005............... Filed herewith EX-99.1 2 l11667aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SYMBOL: LANC Friday, January 28, 2005 TRADED: Nasdaq LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS COLUMBUS, Ohio, Jan. 28 -- Lancaster Colony Corporation (Nasdaq: LANC) today reported net income for the company's second fiscal quarter ended December 31, 2004 reached $38,119,000, or $1.08 per diluted share, compared with net income of $26,650,000, or $.74 per diluted share in the second quarter last year. Net sales increased two percent to $297 million versus $291 million a year ago. Earnings for the quarter included pretax income of $26.2 million (47 cents per share after taxes) associated with a distribution received under the Continued Dumping and Subsidy Offset Act. A similar distribution contributed pretax income of $2.0 million (three cents per share after taxes) in the second quarter a year ago. Also included in the prior year's second quarter results were pretax income of $1.2 million (two cents per share after taxes) related to a bad-debt recovery and pretax income of $1.0 million (two cents per share after taxes) related to the liquidation of LIFO inventories carried at substantially lower prior years' costs. For the six months ended December 31, 2004, net income totaled $56,497,000 compared to $46,350,000 earned in the corresponding period a year ago. Diluted earnings per share were $1.60 compared to $1.29 for the first six months last year. Six-month net sales were $579 million compared to $558 million last year. In the first half this year, LIFO-related pretax income amounted to $.6 million (one cent per share after taxes) compared with $2.6 million (five cents per share after taxes) a year ago. John B. Gerlach, Jr., chairman and CEO of Lancaster Colony Corporation, said, "Increased sales of specialty foods contributed to the top line improvement for the quarter, but our operations faced higher nonfood material costs as well as generally higher freight and energy costs. Pricing relief is difficult except through new product development." Specialty Foods net sales totaled $177 million, up eight percent over the prior year's second quarter total. Segment operating income was essentially unchanged from the prior year's total at $31 million. Most of the segment's top line growth was internally generated although Warren Frozen Foods, acquired in December 2003, contributed approximately $5 million of the sales increase. Segment operating margins reflect a less favorable sales mix and certain frozen bread production inefficiencies. MORE . . . PAGE 2 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS Glassware and Candles net sales totaled $68 million in the second quarter, a seven percent decline from the year-ago quarter. Segment operating income totaled $3.7 million, compared to $6.8 million in the year ago quarter. Comparative operating income was impacted by the prior year's LIFO-related income and bad-debt recovery. For the year-to-date period, the segment achieved higher sales and more efficient glassware manufacturing, but remains confronted by intense competitive pressures in retail markets. Automotive sales totaled $52 million, a four percent decline from the second quarter level in the prior year. Improved sales of aluminum truck accessories were more than offset by a decline in sales of automotive floor mats. Segment operating income for the quarter was down $2.7 million to $1.1 million, as this segment's profitability remained adversely affected by markedly higher costs for many key raw materials. Looking forward, Mr. Gerlach stated, "We continue our efforts to improve our sales and profitability through new product development and marketing efforts, including introducing significantly redesigned packaging for our high-profile line of produce salad dressings. Operating results in the second half of our fiscal year will likely benefit from a reduction in certain food ingredient costs, although this benefit will be mitigated by continuing higher costs for many nonfood raw materials." As of December 31, 2004, the company remained debt free, with over $204 million in cash and equivalents as well as $606 million in shareholders' equity. The company's second quarter conference call is scheduled for this morning, January 28, at 10:00 a.m. ET. 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. The webcast will be archived and available on the company's 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 may have no, or limited, 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. MORE . . . PAGE 3 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS LANCASTER COLONY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (In thousands except per-share amounts)
Three Months Ended Six Months Ended December 31, December 31, 2004 2003 2004 2003 ---------------------- ---------------------- Net sales $297,349 $291,196 $578,833 $557,848 Cost of sales 237,990 226,145 465,457 436,990 -------- -------- -------- -------- Gross margin 59,359 65,051 113,376 120,858 Selling, general & administrative expenses 25,531 24,903 50,307 49,072 Restructuring and impairment charge 45 -- 487 -- -------- -------- -------- -------- Operating income 33,783 40,148 62,582 71,786 Interest income and other - net 27,059 2,480 27,686 2,826 -------- -------- -------- -------- Income before income taxes 60,842 42,628 90,268 74,612 Taxes based on income 22,723 15,978 33,771 28,262 -------- -------- -------- -------- Net income $ 38,119 $ 26,650 $ 56,497 $ 46,350 ======== ======== ======== ======== Net income per common share:(a) Basic $ 1.09 $ .75 $ 1.60 $ 1.30 Diluted $ 1.08 $ .74 $ 1.60 $ 1.29 Cash dividends per common share $ .25 $ .23 $ .48 $ .43 Weighted average common shares outstanding: Basic 35,084 35,719 35,220 35,741 Diluted 35,144 35,798 35,276 35,815
(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 Six Months Ended December 31, December 31, 2004 2003 2004 2003 ---------------------- ---------------------- NET SALES Specialty Foods $177,075 $163,888 $337,684 $318,705 Glassware and Candles 67,842 72,709 131,574 128,835 Automotive 52,432 54,599 109,575 110,308 -------- -------- -------- -------- $297,349 $291,196 $578,833 $557,848 ======== ======== ======== ======== OPERATING INCOME Specialty Foods $ 31,036 $ 31,096 $ 58,415 $ 57,409 Glassware and Candles 3,684 6,764 4,763 9,870 Automotive 1,098 3,804 3,354 7,455 Corporate expenses (2,035) (1,516) (3,950) (2,948) -------- -------- -------- -------- $ 33,783 $ 40,148 $ 62,582 $ 71,786 ======== ======== ======== ========
MORE... PAGE 4 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS LANCASTER COLONY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
December 31, June 30, 2004 2004 ------------ -------- (Unaudited) ASSETS Current assets: Cash and equivalents $204,670 $178,503 Receivables - net of allowance for doubtful accounts 109,001 94,623 Total inventories 142,798 155,076 Deferred income taxes and other current assets 29,224 22,803 -------- -------- Total current assets 485,693 451,005 Net property, plant and equipment 154,350 159,494 Other assets 103,268 102,388 -------- -------- Total assets $743,311 $712,887 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 42,428 $ 47,383 Accrued liabilities 61,642 45,348 -------- -------- Total current liabilities 104,070 92,731 Other noncurrent liabilities and deferred taxes 33,696 33,371 Shareholders' equity 605,545 586,785 -------- -------- Total liabilities and shareholders' equity $743,311 $712,887 ======== ========
SUBJECT TO YEAR-END AUDIT. # # # # 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 -----END PRIVACY-ENHANCED MESSAGE-----