-----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, DdNCmqnMhZam7O1aouREHDrtUXEpOmFgSCAet1B2xWvTD+vP+IqsoZwvmZw15rUD EZz3RbT6VxHLErVfoVG0Xg== 0000950152-05-007118.txt : 20050818 0000950152-05-007118.hdr.sgml : 20050818 20050818092410 ACCESSION NUMBER: 0000950152-05-007118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050818 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050818 DATE AS OF CHANGE: 20050818 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: 051034707 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 l15680ae8vk.txt LANCASTER COLONY 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: AUGUST 18, 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 August 18, 2005, Lancaster Colony Corporation issued a press release announcing its results for the three months and fiscal year ended June 30, 2005. The press release is attached as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Press Release dated August 18, 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: August 18, 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 August 18, 2005................. Filed herewith EX-99.1 2 l15680aexv99w1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE SYMBOL: LANC Thursday, August 18, 2005 TRADED: Nasdaq LANCASTER COLONY REPORTS HIGHER SALES AND NET INCOME COLUMBUS, Ohio, Aug. 18 -- Lancaster Colony Corporation (Nasdaq: LANC) today reported net income for the fiscal year ended June 30, 2005 of $93,088,000, compared to $80,002,000 earned in the preceding fiscal year. Basic and diluted earnings per share were $2.67 compared to $2.24 a year ago. Net sales for the fiscal year were $1,131 million compared to $1,097 million last year. Fiscal 2005 results included a $26.2 million pretax distribution (47 cents per share after taxes) under the Continued Dumping and Subsidy Offset Act (CDSOA). In the preceding year, the pretax CDSOA distribution was $2.0 million (three cents per share after taxes). Pretax income related to the liquidation of LIFO inventories carried at substantially lower prior years' costs totaled $1.3 million (two cents per share after taxes) compared to $4.2 million (seven cents per share after taxes) in the previous year. In fiscal 2005, non-cash impairment charges affecting non-food assets totaled $1.6 million before taxes (three cents per share after taxes). Results for the fourth quarter of fiscal 2004 include a pretax charge for asset impairment and related automotive plant closing costs of $1.1 million (two cents per share after taxes). Fourth quarter net income of $20,479,000, or 60 cents per basic and diluted share, compares with net income of $17,607,000, or 49 cents per basic and diluted share, for the corresponding quarter a year ago. Fourth quarter net sales increased two percent to $276 million versus $270 million in the fourth quarter last year. Pretax LIFO income was $0.4 million (one cent per share after taxes) in the 2005 fourth quarter and $0.8 million (one cent per share after taxes) in the prior year fourth quarter. Chairman and CEO John B. Gerlach, Jr. said, "We ended the year with solid improvements in fourth quarter sales and operating results. Our Specialty Foods group led the sales growth in the quarter, and our Glassware and Candles segment had better operating results on improved glassware manufacturing efficiencies. We enjoyed lower food commodity costs during the most recent quarter, and our effective tax rate benefited from a change in Ohio tax laws. However, we also experienced higher non-food material costs and faced noticeably higher costs associated with freight and energy." Specialty Foods sales increased five percent in the fourth quarter to $172.4 million, driven by internally-generated increases in both retail and foodservice sales. Operating income grew three percent to $28.6 million. The strongest retail growth was in produce dressings and dips and in frozen breads and rolls. Several frozen products contributed to the foodservice sales increase. Offsetting much of the quarter's benefits from lower material costs were higher levels of freight and promotional costs. Lower food commodity costs helped the comparisons with the year-ago quarter by about $2 million. MORE . . . PAGE 2 / LANCASTER COLONY REPORTS HIGHER SALES AND NET INCOME Automotive sales declined three percent to $57.2 million in the fourth quarter. Operating income for the quarter of $2.5 million was level with a year ago, as the prior year fourth-quarter results reflected the $1.1 million plant closing charge. Improved sales of aluminum accessories were offset by lower sales of automotive floor mats. Raw materials costs continued to adversely affect year-over-year comparisons. Glassware and Candles sales declined one percent for the fourth quarter to $46.2 million. Reflecting the varying amounts of LIFO-related income discussed above, operating income for the quarter was $0.9 million compared to a $1.7 million loss a year ago. This segment's operating results rebounded from unsatisfactory levels a year ago, primarily due to manufacturing improvements in the Oklahoma glassware operation. Mr. Gerlach said, "We enter fiscal 2006 with a continued focus on new product and packaging development. We believe our recent Specialty Foods marketing success, a reformulated and repackaged line of refrigerated salad dressings, will continue to grow in the new year. Some relatively large new Automotive programs for aluminum accessories and floor mats are beginning to ramp up. Initially in fiscal 2006, food commodities costs should compare favorably to fiscal 2005 levels, although non-food materials comparisons are expected to be unfavorable. Capital expenditures are expected to increase in fiscal 2006 to support the ongoing construction of our new salad dressing facility in Kentucky. We believe that our strong balance sheet and solid cash flows will be adequate to fund our foreseeable capital projects, cash dividends, share repurchases and acquisitions." The company's fourth quarter conference call is scheduled for this morning, August 18, 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. Replays of the webcast will be made available on the company website. We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 (the "PSLRA"). This news release contains various "forward-looking statements" within the meaning of the PSLRA and other applicable securities laws. Such statements can be identified by the use of the forward-looking words "anticipate," "estimate," "project," "believe," "intend," "expect," "hope" or similar words. These statements discuss future expectations, contain projections regarding future developments, operations or financial conditions, or state other forward-looking information. Such statements are based upon assumptions and assessments made by us in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe to be appropriate. These forward-looking statements involve various important risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we 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 that are based on current expectations. We undertake no obligation to publicly update such forward-looking statements. More detailed statements regarding significant events that could affect our financial results are included in our annual report on Form 10-K for the year ended June 30, 2004 filed with the Securities and Exchange Commission. MORE . . . PAGE 3 / LANCASTER COLONY REPORTS HIGHER SALES AND NET INCOME LANCASTER COLONY CORPORATION CONSOLIDATED STATEMENTS OF INCOME (In thousands except per-share amounts)
Three Months Ended Fiscal Year Ended June 30, June 30, 2005 2004 2005 2004 ---------- ---------- ---------- ---------- Net sales $ 275,811 $ 269,642 $1,131,466 $1,096,953 Cost of sales 221,024 216,618 912,003 873,267 ---------- ---------- ---------- ---------- Gross margin 54,787 53,024 219,463 223,686 Selling, general & administrative expenses 24,034 24,412 99,421 97,885 Restructuring and impairment charge 21 1,058 2,129 1,058 ---------- ---------- ---------- ---------- Operating income 30,732 27,554 117,913 124,743 Interest income and other - net 1,317 438 30,108 3,721 ---------- ---------- ---------- ---------- Income before income taxes 32,049 27,992 148,021 128,464 Taxes based on income 11,570 10,385 54,933 48,462 ---------- ---------- ---------- ---------- Net income $ 20,479 $ 17,607 $ 93,088 $ 80,002 ========== ========== ========== ========== Net income per common share:(a) Basic and diluted $ .60 $ .49 $ 2.67 $ 2.24 Cash dividends per common share $ .25 $ .23 $ .98 $ .89 Weighted average common shares outstanding: Basic 34,291 35,613 34,868 35,708 Diluted 34,348 35,671 34,925 35,778
(a) Based on the weighted average number of shares outstanding during each period.
LANCASTER COLONY CORPORATION BUSINESS SEGMENT INFORMATION (In thousands)
Three Months Ended Fiscal Year Ended June 30, June 30, 2005 2004 2005 2004 ---------- ---------- ---------- ---------- NET SALES Specialty Foods $ 172,447 $ 163,773 $ 673,840 $ 639,226 Glassware and Candles 46,157 46,632 233,505 231,125 Automotive 57,207 59,237 224,121 226,602 ---------- ---------- ---------- ---------- $ 275,811 $ 269,642 $1,131,466 $1,096,953 ========== ========== ========== ========== OPERATING INCOME Specialty Foods $ 28,606 $ 27,897 $ 111,392 $ 109,391 Glassware and Candles 929 (1,719) 7,247 9,298 Automotive 2,496 2,500 6,082 11,980 Corporate expenses (1,299) (1,124) (6,808) (5,926) ---------- ---------- ---------- ---------- $ 30,732 $ 27,554 $ 117,913 $ 124,743 ========== ========== ========== ==========
MORE... PAGE 4 / LANCASTER COLONY REPORTS HIGHER SALES AND NET INCOME LANCASTER COLONY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
June 30, 2005 2004 -------- -------- ASSETS Current assets: Cash, cash equivalents and short-term investments $184,580 $178,503 Receivables - net of allowance for doubtful accounts 100,351 94,623 Total inventories 164,365 155,076 Deferred income taxes and other current assets 25,109 22,801 -------- -------- Total current assets 474,405 451,003 Net property, plant and equipment 154,147 159,494 Other assets 102,726 102,388 -------- -------- Total assets $731,278 $712,885 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 51,014 $ 47,235 Accrued liabilities 52,832 45,494 -------- -------- Total current liabilities 103,846 92,729 Other noncurrent liabilities and deferred income taxes 39,706 33,371 Shareholders' equity 587,726 586,785 -------- -------- Total liabilities and shareholders' equity $731,278 $712,885 ======== ========
# # # # 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-----