-----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, PocKMiXMuEWMosmY6Tne+4XaIuoJTwahchJCOYOkCz2Bj4l3wbsO7T9SogNrgRuE fAIOULtwBYHRy/UurY/e+g== 0000914062-02-000478.txt : 20020731 0000914062-02-000478.hdr.sgml : 20020731 20020731134157 ACCESSION NUMBER: 0000914062-02-000478 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020731 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020731 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYSCO CORP CENTRAL INDEX KEY: 0000096021 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 741648137 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06544 FILM NUMBER: 02715762 BUSINESS ADDRESS: STREET 1: 1390 ENCLAVE PKWY CITY: HOUSTON STATE: TX ZIP: 77077 BUSINESS PHONE: 2815841390 8-K 1 sysco8k73102.txt FORM 8-K 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 (Date of earliest event reported): July 31, 2002 SYSCO CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-06544 74-1648137 (Commission File Number) (IRS Employer Identification No.) 1390 Enclave Parkway, Houston, Texas 77077-2099 (Address of principal executive offices, including zip code) (281) 584-1390 (Registrant's telephone number, including area code) -------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On July 31, 2002, Sysco Corporation ("SYSCO") issued a press release announcing its results of operations for the fourth quarter and fiscal year ended June 29, 2002. SYSCO hereby incorporates by reference herein the information set forth in its Press Release dated July 31, 2002, a copy of which is attached hereto as Exhibit 99.1. Except for the historical information contained in this report, the statements made by SYSCO are forward looking statements that involve risks and uncertainties. All such statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. SYSCO's future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. For further information on other risk factors, please refer to the "Risk Factors" contained in SYSCO's Annual Report on Form 10-K for the fiscal year ended June 30, 2001 as filed with the Securities and Exchange Commission. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. Exhibit Number Description -------------- ----------- 99.1 Press Release dated July 31, 2002 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, SYSCO has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYSCO CORPORATION Date: July 31, 2002 By: /s/ John K. Stubblefield, Jr. ------------------------------------- Name: John K. Stubblefield, Jr. Title: Executive Vice President, Finance and Administration 3 EXHIBIT INDEX Exhibit Number Description Page - -------------- ----------- ---- 99.1 Press Release dated July 31, 2002 5 4 1496153v1 EX-99.1 3 sysco8k73102ex99.txt PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE SYSCO Corporation ------------ 1390 Enclave Parkway Houston, Texas 77077-2099 (281) 584-1390 FOR MORE INFORMATION CONTACT: John Palizza Assistant Treasurer 281-584-1308 SYSCO POSTS 26TH CONSECUTIVE YEAR OF RECORD SALES AND EARNINGS GAINS -------------------------------------------------------------------- FOURTH QUARTER EPS RISES 19% ON STRONGER REAL SALES GROWTH; 20-MILLION-SHARE REPURCHASE PROGRAM ANNOUNCED HOUSTON, JULY 31, 2002 -- SYSCO Corporation (NYSE: SYY) today announced results for its fourth quarter of fiscal year 2002, its 105th consecutive quarter of sales and earnings increases, and for the fiscal year ended June 29, 2002, which also marked the 26th year in a row that the company has achieved sales and earnings increases. FOURTH QUARTER HIGHLIGHTS: - ------------------------- o Diluted earnings per share rose 19.2%, to $0.31 compared to $0.26 in the same period last year o Net earnings climbed 18.2% to $206 million vs. $174 million in last year's fourth quarter o Sales increased 9.0% to $6.3 billion vs. $5.8 billion in last year's fourth quarter o Real sales grew 5.2% compared to last year's fourth quarter o Marketing associate-served sales as a percentage of traditional broadline sales increased to 57.7% from 56.1% o SYSCO Brand items accounted for 56.2% of marketing associate-served sales and 48.6% of all traditional broadline company sales FISCAL YEAR HIGHLIGHTS: - ---------------------- o Diluted earnings per share increased 14.8%, to $1.01 compared to $0.88 last year o Net earnings increased 13.9% to $680 million vs. $597 million last year o Sales reached $23.4 billion, a 7.2% gain compared to the $21.8 billion last year o Real sales grew 2.7% compared to last year o Marketing associate-served sales as a percentage of traditional broadline sales increased to 56.3% from 54.5% o SYSCO Brand items accounted for 55.9% of marketing associate-served sales and 48.3% of all traditional broadline company sales Charles H. Cotros, SYSCO's chairman and chief executive officer, said, "I am extremely proud of the strong performance of our company. Especially gratifying was our robust 5.2 percent real sales growth in the final quarter of what I consider one of the most challenging fiscal years in SYSCO's history. Our results for fiscal 2002 are further enhanced by the fact that we are comparing this year's results with sales and earnings increases last year that were among the highest in SYSCO's history." Mr. Cotros also noted that food cost inflation and acquisitions contributed 1.1 percent and 3.4 percent, respectively, to SYSCO's 7.2 percent fiscal 2002 sales growth. For the fourth quarter food cost deflation was 1.7 percent and acquisitions contributed 5.5 percent to SYSCO's 9.0 percent nominal sales growth. - more - 5 "Fiscal 2002 began with a recognizable slowing of the economy and was immediately followed by the tragedies of September 11th," continued Mr. Cotros. "We stated during that period that providing superior customer service was vital in preserving customer relationships and would allow SYSCO to gain market share as sales improved. Our marketing associates (MA's) provide a distinct competitive advantage. They continue to demonstrate to our customers the quality and benefits of SYSCO Brand products and our menu of value-added services. As business activity strengthened during our fourth fiscal quarter it was evident those efforts had positioned us well and produced strong results for both the quarter and the year." Mr. Cotros also announced that SYSCO's Board of Directors has approved the repurchase of an additional 20 million shares of the company's stock. The Board last approved the repurchase of 16 million shares in September 2001 and approximately 5.6 million shares remain available for repurchase under that authorization. The new authorization by the Board will result in a total of approximately 25.6 million shares authorized for repurchase. "In the last 10 years we have announced and completed all previous Board authorized share repurchases, an investment of more than $2.4 billion for more than 202 million shares," Mr. Cotros stated. "This 20 million share authorization by our Board recognizes SYSCO's strong balance sheet and favorable cash flow position as well as their confidence in management's ability to continue to profitably grow the business for both the near- and long-term. It also is a statement that we remain committed to a strategy of prudently repurchasing shares." "Our mission is to help our customers succeed," concluded Mr. Cotros. "They depend on us daily for our superior customer service and our menu of value-added services. The entire family of 46,000 associates are to be commended for their commitment to our mission and for their role in SYSCO's strong performance in fiscal 2002." Richard J. Schnieders, SYSCO's president and chief operating officer, added, "During fiscal 2002 our core strategies also permitted us to leverage our strong balance sheet and cash flow position to expand our presence in North America. We successfully grew sales while also controlling expenses, especially in the warehouse and delivery portions of our business. The acquisition of SERCA Food Service, Inc. enhanced our Canadian distribution network to cover all of Canada. We also increased our U.S. presence by opening broadline fold-out operations in Sacramento, California and Columbia, South Carolina, with another scheduled to be operational this fall in Las Vegas. We have been pleased with the success of the fold-out strategy and therefore will expand it to our specialty meat locations, allowing more broadline companies to have access to Buckhead Beef and Newport Meat premium brands." Mr. Schnieders also stated that SYSCO has completed a preliminary assessment of existing goodwill for impairment in accordance with Statement of Accounting Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets" which the company intends to adopt in the first quarter of fiscal 2003. Based on this assessment, SYSCO believes it has no impairment on its goodwill. Under SFAS No. 142, the company's goodwill will not be subject to amortization but will be tested for impairment annually. The company's after-tax goodwill amortization expense in fiscal 2002 was approximately $15 million, or $0.02 per share. Mr. Schnieders concluded by saying, "We have many exciting projects and opportunities ahead of us: initiatives to enhance supply chain efficiencies, technology innovations and the benefits of recent acquisition integration. We are firmly positioned to maintain our industry leadership and continue to gain market share." SYSCO is the largest foodservice marketing and distribution organization in North America, providing food and related products and services to approximately 400,000 restaurants, healthcare and educational facilities, lodging establishments and other foodservice customers. SYSCO's operations are located throughout the United States and Canada and include broadline companies, specialty produce, meat and hotel supply operations and SYGMA, the company's chain restaurant distribution subsidiary. For more information about SYSCO visit the company's Internet home page at www.sysco.com. - more - 6 The comparative financial data for the fourth quarter of fiscal years 2002 and 2001 are summarized below.
($000 omitted except for per share data) FOR THE 13-WEEK PERIOD ENDED ---------------------------- JUNE 29, 2002 JUNE 30, 2001 ------------- ------------- SALES $ 6,310,536 $ 5,789,297 Costs and expenses Cost of sales 5,046,832 4,638,338 Operating expenses 914,900 849,500 Interest expense 16,202 17,843 Other, net (869) 1,567 ------------- ------------- TOTAL COSTS AND EXPENSES 5,977,065 5,507,248 ------------- ------------- EARNINGS BEFORE INCOME TAXES 333,471 282,049 Income taxes 127,553 107,884 ------------- ------------- NET EARNINGS $ 205,918 $ 174,165 ============= ============= BASIC EARNINGS PER SHARE $ 0.31 $ 0.26 ============= ============= DILUTED EARNINGS PER SHARE $ 0.31 $ 0.26 ============= ============= AVERAGE SHARES OUTSTANDING 657,637,781 667,925,830 ============= ============= DILUTED AVERAGE SHARES OUTSTANDING 667,725,856 679,805,029 ============= =============
The comparative segment sales data for the fourth quarter of fiscal years 2002 and 2001 are summarized below.
($000) FOR THE 13-WEEK PERIOD ENDED ---------------------------- JUNE 29, 2002 JUNE 30, 2001 ------------- ------------- SALES Broadline $ 5,195,750 $ 4,752,840 SYGMA 714,460 632,371 Other 455,805 442,138 Intersegment Sales (55,479) (38,052) ------------- ------------- TOTAL SALES $ 6,310,536 $ 5,789,297 ============= =============
- more - 7 The comparative financial data for the 52 weeks of fiscal years 2002 and 2001 are summarized below.
($000 omitted except for per share data) FOR THE 52-WEEK PERIOD ENDED ---------------------------- JUNE 29, 2002 JUNE 30, 2001 ------------- ------------- TOTAL SALES $23,350,504 $21,784,497 Costs and expenses Cost of sales 18,722,163 17,513,138 Operating expenses 3,467,379 3,232,827 Interest expense 62,897 71,776 Other, net (2,805) 101 ------------- ------------- TOTAL COSTS AND EXPENSES 22,249,634 20,817,842 ------------- ------------- EARNINGS BEFORE INCOME TAXES 1,100,870 966,655 Income taxes 421,083 369,746 ------------- ------------- NET EARNINGS $ 679,787 $ 596,909 ============= ============= BASIC EARNINGS PER SHARE $ 1.03 $ 0.90 ============= ============= DILUTED EARNINGS PER SHARE $ 1.01 $ 0.88 ============= ============= AVERAGE SHARES OUTSTANDING 661,808,432 665,551,228 ============= ============= DILUTED AVERAGE SHARES OUTSTANDING 673,445,783 677,949,351 ============= =============
The comparative segment sales data for the 52 weeks of fiscal years 2002 and 2001 are summarized below.
($000) FOR THE 52-WEEK PERIOD ENDED ---------------------------- JUNE 29, 2002 JUNE 30, 2001 ------------- ------------- SALES Broadline $19,163,449 $18,106,843 SYGMA 2,671,110 2,415,839 Other 1,707,229 1,377,987 Intersegment Sales (191,284) (116,172) ------------- ------------- TOTAL SALES $23,350,504 $21,784,497 ============= =============
-more- 8 FORWARD-LOOKING STATEMENTS Certain statements made herein are forward-looking statements under the Private Securities Litigation Reform Act of 1995. They include statements regarding SYSCO's ability to continue to profitably grow its business, potential future share repurchases under the share repurchase program, implementation, timing and the expected impact of "fold-out" operations and acquisitions, enhanced supply chain efficiencies, technology and logistic applications, and SYSCO's ability to maintain its position as industry leader and continue to gain market share. These statements involve risks and uncertainties and are based on management's current expectations and estimates; actual results may differ materially. Those risks and uncertainties that could impact these statements include the risks relating to the foodservice distribution industry's relatively low profit margins and sensitivity to general economic conditions, including the current economic environment; SYSCO's leverage and debt risks; the successful completion of acquisitions and integration of acquired companies; the risk of interruption of supplies due to lack of long-term contracts, severe weather, work stoppages or otherwise; and internal factors such as the ability to control expenses. In addition, the decision to pursue acquisitions and "fold-outs" could vary due to construction schedules and the timing of other expenditures, while the implementation and timing of "fold-out" operations and acquisitions could be impacted by competitive conditions, labor issues, weather, satisfactory completion of due diligence and other matters. Share repurchases could be affected by market prices for the Company's securities as well as management's decision to utilize its capital for other purposes. For a discussion of additional factors that could cause actual results to differ from those described in the forward-looking statements, see the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2001 as filed with the Securities and Exchange Commission. # # # 9 1496153v1 -----END PRIVACY-ENHANCED MESSAGE-----