LANCER CORP /TX/
8-K, 1999-11-09
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
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                                  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 (Date of earliest event reported): November 8, 1999



                               LANCER CORPORATION
             (Exact name of registrant as specified in its charter)



                Texas                      0-13875                74-1591073
(State or other jurisdiction of          (Commission            (IRS Employer
incorporation or organization)           File Number)       Identification No.)



6655 Lancer Blvd., San Antonio, Texas                                  78219
(Address of principal executive offices)                            (Zip Code)



       Registrant's telephone number, including area code: (210) 310-7000



<PAGE>


Item 5. Other Events.

The registrant's  press release dated November 8, 1999,  regarding its financial
results  for  the  period  ended   September  30,  1999,   including   unaudited
consolidated  financial  statements for the period ended September 30, 1999, are
attached as Exhibit 99.

Item 7. Financial Statements and Exhibits.

Exhibit 99 News Release dated November 8, 1999.

                    LANCER REPORTS THIRD QUARTER 1999 RESULTS
                  AND WRITEDOWN RELATED TO BRAZILIAN SUBSIDIARY

San Antonio, Texas, November 8, 1999 - Lancer Corporation (AMEX: LAN) reported a
net loss of  $7,081,953  ($0.78 per share) for the quarter  ended  September 30,
1999,  compared to net income of  $1,839,684  ($0.20 per  diluted  share) in the
third  quarter of 1998.  Sales were  $29,182,638  in the third  quarter of 1999,
compared to $36,469,050 in last year's quarter.

For the nine  months  ended  September  30,  1999,  the  Company's  net loss was
$4,180,123  ($0.46 per share) versus net income of $6,114,815 ($0.66 per diluted
share) in the same  period of 1998.  Net sales for the first  three  quarters of
1999 were $103,482,838, down from $109,789,502 last year.

A  decline  in gross  margin  contributed  to the  reduction  in  third  quarter
earnings. Reduced sales and lower production levels negatively affected overhead
absorption rates, which increased cost of sales and decreased profitability.

Because of the continuing poor business conditions in much of Latin America, the
Company  has  further  reduced  the  size of its  Brazilian  operation,  and has
written-off substantially all of its investment in Brazil. The resulting pre-tax
charge to third quarter earnings is $5,955,904.

The Company  has  recorded  tax  benefits  of  $3,279,735  relating to the third
quarter loss.

George F.  Schroeder,  Lancer's  President and CEO,  commented:  "Low demand for
fountain  products  from several of our key  customers  in the United  States in
particular,  and from  Latin  America  and most other  international  markets in
general,  caused a significant decline in our sales. This drop in demand and our
successful  efforts  to  reduce  physical   inventories   combined  to  cause  a
significant  drop in our unit  production.  The lower  production  levels helped
erode our gross  margin from  historical  levels,  further  contributing  to the
earnings pressures we felt in the third quarter."

"This  has  been a  tough  year  for  our  industry,  and  for  Lancer  and  its
shareholders.  Though we expect the  fourth  quarter  to be  seasonally  slow as
usual,  we  believe  industry  conditions  have  bottomed-out.  We enter the new
millennium with  strengthened  operations and strong momentum in our new product
development  efforts.  Our new  Model  600  dispenser  with  modular  volumetric
technology,  our Ice Link ice transport system, dispensers targeting the growing
dual cola market,  and new applications for our frozen beverage  dispensers give
us the potential to advance our business significantly over the coming years."

Lancer  is  a  leading  manufacturer  and  distributor  of  beverage  dispensing
equipment and related parts and  components  serving  customers  worldwide.  The
Company,  headquartered in San Antonio,  Texas, has manufacturing  facilities in
San Antonio, Texas; Adelaide,  Australia; Sao Paulo, Brazil; and Piedras Negras,
Mexico.  Lancer operates  distribution centers in Sydney,  Australia;  Brussels,
Belgium; Quito, Ecuador;  Monterrey,  Mexico; Auckland, New Zealand; and Moscow,
Russia.

Under the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995,  Lancer  cautions  investors  that any  forward-looking  statements  or
projections  made by the Company,  including  those made in this  document,  are
subject  to risks and  uncertainties  that may cause  actual  results  to differ
materially from those projected.  These risks and  uncertainties  include future
market  demand for the Company's  existing  products,  the Company's  ability to
commercialize and successfully  manufacture new products,  and market acceptance
of those new products.


<PAGE>




                       LANCER CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                                     ASSETS

<TABLE>
<CAPTION>

                                                            September, 30                   December 31,
                                                                 1999                           1998
                                                        -----------------------        ------------------------
                                   (Unaudited)
Assets:
<S>                                                               <C>                            <C>
     Cash                                                         $    602,770                   $   1,118,848
     Net receivables                                                19,558,421                      21,106,182
     Total inventories                                              36,563,327                      46,128,697
     Other assets                                                   47,635,425                      44,486,240
                                                        -----------------------        ------------------------
        Total assets                                            $  104,359,943                  $  112,839,967
                                                        =======================        ========================
</TABLE>





                      LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                            September 30,                  December 31,
                                                                 1999                          1998
                                                        -----------------------        ----------------------
                                   (Unaudited)
<S>                                                         <C>                               <C>
Liabilities:
     Accounts payable                                            $   6,885,911                 $   8,854,438
     Debt                                                           40,761,523                    44,662,550
     Other Liabilities                                              10,951,474                    11,065,004
                                                        -----------------------        ----------------------
        Total  liabilities                                       $  58,598,908                 $  64,581,992

Minority interest
                                                                       599,696                             -

Shareholders' equity                                                45,161,339                    48,257,975
                                                        -----------------------        ----------------------
                                                                $  104,359,943                $  112,839,967
                                                        =======================        ======================
</TABLE>




<PAGE>



                       LANCER CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                   (Unaudited)

                                                  Three Months Ended                          Nine Months Ended
                                          September 30,       September 30,          September 30,          September 30,
                                               1999                1998                   1999                  1998
                                        ------------------- -------------------    -------------------    ------------------

<S>                                           <C>                 <C>                   <C>                   <C>
Net sales                                     $ 29,182,638        $ 36,469,050          $ 103,482,838         $ 109,789,502
Cost of sales                                   28,328,664          27,148,651             86,986,644            81,529,792
                                        ------------------- -------------------    -------------------    ------------------
    Gross profit                                   853,974           9,320,399             16,496,194            28,259,710

Selling, general and
   Administrative expenses                       5,673,057           5,175,032             16,221,695            15,393,926

Writedown of Brazilian assets                    5,955,904                   -              5,955,904                     -
                                        ------------------- -------------------    -------------------    ------------------

    Operating (loss) income                   (10,774,987)           4,145,367            (5,681,405)            12,865,784
                                        ------------------- -------------------    -------------------    ------------------

Other (income) expense:
  Interest expense                                 857,615           1,105,812              2,661,868             3,042,420
  Income from joint venture                      (323,938)                   -            (1,851,841)               (16,125)
  Gain on sale of investment                     (895,424)                   -              (895,424)                     -
  Minority interest                               (66,970)                   -               (66,970)                     -
  Other (income) expense, net                       15,418              62,668                 6,770                133,437
                                        ------------------- -------------------    -------------------    ------------------
                                                 (413,299)           1,168,480              (145,597)             3,159,732
                                        ------------------- -------------------    -------------------    ------------------

    (Loss) income before income               (10,361,688)           2,976,887            (5,535,808)             9,706,052
        taxes
                                        ------------------- -------------------    -------------------    ------------------

Income tax (benefit) expense:
  Current                                      (3,075,309)           1,276,550            (1,368,826)             3,224,738
  Deferred                                       (204,426)           (139,347)                 13,141               366,499
                                        ------------------- -------------------    -------------------    ------------------
                                               (3,279,735)           1,137,203            (1,355,685)             3,591,237
                                        ------------------- -------------------    -------------------    ------------------

    Net (loss) earnings                       $(7,081,953)          $1,839,684           $(4,180,123)           $ 6,114,815
                                        =================== ===================    ===================    ==================

Common Shares and
  Equivalents Outstanding:
Basic                                            9,124,509           9,112,304              9,123,252             9,063,394
Diluted                                          9,124,509           9,368,008              9,123,252             9,318,998

(Loss) Earnings Per Share:
Basic                                           $   (0.78)           $    0.20             $   (0.46)             $    0.67
Diluted                                         $   (0.78)           $    0.20             $   (0.46)             $    0.66
</TABLE>


<PAGE>



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.


                                                    LANCER CORPORATION
                                                    (Registrant)



November 9, 1999                                 By: /s/ George F. Schroeder
                                                     George F. Schroeder
                                                     President


November 9, 1999                                 By: /s/ Mark L. Freitas
                                                     Mark L. Freitas
                                                     Vice President - Controller



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