Document
false0000057515 0000057515 2020-02-04 2020-02-04
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): February 4, 2020
 
 
 
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
 
 
 
Ohio
000-04065
13-1955943
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
 
380 Polaris Parkway
Suite 400

Westerville
Ohio
43082
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(614)
224-7141
    
(Former name or former address, if changed since last report.)
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, without par value
LANC
NASDAQ Global Select Market





Item 2.02    Results of Operations and Financial Condition
On February 4, 2020, Lancaster Colony Corporation issued a press release announcing its results for the three and six months ended December 31, 2019. The press release is attached as Exhibit 99.1.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits:
99.1
Press Release dated February 4, 2020
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)







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: February 4, 2020
By: /s/ THOMAS K. PIGOTT    
Thomas K. Pigott
Chief Financial Officer and Assistant Secretary
(Principal Financial and Accounting Officer)



    



INDEX TO EXHIBITS
    
Exhibit Number
 
Description
 
Located at
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
Filed herewith


    
Exhibit

 
 
 
 
Exhibit 99.1
 
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
 
SYMBOL: LANC
February 4, 2020
 
 
 
TRADED: Nasdaq

LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS
WESTERVILLE, Ohio, February 4 - Lancaster Colony Corporation (Nasdaq: LANC) today reported results for the company’s fiscal second quarter ended December 31, 2019. Highlights for the quarter are as follows:
Consolidated net sales increased 1.6% to a second quarter record $355.1 million versus $349.6 million last year.
Consolidated gross profit grew $8.5 million, or 9.3%, to $99.9 million driven by our cost savings programs, lower commodity costs, improved net price realization and a more favorable Foodservice segment sales mix.
Retail net sales were flat at $186.2 million compared to $186.3 million in the prior year. Retail net sales benefited from favorable net price realization in addition to increased sales of frozen garlic bread and continued volume gains for shelf-stable dressings and sauces sold under license agreements. Notable offsets to Retail growth included reduced sales of our Marzetti® caramel dips and produce dressings that were impacted by the timing of shipments between the first and second quarter.
Foodservice net sales grew 3.4% to $168.9 million. Excluding all sales resulting from the November 16, 2018 acquisition of Omni Baking Company, Foodservice net sales improved 2.0% driven by higher sales of our branded products and continued growth for Bantam Bagels. Omni Baking sales attributed to a temporary supply agreement totaled $6.3 million in the current-year quarter compared to $3.8 million in the prior-year quarter.
SG&A expenses increased $5.9 million to $45.7 million primarily driven by $4.9 million in spend for our ERP initiative.
Consolidated operating income declined $7.1 million to $54.1 million as influenced by the current year’s $4.9 million in ERP expenses and the prior year’s favorable $9.7 million non-cash reduction to the contingent consideration for Angelic Bakehouse, Inc. (“AB Adjustment”). Retail segment operating income declined $5.8 million to $39.0 million as the entire $9.7 million AB Adjustment was included in the segment’s prior-year results. Foodservice segment operating income increased $4.0 million to $23.4 million.
                                

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Net income declined $4.5 million to $43.4 million. Current-year ERP expenses decreased net income by $3.7 million and the AB Adjustment increased prior-year net income by $7.4 million.
Net income per diluted share decreased $0.15 to $1.58. Current-year ERP expenses reduced net income per diluted share by $0.14 and the AB Adjustment increased prior-year net income per diluted share by $0.27.
The regular quarterly cash dividend paid on December 31, 2019 was $0.70 per share, an 8% increase over last year’s $0.65 per share. The company’s balance sheet remained debt free on December 31, 2019 with $202.2 million in cash and equivalents.
For the six months ended December 31, 2019, net sales increased 3.9% to $692.2 million compared to $666.2 million a year ago. Net income for the six-month period totaled $84.2 million, or $3.06 per diluted share, versus the prior-year amount of $86.9 million, or $3.15 per diluted share. In the current-year period, spend for the ERP initiative decreased net income by $5.8 million, or $0.21 per diluted share, and restructuring and impairment charges reduced net income by $0.7 million, or $0.02 per diluted share. The AB Adjustment increased prior-year net income by $7.4 million, or $0.27 per diluted share.
CEO David A. Ciesinski commented, “We were pleased to report another quarter of record sales and strong gross margin improvement. Cost-saving initiatives in strategic procurement, transportation and distribution along with lower commodity costs and improved net price realization helped drive our consolidated gross margin up 200 basis points to 28.1%.”
“Looking ahead to the second half of our fiscal year, we will remain focused on our core strategic initiatives to grow our base business and reduce costs throughout our supply chain. We are also very excited to share that in the coming months we will be launching new products sold to the retail channel under license agreements with a growing number of our national chain restaurant customers. Finally, our ERP initiative is progressing as planned with design phase work well underway and initial deployment expected to commence in the first half of fiscal 2021.”

Conference Call on the Web
The company’s second quarter conference call is scheduled for this morning, February 4, at 10:00 a.m. ET. You may access a live webcast of the call through a link on the company’s Internet home page at www.lancastercolony.com. A replay of the webcast will also be made available on the company website.

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PAGE 3 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS
About the Company
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.
Forward-Looking Statements
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,” “plan,” “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, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in the forward-looking statements. Some of the key factors that could cause actual results to differ materially from those expressed in the forward-looking statements include:
the ability to successfully grow recently acquired businesses;
the extent to which recent and future business acquisitions are completed and acceptably integrated;
difficulties in designing and implementing our new enterprise resource planning system;
cyber-security incidents, information technology disruptions, and data breaches;
price and product competition;
the lack of market acceptance of new products;
the success and cost of new product development efforts;
the potential for loss of larger programs or key customer relationships;
fluctuations in the cost and availability of ingredients and packaging;
the impact of customer store brands on our branded retail volumes;
the reaction of customers or consumers to price increases we may implement;
adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
dependence on contract manufacturers, distributors and freight transporters;
stability of labor relations;
changes in demand for our products, which may result from loss of brand reputation or customer goodwill;
dependence on key personnel and changes in key personnel;
the effect of consolidation of customers within key market channels;
the possible occurrence of product recalls or other defective or mislabeled product costs;
capacity constraints that may affect our ability to meet demand or may increase our costs;
maintenance of competitive position with respect to other manufacturers;
changes in estimates in critical accounting judgments;
the impact of any regulatory matters affecting our food business, including any required labeling changes and their impact on consumer demand;
the outcome of any litigation or arbitration;
efficiencies in plant operations;
adequate supply of skilled labor;
the impact, if any, of certain contingent liabilities associated with our withdrawal from a multiemployer pension plan;
the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs; and
risks related to other factors described under “Risk Factors” in other reports and statements filed by us with the Securities and Exchange Commission, including without limitation our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (available at www.sec.gov).




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PAGE 4 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS

Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update such forward-looking statements, except as required by law. Management believes these forward-looking statements to be reasonable; however, you should not place undue reliance on statements that are based on current expectations.


# # # #
FOR FURTHER INFORMATION:
Dale N. Ganobsik, Vice President, Investor Relations and Treasurer
 
Lancaster Colony Corporation
 
Phone: 614/224‑7141
 
Email: ir@lancastercolony.com

                    

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PAGE 5 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS
LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands except per-share amounts)

 
Three Months Ended 
December 31,
 
Six Months Ended 
December 31,
 
2019
 
2018
 
2019
 
2018
Net sales
$
355,117

 
$
349,581

 
$
692,171

 
$
666,235

Cost of sales
255,228

 
258,189

 
500,174

 
493,644

Gross profit
99,889

 
91,392

 
191,997

 
172,591

Selling, general & administrative expenses
45,747

 
39,842

 
85,202

 
71,921

Change in contingent consideration
64

 
(9,605
)
 
127

 
(9,605
)
Restructuring and impairment charges

 

 
886

 

Operating income
54,078

 
61,155

 
105,782

 
110,275

Other, net
877

 
1,039

 
2,304

 
2,353

Income before income taxes
54,955

 
62,194

 
108,086

 
112,628

Taxes based on income
11,531

 
14,287

 
23,917

 
25,693

Net income
$
43,424

 
$
47,907

 
$
84,169

 
$
86,935

 
 
 
 
 
 
 
 
Net income per common share: (a)
 
 
 
 
 
 
 
Basic
$
1.58

 
$
1.74

 
$
3.06

 
$
3.16

Diluted
$
1.58

 
$
1.73

 
$
3.06

 
$
3.15

 
 
 
 
 
 
 
 
Cash dividends per common share
$
0.70

 
$
0.65

 
$
1.35

 
$
1.25

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
27,443

 
27,435

 
27,443

 
27,429

Diluted
27,489

 
27,566

 
27,503

 
27,540


(a)Based on the weighted average number of shares outstanding during each period.








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PAGE 6 / LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS

LANCASTER COLONY CORPORATION
BUSINESS SEGMENT INFORMATION (Unaudited)
(In thousands)

 
Three Months Ended 
December 31,
 
Six Months Ended 
December 31,
 
2019
 
2018
 
2019
 
2018
NET SALES
 
 
 
 
 
 
 
Retail
$
186,210

 
$
186,302

 
$
352,287

 
$
349,050

Foodservice
168,907

 
163,279

 
339,884

 
317,185

Total Net Sales
$
355,117

 
$
349,581

 
$
692,171

 
$
666,235

 
 
 
 
 
 
 
 
OPERATING INCOME
 
 
 
 
 
 
 
Retail
$
39,017

 
$
44,785

 
$
74,452

 
$
78,733

Foodservice
23,416

 
19,405

 
47,205

 
38,266

Restructuring and Impairment Charges

 

 
(886
)
 

Corporate Expenses
(8,355
)
 
(3,035
)
 
(14,989
)
 
(6,724
)
Total Operating Income
$
54,078

 
$
61,155

 
$
105,782

 
$
110,275


LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)

 
December 31,
2019
 
June 30,
2019
ASSETS
 
 
 
Current assets:
 
 
 
Cash and equivalents
$
202,226

 
$
196,288

Receivables
77,061

 
75,691

Inventories
90,483

 
86,072

Other current assets
10,503

 
10,518

Total current assets
380,273

 
368,569

Net property, plant and equipment
290,971

 
247,044

Other assets
312,459

 
289,786

Total assets
$
983,703

 
$
905,399

LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
86,151

 
$
76,670

Accrued liabilities
47,135

 
43,036

Total current liabilities
133,286

 
119,706

Noncurrent liabilities and deferred income taxes
77,659

 
58,820

Shareholders’ equity
772,758

 
726,873

Total liabilities and shareholders’ equity
$
983,703

 
$
905,399

# # # #


v3.19.3.a.u2
Document and Entity Information
Feb. 04, 2020
Cover page.  
Document Type 8-K
Document Period End Date Feb. 04, 2020
Entity Registrant Name Lancaster Colony Corporation
Entity Incorporation, State or Country Code OH
Entity File Number 000-04065
Entity Tax Identification Number 13-1955943
Entity Address, Address Line One 380 Polaris Parkway
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Westerville
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43082
City Area Code (614)
Local Phone Number 224-7141
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock, without par value
Trading Symbol LANC
Security Exchange Name NASDAQ
Entity Central Index Key 0000057515
Amendment Flag false