<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
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 Identification No.)
incorporation or organization)
37 WEST BROAD STREET, COLUMBUS, OHIO 43215
(Address of principal executive offices)
(Zip Code)
614-224-7141
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of December 31, 1998, there were approximately 41,807,000 shares of common
stock, no par value per share, outstanding.
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<PAGE> 2
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
<TABLE>
INDEX
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
Condensed Consolidated Balance Sheets -
December 31, 1998 and June 30, 1998 3
Condensed Consolidated Statements of Income -
Three Months and Six Months
Ended December 31, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended December 31, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of the Results
of Operations and Financial Condition 7-9
Part II. Other Information
Item 4 - Submission of Matters to a Vote of
Security Holders 9
Item 6 - Exhibits and Reports on Form 8-K 9
Signatures 10
Exhibit 27 - Financial Data Schedule 11
</TABLE>
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<PAGE> 3
<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
December 31 June 30
1998 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ 7,121,000 $ 23,224,000
Receivables - net of allowance for doubtful accounts 140,308,000 99,870,000
Inventories:
Raw materials and supplies 45,481,000 44,915,000
Finished goods and work in process 109,874,000 130,282,000
------------ ------------
Total inventories 155,355,000 175,197,000
Prepaid expenses and other current assets 14,454,000 13,257,000
------------ ------------
Total current assets 317,238,000 311,548,000
Property, Plant and Equipment - At cost 390,535,000 374,033,000
Less Accumulated Depreciation 216,158,000 203,267,000
------------ ------------
Property, plant and equipment - net 174,377,000 170,766,000
Goodwill - net of accumulated amortization 37,075,000 37,045,000
Other Assets 9,656,000 10,008,000
------------ ------------
Total Assets $538,346,000 $529,367,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 520,000 $ 510,000
Accounts payable 39,659,000 41,804,000
Accrued liabilities 41,876,000 34,203,000
------------ ------------
Total current liabilities 82,055,000 76,517,000
Long-Term Debt - Less current portion 28,575,000 29,095,000
Other Noncurrent Liabilities 7,353,000 7,325,000
Deferred Income Taxes 2,783,000 5,867,000
Shareholders' Equity:
Preferred stock - authorized 3,050,000 shares
issuable in series; Class A - $1.00 par value,
authorized 750,000 shares; Class B and C -
no par value, authorized 1,150,000 shares each;
outstanding - none
Common stock - authorized 75,000,000 shares;
issued December 31, 1998 - no par value -
47,086,616 shares; June 30, 1998 -
no par value - 47,086,091 shares 50,408,000 50,392,000
Retained earnings 513,875,000 477,587,000
Accumulated other comprehensive income 119,000 98,000
------------ ------------
Total 564,402,000 528,077,000
Less:
Common stock in treasury, at cost
December 31, 1998 - 5,280,103 shares;
June 30, 1998 - 4,332,603 shares 146,822,000 117,514,000
------------ ------------
Total shareholders' equity 417,580,000 410,563,000
------------ ------------
Total Liabilities and Shareholders' Equity $538,346,000 $529,367,000
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<PAGE> 4
<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $300,590,000 $300,754,000 $544,670,000 $537,928,000
Cost of Sales 208,306,000 205,708,000 379,119,000 367,728,000
------------ ------------ ------------ ------------
Gross Margin 92,284,000 95,046,000 165,551,000 170,200,000
Selling, General and
Administrative Expenses 46,156,000 47,400,000 85,540,000 87,618,000
------------ ------------ ------------ ------------
Operating Income 46,128,000 47,646,000 80,011,000 82,582,000
Other Income (Expense):
Interest expense (866,000) (701,000) (1,515,000) (1,358,000)
Interest income and
other - net 48,000 (58,000) 87,000 (205,000)
------------ ------------ ------------ ------------
Income Before Income Taxes 45,310,000 46,887,000 78,583,000 81,019,000
Taxes Based on Income 17,097,000 17,920,000 30,032,000 31,191,000
------------ ------------ ------------ ------------
Net Income $ 28,213,000 $ 28,967,000 $ 48,551,000 $ 49,828,000
============ ============ ============ ============
Net Income Per Common
Share:
Basic $ .67 $ .67 $1.15 $1.15
Diluted $ .67 $ .67 $1.15 $1.14
Cash Dividends Per Common
Share $ .150 $ .133 $ .290 $ .260
Weighted Average Common
Shares Outstanding:
Basic 42,136,000 43,351,000 42,344,000 43,434,000
Diluted 42,160,000 43,439,000 42,384,000 43,518,000
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
December 31
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 48,551,000 $ 49,828,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 17,593,000 15,774,000
Deferred income taxes and other noncash charges (2,406,000) (3,640,000)
(Gain) loss on sale of property (120,000) 55,000
Changes in operating assets and liabilities:
Receivables (40,438,000) (31,543,000)
Inventories 20,492,000 22,090,000
Prepaid expenses and other current assets (1,847,000) (2,120,000)
Accounts payable (2,395,000) 8,972,000
Accrued liabilities 7,673,000 3,881,000
------------ ------------
Net cash provided by operating activities 47,103,000 63,297,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired (1,825,000) (19,749,000)
Payments on property additions (17,265,000) (22,162,000)
Proceeds from sale of property 314,000 149,000
Other - net (2,386,000) (4,451,000)
------------ ------------
Net cash used in investing activities (21,162,000) (46,213,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (29,308,000) (13,773,000)
Payment of dividends (12,263,000) (11,267,000)
Payments on long-term debt, including
payment of acquisition debt (510,000) (3,928,000)
Common stock issued upon exercise of stock
options including related tax benefits 16,000 2,162,000
------------ ------------
Net cash used in financing activities (42,065,000) (26,806,000)
------------ ------------
Effect of exchange rate changes on cash 21,000 2,000
------------ ------------
Net change in cash and equivalents (16,103,000) (9,720,000)
Cash and equivalents at beginning of year 23,224,000 32,109,000
------------ ------------
Cash and equivalents at end of period $ 7,121,000 $ 22,389,000
============ ============
SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:
Cash paid during the period for:
Interest $ 1,518,000 $ 1,376,000
============ ============
Income taxes $ 19,517,000 $ 27,186,000
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED DECEMBER 31, 1998 AND 1997
(1) The interim condensed consolidated financial statements are unaudited
but, in the opinion of management, reflect all adjustments necessary
for a fair presentation of the results of operations and financial
position for such periods. All such adjustments reflected in the
interim condensed consolidated financial statements are considered to
be of a normal recurring nature. The results of operations for any
interim period are not necessarily indicative of results for the full
year. Accordingly, these financial statements should be read in
conjunction with the financial statements and notes thereto contained
in the Company's annual report on Form 10-K for the year ended June 30,
1998.
(2) Effective July 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income." SFAS No. 130 is effective for the Company's fiscal year
beginning July 1, 1998 including interim periods and requires
reclassification of financial statements for earlier periods presented
for comparative purposes. Accordingly, comprehensive income data has
been presented in accordance with SFAS No. 130 in the accompanying
condensed consolidated financial statements. Under SFAS No. 130, the
Company is required to classify items of other comprehensive income by
their nature in a financial statement and display the accumulated
balance of other comprehensive income separately from retained earnings
and additional paid-in-capital in the equity section of the condensed
consolidated balance sheet. The only component of other comprehensive
income for the Company is foreign currency translation adjustments.
Total comprehensive income quarter-to-date, as of December 31, 1998 and
1997, was approximately $28,207,000 and $28,974,000, respectively.
Total comprehensive income year-to-date, as of December 31, 1998 and
1997, was approximately $48,572,000 and $49,830,000, respectively.
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<PAGE> 7
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE PERIODS ENDED DECEMBER 31, 1998 AND 1997
RESULTS OF OPERATIONS
For the six months ended December 31, 1998, the consolidated net sales
of Lancaster Colony Corporation totaled $544,670,000, reflecting a 1% increase
from the fiscal 1998 comparable total of $537,928,000. Net sales of $300,590,000
for the three months ended December 31, 1998 were essentially level with the
comparable fiscal 1998 total of $300,754,000.
Net sales of the Specialty Foods segment increased during the fiscal
1999 periods as such sales benefited from the sales of recently introduced
products, cost-driven price increases and a growth in sales made to national
foodservice accounts. The Glassware and Candles segment experienced lower sales
in the current year due to a significant reduction in sales made to one private
label candle customer. This decline was partially offset by greater sales of
branded candle products to mass merchants. Net sales of the Automotive segment
also declined during both of the current year periods presented as such sales
were adversely affected by the mid-summer strike at General Motors, the impact
of certain original equipment model changeovers and a generally lackluster
aftermarket environment.
The consolidated gross margin as a percentage of sales totaled 30.4%
and 30.7% for the respective six and three months ended December 31, 1998
relative to 31.6% for the prior year comparable periods. Margins of the
Specialty Foods segment were reduced by higher raw material costs, particularly
soybean oil and cream, as well as by a less favorable sales mix. Within the
Automotive segment, margins were adversely affected by the effects of the strike
at General Motors, sales mix and the reduced extent to which overhead could be
absorbed on a lower production volume. Additionally, competitive pricing
pressures have affected margins in both the Automotive and the Glassware and
Candles segment. Partially offsetting the preceding factors was the adverse
impact on the prior year results of the unabsorbed overhead associated with a
major rebuild of a glass-melting tank.
Consolidated selling, general and administrative expenses totaled
$85,540,000 and $46,156,000 for the respective six and three-month periods ended
December 31, 1998. These totals decreased from the comparable year-ago totals of
$87,618,000 and $47,400,000 by 2% and 3%, respectively. Among factors
contributing to this decline was the overall sales mix and the inclusion in the
prior year operating results of certain advertising costs incurred to support
the rollout of repackaged pourable salad dressings.
Overall, consolidated operating income and net income for each of the
current year periods declined 3% from the comparable periods of 1997. However,
fully diluted earnings per share of $1.15 and $.67 for the six and three months
ended December 31, 1998 were at least even with the $1.14 and $.67 per share
reported for the comparable periods last year, reflecting the impact of the
Company's share repurchase efforts on weighted average shares outstanding.
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<PAGE> 8
FINANCIAL CONDITION
Net cash provided by operating activities for the six months ended
December 31, 1998 totaled $47,103,000 compared to $63,297,000 for the six months
ended December 31, 1997. This fluctuation in cash flows largely results from
relative changes in working capital components. Net working capital remained
relatively level and totaled $235,183,000 at December 31, 1998 compared to
$235,031,000 at June 30, 1998. Seasonal shipping patterns contributed to the
$40,438,000 increase in net accounts receivable since June 30 as well as a
$20,492,000 reduction in inventories.
Significant investing activities that have been undertaken since June
30, 1998 included $17,265,000 expended on property additions. The six months
ended December 31, 1997 included $19,749,000 expended to acquire the Chatham
Village crouton business.
The Company's significant financing activities during the six months
ended December 31, 1998 included $29,308,000 expended for the acquisition of
approximately 947,000 shares of treasury stock. Additionally, dividends paid of
$12,263,000 during this period increased by 9% primarily as a result of a higher
stated dividend rate being paid on common shares. Management anticipates that
cash provided from operations and the currently available lines of credit will
be adequate to meet the Company's foreseeable cash requirements over the
remainder of fiscal 1999.
The Company continues to work through the challenges the Year 2000
raises. The "Year 2000" challenges arise as a result of many automated
calculations being written in computer code which do not properly recognize
dates after 1999. Problems associated with this issue can occur not only on
"mainframe" applications, but also with such devices as personal computers,
telecommunication equipment and programmable logic controllers associated with
certain manufacturing equipment. Without correction, it is possible that
business and operational functions that rely on this improper code could fail
and cause significant business disruption and loss.
The Company is using a combination of internal and external resources
to assist the Company through a multiphased concurrent approach, which
encompasses identification, implementation and testing phases, to address the
associated Year 2000 issues. As discussed in the "Year 2000" section of the
Management's Discussion and Analysis contained within the Annual Report to
Shareholders for the fiscal year ended June 30, 1998, generally, the Company has
completed the identification phase and is currently engaged in the
implementation and testing phases. Consistent with the year end disclosure, it
is anticipated that the Company's ongoing efforts to remediate data processing
systems to be Year 2000 compliant will be completed by the middle of calendar
1999.
The most significant data processing expenditures are being made within
the Company's Automotive segment. This segment is in the process of implementing
comprehensive new third party software and hardware with Year 2000 compliance
being regarded as one of several resulting benefits. The Company's aggregate
costs to date are approximately $3.4 million, which include capitalized costs
incurred by the Automotive segment of approximately $2.6 million. The Company
estimates an additional $2.6 million of cost will be incurred, of which
approximately $1.6 million will relate to the Automotive segment's data
processing project. Expenditures associated with making changes to existing
systems for Year 2000 compliance are being expensed as incurred. Costs
associated with the Company's
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<PAGE> 9
efforts, both incurred and planned, are not believed to be material to the
Company's consolidated results of operations, liquidity and financial condition.
Due to the nature of the Company's efforts, actual costs could vary
significantly from that currently anticipated and there are no guarantees
regarding the timing or efficacy of completion.
The Company continues to assess its Year 2000 exposure with respect to
non-IT systems, which are date dependent, but is not currently aware of any
significant deficiencies. There can be no assurances, however, that such
deficiencies do not exist. Another risk currently being addressed by the Company
is that significant customers and suppliers of the Company could fail to become
fully Year 2000 compliant. The Company continues to make inquiries of its
significant suppliers as to their Year 2000 readiness. It is believed that these
inquiries will become increasingly more meaningful as the year 2000 approaches.
Regardless, there can be no assurance that the data processing and non-IT
systems utilized by these other companies will become Year 2000 compliant on a
timely basis. The impact of noncompliance is not currently estimable, but it is
possible that significant failures could have a material adverse effect on the
Company's operations. Management will continue to diligently monitor Year 2000
efforts both internally and externally and, as needed, will develop contingency
plans to address exposures, if any, as they become better clarified. The costs
and business implications which might be associated with the adoption of any
such contingency plan is not estimable but could be significant.
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
The registrant held its annual meeting of the shareholders on November
16, 1998. Proxies for the meeting were solicited pursuant to Section 14(a) of
the Securities Exchange Act of 1934. There were no matters discussed or voted
upon at the annual meeting, except for the election of the following three
directors whose term will expire in 2001:
<TABLE>
<CAPTION>
Shares Shares
Voted Shares Not
"For" "Withheld" Voted
---------- ---------- ---------
<S> <C> <C> <C>
John L. Boylan 35,987,852 257,249 6,194,412
Henry M. O'Neill, Jr. 35,972,402 272,699 6,194,412
Zuheir Sofia 35,558,617 686,484 6,194,412
</TABLE>
As of November 16, 1998, the following individuals also continued to
serve as directors of the registrant:
Kerrii B. Anderson Morris S. Halpern
Robert L. Fox Robert S. Hamilton
John B. Gerlach, Jr. Edward H. Jennings
Item 6 - Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibit 27 - Financial Data Schedule.
(b) Reports on Form 8-K - There were no reports filed on Form 8-K for the
three months ended December 31, 1998.
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<PAGE> 10
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 thereunto duly authorized.
LANCASTER COLONY CORPORATION
Date: February 10, 1999 BY:/S/John B. Gerlach, Jr.
--------------------------- -----------------------
JOHN B. GERLACH, JR.
Chairman, Chief Executive
Officer and President
Date: February 10, 1999 BY:/S/John L. Boylan
--------------------------- -----------------
JOHN L. BOYLAN
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED BALANCE SHEET AND STATEMENT OF INCOME FOR
THE SIX MONTHS ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 7,121
<SECURITIES> 0
<RECEIVABLES> 143,306
<ALLOWANCES> 2,998
<INVENTORY> 155,355
<CURRENT-ASSETS> 317,238
<PP&E> 390,535
<DEPRECIATION> 216,158
<TOTAL-ASSETS> 538,346
<CURRENT-LIABILITIES> 82,055
<BONDS> 28,575
0
0
<COMMON> 50,408
<OTHER-SE> 367,172
<TOTAL-LIABILITY-AND-EQUITY> 538,346
<SALES> 544,670
<TOTAL-REVENUES> 544,670
<CGS> 379,119
<TOTAL-COSTS> 379,119
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,515
<INCOME-PRETAX> 78,583
<INCOME-TAX> 30,032
<INCOME-CONTINUING> 48,551
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,551
<EPS-PRIMARY> 1.15
<EPS-DILUTED> 1.15
</TABLE>
