<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 September 30, 1999
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
incorporation or organization) Identification No.)
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 September 30, 1999, there were approximately 40,025,000 shares of
common stock, no par value per share, outstanding.
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<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
INDEX
<CAPTION>
Page No.
--------
<S> <C> <C>
Part I. Financial Information
Condensed Consolidated Balance Sheets -
September 30, 1999 and June 30, 1999 3
Condensed Consolidated Statements of Income -
Three Months Ended September 30, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows -
Three Months Ended September 30, 1999 and 1998 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 6 - Exhibits and Reports on Form 8-K 10
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>
September 30 June 30
1999 1999
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ 5,068,000 $ 18,860,000
Receivables - net of allowance for doubtful accounts 142,197,000 123,268,000
Inventories:
Raw materials and supplies 49,941,000 41,741,000
Finished goods and work in process 137,095,000 127,680,000
------------ ------------
Total inventories 187,036,000 169,421,000
Prepaid expenses and other current assets 18,194,000 16,830,000
------------ ------------
Total current assets 352,495,000 328,379,000
Property, Plant and Equipment - At cost 399,087,000 394,061,000
Less Accumulated Depreciation 224,083,000 218,444,000
------------ ------------
Property, plant and equipment - net 175,004,000 175,617,000
Goodwill - net of accumulated amortization 35,385,000 35,768,000
Other Assets 9,546,000 10,250,000
------------ ------------
Total Assets $572,430,000 $550,014,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 25,520,000 $ 25,520,000
Accounts payable 54,756,000 45,742,000
Accrued liabilities 61,487,000 44,955,000
------------ ------------
Total current liabilities 141,763,000 116,217,000
Long-Term Debt - Less current portion 3,275,000 3,575,000
Other Noncurrent Liabilities 7,090,000 7,081,000
Deferred Income Taxes 6,592,000 8,286,000
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
September 30, 1999 - no par value - 47,125,286 shares;
June 30, 1999 - no par value - 47,107,199 shares 51,402,000 50,912,000
Retained earnings 564,673,000 548,143,000
Accumulated other comprehensive income 106,000 106,000
------------ ------------
Total 616,181,000 599,161,000
Less:
Common stock in treasury, at cost September 30, 1999 -
7,100,050 shares; June 30, 1999 - 6,559,403 shares 202,471,000 184,306,000
------------ ------------
Total shareholders' equity 413,710,000 414,855,000
------------ ------------
Total Liabilities and Shareholders' Equity $572,430,000 $550,014,000
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<CAPTION>
Three Months Ended
September 30
1999 1998
------------ ------------
<S> <C> <C>
Net Sales $260,444,000 $244,080,000
Cost of Sales 181,807,000 170,813,000
------------ ------------
Gross Margin 78,637,000 73,267,000
Selling, General and
Administrative Expenses 41,523,000 39,384,000
------------ ------------
Operating Income 37,114,000 33,883,000
Other Income (Expense):
Interest expense (586,000) (649,000)
Interest income and other - net (36,000) 39,000
------------ ------------
Income Before Income Taxes 36,492,000 33,273,000
Taxes Based on Income 13,919,000 12,935,000
------------ ------------
Net Income $ 22,573,000 $ 20,338,000
============ ============
Net Income Per Common Share:
Basic $ .56 $ .48
Diluted .56 .48
Cash Dividends Per Common Share $ .15 $ .14
Weighted Average Common
Shares Outstanding:
Basic 40,352,000 42,553,000
Diluted 40,437,000 42,607,000
</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>
Three Months Ended
September 30
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 22,573,000 $ 20,338,000
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 8,508,000 8,674,000
Deferred income taxes and other noncash charges (1,685,000) (1,406,000)
(Gain) on sale of property (2,000) (118,000)
Changes in operating assets and liabilities:
Receivables (18,929,000) (30,970,000)
Inventories (17,615,000) (15,757,000)
Prepaid expenses and other current assets (1,364,000) (437,000)
Accounts payable 9,014,000 3,696,000
Accrued liabilities 16,532,000 7,315,000
------------ ------------
Net cash provided by (used in)
operating activities 17,032,000 (8,665,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments on property additions (6,247,000) (9,677,000)
Proceeds from sale of property 24,000 171,000
Other - net (583,000) (1,958,000)
------------ ------------
Net cash used in investing activities (6,806,000) (11,464,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (18,165,000) (13,937,000)
Payment of dividends (6,043,000) (5,957,000)
Net change in short-term bank loans 21,000,000
Payments on long-term debt (300,000) (300,000)
Common stock issued upon exercise of stock
options including related tax benefits 490,000 16,000
------------ ------------
Net cash (used in) provided by
financing activities (24,018,000) 822,000
------------ ------------
Effect of exchange rate changes on cash 27,000
------------ ------------
Net change in cash and equivalents (13,792,000) (19,280,000)
Cash and equivalents at beginning of year 18,860,000 23,224,000
------------ ------------
Cash and equivalents at end of period $ 5,068,000 $ 3,944,000
============ ============
SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:
Cash paid during the period for:
Interest $ 1,153,000 $ 1,209,000
============ ============
Income taxes $ 745,000 $ 765,000
============ ============
</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 SEPTEMBER 30, 1999 AND 1998
(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, 1999.
(2) In 1999, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 131, "Disclosures about Segments of an
Enterprise and Related Information." Management has evaluated its
operations in accordance with SFAS No. 131 and has determined that the
business is separated into three distinct operating and reportable
product categories: "Specialty Foods," "Glassware and Candles" and
"Automotive." Comparative first quarter unaudited results by segment
are as follows:
<TABLE>
Three Months Ended
September 30
(Dollars in Thousands) 1999 1998
----------------------------------------------------------------------
<S> <C> <C>
NET SALES
Specialty Foods $115,632 $107,405
Glassware and Candles 86,643 84,112
Automotive 58,169 52,563
----------------------------------------------------------------------
Total $260,444 $244,080
======================================================================
OPERATING INCOME
Specialty Foods $ 18,765 $ 16,134
Glassware and Candles 17,866 16,898
Automotive 1,847 2,025
Corporate expenses (1,364) (1,174)
----------------------------------------------------------------------
Total $ 37,114 $ 33,883
======================================================================
</TABLE>
(3) In July 1999, the Company adopted Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use," which revised the accounting for software
development costs and SOP 98-5, "Reporting on the Costs of Start-up
Activites," which requires costs of start-up activities to be expensed
as incurred. Adoption of these SOPs had no significant impact on the
Company's financial statements.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
FOR THE PERIODS ENDED SEPTEMBER 30, 1999 AND 1998
<TABLE>
RESULTS OF OPERATIONS
<CAPTION>
Three Months Ended
September 30
(Dollars in Thousands) 1999 1998 % Change
-----------------------------------------------------------------------
<S> <C> <C> <C>
NET SALES
Specialty Foods $115,632 $107,405 7.7%
Glassware and Candles 86,643 84,112 3.0%
Automotive 58,169 52,563 10.7%
-----------------------------------------------------------------------
Total $260,444 $244,080 6.7%
=======================================================================
</TABLE>
As reflected above, consolidated net sales for the three months ended September
30, 1999 increased nearly 7% as a result of growth across each of the Company's
three operating segments. The Specialty Foods segment benefited from increased
sales of both retail and foodservice products with retail volumes being stronger
for several product lines including produce dressings and frozen bread items.
Sales of the Glassware and Candles segment increased 3% as a result of improved
candle sales, particularly to private-label customers. The nearly 11% increase
in Automotive sales was driven by increased demand from original equipment
manufacturers for floor mats and aluminum accessories. A portion of this
increase resulted from the prior year's sales being adversely affected by a
labor strike at General Motors Corporation.
The Company's consolidated gross margin as a percentage of net sales increased
slightly between years and totaled 30.2% for the three months ended September
30, 1999 compared to 30.0% for the corresponding period of fiscal 1999. Higher
sales volumes and reduced food commodity costs, particularly for soybean oil and
cream, benefited margins of the Specialty Foods segment. Within the Glassware
and Candles segment, productivity improvements in manufacturing and distribution
efficiencies resulted in higher candle margins. However, this segment's margins
were adversely affected by operational issues present at glassware manufacturing
facilities. Gross margins of the Automotive segment, although positively
influenced by the higher sales volumes, were constrained due to significant
costs being incurred, including premium freight and overtime premiums, in
meeting the demand from original equipment manufacturers for floor mats.
Consolidated selling, general and administrative costs of $41,523,000 for the
three months ended September 30, 1999 increased 5% over the $39,384,000 incurred
in the comparable period of 1998. This increase was influenced by the increased
sales level achieved for the quarter.
The foregoing factors contributed to consolidated operating income totaling
$37,114,000 for the three-month period ended September 30, 1999, an increase of
10% from the corresponding fiscal 1999 total of $33,883,000. By segment, the
Company's operating income can be summarized as follows:
<TABLE>
<CAPTION>
Three Months Ended
September 30
(Dollars in Thousands) 1999 1998 % Change
-----------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING INCOME
Specialty Foods $18,765 $16,134 16.3%
Glassware and Candles 17,866 16,898 5.7%
Automotive 1,847 2,025 -8.8%
Corporate (1,364) (1,174) 16.2%
-----------------------------------------------------------------------
Total $37,114 $33,883 9.5%
=======================================================================
</TABLE>
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<PAGE> 8
With the effective income tax rate of 38.1% for the quarter ended September 30
being slightly less than the 38.9% in the comparable period of 1998, net income
of $22,573,000 increased 11% over the preceding year's quarterly income of
$20,338,000. Additionally, as influenced by the Company's share repurchase
program, fully diluted earnings per share increased 17% to $.56 for the quarter
compared to $.48 for the quarter ended September 30, 1998.
FINANCIAL CONDITION
Net cash provided by operating activities for the three months ended September
30, 1999 totaled $17,032,000, which was $25,697,000 greater than the $8,665,000
used in the three months ended September 30, 1998. This fluctuation in cash
flows largely results from the increase in net income and relative changes in
working capital components. Net working capital declined from $212,162,000 at
June 30, 1999 to $210,732,000 at September 30, 1999. Affecting this change were
seasonal increases in accounts receivable and inventories offset by a decline in
cash and increases in accruals for accounts payable and accrued income taxes.
Significant investing activities for the first quarter included $6,247,000
expended on property additions. The Company's most significant financing
activities during the three months ended September 30, 1999 included $18,165,000
expended for the acquisition of approximately 539,000 shares of Company stock.
Shares remaining authorized for future buyback at September 30, 1999 totaled
502,000. Additionally, dividends paid of $6,043,000 during the current year
increased by 1% as a result of the effect of a higher stated dividend rate being
paid on common shares. However, much of this effect was offset by the impact of
a reduction in shares outstanding. 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
2000.
YEAR 2000
The "Year 2000" problem arises 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. Lancaster Colony continues
to address and prepare for the consequences that the Year 2000 may have on its
ability to rely on data processing and other automated operational functions
that are date-dependent.
The Company's existing data processing structure is decentralized in nature.
Management has created a Year 2000 team to oversee Year 2000 status at the
various business units. Management believes the Company's business units have
completed an adequate assessment of the internal Year 2000 dependencies relating
to their critical data processing functions. However, there are no assurances
that this process has identified all the existing Year 2000 exposures.
Furthermore, such a failure could result in a materially adverse impact to the
Company although the extent of this impact is not believed to be reasonably
estimable.
The Company is addressing Year 2000 compliance through a multiphased concurrent
approach encompassing identification, implementation and testing phases
utilizing a combination of internal and external resources. Depending on the
business unit's particular circumstance, the manner of resolving the identified
Year 2000 shortcomings has included strategies such as implementing Year 2000
compliant versions of third party software, modifying portions of existing
software and replacing non-compliant business systems with new third party
software. The Company has substantially completed the identification,
implementation and testing phases. However, additional testing of the various
systems and programs may continue through the fourth quarter of calendar 1999.
The most significant data processing expenditures are being made within the
Company's Automotive segment. This segment has substantially completed 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 $4.9 million, which include
capitalized costs incurred by
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the Automotive segment of approximately $3.7 million. The Company estimates an
additional $1.1 million of cost will be incurred, of which approximately $1.0
million will relate to the Automotive segment's data processing project.
Expenditures associated with making changes to existing systems specifically for
Year 2000 compliance are being expensed as incurred. Costs associated with the
Company's 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.
As noted above, the Year 2000 issue may also affect systems ("non-IT systems")
not traditionally identified with information technology. For example,
production machinery, which is dependent on reading the current date, could
become inoperable if the machine's embedded code does not allow for proper
interpretation of a year beyond 1999. The Company continues to address its Year
2000 exposure with respect to non-IT systems. Remediation of non-IT equipment
has been substantially completed, while testing of the various systems and
programs may continue through the fourth quarter of calendar 1999. The Company
is not currently aware of any significant deficiencies. There can be no
assurances, however, that such deficiencies do not exist. The effect of not
resolving these issues on a timely basis could have a materially adverse impact
on the Company.
Another risk presented by the Year 2000 issue is that significant customers and
suppliers of the Company could fail to become fully Year 2000 compliant. This
failure, in turn, could result in a significant adverse effect to the Company's
operations. The Company continues to inquire and correspond with its significant
suppliers as to the state of their Year 2000 readiness. 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 materially 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.
SAFE HARBOR STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:
This Form 10-Q contains forward-looking statements related to future
growth and earnings opportunities. Such statements are based upon
certain assumptions and assessments made by management of the Company
in light of its experience and perception of historical trends, current
conditions, expected future developments and other factors it believes
to be appropriate. Actual results may differ as a result of factors
over which the Company has no control including the strength of the
economy, slower than anticipated sales growth, price and product
competition, and increases in raw materials costs. More detailed
statements regarding significant events which could affect the
Company's financial results are included in the Company's Form 10-K
filed with the Securities and Exchange Commission.
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PART II. OTHER INFORMATION
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 September 30, 1999.
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: November 5, 1999 By: /S/ John B. Gerlach, Jr.
------------------------------ ----------------------------
JOHN B. GERLACH, JR.
Chairman, Chief Executive
Officer and President
Date: November 5, 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 QUARTER ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 5,068
<SECURITIES> 0
<RECEIVABLES> 145,401
<ALLOWANCES> 3,204
<INVENTORY> 187,036
<CURRENT-ASSETS> 352,495
<PP&E> 399,087
<DEPRECIATION> 224,083
<TOTAL-ASSETS> 572,430
<CURRENT-LIABILITIES> 141,763
<BONDS> 3,275
0
0
<COMMON> 51,402
<OTHER-SE> 362,308
<TOTAL-LIABILITY-AND-EQUITY> 572,430
<SALES> 260,444
<TOTAL-REVENUES> 260,444
<CGS> 181,807
<TOTAL-COSTS> 181,807
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 586
<INCOME-PRETAX> 36,492
<INCOME-TAX> 13,919
<INCOME-CONTINUING> 22,573
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,573
<EPS-BASIC> .56
<EPS-DILUTED> .56
</TABLE>
