<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 March 31, 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 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 March 31, 1999, there were approximately 41,098,000 shares of common
stock, no par value per share, outstanding.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
Part I. Financial Information
Condensed Consolidated Balance Sheets -
March 31, 1999 and June 30, 1998 3
Condensed Consolidated Statements of Income -
Three Months and Nine Months
Ended March 31, 1999 and 1998 4
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended March 31, 1999 and 1998 5
Notes to Condensed Consolidated Financial Statements 6
Management's Discussion and Analysis of the Results
of Operations and Financial Condition 7-10
Part II. Other Information
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 11
Exhibit 27 - Financial Data Schedule 12
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<PAGE> 3
<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
March 31 June 30
1999 1998
------------ ------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and equivalents $ 17,382,000 $ 23,224,000
Receivables - net of allowance for doubtful accounts 126,503,000 99,870,000
Inventories:
Raw materials and supplies 44,095,000 44,915,000
Finished goods and work in process 115,256,000 130,282,000
------------ ------------
Total inventories 159,351,000 175,197,000
Prepaid expenses and other current assets 13,948,000 13,257,000
------------ ------------
Total current assets 317,184,000 311,548,000
Property, Plant and Equipment - At cost 399,349,000 374,033,000
Less Accumulated Depreciation 222,620,000 203,267,000
------------ ------------
Property, plant and equipment - net 176,729,000 170,766,000
Goodwill - net of accumulated amortization 36,655,000 37,045,000
Other Assets 8,088,000 10,008,000
------------ ------------
Total Assets $538,656,000 $529,367,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt $ 25,520,000 $ 510,000
Accounts payable 42,952,000 41,804,000
Accrued liabilities 43,174,000 34,203,000
------------ ------------
Total current liabilities 111,646,000 76,517,000
Long-Term Debt - Less current portion 3,575,000 29,095,000
Other Noncurrent Liabilities 7,367,000 7,325,000
Deferred Income Taxes 2,962,000 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 March 31, 1999 - no par value -
47,095,892 shares; June 30, 1998
no par value - 47,086,091 shares 50,584,000 50,392,000
Retained earnings 529,504,000 477,587,000
Accumulated other comprehensive income 111,000 98,000
------------ ------------
Total 580,199,000 528,077,000
Less:
Common stock in treasury, at cost
March 31, 1999 - 5,997,903 shares;
June 30, 1998 - 4,332,603 shares 167,093,000 117,514,000
------------ ------------
Total shareholders' equity 413,106,000 410,563,000
------------ ------------
Total Liabilities and Shareholders' Equity $538,656,000 $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 Nine Months Ended
March 31 March 31
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $247,227,000 $237,628,000 $791,897,000 $775,556,000
Cost of Sales 170,708,000 161,378,000 549,827,000 529,106,000
------------ ------------ ------------ ------------
Gross Margin 76,519,000 76,250,000 242,070,000 246,450,000
Selling, General and
Administrative Expenses 40,563,000 39,964,000 126,103,000 127,582,000
------------ ------------ ------------ ------------
Operating Income 35,956,000 36,286,000 115,967,000 118,868,000
Other Income (Expense):
Interest expense (600,000) (637,000) (2,115,000) (1,995,000)
Interest income and
other - net (140,000) 868,000 (53,000) 663,000
------------ ------------ ------------ ------------
Income Before Income Taxes 35,216,000 36,517,000 113,799,000 117,536,000
Taxes Based on Income 13,382,000 13,721,000 43,414,000 44,912,000
------------ ------------ ------------ ------------
Net Income $ 21,834,000 $ 22,796,000 $ 70,385,000 $ 72,624,000
============ ============ ============ ============
Net Income Per Common
Share:
Basic $ .53 $ .53 $1.67 $1.68
Diluted $ .53 $ .53 $1.67 $1.67
Cash Dividends Per Common
Share $ .15 $ .14 $ .44 $ .40
Weighted Average Common
Shares Outstanding:
Basic 41,519,000 43,183,000 42,069,000 43,351,000
Diluted 41,541,000 43,297,000 42,103,000 43,445,000
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<PAGE> 5
<TABLE>
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Nine Months Ended
March 31
1999 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 70,385,000 $ 72,624,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 26,534,000 24,351,000
Deferred income taxes and other noncash charges (2,213,000) (2,360,000)
Gain on sale of property (117,000) (747,000)
Changes in operating assets and liabilities:
Receivables (26,633,000) (17,684,000)
Inventories 16,496,000 8,855,000
Prepaid expenses and other current assets (1,341,000) (1,673,000)
Accounts payable 898,000 10,179,000
Accrued liabilities 8,971,000 (8,556,000)
------------ ------------
Net cash provided by operating activities 92,980,000 84,989,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisitions, net of cash acquired (1,825,000) (19,749,000)
Payments on property additions (26,652,000) (32,919,000)
Proceeds from sale of property 327,000 2,016,000
Other - net (2,320,000) (7,637,000)
------------ ------------
Net cash used in investing activities (30,470,000) (58,289,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock (49,579,000) (18,877,000)
Payment of dividends (18,468,000) (17,318,000)
Payments on long-term debt, including
payment of acquisition debt (510,000) (3,928,000)
Common stock issued upon exercise of stock
options and related tax benefits 192,000 6,251,000
------------ ------------
Net cash used in financing activities (68,365,000) (33,872,000)
------------ ------------
Effect of exchange rate changes on cash 13,000 14,000
------------ ------------
Net change in cash and equivalents (5,842,000) (7,158,000)
Cash and equivalents at beginning of year 23,224,000 32,109,000
------------ ------------
Cash and equivalents at end of period $ 17,382,000 $ 24,951,000
============ ============
SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:
Cash paid during the period for:
Interest $ 2,690,000 $ 2,543,000
============ ============
Income taxes $ 41,079,000 $ 52,084,000
============ ============
</TABLE>
See Notes to Condensed Consolidated Financial Statements
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<PAGE> 6
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 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,
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 March 31, 1999 and
1998, was approximately $21,826,000 and $22,808,000, respectively.
Total comprehensive income year-to-date, as of March 31, 1999 and 1998,
was approximately $70,398,000 and $72,638,000, 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 MARCH 31, 1999 AND 1998
RESULTS OF OPERATIONS
Consolidated net sales of Lancaster Colony Corporation totaled
$791,897,000 for the nine-month period ended March 31, 1999 and represented a 2%
increase over the $775,556,000 in net sales reported for the corresponding
period ended March 31, 1998. Net sales for the three months ended March 31, 1999
of $247,227,000 increased 4% above the comparable 1998 total of $237,628,000.
The Specialty Foods segment has benefited throughout fiscal 1999 from
increased sales to national foodservice accounts as well as from retail growth
provided by the success of recently introduced products. Net sales of the
Glassware and Candles segment have been adversely affected in fiscal 1999 by a
decline in the sales of private label candle products as well as by the effects
of terminating the Company's direct selling of certain glassware products. The
impact of these declines, however, has been mitigated by increased sales of
candle products to mass merchants. Automotive segment sales increased in the
latest three-month period due in part to new OEM programs and improved
aftermarket volumes. For the nine-month period, however, Automotive segment
sales declined as influenced by such factors as the General Motors Corporation
labor strike occurring during mid-1998, the effects of certain original
equipment model changeovers at customer facilities and a more competitive market
for light truck bedliners.
The Company's consolidated gross margin as a percentage of net sales
totaled 30.6% and 31.0% for the respective nine and three months ended March 31,
1999 compared to 31.8% and 32.1% for the corresponding periods of fiscal 1998.
Impacting fiscal 1999 periods were competitive pricing pressures affecting all
segments. Within the Glassware and Candles segment, fiscal 1999 results have
been adversely affected by operating inefficiencies present at one of the
segment's glass manufacturing facilities. Margins of the Automotive segment
within the nine-month period ended March 31 were also impacted by the General
Motors strike, sales mix and the reduced extent to which overhead could be
absorbed on a lower production volume. Higher food commodity costs present
during the latter half of calendar 1998, particularly for soybean oil and cream,
contributed to lower nine-month gross margin percentages within the Specialty
Foods segment. Partially offsetting the foregoing factors was the impact on
fiscal 1998 nine-month results of the rebuild of a glass melting tank in
December 1997.
For the nine- and three-month periods ended March 31, 1999,
consolidated selling, general and administrative expenses totaled $126,103,000
and $40,563,000, respectively, compared to $127,582,000 and $39,964,000 incurred
in the corresponding periods of a year ago. Factors contributing to the decline
in the nine-month amounts were sales mix and certain advertising costs
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<PAGE> 8
incurred during the latter half of calendar 1997 attributable to the
introduction of repackaged pourable salad dressings.
The foregoing factors contributed to operating income totaling
$115,967,000 and $35,956,000 for the respective nine- and three-month periods
ended March 31, 1999 representing a decline of 2% and 1% from the corresponding
fiscal 1998 totals of $118,868,000 and $36,286,000. In the three-month period
ended March 31, 1998, nonrecurring gains were recorded on the sales of real
estate totaling approximately $726,000. These gains contributed to the
fluctuation in the amounts of interest income and other items between comparable
periods and contributed to the declines of 3% and 4% in net income for the
respective nine- and three-month periods ended March 31, 1999 compared to the
corresponding year-ago periods. However, bolstered by the impact of the
Company's share repurchase efforts on weighted average shares outstanding,
fully-diluted earnings per share of $1.67 and $.53 for the nine and three months
ended March 31, 1999 were even with the amounts reported for the comparable
periods of fiscal 1998.
FINANCIAL CONDITION
Net cash provided by operating activities for the nine months ended
March 31, 1999 totaled $92,980,000 compared to $84,989,000 for the nine months
ended March 31, 1998. This fluctuation in cash flows largely results from
relative changes in working capital components. Net working capital declined
from $235,031,000 at June 30, 1998 to $205,538,000 at March 31, 1999. Affecting
this change is the inclusion in the March 31 liabilities of $25,000,000 of
senior notes due February 2000. Consolidated accounts receivable increased
$26,633,000, or 27%, as influenced by the relative strength of shipments in the
last month of the most recent reporting period.
Significant investing activities that have been undertaken since June
30, 1998 included $26,652,000 expended on property additions. The largest
capital expenditure during the current fiscal year was for the construction of a
distribution center for operations of the Specialty Foods segment. Investing
activities for the nine months ended March 31, 1998 included $19,749,000
expended to acquire the Chatham Village crouton business.
The Company's significant financing activities during the nine months
ended March 31, 1999 included $49,579,000 expended for the acquisition of
approximately 1,665,000 shares of Company stock. Shares remaining authorized for
future buyback at March 31, 1999 totaled 1,603,000. Additionally, dividends paid
of $18,468,000 during the current year increased by 7% 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.
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
8 of 12
<PAGE> 9
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, and to keep management apprised thus allowing
potential concerns to be addressed timely. 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 noncompliant business systems with new
third-party software. Generally, the Company has completed the identification
phase and is currently engaged in the implementation and testing phases. Based
on existing plans, it is anticipated that the Company's ongoing efforts to
remediate data processing systems to be Year 2000 compliant will be
substantially completed by the middle of calendar 1999. However, additional
testing of the various systems and programs may continue through the third and
fourth quarter 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 $3.7 million, which include capitalized costs
incurred by the Automotive segment of approximately $2.8 million. The Company
estimates an additional $2.3 million of cost will be incurred, of which
approximately $1.2 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.
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<PAGE> 10
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
will be substantially completed by the third quarter of calendar 1999 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. 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
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.
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 March 31, 1999.
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<PAGE> 11
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: May 10, 1999 BY:/S/John B. Gerlach, Jr.
--------------------------- -------------------------
JOHN B. GERLACH, JR.
Chairman, Chief Executive
Officer and President
Date: May 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 NINE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 17,382
<SECURITIES> 0
<RECEIVABLES> 129,696
<ALLOWANCES> 3,193
<INVENTORY> 159,351
<CURRENT-ASSETS> 317,184
<PP&E> 399,349
<DEPRECIATION> 222,620
<TOTAL-ASSETS> 538,656
<CURRENT-LIABILITIES> 111,646
<BONDS> 3,575
0
0
<COMMON> 50,584
<OTHER-SE> 362,522
<TOTAL-LIABILITY-AND-EQUITY> 538,656
<SALES> 791,897
<TOTAL-REVENUES> 791,897
<CGS> 549,827
<TOTAL-COSTS> 549,827
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,115
<INCOME-PRETAX> 113,799
<INCOME-TAX> 43,414
<INCOME-CONTINUING> 70,385
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 70,385
<EPS-PRIMARY> 1.67
<EPS-DILUTED> 1.67
</TABLE>
