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): October 29, 2015
 
 
 
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.)
 
 
37 West Broad Street
Columbus, Ohio
 
43215
(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:
o   
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02    Results of Operations and Financial Condition
On October 29, 2015, Lancaster Colony Corporation (the “Company”) issued a press release announcing its results for the three months ended September 30, 2015. The press release is attached as Exhibit 99.1.
Item 8.01      Other Events.
The Description of Common Stock set forth in Exhibit 99.2 is being filed for the purpose of providing an updated description of the common stock of the Company. The Description of Common Stock set forth in Exhibit 99.2 is incorporated herein by reference, modifies and supersedes any prior description of the common stock of the Company in any registration statement or report filed with the Securities and Exchange Commission (the “Commission”) and will be available for incorporation by reference into certain of the Company’s filings with the Commission pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and forms promulgated thereunder.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits:
99.1
Press Release dated October 29, 2015
99.2
Description of Common Stock







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: October 29, 2015
By: /s/DOUGLAS A. FELL    
Douglas A. Fell
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial and Accounting Officer)

    



INDEX TO EXHIBITS
    
Exhibit Number
 
Description
 
Located at
99.1
 
Press Release dated October 29, 2015
 
Filed herewith
99.2
 
Description of Common Stock
 
Filed herewith


    

 
 
 
 
Exhibit 99.1
 
 
 
 
 
FOR IMMEDIATE RELEASE
 
 
 
SYMBOL: LANC
October 29, 2015
 
 
 
TRADED: Nasdaq

LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS
COLUMBUS, Ohio, October 29 - Lancaster Colony Corporation (Nasdaq: LANC) today reported results for the company’s first fiscal quarter ended September 30, 2015 . Highlights for the quarter are as follows:
Net sales increased 13.1% to $294.1 million versus $260.0 million last year. Excluding sales contributed by the Flatout ® flatbread business acquired in March 2015, net sales increased 8.6%.
Both the retail and foodservice channels contributed to sales growth, with retail volumes driven higher by the addition of Flatout along with gains in certain product lines including Marzetti ® Simply Dressed ® refrigerated dressings, New York BRAND ® croutons and salad toppings and Olive Garden ® retail dressings. The recently-introduced Avocado and Sriracha Ranch dressing flavors helped to raise sales in the Simply Dressed product line as did new Zesty Italian and Really Ranch Texas Toast crouton offerings for the New York BRAND croutons and salad toppings category. In the foodservice channel, sales volumes rose as demand from national chain restaurants remained strong.
Operating income increased 21% to $41.9 million on the growth in net sales, improved operating efficiencies, reduced placement costs for new products and lower coupon expenses partially offset by higher egg costs attributed to the avian influenza outbreak in the U.S. Pricing helped to reduce the impact of the higher egg costs while other ingredient costs were modestly favorable, particularly soybean oil and dairy-based ingredients. Also recall that in the prior year quarter, operating margins were pressured by higher costs attributed to capacity constraints in dressing and sauce manufacturing.
Net income was $27.6 million, or $1.01 per diluted share compared to $22.8 million or $.83 per diluted share last year.
The regular quarterly cash dividend was continued at the higher level of $.46 per share set in November 2014. The company’s balance sheet remained debt free on September 30, 2015 with $199.4 million in cash and equivalents.




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PAGE 2 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

Chairman and CEO John B. Gerlach, Jr. commented, “We were certainly pleased with the record first quarter sales and operating income performance. Looking forward to our fiscal second quarter, we will maintain our focus on innovation efforts to support organic sales growth with Marzetti Vineyard Dressings and Marzetti Veggie Drizzle TM among our new retail products with expanding distribution. High egg costs remain a concern at this point, with pricing actions helping to offset some of that impact. Excluding eggs, commodity costs are expected to remain modestly favorable in the second quarter. We also anticipate an uptick in marketing and promotional costs in support of our retail brands and new product introductions in the coming quarters, with some notable emphasis planned for our Sister Schubert's product line in the fiscal second quarter.”
Conference Call on the Web
The company’s first quarter conference call is scheduled for this morning, October 29 , at 10:00 a.m. ET. You may access the call through a live webcast by using the link provided on the company’s Internet home page at www.lancastercolony.com . Replays of the webcast will be made available on the company website.
About the Company
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice markets.
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 potential for another large outbreak of avian influenza in the U.S. and the resulting fluctuations in the cost and availability of egg-based ingredients;
fluctuations in the cost and availability of other raw materials and packaging;
the reaction of customers or consumers to the effect of price increases we may implement;
the potential for loss of larger programs or key customer relationships;
the effect of consolidation of customers within key market channels;
price and product competition;
the success and cost of new product development efforts;
the lack of market acceptance of new products;
the possible occurrence of product recalls or other defective or mislabeled product costs;
changes in demand for our products, which may result from loss of brand reputation or customer goodwill;
maintenance of competitive position with respect to other manufacturers;


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PAGE 3 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS
adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
capacity constraints that may affect our ability to meet demand or may increase our costs;
dependence on contract manufacturers;
efficiencies in plant operations;
stability of labor relations;
the outcome of any litigation or arbitration;
the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;
the ability to successfully grow the Flatout business;
the extent to which future business acquisitions are completed and acceptably integrated;
dependence on key personnel;
changes in financial markets;
access to any required financing;
changes in estimates in critical accounting judgments; 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).     
    
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:
Douglas A. Fell, Vice President, Treasurer and CFO, or
 
Dale N. Ganobsik, Director of Investor Relations
 
Lancaster Colony Corporation
 
Phone: 614/224‑7141
 
Email: ir@lancastercolony.com





















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PAGE 4 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS
LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands except per-share amounts)

 
Three Months Ended 
 September 30,
 
2015
 
2014
Net sales
$
294,085

 
$
259,987

Cost of sales
226,118

 
202,563

Gross margin
67,967

 
57,424

Selling, general & administrative expenses
26,079

 
22,820

Operating income
41,888

 
34,604

Interest income and other – net
122

 
8

Income before income taxes
42,010

 
34,612

Taxes based on income
14,382

 
11,851

Net income
$
27,628

 
$
22,761

 
 
 
 
Net income per common share:(a)
 
 
 
Basic and diluted
$
1.01

 
$
0.83

 
 
 
 
Cash dividends per common share
$
0.46

 
$
0.44

 
 
 
 
Weighted average common shares outstanding:
 
 
 
Basic
27,319

 
27,286

Diluted
27,344

 
27,316


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











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PAGE 5 / LANCASTER COLONY REPORTS FIRST QUARTER SALES AND EARNINGS

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

 
Three Months Ended 
 September 30,
 
2015
 
2014
 
 
 
 
NET SALES  - Specialty Foods
$
294,085

 
$
259,987

 
 
 
 
OPERATING INCOME
 
 
 
   Specialty Foods
$
44,961

 
$
37,499

   Corporate expenses
(3,073
)
 
(2,895
)
         Total Operating Income
$
41,888

 
$
34,604


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

 
September 30, 
 2015
 
June 30, 
 2015
ASSETS
 
 
 
Current assets:
 
 
 
   Cash and equivalents
$
199,410

 
$
182,202

   Receivables – net of allowance for doubtful accounts
74,141

 
62,437

   Total inventories
90,155

 
77,899

   Deferred income taxes and other current assets
18,273

 
20,460

      Total current assets
381,979

 
342,998

Net property, plant and equipment
171,087

 
172,311

Other assets
198,961

 
199,635

         Total assets
$
752,027

 
$
714,944


LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
   Accounts payable
$
48,798

 
$
38,823

   Accrued liabilities
47,694

 
35,821

      Total current liabilities
96,492

 
74,644

Other noncurrent liabilities and deferred income taxes
58,813

 
59,382

Shareholders’ equity
596,722

 
580,918

         Total liabilities and shareholders’ equity
$
752,027

 
$
714,944


# # # #




Exhibit 99.2
DESCRIPTION OF COMMON STOCK
The following is a description of the rights of the common stock of Lancaster Colony Corporation (the “Company”), related provisions of the Company’s Amended and Restated Articles of Incorporation (the “Articles”), Amended and Restated Regulations (the “Regulations”), and applicable Ohio law. This description is intended as a summary and is qualified in its entirety by, and should be read in conjunction with, the Articles, Regulations and applicable Ohio law.
Authorized Common Stock
The Company is authorized to issue up to 75,000,000 shares of common stock, without par value (the “Common Stock”).
Common Stock
Fully Paid and Nonassessable
All of the outstanding shares of the Company’s Common Stock are fully paid and nonassessable.
Voting Rights
The holders of shares of Common Stock are entitled to one vote per share on all matters to be voted on by such holders. The election of director nominees requires the favorable vote of a plurality of all votes cast by the holders of the Common Stock at a meeting at which a quorum is present. Holders of shares of Common Stock are not entitled to cumulative voting of their shares in elections of directors.
Board Classification
The Company’s board of directors is divided into three classes serving staggered three-year terms.
Dividends
The holders of shares of Common Stock are entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion from funds legally available therefor.
Right to Receive Liquidation Distributions
Upon liquidation, dissolution or winding-up, and after the Company pays or makes adequate provision for all of its known debts and liabilities and subject to any rights that are granted to the holders of any class or series of preferred stock, the holders of shares of Common Stock are entitled to receive pro rata all assets remaining available for distribution to holders of such shares.
No Preemptive or Similar Rights
The Common Stock has no preemptive or other subscription rights, and there are no conversion rights or redemption or sinking fund provisions with respect to such shares of Common Stock.

Anti-Takeover Provisions of the Articles, Regulations and Ohio Law
The following provisions of our Articles, Regulations, and Ohio law may delay or discourage transactions involving an actual or potential change in the Company’s control or change in its management, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our shareholders might otherwise deem to be in their best interests.
Articles and Regulations:
Among other things, the Articles and Regulations:

permit the issuance of preferred stock in series by action of the board of directors;
provide that, except for a vacancy caused by the removal of a director as provided by law or in the Regulations, a vacancy may be filled by a person selected by a majority of the remaining directors then in office;
require that prospective shareholder nominees to the board of directors make certain certifications to the Company, including without limitation concerning arrangements with third parties relating to voting as a director, and con





cerning the nominating shareholder’s ownership position in the Company’s securities;
provide that shareholders seeking to present proposals before a meeting of shareholders or to nominate candidates for election as directors at a meeting of shareholders must provide notice in writing in a timely manner, and also specify requirements as to the form and content of a shareholder’s notice;
divide the board of directors into three classes serving staggered three-year terms;
provide that directors may be removed from office only for cause; and
do not provide for cumulative voting rights for the election of directors.
 
Ohio Business Combination Statute:
Additionally, we are subject to Chapter 1704 of the Ohio Revised Code, which prohibits certain business combinations and transactions between an “issuing public corporation” and an “interested shareholder” for at least three years after the interested shareholder attains 10% ownership of the issuing public corporation, unless the board of directors of the issuing public corporation approves the transaction prior to the interested shareholder attaining such 10% ownership. An “issuing public corporation” is an Ohio corporation with 50 or more shareholders that has its principal place of business, principal executive offices, or substantial assets within the State of Ohio, and as to which no close corporation agreement exists. An “interested shareholder” is a person who, at any time within the three-year period immediately prior to the date on which it is sought to be determined whether the person is an interested shareholder, was the beneficial owner of 10% or more of the shares of a corporation. Examples of transactions regulated by Chapter 1704 include the disposition of assets, mergers and consolidations, voluntary dissolutions, and the transfer of shares.
Subsequent to the three-year period, a transaction subject to Chapter 1704 may take place provided that certain conditions are satisfied, including at least one of the following:
prior to the interested shareholder’s share acquisition date, the board of directors of the issuing public corporation approved the purchase of shares by the interested shareholder;
the transaction is approved by the holders of shares with at least 66 2/3% of the voting power of the corporation (or a different proportion set forth in the articles of incorporation), including at least a majority of the outstanding shares after excluding shares controlled by the interested shareholder; or
the business combination results in shareholders, other than the interested shareholder, receiving a fair price plus interest for their shares.
Ohio Control Bids Statute:
Section 1707.041 of the Ohio Revised Code regulates certain “control bids” for corporations in Ohio with certain concentrations of Ohio shareholders and permits the Ohio Division of Securities to suspend a control bid if certain information is not provided to offerees, the subject corporation and the Ohio Division of Securities. Control bids include the purchase or offer to purchase any equity security of such a corporation from a resident of Ohio if, after the purchase of that security, the offeror would be directly or indirectly the beneficial owner of more than 10% of any class of issued and outstanding equity securities of the corporation. Information that must be provided in connection with a control bid includes, among other things, a statement of any plans or proposals that the offeror, upon gaining control, may have to liquidate the subject corporation, sell its assets, effect a merger or consolidation of the corporation, establish, terminate, convert, or amend employee benefit plans, close any plant or facility of the subject corporation or of any of its subsidiaries or affiliates, change or reduce its work force or the work force of any of its subsidiaries or affiliates, or make any other major change in the corporation’s business, corporate structure, management personnel or policies of employment. A “control bid” does not include an offer to acquire any equity security, or the acquisition of any equity security pursuant to an offer, for the sole account of the offeror, from not more than fifty persons, made in good faith and not for the purpose of avoiding the provisions of Chapter 1707 of the Ohio Revised Code.
Listing
The Common Stock is listed on the NASDAQ Global Select Market under the trading symbol “LANC.”
Transfer Agent and Registrar
American Stock Transfer & Trust Company is the transfer agent and registrar of the Common Stock, but this may change from time to time.