FORM 8-K
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Current Report
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Lancaster Colony Corporation
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(Exact name of registrant as specified in its charter)
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Ohio
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000-04065
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13-1955943
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(State or other jurisdiction
of incorporation)
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(Commission
File Number) |
(I.R.S. Employer
Identification No.)
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37 West Broad Street
Columbus, Ohio
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43215
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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614-224-7141
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(Former name or former address, if changed since last report.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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99.1
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Press Release dated October 29, 2015
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99.2
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Description of Common Stock
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Date: October 29, 2015
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By:
/s/DOUGLAS A. FELL
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Exhibit Number
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Description
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Located at
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99.1
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Press Release dated October 29, 2015
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Filed herewith
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99.2
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Description of Common Stock
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Filed herewith
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Exhibit 99.1
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FOR IMMEDIATE RELEASE
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SYMBOL: LANC
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October 29, 2015
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TRADED: Nasdaq
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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%.
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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.
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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.
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Net income was $27.6 million, or $1.01 per diluted share compared to $22.8 million or $.83 per diluted share last year.
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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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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;
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fluctuations in the cost and availability of other raw materials and packaging;
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the reaction of customers or consumers to the effect of price increases we may implement;
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the potential for loss of larger programs or key customer relationships;
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the effect of consolidation of customers within key market channels;
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price and product competition;
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the success and cost of new product development efforts;
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the lack of market acceptance of new products;
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the possible occurrence of product recalls or other defective or mislabeled product costs;
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changes in demand for our products, which may result from loss of brand reputation or customer goodwill;
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maintenance of competitive position with respect to other manufacturers;
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adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
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capacity constraints that may affect our ability to meet demand or may increase our costs;
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dependence on contract manufacturers;
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efficiencies in plant operations;
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stability of labor relations;
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the outcome of any litigation or arbitration;
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the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;
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the ability to successfully grow the Flatout
business;
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the extent to which future business acquisitions are completed and acceptably integrated;
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dependence on key personnel;
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changes in financial markets;
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access to any required financing;
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changes in estimates in critical accounting judgments; and
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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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FOR FURTHER INFORMATION:
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Douglas A. Fell, Vice President, Treasurer and CFO, or
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Dale N. Ganobsik, Director of Investor Relations
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Lancaster Colony Corporation
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Phone: 614/224‑7141
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Email: ir@lancastercolony.com
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Three Months Ended
September 30, |
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2015
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2014
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Net sales
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$
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294,085
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$
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259,987
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Cost of sales
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226,118
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202,563
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Gross margin
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67,967
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57,424
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Selling, general & administrative expenses
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26,079
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22,820
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Operating income
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41,888
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34,604
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Interest income and other – net
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122
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8
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Income before income taxes
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42,010
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34,612
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Taxes based on income
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14,382
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11,851
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Net income
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$
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27,628
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$
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22,761
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Net income per common share:(a)
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Basic and diluted
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$
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1.01
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$
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0.83
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Cash dividends per common share
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$
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0.46
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$
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0.44
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Weighted average common shares outstanding:
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Basic
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27,319
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27,286
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Diluted
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27,344
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27,316
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Three Months Ended
September 30, |
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2015
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2014
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NET SALES
- Specialty Foods
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$
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294,085
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$
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259,987
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OPERATING INCOME
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Specialty Foods
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$
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44,961
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$
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37,499
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Corporate expenses
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(3,073
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(2,895
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)
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Total Operating Income
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$
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41,888
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$
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34,604
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September 30,
2015 |
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June 30,
2015 |
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ASSETS
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Current assets:
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Cash and equivalents
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$
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199,410
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$
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182,202
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Receivables – net of allowance for doubtful accounts
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74,141
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62,437
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Total inventories
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90,155
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77,899
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Deferred income taxes and other current assets
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18,273
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20,460
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Total current assets
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381,979
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342,998
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Net property, plant and equipment
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171,087
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172,311
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Other assets
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198,961
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199,635
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Total assets
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$
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752,027
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$
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714,944
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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Current liabilities:
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Accounts payable
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$
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48,798
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$
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38,823
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Accrued liabilities
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47,694
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35,821
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Total current liabilities
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96,492
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74,644
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Other noncurrent liabilities and deferred income taxes
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58,813
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59,382
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Shareholders’ equity
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596,722
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580,918
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Total liabilities and shareholders’ equity
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$
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752,027
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$
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714,944
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•
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permit the issuance of preferred stock in series by action of the board of directors;
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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;
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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
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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;
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divide the board of directors into three classes serving staggered three-year terms;
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provide that directors may be removed from office only for cause; and
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do not provide for cumulative voting rights for the election of directors.
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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;
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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
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the business combination results in shareholders, other than the interested shareholder, receiving a fair price plus interest for their shares.
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