UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549  
 
Form 10-Q
 
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2015
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 000-04065  
 
 
 
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
Ohio
 
13-1955943
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
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)
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   ý     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ý     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large Accelerated filer
 
ý
Accelerated filer
 
¨
Non-accelerated filer
 
o   (Do not check if a smaller reporting company)
Smaller Reporting Company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes   ¨     No   ý
As of October 22, 2015 , there were 27,365,823 shares of Common Stock, without par value, outstanding.




LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
 

2



PART I – FINANCIAL INFORMATION
 
Item 1. Condensed Consolidated Financial Statements
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share data)
September 30, 
 2015
 
June 30, 
 2015
ASSETS
Current Assets:
 
 
 
Cash and equivalents
$
199,410

 
$
182,202

Receivables (less allowance for doubtful accounts, September-$147; June-$206)
74,141

 
62,437

Inventories:
 
 
 
Raw materials
34,158

 
30,655

Finished goods
55,997

 
47,244

Total inventories
90,155

 
77,899

Deferred income taxes and other current assets
18,273

 
20,460

Total current assets
381,979

 
342,998

Property, Plant and Equipment:
 
 
 
Land, buildings and improvements
113,938

 
113,844

Machinery and equipment
256,789

 
253,143

Total cost
370,727

 
366,987

Less accumulated depreciation
199,640

 
194,676

Property, plant and equipment-net
171,087

 
172,311

Other Assets:
 
 
 
Goodwill
143,788

 
143,788

Other intangible assets-net
47,025

 
47,771

Other noncurrent assets
8,148

 
8,076

Total
$
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
23,694

 
23,654

Deferred Income Taxes
35,119

 
35,728

Commitments and Contingencies

 

Shareholders’ Equity:
 
 
 
Preferred stock-authorized 3,050,000 shares; outstanding-none

 

Common stock-authorized 75,000,000 shares; outstanding – September-27,364,707 shares; June-27,360,581 shares
108,448

 
107,767

Retained earnings
1,234,161

 
1,219,119

Accumulated other comprehensive loss
(9,976
)
 
(10,057
)
Common stock in treasury, at cost
(735,911
)
 
(735,911
)
Total shareholders’ equity
596,722

 
580,918

Total
$
752,027

 
$
714,944

See accompanying notes to condensed consolidated financial statements.

3



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
 
 
Three Months Ended 
 September 30,
(Amounts in thousands, except per share data)
2015
 
2014
Net Sales
$
294,085

 
$
259,987

Cost of Sales
226,118

 
202,563

Gross Margin
67,967

 
57,424

Selling, General and 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:
 
 
 
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

See accompanying notes to condensed consolidated financial statements.


4



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 
 
Three Months Ended 
 September 30,
(Amounts in thousands)
2015
 
2014
Net Income
$
27,628

 
$
22,761

Other Comprehensive Income:
 
 
 
Defined Benefit Pension and Postretirement Benefit Plans:
 
 
 
Amortization of loss, before tax
131

 
100

Amortization of prior service asset, before tax
(1
)
 
(1
)
Total Other Comprehensive Income, Before Tax
130

 
99

Tax Attributes of Items in Other Comprehensive Income:
 
 
 
Amortization of loss, tax
(49
)
 
(36
)
Amortization of prior service asset, tax
—

 
—

Total Tax Expense
(49
)
 
(36
)
Other Comprehensive Income, Net of Tax
81

 
63

Comprehensive Income
$
27,709

 
$
22,824

See accompanying notes to condensed consolidated financial statements.


5



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Three Months Ended 
 September 30,
(Amounts in thousands)
2015
 
2014
Cash Flows From Operating Activities:
 
 
 
Net income
$
27,628

 
$
22,761

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
6,039

 
4,766

Deferred income taxes and other noncash changes
(791
)
 
(1,218
)
Stock-based compensation expense
785

 
811

Excess tax benefit from stock-based compensation
(186
)
 
(167
)
Pension plan activity
(74
)
 
(148
)
Changes in operating assets and liabilities:
 
 
 
Receivables
(11,633
)
 
(5,336
)
Inventories
(12,256
)
 
(4,095
)
Other current assets
2,587

 
7,317

Accounts payable and accrued liabilities
21,212

 
11,227

Net cash provided by operating activities
33,311

 
35,918

Cash Flows From Investing Activities:
 
 
 
Cash paid for acquisition, net of cash acquired
(12
)
 
—

Payments on property additions
(3,360
)
 
(7,940
)
Other-net
(331
)
 
(93
)
Net cash used in investing activities
(3,703
)
 
(8,033
)
Cash Flows From Financing Activities:
 
 
 
Payment of dividends
(12,586
)
 
(12,030
)
Excess tax benefit from stock-based compensation
186

 
167

Net cash used in financing activities
(12,400
)
 
(11,863
)
Net change in cash and equivalents
17,208

 
16,022

Cash and equivalents at beginning of year
182,202

 
211,539

Cash and equivalents at end of period
$
199,410

 
$
227,561

Supplemental Disclosure of Operating Cash Flows:
 
 
 
Cash paid during the period for income taxes
$
2,237

 
$
478

See accompanying notes to condensed consolidated financial statements.


6



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and SEC Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In our opinion, the interim condensed consolidated financial statements 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 our 2015 Annual Report on Form 10-K. Unless otherwise noted, the term “year” and references to a particular year pertain to our fiscal year, which begins on July 1 and ends on June 30; for example, 2016 refers to fiscal 2016 , which is the period from July 1, 2015 to June 30, 2016 .
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation, except for those acquired as part of a business combination, which are stated at fair value at the time of purchase. Purchases of property, plant and equipment included in accounts payable and excluded from the property additions and the change in accounts payable in the Condensed Consolidated Statements of Cash Flows were as follows:  
 
September 30,
 
2015
 
2014
Construction in progress in accounts payable
$
616

 
$
1,081

Earnings Per Share
Earnings per share (“EPS”) is computed based on the weighted average number of shares of common stock and common stock equivalents (restricted stock and stock-settled stock appreciation rights) outstanding during each period. Unvested shares of restricted stock granted to employees are considered participating securities since employees receive nonforfeitable dividends prior to vesting and, therefore, are included in the earnings allocation in computing EPS under the two-class method. Basic EPS excludes dilution and is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing income available to common shareholders by the diluted weighted average number of common shares outstanding during the period, which includes the dilutive potential common shares associated with nonparticipating restricted stock and stock-settled stock appreciation rights.

Basic and diluted net income per common share were calculated as follows:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Net income
$
27,628

 
$
22,761

Net income available to participating securities
(35
)
 
(39
)
Net income available to common shareholders
$
27,593

 
$
22,722

 
 
 
 
Weighted average common shares outstanding – basic
27,319

 
27,286

Incremental share effect from:
 
 
 
Nonparticipating restricted stock
5

 
5

Stock-settled stock appreciation rights
20

 
25

Weighted average common shares outstanding – diluted
27,344

 
27,316

 
 
 
 
Net income per common share – basic and diluted
$
1.01

 
$
0.83


7

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


Reclassifications Out of Accumulated Other Comprehensive Loss
The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Accumulated other comprehensive loss at beginning of period
$
(10,057
)
 
$
(8,061
)
Defined Benefit Pension Plan Items:
 
 
 
Amortization of unrecognized net loss (1)
135

 
107

Postretirement Benefit Plan Items:
 
 
 
Amortization of unrecognized net gain (1)
(4
)
 
(7
)
Amortization of prior service asset (1)
(1
)
 
(1
)
Total other comprehensive income, before tax
130

 
99

Total tax expense
(49
)
 
(36
)
Other comprehensive income, net of tax
81

 
63

Accumulated other comprehensive loss at end of period
$
(9,976
)
 
$
(7,998
)
(1) Included in the computation of net periodic benefit income/cost. See Notes 9 and 10 for additional information.
Significant Accounting Policies
There were no changes to our Significant Accounting Policies from those disclosed in our 2015 Annual Report on Form 10-K.
Recently Issued Accounting Standards
In July 2015, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which requires entities to measure most inventory “at the lower of cost or net realizable value,” thereby simplifying current guidance. Under current guidance an entity must measure inventory at the lower of cost or market, where market is defined as one of three different measures, one of which is net realizable value. The guidance will be effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016. We are currently evaluating this guidance, but do not believe it will have a material impact on our consolidated financial statements.
In May 2014, the FASB issued new accounting guidance for the recognition of revenue under the principle: “Recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” Following a one-year deferral of the effective date, the guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2017 and will require either retrospective application to each prior period presented or retrospective application with the cumulative effect of initially applying the standard recognized at the date of adoption. We are currently evaluating the impact of this guidance.
Recently Adopted Accounting Standards
In September 2015, the FASB issued new accounting guidance which allows entities to prospectively reflect adjustments made to provisional amounts recognized for a business combination during the measurement period. Under the current guidance these adjustments need to be reflected retrospectively as if the accounting had been completed at the acquisition date. The guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 but can be adopted early if financial statements have not been issued. We are adopting this guidance effective July 1, 2015, but it is not expected to have a material impact on our consolidated financial statements.
Note 2 – Acquisition
On March 13, 2015, we acquired all of the issued and outstanding capital stock of Flatout Holdings, Inc. (“Flatout”), a privately owned manufacturer and marketer of flatbread wraps and pizza crusts based in Saline, Michigan. The purchase price, net of cash acquired, was $92.2 million and was funded by cash on hand. Flatout is reported in our Specialty Foods segment, and its results of operations have been included in our consolidated financial statements from the date of acquisition.

8

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


The following preliminary purchase price allocation is based on the fair value of the net assets acquired:
Balance Sheet Captions
Allocation

Receivables
$
2,479

Inventories
3,748

Other current assets
212

Property, plant and equipment
6,937

Goodwill (not tax deductible)
53,948

Other intangible assets
44,000

Current liabilities
(2,445
)
Deferred tax liabilities
(16,651
)
Net assets acquired
$
92,228

Further adjustments may occur to the allocation above as certain tax aspects of the transaction are finalized during the measurement period.
Note 3 – Long-Term Debt
At September 30, 2015 and June 30, 2015 , we had an unsecured credit facility (“Facility”) under which we may borrow, on a revolving credit basis, up to a maximum of $120 million at any one time, with potential to expand the total credit availability to $200 million subject to us obtaining consent of the issuing banks and certain other conditions. The Facility expires on April 18, 2017 , and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the credit agreement, at our option. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. Loans may be used for general corporate purposes. When we have outstanding borrowings under this Facility, they will be classified as long-term debt due to the long-term nature of this Facility.
At September 30, 2015 and June 30, 2015 , we had no borrowings outstanding under this Facility. At September 30, 2015 , we had $4.7 million of standby letters of credit outstanding, which reduced the amount available for borrowing on the Facility. We paid no interest for the three months ended September 30, 2015 and 2014 .
The Facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions. There are two principal financial covenants: an interest expense test that requires us to maintain an interest coverage ratio not less than 2.5 to 1 at the end of each fiscal quarter; and an indebtedness test that requires us to maintain a consolidated leverage ratio not greater than 3 to 1 at all times. The interest coverage ratio is calculated by dividing Consolidated EBIT (as defined more specifically in the credit agreement) by Consolidated Interest Expense (as defined more specifically in the credit agreement), and the leverage ratio is calculated by dividing Consolidated Debt (as defined more specifically in the credit agreement) by Consolidated EBITDA (as defined more specifically in the credit agreement).
Note 4 – Commitments and Contingencies
At September 30, 2015 , we were a party to various claims and litigation matters arising in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in our opinion, their ultimate disposition will not have a material effect on our consolidated financial statements.
Note 5 – Goodwill and Other Intangible Assets
Goodwill attributable to the Specialty Foods segment was $143.8 million at September 30, 2015 and June 30, 2015 .
 
 

9

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


The following table summarizes our identifiable other intangible assets, all included in the Specialty Foods segment:
 
September 30, 
 2015
 
June 30, 
 2015
Tradename (30-year life)
 
 
 
Gross carrying value
$
34,500

 
$
34,500

Accumulated amortization
(623
)
 
(365
)
Net carrying value
$
33,877

 
$
34,135

Trademarks (40-year life)
 
 
 
Gross carrying value
$
370

 
$
370

Accumulated amortization
(225
)
 
(223
)
Net carrying value
$
145

 
$
147

Customer Relationships (10 to 15-year life)
 
 
 
Gross carrying value
$
18,020

 
$
18,020

Accumulated amortization
(9,241
)
 
(8,882
)
Net carrying value
$
8,779

 
$
9,138

Technology / Know-how (10-year life)
 
 
 
Gross carrying value
$
3,900

 
$
3,900

Accumulated amortization
(211
)
 
(114
)
Net carrying value
$
3,689

 
$
3,786

Non-compete Agreements (5-year life)
 
 
 
Gross carrying value
$
600

 
$
600

Accumulated amortization
(65
)
 
(35
)
Net carrying value
$
535

 
$
565

Total net carrying value
$
47,025

 
$
47,771

Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses, was as follows:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Amortization expense
$
746

 
$
236

Total annual amortization expense for each of the next five years is estimated to be as follows:
 
 
2017
$
2,764

2018
$
2,764

2019
$
2,764

2020
$
2,729

2021
$
2,644

Note 6 – Income Taxes
Accrued Federal income taxes of $8.9 million were included in Accrued Liabilities on the Condensed Consolidated Balance Sheet at September 30, 2015 . Prepaid Federal income taxes of $3.8 million were included in Deferred Income Taxes and Other Current Assets at June 30, 2015 . Prepaid state and local income taxes of $0.3 million and $0.6 million were included in Deferred Income Taxes and Other Current Assets at September 30, 2015 and June 30, 2015 , respectively.
The gross tax contingency reserve at September 30, 2015 was $1.5 million and consisted of tax liabilities of $1.0 million and interest and penalties of $0.5 million . We have not classified any of the gross tax contingency reserve at September 30, 2015 as a current liability as none of these amounts are expected to be resolved within the next 12 months. Consequently, the entire liability of $1.5 million was included in other noncurrent liabilities. We expect that the amount of these liabilities will change within the next 12 months; however, we do not expect the change to have a significant effect on our financial position or results of operations. We recognize interest and penalties related to these tax liabilities in income tax expense.

10

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


Note 7 – Business Segment Information
The September 30, 2015 identifiable assets by reportable segment are consistent with that of June 30, 2015 . The following summary of financial information is consistent with the basis of segmentation and measurement of segment profit or loss presented in our June 30, 2015 consolidated financial statements:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Net Sales
$
294,085

 
$
259,987

Operating Income
 
 
 
Specialty Foods
$
44,961

 
$
37,499

Corporate Expenses
(3,073
)
 
(2,895
)
Total
$
41,888

 
$
34,604

Note 8 – Stock-Based Compensation
Our shareholders previously approved the adoption of and subsequent amendments to the Lancaster Colony Corporation 2005 Stock Plan (the “2005 Plan”). The 2005 Plan reserved 2,000,000 common shares for issuance to our employees and directors, and all awards granted under the 2005 Plan were exercisable at prices not less than fair market value as of the date of the grant. The vesting period for awards granted under the 2005 Plan varies as to the type of award granted, but generally these awards have a maximum term of five years . As the 2005 Plan expired in May 2015, we are seeking shareholder approval for adoption of a new equity compensation plan at our November 2015 Annual Meeting of Shareholders. The new plan will not affect any currently outstanding equity awards granted under the 2005 Plan.
In general, varying levels of stock-settled stock appreciation rights (“SSSARs”) and restricted stock awards are granted to certain employees in the third fiscal quarter each year. Restricted stock grants to our nonemployee directors generally occur in the second fiscal quarter each year.
We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification. We record tax benefits and excess tax benefits related to SSSARs and restricted stock awards. These excess tax benefits are included in the financing section of the Condensed Consolidated Statements of Cash Flows.
Stock-Settled Stock Appreciation Rights
We use periodic grants of SSSARs as a vehicle for rewarding certain employees with long-term incentives for their efforts in helping to create long-term shareholder value. We calculate the fair value of SSSARs grants using the Black-Scholes option-pricing model. Our policy is to issue shares upon SSSARs exercise from new shares that had been previously authorized.
 
 
 
 
The following table summarizes our SSSARs compensation expense recorded:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Compensation expense
$
347

 
$
354

 
 
 
 
 
 
 
 
 
 
 
 
At September 30, 2015 , there was $1.5 million of unrecognized compensation expense related to SSSARs that we will recognize over a weighted-average period of 2 years .
Restricted Stock
We use periodic grants of restricted stock as a vehicle for rewarding our nonemployee directors and certain employees with long-term incentives for their efforts in helping to create long-term shareholder value.
 
 
 
 

11

LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)


 
 
 
 
The following table summarizes our restricted stock compensation expense recorded:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Compensation expense
$
438

 
$
457

 
 
 
 
 
 
 
 
At September 30, 2015 , there was $1.7 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of 2 years .
Note 9 – Pension Benefits
We sponsor multiple defined benefit pension plans that covered certain workers under collective bargaining contracts. However, as a result of prior-years’ restructuring activities, for all periods presented, we no longer have any active employees continuing to accrue service cost or otherwise eligible to receive plan benefits. Benefits being paid under the plans are primarily based on negotiated rates and years of service. We contribute to these plans at least the minimum amount required by regulation.
The following table summarizes the components of net periodic benefit income for our pension plans:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Components of net periodic benefit income
 
 
 
Interest cost
$
421

 
$
403

Expected return on plan assets
(630
)
 
(658
)
Amortization of unrecognized net loss
135

 
107

Net periodic benefit income
$
(74
)
 
$
(148
)
For the three months ended September 30, 2015 , we made no pension plan contributions and we do not expect to make any contributions to our pension plans during 2016 .
Note 10 – Postretirement Benefits
We and certain of our operating subsidiaries provide multiple postretirement medical and life insurance benefit plans. We recognize the cost of benefits as the employees render service. Postretirement benefits are funded as incurred.
The following table summarizes the components of net periodic benefit cost for our postretirement plans:
 
Three Months Ended 
 September 30,
 
2015
 
2014
Components of net periodic benefit cost
 
 
 
Service cost
$
7

 
$
8

Interest cost
30

 
27

Amortization of unrecognized net gain
(4
)
 
(7
)
Amortization of prior service asset
(1
)
 
(1
)
Net periodic benefit cost
$
32

 
$
27

For the three months ended September 30, 2015 , we made $29,000 in contributions to our postretirement medical and life insurance benefit plans. We expect to make approximately $0.1 million more in contributions to our postretirement medical and life insurance benefit plans during the remainder of 2016 .

12




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Our fiscal year begins on July 1 and ends on June 30. Unless otherwise noted, references to “year” pertain to our fiscal year; for example, 2016 refers to fiscal 2016 , which is the period from July 1, 2015 to June 30, 2016 .
The following discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto, all included elsewhere in this report. The forward-looking statements in this section and other parts of this report involve risks, uncertainties and other factors, including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements due to these factors. For more information, see the section below entitled “Forward-Looking Statements.”
OVERVIEW
Business Overview
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice markets.
In March 2015 we acquired all of the issued and outstanding capital stock of Flatout Holdings, Inc. (“Flatout”), a privately owned manufacturer and marketer of flatbread wraps and pizza crusts based in Saline, Michigan. The purchase price was $92.2 million, net of cash acquired. This transaction is discussed in further detail in Note 2.
Part of our future growth may result from acquisitions. We continue to review potential acquisitions that we believe will complement our existing product lines, enhance our gross margins and/or offer good expansion opportunities in a manner that fits our overall strategic goals.
Our operations are organized into one reportable segment: “Specialty Foods.” Our sales are predominately domestic.
Our business has the potential to achieve future growth in sales and profitability due to attributes such as:
•
leading retail market positions in several branded products with a high-quality perception;
•
recognized innovation in retail products;
•
a broad customer base in both retail and foodservice accounts;
•
well-regarded culinary expertise among foodservice accounts;
•
recognized leadership in foodservice product development;
•
experience in integrating complementary business acquisitions; and
•
historically strong cash flow generation that supports growth opportunities.
Our goal is to grow both retail and foodservice sales over time by:
•
leveraging the strength of our retail brands to increase current product sales;
•
introducing new retail products and expanding into new channels;
•
growing our foodservice sales through the strength of our reputation in product development and quality; and
•
pursuing acquisitions that meet our strategic criteria.
We have made substantial capital investments to support our existing food operations and future growth opportunities. For example, in 2015 we completed a significant processing capacity expansion at our Horse Cave, Kentucky dressing facility to help meet demand for our dressing products. Based on our current plans and expectations, we believe our capital expenditures for 2016 could total approximately $15 to $20 million . We anticipate we will be able to fund all of our capital needs in 2016 with cash generated from operations.
RESULTS OF CONSOLIDATED OPERATIONS
Net Sales and Gross Margin
 
Three Months Ended 
 September 30,
 
 
 
 
(Dollars in thousands)
2015
 
2014
 
Change
Net Sales
$
294,085

 
$
259,987

 
$
34,098

 
13
%
Gross Margin
$
67,967

 
$
57,424

 
$
10,543

 
18
%
Gross Margin as a Percentage of Net Sales
23.1
%
 
22.1
%
 
 
 
 

13



In March 2015 we acquired Flatout and its results of operations have been included in our consolidated financial statements from the date of acquisition with Flatout contributing $12 million in net sales to our results for the three months ended September 30, 2015 .
Net sales for the three months ended September 30, 2015 in creased 13% . The growth was primarily driven by the contribution from Flatout, as well as increased retail and foodservice volumes on our existing business. Net pricing actions relating to our ingredient cost changes and lower new product placement costs also contributed to our net sales growth. Retail net sales increased 16% during the three months ended September 30, 2015 on the addition of Flatout and higher sales of certain product lines including Olive Garden ® retail dressings, Marzetti ® Simply Dressed ® refrigerated dressings and New York BRAND ® croutons and salad toppings. Foodservice net sales improved 11% as demand from national chain restaurants remained strong. Our overall sales volume, as measured by pounds shipped, improved by 8%. In general, the net impact of higher pricing represented 1% of net sales for the three months ended September 30, 2015 .
Excluding sales contributed by Flatout, net sales increased 9% for the three months ended September 30, 2015 .
Gross margin percentages improved for the three months ended September 30, 2015 due to the benefits of a more favorable retail sales mix, improved operating efficiencies in our dressing and sauce manufacturing, lower new product placement costs and lower soybean oil and dairy-based ingredient costs. These benefits were offset, in part, by higher egg costs attributed to the avian influenza outbreak. Excluding any pricing actions, we estimate total ingredient costs negatively affected our gross margins by nearly 2% of net sales for the quarter.
Selling, General and Administrative Expenses
 
Three Months Ended 
 September 30,
 
 
 
 
(Dollars in thousands)
2015
 
2014
 
Change
SG&A Expenses
$
26,079

 
$
22,820

 
$
3,259

 
14
%
SG&A Expenses as a Percentage of Net Sales
8.9
%
 
8.8
%
 
 
 
 
Selling, general and administrative expenses in creased 14% for the three months ended September 30, 2015 but were consistent as a percentage of net sales for the first quarter of 2016 and 2015 . In general, the in crease in these costs reflects the influence of higher sales volumes and amortization expense attributable to the Flatout intangible assets.
Operating Income
The foregoing factors contributed to consolidated operating income totaling $41.9 million for the three months ended September 30, 2015 . Our operating income can be summarized as follows:
 
Three Months Ended 
 September 30,
 
 
 
 
(Dollars in thousands)
2015
 
2014
 
Change
Operating Income
 
 
 
 
 
 
 
Specialty Foods
$
44,961

 
$
37,499

 
$
7,462

 
20
%
Corporate Expenses
(3,073
)
 
(2,895
)
 
(178
)
 
6
%
Total
$
41,888

 
$
34,604

 
$
7,284

 
21
%
Operating Income as a Percentage of Net Sales
 
 
 
 
 
 
 
Specialty Foods
15.3
%
 
14.4
%
 
 
 
 
Total
14.2
%
 
13.3
%
 
 
 
 

Looking forward, we are entering what is typically our strongest sales quarter due to the holiday impact. We expect continued incremental benefit from our Flatout business, as well as volume-driven growth from both retail and foodservice channels. We anticipate higher marketing and promotional costs in support of our retail brands, especially Sister Schubert's, ® for the holiday season. High egg costs remain a concern, with pricing actions helping to offset some of the impact. Excluding eggs, commodity costs are expected to remain modestly favorable for the quarter. Finally, the level of efficiency gains we are ultimately able to achieve from our dressing capacity expansion and our other cost-saving initiatives will impact our results.
Interest Income and Other – Net
Interest income and other was not material for the three months ended September 30, 2015 and 2014 due to the nominal interest rates earned by us on our cash balances, our customers being largely invoiced in U.S. dollars and our capital structure.

14



Income Before Income Taxes
As impacted by the factors discussed above, income before income taxes for the three months ended September 30, 2015 in creased by $7.4 million to $42.0 million from the prior-year total of $34.6 million .
Taxes Based on Income
Consistent with our expectations, our effective tax rate was 34.2% for the three months ended September 30, 2015 and was unchanged from the prior year.
Net Income
First quarter net income for 2016 of $27.6 million in creased from the preceding year’s net income for the quarter of $22.8 million , as influenced by the factors noted above. Diluted weighted average shares outstanding have remained relatively stable. As a result, and due to the change in net income for each year, net income per share for the first quarter of 2016 totaled $1.01 per diluted share, as compared to net income of $0.83 per diluted share in the prior year.
FINANCIAL CONDITION
For the three months ended September 30, 2015 , net cash provided by operating activities totaled $33.3 million , as compared to $35.9 million in the prior-year period. The de crease was due to higher working capital requirements as partially offset by the increase in net income and depreciation and amortization. In general, the increased levels of working capital requirements reflect higher sales volumes, the influence of inventory builds for our second quarter seasonal sales and the impact of our recent Flatout acquisition. Additionally, the changes in other current assets and accounts payable and accrued liabilities reflect the timing of estimated tax payments and the favorable tax impact of the loss on sale of discontinued operations in prior years. The increase in depreciation and amortization reflects the amortization of intangibles relating to the Flatout acquisition and the related depreciation on its acquired fixed assets, as well as additional depreciation on recent capital expenditures.
Cash used in investing activities for the three months ended September 30, 2015 was $3.7 million , as compared to $8.0 million in the prior year. This de crease reflected a lower level of capital expenditures in 2016 . Our 2015 capital expenditures included a processing capacity expansion project at our Horse Cave, Kentucky dressing facility which was essentially complete at December 31, 2014.
Cash used in financing activities for the three months ended September 30, 2015 of $12.4 million in creased slightly from the prior-year total of $11.9 million . This in crease was due to higher dividend payments. There were no share repurchases in the three months ended September 30, 2015 and 2014 . At September 30, 2015 , 1,419,682 shares remained authorized for future buyback under the existing share repurchase program.
Under our unsecured revolving credit facility (“Facility”), we may borrow up to a maximum of $120 million at any one time. Loans may be used for general corporate purposes. We had no borrowings outstanding under this Facility at September 30, 2015 . At September 30, 2015 , we had $4.7 million of standby letters of credit outstanding, which reduced the amount available for borrowing on the Facility. The Facility expires in April 2017, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to LIBOR or an alternative base rate defined in the credit agreement, at our option. We must also pay facility fees that are tied to our then-applicable consolidated leverage ratio. When we have outstanding borrowings under this Facility, they will be classified as long-term debt due to the long-term nature of this Facility.
The Facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. At September 30, 2015 , we were in compliance with all applicable provisions and covenants of the Facility, and we exceeded the requirements of the financial covenants by substantial margins.
We expect to remain in compliance with the Facility’s covenants for the foreseeable future. However, a default under the Facility could accelerate the repayment of any outstanding indebtedness and limit our access to additional credit available under the Facility. Such an event could require a reduction in or curtailment of cash dividends or share repurchases, reduce or delay beneficial expansion or investment plans, or otherwise impact our ability to meet our obligations when due. At September 30, 2015 , we were not aware of any event that would constitute a default under the Facility.
We believe that internally generated funds and our existing balances in cash and equivalents, in addition to our currently available bank credit arrangements, should be adequate to meet our cash requirements through 2016 . If we were to borrow outside of our Facility under current market terms, our average interest rate may increase significantly and have an adverse effect on our results of operations.

15



CONTRACTUAL OBLIGATIONS
We have various contractual obligations that are appropriately recorded as liabilities in our condensed consolidated financial statements. Certain other items, such as purchase obligations, are not recognized as liabilities in our condensed consolidated financial statements. Examples of items not recognized as liabilities in our condensed consolidated financial statements are commitments to purchase raw materials or inventory that has not yet been received as of September 30, 2015 and future minimum lease payments for the use of property and equipment under operating lease agreements. Aside from expected changes in raw-material needs due to changes in product demand and the impact of commodity prices, there have been no significant changes to the contractual obligations disclosed in our 2015 Annual Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES
There have been no changes in critical accounting policies from those policies disclosed in our 2015 Annual Report on Form 10-K.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements and their impact on our consolidated financial statements are disclosed in Note 1 to the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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 Quarterly Report on Form 10-Q 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 that could cause our actual results to differ materially from those expressed in the forward-looking statements. Actual results may differ as a result of factors over which we have no, or limited, control including, without limitation, the specific influences outlined below. Management believes these forward-looking statements to be reasonable; however, one should not place undue reliance on such statements that are based on current expectations. 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.
Items which could impact these forward-looking statements include, but are not limited to:
•
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;
•
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;

16



•
access to any required financing;
•
changes in estimates in critical accounting judgments; and
•
certain other factors, including the information disclosed in our discussion of risk factors under Item 1A of our 2015 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Our market risks have not changed materially from those disclosed in our 2015 Annual Report on Form 10-K.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer evaluated, with the participation of management, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2015 to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is 1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and 2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.
(b) Changes in Internal Control Over Financial Reporting. No changes were made to our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

17




PART II – OTHER INFORMATION
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under Item 1A in our 2015 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) In November 2010, our Board of Directors approved a share repurchase authorization of 2,000,000 shares, of which 1,419,682 shares remained authorized for future repurchases at September 30, 2015 . This share repurchase authorization does not have a stated expiration date. In the first quarter, we did not repurchase any of our common stock.
Period
Total
Number of
Shares
Purchased
 
Average
Price Paid
Per Share
 
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans
 
Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans
July 1-31, 2015
—

 
$
—

 
—

 
1,419,682

August 1-31, 2015
—

 
$
—

 
—

 
1,419,682

September 1-30, 2015
—

 
$
—

 
—

 
1,419,682

Total
—

 
$
—

 
—

 
1,419,682

 
Item 6. Exhibits
See Index to Exhibits following Signatures.


18



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.
 
 
 
 
 
 
 
 
 
 
L ANCASTER  C OLONY  C ORPORATION
 
 
 
 
 
(Registrant)
Date:
November 3, 2015
 
By:
 
/s/ J OHN  B. G ERLACH , J R .
 
 
 
 
 
John B. Gerlach, Jr.
 
 
 
 
 
     Chairman, Chief Executive Officer,
 
 
 
 
 
     President and Director
 
 
 
 
 
     (Principal Executive Officer)
 
 
 
 
 
 
Date:
November 3, 2015
 
By:
 
/s/ D OUGLAS  A. F ELL
 
 
 
 
 
Douglas A. Fell
 
 
 
 
 
     Treasurer, Vice President,
 
 
 
 
 
     Assistant Secretary and
 
 
 
 
 
     Chief Financial Officer
 
 
 
 
 
     (Principal Financial and Accounting Officer)


19



LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2015
INDEX TO EXHIBITS
 
 
 
 
 
 
Exhibit
Number
  
Description
  
Located at
 
 
 
 
 
2.1
 
First Amendment, dated as of September 30, 2015, to Stock Purchase Agreement, dated as of March 13, 2015, by and among T. Marzetti Company, as Buyer, Flatout Holdings, Inc., as the Company, the Shareholders of the Company, as Sellers, and NCP-Flatout Seller Rep LLC, as Sellers’ Representative
 
Filed herewith
 
 
 
 
 
31.1
  
Certification of CEO under Section 302 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
 
31.2
  
Certification of CFO under Section 302 of the Sarbanes-Oxley Act of 2002
  
Filed herewith
 
 
 
 
32
  
Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley Act of 2002
  
Furnished herewith
 
 
 
 
101.INS
  
XBRL Instance Document
  
Filed herewith
 
 
 
 
101.SCH
  
XBRL Taxonomy Extension Schema Document
  
Filed herewith
 
 
 
 
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
  
Filed herewith
 
 
 
 
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
  
Filed herewith
 
 
 
 
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document
  
Filed herewith
 
 
 
 
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document
  
Filed herewith

20

Exhibit 2.1


FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment, dated as of September 30, 2015 (the “ Amendment ”), hereby amends and modifies that certain Stock Purchase Agreement (the “ Agreement ”), entered into on March 13, 2015, by and among T. Marzetti Company, an Ohio corporation (“ Buyer ”), Flatout Holdings, Inc., a Delaware corporation (succeeded in interest by Flatout, Inc., a Delaware corporation (the “ Company ”)), the Persons listed under the heading “Sellers” on Schedule I attached thereto (collectively, “ Sellers ”), and NCP-Flatout Seller Rep LLC, a Delaware limited liability company (“ Sellers’ Representative ” and, collectively with the Company, Sellers and Buyer, the “ Parties ,” and each, a “ Party ”).
RECITALS
WHEREAS , the Parties acknowledge and agree that unintentional mistakes were made at Closing with respect to Sellers’ estimate of Estimated Cash and the failure to deduct from the Option Cancellation Payments the Option Holders' Allocable Portion of the Escrow Funds and the Reserve Account and the employer side of the applicable withholding taxes (collectively, the “ Errors ”);
WHEREAS , the Errors collectively resulted in an aggregate overpayment by Buyer of $714,530 (the “ Overpayment Amount ”);
WHEREAS , as a result of the Errors, the Parties acknowledge and agree that each Option Holder has been paid in full by Buyer pursuant to the Agreement and the Option Cancellation Agreements;
WHEREAS , on June 19, 2015, Buyer delivered to Sellers’ Representative the Adjustment Report containing, among other adjustments, an adjustment in favor of Buyer equal to the Overpayment Amount in order to remedy the Errors;
WHEREAS , the Adjustment Report set forth total adjustments to the Estimated Purchase Price in favor of Buyer equal to $702,547 (the “ Adjustment Amount ”);
WHEREAS , on July 24, 2015, Sellers’ Representative accepted the Adjustment Report and the amounts set forth therein, including the Adjustment Amount;
WHEREAS , on July 24, 2015, Sellers’ Representative and Buyer delivered a Joint Letter of Direction to the Escrow Agent directing the Escrow Agent to release the Adjustment Amount to Buyer (the “ Escrow Release ”); and
WHEREAS , the Parties hereby desire to amend and modify the Agreement to remedy the Errors on the terms and subject to the conditions set forth herein.
NOW, THEREFORE , in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree to amend and modify the Agreement as follows:



1. Definitions . Capitalized terms used and not otherwise defined in this Amendment have the respective meanings assigned to them in the Agreement.

2. Escrow Fund Replenishment . Notwithstanding anything to the contrary in the Agreement (including without limitation Section 2.5(a)(v) or Section 6.11(c) of the Agreement), the first $702,547 of the cash amount of any refund of any Tax of the Company or any of its Subsidiaries (taking into account in such calculation any cash interest received with respect thereto) from the applicable taxing authorities for any Pre-Closing Period or attributable to any pre-Closing portion of a Straddle Period as determined pursuant to Section 6.11(b) of the Agreement (including any such refund arising from amended Tax Returns filed after the Closing Date) that has been received at any point when the Escrow Fund has not been terminated shall be deposited into the Escrow Fund by the Company (the “ Escrow Replenishment ”), to be held in escrow pursuant to the terms of the Agreement and the Escrow Agreement.

3. Payment of Tax Refund Payments . Any amounts specified in Section 6.11(c) of the Agreement that are not required to be paid into the Escrow Fund in accordance with Section 2 of this Amendment shall be paid to the Sellers (and not the Option Holders) pro rata in accordance with their respective Allocable Portions (which, for this purpose, shall exclude and not take into account any shares of Common Stock subject to Company Options held by the Option Holders) pursuant to Section 6.11(c)(i) of the Agreement and, except that any such amounts in respect of any Taxes other than federal income Taxes shall be payable to Sellers (notwithstanding anything to the contrary in the Agreement, including without limitation Section 6.11(c) of the Agreement) within ten (10) Business Days after the end of the fiscal quarter in which any such refund is received, credited, or applied as an offset, as the case may be. Any amounts specified in Section 6.11(c) of the Agreement that are not required to be paid into the Escrow Fund in accordance with Section 2 of this Amendment that are in respect of federal income Taxes shall be paid to Sellers (and not the Option Holders) pro rata in accordance with their respective Allocable Portions (which, for this purpose, shall exclude and not take into account any shares of Common Stock subject to Company Options held by the Option Holders) pursuant to Section 6.11(c)(i) of the Agreement.

4. Sellers’ Representative Authority to Settle Tax Refund Payments .

(a) The Parties acknowledge and agree that Tax refunds (or offsets or credits against current Taxes due) of the Company otherwise payable to Sellers pursuant to Section 6.11(c) of the Agreement may be difficult to accurately determine at the time of the filing of the applicable Tax Return, and that the Parties may desire to negotiate, settle and/or compromise among themselves such amounts, including without limitation, in exchange for a lump sum payment or a series of fixed payments payable by Buyer to the Sellers that constitutes a reasonable estimate of the anticipated or actual present value of such amounts.

(b) Without limiting the authority of Sellers’ Representative under Article X or Section 6.11 of the Agreement, Sellers hereby grant to Sellers’ Representative the authority and discretion to negotiate, settle and/or compromise with Buyer on behalf of Sellers with respect to any Tax of the Company, any Tax Returns, or any amounts for any Tax refund (or offset or credit against current Taxes due) of the Company otherwise payable to Seller pursuant to Section 6.11(c) of the Agreement.



Such authority and discretion granted to Sellers’ Representative shall include, without limitation, the authority and discretion to negotiate, settle and/or compromise with Buyer an arrangement pursuant to which Sellers (i) forfeit any rights to any or all Tax refunds (or offset or credit against current Taxes due) of the Company otherwise payable to Seller pursuant to Section 6.11(c) of the Agreement; in exchange for (ii) a lump sum payment or a series of fixed payments payable by Buyer to the Sellers (and not the Option Holders) pro rata in accordance with their respective Allocable Portions (which, for this purpose, shall exclude and not take into account any shares of Common Stock subject to Company Options held by the Option Holders). For the avoidance of doubt, nothing in this Section 4 shall create any affirmative obligation or requirement that Buyer or Sellers’ Representative initiate or engage in any negotiation, settlement and/or compromise with respect to the matters set forth in this Section 4 .

5. Purpose . The purpose of the Escrow Release (to the extent in respect of the Overpayment Amount) and the Escrow Replenishment is to place the Buyer in the same position it would have been in had the Errors not occurred. All payments owing to the Option Holders under Section 2.4(f), Sections 2.5(a)(ii), (iii), (iv) or (v), Section 6.11(c) or Section 10.4(a) of the Agreement or the Escrow Agreement (to the extent not already paid) shall be made to the Sellers Representative, to be paid to Sellers pro-rata in accordance with their respective Allocable Portion (which, for this purpose, shall exclude and not take into account any shares of Common Stock subject to Company Options held by the Option Holders).

6. Date of Effectiveness; Limited Effect . This Amendment will be deemed effective as of the date first written above (the “ Effective Date ”). Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or of any other Transaction Document or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Agreement in any other agreements, documents or instruments executed and delivered pursuant to, or in connection with, the Agreement or Transaction Documents, will mean and be a reference to the Agreement as amended by this Amendment.

7. Indemnification . Notwithstanding anything to the contrary in Article XI of the Agreement, and without limiting Buyer’s rights under Article XI of the Agreement, each Significant Seller shall jointly and severally indemnify the Buyer Indemnitees from and against any Adverse Consequences Buyer Indemnitees shall suffer to the extent that such Adverse Consequences result from, or arise out of, an allegation by any Option Holder with respect to the execution and delivery of any First Amendment to Stock Option Cancellation Agreement and Release Agreement by and between the Company and any Option Holder. Any claims for indemnification by any Buyer Indemnitees under this Section 7 of this Amendment shall not be subject to the Basket (or taken into account in determining whether the Basket has been met) or the Cap.

8. Miscellaneous .



(a) This Amendment is governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions of such State.
(b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.
(c) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(d) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
(e) This Amendment constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
[SIGNATURE PAGE FOLLOWS]





IN WITNESS WHEREOF , the Parties hereto have executed this Amendment as of the date first above written.
 
 
 
 
 
SELLERS:
 
 
 
 
 
 
2006 Irrevocable Trust F/B/O Madison
 
Michaelina Marsh
 
 
 
 
 
By:
/s/
Stacey Marsh
 
 
Name:
Stacey Marsh
 
 
Title:
Trustee
 
 
 
 
 
2006 Irrevocable Trust F/B/O Megan Laurette
 
Marsh
 
 
 
 
 
By:
/s/
Stacey Marsh
 
 
Name:
Stacey Marsh
 
 
Title:
Trustee
 
 
 
 
 
Stacey L. Marsh Revocable Trust U/T/A Dated
 
January 23, 2008, As Amended
 
 
 
 
 
By:
/s/
Stacey L. Marsh
 
 
Name:
Stacey L. Marsh
 
 
Title:
Trustee
 
 
 
 
 
Bugaboo Too, LLC
 
 
 
 
 
By:
/s/
Arthur A. Weiss
 
 
Name:
Arthur A. Weiss
 
 
Title:
Manager
 
 
 
 
 
Michael E. Marsh Revocable Trust U/T/A Dated
 
January 23, 2008, As Amended
 
 
 
 
 
By:
/s/
Michael E. Marsh
 
 
Name:
Michael E. Marsh
 
 
Title:
Trustee




 
Stacey L. Marsh 2012 Spousal Access
 
Irrevocable Trust U/T/D December 17, 2012
 
 
 
 
 
By:
/s/
Arthur A. Weiss & Michael E. Marsh
 
 
Name:
Michael E. Marsh & Arthur A. Weiss
 
 
Title:
Co-Trustees
 
 
 
 
 
NCP-FLATOUT, L.P.
 
 
 
 
 
By: NCP-FLATOUT G.P., L.L.C., its General Partner
 
 
 
 
 
By: NORTH CASTLE PARNTERS, L.L.C., its Manager
 
 
 
 
 
By:
/s/
Louis Marinaccio
 
 
Name:
Louis Marinaccio
 
 
Title:
Member
 
 
 
 
 
NORTH CASTLE PARTNERS 2007, L.P.
 
 
 
 
 
By: NCP G.P. 2007, L.P., its General Partner
 
 
 
 
 
By: North Castle G.P. 2007, L.L.C., its General Partner
 
 
 
 
 
By:
/s/
Louis Marinaccio
 
 
Name:
Louis Marinaccio
 
 
Title:
Authorized Person
 
 
 
 
/s/
Janeane Ardolino
 
Janeane Ardolino
 
 
 
 
/s/
Ryan Coon
 
 
Ryan Coon
 




 
COMPANY:
 
 
 
 
 
 
FLATOUT, INC. (successor in interest to Flatout Holdings, Inc.)
 
 
 
 
 
By:
/s/
Douglas A. Fell
 
 
Name:
Douglas A. Fell
 
 
Title:
Treasurer
 
 
 
 
 
SELLERS' REPRESENTATIVE:
 
 
 
 
 
NCP-FLATOUT SELLER REP LLC
 
 
 
 
 
By:
/s/
Alyse Skidmore
 
 
Name:
Alyse Skidmore
 
 
Title:
Secretary
 
 
 
 
 
BUYER:
 
 
 
 
 
 
T. MARZETTI COMPANY
 
 
 
 
 
By:
/s/
Douglas A. Fell
 
 
Name:
Douglas A. Fell
 
 
Title:
Treasurer





Exhibit 31.1
Certification by Chief Executive Officer
I, John B. Gerlach, Jr., certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Lancaster Colony Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:
November 3, 2015
 
By:
 
/s/ J OHN  B. G ERLACH , J R .
 
 
 
 
 
    John B. Gerlach, Jr.
     Chief Executive Officer




Exhibit 31.2
Certification by Chief Financial Officer
I, Douglas A. Fell, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Lancaster Colony Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



 
 
 
 
 
 
Date:
November 3, 2015
 
By:
 
/s/ D OUGLAS  A. F ELL
 
 
 
 
 
Douglas A. Fell
 
 
 
 
 
Chief Financial Officer




Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18, UNITED STATES CODE, SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Lancaster Colony Corporation (the “Company”) on Form 10-Q for the quarter ending September 30, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John B. Gerlach, Jr., Chief Executive Officer of the Company, and Douglas A. Fell, Chief Financial Officer of the Company, respectively, do each hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
 
By:
 
/s/ J OHN  B. G ERLACH , J R .
 
 
John B. Gerlach, Jr.
 
 
Chief Executive Officer
 
November 3, 2015
 
 
By:
 
/s/ D OUGLAS  A. F ELL
 
 
Douglas A. Fell
 
 
Chief Financial Officer
 
November 3, 2015



The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.