8-K

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): February 4, 2020

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.)
380 Polaris Parkway	Suite 400
Westerville	Ohio	43082
(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, without par value	LANC	NASDAQ Global Select Market

Item 2.02    Results of Operations and Financial Condition

On February 4, 2020, Lancaster Colony Corporation issued a press release announcing its results for the three and six months ended December 31, 2019. The press release is attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits

(d)    Exhibits:

99.1 Press Release dated February 4, 2020

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 4, 2020 By: /s/ THOMAS K. PIGOTT    

Thomas K. Pigott

Chief Financial Officer and Assistant Secretary

(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

Exhibit Number	Description	Located at
99.1	Press Release dated February 4, 2020	Furnished herewith
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)	Filed herewith

EX-99.1

	Exhibit 99.1
FOR IMMEDIATE RELEASE	SYMBOL: LANC
February 4, 2020	TRADED: Nasdaq

LANCASTER COLONY REPORTS SECOND QUARTER SALES AND EARNINGS

WESTERVILLE, Ohio, February 4 - Lancaster Colony Corporation (Nasdaq: LANC) today reported results for the company’s fiscal second quarter ended December 31, 2019. Highlights for the quarter are as follows:

• Consolidated net sales increased 1.6% to a second quarter record $355.1 million versus $349.6 million last year.

• Consolidated gross profit grew $8.5 million, or 9.3%, to $99.9 million driven by our cost savings programs, lower commodity costs, improved net price realization and a more favorable Foodservice segment sales mix.

• Retail net sales were flat at $186.2 million compared to $186.3 million in the prior year. Retail net sales benefited from favorable net price realization in addition to increased sales of frozen garlic bread and continued volume gains for shelf-stable dressings and sauces sold under license agreements. Notable offsets to Retail growth included reduced sales of our Marzetti^® caramel dips and produce dressings that were impacted by the timing of shipments between the first and second quarter.

• Foodservice net sales grew 3.4% to $168.9 million. Excluding all sales resulting from the November 16, 2018 acquisition of Omni Baking Company, Foodservice net sales improved 2.0% driven by higher sales of our branded products and continued growth for Bantam Bagels. Omni Baking sales attributed to a temporary supply agreement totaled $6.3 million in the current-year quarter compared to $3.8 million in the prior-year quarter.

• SG&A expenses increased $5.9 million to $45.7 million primarily driven by $4.9 million in spend for our ERP initiative.

• Consolidated operating income declined $7.1 million to $54.1 million as influenced by the current year’s $4.9 million in ERP expenses and the prior year’s favorable $9.7 million non-cash reduction to the contingent consideration for Angelic Bakehouse, Inc. (“AB Adjustment”). Retail segment operating income declined $5.8 million to $39.0 million as the entire $9.7 million AB Adjustment was included in the segment’s prior-year results. Foodservice segment operating income increased $4.0 million to $23.4 million.

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• Net income declined $4.5 million to $43.4 million. Current-year ERP expenses decreased net income by $3.7 million and the AB Adjustment increased prior-year net income by $7.4 million.

• Net income per diluted share decreased $0.15 to $1.58. Current-year ERP expenses reduced net income per diluted share by $0.14 and the AB Adjustment increased prior-year net income per diluted share by $0.27.

• The regular quarterly cash dividend paid on December 31, 2019 was $0.70 per share, an 8% increase over last year’s $0.65 per share. The company’s balance sheet remained debt free on December 31, 2019 with $202.2 million in cash and equivalents.

For the six months ended December 31, 2019, net sales increased 3.9% to $692.2 million compared to $666.2 million a year ago. Net income for the six-month period totaled $84.2 million, or $3.06 per diluted share, versus the prior-year amount of $86.9 million, or $3.15 per diluted share. In the current-year period, spend for the ERP initiative decreased net income by $5.8 million, or $0.21 per diluted share, and restructuring and impairment charges reduced net income by $0.7 million, or $0.02 per diluted share. The AB Adjustment increased prior-year net income by $7.4 million, or $0.27 per diluted share.

CEO David A. Ciesinski commented, “We were pleased to report another quarter of record sales and strong gross margin improvement. Cost-saving initiatives in strategic procurement, transportation and distribution along with lower commodity costs and improved net price realization helped drive our consolidated gross margin up 200 basis points to 28.1%.”

“Looking ahead to the second half of our fiscal year, we will remain focused on our core strategic initiatives to grow our base business and reduce costs throughout our supply chain. We are also very excited to share that in the coming months we will be launching new products sold to the retail channel under license agreements with a growing number of our national chain restaurant customers. Finally, our ERP initiative is progressing as planned with design phase work well underway and initial deployment expected to commence in the first half of fiscal 2021.”

Conference Call on the Web

The company’s second quarter conference call is scheduled for this morning, February 4, at 10:00 a.m. ET. You may access a live webcast of the call through a link on the company’s Internet home page at www.lancastercolony.com. A replay of the webcast will also be made available on the company website.

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About the Company

Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.

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 ability to successfully grow recently acquired businesses;

• the extent to which recent and future business acquisitions are completed and acceptably integrated;

• difficulties in designing and implementing our new enterprise resource planning system;

• cyber-security incidents, information technology disruptions, and data breaches;

• price and product competition;

• the lack of market acceptance of new products;

• the success and cost of new product development efforts;

• the potential for loss of larger programs or key customer relationships;

• fluctuations in the cost and availability of ingredients and packaging;

• the impact of customer store brands on our branded retail volumes;

• the reaction of customers or consumers to price increases we may implement;

• adverse changes in freight, energy or other costs of producing, distributing or transporting our products;

• dependence on contract manufacturers, distributors and freight transporters;

• stability of labor relations;

• changes in demand for our products, which may result from loss of brand reputation or customer goodwill;

• dependence on key personnel and changes in key personnel;

• the effect of consolidation of customers within key market channels;

• the possible occurrence of product recalls or other defective or mislabeled product costs;

• capacity constraints that may affect our ability to meet demand or may increase our costs;

• maintenance of competitive position with respect to other manufacturers;

• changes in estimates in critical accounting judgments;

• the impact of any regulatory matters affecting our food business, including any required labeling changes and their impact on consumer demand;

• the outcome of any litigation or arbitration;

• efficiencies in plant operations;

• adequate supply of skilled labor;

• the impact, if any, of certain contingent liabilities associated with our withdrawal from a multiemployer pension plan;

• the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs; 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).

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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.

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FOR FURTHER INFORMATION:	Dale N. Ganobsik, Vice President, Investor Relations and Treasurer
	Lancaster Colony Corporation
	Phone: 614/224‑7141
	Email: ir@lancastercolony.com

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LANCASTER COLONY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(In thousands except per-share amounts)

	Three Months Ended  December 31,					Six Months Ended  December 31,
	2019		2018			2019		2018
Net sales	$	355,117	$	349,581		$	692,171	$	666,235
Cost of sales	255,228		258,189			500,174		493,644
Gross profit	99,889		91,392			191,997		172,591
Selling, general & administrative expenses	45,747		39,842			85,202		71,921
Change in contingent consideration	64		(9,605		)	127		(9,605		)
Restructuring and impairment charges	—		—			886		—
Operating income	54,078		61,155			105,782		110,275
Other, net	877		1,039			2,304		2,353
Income before income taxes	54,955		62,194			108,086		112,628
Taxes based on income	11,531		14,287			23,917		25,693
Net income	$	43,424	$	47,907		$	84,169	$	86,935
Net income per common share: (a)
Basic	$	1.58	$	1.74		$	3.06	$	3.16
Diluted	$	1.58	$	1.73		$	3.06	$	3.15
Cash dividends per common share	$	0.70	$	0.65		$	1.35	$	1.25
Weighted average common shares outstanding:
Basic	27,443		27,435			27,443		27,429
Diluted	27,489		27,566			27,503		27,540

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

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LANCASTER COLONY CORPORATION

BUSINESS SEGMENT INFORMATION (Unaudited)

(In thousands)

	Three Months Ended  December 31,						Six Months Ended  December 31,
	2019			2018			2019			2018
NET SALES
Retail	$	186,210		$	186,302		$	352,287		$	349,050
Foodservice	168,907			163,279			339,884			317,185
Total Net Sales	$	355,117		$	349,581		$	692,171		$	666,235
OPERATING INCOME
Retail	$	39,017		$	44,785		$	74,452		$	78,733
Foodservice	23,416			19,405			47,205			38,266
Restructuring and Impairment Charges	—			—			(886		)	—
Corporate Expenses	(8,355		)	(3,035		)	(14,989		)	(6,724		)
Total Operating Income	$	54,078		$	61,155		$	105,782		$	110,275

LANCASTER COLONY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

	December 31, 2019		June 30, 2019
ASSETS
Current assets:
Cash and equivalents	$	202,226	$	196,288
Receivables	77,061		75,691
Inventories	90,483		86,072
Other current assets	10,503		10,518
Total current assets	380,273		368,569
Net property, plant and equipment	290,971		247,044
Other assets	312,459		289,786
Total assets	$	983,703	$	905,399

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	86,151	$	76,670
Accrued liabilities	47,135		43,036
Total current liabilities	133,286		119,706
Noncurrent liabilities and deferred income taxes	77,659		58,820
Shareholders’ equity	772,758		726,873
Total liabilities and shareholders’ equity	$	983,703	$	905,399

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XML

Document and Entity Information	Feb. 04, 2020
Cover page.
Document Type	8-K
Document Period End Date	Feb. 04, 2020
Entity Registrant Name	Lancaster Colony Corporation
Entity Incorporation, State or Country Code	OH
Entity File Number	000-04065
Entity Tax Identification Number	13-1955943
Entity Address, Address Line One	380 Polaris Parkway
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Westerville
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43082
City Area Code	(614)
Local Phone Number	224-7141
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, without par value
Trading Symbol	LANC
Security Exchange Name	NASDAQ
Entity Central Index Key	0000057515
Amendment Flag	false