þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ohio | 13-1955943 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
37 West Broad Street | ||
Columbus, Ohio | 43215 | |
(Address of principal executive offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered | |
Common Stock, without par value | NASDAQ Global Select Market |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Lancaster Colony Corporation | ||||||
(Registrant) | ||||||
By: | /s/John l. Boylan
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Treasurer, Vice President, Assistant Secretary, Chief Financial Officer and Director |
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Date: September 27, 2011 |
Exhibit | ||||
Number | Description | |||
3.1 | Amended and Restated Articles of Incorporation of Lancaster Colony Corporation
(incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (000-04065),
filed February 9, 2009). |
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3.2 | Amended and Restated Regulations of Lancaster Colony Corporation (incorporated by
reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q (000-04065), filed February 9,
2009). |
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4.1 | Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the
Annual Report on Form 10-K (000-04065), filed August 25, 2010). |
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4.2 | Credit Agreement, dated as of October 5, 2007, by and among Lancaster Colony Corporation,
the Lenders (as defined therein) and JPMorgan Chase Bank, NA (incorporated by reference to
Exhibit 4.1 to the Current Report on Form 8-K (000-04065), filed October 11, 2007). |
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10.1 | (a) | Lancaster Colony Corporation Executive Employee Deferred Compensation Plan
(incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (000-04065),
filed September 26, 2000). |
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10.2 | (a) | 2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred
Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K (000-04065), filed January 3, 2005). |
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10.3 | (a) | Lancaster Colony Corporation 2005 Executive Employee Deferred
Compensation Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K
(000-04065), filed February 25, 2005). |
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10.4 | (a) | Lancaster Colony Corporation Amended and Restated 2005 Stock Plan (incorporated
by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed November
19, 2010). |
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10.5 | (a) | Form of Restricted Stock Award Agreement for Directors under the Lancaster
Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit 10.1 to the
Quarterly Report on Form 10-Q (000-04065), filed February 9, 2011). |
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10.6 | (a) | Form of Stock Appreciation Rights Award Agreement for employees and consultants
under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit
10.2 to the Quarterly Report on Form 10-Q (000-04065), filed May 10, 2011). |
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10.7 | (a) | Form of Restricted Stock Award Agreement for employees and
consultants under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed May 10, 2011). |
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10.8 | (a) | Amended and Restated Key Employee Severance Agreement, dated December 3, 2008,
between Lancaster Colony Corporation and John L. Boylan (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q (000-04065), filed February 9, 2009). |
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10.9 | (a) | Amended and Restated Key Employee Severance Agreement, dated
December 3, 2008, between Lancaster Colony Corporation and Bruce L. Rosa (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed February 9,
2009). |
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10.10 | (a) | Description of Executive Bonus Arrangements (incorporated by reference to
Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 10, 2004). |
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10.11 | Construction Contract Between Sister Schuberts Homemade Rolls, Inc. and Gray Construction,
Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065),
filed August 27, 2010). |
Exhibit | |||||
Number | Description | ||||
21 | (b) | Subsidiaries of Registrant. |
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23 | (b) | Consent of Independent Registered Public Accounting Firm |
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31.1 | (b) | Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
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31.2 | (b) | Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. |
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32 | (b) | Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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101.INS | (c) | XBRL Instance Document |
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101.SCH | (c) | XBRL Taxonomy Extension Schema Document |
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101.CAL | (c) | XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF | (c) | XBRL Taxonomy Definition Linkbase Document |
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101.LAB | (c) | XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE | (c) | XBRL Taxonomy Extension Presentation Linkbase Document |
(a) | Indicates a management contract or compensatory plan, contract or arrangement in
which any Director or any Executive Officer participates. |
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(b) | Filed with the Registrants original Annual Report on Form 10-K for the year ended
June 30, 2011, which was originally filed on August 29, 2011. |
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(c) | Furnished herewith. |
Pension Benefits (Components Of Net Periodic Benefit Cost) (Details) (Pension Benefits [Member], USD $)
In Thousands |
12 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2009
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Pension Benefits [Member]
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 |  |  |
Service cost | $ 0 | $ 45 | $ 117 |
Interest cost | 1,947 | 2,118 | 2,170 |
Expected return on plan assets | (2,027) | (2,150) | (2,263) |
Curtailment charges | 0 | 349 | 331 |
Amortization of unrecognized net loss | 546 | 496 | 327 |
Amortization of prior service cost | 0 | 5 | 75 |
Amortization of unrecognized net (asset) obligation existing at transition | (1) | (1) | 2 |
Net periodic benefit cost | $ 465 | $ 862 | $ 759 |
Goodwill And Other Intangible Assets (Estimated Annual Amortization Expense) (Details) (USD $)
In Thousands |
12 Months Ended |
---|---|
Jun. 30, 2011
|
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Goodwill And Other Intangible Assets | Â |
2012 | $ 1,083 |
2013 | 946 |
2014 | 946 |
2015 | 946 |
2016 | $ 775 |
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data |
Jun. 30, 2011
|
Jun. 30, 2010
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Consolidated Balance Sheets | Â | Â |
Allowance for doubtful accounts | $ 570 | $ 516 |
Preferred stock, shares authorized | 3,050,000 | 3,050,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares outstanding | 27,385,781 | 28,167,549 |
Consolidated Statements Of Income (USD $)
In Thousands, except Per Share data |
12 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2009
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Consolidated Statements Of Income | Â | Â | Â | |||||||||
Net Sales | $ 1,089,946 | [1],[2] | $ 1,056,608 | [1],[2] | $ 1,051,491 | [2] | ||||||
Cost of Sales | 847,517 | 786,276 | 835,999 | |||||||||
Gross Margin | 242,429 | [1] | 270,332 | [1] | 215,492 | |||||||
Selling, General and Administrative Expenses | 95,425 | 93,821 | 84,238 | |||||||||
Restructuring and Impairment Charges | 0 | 2,312 | 1,606 | |||||||||
Operating Income | 147,004 | [3] | 174,199 | [3] | 129,648 | [3] | ||||||
Other (Expense) Income: | Â | Â | Â | |||||||||
Interest expense | 0 | 0 | (1,217) | |||||||||
Other income - Continued Dumping and Subsidy Offset Act | 14,388 | 893 | 8,696 | |||||||||
Interest income and other - net | 114 | 46 | (121) | |||||||||
Income Before Income Taxes | 161,506 | 175,138 | 137,006 | |||||||||
Taxes Based on Income | 55,142 | 60,169 | 47,920 | |||||||||
Net Income | $ 106,364 | [1] | $ 114,969 | [1] | $ 89,086 | |||||||
Net Income Per Common Share: | Â | Â | Â | |||||||||
Basic | $ 3.84 | $ 4.08 | $ 3.17 | |||||||||
Diluted | $ 3.84 | [1] | $ 4.07 | [1] | $ 3.17 | |||||||
Weighted Average Common Shares Outstanding: | Â | Â | Â | |||||||||
Basic | 27,664 | 28,144 | 28,033 | |||||||||
Diluted | 27,689 | 28,174 | 28,044 | |||||||||
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Stock-Based Compensation (Total Fair Values Of Restricted Stock Vested ) (Details) (Restricted Stock [Member], USD $)
In Thousands |
12 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2009
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Restricted Stock [Member]
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 |  |  |
Fair value of vested shares | $ 1,258 | $ 423 | $ 114 |
Income Taxes (Narrative) (Details) (USD $)
|
12 Months Ended | ||
---|---|---|---|
Jun. 30, 2011
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Jun. 30, 2010
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Jun. 30, 2009
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Income Taxes | Â | Â | Â |
Gross tax contingency reserve | $ 1,795,000 | $ 1,921,000 | $ 2,932,000 |
Gross tax contingency reserve, classified as current liabilities | 100,000 | Â | Â |
Gross tax contingency reserve, classified as noncurrent liabilities | 1,700,000 | Â | Â |
Pre-tax income resulting from the settlement of liabilities | Â | $ 900,000 | Â |
Impact on effective tax rate from the settlement of liabilities | Â | 0.40% | Â |
Qualified manufacturing activities deduction percentage | 9.00% | Â | Â |
Postretirement Benefits (Narrative) (Details) (USD $)
In Millions, unless otherwise specified |
12 Months Ended | |
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Jun. 30, 2011
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Jun. 30, 2010
|
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Estimated medical cost trend rate for next fiscal year | 10.00% | 10.00% |
Estimated ultimate trend rate for medical costs | 5.00% | 5.00% |
Postretirement Benefits [Member]
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 |  |
Estimated employer contributions to postretirement benefit plans in next fiscal year | $ 0.2 | Â |
Postretirement Benefits (Amounts In Accumulated Other Comprehensive Loss Expected To Be Recognized As Components Of Net Periodic Benefit Cost During Next Fiscal Year) (Details) (Postretirement Benefits [Member], USD $)
In Thousands |
12 Months Ended |
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Jun. 30, 2011
|
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Postretirement Benefits [Member]
|
 |
Prior service asset amortization | $ (5) |
Unrecognized gain amortization | (31) |
Total | $ (36) |
Summary Of Significant Accounting Policies (Policy)
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12 Months Ended | ||||||||||||||
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Jun. 30, 2011
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Summary Of Significant Accounting Policies | Â | ||||||||||||||
Principles Of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Lancaster Colony Corporation and our wholly-owned subsidiaries, collectively referred to as "we," "us," "our," "registrant," or the "Company." Intercompany transactions and accounts have been eliminated in consolidation. 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, 2011 refers to fiscal 2011, which is the period from July 1, 2010 to June 30, 2011. |
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Subsequent Events | Subsequent Events We have evaluated events occurring between the end of our most recent fiscal year and the date the financial statements were issued and noted no events that would require recognition or disclosure in these financial statements. |
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Use Of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires that we make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant estimates included in these consolidated financial statements include allowance for doubtful accounts receivable, net realizable value of inventories, useful lives for the calculation of depreciation and amortization, impairments of long-lived assets, accruals for marketing and merchandising programs, tax contingency reserves for uncertain tax positions, pension and postretirement assumptions, as well as expenses related to distribution and self-insurance accruals. Actual results could differ from these estimates. |
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Cash And Equivalents | Cash and Equivalents We consider all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The carrying amounts of our cash and equivalents approximate fair value due to their short maturities. As a result of our cash management system, checks issued but not presented to the banks for payment may create negative book cash balances. Such negative balances are included in other accrued liabilities. |
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Receivables And The Allowance For Doubtful Accounts | Receivables and the Allowance for Doubtful Accounts The carrying amounts of our accounts receivable approximate fair value. We provide an allowance for doubtful accounts based on the aging of accounts receivable balances, historical write-off experience and on-going reviews of our trade receivables. Measurement of potential losses requires credit review of existing customer relationships, consideration of historical effects of relevant observable data, including present economic conditions such as delinquency rates, and the economic health of customers. Credit Risk Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and equivalents and trade accounts receivable. By policy, we limit the amount of credit exposure to any one institution or issuer. Our concentration of credit risk with respect to trade accounts receivable is mitigated by our credit evaluation process and by having a large and diverse customer base. |
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Inventories | Inventories Inventories are valued at the lower of cost or market and are costed by various methods that approximate actual cost on a first-in, first-out basis. It is not practicable to segregate work in process from finished goods inventories. |
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Property, Plant And Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Purchases of property, plant and equipment included in accounts payable and excluded from the property additions and the change in accounts payable in the Consolidated Statement of Cash Flows at June 30 are as follows:
We use the straight-line method of computing depreciation for financial reporting purposes based on the estimated useful lives of the corresponding assets. Estimated useful lives for buildings and improvements range generally from two to 45 years while machinery and equipment range generally from two to 20 years. For tax purposes, we generally compute depreciation using accelerated methods. |
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Held For Sale | Held for Sale As a result of various prior-years restructuring and divestiture activities, we have certain "held for sale" properties with a total net book value of approximately $2.8 million at June 30, 2011. This balance is included in Other Noncurrent Assets on the Consolidated Balance Sheet. In accordance with GAAP for property, plant and equipment, we are no longer depreciating these "held for sale" assets and they are being actively marketed for sale. |
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Long-Lived Assets | Long-Lived Assets We monitor the recoverability of the carrying value of our long-lived assets by periodically considering whether indicators of impairment are present. If such indicators are present, we determine if the assets are recoverable by comparing the sum of the undiscounted future cash flows to the assets' carrying amount. Our cash flows are based on historical results adjusted to reflect our best estimate of future market and operating conditions. If the carrying amounts are greater, then the assets are not recoverable. In that instance, we compare the carrying amounts to the fair value to determine the amount of the impairment to be recorded. |
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Goodwill And Intangible Assets | Goodwill and Intangible Assets As of July 1, 2002, goodwill is no longer being amortized. Intangible assets with lives restricted by contractual, legal, or other means continue to be amortized on a straight-line basis over their useful lives to general and administrative expense. As of April 30, 2011 and 2010, as appropriate, we completed our goodwill impairment testing, and have determined that our estimated fair value was substantially in excess of the related carrying value. We periodically evaluate the future economic benefit of the recorded goodwill and intangible assets when events or circumstances indicate potential recoverability concerns. Carrying amounts are adjusted appropriately when determined to have been impaired. |
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Accruals For Self-Insurance | Accruals for Self-Insurance Self-insurance accruals are made for certain claims associated with employee health care, workers' compensation and general liability insurance. These accruals include estimates that are primarily based on historical loss development factors. Differences in estimates and assumptions could result in an accrual requirement materially different from the calculated accrual. |
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Shareholder's Equity | Shareholders' Equity We are authorized to issue 3,050,000 shares of preferred stock consisting of 750,000 shares of Class A Participating Preferred Stock with $1.00 par value, 1,150,000 shares of Class B Voting Preferred Stock without par value and 1,150,000 shares of Class C Nonvoting Preferred Stock without par value. Our Board approved a share repurchase authorization of 2,000,000 shares in November 2010. Approximately 1,618,000 shares remained authorized for future purchase at June 30, 2011. |
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Revenue Recognition | Revenue Recognition We recognize revenue upon transfer of title and risk of loss, provided that evidence of an arrangement exists, pricing is fixed or determinable, and collectability is probable. Net sales are recorded net of estimated sales discounts, returns and certain sales incentives, including coupons and rebates. |
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Advertising Expense | Advertising Expense We expense advertising as it is incurred. |
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Shipping And Handling | Shipping and Handling Shipping and handling fees billed to customers are recorded as sales, while our shipping and handling costs are included in cost of sales. |
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Stock-Based Employee Compensation Plans | Stock-Based Employee Compensation Plans We account for our stock-based employee compensation plans in accordance with GAAP for stock-based compensation, which requires the measurement and recognition of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation expense over the period that an employee provides service in exchange for the award, which is typically the vesting period. |
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Other Income | Other Income During 2011, we received approximately $14.4 million from the U.S. government under the Continued Dumping and Subsidy Offset Act of 2000 ("CDSOA") compared to $0.9 million received in 2010 and $8.7 million received in 2009. We recognize CDSOA-related income upon receiving notice from the U.S. Department of Homeland Security regarding its intent to remit a specific amount to us. These amounts are recorded as other income in the accompanying consolidated financial statements. |
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Income Taxes | Income Taxes Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management's best assessment of estimated future taxes to be paid. We are subject to income taxes in numerous domestic jurisdictions. Our annual tax rate is determined based on our income, statutory tax rates and the tax impacts of items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent, such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as depreciation expense. These temporary differences create deferred tax assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate jurisdiction prior to the expiration of the carryforward periods. Although realization is not assured, management believes it is more likely than not that our deferred tax assets will be realized and thus we have not recorded any valuation allowance for the years ended June 30, 2011 or 2010. In accordance with accounting literature related to uncertainty in income taxes, tax benefits from uncertain tax positions that are recognized in the financial statements are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our results of operations, cash flow or financial position. |
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Earnings Per Share | Earnings Per Share Earnings per share ("EPS") is computed based on the weighted average number of shares of common stock and common stock equivalents (stock options, restricted stock and stock-settled stock appreciation rights) outstanding during each period. Effective July 1, 2009, we adopted the provisions of a Financial Accounting Standards Board ("FASB") Staff Position ("FSP") on the FASB's Emerging Issues Task Force ("EITF") Issue No. 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities," which is now part of Accounting Standards Codification ("ASC") Topic 260, "Earnings Per Share." This FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the earnings allocation in computing EPS under the two-class method. The restricted stock we previously granted to employees was deemed to meet the definition of a participating security as the employees receive nonforfeitable dividends before the stock becomes vested. Our adoption of this FSP required that we retrospectively restate EPS and diluted weighted average common shares outstanding for all periods presented. This resulted in a $.01 reduction in basic and diluted net income per common share for 2009. 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 outstanding stock options, restricted stock and stock-settled stock appreciation rights. |
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Comprehensive Income And Accumulated Other Comprehensive Loss | Comprehensive Income and Accumulated Other Comprehensive Loss Comprehensive income includes changes in equity that result from transactions and economic events from non-owner sources. Comprehensive income is composed of two subsets – net income and other comprehensive income (loss). Included in other comprehensive income (loss) are pension and postretirement benefits adjustments. |
Pension Benefits (Amounts Recognized In Accumulated Other Comprehensive Loss) (Details) (Pension Benefits [Member], USD $)
In Thousands |
Jun. 30, 2011
|
Jun. 30, 2010
|
---|---|---|
Pension Benefits [Member]
|
 |  |
Net actuarial loss | $ 11,945 | $ 16,747 |
Net transition asset | (2) | (3) |
Income taxes | (4,413) | (6,296) |
Total | $ 7,530 | $ 10,448 |
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