-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rkikrGKevo/MhLAGt/e6R55uVRRrRr2cSAtUHbvJS/wdYs9xI/qyjxDfVxBy3VEz GEniPVtw1yCwBIfxWJUfPg== 0000950152-94-001108.txt : 19941116 0000950152-94-001108.hdr.sgml : 19941116 ACCESSION NUMBER: 0000950152-94-001108 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941108 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: LANCASTER COLONY CORP CENTRAL INDEX KEY: 0000057515 STANDARD INDUSTRIAL CLASSIFICATION: 3060 IRS NUMBER: 131955943 STATE OF INCORPORATION: OH FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04065 FILM NUMBER: 94558092 BUSINESS ADDRESS: STREET 1: 37 W BROAD ST CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142247141 10-Q 1 LANCASTER COLONY COPORATION 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1994 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 0-4065-1 LANCASTER COLONY CORPORATION (Exact name of registrant as specified in its charter) OHIO 13-1955943 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 37 WEST BROAD STREET, COLUMBUS, OHIO 43215 (Address of principal executive offices) (Zip Code) 614-224-7141 (Registrant's telephone number, including area code) NONE (Former name, former address and former fiscal year, if changed since last report) 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, and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- As of September 30, 1994, there were approximately 30,046,000 shares of common stock, no par value per share, outstanding. 1 of 9 2 LANCASTER COLONY CORPORATION AND SUBSIDIARIES INDEX
Page No. -------- Part I. Financial Information Consolidated Condensed Balance Sheets - September 30, 1994 and June 30, 1994 3 Consolidated Condensed Statements of Income - Three Months Ended September 30, 1994 and 1993 4 Consolidated Condensed Statements of Cash Flows - Three Months Ended September 30, 1994 and 1993 5 Notes to Consolidated Condensed Financial Statements 6 Management's Discussion and Analysis of the Results of Operations and Financial Condition 7-8 Part II. Other Information Item 6 - Exhibits and Reports on Form 8-K 8 Signatures 8 Exhibit 27 - Financial Data Schedule 9
2 of 9 3 LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
September 30 June 30 1994 1994 ------------ ------------ (Unaudited) ASSETS Current Assets: Cash and equivalents $ 8,145,000 $ 30,423,000 Receivables 101,074,000 83,076,000 Less allowance for doubtful accounts 2,591,000 2,339,000 ------------ ------------ Receivables - net 98,483,000 80,737,000 Inventories: Raw materials and supplies 34,546,000 27,614,000 Finished goods and work in process 101,400,000 90,034,000 ------------ ------------ Total inventories 135,946,000 117,648,000 Prepaid expenses and other current assets 9,484,000 8,995,000 ------------ ------------ Total current assets 252,058,000 237,803,000 Property, Plant and Equipment - At cost 272,076,000 264,697,000 Less Accumulated Depreciation 168,349,000 163,127,000 ------------ ------------ Property, plant and equipment - net 103,727,000 101,570,000 Other Assets 15,917,000 16,072,000 ------------ ------------ Total Assets $371,702,000 $355,445,000 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long-term debt $ 1,218,000 $ 1,301,000 Accounts payable 40,409,000 31,054,000 Accrued liabilities 45,840,000 41,902,000 ------------ ------------ Total current liabilities 87,467,000 74,257,000 Long-Term Debt - Less current portion 32,613,000 32,933,000 Other Noncurrent Liabilities 8,125,000 8,093,000 Deferred Income Taxes 1,685,000 3,315,000 Shareholders' Equity: Preferred stock - authorized 2,650,000 shares issuable in series; Class A - $1.00 par value, authorized 350,000 shares; Class B and C - no par value, authorized 1,150,000 shares each; outstanding - none Common stock - authorized 35,000,000 shares; issued September 30, 1994 - no par value - 30,645,000 shares; June 30, 1994 - no par value - 22,977,000 shares 25,683,000 25,437,000 Retained earnings 238,088,000 226,412,000 Foreign currency translation adjustment 513,000 440,000 ------------ ------------ Total 264,284,000 252,289,000 Less: Common stock in treasury, at cost September 30, 1994 - 599,000 shares; June 30, 1994 - 303,000 shares 18,636,000 11,606,000 Amount due from ESOP 3,836,000 3,836,000 ------------ ------------ Total shareholders' equity 241,812,000 236,847,000 ------------ ------------ Total Liabilities and Shareholders' Equity $371,702,000 $355,445,000 ============ ============ See Notes to Consolidated Condensed Financial Statements
3 of 9 4 LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended September 30 1994 1993 ------------ ------------ Net Sales $189,130,000 $172,821,000 Cost of Sales 132,114,000 118,413,000 ------------ ------------ Gross Margin 57,016,000 54,408,000 Selling, General and Administrative Expenses 31,574,000 31,848,000 ------------ ------------ Operating Income 25,442,000 22,560,000 Other Income (Expense): Interest expense (715,000) (694,000) Interest income and other - net 409,000 19,000 ------------ ------------ Income Before Income Taxes 25,136,000 21,885,000 Taxes Based on Income 9,816,000 8,865,000 ------------ ------------ Net Income $ 15,320,000 $ 13,020,000 ============ ============ Net Income Per Common Share $ .51 $ .43 ===== ===== Cash Dividends Per Common Share $ .12 $ .0975 ===== ======= Weighted Average Common Shares Outstanding 30,254,000 30,337,000 ========== ========== See Notes to Consolidated Condensed Financial Statements
4 of 9 5 LANCASTER COLONY CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended September 30 1994 1993 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $15,320,000 $13,020,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 5,953,000 5,877,000 Deferred income taxes and other noncash charges (1,289,000) (236,000) Loss (gain) on sale of property 17,000 (7,000) Changes in operating assets and liabilities: Receivables (17,746,000) (22,584,000) Inventories (18,298,000) (11,366,000) Prepaid expenses and other current assets (819,000) (154,000) Accounts payable 9,355,000 11,878,000 Accrued liabilities 3,938,000 4,954,000 ----------- ----------- Net cash (used in) provided by operating activities (3,569,000) 1,382,000 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Payments on property additions (7,626,000) (4,669,000) Acquisition (5,438,000) Proceeds from sale of property 45,000 75,000 Other - net (333,000) (1,151,000) ----------- ----------- Net cash used in investing activities (7,914,000) (11,183,000) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Purchase of treasury stock (7,030,000) (3,372,000) Payment of dividends (3,623,000) (2,947,000) Payments on long-term debt (403,000) (537,000) Common stock issued upon exercise of stock options including related tax benefits 246,000 386,000 ----------- ----------- Net cash used in financing activities (10,810,000) (6,470,000) ----------- ----------- Effect of exchange rate changes on cash 15,000 2,000 ----------- ----------- Net change in cash and equivalents (22,278,000) (16,269,000) Cash and equivalents at beginning of year 30,423,000 16,502,000 ----------- ----------- Cash and equivalents at end of period $ 8,145,000 $ 233,000 =========== =========== SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS: Cash paid during the period for: Interest $ 1,214,000 $ 1,301,000 =========== =========== Income taxes $ 3,864,000 $ 3,013,000 =========== =========== See Notes to Consolidated Condensed Financial Statements
5 of 9 6 LANCASTER COLONY CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS FOR THE PERIODS ENDED SEPTEMBER 30, 1994 AND 1993 (1) The interim consolidated condensed financial statements are unaudited but, in the opinion of management, 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 consolidated condensed 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. These financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company's annual report on Form 10-K for the year ended June 30, 1994. (2) Net income per common share is computed based on the weighted average number of shares of common stock and common stock equivalents (stock options) outstanding during each period. (3) On July 20, 1994, a four-for-three stock split was effected whereby one additional common share was issued for each three shares outstanding to shareholders of record on June 20, 1994. Accordingly, all per share data and the weighted average common shares outstanding for the period ended September 30, 1993 in the accompanying consolidated condensed financial statements has been retroactively adjusted for this split. (4) As approved by its shareholders, the Company has an incentive stock option plan by which 3,625,000 common shares may be issued under options granted pursuant to terms of the plan. As of September 30, 1994, employee options for 2,633,542 shares have been granted and 2,420,113 have been exercised. 6 of 9 7 LANCASTER COLONY CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR THE PERIODS ENDED SEPTEMBER 30, 1994 AND 1993 RESULTS OF OPERATIONS Net sales for the three months ended September 30, 1994 totalled $189,130,000, which represented an increase of 9% over net sales of $172,821,000 recorded during the comparable 1993 period. This increase resulted primarily from greater unit sales. Sales growth was achieved within each of the Company's three operating segments although sales of the Glassware and Candles segment were affected by customers shifting the timing of certain recurring seasonal product sales to the second quarter of fiscal 1995. Foodservice sales led growth in the Specialty Foods segment as did light truck and van accessories sales in the Automotive segment. Changes in sales mix contributed to the decline in the consolidated gross profit margin from 31.5% in the 1993 quarter compared to 30.1% in 1994. Adversely affecting gross margins were increases in raw material costs, particularly those experienced by the Specialty Foods and Automotive segments. The Company continues to attempt to mitigate the effect of such increases by increasing, where possible, sales prices on affected product lines. Also of note was the greater proportion of foodservice sales included within the 1994 total. Such sales typically yield a lower gross margin than do that of retail food sales. Operating expenses of $31,574,000 during the 1994 quarter decreased 1% from the prior year's comparable total of $31,848,000. The planned reduction of certain promotional costs within the Specialty Foods segment contributed to this decline. Consolidated income before income taxes rose by 15% to $25,136,000 for the three months ended September 30, 1994 compared to $21,885,000 recorded in the year-ago period. Similarly, net income increased 18% to $15,320,000 in 1994 compared to $13,020,000 in the 1993 quarter. The overall effective tax rate declined by approximately 1.5% as a result of a provision recorded in the preceding year's quarter of approximately $400,000 to reflect certain retroactive provisions brought about by the August 1993 enactment of the Omnibus Budget Reconciliation Act of 1993. FINANCIAL CONDITION Cash used to support operating activities for the three months ended September 30, 1994 totalled $3,569,000 compared to cash provided for such activities of $1,382,000 during the three months ended September 30, 1993. Consolidated net current assets increased by $1,045,000 from June 30, 1994 to September 30, 1994 while the working capital ratio declined from approximately 3.2:1 at June 30 to 2.9:1 at September 30. Notable changes in working capital components since June 30, 1994 included a decrease in cash and equivalents of $22,278,000, an increase in net accounts receivable of $17,746,000 and an increase in inventories of $18,298,000. Cash was utilized to support the increase in accounts receivable and inventory as well as to pay for the repurchase of common stock outstanding which totalled $7,030,000 during the quarter. The increase in accounts receivable reflects the seasonally strong shipment pattern which occurs in the 7 of 9 8 latter half of the Company's first fiscal quarter. Similarly, the increase in inventories results primarily from a planned seasonal build in inventories within the Glassware and Candles segment. Including both short- and long-term debt within total capitalization, such debt was 12% of total capitalization at September 30 compared to 13% as of June 30. The Company continues to maintain discretionary bank lines of credit in excess of $150,000,000 as a contingent source of short-term financing for future capital or other temporary cash requirements. PART II. OTHER INFORMATION Item 6 - Exhibits and Reports on Form 8-K - - ----------------------------------------- (a) Exhibit 27 - Financial Data Schedule (b) Reports on Form 8-K - There were no reports filed on Form 8-K for the three months ended September 30, 1994. 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. LANCASTER COLONY CORPORATION Date: November 8, 1994 BY:/S/John B. Gerlach ----------------------- ---------------------------- JOHN B. GERLACH Chairman, Chief Executive Officer and Principal Financial Officer Date: November 8, 1994 BY:/S/John L. Boylan ----------------------- ---------------------------- JOHN L. BOYLAN Treasurer and Assistant Secretary 8 of 9 EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REGISTRANT'S CONSOLIDATED CONDENSED BALANCE SHEET AND STATEMENT OF INCOME FOR THE QUARTER ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS JUN-30-1995 SEP-30-1994 8,145 0 101,074 2,591 135,946 252,058 272,076 168,349 371,702 87,467 32,613 25,683 0 0 216,129 371,702 189,130 189,130 132,114 132,114 0 0 715 25,136 9,816 15,320 0 0 0 15,320 .51 .51
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