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): August 22, 2013
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) |
(IRS Employer Identification No.) | ||
37 West Broad Street | ||||
Columbus, Ohio | 43215 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants 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)) |
Item 2.02 | Results of Operations and Financial Condition |
On August 22, 2013, Lancaster Colony Corporation issued a press release announcing its results for the three months and fiscal year ended June 30, 2013. The press release is attached as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits: |
99.1 | Press Release dated August 22, 2013 |
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: August 22, 2013 | By: | /S/ JOHN L. BOYLAN | ||
John L. Boylan | ||||
Treasurer, Vice President, | ||||
Assistant Secretary, | ||||
Chief Financial Officer and Director | ||||
(Principal Financial and Accounting Officer) |
INDEX TO EXHIBITS
Exhibit |
Description |
Located at | ||
99.1 | Press Release dated August 22, 2013 | Filed herewith |
Exhibit 99.1
FOR IMMEDIATE RELEASE | SYMBOL: LANC | |
Thursday, August 22, 2013 | TRADED: Nasdaq |
LANCASTER COLONY REPORTS FISCAL YEAR AND FOURTH QUARTER RESULTS
COLUMBUS, Ohio, Aug. 22 Lancaster Colony Corporation (Nasdaq: LANC) today reported these highlights for the companys fiscal year ended June 30, 2013:
| Net sales increased three percent to $1,166 million versus $1,131 million last year. |
| Net income increased 14 percent to $109.2 million or $3.99 per diluted share, compared to the prior-years net income of $95.8 million, or $3.51 per diluted share. Pretax income associated with second quarter distributions under the Continued Dumping and Subsidy Offset Act amounted to $0.3 million (approximately one cent per share after taxes) in fiscal 2013 and $2.7 million (approximately six cents per share after taxes) in fiscal 2012. |
| The quarterly cash dividend was increased for the 50th consecutive year. A $5 per share special dividend was also paid this past December. |
| The balance sheet remained strong with no debt outstanding and over $123 million in cash and equivalents. |
Fourth Quarter Results
Highlights of the fourth quarter ended June 30, 2013 included the following:
| Net sales decreased two percent to $269 million versus $274 million in the year ago quarter. |
| Specialty Foods net sales totaled $245.2 million, off one percent from the prior-years record fourth quarter total, reflecting slightly lower volumes and higher levels of coupon redemption costs. The prior-years fourth quarter retail volumes benefited from an unusually strong level of new product introduction not repeated in this years fourth quarter. Segment operating income declined seven percent to $38.9 million from $42.0 million a year ago primarily due to increased investments in consumer-driven marketing and promotional costs. In 2012, these costs were more skewed to earlier in the fiscal year. The prior-years fourth quarter income also included approximately $1 million in vendor recoveries associated with a fiscal 2010 product recall. The impact of material cost and pricing between quarters was not significant. |
| In its seasonally weakest quarter, Glassware and Candles sales of $24.1 million declined six percent from year-ago levels. The segments operating income of $0.2 million compared to an operating loss of $0.2 million in 2012. The quarters results reflected an improved sales mix, but also a loss on sale of approximately $0.4 million from exiting certain product lines, including glass drinkware, sold into commercial channels. |
| Fourth quarter net income totaled $25.5 million, or $.93 per diluted share, versus the year-ago net income of $26.0 million, or $.95 per diluted share. Quarterly income taxes for 2013 included the after-tax benefit of approximately $0.7 million from the release of reserves associated with uncertain tax positions. |
MORE. . .
PAGE 2 / LANCASTER COLONY REPORTS FISCAL YEAR AND 4TH QUARTER RESULTS
Fiscal 2013 Commentary
Chairman and CEO John B. Gerlach, Jr. said, While our fourth quarter results reflected challenging comparisons to a strong year-ago quarter, we were pleased with the years solid growth in sales and net income. Both of our operating segments achieved full-year improvements in net sales and operating income with recent product introductions helping to push Specialty Foods net sales over the $1 billion mark for the first time. Specialty Foods results also reflected modest improvement in both pricing and material costs.
Fiscal 2014 Commentary
Mr. Gerlach added, We are optimistic about fiscal 2014 as driven by anticipated growth in Specialty Foods. This improvement is expected through added volumes from several newer retail and foodservice programs, as well as through further market expansion of certain key product lines. We also foresee the potential for modestly favorable material cost comparisons as we move later into the fiscal year. Glassware and Candles sales and operating income are expected to be challenged by weaker customer demand and lower production levels. We believe our strong and flexible balance sheet supports our future growth potential, including appropriate food-related business investments and acquisitions.
Conference Call on the Web
The companys fiscal year and fourth quarter conference call is scheduled for this morning, August 22, at 10:00 a.m. ET. You may access the call through a live webcast by using the link provided on the companys Internet home page at www.lancastercolony.com. Replays of the webcast will be made available on the company website.
About the Company
Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products focusing primarily on specialty foods for the retail and foodservice markets.
MORE. . .
PAGE 3 / LANCASTER COLONY REPORTS FISCAL YEAR AND 4TH QUARTER RESULTS
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 potential for loss of larger programs or key customer relationships; |
| the effect of consolidation of customers within key market channels; |
| the success and cost of new product development efforts; |
| the lack of market acceptance of new products; |
| the reaction of customers or consumers to the effect of price increases we may implement; |
| changes in demand for our products, which may result from loss of brand reputation or customer goodwill; |
| the possible occurrence of product recalls or other defective or mislabeled product costs; |
| price and product competition; |
| fluctuations in the cost and availability of raw materials; |
| adverse changes in energy costs and other factors that may affect costs of producing, distributing or transporting our products; |
| maintenance of competitive position with respect to other manufacturers, including global sources of production; |
| dependence on key personnel; |
| stability of labor relations; |
| dependence on contract copackers and limited or exclusive sources for certain goods; |
| changes in estimates in critical accounting judgments; |
| the outcome of any litigation or arbitration; 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). |
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 such statements that are based on current expectations.
# # # #
FOR FURTHER INFORMATION: | John B. Gerlach, Jr., Chairman and CEO, or | |
John L. Boylan, Vice President, Treasurer and CFO | ||
Lancaster Colony Corporation | ||
Phone: 614/224-7141 | ||
or | ||
Investor Relations Consultants, Inc. | ||
Phone: 727/781-5577 or E-mail: lanc@mindspring.com |
MORE. . .
PAGE 4 / LANCASTER COLONY REPORTS FISCAL YEAR AND 4TH QUARTER RESULTS
LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands except per-share amounts)
Three Months Ended June 30, |
Fiscal Year Ended June 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Net sales |
$ | 269,267 | $ | 273,959 | $ | 1,165,909 | $ | 1,131,359 | ||||||||
Cost of sales |
208,355 | 212,939 | 898,800 | 891,248 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross margin |
60,912 | 61,020 | 267,109 | 240,111 | ||||||||||||
Selling, general & administrative expenses |
24,510 | 21,909 | 105,203 | 96,824 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
36,402 | 39,111 | 161,906 | 143,287 | ||||||||||||
Interest income and other net |
(128 | ) | (30 | ) | 77 | 2,744 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income taxes |
36,274 | 39,081 | 161,983 | 146,031 | ||||||||||||
Taxes based on income |
10,797 | 13,126 | 52,734 | 50,223 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 25,477 | $ | 25,955 | $ | 109,249 | $ | 95,808 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per common share:(a) |
||||||||||||||||
Basic |
$ | .93 | $ | .95 | $ | 4.00 | $ | 3.51 | ||||||||
Diluted |
$ | .93 | $ | .95 | $ | 3.99 | $ | 3.51 | ||||||||
Cash dividends per common share |
$ | .40 | $ | .36 | $ | 6.52 | $ | 1.41 | ||||||||
Weighted average common shares outstanding: |
||||||||||||||||
Basic |
27,277 | 27,222 | 27,252 | 27,233 | ||||||||||||
Diluted |
27,316 | 27,254 | 27,285 | 27,265 |
(a) | Based on the weighted average number of shares outstanding during each period. |
MORE
PAGE 5 / LANCASTER COLONY REPORTS FISCAL YEAR AND 4TH QUARTER RESULTS
LANCASTER COLONY CORPORATION
BUSINESS SEGMENT INFORMATION (Unaudited)
(In thousands)
Three Months Ended June 30, |
Fiscal Year Ended June 30, |
|||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
NET SALES |
||||||||||||||||
Specialty Foods |
$ | 245,190 | $ | 248,333 | $ | 1,013,803 | $ | 988,937 | ||||||||
Glassware and Candles |
24,077 | 25,626 | 152,106 | 142,422 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 269,267 | $ | 273,959 | $ | 1,165,909 | $ | 1,131,359 | |||||||||
|
|
|
|
|
|
|
|
|||||||||
OPERATING INCOME (LOSS) |
||||||||||||||||
Specialty Foods |
$ | 38,920 | $ | 41,969 | $ | 165,710 | $ | 151,479 | ||||||||
Glassware and Candles |
174 | (167 | ) | 7,983 | 2,105 | |||||||||||
Corporate expenses |
(2,692 | ) | (2,691 | ) | (11,787 | ) | (10,297 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 36,402 | $ | 39,111 | $ | 161,906 | $ | 143,287 | |||||||||
|
|
|
|
|
|
|
|
LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)
June 30, 2013 |
June 30, 2012 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and equivalents |
$ | 123,386 | $ | 191,636 | ||||
Receivables net of allowance for doubtful accounts |
70,398 | 73,326 | ||||||
Total inventories |
109,151 | 109,704 | ||||||
Deferred income taxes and other current assets |
23,123 | 17,073 | ||||||
|
|
|
|
|||||
Total current assets |
326,058 | 391,739 | ||||||
Net property, plant and equipment |
189,695 | 184,130 | ||||||
Other assets |
104,211 | 106,766 | ||||||
|
|
|
|
|||||
Total assets |
$ | 619,964 | $ | 682,635 | ||||
|
|
|
|
|||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 41,890 | $ | 40,708 | ||||
Accrued liabilities |
35,287 | 31,963 | ||||||
|
|
|
|
|||||
Total current liabilities |
77,177 | 72,671 | ||||||
Other noncurrent liabilities and deferred income taxes |
41,565 | 45,697 | ||||||
Shareholders equity |
501,222 | 564,267 | ||||||
|
|
|
|
|||||
Total liabilities and shareholders equity |
$ | 619,964 | $ | 682,635 | ||||
|
|
|
|
# # # #
7DY/+S';;6I=M/?.7%SW+5\M)68RNJ!_\R65\;OD I>0-]I;7;-3V+QCU;;]O[7XY7>F(1VZ
MTJ?2(YU(3CNG0C26>0]R404;`U,FU>@L@Z62(NFB"A#&`U'.-W>)XY:I[[G+
M?N*3NM.1 YB/\`O&[C9@]4JY#*RK>HP,!5;Q/66WN$
MDU#,VKIK$PZOE'!:5;&``$"V#[N#(59L[MU^TK8J_JEY?N1&N*?F`=AVX.\'<^R%H&N\&>??;
U/-GC(P[-DE7I):&V#88Z=3CO)`TG&,2>6FL9,4@`
MGQVM\Q/V^$:BVUEP'E)[FKR8O;(]:TGQ\T/K&]L0?6R50!I!&MDE.5.N1=3J
MC%PJ55\N0%E44$3AY9?X10-;CL>
;+4
M(I!5A"M_6P/,3TQ)L*]6HHZC!C*/F[>1L,LU1650:NED4CF.1%4Q03,!C*7E
MOLN/HFNIUWJ^$LTG.