UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-Q
(Mark One)
For the quarterly period ended March 31, 2013
or
For the transition period from to
Commission file number 000-04065
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
37 West Broad Street
Columbus, Ohio
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 x 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 x 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):
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of April 26, 2013, there were approximately 27,316,000 shares of Common Stock, without par value, outstanding.
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Condensed Consolidated Financial Statements (unaudited):
Condensed Consolidated Balance Sheets – March 31, 2013 and June 30, 2012
Condensed Consolidated Statements of Income – Three and Nine Months Ended March 31, 2013 and 2012
Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended March 31, 2013 and 2012
Condensed Consolidated Statements of Cash Flows – Nine Months Ended March 31, 2013 and 2012
Notes to Condensed Consolidated Financial Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures
PART II – OTHER INFORMATION
Legal Proceedings
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Exhibits
SIGNATURES
INDEX TO EXHIBITS
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CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Amounts in thousands, except share data)
Current Assets:
Cash and equivalents
Receivables (less allowance for doubtful accounts, March-$853; June-$678)
Inventories:
Raw materials
Finished goods and work in process
Total inventories
Deferred income taxes and other current assets
Total current assets
Property, Plant and Equipment:
Land, buildings and improvements
Machinery and equipment
Total cost
Less accumulated depreciation
Property, plant and equipment-net
Other Assets:
Goodwill
Other intangible assets-net
Other noncurrent assets
Total
Current Liabilities:
Accounts payable
Accrued liabilities
Total current liabilities
Other Noncurrent Liabilities
Deferred Income Taxes
Shareholders’ Equity:
Preferred stock-authorized 3,050,000 shares; outstanding-none
Common stock-authorized 75,000,000 shares; outstanding – March-27,315,855 shares; June-27,286,861 shares
Retained earnings
Accumulated other comprehensive loss
Common stock in treasury, at cost
Total shareholders’ equity
See accompanying notes to condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
Net Sales
Cost of Sales
Gross Margin
Selling, General and Administrative Expenses
Operating Income
Other Income:
Other income-Continued Dumping and Subsidy Offset Act
Interest Income and Other-Net
Income Before Income Taxes
Taxes Based on Income
Net Income
Net Income Per Common Share:
Basic and Diluted
Cash Dividends Per Common Share
Weighted Average Common Shares Outstanding:
Basic
Diluted
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Other Comprehensive Income:
Defined Benefit Pension and Postretirement Benefit Plans:
Amortization of loss, before tax
Amortization of prior service asset, before tax
Total Other Comprehensive Income, Before Tax
Tax Attributes of Items in Other Comprehensive Income:
Amortization of loss, tax
Amortization of prior service asset, tax
Total Other Comprehensive Income, Tax
Other Comprehensive Income, Net of Tax
Comprehensive Income
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows From Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Deferred income taxes and other noncash changes
Stock-based compensation expense
Loss (gain) on sale of property
Pension plan activity
Changes in operating assets and liabilities:
Receivables
Inventories
Other current assets
Accounts payable and accrued liabilities
Net cash provided by operating activities
Cash Flows From Investing Activities:
Payments on property additions
Proceeds from sale of property
Other-net
Net cash used in investing activities
Cash Flows From Financing Activities:
Purchase of treasury stock
Payment of dividends
Excess tax benefit from stock-based compensation
Net cash used in financing activities
Net change in cash and equivalents
Cash and equivalents at beginning of year
Cash and equivalents at end of period
Supplemental Disclosure of Operating Cash Flows:
Cash paid during the period for income taxes
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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 2012 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, 2013 refers to fiscal 2013, which is the period from July 1, 2012 to June 30, 2013.
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 Condensed Consolidated Statements of Cash Flows were as follows:
Construction in progress in accounts payable
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.
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Basic and diluted net income per common share were calculated as follows:
Net income available to participating securities
Net income available to common shareholders
Weighted average common shares outstanding – basic
Incremental share effect from:
Nonparticipating restricted stock
Stock-settled stock appreciation rights
Weighted average common shares outstanding – diluted
Net income per common share – basic and diluted
Significant Accounting Policies
There were no changes to our Significant Accounting Policies from those disclosed in our 2012 Annual Report on Form 10-K.
Note 2 – Impact of Recently Issued Accounting Standards
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 13-02”) which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. ASU 13-02 effectively replaces the requirements previously outlined in ASU No. 2011-05, “Comprehensive Income: Presentation of Comprehensive Income” and ASU No. 2011-12,“Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05”. The requirements of ASU 13-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, with early adoption permitted. As ASU 13-02 relates to disclosure requirements only, we do not expect the adoption of this guidance to have an impact on our financial position, results of operations or cash flows.
Note 3 – Goodwill and Other Intangible Assets
Goodwill attributable to the Specialty Foods segment was approximately $89.8 million at March 31, 2013 and June 30, 2012.
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The following table summarizes our identifiable other intangible assets, all included in the Specialty Foods segment:
Trademarks (40-year life)
Gross carrying value
Accumulated amortization
Net carrying value
Customer Relationships (12 to 15-year life)
Total net carrying value
Amortization expense relating to these assets was as follows:
Amortization expense
Total annual amortization expense for each of the next five years is estimated to be as follows:
2014
2015
2016
2017
2018
Note 4 – Long-Term Debt
At March 31, 2013 and June 30, 2012, we had an unsecured credit agreement 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 based on 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. Based on the long-term nature of this facility, when we have outstanding borrowings under this facility, we will classify the outstanding balance as long-term debt.
At March 31, 2013 and June 30, 2012, we had no borrowings outstanding under this facility. At March 31, 2013, we had approximately $3.4 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the credit agreement. We paid no interest for the three and nine months ended March 31, 2013 and 2012. At March 31, 2013 and June 30, 2012, we were in compliance with all applicable provisions and covenants of this facility, and we exceeded the requirements of the financial covenants by substantial margins. At March 31, 2013, we were not aware of any event that would constitute a
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default under the facility.
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 5 – Pension Benefits
We and certain of our operating subsidiaries have sponsored multiple defined benefit pension plans covering union workers at certain locations. As a result of restructuring activities in recent years, 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:
Components of net periodic benefit income
Interest cost
Expected return on plan assets
Amortization of unrecognized net loss
Net periodic benefit income
For the three and nine months ended March 31, 2013, we made no pension plan contributions and we do not expect to make any contributions to our pension plans during 2013.
Note 6 – 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:
Components of net periodic benefit cost
Service cost
Amortization of unrecognized net gain
Amortization of prior service asset
Net periodic benefit cost
For the three and nine months ended March 31, 2013, we made approximately $27,000 and $81,000, respectively, in contributions to our postretirement medical and life insurance benefit plans. We expect to
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make approximately $0.1 million more in contributions to our postretirement medical and life insurance benefit plans during the remainder of 2013.
Note 7 – Stock-Based Compensation
Our shareholders 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 will be 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.
Stock-Settled Stock Appreciation Rights
We use periodic grants of stock-settled stock appreciation rights (“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.
In February 2013 and 2012, we granted SSSARs to various employees under the terms of our 2005 Plan. The following table summarizes information relating to each of these grants:
SSSARs granted
Weighted average grant date fair value per right
Assumptions used in fair value calculations:
Risk-free interest rate
Dividend yield
Volatility factor of the expected market price of our common stock
Weighted average expected life in years
Estimated forfeiture rate
For each of these grants, the volatility factor was estimated based on actual historical volatility of our stock for a time period equal to the term of the SSSARs. The expected average life was determined based on historical exercise experience for this type of grant. The SSSARs from each grant vest one-third on the first anniversary of the grant date, one-third on the second anniversary of the grant date and one-third on the third anniversary of the grant date.
We recognize compensation expense over the requisite service period. Compensation expense was reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification and was allocated to each segment appropriately. We recorded tax benefits and gross windfall tax benefits related to SSSARs. These windfall tax benefits were included in the financing section of the Condensed Consolidated Statements of Cash Flows. The following table summarizes SSSARs compensation expense and tax benefits recorded:
Compensation expense
Tax benefits
Intrinsic value of exercises
Gross windfall tax benefits
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The total fair values of SSSARs vested were as follows:
Fair value of vested rights
The following table summarizes the activity relating to SSSARs granted under the 2005 Plan for the nine months ended March 31, 2013:
Outstanding at beginning of period
Exercised
Granted
Forfeited
Outstanding at end of period
Exercisable and vested at end of period
Vested and expected to vest at end of period
At March 31, 2013, there was approximately $1.8 million of unrecognized compensation expense related to SSSARs that we will recognize over a weighted-average period of approximately 2.29 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.
In November 2012 and 2011, we granted shares of restricted stock to our seven nonemployee directors under the terms of the 2005 Plan. The following table summarizes information relating to each of these grants:
Nonemployee directors
Restricted stock granted
Grant date fair value
Weighted average grant date fair value per award
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The 2013 grant vests over a one-year period, and all of these shares are expected to vest. Dividends earned on the stock during the vesting period will be paid to the directors at the time the stock vests. The 2012 grant vested during the second quarter of 2013, and the directors were paid the related dividends.
In February 2013 and 2012, we granted shares of restricted stock to various employees under the terms of the 2005 Plan. The following table summarizes information relating to each of these grants:
Employees
The restricted stock under each of these employee grants vests on the third anniversary of the grant date. Under the terms of the grants, employees receive dividends on unforfeited restricted stock regardless of their vesting status. Approximately 23,000 shares of employee restricted stock vested in 2013.
We recognize compensation expense over the requisite service period. Compensation expense was reflected in Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification and was allocated to each segment appropriately. We recorded tax benefits and gross windfall tax benefits related to restricted stock. Windfall tax benefits, if any, were included in the financing section of the Condensed Consolidated Statements of Cash Flows. The following table summarizes restricted stock compensation expense and tax benefits recorded:
The total fair values of restricted stock vested were as follows:
Fair value of vested shares
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The following table summarizes the activity relating to restricted stock granted under the 2005 Plan for the nine months ended March 31, 2013:
Unvested restricted stock at beginning of period
Vested
Unvested restricted stock at end of period
At March 31, 2013, there was approximately $2.0 million of unrecognized compensation expense related to restricted stock that we will recognize over a weighted-average period of approximately 1.92 years.
Note 8 – Income Taxes
The gross tax contingency reserve at March 31, 2013 was approximately $2.0 million and consisted of tax liabilities of approximately $1.0 million and penalties and interest of approximately $1.0 million. We classified approximately $0.2 million of the gross tax contingency reserve as current liabilities as these amounts are expected to be resolved within the next 12 months. The remaining liability of approximately $1.8 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.
Note 9 – Business Segment Information
The following summary of financial information by business segment is consistent with the basis of segmentation and measurement of segment profit or loss presented in our June 30, 2012 consolidated financial statements. The March 31, 2013 identifiable assets by reportable segment are generally consistent with that of June 30, 2012. However, the amount of Corporate assets declined because of the decrease in cash, which is treated as a Corporate asset, due to the payment of the December 2012 special dividend.
Specialty Foods
Glassware and Candles
Corporate Expenses
Note 10 – Commitments and Contingencies
We currently are party to various legal proceedings, including an action brought by a competitor in our Glassware and Candles segment alleging defamation of the competitor by us. The plaintiff’s complaint did
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not specify damages. The case is set for jury trial beginning May 20, 2013 in the U.S. District Court of South Carolina. We believe we have meritorious defenses in this matter and intend to defend ourselves vigorously. As of March 31, 2013, we have not recorded a loss contingency for this matter. While we believe that the ultimate outcome of this and various other proceedings we face, individually and in the aggregate, will not have a material adverse effect on our financial position or liquidity, litigation is always subject to inherent uncertainties, and unfavorable rulings could occur, which could have a material impact on net income for the period in which the ruling occurs and future periods.
The Continued Dumping and Subsidy Offset Act of 2000 (“CDSOA”) provides for the distribution of monies collected by U.S. Customs from anti-dumping cases to qualifying domestic producers. Our reported CDSOA receipts totaled approximately $0.3 million in the second quarter of 2013, as compared to approximately $2.7 million in the second quarter of 2012.
CDSOA remittances relate to certain candles being imported from the People’s Republic of China. CDSOA provisions for remittances apply only to duties collected on products imported prior to October 2007. Accordingly, we may receive some level of annual distributions for an undetermined period of years in the future as the monies collected that relate to entries filed prior to October 2007 are administratively finalized by U.S. Customs. Without further legislative action, we expect these distributions will eventually cease.
Cases have been brought in U.S. courts challenging certain aspects of CDSOA. In two separate cases, the U.S. Court of International Trade (“CIT”) ruled that the procedure for determining recipients eligible to receive CDSOA distributions is unconstitutional. The U.S. Court of Appeals for the Federal Circuit reversed both CIT decisions and the U.S. Supreme Court did not hear either case. This allowed the appellate court decisions to stand, but other legal challenges to CDSOA are still pending.
We are unable to determine, at this time, what the ultimate outcome of other litigation will be, and it is possible that further legal action, potential additional changes in the law and other factors could affect the amount of funds available for distribution, including funds relating to entries prior to October 2007. Accordingly, we cannot predict the amount of future distributions, if any, we may receive. Any change in CDSOA distributions could affect our earnings and cash flow.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(Tabular dollars in thousands)
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, 2013 refers to fiscal 2013, which is the period from July 1, 2012 to June 30, 2013.
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 and uncertainties 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 as a result of factors set forth under the caption “Forward-Looking Statements.”
OVERVIEW
Business Overview
Lancaster Colony Corporation is a diversified manufacturer and marketer of consumer products focusing primarily on specialty foods for the retail and foodservice markets. We also manufacture and market candles for the food, drug and mass markets. Although not material to our consolidated operations, we are also engaged in the distribution of various products, including glassware and candles, to select commercial markets. Our operations are organized in two reportable segments: “Specialty Foods” and “Glassware and Candles.” The sales of each segment are predominately domestic.
In recent years, our strategy has shifted away from operating businesses in a variety of industries towards emphasizing the growth and success we have achieved in our Specialty Foods segment.
We view our food operations as having 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;
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.
Within the Specialty Foods segment, 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 and introduce new products;
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. Based on our current plans and expectations, we believe that our total consolidated capital expenditures for 2013 will total approximately $25 million.
Summary of 2013 Results
The following is a comparative overview of our consolidated operating results for the three and nine months ended March 31, 2013 and 2012.
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Net sales for the three months ended March 31, 2013 increased 3% to approximately $279.5 million from the prior-year total of $271.1 million. This sales increase reflects higher sales in the Specialty Foods segment, largely due to higher retail volumes. Glassware and Candles net sales declined as a result of lower candle volumes. The third quarter gross margin increased 9% to approximately $58.8 million from the prior-year total of $53.8 million. The higher level of net sales and a more favorable sales mix contributed to the improved gross margin. Net income for the three months ended March 31, 2013 totaled approximately $21.8 million, or $.80 per diluted share. Net income totaled approximately $18.2 million in the third quarter of the prior year, or $.67 per diluted share.
Year-to-date net sales for the period ended March 31, 2013 increased 5% to approximately $896.6 million from the prior-year total of $857.4 million. Gross margin increased 15% to approximately $206.2 million from the prior year-to-date total of $179.1 million. Net income for the nine months ended March 31, 2013 totaled approximately $83.8 million, or $3.06 per diluted share. Net income totaled approximately $69.9 million in the nine months ended March 31, 2012, or $2.56 per diluted share.
RESULTS OF CONSOLIDATED OPERATIONS
Net Sales and Gross Margin
Gross Margin as a Percentage of Net Sales
Consolidated net sales for the third quarter and nine months ended March 31, 2013 increased 3% and 5%, respectively. For the quarter, increased sales within the Specialty Foods segment were partially offset by lower sales within the Glassware and Candles segment. The sales increase for the nine-month period reflected higher sales in both operating segments.
For the three and nine months ended March 31, 2013, net sales of the Specialty Foods segment increased by 4%. For the quarter, the net sales increase was mainly influenced by increased retail volumes, including that provided by recently-introduced products. Overall foodservice sales volumes for the quarter were relatively comparable to year ago levels. The impact of pricing to the quarter was immaterial. Both the retail and foodservice sales increased for the year-to-date period. Higher product pricing contributed approximately a quarter of the segment’s net sales growth for the nine-month period. The current year’s growth in foodservice sales occurred largely among existing customers. Additionally, the success of recently-introduced products also benefited retail channel sales. For both comparable periods of 2013, retail net sales also benefited from lower levels of consumer-directed promotional costs.
Net sales of the Glassware and Candles segment for the three months ended March 31, 2013 decreased by 4% on lower candle volume. Net sales of the Glassware and Candles segment increased by 10% for the nine months ended March 31, 2013. The increase in net sales for the nine-month period was influenced by the growth of seasonal candle programs.
As a percentage of sales, our consolidated gross margin for the three and nine months ended March 31, 2013 was 21.0% and 23.0%, respectively, as compared to 19.8% and 20.9% achieved in the prior-year comparative periods.
In the Specialty Foods segment, gross margin percentages improved for both the three and nine months ended March 31, 2013, reflecting factors such as improved sales volumes, a more favorable sales mix and modestly favorable ingredient costs (especially for soybean oil, flour and sweeteners). We estimate that lower material costs beneficially affected the segment’s gross margins by less than one percent of segment net sales for both the three and nine months ended March 31, 2013. For the year-to-date period, margins also
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benefited from higher pricing. Looking forward into the final quarter of 2013, we anticipate comparative results to be challenged by the prior year’s volume of new product roll-outs, less favorable material cost comparisons than experienced in the third quarter and potentially higher promotional costs.
Gross margin percentages in the Glassware and Candles segment for both the three and nine months ended March 31, 2013, improved, as influenced by a more beneficial customer and product mix. For the year-to-date period, margins also reflected higher sales and production levels as well as modestly lower wax costs.
SG&A Expenses
SG&A Expenses as a Percentage of Net Sales
Consolidated selling, general and administrative costs totaled approximately $26.5 million and $80.7 million for the three and nine months ended March 31, 2013, respectively, compared to the $25.8 million and $74.9 million incurred for the three and nine months ended March 31, 2012. These increases were influenced by higher sales, greater personnel costs and increased costs associated with previously idled held-for-sale real estate.
The foregoing factors contributed to consolidated operating income totaling approximately $32.3 million and $125.5 million for the three and nine months ended March 31, 2013, respectively. By segment, our operating income can be summarized as follows:
Operating Income as a Percentage of Net Sales
Other Income – Continued Dumping and Subsidy Offset Act
The Continued Dumping and Subsidy Offset Act of 2000 (“CDSOA”) provides for the distribution of monies collected by U.S. Customs from anti-dumping cases to qualifying domestic producers. Our reported CDSOA receipts totaled approximately $0.3 million in the second quarter of 2013, as compared to a distribution of approximately $2.7 million in the second quarter of 2012.
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Interest Income and Other – Net
Interest income and other was expense of approximately $0.1 million for the three and nine months ended March 31, 2013 as compared to income of less than $0.1 million and approximately $0.1 million for the three and nine months ended March 31, 2012, respectively.
As impacted by the factors discussed above, income before income taxes for the three months ended March 31, 2013 increased by approximately $4.2 million to $32.2 million from the prior-year total of $28.0 million. Income before income taxes for the nine months ended March 31, 2013 and 2012 was approximately $125.7 million and $107.0 million, respectively. Our effective tax rate of 33.4% for the nine months ended March 31, 2013 was lower than the prior-year rate of 34.7%. The decrease in the 2013 effective rate reflected our expectation of a lower annual rate for 2013 as influenced by an increased deduction for dividends paid to our frozen ESOP Plan due to the $5.00 per share special dividend paid in December 2012.
Third quarter net income for 2013 of approximately $21.8 million increased from the preceding year’s net income for the quarter of $18.2 million, as influenced by the factors noted above. Year-to-date net income of approximately $83.8 million was higher than the prior year-to-date total of $69.9 million. Net income per share for the third quarter of 2013 totaled $.80 per basic and diluted share, as compared to $.67 per basic and diluted share recorded in the prior year. Year-to-date net income per share was $3.06 per basic and diluted share, as compared to $2.56 per basic and diluted share for the prior-year period.
FINANCIAL CONDITION
For the nine months ended March 31, 2013, net cash provided by operating activities totaled approximately $94.9 million as compared to $85.2 million in the prior-year period. The increase resulted from higher net income, partially offset by changes in deferred income taxes and relative changes in working capital. The increase in receivables since June 2012 largely related to the strength of sales toward the end of the March quarter relative to that of last June. The decrease in inventories since June 2012 primarily related to seasonal influences on production within the Glassware and Candles segment.
Cash used in investing activities for the nine months ended March 31, 2013 was approximately $18.8 million as compared to $12.7 million in the prior year. This increase reflected the higher level of capital expenditures in 2013, including an investment in expanded crouton manufacturing capabilities.
Cash used in financing activities for the nine months ended March 31, 2013 of approximately $167.1 million increased from the prior-year total of $36.8 million. This increase was due to higher dividend payments, including the $5.00 per share special dividend that was paid in December 2012, as partially offset by a lower level of share repurchases in the current year. The special dividend payment, which totaled in excess of $136 million, led to the decline in retained earnings since June 30, 2012 and also resulted in the decrease of Corporate assets, from that presented in the business segment information disclosed in our 2012 Annual Report on Form 10-K.
Under our unsecured revolving credit 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
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facility at March 31, 2013. At March 31, 2013, we had approximately $3.4 million of standby letters of credit outstanding, which reduced the amount available for borrowing on the unsecured revolving credit 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. Based on the long-term nature of this facility, when we have outstanding borrowings under this facility, we will classify the outstanding balance as long-term debt.
The facility contains certain restrictive covenants, including limitations on indebtedness, asset sales and acquisitions, and financial covenants relating to interest coverage and leverage. At March 31, 2013, 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 currently expect to remain in compliance with the facility’s covenants for the foreseeable future. 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 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 March 31, 2013, 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 2013. If we were to borrow outside of our credit facility under current market terms, our average interest rate may increase significantly and have an adverse effect on our results of operations.
For additional information regarding our credit facility, see Note 4 to the condensed consolidated financial statements.
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 March 31, 2013 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, there have been no significant changes to the contractual obligations disclosed in our 2012 Annual Report on Form 10-K.
CRITICAL ACCOUNTING POLICIES
There have been no changes in critical accounting policies from those disclosed in our 2012 Annual Report on Form 10-K.
RECENTLY ISSUED ACCOUNTING STANDARDS
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 13-02”) which adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. ASU 13-02 effectively replaces the requirements previously outlined in ASU No. 2011-05, “Comprehensive Income: Presentation of Comprehensive Income” (“ASU 11-05”) and ASU No. 2011-12,“Comprehensive Income: Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05” (“ASU 11-12”). The requirements of ASU 13-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2012, with early adoption permitted. As ASU 13-02 relates to disclosure requirements only, we do not expect the adoption of this guidance to have an impact on our financial position, results of operations or cash flows.
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RECENTLY ADOPTED ACCOUNTING STANDARDS
In December 2011, the FASB issued ASU 11-12. This ASU indefinitely deferred the effective date pertaining to reclassification adjustments out of accumulated other comprehensive income as set forth in ASU 11-05. ASU 11-12 had the same effective date as the unaffected provisions of ASU 11-05, for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. As this update is merely a deferral, it had no impact on our financial position or results of operations.
In June 2011, the FASB issued ASU 11-05. This ASU amended comprehensive income guidance to eliminate the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, it requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. ASU 11-05 was effective for public companies for fiscal years, and interim periods within those years, beginning after December 15, 2011, with early adoption permitted. As noted above, portions of this ASU relating to reclassifications were indefinitely deferred with the issuance of ASU 11-12. We adopted the presentation provisions of this guidance in the first quarter of fiscal 2013 by presenting other comprehensive income and its components in the Condensed Consolidated Statements of Comprehensive Income. There was no impact on our financial position or results of operations.
In September 2011, the FASB issued ASU No. 2011-08,“Intangibles – Goodwill and Other: Testing Goodwill for Impairment” (“ASU 11-08”). This ASU permitted an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The entity is not required to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value is less than its carrying value. ASU 11-08 was effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, with early adoption permitted. We adopted this guidance in fiscal 2013, but because the measurement of a potential impairment loss has not changed, the amended standards are not expected to have an effect on our consolidated financial statements.
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, you 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 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;
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the extent to which future business acquisitions are completed and acceptably integrated;
the possible occurrence of product recalls or other defective or mislabeled product costs;
efficiencies in plant operations, including the ability to optimize overhead utilization in candle operations;
price and product competition;
the uncertainty regarding the effect or outcome of any decision to explore further strategic alternatives among our nonfood operations;
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;
the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;
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;
legislation and litigation affecting the future administration of the Continued Dumping and Subsidy Offset Act of 2000;
access to any required financing;
unknown costs relating to the holding or disposition of idle real estate;
changes in estimates in critical accounting judgments;
the outcome of any litigation or arbitration; and
certain other factors, including the information disclosed in our discussion of risk factors under Item 1A of our 2012 Annual Report on Form 10-K.
Our market risks have not changed materially from those disclosed in our 2012 Annual Report on Form 10-K.
(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 March 31, 2013 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.
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We currently are party to various legal proceedings, including an action brought by a competitor in our Glassware and Candles segment alleging defamation of the competitor by us. The plaintiff’s complaint did not specify damages. The case is set for jury trial beginning May 20, 2013 in the U.S. District Court of South Carolina. We believe we have meritorious defenses in this matter and intend to defend ourselves vigorously. As of March 31, 2013, we have not recorded a loss contingency for this matter. While we believe that the ultimate outcome of this and various other proceedings we face, individually and in the aggregate, will not have a material adverse effect on our financial position or liquidity, litigation is always subject to inherent uncertainties, and unfavorable rulings could occur, which could have a material impact on net income for the period in which the ruling occurs and future periods.
There have been no material changes to the risk factors disclosed under Item 1A in our 2012 Annual Report on Form 10-K.
(c) In November 2010, our Board of Directors approved a share repurchase authorization of 2,000,000 shares, of which approximately 1,468,000 shares remained authorized for future repurchases at March 31, 2013. This share repurchase authorization does not have a stated expiration date. In the third quarter, we made the following repurchases of our common stock:
Period
January 1-31, 2013
February 1-28, 2013 (1)
March 1-31, 2013
See Index to Exhibits following Signatures.
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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
(Registrant)
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FORM 10-Q
MARCH 31, 2013
Exhibit
Number
Description
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