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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
__________
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003
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
incorporation or organization) Identification No.)
37 WEST BROAD STREET 43215
COLUMBUS, OHIO (Zip Code)
(Address of principal executive offices)
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 (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 is an accelerated filer
(as defined by Rule 12b-2 of the Exchange Act). Yes [x] No [ ]
As of October 31, 2003, there were approximately 35,760,000 shares of
Common Stock, no par value per share, outstanding.
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets - September 30, 2003 and June 30, 2003
Consolidated Statements of Income - Three Months Ended
September 30, 2003 and 2002
Consolidated Statements of Cash Flows - Three Months Ended
September 30, 2003 and 2002
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
2
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30 JUNE 30
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA) 2003 2003
--------------------------------------- ------------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and equivalents................................................. $ 145,633 $ 142,847
Receivables - (net of allowance for doubtful accounts,
September - $2,147 and June - $1,952).............................. 105,562 88,583
Inventories:
Raw materials and supplies......................................... 46,952 42,957
Finished goods and work in process................................. 120,709 116,455
----------- -----------
Total inventories................................................ 167,661 159,412
Deferred income taxes and other current assets....................... 25,718 23,543
----------- -----------
Total current assets............................................. 444,574 414,385
PROPERTY, PLANT AND EQUIPMENT:
Land, buildings and improvements..................................... 117,728 118,457
Machinery and equipment.............................................. 345,342 343,419
----------- -----------
Total cost....................................................... 463,070 461,876
Less accumulated depreciation........................................ 302,657 300,765
----------- -----------
Property, plant and equipment - net.............................. 160,413 161,111
OTHER ASSETS:
Goodwill - (net of accumulated amortization
September and June - $15,136) ..................................... 75,212 75,212
Other intangible assets.............................................. 428 435
Other noncurrent assets.............................................. 17,012 16,573
----------- -----------
TOTAL............................................................ $ 697,639 $ 667,716
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable .................................................... $ 47,439 $ 41,983
Accrued liabilities.................................................. 54,178 42,940
----------- -----------
Total current liabilities........................................ 101,617 84,923
OTHER NONCURRENT LIABILITIES............................................ 28,657 27,811
DEFERRED INCOME TAXES................................................... 7,558 7,317
SHAREHOLDERS' EQUITY:
Preferred stock - authorized 3,050,000 shares;
outstanding - none
Common stock - authorized 75,000,000 shares; outstanding -
September 30, 2003 - 35,757,347 shares;
June 30, 2003 - 35,770,663 shares.................................. 66,329 65,864
Retained earnings.................................................... 849,478 836,928
Accumulated other comprehensive loss................................. (8,968) (9,151)
----------- -----------
Total............................................................ 906,839 893,641
Common stock in treasury, at cost.................................... (347,032) (345,976)
----------- -----------
Total shareholders' equity........................................... 559,807 547,665
----------- -----------
TOTAL............................................................ $ 697,639 $ 667,716
=========== ===========
See accompanying notes to consolidated financial statements.
3
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 2003 2002
------------------------------------------- ----------- -----------
NET SALES............................................................... $ 266,652 $ 275,821
COST OF SALES........................................................... 210,845 218,135
----------- -----------
GROSS MARGIN............................................................ 55,807 57,686
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES............................ 24,169 24,886
----------- -----------
OPERATING INCOME........................................................ 31,638 32,800
INTEREST INCOME AND OTHER - NET......................................... 346 397
----------- -----------
INCOME BEFORE INCOME TAXES.............................................. 31,984 33,197
TAXES BASED ON INCOME................................................... 12,284 12,641
----------- -----------
NET INCOME.............................................................. $ 19,700 $ 20,556
=========== ===========
NET INCOME PER COMMON SHARE:
Basic and Diluted.................................................... $ .55 $ .56
CASH DIVIDENDS PER COMMON SHARE......................................... $ .20 $ .18
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic................................................................ 35,763 36,562
Diluted.............................................................. 35,831 36,629
See accompanying notes to consolidated financial statements.
4
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30
(AMOUNTS IN THOUSANDS) 2003 2002
-------------------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................. $ 19,700 $ 20,556
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization........................................ 7,432 8,143
Provision for losses on accounts receivable.......................... 201 195
Deferred income taxes and other noncash charges...................... 1,087 1,085
Restructuring and impairment charge.................................. (48) -
Gain on sale of property............................................. (744) (4)
Changes in operating assets and liabilities:
Receivables........................................................ (17,130) (269)
Inventories........................................................ (8,249) (14,668)
Other current assets............................................... (2,175) (2,090)
Accounts payable................................................... 5,456 4,622
Accrued liabilities................................................ 11,504 6,664
---------- ----------
Net cash provided by operating activities........................ 17,034 24,234
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments on property additions......................................... (6,677) (6,469)
Proceeds from sale of property......................................... 1,128 5
Other - net............................................................ (923) (361)
---------- ----------
Net cash used in investing activities............................ (6,472) (6,825)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends................................................... (7,150) (6,582)
Purchase of treasury stock............................................. (1,056) (6,811)
Common stock issued upon exercise of stock options..................... 420 2,155
---------- ----------
Net cash used in financing activities............................ (7,786) (11,238)
---------- ----------
Effect of exchange rate changes on cash................................... 10 7
---------- ----------
Net change in cash and equivalents........................................ 2,786 6,178
Cash and equivalents at beginning of year................................. 142,847 83,378
---------- ----------
Cash and equivalents at end of period..................................... $ 145,633 $ 89,556
========== ==========
SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:
Cash paid during the period for income taxes.......................... $ 1,254 $ 1,451
=========== ===========
See accompanying notes to consolidated financial statements.
5
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABULAR DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE 1 - BASIS OF PRESENTATION
The interim consolidated financial statements are unaudited but, in our
opinion, 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 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 Annual Report on Form
10-K for the year ended June 30, 2003.
During the three months ended September 30, 2003, certain inventory
quantity reductions resulted in a liquidation of LIFO inventory layers carried
at lower costs which prevailed in prior years. The effect of the liquidation for
the three months ended September 30, 2003 was an increase in net earnings of
approximately $1.0 million after taxes, or approximately three cents per share.
We account for our stock option plan under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
Interpretations. Accordingly, no compensation cost is reflected in net income,
as all options granted under those plans had an exercise price at least equal to
the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net income and net income per common
share as if we had applied the fair-value-based method under Statement of
Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," as amended by SFAS No. 148, to record expense for stock option
compensation:
THREE MONTHS ENDED
SEPTEMBER 30
2003 2002
---------- ----------
Net income as reported.............................................. $ 19,700 $ 20,556
Less: Total stock-based employee compensation
expense determined under fair-value-based method
for all awards, net of related tax effects.......................... (102) (35)
---------- ----------
Pro forma net income................................................ $ 19,598 $ 20,521
========== ==========
Net income per common share - basic and diluted
as reported and pro forma........................................... $ .55 $ .56
NOTE 2 - BUSINESS SEGMENT INFORMATION
The following summary financial information by business segment is
consistent with the basis of segmentation and measurement of segment profit or
loss presented in our June 30, 2003 consolidated financial statements:
THREE MONTHS ENDED
SEPTEMBER 30
2003 2002
---------- ----------
NET SALES
Specialty Foods............................................. $ 154,817 $ 147,633
Glassware and Candles....................................... 56,126 68,210
Automotive.................................................. 55,709 59,978
---------- ----------
Total..................................................... $ 266,652 $ 275,821
========== ==========
OPERATING INCOME
Specialty Foods............................................. $ 26,313 $ 26,276
Glassware and Candles....................................... 3,106 4,077
Automotive.................................................. 3,651 3,903
Corporate Expenses.......................................... (1,432) (1,456)
---------- ----------
Total..................................................... $ 31,638 $ 32,800
========== ==========
6
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(TABULAR DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NOTE 3 - IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In May 2003, the Financial Accounting Standards Board issued SFAS No.
150, "Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." SFAS No. 150 provides guidance on the appropriate
classification for and accounting of financial instruments with characteristics
of both liabilities and equity. It requires that financial instruments be
classified as a liability (or an asset in certain circumstances) if they are
within the scope of the Statement. The Statement is effective for financial
instruments entered into or modified after May 31, 2003 and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of SFAS No. 150 did not have a material impact on our results
of operations or our financial condition.
NOTE 4 - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill attributable to the Specialty Foods and Automotive segments was
$74.2 million and $1.0 million, respectively, at both September and June 30,
2003.
The following table summarizes our segment identifiable other intangible
assets as of September and June 30, 2003:
SEPTEMBER JUNE
2003 2003
---------- --------
Specialty Foods - Trademarks
Gross carrying value................................................... $ 370 $ 370
Accumulated amortization............................................... (114) (112)
------ -------
Net Carrying Value..................................................... $ 256 $ 258
====== =======
Glassware and Candles - Customer Lists
Gross carrying value................................................... $ 250 $ 250
Accumulated amortization............................................... (78) (73)
------ -------
Net Carrying Value..................................................... $ 172 $ 177
====== =======
Total Net Carrying Value................................................. $ 428 $ 435
====== =======
Amortization expense relating to these assets was approximately $7,000
for the quarters ended September 30, 2003 and 2002. The amortization expense is
estimated to be approximately $30,000 for each of the five fiscal years ending
June 30, 2004 through 2008.
NOTE 5 - RESTRUCTURING AND IMPAIRMENT CHARGE
On November 1, 2002, we announced the restructuring and consolidation of
our glass manufacturing facility located in Dunkirk, Indiana into our facility
located in Sapulpa, Oklahoma. The Sapulpa plant gained pressed glassware
manufacturing in addition to its blown glassware capabilities, while warehousing
and certain other ancillary functions continue to be performed at the Dunkirk
facility. This action was deemed necessary due to a combination of weaker demand
for pressed glassware, import competition and the existence of excess plant
capacity.
As a result of this plan, during the second quarter of the year ended
June 30, 2003, we recognized a pretax charge of approximately $4.9 million,
consisting of employee separation costs (relating to approximately 250 hourly
and salary employees), pension curtailment costs, closure and cleanup costs and
the write-down of property, plant and equipment having no future utility as a
result of the restructuring decision. The accounting for this restructuring was
in accordance with Emerging Issues Task Force No. 94-3. In accordance with this
guidance, the restructuring provision was determined based on estimates prepared
at
7
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(TABULAR DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
---------------------------------------------------------
the time we approved the restructuring actions. An analysis of our restructuring
activity and related liability is as follows:
EMPLOYEE
SEPARATION OTHER
COSTS CHARGES TOTAL
---------- --------- -------
Accrual Balance at June 30, 2003................................ $ 89 $ 114 $ 203
Cash Paid....................................................... (43) (5) (48)
----- ------ ------
Accrual Balance at September 30, 2003
(included in accrued liabilities)............................. $ 46 $ 109 $ 155
===== ====== ======
We anticipate that the remaining cash-related charges will be paid by
the end of the third quarter of fiscal 2004. Although pressed glassware
manufacturing commenced during the third quarter of fiscal 2003 at the Sapulpa
facility, we incurred transitional costs over the balance of fiscal year 2003.
Accordingly, the benefits of this restructuring will not become fully evident
until the current fiscal year.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
At September 30, 2003, we are a party to various claims and litigation
which have arisen in the ordinary course of business. Such matters did not have
a material effect on the current fiscal year-to-date results of operations and,
in our opinion, their ultimate disposition will not have a material adverse
effect on our consolidated financial statements.
Certain of our automotive accessory products carry explicit limited
warranties that extend from twelve months to the life of the product, based on
terms that are generally accepted in the marketplace. Our policy is to record a
provision for the expected cost of the warranty-related claims at the time of
the sale, and periodically adjust the provision to reflect actual experience.
The amount of warranty liability accrued reflects our best estimate of the
expected future cost of honoring our obligations under the warranty plans. The
warranty accrual as of September 30, 2003 and June 30, 2003 is immaterial to our
financial condition, and the change in the accrual for the current quarter of
fiscal 2004 is immaterial to our results of operations and cash flows.
NOTE 7 - COMPREHENSIVE INCOME
Total comprehensive income for the quarters ended September 30, 2003 and
2002 was approximately $19.9 million and $20.6 million, respectively. The
September 30, 2003 comprehensive income consists of net income, the tax benefit
on Employee Stock Ownership Plan dividends and foreign currency translation
adjustments. The September 30, 2002 comprehensive income consists of net income
and foreign currency translation adjustments.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
(TABULAR DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS
THREE MONTHS ENDED
SEPTEMBER 30
2003 2002
---------- ----------
NET SALES
Specialty Foods................................................... $ 154,817 $ 147,633
Glassware and Candles............................................. 56,126 68,210
Automotive........................................................ 55,709 59,978
---------- ----------
Total........................................................... $ 266,652 $ 275,821
========== ==========
As reflected above, consolidated net sales for the three months ended
September 30, 2003 were $266,652,000, which is a 3% decrease from the prior year
record total of $275,821,000. Growth in the Specialty Foods segment was more
than offset by declines in the Glassware and Candles segment and Automotive
segment. Net sales of the Specialty Foods segment totaled $154,817,000, a 5%
increase over the comparable first quarter fiscal 2003 total of $147,633,000.
This segment's increased sales were derived from internally-generated growth,
primarily through greater retail sales of frozen breads, dips and dressings.
Foodservice sales also grew due to increased volumes with larger national
restaurant accounts.
Sales of the Glassware and Candles segment totaled $56,126,000, an 18%
decline from the comparable prior year total of $68,210,000. This decline was
primarily attributable to lower sales of candles and accessories due to softer
consumer demand and ongoing competitive pressures. Automotive segment sales
totaled $55,709,000, a 7% decrease from the prior year's first quarter total of
$59,978,000. The loss of a larger program with an aluminum accessory original
equipment manufacturer ("OEM") was offset, for the most part, by increased sales
in other OEM programs and the aftermarket. The reduction of production schedules
by certain OEM customers also affected sales volumes.
As a percentage of sales, our consolidated gross margins for the three
months ended September 30, 2003 totaled 20.9%, the same level that was achieved
during the comparable period of 2002. Margins within the Specialty Foods segment
declined mainly due to increases in ingredient costs, including soybean oil,
eggs and certain dairy products. The impact of the higher soybean oil costs
alone was in excess of $1.5 million for this first quarter. Soybean oil costs
are expected to persist at higher year-over-year levels through at least early
calendar 2004. Gross margins of the Glassware and Candles segment increased due
to the recognition of pre-tax income of approximately $1.6 million related to
the liquidation of LIFO inventories carried at substantially lower prior years'
costs. This segment experienced competitive pricing conditions and less fixed
cost absorption on lower manufacturing levels. Gross margins of the Automotive
segment achieved slight improvement and were influenced by a $0.4 million gain
on the sale of an idle manufacturing facility. However, this segment also
generally experienced somewhat higher material costs.
Consistent with the decrease in net sales, consolidated selling, general
and administrative costs of $24,169,000 for the three months ended September 30,
2003 decreased 3% from the $24,886,000 incurred for the three months ended
September 30, 2002. As a percentage of sales, such costs were 9.1%, essentially
flat as compared to the prior year percentage of 9.0%.
9
The foregoing factors contributed to consolidated operating income
totaling $31,638,000 for the three months ended September 30, 2003, a decrease
of 4% from the corresponding fiscal 2003 total of $32,800,000. By segment, our
operating income can be summarized as follows:
THREE MONTHS ENDED
SEPTEMBER 30
2003 2002
---------- ----------
OPERATING INCOME
Specialty Foods................................................... $ 26,313 $ 26,276
Glassware and Candles............................................. 3,106 4,077
Automotive........................................................ 3,651 3,903
Corporate Expenses................................................ (1,432) (1,456)
---------- ----------
Total........................................................... $ 31,638 $ 32,800
========== ==========
Consistent with the decline in operating income, net income of
$19,700,000 decreased 4% from the preceding year's net income for the quarter of
$20,556,000. Earnings per share for the fiscal 2004 quarter was influenced by
our share repurchase program and totaled $.55 per share on a basic and diluted
basis compared to $.56 recorded in the prior year.
FINANCIAL CONDITION
For the three months ended September 30, 2003, net cash provided by
operating activities totaled $17,034,000, which compares to $24,234,000 provided
in the comparable prior year period. This decrease primarily results from
relative changes in working capital components, particularly receivables and
inventories, somewhat offset by accrued liabilities.
Total working capital at September 30, 2003 of $342,957,000 increased by
$13,495,000 over the $329,462,000 present this past June 30. In particular,
accounts receivable increased by $17,130,000 due to seasonal sales in
preparation for the holiday season. Also, inventories in the current year's
quarter increased $8,249,000 as influenced by the first quarter's candle sales
being at lower levels than expected. However, we have reduced scheduled
production in the second fiscal quarter to more appropriately adjust future
inventory levels. Offsetting these increases, accrued liabilities increased by
$11,504,000 since June 30 primarily as a result of an increase in accruals for
Federal income taxes.
Significant investment activities conducted during the three months
ended September 30, 2003 included $6,677,000 expended for payments on property
additions. Financing activities of note consisted of $1,056,000 expended for the
purchase of treasury stock and $7,150,000 related to the payment of dividends.
Approximately 756,000 shares remain authorized for future buyback at September
30, 2003. The dividends paid during the current quarter increased approximately
9% due to the effects of an 11% increase in the stated dividend rate being
somewhat offset by the extent of share repurchases. We believe that cash
provided from operations and the currently available bank credit arrangements
should be adequate to meet our foreseeable cash requirements over the remainder
of fiscal 2004.
In fiscal 2003, we consolidated the glass manufacturing operations of
our Indiana Glass Company facility in Dunkirk, Indiana into that of the Indiana
Glass facility located in Sapulpa, Oklahoma. As a result of this action, we
recorded a restructuring charge of approximately $4.9 million ($3.0 million
after taxes) during the second quarter of fiscal 2003. The charge consisted of
employee separation costs, pension curtailment costs, closure and cleanup costs,
and the writedown of property, plant and equipment having no future utility as a
result of the restructuring decision. The plant consolidation, which affected
approximately
10
250 jobs, was substantially completed by June 2003. The following table reflects
cash payments made during the quarter ended September 30, 2003:
EMPLOYEE
SEPARATION OTHER
COSTS CHARGES TOTAL
---------- ------- -------
Accrual Balance at June 30, 2003................................ $ 89 $ 114 $ 203
Cash Paid....................................................... (43) (5) (48)
----- ------ ------
Accrual Balance at September 30, 2003
(included in accrued liabilities)............................. $ 46 $ 109 $ 155
===== ====== ======
There have been no changes in critical accounting policies from those
disclosed in our Annual Report on Form 10-K for the year ended June 30, 2003.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-Q contains forward-looking statements related to future
growth and earnings opportunities. Such statements are based upon certain
assumptions and assessments made by management of the Company in light of its
experience and perception of historical trends, current conditions, expected
future developments and other factors it believes to be appropriate. Actual
results may differ as a result of factors over which the Company has no, or
limited, control including the strength of the economy, slower than anticipated
sales growth, the extent of operational efficiencies achieved, the success of
new product introductions, price and product competition, and increases in raw
materials costs. Management believes these forward-looking statements to be
reasonable; however, undue reliance should not be placed on such statements,
which are based on current expectations. The Company undertakes no obligation to
publicly update such forward-looking statements. More detailed statements
regarding significant events which could affect the Company's financial results
are included in the Company's Form 10-K filed with the Securities and Exchange
Commission.
ITEM 4. CONTROLS AND PROCEDURES
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 September 30, 2003 to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms.
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 is
reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See Index to Exhibits following Signatures.
(b) Reports on Form 8-K. A report, dated August 21, 2003, on Form 8-K was
filed with the SEC on August 21, 2003 pursuant to Items 7 and 12,
announcing the financial results for the three months and fiscal year
ended June 30, 2003.
11
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 (REGISTRANT)
Date: November 12, 2003 By: /s/JOHN B. GERLACH, JR.
------------------- ------------------------------------
John B. Gerlach, Jr.
Chairman, Chief Executive Officer
and President
Date: November 12, 2003 By: /s/JOHN L. BOYLAN
------------------- ------------------------------------
John L. Boylan
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial
and Accounting Officer)
12
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2003
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATED AT
- ------ ----------- ----------
31.1 Certification of CEO under Section 302 of the Sarbanes-Oxley Act of 2002..... Filed herewith
31.2 Certification of CFO under Section 302 of the Sarbanes-Oxley Act of 2002..... Filed herewith
32. Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley
Act of 2002.................................................................. Filed herewith
13