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): April 27, 2017

			
 	 	 	
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)	(I.R.S. Employer
Identification No.)	
 	 	
380 Polaris Parkway, Suite 400
Westerville, Ohio	 	43082	
(Address of principal executive offices)	 	(Zip Code)	

		
Registrant’s 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:

		
o   	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
o   	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
o   	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
o   	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

		
Emerging growth company	¨	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02    Results of Operations and Financial Condition
On April 27, 2017, Lancaster Colony Corporation issued a press release announcing its results for the three and nine months ended March 31, 2017. The press release is attached as Exhibit 99.1.
Item 9.01    Financial Statements and Exhibits
(d)    Exhibits:
		
99.1	Press Release dated April 27, 2017	

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: April 27, 2017	By: /s/ DOUGLAS A. FELL    	
Douglas A. Fell
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

	
					
Exhibit Number	 	Description	 	Located at	
99.1	 	Press Release dated April 27, 2017	 	Furnished herewith	

    

	
					
 	 	 	 	Exhibit 99.1	
 	 	 	 	 	
FOR IMMEDIATE RELEASE	 	 	 	SYMBOL: LANC	
April 27, 2017	 	 	 	TRADED: Nasdaq	

LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS
COLUMBUS, Ohio, April 27 - Lancaster Colony Corporation (Nasdaq: LANC) today reported results for the company’s third fiscal quarter ended March 31, 2017 . Highlights for the quarter are as follows:

•	Total net sales increased 2.1% to a third quarter record $293.8 million versus $287.8 million last year.	

•	In the retail channel, excluding contributions from the Angelic Bakehouse business acquired in November 2016, net sales were up 0.8%. New York BRAND ® Bakery frozen garlic toast products and Reames ® frozen noodles performed well, but retail growth was slowed by the anticipated shift of some Easter holiday sales into the fiscal fourth quarter and ongoing heightened competition in the refrigerated dressings category. Coupon expense was lower, due in part to the timing of Easter promotions, while retail trade spending and product placement costs were comparable to the prior-year quarter.	

•	Net sales in the foodservice channel overcame the impact of both deflationary pricing from lower egg costs and our targeted business rationalization efforts to post a 1.3% increase as sales volumes to certain national chain restaurant customers improved.	

•	Operating income decreased from $43.9 million to $22.0 million. Excluding the pre-tax charge of $17.6 million resulting from the company’s withdrawal from an underfunded multiemployer pension plan as detailed in the company’s 8-K filing issued on January 24, 2017, operating income declined 9.8% from $43.9 million to $39.6 million. Despite the higher sales volume, the $1.0 million decrease in gross profit primarily reflects the net impact of deflationary foodservice pricing. The $3.3 million rise in selling, general and administrative expenses was driven by recent investments in additional personnel and business initiatives to support future growth, and increased amortization expense and other recurring non-cash charges attributed to the Angelic Bakehouse business that was acquired in November 2016. These costs were offset in part by a lower level of spend for consumer promotions.	

•	Including the costs resulting from the company’s withdrawal from the underfunded multiemployer pension plan, net income was $14.5 million or $.53 per diluted share compared to $29.0 million or $1.06 per diluted share last year. The estimated impact of the pension costs on net income was $11.5 million or $.42 per diluted share.	

•	The regular quarterly cash dividend paid on March 31, 2017 was continued at the higher amount of $.55 per share set in November 2016. The company’s balance sheet remained debt free on March 31, 2017 with $124.8 million in cash and equivalents.	

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PAGE 2 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS
For the nine months ended March 31, 2017, net sales increased to $912.0 million compared to $906.6 million a year ago. Including the costs resulting from the company’s withdrawal from the underfunded multiemployer pension plan, net income for the nine-month period totaled $86.8 million, or $3.16 per diluted share versus the prior-year amount of $91.1 million, or $3.32 per diluted share.
Chairman and CEO John B. Gerlach, Jr. commented, “We were encouraged by the sales growth in the foodservice channel and the positive contributions from select areas within retail as well. Looking forward to the final quarter of our fiscal year, commodity costs are expected to swing slightly unfavorable from a generally flat third quarter. We also foresee a diminishing level of deflationary pricing in the foodservice channel and anticipate retail sales volumes to benefit modestly from this year’s later Easter holiday.”
Conference Call on the Web
The company’s third quarter conference call is scheduled for this morning, April 27 , at 10:00 a.m. ET. You may access a live webcast of the call via the link on the company’s Internet home page at www.lancastercolony.com. A replay of the webcast will also be made available on the company website.
About the Company
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice channels.
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 ability to successfully integrate the acquisition of Angelic Bakehouse, Inc. and subsequently grow the business;	
		
•	price and product competition;	
		
•	fluctuations in the cost and availability of ingredients and packaging;	
		
•	the reaction of customers or consumers to the effect of price increases we may implement;	
		
•	the impact of any regulatory matters affecting our food business, including any required labeling changes and their impact on consumer demand;	
		
•	the potential for loss of larger programs or key customer relationships;	
		
•	the impact of customer store brands on our branded retail volumes;	
		
•	the effect of consolidation of customers within key market channels;	
		
•	the success and cost of new product development efforts;	

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PAGE 3 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

•	the lack of market acceptance of new products;	
		
•	the possible occurrence of product recalls or other defective or mislabeled product costs;	
		
•	changes in demand for our products, which may result from loss of brand reputation or customer goodwill;	
		
•	maintenance of competitive position with respect to other manufacturers;	
		
•	adverse changes in freight, energy or other costs of producing, distributing or transporting our products;	
		
•	capacity constraints that may affect our ability to meet demand or may increase our costs;	
		
•	dependence on contract manufacturers;	
		
•	efficiencies in plant operations;	
		
•	stability of labor relations;	
		
•	the outcome of any litigation or arbitration;	
		
•	the impact, if any, of certain contingent liabilities associated with our withdrawal from a multiemployer pension plan;	
		
•	the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;	
		
•	the extent to which future business acquisitions are completed and acceptably integrated;	
		
•	dependence on key personnel and changes in key personnel;	
		
•	changes in estimates in critical accounting judgments; 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 statements that are based on current expectations.

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FOR FURTHER INFORMATION:	Douglas A. Fell, Vice President, Treasurer and CFO, or	
 	Dale N. Ganobsik, Director of Investor Relations	
 	Lancaster Colony Corporation	
 	Phone: 614/224‑7141	
 	Email: ir@lancastercolony.com	

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LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(In thousands except per-share amounts)

	
																
 	Three Months Ended 
 March 31,	 	Nine Months Ended 
 March 31,	
 	2017	 	2016	 	2017	 	2016	
Net sales	$	293,834		 	$	287,765		 	$	911,968		 	$	906,619		
Cost of sales	221,929		 	214,841		 	665,690		 	682,134		
Gross profit	71,905		 	72,924		 	246,278		 	224,485		
Selling, general & administrative expenses	32,253		 	28,980		 	96,514		 	86,538		
Multiemployer pension settlement and related costs	17,639		 	—		 	17,639		 	—		
Operating income	22,013		 	43,944		 	132,125		 	137,947		
Other, net	144		 	125		 	437		 	42		
Income before income taxes	22,157		 	44,069		 	132,562		 	137,989		
Taxes based on income	7,686		 	15,058		 	45,735		 	46,839		
Net income	$	14,471		 	$	29,011		 	$	86,827		 	$	91,150		
 	 	 	 	 	 	 	 	
Net income per common share: (a)	 	 	 	 	 	 	 	
Basic	$	0.53		 	$	1.06		 	$	3.17		 	$	3.33		
Diluted	$	0.53		 	$	1.06		 	$	3.16		 	$	3.32		
 	 	 	 	 	 	 	 	
Cash dividends per common share	$	0.55		 	$	0.50		 	$	1.60		 	$	6.46		
 	 	 	 	 	 	 	 	
Weighted average common shares outstanding:	 	 	 	 	 	 	 	
Basic	27,379		 	27,338		 	27,369		 	27,329		
Diluted	27,442		 	27,376		 	27,438		 	27,365		

(a) Based on the weighted average number of shares outstanding during each period.

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PAGE 5 / LANCASTER COLONY REPORTS THIRD QUARTER SALES AND EARNINGS

LANCASTER COLONY CORPORATION
BUSINESS SEGMENT INFORMATION (Unaudited)
(In thousands)

	
																
 	Three Months Ended 
 March 31,	 	Nine Months Ended 
 March 31,	
 	2017	 	2016	 	2017	 	2016	
 	 	 	 	 	 	 	 	
NET SALES  - Specialty Foods	$	293,834		 	$	287,765		 	$	911,968		 	$	906,619		
 	 	 	 	 	 	 	 	
OPERATING INCOME	 	 	 	 	 	 	 	
Specialty Foods	$	25,080		 	$	46,476		 	$	141,957		 	$	146,866		
Corporate expenses	(3,067	)	 	(2,532	)	 	(9,832	)	 	(8,919	)	
Total Operating Income	$	22,013		 	$	43,944		 	$	132,125		 	$	137,947		

LANCASTER COLONY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In thousands)

	
								
 	March 31, 
 2017	 	June 30, 
 2016	
ASSETS	 	 	 	
Current assets:	 	 	 	
Cash and equivalents	$	124,751		 	$	118,080		
Receivables – net of allowance for doubtful accounts	75,056		 	66,006		
Inventories	79,634		 	76,097		
Other current assets	15,881		 	7,644		
Total current assets	295,322		 	267,827		
Net property, plant and equipment	180,439		 	169,595		
Other assets	236,248		 	197,310		
Total assets	$	712,009		 	$	634,732		

								
LIABILITIES AND SHAREHOLDERS’ EQUITY	 	 	 	
Current liabilities:	 	 	 	
Accounts payable	$	41,840		 	$	39,931		
Accrued liabilities	50,470		 	33,072		
Total current liabilities	92,310		 	73,003		
Other noncurrent liabilities and deferred income taxes	60,519		 	48,131		
Shareholders’ equity	559,180		 	513,598		
Total liabilities and shareholders’ equity	$	712,009		 	$	634,732		

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