OUR LEADING BRANDS
2022
ANNUAL REPORT
THE NEXT
FRONTIER
FINANCIAL HIGHLIGHTS
(In Thousands, Except Per Share Figures)
2022
2021
Years Ended June 30
Note: Financial results for the fiscal year ended June 30, 2022 include the unfavorable impact on Income Before
Income Taxes of $35.2 million in restructuring and impairment charges (pre-tax) in addition to the favorable impact
of a $3.5 million non-cash, pre-tax reduction to the fair value of the acquisition-related contingent consideration
for Bantam Bagels, LLC. Financial results for the fiscal year ended June 30, 2021 include the favorable impact on
Income Before Income Taxes of a $5.7 million non-cash, pre-tax reduction to the fair value of the acquisition-related
contingent consideration for Bantam Bagels, LLC in addition to the unfavorable impact of $1.2 million in impairment
charges (pre-tax). Please refer to the company’s Form 10-K filing for additional details.
Net Sales$1,676,390 $1,467,067Gross Profit$355,719$386,723Income Before Income Taxes$112,388$185,745Taxes Based on Income$22,802$43,413Net Income$89,586$142,332Per Common Share: Net Income – Diluted $3.25$5.16 Cash Dividends $3.15$2.95 Shareholders’ Equity$30.69$30.63Total Assets$1,090,374$1,101,285Shareholders’ Equity$844,687$843,147Weighted Average Common Shares Outstanding – Diluted27,47227,518 TO OUR SHAREHOLDERS
To begin, I would like to sincerely thank the entire Lancaster Colony team for their exceptional efforts and
countless contributions throughout fiscal year 2022.
The theme of this year’s annual report, The Next Frontier, captures our confidence in our collective abilities
and shared optimism about the future of Lancaster Colony.
The Next Frontier
Lancaster Colony Corporation was founded more than 60 years ago and our evolution to date can be organized
into two distinct phases. Lancaster Colony 1.0, our first phase, began with our founding in 1961. The five decades
that followed were characterized by numerous acquisitions and rapid growth as a conglomerate ultimately
consisting of three business segments: Glassware and Candles, Automotive, and Specialty Foods.
In January 2014, Lancaster Colony sold the last of our non-food assets, thus marking the end of Lancaster Colony
1.0 and the beginning of our next phase as a pure-play food company, Lancaster Colony 2.0.
Lancaster Colony 2.0 included the development and implementation of our Better Food Company growth plan,
which focused on three simple pillars:
• Accelerating core business growth
• Simplifying our supply chain to reduce costs and grow margins
• Expanding our core with complementary M&A and strategic licensing
During Lancaster Colony 2.0, the company also invested in the assets and capabilities to grow and support the
next phase of our progression, including:
• Construction of a new Innovation Center
• Consolidation of several older office locations into a single new headquarters
• Implementation of automation initiatives
The capstone investments of Lancaster Colony 2.0 have been the significant capacity expansion project for the
Marzetti® dressing and sauce facility in Horse Cave, Kentucky and Project Ascent, the design and implementation
of a new SAP S/4HANA Enterprise Resource Planning (ERP) platform. During fiscal 2023, we will finalize the
construction in Horse Cave and substantially complete Project Ascent, marking the end of Lancaster Colony 2.0
and the beginning of Lancaster Colony 3.0.
While the focus of Lancaster Colony 2.0 was growth and transformation of critical infrastructure, Lancaster Colony
3.0’s focus will be leveraging our new, scalable infrastructure and strong balance sheet to pursue existing and new
pathways to growth, both organic and inorganic.
Fiscal 2022 Review
For the fiscal year ended June 30, 2022, consolidated net sales increased 14% to a record high of $1.7 billion,
driven by higher net sales for both the Retail and Foodservice segments.
Net sales for the Retail segment reached a record $915.2 million, a 10% increase from the prior year.
Retail sales benefited from the strength of our licensing program led by Chick-fil-A® sauces, Buffalo Wild Wings®
sauces and Olive Garden® dressings in addition to solid sales gains for our New York BRAND Bakery® frozen garlic
bread and Sister Schubert’s® frozen dinner rolls. Foodservice segment net sales increased 19% to $761.2 million
driven by inflation-based pricing as well as sales growth from select national chain restaurant accounts and
higher sales for our branded products.
While fiscal 2022 will be remembered for notable top-line growth, it will also be remembered for precipitous inflation
that led to disappointing bottom-line performance. Inflationary costs for raw materials, packaging, and transportation
reached the mid-20% range in fiscal 2022, driven by a variety of factors including the unfavorable impacts of
COVID-19, supply chain disruptions, drought in critical growing regions, and the war in Ukraine. As a result, our
gross profit declined 8%.
Despite these external challenges, we executed Wave 1 of Project Ascent as planned on July 1, 2022. The first
wave was the project’s most complex, encompassing all financial transactions and all customer- and supplier-
facing business processes. This included order-to-cash, trade promotion management, procure-to-pay, the
general ledger, and an Electronic Data Interchange re-platform. Wave 1 also converted two of our manufacturing
plants, one large distribution center, and all our third-party warehouses onto the new ERP system.
I am happy to share that the cutover was executed very well and in line with expectations. Customer fulfillment
levels remained strong before and after the system cutover with no unplanned disruptions. I appreciate the
tremendous effort put forth by our teammates to achieve this important milestone. These results lie at the very
heart of our mission – to be The Better Food Company.
Fiscal 2023 Outlook
In fiscal 2023, we expect to continue to deliver industry-leading sales growth. In Retail, we anticipate pricing
will lead to higher sales along with contributions from new items including the launch of a larger size of Chick-
fil-A® sauce, national distribution of Chick-fil-A® BBQ and Sweet & Spicy Sriracha sauces, a new Olive Garden®
Caesar dressing, and the addition of Arby’s® popular Horsey Sauce® and Arby’s Sauce® to our licensing program.
In Foodservice, we expect sales growth fueled by pricing and momentum growth from select quick-service
restaurant customers to be partially offset by a slowing economy and any further diminution in consumer sentiment.
In fiscal 2023, we are forecasting another year of significant inflation. Beyond pricing, our cost savings programs
and ongoing initiatives in revenue growth management will help to offset the unfavorable impacts of inflation
in the year ahead.
Our supply chain will benefit from the incremental production capacity at our dressing and sauce facility in Horse
Cave, with startup scheduled for later this fall. The implementation phase of Project Ascent will continue throughout
fiscal 2023 as we add more plants and warehouses to our new ERP network.
In closing, I would again like to thank the Lancaster Colony team for their resilience, hard work and ongoing
commitment to our business during fiscal 2022 in support of our strategic transition towards Lancaster
Colony 3.0. I look forward to working together with everyone in the coming year as we continue our journey
to be The Better Food Company.
Sincerely yours,
David A. Ciesinski
President & Chief Executive Officer
September 28, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2022
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 000-04065
Lancaster Colony Corporation
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of
incorporation or organization)
380 Polaris Parkway Suite 400
Westerville
Ohio
(Address of principal executive offices)
13-1955943
(I.R.S. Employer
Identification No.)
43082
(Zip Code)
(614) 224-7141
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, without par value
Trading Symbol
LANC
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
☐
Smaller reporting company ☐
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of Common Stock held by non-affiliates of the registrant computed by reference to the price
at which such Common Stock was last sold as of December 31, 2021 was $3,191.5 million.
As of August 1, 2022, there were approximately 27,520,000 shares of Common Stock, without par value, outstanding.
Portions of the registrant’s definitive proxy statement to be filed for its November 2022 Annual Meeting of Shareholders are
incorporated by reference into Part II and Part III of this Annual Report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4. Mine Safety Disclosures
Properties
Legal Proceedings
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibit and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
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PART I
Item 1. Business
GENERAL DEVELOPMENT OF BUSINESS
Company Overview
Lancaster Colony Corporation, an Ohio corporation, is a manufacturer and marketer of specialty food products for the
retail and foodservice channels. Our principal executive offices are located at 380 Polaris Parkway, Suite 400, Westerville, Ohio
43082 and our telephone number is 614-224-7141.
Our vision is to be The Better Food Company – better people, driven by purpose, making better food, in a better more
collaborative culture, working in unison to make the world around us a little bit better place, every day – while fulfilling our
corporate purpose To Nourish Growth With All That We Do.
Our company goals are to bring delicious food to the table and to deliver top quartile financial performance and top
quartile product quality, safety and customer satisfaction while attracting, retaining and rewarding top quartile people. To
achieve these goals, we are focused on the three pillars of our strategic growth plan:
1. Accelerate our base business growth;
2. Simplify our supply chain to reduce our costs and grow our margins; and
3. Expand our core business with our Retail licensing program and complementary mergers and acquisitions.
As used in this Annual Report on Form 10-K and except as the context otherwise may require, the terms “we,” “us,”
“our,” “registrant,” or “the Company” mean Lancaster Colony Corporation and its consolidated subsidiaries, except where it is
clear that the term only means the parent company. Unless otherwise noted, references to “year” pertain to our fiscal year which
ends on June 30; for example, 2022 refers to fiscal 2022, which is the period from July 1, 2021 to June 30, 2022.
Available Information
Our Internet website address is http://www.lancastercolony.com. Our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 are available free of charge through our website as soon as reasonably practicable after
such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). The
information contained on our website or connected to it is not incorporated into this Annual Report on Form 10-K.
The SEC also maintains a website, http://www.sec.gov, that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.
DESCRIPTION OF AND FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable
to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding
corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable
methodology that is consistently applied. In 2021, our Chief Operating Decision Maker (“CODM”), in order to drive enhanced
accountability and transparency throughout our organization, initiated a review of functional costs that had historically been
part of the indirect costs allocated to our two reportable segments. This review was completed as part of our preparation for our
enterprise resource planning system implementation. As a result of this review, our CODM identified certain support functions
that were more appropriately presented within corporate expenses to facilitate the management of the business, including
assessing segment performance and allocating resources. These changes were effective in 2021, and all historical information
was retroactively conformed to the current presentation. These changes had no effect on previously reported consolidated net
sales, gross profit, operating income, net income or earnings per share. The financial information relating to our business
segments for the three years ended June 30, 2022, 2021 and 2020 is included in Note 9 to the consolidated financial statements,
and located in Part II, Item 8 of this Annual Report on Form 10-K. Further description of each business segment within which
we operate is provided below.
3
Retail Segment
The following table presents the primary Retail products we manufacture and sell under our brand names:
Products
Frozen Breads
Brand Names
Frozen garlic breads
Frozen Parkerhouse style yeast rolls and dinner rolls
New York BRAND Bakery
Sister Schubert’s
Refrigerated Dressings and Dips
Salad dressings
Vegetable dips and fruit dips
Shelf-Stable Dressings and Croutons
Salad dressings
Croutons and salad toppings
Marzetti, Simply Dressed
Marzetti
Marzetti, Cardini’s, Girard’s
New York BRAND Bakery, Chatham Village, Marzetti
We also manufacture and sell other shelf-stable products pursuant to brand license agreements including Olive Garden®
dressings, Buffalo Wild Wings® sauces and Chick-fil-A® sauces. Additionally, a small portion of our Retail sales are products
sold under private label to retailers.
The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and
distributors in the United States. We have placement of products in grocery produce departments through our refrigerated salad
dressings, vegetable dips and fruit dips. We also have products typically marketed in the shelf-stable section of the grocery
store, which include salad dressings, slaw dressing, sauces and croutons. Within the frozen food section of the grocery store, we
sell yeast rolls and garlic breads.
Our top five Retail customers accounted for 57%, 55% and 56% of this segment’s total net sales in 2022, 2021 and 2020,
respectively.
We continue to rely upon our strong retail brands, innovation expertise, geographic and channel expansion and customer
relationships for future growth. Our category-leading retail brands and commitment to new product development help drive
increased consumer demand in our Retail segment. We have also expanded Retail segment growth by leveraging our strong
Foodservice customer relationships to establish exclusive licensing agreements for the retail channel. Strategic acquisitions are
also part of our future growth plans, with a focus on fit and value.
Our quarterly Retail sales are affected by seasonal fluctuations, primarily in the fiscal second quarter and the Easter
holiday season when sales of certain frozen retail products tend to be most pronounced. Our quarterly Retail sales can also be
affected by the timing of seasonal shipments of certain fruit dips between the first and second quarters. The resulting impacts on
working capital are not significant. We do not utilize any franchises or concessions. In addition to the owned and licensed
trademarked brands discussed above, we also own and operate under innumerable other intellectual property rights, including
patents, copyrights, formulas, proprietary trade secrets, technologies, know-how processes and other unregistered rights. We
consider our owned and licensed intellectual property rights to be essential to our Retail business.
Foodservice Segment
The majority of our Foodservice sales are products sold under private label to restaurants. We also manufacture and sell
various branded Foodservice products to distributors.
The following table presents the primary Foodservice products we manufacture and sell under our brand names:
Products
Dressings and Sauces
Salad dressings
Frozen Breads and Other
Frozen garlic breads
Frozen Parkerhouse style yeast rolls and dinner rolls
Frozen pasta
Brand Names
Marzetti, Simply Dressed
New York BRAND Bakery
Sister Schubert’s
Marzetti Frozen Pasta
4
The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food brokers and
distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated and include
salad dressings, sandwich and dipping sauces, frozen breads and yeast rolls. Finally, within this segment, we sold other roll
products under a temporary supply agreement resulting from the November 2018 acquisition of Omni Baking Company LLC.
The temporary supply agreement was terminated effective October 31, 2020.
Our top five Foodservice direct customers accounted for 58%, 61% and 59% of this segment’s total net sales in 2022,
2021 and 2020, respectively. Within our Foodservice segment, typically our largest direct customers are distributors that
distribute our products primarily to foodservice national chain restaurant accounts.
In the Foodservice segment, sales growth results from general volume gains or geographic expansion of our established
customer base, and we also grow our business with existing and new customers by leveraging our culinary skills and experience
to support the development of new products and menu offerings. Strategic acquisitions are also part of our future growth plans,
with a focus on fit and value.
The operations of this segment are not affected to any material extent by seasonal fluctuations. We do not utilize any
franchises or concessions. We own and operate under innumerable intellectual property rights, including patents, copyrights,
formulas, proprietary trade secrets, technologies, know-how processes and other unregistered rights. We consider our owned
intellectual property rights to be essential to our Foodservice business.
NET SALES ATTRIBUTED TO SIGNIFICANT CUSTOMER RELATIONSHIPS
Net sales attributed to Walmart Inc. (“Walmart”) totaled 18% of consolidated net sales for 2022, 2021 and 2020. Net
sales attributed to McLane Company, Inc. (“McLane”), a wholesale distribution subsidiary of Berkshire Hathaway, Inc., totaled
11%, 13% and 13% of consolidated net sales for 2022, 2021 and 2020, respectively. McLane is a large, national distributor that
sells and distributes our products to several of our foodservice national chain restaurant accounts, principally in the quick
service, fast casual and casual dining channels. In general, these national chain restaurants have direct relationships with us for
culinary research and development, menu development and production needs, but choose to buy our products through McLane,
who acts as their distributor. McLane orders our products on behalf of these national chain restaurants, and we invoice McLane
for these sales.
Chick-fil-A, Inc. (“Chick-fil-A”), one of our national chain restaurant accounts, also represents a significant portion of
our consolidated net sales. We supply Chick-fil-A indirectly through distributors, including McLane. In addition, Chick-fil-A is
a growing contributor to our Retail sales since we began selling their sauces to grocery retailers under an exclusive license
agreement beginning in March 2020 with a regional pilot test. Retail sales of Chick-fil-A sauces have grown through
geographic expansion, ultimately reaching national distribution in April 2021. Net sales attributed to Chick-fil-A, including the
Retail sales resulting from the exclusive license agreement and the indirect Foodservice sales, totaled 24%, 21% and 16% of
consolidated net sales for 2022, 2021 and 2020, respectively.
NET SALES BY CLASS OF PRODUCTS
The following table sets forth business segment information with respect to the percentage of net sales contributed by our
primary classes of similar products:
Retail Segment:
Shelf-stable dressings, sauces and croutons
Frozen breads
Refrigerated dressings, dips and other
Foodservice Segment:
Dressings and sauces
Frozen breads and other
MANUFACTURING
2022
22%
20%
13%
34%
11%
2021
21%
21%
15%
32%
11%
2020
16%
22%
16%
33%
12%
As of June 30, 2022, the majority of our products were manufactured and packaged at our 15 food plants located
throughout the United States. Most of these plants produce products for both the Retail and Foodservice segments. Efficient and
cost-effective production remains a key focus as evidenced by our lean six sigma initiative. Certain items are also manufactured
and packaged by third parties located in the United States, Canada and Europe.
5
COMPETITION
All of the markets in which we sell food products are highly competitive in the areas of price, quality and customer
service. We face competition from a number of manufacturers of various sizes and capabilities. Our ability to compete depends
upon a variety of factors, including the position of our branded goods within various categories, product quality, product
innovation, promotional and marketing activity, pricing and our ability to service customers.
GOVERNMENT REGULATION
Our business operations are subject to regulation by various federal, state and local government entities and agencies. As
a producer of food products for human consumption, our operations are subject to stringent production, packaging, quality,
labeling and distribution standards, including regulations promulgated under the Federal Food, Drug and Cosmetic Act and the
Food Safety Modernization Act. We are also subject to various federal, state and local environmental protection laws. Based
upon available information, compliance with these laws and regulations did not have a material effect upon the level of capital
expenditures, earnings or our competitive position in 2022 and is not expected to have a material impact in 2023.
HUMAN CAPITAL
As of June 30, 2022, we had 3,200 employees. Of those employees, 24% are represented under various collective
bargaining contracts and 6% are represented under a collective bargaining contract that will expire within one year.
Our people are essential to our vision to be The Better Food Company — better people, driven by purpose, making better
food, in a better more collaborative culture, working in unison to make the world around us a little bit better place, every day.
The honesty, integrity and sound judgment of our people in following our Code of Business Ethics are what enable us to be
successful and live our company’s purpose To Nourish Growth With All That We Do.
Consistent with this purpose, our human capital management strategy emphasizes six key areas of focus: Health and
Safety; Talent Acquisition; Compensation and Benefits; Employee Engagement; Diversity, Equity and Inclusion (“DEI”); and
Community Engagement. Our Board of Directors oversees this strategy and dedicates one Board meeting each year to a full
review of talent.
Health and Safety
The health and well-being of our employees is paramount to the success of our business, and we are proud to be leaders
in our industry with respect to our safety record and safety initiatives. Our approach to occupational health and safety centers
around three elements: training, response, and tracking. We maintain a rigorous safety training program that ensures employees
throughout the organization are regularly trained in every aspect of workplace safety. Management personnel with direct
responsibility for safety oversight also receive comprehensive professional training and the opportunity for certification.
Talent Acquisition
We strive to attract and retain talented people by providing a great place to work. We have built a collaborative and
purpose-driven culture that attracts people who share our vision to be The Better Food Company. In addition, we are committed
to nourishing the growth of our employees by providing training and development opportunities to pursue their career paths and
to ensure compliance with our policies. Our focus on our employees also extends beyond the workplace – we genuinely want to
help our people to thrive both personally and professionally through a healthy work-life balance.
Compensation and Benefits
We offer our employees competitive fixed and/or variable pay along with a Total Rewards package which typically
includes medical, prescription, dental and life insurance benefits, paid parental leave, adoption assistance, disability coverage, a
401(k) plan, and various employee assistance programs.
We continue to work to expand our Total Rewards program to strengthen our focus on work/life effectiveness and
holistic well-being, which includes physical, financial, emotional, and social well-being. We have undertaken external
benchmarking to ensure our compensation and benefits packages remain competitive.
Employee Engagement
To keep our employees engaged and fulfilled in their roles, we have sought to establish a continuous feedback loop
between our employees and company leadership. We communicate consistently with our people via a range of channels,
including town hall meetings, regular updates, and key announcements. Each year, we invite our employees to respond to our
annual employee engagement survey and share their views on a range of workplace questions. Based on feedback from the
survey, management develops and implements plans to address the primary areas of opportunity that have been identified by
employees.
6
Diversity, Equity and Inclusion
We foster a collaborative working environment where all our employees can thrive and feel they belong. We believe our
commitment to diversity, equity, inclusion and belonging enhances our ability to attract and retain a high-performing and
diverse team. We monitor the diversity of our organization to identify areas of improvement, advance our DEI strategy and
measure the effectiveness of our efforts. Our goal is to establish a continuous improvement trend. In 2022, our workforce was
35% female and 46% of our employees represented minority races or ethnicities.
In 2020, we adopted our Diversity Hiring Statement, which sets out our pledge to include women and minority candidates
in the pool of candidates for new leadership positions. We have already seen a positive impact, with 27% of our leadership team
representing diverse backgrounds in 2022, up from 15% in 2019 before we implemented the policy.
To unlock opportunities for high school students from diverse backgrounds, we have committed to a work-study program
that provides tuition support and work-study mentorship to high school students from low-income families.
We also encourage employee-led initiatives to promote diversity within the organization. Several employee resource
groups have been established in the last few years. These affinity-based groups provide a support network for colleagues from
diverse backgrounds and help to raise awareness of DEI topics. We have also identified Diversity & Inclusion Champions on
our leadership team to ensure top-down accountability for our DEI initiatives.
Community Engagement
Our volunteering and philanthropic efforts align with United Nations Sustainable Development Goals, with a particular
focus on reducing poverty and food insecurity while promoting good health and quality education for all. In 2022, our teams
mobilized to support Pelotonia, Toys for Tots, and the United Way. We regularly donate funds and volunteer time to a range of
other community organizations and foundations as well, including the Children’s Hunger Alliance, Susan G. Komen Race for
the Cure, Jobs for America’s Graduates, and local food banks.
RAW MATERIALS
During 2022, we experienced some disruptions to our sourcing of raw materials and packaging. We secured additional
second-sourcing options to help limit the risk of supply disruptions. We rely on a variety of raw materials and packaging for the
day-to-day production of our products, including soybean oil, various sweeteners, eggs, dairy-related products, flour, various
films and plastic and paper packaging materials.
We purchase the majority of these materials on the open market to meet current requirements, but we also have some
fixed-price contracts with terms generally one year or less. See further discussion in the “Risk Factors” section below and the
“Financial Condition” section of our Management’s Discussion and Analysis of Financial Condition and Results of Operations
(“MD&A”). Although the availability and price of certain of these materials are influenced by weather, disease and the level of
global demand, we anticipate that future sources of supply for 2023 will generally be available and adequate for our needs.
Item 1A. Risk Factors
An investment in our common stock is subject to certain risks inherent in our business. Before making an investment
decision, investors should carefully consider the risks and uncertainties described below, together with all of the other
information included or incorporated by reference in this Annual Report on Form 10-K.
If any of the following risks occur, our business, results of operations, financial condition and cash flows could be
materially and adversely affected. These described risks are not the only risks facing us. Additional risks and uncertainties not
known to us or that we deem to be immaterial also may materially adversely affect our business, results of operations, financial
condition and cash flows. If any of these risks were to materialize, the value of our common stock could decline significantly.
RISKS RELATED TO HEALTH AND FOOD SAFETY
We may be subject to business disruptions, product recalls or other claims for real or perceived safety issues regarding
our food products.
We have been, and in the future may be, impacted by both real and unfounded claims regarding the safety of our
operations, or concerns regarding mislabeled, adulterated, contaminated or spoiled food products. Any of these circumstances
could necessitate a voluntary or mandatory recall due to a substantial product hazard, a need to change a product’s labeling or
other consumer safety concerns. A pervasive product recall may result in significant loss due to the costs of a recall, related
legal claims, including claims arising from bodily injury or illness caused by our products, the destruction of product inventory,
or lost sales due to product unavailability. A highly publicized product recall, whether involving us or any related products
made by third parties, also could result in a loss of customers or an unfavorable change in consumer sentiment regarding our
products or any category in which we operate. In addition, an allegation of noncompliance with federal or state food laws and
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regulations could force us to cease production, stop selling our products or create significant adverse publicity that could harm
our credibility and decrease market acceptance of our products. Any of these events could have a material adverse effect on our
business, results of operations, financial condition and cash flows. Any potential claim under our insurance policies may exceed
our insurance coverage, may be subject to certain exceptions or may not be honored fully, in a timely manner, or at all.
We may be subject to a loss of sales or increased costs due to adverse publicity or consumer concern regarding the safety,
quality or healthfulness of food products, whether with our products, competing products or other related food products.
We are highly dependent upon consumers’ perception of the safety, quality and possible dietary attributes of our
products. As a result, substantial negative publicity concerning one or more of our products, or other foods similar to or in the
same food group as our products, could lead to lower demand for our products and/or reduced prices and lost sales. Substantial
negative publicity, even when false or unfounded, could also hurt the image of our brands or cause consumers to choose other
products or avoid categories in which we operate. Any of these events could have a material adverse effect on our business,
results of operations, financial condition and cash flows.
Certain negative publicity regarding the food industry or our products could also increase our cost of operations. The food
industry has been subject to negative publicity concerning the health implications of genetically modified organisms, added
sugars, trans fat, salt, artificial growth hormones, ingredients sourced from foreign suppliers and other supply chain concerns.
Consumers may increasingly require that our products and processes meet stricter standards than are required by applicable
governmental agencies, thereby increasing the cost of manufacturing our products. If we fail to adequately respond to any such
consumer concerns, we could suffer lost sales and damage our brand image or our reputation. Any of these events could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
RISKS RELATED TO OUR OPERATIONS
Increases in the costs, from inflation or otherwise, or limitations in the availability of raw materials, packaging and
freight used to produce, package and deliver our products could adversely affect our business by increasing our costs to
produce goods.
Our principal raw materials include soybean oil, packaging materials, flour, various sweeteners, dairy-related products
and eggs. Our ability to manufacture and/or sell our products may be impaired by damage or disruption to our manufacturing or
distribution capabilities, or to the capabilities of our suppliers or contract manufacturers, due to factors that are hard to predict
or beyond our control, such as adverse weather conditions, natural disasters, fire, terrorism, pandemics, including COVID-19,
strikes, geopolitical events such as the recent conflict between Russia and Ukraine, or other events. Production of the
agricultural commodities used in our business may also be adversely affected by drought, water scarcity, temperature extremes,
scarcity of suitable agricultural land, worldwide demand, changes in international trade arrangements, livestock disease (for
example, avian influenza), crop disease and/or crop pests.
We purchase a majority of our key raw materials on the open market. Our ability to avoid the adverse effects of a
pronounced, sustained price increase in our raw materials is limited. We have observed increased volatility in the costs of many
of these raw materials in recent years. During fiscal 2023 and possibly beyond, we expect to face continued industry-wide
inflation for various inputs, including commodities, ingredients, packaging materials, transportation and labor. Similarly,
fluctuating petroleum prices and transportation capacity have, from time to time, impacted our costs of resin-based packaging
and our costs of inbound freight on all purchased materials.
We try to limit our exposure to price fluctuations for raw materials by periodically entering into longer-term, fixed-price
contracts for certain raw materials, but we cannot ensure success in limiting our exposure. During fiscal 2022, the overall global
economy experienced significant inflation in packaging materials, fuel, energy, and commodities. We may experience further
increases in the costs of raw materials, and we may try to offset such cost increases with higher prices or other measures.
However, we may be unable to successfully implement offsetting measures or unable to do so in a timely manner.
Inflation has and may continue to adversely affect us by increasing our costs of raw materials, packaging and freight, as
well as wage and benefit costs. Furthermore, consumer spending patterns, which may be difficult to predict in an inflationary
environment, may adversely affect demand for our products. In an inflationary environment, depending on broad market
conditions and the expected increase in interest rates by the United States Federal Reserve, we may be unable to raise the prices
of our products enough to keep up with the rate of inflation.
These factors, as well as an inability to effectively implement additional measures to offset higher costs, could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
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A disruption of production at certain manufacturing facilities could result in an inability to meet customer demand for
certain of our products, which could also negatively impact our ability to maintain adequate levels of product placement
with our customers on a long-term basis.
Because we source certain products from single manufacturing sites and use third-party manufacturers for significant
portions of our production needs for certain products, it is possible that we could experience a production disruption that results
in a reduction or elimination of the availability of some of our products. If we are not able to obtain alternate production
capability in a timely manner, or on favorable terms, it could have a negative impact on our business, results of operations,
financial condition and cash flows, including the potential for long-term loss of product placement with various customers.
We are also subject to risks of other business disruptions associated with our dependence on production facilities and
distribution systems. Pandemics, including COVID-19, natural disasters, terrorist activity, cyber attacks, or other unforeseen
events could interrupt production or distribution and have a material adverse effect on our business, results of operations,
financial condition and cash flows, including the potential for long-term loss of product placement with our customers.
Labor shortages, increased labor costs, and increased labor turnover could adversely impact our business, results of
operations, financial condition, and cash flows.
We have recently experienced labor shortages, increased labor costs and increased employee turnover, which were
exacerbated by the current inflationary market as well as the COVID-19 pandemic and the related policies and mandates. In this
increasingly tight and competitive labor market, a sustained labor shortage or increased turnover rates within our workforce, or
the workforce of any of our significant vendors, suppliers and other parties with which we do business, could lead to production
or shipping delays and increased costs, including increased wages to attract and retain employees and increased overtime to
meet demand. In addition, our ability to recruit and retain a highly skilled and diverse workforce at our corporate offices,
manufacturing facilities and other work locations could be adversely impacted if we fail to respond adequately to rapidly
changing employee expectations regarding fair compensation, an inclusive and diverse workplace, flexible working
arrangements or other matters. These factors could have a material adverse impact on our business, results of operations,
financial condition and cash flows.
The availability and cost of transportation for our products is vital to our success, and the loss of availability or increase
in the cost of transportation could have an unfavorable impact on our business, results of operations, financial condition
and cash flows.
Our ability to obtain adequate and reasonably priced methods of transportation to distribute our products, including
refrigerated trailers for many of our products, is a key factor to our success. Delays in transportation, including weather-related
delays, could have a material adverse effect on our business and results of operations. Further, higher fuel costs and increased
line haul costs due to industry capacity constraints, customer delivery requirements and a more restrictive regulatory
environment could continue to negatively impact our financial results. We are often required to pay fuel surcharges that
fluctuate with the price of diesel fuel to third-party transporters of our products, and such surcharges can be substantial. Any
sudden or dramatic increases in the price of diesel fuel would serve to increase our fuel surcharges and our cost of goods sold. If
we were unable to pass higher freight costs to our customers in the form of price increases, those higher costs could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
Increases in energy-related costs could negatively affect our business by increasing our costs to produce goods.
We are subject to volatility in energy-related costs that affect the cost of producing and distributing our products,
including our petroleum-derived packaging materials. For example, the conflict in the Ukraine has resulted in and may continue
to cause market disruptions, including significant volatility in the price and availability of energy. Furthermore, any sudden and
dramatic increases in electricity or natural gas costs could have a material adverse effect on our business, results of operations,
financial condition and cash flows.
We limit our exposure to price fluctuations in energy-related costs by periodically entering into longer-term, fixed-price
contracts for natural gas and electricity supply to some of our manufacturing facilities. However, due to the inherent variability
of contractual terms and end dates, in addition to the extent to which the energy markets in which we operate have been
deregulated to allow for contracted supply, we will retain some level of exposure to future price fluctuations for our energy-
related costs.
Epidemics, pandemics or similar widespread public health concerns and disease outbreaks, such as COVID-19, have
disrupted and may cause future disruptions to consumption, supply chains, management, operations and production
processes, which could have a material adverse effect on our business, results of operations, financial condition and cash
flows.
Epidemics, pandemics or similar widespread health concerns and disease outbreaks, such as COVID-19, as well as
related government mandates, including the avoidance of gatherings, self-quarantine and the closure of a variety of businesses
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and restaurants, have negatively affected and may in the future negatively affect our business, results of operations, financial
condition and cash flows. These effects may include, but are not limited to:
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significant reductions or volatility in consumer demand for our products as quarantines, stay-at-home orders,
travel restrictions, restrictions on gatherings, actual disease outbreaks, customer fears, financial hardship of
customers and economic downturns (local, regional, national and/or global) may inhibit consumption or shift
demand from discretionary or higher-priced products to lower-priced products and restrict the business operations
of our retail and foodservice customers, which could negatively impact our retail and/or foodservice business;
a shutdown of one or more of our manufacturing, warehousing or distribution facilities as a result of illness,
government restrictions or other workforce disruptions, including interference in our supply chain, or absenteeism,
or reductions in utilization levels, could result in us incurring additional direct costs and experiencing lost
revenue;
forced or temporary curtailment of business operations, including the closure of restaurants and restaurant chains
or limitations on restaurants to offer only take-out or delivery sales, resulting in a significant reduction in demand
for our foodservice products;
failure of third parties on which we rely, including our customers, distributors, suppliers, contract manufacturers,
and other partners to meet their obligations to us, or significant disruptions in their ability to do so, which may be
caused by their own financial or operational difficulties;
inability to meet our customers’ needs and achieve cost targets due to disruption in our manufacturing and supply
arrangements caused by the loss or disruption of essential manufacturing and supply elements such as raw
materials or other finished product components, transportation, workforce, or other manufacturing and distribution
capability;
incurrence of additional labor and operating costs, including costs associated with increased compensation to
certain employees in our factories and distribution network, along with the provision of additional cleaning,
disinfectants and sanitation materials to help keep our employees safe and to protect the communities that we
serve;
disruption in operations if a significant percentage of our workforce is unable to work due to illness, travel or
other government restrictions, or other reasons in connection with epidemics, pandemics or disease outbreaks; and
other increased administrative costs, including insurance costs.
Despite our efforts to manage and remedy these impacts, their ultimate significance depends on factors beyond our
knowledge or control, including the duration and severity of any such outbreak as well as third-party actions taken to contain
the spread and mitigate public health effects.
Our business has been negatively impacted and could be further negatively impacted over the intermediate to longer term
if ongoing disruptions related to COVID-19 and the spread of variant strains continue. For example, changes in consumer
demand, combined with other COVID-19-related issues, have unfavorably impacted the operating results of both our segments
as a result of higher hourly wage rates, increased costs for personal protective equipment, higher expenditures attributed to
incremental co-manufacturing volumes, increased complexity and uncertainty in production planning and forecasting, and
overall lower levels of efficiency in our production and distribution network. In addition, supply chain disruptions, labor
shortages, and rising commodity and other input costs have been, and in the future may continue to be, exacerbated by the
impacts of the COVID-19 pandemic. If we are perceived as having responded improperly to the pandemic, we could suffer
damage to our reputation and our brands. The items above and other impacts of the COVID-19 pandemic could have the effect
of heightening many of the other risks described in this “Risk Factors” section of our Annual Report on Form 10-K, such as
those relating to our reputation, product sales, results of operations or financial condition. The severity, magnitude and duration
of the current COVID-19 pandemic are uncertain and depend on events beyond our knowledge or control. We might not be able
to anticipate or respond to all impacts on a timely basis to prevent near- or long-term adverse impacts to our results. As a result,
the impact of the COVID-19 pandemic could have a material adverse effect on our business, results of operations, financial
condition and cash flows.
Cyber attacks, data breaches or other breaches of our information security systems have had and in the future could have
an adverse effect on our business, results of operations, financial condition and cash flows.
Cyber attacks, data breaches or other breaches of our information security systems, as well as those of our third-party
service providers and other third parties with which we do business, may cause equipment failures or disruptions to our
operations. Our inability to operate our networks and information security systems as a result of such events, even for a limited
period of time, may result in significant expenses. Cyber attacks, which include the use of malware, ransomware, computer
viruses and other means for disruption or unauthorized access, have increased in frequency, scope and potential harm in recent
years and may remain undetected for an extended period. Hardware, software or applications we utilize may contain defects in
design or manufacture or other problems that could unexpectedly compromise information security, potentially resulting in the
unauthorized disclosure and misappropriation of sensitive data, including intellectual property, proprietary business
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information, and personal data. Furthermore, our increased use of mobile and cloud technologies, including as a result of our
transition to our new enterprise resource planning system, has heightened these cybersecurity and privacy risks. In addition,
techniques used to obtain unauthorized access to information or to sabotage information technology systems change frequently.
We have seen, and will likely continue to see, industry-wide vulnerabilities which could affect our systems or those of our
third-party service providers or other third parties with which we do business.
While we have been subject to cyber attacks, none of these events has been material to our operations or financial
condition. Our efforts to protect the security of our information relative to our perceived risks may be insufficient to defend
against a significant cyber attack in the future. The costs associated with a significant cyber attack could include increased
expenditures on cyber security measures, lost revenues from business interruption, litigation, regulatory fines and penalties and
substantial damage to our reputation, any of which could have a material adverse effect on our business, results of operations,
financial condition and cash flows.
The cost and efforts expended in our attempts to prevent cyber security attacks and data breaches may continue to be
significant, and our efforts to prevent these attacks may not be successful. New data security laws and regulations are being
implemented rapidly, are evolving, and may not be compatible with our current processes. Changing our processes could be
time consuming and expensive. Further, we may not be able to timely implement required changes, and failure to do so could
subject us to liability for non-compliance. If we fail to prevent the theft of valuable information such as financial data, sensitive
information about the Company and intellectual property, or if we fail to protect the privacy of customers’, consumers’ and
employees’ confidential data against breaches of network or information technology security, it could result in substantial
damage to our reputation and an impairment of business partner confidences and brand image, which could adversely impact
our employee, customer and investor relations. Any of these occurrences could have a material adverse effect on our business,
results of operations, financial condition and cash flows. Any potential claim under our insurance policies relating to cyber
events may be subject to certain exceptions or may not be honored fully, in a timely manner, or at all. We may not have
purchased sufficient insurance to cover all material costs and losses, and in the future, we may not be able to obtain adequate
liability insurance on commercially desirable or reasonable terms or at all.
We may experience difficulties in implementing our new enterprise resource planning system.
We are in the midst of a multi-year implementation of a new enterprise resource planning system (“ERP”), which will
replace our existing financial and operating systems. The implementation of this ERP requires an investment of significant
personnel and financial resources, including substantial expenditures for outside consultants, system hardware and software in
addition to other expenses in connection with the transformation of our organizational structure and financial and operating
processes. We have experienced delays in the implementation of this ERP primarily due to the impacts of COVID-19. As we
complete the implementation phase of this ERP, we may experience additional delays, increased costs and other difficulties,
including potential design defects, miscalculations, testing requirements, re-work due to changes in business plans or reporting
standards, and the diversion of management’s attention from day-to-day business operations. Additional extended delays could
also introduce operational risk, including cyber security risks, and other complications. If we are unable to implement this ERP
as planned, the effectiveness of our internal control over financial reporting could be adversely affected, our ability to assess
those controls adequately could be delayed, and our business, results of operations, financial condition and cash flows could be
negatively impacted.
Our inability to successfully renegotiate collective bargaining contracts and any prolonged work stoppages could have an
adverse effect on our business, results of operations, financial condition and cash flows.
We believe that our labor relations with employees under collective bargaining contracts are satisfactory, but our inability
to negotiate the renewal of any collective bargaining agreements, including the agreement at our Vineland, New Jersey facility,
which is currently scheduled to expire in December 2022, or any prolonged work stoppages could have a material adverse
effect on our business, results of operations, financial condition and cash flows.
The loss of the services of one or more members of our senior management team could have a material adverse effect on
our business, results of operations, financial condition and cash flows.
Our operations and prospects depend in large part on the performance of our senior management team, several of which
are long-serving employees with significant knowledge of our business model and operations. Should we not be able to find
qualified replacements or successors for any of these individuals if their services were no longer available due to retirement,
resignation or otherwise, our ability to manage our operations or successfully execute our business strategy may be materially
and adversely affected.
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Manufacturing capacity constraints may have a material adverse effect on our business, results of operations, financial
condition and cash flows.
Our current manufacturing resources may be inadequate to meet significantly increased demand for some of our food
products. Our ability to increase our manufacturing capacity to satisfy demand depends on many factors, including the
availability of capital, construction lead-times and delays, equipment availability and delivery lead-times, successful installation
and start up, the availability of adequate skilled and unskilled labor, regulatory permitting and other regulatory requirements.
Increasing capacity through the use of third-party manufacturers depends on our ability to develop and maintain such
relationships and the ability of such third parties to devote additional capacity to fill our orders.
A lack of sufficient manufacturing capacity to meet demand could cause our customer service levels to decrease, which
may negatively affect customer demand for our products and customer relations generally, which in turn could have a material
adverse effect on our business, results of operations, financial condition and cash flows. In addition, operating facilities at or
near capacity may also increase production and distribution costs and negatively affect relations with our employees or
contractors, which could result in disruptions in our operations.
We may require significant capital expenditures to maintain, improve or replace aging infrastructure and facilities, which
could adversely affect our cash flows.
Some of our infrastructure and facilities have been in service for many years, which may result in a higher level of future
maintenance costs and unscheduled repairs. Further, a portion of our infrastructure and facilities may need to be improved or
replaced to maintain or increase operational efficiency, sustain production capacity, or meet changing regulatory requirements.
A significant increase in maintenance costs and capital expenditures could adversely affect our financial condition, results of
operations and cash flows. In addition, a failure to operate our facilities optimally could result in declining customer service
capabilities, which could have a material adverse effect on our business, results of operations, financial condition and cash
flows.
We may not be able to successfully consummate proposed acquisitions or divestitures, and integrating acquired
businesses may present financial, managerial and operational challenges.
We continually evaluate the acquisition of other businesses that would strategically fit within our operations. If we are
unable to consummate, successfully integrate and grow these acquisitions or realize contemplated revenue growth, synergies
and cost savings, our financial results could be adversely affected. In addition, we may, from time to time, divest or seek to
divest businesses, product lines or other operations that are less of a strategic fit within our portfolio or do not meet our growth
or profitability targets, particularly as customer demands evolve in the face of inflationary and other broader market factors. We
may not be able to consummate any such divestitures on favorable terms or at all, in which case we may determine to exit the
business, product line or other operations. As a result, our profitability may be adversely affected by losses on the sales of
divested assets or lost operating income or cash flows from those businesses. We may also incur asset impairment or
restructuring charges related to acquired or divested assets, which may reduce our profitability and cash flows.
These potential acquisitions or divestitures present financial, managerial and operational challenges, including diversion
of management attention from ongoing businesses, difficulty with integrating or separating personnel and financial and other
systems, increased expenses, assumption of unknown liabilities, indemnities and potential disputes with the buyers or sellers.
Climate change, including drought, and increasingly stringent legal and market measures to address climate change may
present challenges to our business and adversely affect our business, reputation, operations and supply chain.
The effects of climate change expose us to physical, financial and operational risks, both directly and indirectly. Climate
change may have a negative effect on agricultural productivity and subject us to decreased availability or less favorable pricing
for certain raw materials that are necessary for our products, including, but not limited to, soybean oil, corn and corn syrup,
sugar, and wheat (including durum wheat). In addition, we may be subject to decreased availability or less favorable pricing of
soybean oil as a result of increased demand for soybean oil in the production of alternative fuels, such as biodiesel.
Increases in the frequency and severity of extreme weather and natural disasters, such as drought, may continue to result
in material damage and disruptions to our manufacturing operations and distribution channels or our third-party manufacturers’
operations, particularly where a product is primarily sourced from a single location impacted by a climate event. This may
require us to make additional unplanned capital expenditures, increase the prices of our raw materials due to sourcing from
other locations, increase our cost of transporting and storing raw materials, or disrupt our production schedules.
Also, drought or other climate events may cause unpredictable water availability or exacerbate water scarcity. Water is
critical to our business, including the operations of the suppliers on whom we depend, and the lack of available water of
acceptable quality may lead to, among other things, adverse effects on our operations.
The increasing concern over climate change and related environmental sustainability matters also has and is likely to
continue to result in more federal, state, and local legal and regulatory requirements, including requirements affecting key
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energy inputs in the manufacturing and distribution of our products, such as natural gas, diesel fuel, and electricity. These laws
and regulations may include requirements to conserve water or mitigate the effects of greenhouse gas emissions. Depending on
the nature of such legal requirements, we may experience significant increases in our compliance costs, capital expenditures,
and other financial obligations to adapt our business and operations to meet new laws and regulations, which could materially
affect our profitability.
Further, our businesses could be adversely affected if we are unable to effectively address increased concerns from the
media, shareholders, customers, and other stakeholders on climate change and related environmental sustainability and
governance matters.
RISKS RELATED TO THE BRANDS WE SELL AND CUSTOMER DEMAND FOR OUR PRODUCTS
We rely on the value of the brands we sell, and the failure to maintain and enhance these brands could adversely affect
our business.
We rely on the success of our well-recognized brand names. Maintaining and enhancing our brand image and recognition
is essential to our long-term success, and maintaining license agreements under which we market and sell certain brands is
important to our business. The failure to do either could have a material adverse effect on our business, financial condition and
results of operations. We seek to maintain and enhance our brands through a variety of efforts, including the delivery of quality
products, extending our brands into new markets and new products and investing in marketing and advertising. The costs of
maintaining and enhancing our brands, including maintaining our rights to brands under license agreements, may increase.
These increased costs could have a material adverse effect on our business, results of operations, financial condition and cash
flows.
We also manufacture and sell numerous products pursuant to brand license agreements including Olive Garden®
dressings, Buffalo Wild Wings® sauces and Chick-fil-A® sauces. Our brand license agreements are typically for a fixed term,
ranging from three to five years, with no automatic renewal options or provisions. We cannot ensure that we will maintain good
relationships with our brand licensors or that we will be able to renew any of our license agreements upon expiration. Our key
brand license agreements can be terminated or not renewed at the option of the licensor upon short notice to us. The termination
of our brand license agreements, the failure to renew our brand license agreements or to renew them on terms favorable to us,
adverse changes in the economic health or reputation of our brand licensors, or the impairment of our relationships with our
brand licensors could have a material adverse effect on our business, results of operations, financial condition and cash flows.
In addition, we increasingly rely on electronic marketing, such as social media platforms and the use of online marketing
strategies, to support and enhance our brands. This “e-commerce” marketplace is growing and evolving quickly and allows for
the rapid dissemination of information regarding our brands by us and consumers. We may not be able to successfully adapt our
marketing efforts to this rapidly changing marketplace, which could have a material adverse impact on our business, financial
condition and results of operations. Further, negative opinions or commentary posted online regarding our brands, regardless of
their underlying merits or accuracy, could diminish the value of our brands and have a material adverse effect on our business,
results of operations, financial condition and cash flows.
Competitive conditions within our Retail and Foodservice markets could impact our sales volumes and operating profits.
Competition within all of our markets is expected to remain intense. Numerous competitors exist, many of which are
larger than us in size. These competitive conditions could lead to significant downward pressure on the prices of our products,
which could have a material adverse effect on our sales and profitability.
Competitive considerations in the various product categories in which we sell are numerous and include price, product
innovation, product quality, brand recognition and loyalty, effectiveness of marketing, promotional activity and the ability to
remain relevant to consumer preferences and trends. In order to maintain our existing market share or capture increased market
share among our retail and foodservice channels, we may decide to increase our spending on marketing and promotional costs,
advertising and new product innovation. The success of marketing, advertising and new product innovation is subject to risks,
including uncertainties about trade and consumer acceptance. As a result, any such increased expenditures may not maintain or
enhance our market share and could result in lower profitability.
Walmart is our largest Retail customer. The loss of, or a significant reduction in, Walmart’s business, or an adverse
change in the financial condition of Walmart, could result in a material adverse effect on our business, results of operations,
financial condition and cash flows.
Our net sales to Walmart represented 18% of consolidated net sales for each of the years ended June 30, 2022 and 2021.
Our accounts receivable balance from Walmart as of June 30, 2022 was $33.1 million. We may not be able to maintain our
relationship with Walmart, and Walmart is not contractually obligated to purchase from us. In addition, changes in Walmart’s
general business model, such as reducing the shelf space devoted to the branded products we market, or devoting more shelf
space to competing products, could adversely affect the profitability of our business with Walmart, even if we maintain a good
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relationship. The loss of, or a significant reduction in, this business could have a material adverse effect on our sales and
profitability. Unfavorable changes in Walmart’s financial condition or other disruptions to Walmart’s business, such as
decreased consumer demand or stronger competition, could also have a material adverse effect on our business, results of
operations, financial condition and cash flows.
Chick-fil-A represents a significant portion of our Foodservice segment sales. The loss of, or a significant reduction in,
this national chain restaurant’s business, or an adverse change in Chick-fil-A’s financial condition, could result in a
material adverse effect on our business, results of operations, financial condition and cash flows.
Sales to Chick-fil-A in our Foodservice segment, which are made indirectly through several foodservice distributors
including McLane, represented 18% and 17% of consolidated net sales for the years ended June 30, 2022 and 2021,
respectively. We cannot ensure that we will be able to maintain good relationships with key national chain restaurant accounts
in the future. We do not have any long-term purchase commitments, and we may be unable to continue to sell our products in
the same quantities or on the same terms as in the past. The loss of, or a significant reduction in, this business could have a
material adverse effect on our sales and profitability. Further, unfavorable changes in Chick-fil-A’s financial condition or other
disruptions to its business, such as decreased consumer demand or stronger competition, could also have a material adverse
effect on our business, results of operations, financial condition and cash flows.
McLane is our largest Foodservice customer. An adverse change in the financial condition of McLane could have a
material adverse effect on our business, results of operations, financial condition and cash flows.
Our net sales to McLane represented 11% and 13% of consolidated net sales for the years ended June 30, 2022 and 2021,
respectively. Our accounts receivable balance from McLane as of June 30, 2022 was $14.4 million. McLane is a large, national
distributor that sells and distributes our products to several of our foodservice national chain restaurant accounts, principally in
the quick service, fast casual and casual dining channels. In general, these national chain restaurants have direct relationships
with us for culinary research and development, menu development and production needs, but choose to buy our products
through McLane, who acts as their distributor. McLane orders our products on behalf of these national chain restaurants, and
we invoice McLane for these sales. Thus, unfavorable changes in the financial condition of McLane could have a material
adverse effect on our business, results of operations, financial condition and cash flows. In addition, the loss of, or a significant
reduction in, our business with the underlying national chain restaurants, or other disruptions, such as decreased consumer
demand or stronger competition, could also have a material adverse effect on our business, results of operations, financial
condition and cash flows. We cannot ensure that we will be able to maintain good relationships with McLane and the
underlying national chain restaurants. McLane and the underlying national chain restaurants are not typically committed to
long-term contractual obligations with us, and they may switch to other suppliers that offer lower prices, differentiated products
or customer service that McLane and/or the underlying national chain restaurants perceive to be more favorable. In addition,
changes in the general business model of McLane, or the underlying national chain restaurants, could have a material adverse
effect on our business, results of operations, financial condition and cash flows.
We rely on the performance of major retailers, mass merchants, wholesalers, food brokers, distributors and foodservice
customers for the success of our business and, should they perform poorly or give higher priority to other brands or
products, our business could be adversely affected.
Within our Retail and Foodservice segments, we sell our products principally to retail and foodservice channels,
including traditional supermarkets, mass merchants, warehouse clubs, specialty food distributors, foodservice distributors and
national chain restaurants. Poor performance by our customers, or our inability to collect accounts receivable from our
customers, could have a material adverse effect on our business, results of operations, financial condition and cash flows.
In addition, our future growth and profitability may be unfavorably impacted by recent changes in the competitive
landscape for our Retail segment customers. As consolidation in the retail grocery industry continues and our retail customers
also grow larger and become more sophisticated, they may demand improved efficiency, lower pricing, increased promotional
programs, or specifically tailored products. Further, these customers are reducing their inventories and increasing their
emphasis on private label products and other products holding top market positions. Traditional retail grocers are also being
pressured by the growing presence of deep discount retailers that emphasize private label product offerings and lower price
points. If we fail to use our sales and marketing expertise to maintain our category leadership positions to respond to these
trends, or if we lower our prices or increase promotional support of our products and are unable to increase the volume of our
products sold, our business, results of operations, financial condition and cash flows could be adversely affected.
Furthermore, within our Retail segment, many of our customers offer competitor branded products and their own store
branded products that compete directly with our products for shelf space and consumer purchases. Accordingly, there is a risk
that these customers give higher priority or promotional support to their store branded products or to our competitors’ products
or discontinue the use of our products in favor of their store branded products or other competing products. Likewise, our
foodservice distributors often offer their own branded products that compete directly with our products. Failure to maintain our
14
retail shelf space or priority with these customers and foodservice distributors could have a material adverse effect on our
business, results of operations, financial condition and cash flows.
Emerging channels such as online retailers and home meal kit delivery services also continue to evolve and impact both
the retail and foodservice industries. Our presence in these emerging channels is currently underdeveloped, and our ultimate
success and the resulting impacts to our financial results are uncertain.
RISKS RELATED TO INFORMATION TECHNOLOGY
Technology failures could disrupt our operations and negatively impact our business.
We increasingly rely on information technology systems to conduct and manage our business operations, including the
processing, transmitting, and storing of electronic information. For example, our sales group and our production and
distribution facilities utilize information technology to increase efficiencies and limit costs. Furthermore, a significant portion of
the communications between our personnel, customers, and suppliers depends on information technology and an uninterrupted
and functioning infrastructure, including telecommunications. Our information technology systems may be vulnerable to a
variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks,
telecommunications failures, cyber attacks and other security issues. Our information technology systems could also be
adversely affected by changes that result from COVID-19, including for example, remote work arrangements for our
employees. If we are unable to adequately protect against these vulnerabilities, our operations could be disrupted, or we may
suffer financial damage or loss because of lost or misappropriated information.
For more information about risks related to cyber attacks and data privacy, see the “Risks Related To Our Operations”
section above and the “Risks Related to Regulatory and Legal Matters” section below.
RISKS RELATED TO REGULATORY AND LEGAL MATTERS
We are subject to federal, state and local government regulations that could adversely affect our business and results of
operations.
Our business operations are subject to regulation by various federal, state and local government entities and agencies. As
a producer of food products for human consumption, our operations are subject to stringent production, packaging, quality,
labeling and distribution standards, including regulations promulgated under the Federal Food, Drug and Cosmetic Act and the
Food Safety Modernization Act. We cannot predict whether future regulation by various federal, state and local government
entities and agencies would adversely affect our business, results of operations, financial condition and cash flows.
In addition, our business operations and the past and present ownership and operation of our properties, including idle
properties, are subject to extensive and changing federal, state and local environmental laws and regulations pertaining to the
discharge of materials into the environment, the handling and disposition of wastes (including solid and hazardous wastes) or
otherwise relating to protection of the environment. Although most of our properties have been subjected to periodic
environmental assessments, these assessments may be limited in scope and may not include or identify all potential
environmental liabilities or risks associated with any particular property. We cannot be certain that our environmental
assessments have identified all potential environmental liabilities or that we will not incur material environmental liabilities in
the future.
We cannot be certain that environmental issues relating to presently known matters or identified sites, or to other
unknown matters or sites, will not require additional, currently unanticipated investigation, assessment or expenditures. If we do
incur or discover any material environmental liabilities or potential environmental liabilities in the future, we may face
significant remediation costs and find it difficult to sell or lease any affected properties.
Failure to comply with current or future federal, state and foreign laws and regulations and industry standards relating to
privacy and data protection could adversely affect our business and results of operations.
We are subject to various privacy, information security, and data protection laws, rules and regulations that present an
ever-evolving regulatory landscape across multiple jurisdictions and industry sections. Federal, state, and foreign legislators and
regulators are increasingly adopting or revising privacy, information security, and data protection laws, rules and regulations
that could have a significant impact on our current and planned privacy, data protection, and information security-related
practices, including our collection, use, storing, sharing, retention, safeguarding and other processing of certain types of
consumer or employee information, which could further increase our costs of compliance and business operations and could
reduce income from certain business initiatives.
For example, we are subject to the California Consumer Privacy Act of 2018 (“CCPA”) and will become subject to the
California Privacy Rights Act (“CPRA”), which has required us to modify our data processing practices and policies and incur
compliance-related costs and expenses. The effects of the CCPA, the CPRA, and other laws, rules or regulations relating to
15
privacy, data protection and information security that apply now or in the future, particularly any new or modified laws or
regulations that require enhanced protection of certain types of data or new obligations with regard to data retention, transfer or
disclosure, are significant, may require us to modify our data processing practices and policies, and could increase our costs,
require significant changes to our operations, prevent us from providing certain offerings or cause us to incur potential liability
in an effort to comply with such legislation.
Due to the uncertainty surrounding the interpretation and application of many privacy and data protection requirements,
laws, regulations, and contractually imposed industry standards, it is possible that these requirements may be interpreted and
applied in a manner that is inconsistent with our existing data management practices or business activities. If so, in addition to
the possibility of substantial fines, lawsuits and other claims and penalties, we could be required to make fundamental changes
to our data management practices and business activities, which could have an adverse effect on our business. Failure to
adequately address privacy and security concerns, even if unfounded, or comply with applicable privacy and data security laws,
rules, regulations and policies could result in additional cost and liability to us, damage our reputation, inhibit growth, and
otherwise adversely affect our business.
We may incur liabilities related to a multiemployer pension plan which could adversely affect our financial results.
We make periodic contributions to a multiemployer pension plan related to our facility in Milpitas, California under a
collective bargaining contract. The multiemployer pension plan provides pension benefits to employees and retired employees
participating in the plan. Our required contributions to this plan could increase; however, any increase would be dependent
upon a number of factors, including our ability to renegotiate the collective bargaining contract successfully, current and future
regulatory requirements, the performance of the pension plan’s investments, the number of participants who are entitled to
receive benefits from the plan, the contribution base as a result of the insolvency or withdrawal of other companies that
currently contribute to this plan, the inability or failure of withdrawing companies to pay their withdrawal liability, low interest
rates and other funding deficiencies. We may also be required to pay a withdrawal liability if we exit from this plan. While we
cannot determine whether and to what extent our contributions may increase or what our withdrawal liability may be, payments
related to this plan could have a material adverse effect on our business, financial condition, results of operations or cash flows.
RISKS RELATED TO INVESTMENTS IN OUR COMMON STOCK
Mr. Gerlach, Executive Chairman of our Board of Directors, has a significant ownership interest in our Company.
As of June 30, 2022, Mr. Gerlach and the Gerlach family trusts owned or controlled approximately 28% of the
outstanding shares of our common stock. Accordingly, Mr. Gerlach has significant influence on all matters submitted to a vote
of the holders of our common stock, including the election of directors. Mr. Gerlach’s voting power may also have the effect of
discouraging transactions involving an actual or a potential change of control of our Company, regardless of whether a
premium is offered over then-current market prices.
The interests of Mr. Gerlach may conflict with the interests of other holders of our common stock. This conflict of
interest may have an adverse effect on the price of our common stock.
Anti-takeover provisions could make it more difficult for a third party to acquire us.
Certain provisions of our charter documents, including provisions limiting the ability of shareholders to raise matters at a
meeting of shareholders without giving advance notice and provisions classifying our Board of Directors, may make it more
difficult for a third party to acquire us or influence our Board of Directors. This may have the effect of delaying or preventing
changes of control or management, which could have an adverse effect on the market price of our stock.
Additionally, Ohio corporate law contains certain provisions that could have the effect of delaying or preventing a change
of control. The Ohio Control Share Acquisition Act found in Chapter 1701 of the Ohio Revised Code provides that certain
notice and informational filings and a special shareholder meeting and voting procedures must be followed prior to
consummation of a proposed “control share acquisition,” as defined in the Ohio Revised Code. Assuming compliance with the
prescribed notice and information filings, a proposed control share acquisition may be accomplished only if, at a special
meeting of shareholders, the acquisition is approved by both a majority of the voting power represented at the meeting and a
majority of the voting power remaining after excluding the combined voting power of the “interested shares,” as defined in the
Ohio Revised Code. The Interested Shareholder Transactions Act found in Chapter 1704 of the Ohio Revised Code generally
prohibits certain transactions, including mergers, majority share acquisitions and certain other control transactions, with an
“interested shareholder,” as defined in the Ohio Revised Code, for a three-year period after becoming an interested shareholder,
unless our Board of Directors approved the initial acquisition. After the three-year waiting period, such a transaction may
require additional approvals under this Act, including approval by two-thirds of our voting shares and a majority of our voting
shares not owned by the interested shareholder. The application of these provisions of the Ohio Revised Code, or any similar
anti-takeover law adopted in Ohio, could have the effect of delaying or preventing a change of control, which could have an
adverse effect on the market price of our stock.
16
Also, our Board of Directors has the authority to issue up to 1,150,000 shares of Class B Voting Preferred Stock and
1,150,000 shares of Class C Nonvoting Preferred Stock and to determine the price, rights, preferences, privileges and
restrictions of those shares without any further vote or action by the shareholders. The rights of the holders of our common
stock may be subject to, and may be adversely affected by, the rights of the holders of any Class B Voting Preferred Stock and
Class C Nonvoting Preferred Stock that may be issued in the future. The Company could use these rights to put in place a
shareholder rights plan, or “poison pill,” that could be used in connection with a bid or proposal of acquisition for an inadequate
price.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We use 2.5 million square feet of space for our operations. Of this space, 0.8 million square feet are leased. These
amounts exclude facilities operated by third-party service providers.
The following table summarizes our principal manufacturing locations (including aggregation of multiple facilities):
Principal Products Produced
Business Segment(s)
Terms of Occupancy
Bedford Heights, OH
Frozen breads
Frozen pasta
Location
Altoona, IA
Columbus, OH
Cudahy, WI
Sauces, dressings, dips
Sprouted grain bakery products
Retail
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Horse Cave, KY
Sauces, dressings, frozen rolls
Luverne, AL
Milpitas, CA
Saline, MI
Frozen rolls
Sauces and dressings
Flatbread products
Vineland, NJ
Wareham, MA (1)
Frozen breads
Croutons
(1) Fully leased for term expiring in fiscal 2024.
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Owned
Leased
The following table summarizes our principal warehouses (including aggregation of multiple facilities), which are used to
distribute products to our customers:
Location
Altoona, IA (1)
Columbus, OH (2)
Grove City, OH
Horse Cave, KY
McDonough, GA
Shepherdsville, KY
Tracy, CA
Business Segment(s)
Terms of Occupancy
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Retail and Foodservice
Leased
Leased
Owned
Owned
Retail and Foodservice
Third-party service
Foodservice
Third-party service
Retail and Foodservice
Third-party service
(1) Fully leased for term expiring in fiscal 2026.
(2) Fully leased for terms expiring in fiscal 2024 and fiscal 2027.
Item 3. Legal Proceedings
From time to time we are a party to various legal proceedings. While we believe that the ultimate outcome of these
various proceedings, individually and in the aggregate, is not expected to have a material effect on our consolidated financial
statements, litigation is always subject to inherent uncertainties, and unfavorable rulings could occur. An unfavorable ruling
could include monetary damages or an injunction prohibiting us from manufacturing or selling one or more products or could
lead to us altering the manner in which we manufacture or sell one or more products, which could have a material impact on net
income for the period in which the ruling occurs and future periods.
17
We are required to disclose certain environmental matters when a governmental authority is a party to the proceedings
and such proceedings involve potential monetary sanctions that we reasonably believe will be in excess of an applied threshold
not to exceed $1 million. We are using a threshold of $1 million as we believe this amount is reasonably designed to result in
disclosure of such proceedings that are material to our business or financial condition. Applying this threshold, there are no
environmental matters to disclose in this Form 10-K.
Item 4. Mine Safety Disclosures
Not applicable.
18
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock trades on The NASDAQ Global Select Market under the symbol LANC.
The number of shareholders of record as of August 1, 2022 was approximately 680. This is not the actual number of
beneficial owners of our common stock, as shares are held in “street name” by brokers and others on behalf of individual
owners.
We have increased our regular cash dividends for 59 consecutive years. Future dividends will depend on our earnings,
financial condition and other factors.
The information regarding compensation plans under which equity securities are authorized for issuance is incorporated
by reference to the information contained in our definitive proxy statement for our November 2022 Annual Meeting of
Shareholders to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act.
Issuer Purchases of Equity Securities
In November 2010, our Board of Directors approved a share repurchase authorization of 2,000,000 common shares, of
which 1,225,545 common shares remained authorized for future repurchases at June 30, 2022. This share repurchase
authorization does not have a stated expiration date. In the fourth quarter, we made the following repurchases of our common
stock:
Period
April 1-30, 2022 (1)
May 1-31, 2022 (1)
June 1-30, 2022 (1)
Total
Total
Number
of Shares
Purchased
Average
Price Paid
Per Share
450 $
68 $
33 $
551 $
155.14
121.72
128.78
149.44
Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans
450
68
33
551
Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans
1,225,646
1,225,578
1,225,545
1,225,545
(1) Represents shares that were repurchased in satisfaction of tax withholding obligations arising from the vesting of restricted
stock granted to employees under the Lancaster Colony Corporation 2015 Omnibus Incentive Plan.
19
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL SHAREHOLDER RETURN
OF LANCASTER COLONY CORPORATION, THE S&P MIDCAP 400 INDEX
AND THE DOW JONES U.S. FOOD PRODUCERS INDEX
The graph set forth below compares the five-year cumulative total return from investing $100 on June 30, 2017 in each of
our Common Stock, the S&P Midcap 400 Index and the Dow Jones U.S. Food Producers Index. The total return calculation
assumes that all dividends are reinvested, including any special dividends.
Lancaster Colony Corporation
S&P Midcap 400
Dow Jones U.S. Food Producers
Cumulative Total Return (Dollars)
6/18
115.02
113.50
97.97
6/19
125.49
115.05
101.62
6/17
100.00
100.00
100.00
6/20
133.22
107.35
104.00
6/21
169.06
164.49
129.68
6/22
114.95
140.41
134.23
There can be no assurance that our stock performance will continue into the future with the same or similar trends
depicted in the above graph.
Item 6. [Reserved]
20
DOLLARSLancaster Colony CorporationS&P Midcap 400Dow Jones U.S. Food Producers6/176/186/196/206/216/22050100150200250 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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, 2022 refers to fiscal 2022, which is the period from July 1, 2021 to June 30, 2022.
The following discussion should be read in conjunction with our consolidated financial statements and the notes thereto
in Item 8 of this Annual Report on Form 10-K. The forward-looking statements in this section and other parts of this report
involve risks, uncertainties and other factors, 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” and those set forth in Item 1A of
this Annual Report on Form 10-K.
Our discussion of results for 2022 compared to 2021 is included herein. For discussion of results for 2021 compared to
2020, see our 2021 Annual Report on Form 10-K.
OVERVIEW
Business Overview
Lancaster Colony Corporation is a manufacturer and marketer of specialty food products for the retail and foodservice
channels.
Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable
to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding
corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable
methodology that is consistently applied. In 2021, our Chief Operating Decision Maker (“CODM”), in order to drive enhanced
accountability and transparency throughout our organization, initiated a review of functional costs that had historically been
part of the indirect costs allocated to our two reportable segments. This review was completed as part of our preparation for our
enterprise resource planning system (“ERP”) implementation. As a result of this review, our CODM identified certain support
functions that were more appropriately presented within corporate expenses to facilitate the management of the business,
including assessing segment performance and allocating resources. These changes were effective in 2021, and all historical
information was retroactively conformed to the current presentation. These changes had no effect on previously reported
consolidated net sales, gross profit, operating income, net income or earnings per share.
Over 95% of our products are sold in the United States. Foreign operations and export sales have not been significant in
the past and are not expected to be significant in the future based upon existing operations. We do not have any fixed assets
located outside of the United States.
Our business has the potential to achieve future growth in sales and profitability due to attributes such as:
•
•
•
•
•
•
•
leading Retail market positions in several product categories with a high-quality perception;
recognized innovation in Retail products;
a broad customer base in both Retail and Foodservice accounts;
well-regarded culinary expertise among Foodservice customers;
recognized leadership in Foodservice product development;
experience in integrating complementary business acquisitions; and
historically strong cash flow generation that supports growth opportunities.
Our goal is to grow both Retail and Foodservice segment sales over time by:
•
•
•
•
•
introducing new products and expanding distribution;
leveraging the strength of our Retail brands to increase current product sales;
expanding Retail growth through strategic licensing agreements;
continuing to rely upon the strength of our reputation in Foodservice product development and quality; and
acquiring complementary businesses.
With respect to long-term growth, we continually evaluate the future opportunities and needs for our business specific to
our plant infrastructure, IT platforms and other initiatives to support and strengthen our operations. Recent examples of
resulting investments include:
•
•
•
a significant capacity expansion project for our Marzetti dressing and sauce facility in Horse Cave, Kentucky that
we expect to complete in the first half of fiscal 2023;
a capacity expansion project for one of our Marzetti dressing and sauce facilities in Columbus, Ohio that was
completed in January 2022;
a significant infrastructure improvement and capacity expansion project for our frozen pasta facility in Altoona,
Iowa that was completed in March 2022;
21
•
•
a significant capacity expansion project for our Sister Schubert’s frozen dinner roll facility in Horse Cave,
Kentucky that was completed in January 2020; and
the establishment of a Transformation Program Office in 2019 that serves to coordinate our various capital and
integration efforts, including our ERP project and related initiatives, Project Ascent, that is currently underway.
Project Ascent commenced in late 2019 and entails the replacement of our primary customer and manufacturing
transactional systems, warehousing systems, and financial systems with an integrated SAP S/4HANA system. Implementation
of this system began in July 2022 and will continue throughout fiscal 2023. Customer fulfillment levels remained strong before
and after the system cutover with no unplanned disruptions in receiving orders, producing products or shipping orders. We
anticipate full deployment throughout our organization in the next 12-18 months.
Post implementation, Project Ascent will evolve into an on-going Center of Excellence (“COE”) that will provide
oversight for all future upgrades of the S/4HANA environment, evaluation of future software needs to support the business,
acquisition integration support and master data standards. Most of the on-going COE costs are expected to consist of annual
software maintenance and support, consulting and professional fees and wages and benefits.
BUSINESS TRENDS
Dating back to the onset of the COVID-19 pandemic in 2020, the effects of COVID-19 on consumer behavior have
impacted the relative demand for our Retail and Foodservice products. More specifically, beginning in March 2020, there has
been an overall shift in consumer demand towards increased at-home food consumption and away from in-restaurant dining.
While this shift in demand has been inconsistent and volatile, on balance it has positively impacted our Retail segment sales and
negatively impacted our Foodservice segment sales. From an operations standpoint, the shift in demand, combined with other
COVID-19-related issues, has unfavorably impacted the operating results of both our segments. These issues include higher
hourly wage rates paid to our front-line employees, increased costs for personal protective equipment, higher expenditures
attributed to incremental co-manufacturing volumes, increased complexity and uncertainty in production planning and
forecasting, and overall lower levels of efficiency in our production and distribution network.
The inflationary cost environment we experienced during 2022 resulted in significantly higher input costs for our
business. During 2022, we endured unprecedented inflationary costs for commodities, particularly soybean oil and flour, in
addition to notably higher costs for packaging, freight and warehousing, and labor. This cost inflation was attributed to
numerous factors such as the impacts of the COVID-19 pandemic, the war in the Ukraine, climate and weather conditions,
supply chain disruptions, including some raw material and packaging shortages, a tight labor market, and government-directed
fiscal stimulus actions.
22
RESULTS OF CONSOLIDATED OPERATIONS
(Dollars in thousands,
except per share data)
Net Sales
Cost of Sales
Gross Profit
Gross Margin
Years Ended June 30,
Change
2022
2021
2020
2022 vs. 2021
2021 vs. 2020
$ 1,676,390
$ 1,467,067
$ 1,334,388
$ 209,323
14 % $ 132,679
1,320,671
1,080,344
355,719
386,723
976,352
358,036
240,327
22 % 103,992
(31,004)
(8) %
28,687
10 %
11 %
8 %
21.2 %
26.4 %
26.8 %
Selling, General and
Administrative Expenses
Change in Contingent
Consideration
Restructuring and Impairment
Charges
Operating Income
Operating Margin
Other, Net
Income Before Income Taxes
Taxes Based on Income
Effective Tax Rate
Net Income
Diluted Net Income Per
Common Share
$
$
Net Sales
212,098
205,363
180,945
6,735
3 %
24,418
13 %
(3,470)
(5,687)
35,180
111,911
6.7 %
477
112,388
22,802
1,195
185,852
12.7 %
(107)
185,745
43,413
257
886
13.2 %
3,129
179,077
42,094
2,217
(39) %
(5,944)
N/M
33,985
N/M
175,948
(73,941)
(40) %
309
9,904
35 %
6 %
584
546 %
(3,236)
(103) %
(73,357)
(39) %
(20,611)
(47) %
6,668
1,319
20.3 %
23.4 %
23.5 %
89,586
$ 142,332
$ 136,983
$ (52,746)
(37) % $
5,349
3.25
$
5.16
$
4.97
$
(1.91)
(37) % $
0.19
4 %
3 %
4 %
4 %
Consolidated net sales for the year ended June 30, 2022 increased 14% to a new record of $1,676 million from the prior-
year record total of $1,467 million. This growth was driven by higher net sales for both the Retail and Foodservice segments,
including the favorable impact of pricing actions. Consolidated sales volumes, measured in pounds shipped, increased 2% in
2022. In the prior year, consolidated sales volumes increased 3%.
The relative proportion of sales contributed by each of our business segments can impact a year-to-year comparison of
the consolidated statements of income. The following table summarizes the sales mix over each of the last three years:
Segment Sales Mix:
Retail
Foodservice
2022
55%
45%
2021
57%
43%
2020
54%
46%
See discussion of net sales by segment following the discussion of “Earnings Per Share” below.
Gross Profit
Consolidated gross profit decreased 8% to $355.7 million in 2022 compared to $386.7 million in 2021 as we endured
unprecedented inflationary costs for commodities, packaging, freight and warehousing, and labor. We also incurred incremental
expenditures attributed to our increased reliance upon co-manufacturers to help satisfy demand. While our pricing actions
helped to offset the impacts of inflation, the gross profit decline reflects an extremely challenging operating environment that,
beyond inflation, includes the unfavorable effects of supply chain disruptions, demand volatility and uncertainty, suboptimal
capacity utilization, and overall lower productivity resulting in substantially higher costs to produce our products and service
our customers.
23
Selling, General and Administrative Expenses
(Dollars in thousands)
SG&A Expenses - Excluding
Project Ascent
Project Ascent Expenses
Total SG&A Expenses
Year Ended June 30,
Change
2022
2021
2020
2022 vs. 2021
2021 vs. 2020
$ 172,771
39,327
$ 212,098
$ 167,480
37,883
$ 205,363
$ 162,910
18,035
$ 180,945
$
$
5,291
1,444
6,735
4,570
3 % $
4 %
19,848
3 % $ 24,418
3 %
110 %
13 %
Selling, general and administrative (“SG&A”) expenses increased 3% to $212.1 million in 2022 as expenditures for
Project Ascent increased $1.4 million to $39.3 million. Excluding Project Ascent, SG&A expenses were higher than the prior
year reflecting investments in a supply chain optimization study and IT investments, as well as higher brokerage costs attributed
to the increased sales.
Project Ascent expenses are included within Corporate Expenses. A portion of the costs that have been classified as
Project Ascent expenses represent ongoing costs that will continue subsequent to the ERP implementation.
Change in Contingent Consideration
In 2022, the change in contingent consideration resulted in a benefit of $3.5 million. This benefit reflected a reduction in
the fair value of the contingent consideration liability for Bantam Bagels, LLC (“Bantam”) based on our 2022 fair value
measurements. The resulting fair value adjustments were due to changes in Bantam’s forecasted adjusted EBITDA for the
twelve months ending December 31, 2023, as well as refinements to the estimated probabilities applied to our forecast
scenarios. We recorded $2.6 million in our Foodservice segment and $0.9 million in our Retail segment. In May 2022, our
Board of Directors approved a plan to exit the Bantam business. There was no liability recorded for Bantam’s contingent
consideration at June 30, 2022.
In 2021, the change in contingent consideration resulted in a benefit of $5.7 million. This benefit reflected a reduction in
the fair value of the contingent consideration liability for Bantam based on our 2021 fair value measurements. As the fair value
adjustment resulted from the impact of a SKU rationalization by a Foodservice customer, the entire adjustment related to
Bantam’s contingent consideration was reflected within the Foodservice segment.
See further discussion in Note 2 to the consolidated financial statements.
Restructuring and Impairment Charges
In 2022, we recorded restructuring and impairment charges totaling $35.2 million related to the following items:
•
•
•
•
our decision to explore strategic alternatives and ultimately exit the Bantam business;
the impact of a revision to the forecasted cash flows of Bantam on the intangible assets of this business;
the impact of a revision to the forecasted branded sales of Angelic Bakehouse, Inc. (“Angelic”) on the intangible
assets of this business; and
the closure of our frozen garlic bread facility in Baldwin Park, California.
Based on our decision to explore strategic alternatives for the Bantam business, impairment testing was triggered for the
related long-lived assets of the asset group. The related restructuring and impairment charges of $24.8 million included
impairment charges for intangible assets, fixed assets and an operating lease right-of-use asset, as well as other closure-related
costs. Due to their unusual nature, these restructuring and impairment charges were not allocated to our two reportable
segments. As noted above, in May 2022, our Board of Directors approved a plan to exit the Bantam business. The operations of
this business have not been classified as discontinued operations as the closure does not represent a strategic shift that would
have a major effect on our operations or financial results.
In 2022, prior to our decision to explore strategic alternatives for the Bantam business, we also recorded an impairment
charge of $0.9 million related to Bantam’s Retail customer relationships intangible asset, which reflected lower projected cash
flows for Bantam’s Retail business. This impairment charge was reflected in our Retail segment.
In 2022, we also recorded an impairment charge of $8.8 million related to the tradename intangible asset of Angelic,
which reflected the impact of lower projected sales for Angelic’s branded Retail business. This impairment charge was reflected
in our Retail segment.
In 2022, we committed to a plan to close our frozen garlic bread facility in Baldwin Park, California in support of our
ongoing efforts to better optimize our manufacturing network. Production at the facility ceased in January 2022, and the
Mamma Bella® brand frozen garlic bread product line was discontinued based on its small size and low profitability. The
operations of this facility have not been classified as discontinued operations as the closure does not represent a strategic shift
that would have a major effect on our operations or financial results. We recorded restructuring and impairment charges of
24
$0.7 million, which consisted of one-time termination benefits and impairment charges for fixed assets and the operating lease
right-of-use asset, and were not allocated to our two reportable segments due to their unusual nature.
We recorded impairment charges of $1.2 million in 2021 related to certain tradename and technology / know-how
intangible assets for Bantam as a result of the impact of a SKU rationalization by a Foodservice customer. These impairment
charges were reflected in our Foodservice segment.
Operating Income
Operating income decreased 40% to $111.9 million in 2022, including the unfavorable impacts of the $25.7 million in
restructuring and impairment charges for the Bantam business and the $8.8 million impairment charge for the Angelic
tradename intangible asset. Beyond those charges, operating results were negatively affected by significant inflationary costs
for commodities, packaging, freight and warehousing, and labor in addition to increased co-manufacturing costs. We also
experienced the unfavorable impacts of an extremely challenging operating environment characterized by supply chain
disruptions, demand volatility and uncertainty, and reduced operating efficiencies. Our pricing actions helped to offset the
inflationary costs. The decline in operating income also reflected the higher level of SG&A expenditures. Incremental sales
attributed to advance customer orders near the end of 2022 ahead of our ERP go-live added an estimated $5 million to
consolidated operating income.
See discussion of operating results by segment following the discussion of “Earnings Per Share” below.
Taxes Based on Income
Our effective tax rate was 20.3% and 23.4% in 2022 and 2021, respectively. See Note 8 to the consolidated financial
statements for a reconciliation of the statutory rate to the effective rate.
We include the tax consequences related to stock-based compensation within the computation of income tax expense. We
may experience increased volatility to our income tax expense and resulting net income dependent upon, among other variables,
the price of our common stock and the timing and volume of share-based payment award activity such as employee exercises of
stock-settled stock appreciation rights and vesting of restricted stock awards. For 2022 and 2021, the impact of net windfall tax
benefits from stock-based compensation reduced our effective tax rate by 0.1% and 0.6%, respectively.
Earnings Per Share
As influenced by the factors discussed above, diluted net income per share totaled $3.25 in 2022, a decrease from the
2021 total of $5.16 per diluted share. Diluted weighted average common shares outstanding for each of the years ended
June 30, 2022 and 2021 have remained relatively stable.
In 2022 and 2021, expenditures for Project Ascent reduced diluted earnings per share by $1.09 and $1.05, respectively;
restructuring and impairment charges reduced diluted earnings per share by $0.98 and $0.03, respectively; and the adjustments
to Bantam’s contingent consideration increased diluted earnings per share by $0.10 and $0.16, respectively.
RESULTS OF OPERATIONS - SEGMENTS
Retail Segment
(Dollars in thousands)
Net Sales
Operating Income
Operating Margin
Year Ended June 30,
Change
2022
$ 915,210
$ 151,627
2021
$ 828,963
$ 188,403
2020
$ 714,127
$ 161,487
2022 vs. 2021
2021 vs. 2020
$ 86,247
$ (36,776)
10 % $ 114,836
(20) % $ 26,916
16 %
17 %
16.6 %
22.7 %
22.6 %
In 2022, net sales for the Retail segment reached a record $915.2 million, a 10% increase from the prior-year total of
$829.0 million. In addition to the benefit of pricing actions, the increase in Retail sales was driven by volume gains for Chick-
fil-A® sauces and Buffalo Wild Wings® sauces, both of which are sold under exclusive licensing agreements. Volume gains for
our New York BRAND Bakery® frozen garlic bread and Sister Schubert’s® frozen dinner rolls also contributed to sales growth.
Retail segment sales volumes, measured in pounds shipped, increased 2% in the current year compared to an increase of 11%
last year. Note that Retail segment sales volumes benefited from advance ordering by our customers near the end of the fiscal
fourth quarter ahead of our ERP go-live, and the resulting incremental Retail sales were estimated to be $11 million. In
addition, Retail segment sales volumes were unfavorably impacted by our decision to exit certain product lines during 2022
including some private label dips and Mamma Bella® frozen garlic bread. Excluding the advance ordering and the product line
rationalizations, Retail sales volumes increased 6%.
25
In 2022, Retail segment operating income decreased 20% to $151.6 million, including the unfavorable impact of
impairment charges totaling $9.7 million as referenced in the “Restructuring and Impairment Charges” section above. The
decline in operating income was driven by the unfavorable impacts of increased commodity and packaging costs, significantly
higher freight and warehousing costs, increased co-manufacturing costs, higher labor costs and broad-based supply chain
challenges. The net impact of our pricing actions lagged the extraordinary levels of cost inflation.
Foodservice Segment
(Dollars in thousands)
Net Sales
Operating Income
Operating Margin
Year Ended June 30,
Change
2022
$ 761,180
$ 82,745
2021
$ 638,104
$ 89,048
2020
$ 620,261
$ 80,475
2022 vs. 2021
2021 vs. 2020
$ 123,076
(6,303)
$
19 % $ 17,843
8,573
(7) % $
3 %
11 %
10.9 %
14.0 %
13.0 %
In 2022, Foodservice segment net sales increased 19% to a record $761.2 million from the 2021 total of $638.1 million
driven by inflationary pricing along with the benefit of volume gains for our branded Foodservice products and select customers
within our mix of national chain restaurant accounts. Note that Foodservice segment sales volumes benefited from advance
ordering by our customers near the end of the fiscal fourth quarter ahead of our ERP go-live, and the resulting incremental
Foodservice sales were estimated to be $14 million. Foodservice sales volumes, measured in pounds shipped, increased 2%
compared to a decline of 1% last year. Excluding the benefit of advance ordering and also excluding 2021 sales attributed to a
temporary supply agreement resulting from the November 2018 acquisition of Omni Baking Company LLC (“Omni”) that was
terminated effective October 31, 2020, Foodservice sales volumes increased 1% in 2022.
In 2022, Foodservice segment operating income decreased 7% to $82.7 million, reflecting increased commodity and
packaging costs, higher freight and warehousing expenses, higher labor costs and the unfavorable impacts of broad-based
supply chain challenges as partially offset by the benefit of pricing actions.
Corporate Expenses
The 2022 corporate expenses totaled $97.0 million as compared to $91.6 million in 2021. This increase reflects increased
IT investments and professional fees as well as higher expenditures for Project Ascent, which totaled $39.3 million in 2022 as
compared to $37.9 million in 2021. In 2022 and 2021, we also capitalized an additional $1.6 million and $3.5 million,
respectively, of ERP-related expenditures for application development stage activities.
LOOKING FORWARD
For 2023, we anticipate our Retail sales volumes will continue to benefit from the growth of our licensing program, but
will also face offsets from consumer demand elasticity and rationalization initiatives for some of our low-margin products. In
Foodservice, we expect sales volumes to be led by growth from select quick-service restaurant customers in our mix of national
chain restaurant accounts while the external factors of a slowing economy and changes in consumer sentiment may dampen
demand. Both our Retail and Foodservice sales will also continue to benefit from our pricing actions. Note that our 2023 first
quarter sales will be unfavorably impacted by the advance ordering that occurred ahead of our ERP go-live near the end of
2022.
From a cost standpoint, subject to future changes in the markets for our raw materials, we are currently forecasting a
notable increase in our commodity costs in the coming year versus fiscal 2022 and higher costs for other items such as
packaging, labor and freight that will pose a headwind to our financial results. To help mitigate these rising costs, we recently
implemented another round of price increases for dressings and sauces sold through our Retail segment while our Foodservice
segment will continue to realize offsets to increased commodity and freight costs through contractual-based inflationary pricing.
Our cost savings programs and other net price realization efforts will also help to offset the unfavorable impacts of inflation in
the year ahead.
The implementation phase for Project Ascent, our ERP initiative, will continue throughout fiscal 2023 as we integrate
additional plants and warehouses into our new ERP network.
In addition to the above commentary specific to rising commodity costs, our exposure to volatile swings in food
commodity costs will continue to be managed and mitigated through a strategic forward purchasing program for certain key
materials such as soybean oil and flour. For a more-detailed discussion of the effect of commodity costs, see the “Impact of
Inflation” section of this MD&A below. Changes in other notable recurring costs, such as marketing, transportation, production
costs and introductory costs for new products, may also impact our overall results.
We will continue to periodically reassess our allocation of capital to ensure that we maintain adequate operating
flexibility while providing appropriate levels of cash returns to our shareholders.
26
FINANCIAL CONDITION
Liquidity and Capital Resources
We maintain sufficient flexibility in our capital structure to ensure our capitalization is adequate to support our future
internal growth prospects, acquire food businesses consistent with our strategic goals, and maintain cash returns to our
shareholders through cash dividends and opportunistic share repurchases. Our balance sheet maintained fundamental financial
strength during 2022 as we ended the year with $60 million in cash and equivalents, along with shareholders’ equity of
$845 million and no debt.
Under our unsecured revolving credit facility (“Facility”), we may borrow up to a maximum of $150 million at any one
time. We had no borrowings outstanding under the Facility at June 30, 2022. At June 30, 2022, we had $2.8 million of standby
letters of credit outstanding, which reduced the amount available for borrowing under the Facility. The Facility expires in
March 2025, and all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to LIBOR or
an alternate base rate defined in the Facility. We must also pay facility fees that are tied to our then-applicable consolidated
leverage ratio. Loans may be used for general corporate purposes. Due to the nature of its terms, when we have outstanding
borrowings under the Facility, they will be classified 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 June 30, 2022, 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 June 30, 2022, there were no events that would constitute a default under this facility.
We currently expect to remain in compliance with the Facility’s covenants for the foreseeable future. However, a default
under the Facility could accelerate the repayment of any then outstanding indebtedness and limit our access to $75 million of
additional credit available under the Facility. Such an event could require a reduction in or 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.
We believe that cash provided by operating activities and our existing balances in cash and equivalents, in addition to that
available under the Facility, should be adequate to meet our liquidity needs over the next 12 months, including the projected
levels of capital expenditures and dividend payments. If we were to borrow outside of the Facility under current market terms,
our average interest rate may increase and have an adverse effect on our results of operations. Based on our current plans and
expectations, we believe our capital expenditures for 2023 could total between $90 and $110 million, which includes
approximately $50 million in expenditures attributed to a substantial investment for a capacity expansion project at our dressing
and sauce facility in Horse Cave, Kentucky that we expect to complete in the first half of fiscal 2023.
Beyond the next 12 months, we expect that cash provided by operating activities will be the primary source of liquidity.
This source, combined with our existing balances in cash and equivalents and amounts available under the Facility, is expected
to be sufficient to meet our overall cash requirements.
We have various contractual and other obligations that are appropriately recorded as liabilities in our consolidated
financial statements, including finance lease obligations, operating lease obligations, the underfunded defined benefit pension
liability, other post-employment benefit obligations, tax liabilities, noncurrent workers compensation obligations, deferred
compensation and interest on deferred compensation. See Note 4 to the consolidated financial statements for further information
about our lease obligations, including the maturities of minimum lease payments. It is not certain when the liabilities for the
underfunded defined benefit pension liability, other post-employment benefit obligations, tax liabilities, noncurrent workers
compensation obligations, deferred compensation and interest on deferred compensation will become due. See Notes 8, 11 and
12 to the consolidated financial statements for further information about these liabilities.
Certain other contractual obligations are not recognized as liabilities in our consolidated financial statements. Examples
of such obligations are commitments to purchase raw materials or packaging inventory that has not yet been received as of June
30, 2022, as well as purchase orders and longer-term purchase arrangements related to the procurement of services, including
IT service agreements, and property, plant and equipment. The majority of these obligations is expected to be due within one
year. See further discussion below of our obligation related to the capacity expansion project at our dressing and sauce facility
in Horse Cave, Kentucky.
In November 2020, T. Marzetti Company (“T. Marzetti”), a wholly-owned subsidiary of ours, entered into a Design/
Build Agreement (the “Agreement”) with Gray Construction, Inc. (“Gray”) under which Gray will design, coordinate and build
additional dressing and sauce manufacturing and warehousing capacity for the T. Marzetti facility in Horse Cave, Kentucky (the
“Project”). The Project will result in an expansion of the current facility footprint. Subject to certain conditions in the
Agreement, T. Marzetti will pay Gray no more than the guaranteed maximum price of approximately $113 million for the
Project. The Agreement contains other terms and conditions that are customary for this type of project. Expected to be
completed in the first half of fiscal 2023, we have a remaining commitment of approximately $30 million for the Project.
27
Cash Flows
(Dollars in thousands)
Provided By Operating Activities
Used In Investing Activities
Used In Financing Activities
Year Ended June 30,
Change
2022
2021
2020
2022 vs. 2021
$ 101,813 $ 174,189 $ 170,769 $ (72,376)
$ (132,240) $ (88,977) $ (83,265) $ (43,263)
(1,915)
$ (97,345) $ (95,430) $ (85,519) $
(42) % $
(49) % $
(2) % $
2021 vs. 2020
3,420
(5,712)
(9,911)
2 %
(7) %
(12) %
Cash provided by operating activities and our existing balances in cash and equivalents remain the primary sources for
funding our investing and financing activities, as well as financing our organic growth initiatives.
Cash provided by operating activities in 2022 totaled $101.8 million, a decrease of 42% as compared with the 2021 total
of $174.2 million. The 2022 decrease was primarily due to the year-over-year changes in net working capital, particularly
accounts payable and accrued liabilities, as well as receivables. The favorable cash flow impact of higher accounts payable was
more pronounced in the prior year due to fluctuations in production levels for the comparative periods. The changes in accrued
liabilities were primarily related to current-year declines in the accruals for compensation and employee benefits. The larger
current-year increase in receivables reflected higher sales, including advance ordering by our customers near the end of the
fiscal fourth quarter ahead of our ERP go-live. Lower net income, which was impacted by significantly higher noncash
restructuring and impairment charges in 2022, also contributed to the reduced level of cash provided by operating activities.
Cash used in investing activities totaled $132.2 million in 2022 as compared to $89.0 million in 2021. The 2022 increase
primarily reflected a higher level of payments for property additions in the current year. Notable capital expenditures in 2022
included spending on: a capacity expansion project at our dressing and sauce facility in Horse Cave, Kentucky that we expect to
complete in the first half of fiscal 2023; a capacity expansion project for one of our Marzetti dressing and sauce facilities in
Columbus, Ohio that was completed in January 2022; and infrastructure improvements and capacity expansion investments at
our frozen pasta facility in Altoona, Iowa that was completed in March 2022. Capital expenditures in 2021 included spending
on the capacity expansion project at our dressing and sauce facility in Horse Cave, Kentucky and the infrastructure
improvements and capacity expansion investments at our frozen pasta facility in Altoona, Iowa. Payments for property
additions totaled $132.0 million in 2022 compared to $87.9 million in 2021.
Financing activities used net cash totaling $97.3 million and $95.4 million in 2022 and 2021, respectively. The vast
majority of the cash used in financing activities is attributed to the payment of dividends, and the 2022 increase in cash used in
financing activities was primarily due to higher dividend payments. The regular dividend payout rate for 2022 was $3.15 per
share, as compared to $2.95 per share in 2021. This past fiscal year marked the 59th consecutive year of increased regular cash
dividends.
The future levels of share repurchases and declared dividends are subject to the periodic review of our Board of Directors
and are generally determined after an assessment is made of various factors, such as anticipated earnings levels, cash flow
requirements and general business conditions.
Our ongoing business activities continue to be subject to compliance with various laws, rules and regulations as may be
issued and enforced by various federal, state and local agencies. With respect to environmental matters, costs are incurred
pertaining to regulatory compliance and, upon occasion, remediation. Such costs have not been, and are not anticipated to
become, material.
We are contingently liable with respect to lawsuits, taxes and various other matters that routinely arise in the normal
course of business. We do not have any related party transactions that materially affect our results of operations, cash flows or
financial condition.
IMPACT OF INFLATION
Our business results can be influenced by significant changes in the costs of our raw materials, packaging and freight. We
attempt to mitigate the impact of inflation on our raw-material costs via longer-term fixed-price contractual commitments for a
portion of our most significant market-indexed commodities, most notably soybean oil and flour. We have also implemented a
procurement strategy for a portion of our egg needs using grain-based pricing contracts to reduce our exposure to egg market
spot prices. Specific to freight costs, our transportation network includes a mix of dedicated carriers, longer-term fixed-rate
contracts and a small internal fleet that serve to reduce our exposure to spot freight rates. We also have a transportation
management system in place to support our freight management processes and help us to secure more competitive freight rates.
Nonetheless, we are subject to events and trends in the marketplace that will impact our costs for raw materials, packaging and
freight. While we attempt to pass through sustained increases in these costs, any such price adjustments can lag the changes in
the related input costs.
28
Although typically less notable, we are also exposed to the unfavorable effects of general inflation beyond material and
freight costs, especially in the areas of labor rates, including annual wage adjustments and benefit costs. Over time, we attempt
to minimize the exposure to such cost increases through ongoing improvements and greater efficiencies throughout our
manufacturing operations, including benefits gained through our lean six sigma program and strategic investments in plant
equipment.
With regard to the impact of commodity and freight costs on Foodservice segment operating income, most of our supply
contracts with national chain restaurant accounts incorporate pricing adjustments to account for changes in ingredient and
freight costs. These supply contracts may vary by account specific to the time lapse between the actual change in ingredient and
freight costs we incur and the effective date of the associated price increase or decrease. As a result, the reported operating
margins of the Foodservice segment are subject to increased volatility during periods of rapidly rising or falling ingredient and/
or freight costs because at least some portion of the change in ingredient and/or freight costs is reflected in the segment’s results
prior to the impact of any associated change in pricing. In addition, the Foodservice segment has an inherently higher degree of
margin volatility from changes in ingredient costs when compared to the Retail segment due to its overall lower margin profile
and higher ratio of ingredient pounds to net sales. In Retail, there is an opportunity to offset the impact of inflationary costs
through net price realization actions including list price increases, decreased trade spending and packaging size changes. Note
that all these Retail cost-recovery options entail some inherent risks and uncertainties, and the implementation timeframe can
lag the input cost changes. We also implement value engineering initiatives, such as the use of lower-cost packaging materials
and alternative ingredients and/or recipes, to reduce Retail and Foodservice product costs to help offset inflation.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This MD&A discusses our consolidated financial statements, which have been prepared in accordance with U.S.
generally accepted accounting principles. The preparation of these consolidated financial statements requires that we make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the
reporting period. On an ongoing basis, we evaluate our estimates and judgments, including, but not limited to, those related to
accounts receivable allowances, distribution costs, asset impairments and self-insurance reserves. We base our estimates and
judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Historically, the aggregate differences, if any, between our estimates and actual amounts in any year have not had a significant
impact on our consolidated financial statements. While a summary of our significant accounting policies can be found in Note 1
to the consolidated financial statements, we believe the following critical accounting policies reflect those areas in which more
significant judgments and estimates are used in the preparation of our consolidated financial statements.
Trade-Related Allowances
Our receivables balance is net of trade-related allowances, which consist of sales discounts, trade promotions and certain
other sales incentives. We evaluate the adequacy of these allowances considering several factors including historical
experience, specific trade programs and existing customer relationships. These allowances can fluctuate based on the level of
sales and promotional programs as well as the timing of deductions.
Goodwill and Other Intangible Assets
Goodwill is not amortized. It is evaluated annually at April 30 by applying impairment testing procedures. Other
intangible assets are amortized on a straight-line basis over their estimated useful lives to Selling, General and Administrative
Expenses. We evaluate the future economic benefit of the recorded goodwill and other intangible assets when events or
circumstances indicate potential recoverability concerns. Carrying amounts are adjusted appropriately when determined to have
been impaired.
RECENT ACCOUNTING PRONOUNCEMENTS
Recent accounting pronouncements and their impact on our consolidated financial statements are disclosed in Note 1 to
the consolidated financial statements.
29
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 Annual Report on Form 10-K 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, many of which could be amplified by the COVID-19 pandemic. Management believes these forward-looking statements
to be reasonable; however, one 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, those risk factors identified in
Item 1A and:
•
•
•
•
•
•
•
•
•
•
•
•
•
inflationary pressures resulting in higher input costs;
efficiencies in plant operations and our overall supply chain network;
adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
significant shifts in consumer demand and disruptions to our employees, communities, customers, supply chains,
production planning, operations, and production processes resulting from the impacts of COVID-19 and other
epidemics, pandemics or similar widespread public health concerns and disease outbreaks;
the reaction of customers or consumers to pricing actions we take to offset inflationary costs;
fluctuations in the cost and availability of ingredients and packaging;
dependence on contract manufacturers, distributors and freight transporters, including their operational capacity
and financial strength in continuing to support our business;
the impact of customer store brands on our branded retail volumes;
capacity constraints that may affect our ability to meet demand or may increase our costs;
adequate supply of labor for our manufacturing facilities;
cyber-security incidents, information technology disruptions, and data breaches;
complexities related to the implementation of our new enterprise resource planning system;
geopolitical events, such as Russia’s recent invasion of Ukraine, that could create unforeseen business disruptions
and impact the cost or availability of raw materials and energy;
•
the potential for loss of larger programs, including licensing agreements, or key customer relationships;
•
changes in demand for our products, which may result from loss of brand reputation or customer goodwill;
•
price and product competition;
•
the possible occurrence of product recalls or other defective or mislabeled product costs;
•
the success and cost of new product development efforts;
•
the lack of market acceptance of new products;
•
the extent to which recent and future business acquisitions are completed and acceptably integrated;
•
the ability to successfully grow recently acquired businesses;
•
dependence on key personnel and changes in key personnel;
the effect of consolidation of customers within key market channels;
•
• maintenance of competitive position with respect to other manufacturers;
•
•
•
stability of labor relations;
changes in estimates in critical accounting judgments;
the impact of any regulatory matters affecting our food business, including any required labeling changes and their
impact on consumer demand;
the outcome of any litigation or arbitration;
the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit
costs; and
certain other risk factors, including those discussed in other filings we have submitted to the Securities and
Exchange Commission.
•
•
•
30
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We have exposure to market risks primarily from changes in raw material prices. In recent years, due to the absence of
any borrowings, we have not had exposure to changes in interest rates. We also have not had exposure to market risk associated
with derivative financial instruments or derivative commodity instruments as we do not utilize any such instruments.
RAW MATERIAL PRICE RISK
We purchase a variety of commodities and other raw materials, such as soybean oil, flour, eggs and dairy-based
materials, which we use as ingredients for our products. The market prices for these commodities are subject to fluctuation
based upon a number of economic factors and may become volatile at times. While we do not use any derivative commodity
instruments to hedge against commodity price risk, we do actively manage a portion of the risk through a structured forward
purchasing program for certain key materials such as soybean oil and flour. In addition, we have implemented a procurement
strategy for a portion of our egg needs through the use of grain-based pricing contracts to reduce our exposure to egg market
spot prices. These programs, coupled with short-term fixed price arrangements on other significant raw materials, provide us
more predictable input costs, which, in addition to the supply contracts with our foodservice customers that allow us to pass
along price increases for commodities, help to reduce margin volatility during periods of significant volatility in the commodity
markets.
Item 8. Financial Statements and Supplementary Data
31
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Lancaster Colony Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Lancaster Colony Corporation and subsidiaries (the
“Company”) as of June 30, 2022 and 2021, the related consolidated statements of income, comprehensive income,
shareholders’ equity, and cash flows, for each of the three years in the period ended June 30, 2022, and the related notes
(collectively, referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of June 30, 2022 and 2021 and the results of its operations and its cash flows
for each of the three years in the period ended June 30, 2022, in conformity with accounting principles generally accepted in the
United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2022, based on criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated August 25, 2022, expressed an unqualified opinion on the Company’s internal control over
financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and
we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which it relates.
Valuation of Long-Lived Assets and Other Intangible Assets - Refer to Notes 1 and 6 in the Financial Statements
Critical Audit Matter Description
The Company monitors the recoverability of the carrying value of its long-lived and other intangible assets by
periodically considering whether indicators of impairment are present. Indicators of impairment may include, but are not
limited to, factors such as adverse changes in the macroeconomic environment, adverse changes in the extent or manner an
asset or group of assets are used by management, unfavorable events impacting current and projected operating results and cash
flows, or decisions to explore strategic alternatives or exit individual businesses before the end of their expected useful life. If
such indicators are present, the Company determines if the assets are recoverable by comparing the sum of the undiscounted
cash flows to the assets’ carrying amounts. If the carrying amounts are greater, then the assets are not recoverable. The net other
intangible asset balance was $32.3 million and $58.8 million at June 30, 2022 and 2021, respectively. The long-lived asset
balances, comprised of net property, plant and equipment and operating lease right of use assets, totaled $479.5 million and
$387.1 million at June 30, 2022 and 2021, respectively.
Given the subjectivity in determining qualitative and quantitative impairment indicators for an asset group, management
exercises significant judgment in the identification of whether impairment indicators are present. Accordingly, auditing
management's determination of whether impairment indicators exist for an asset group was challenging due to the judgment
32
applied in both the identification of such factors, and the evaluation of whether the factors have an impact on the recovery of the
carrying value of the asset group.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company’s identification of potential indicators of impairment of its long-lived and
other intangible assets included the following, among others:
• We evaluated the design and tested the operating effectiveness of controls over management’s evaluation of
impairment indicators.
• We evaluated the reasonableness of management’s assessment of impairment indicators by:
◦
◦
Evaluating management’s process for identifying qualitative and quantitative impairment indicators by
asset group and whether management appropriately considered such indicators.
Conducting a completeness assessment to determine whether additional impairment indicators were
present during the period that were not identified by management.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
August 25, 2022
We have served as the Company’s auditor since 1961.
33
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
ASSETS
June 30,
2022
2021
Current Assets:
Cash and equivalents
Receivables
Inventories:
Raw materials
Finished goods
Total inventories
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
Operating lease right-of-use assets
Other noncurrent assets
Total
$
60,283 $
135,496
56,460
88,242
144,702
11,300
351,781
321,654
463,975
785,629
334,261
451,368
188,055
97,897
48,895
72,980
121,875
15,654
423,481
252,174
424,015
676,189
311,567
364,622
208,371
32,323
28,177
18,354
1,090,374 $
208,371
58,766
22,455
23,590
1,101,285
$
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
Accrued liabilities
Total current liabilities
Noncurrent Operating Lease Liabilities
Other Noncurrent Liabilities
Deferred Income Taxes
Commitments and Contingencies
Shareholders’ Equity:
Preferred stock-authorized 3,050,000 shares; outstanding-none
Common stock-authorized 75,000,000 shares; outstanding-2022-27,520,237
shares; 2021-27,531,040 shares
Retained earnings
Accumulated other comprehensive loss
Common stock in treasury, at cost
Total shareholders’ equity
Total
$
$
114,972 $
50,613
165,585
20,494
20,719
38,889
110,338
63,585
173,923
17,228
28,285
38,702
137,814
1,485,045
(11,172)
(767,000)
844,687
1,090,374 $
128,617
1,482,220
(8,253)
(759,437)
843,147
1,101,285
See accompanying notes to consolidated financial statements.
34
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)
Net Sales
Cost of Sales
Gross Profit
Selling, General and Administrative Expenses
Change in Contingent Consideration
Restructuring and Impairment Charges
Operating Income
Other, Net
Income Before Income Taxes
Taxes Based on Income
Net Income
Net Income Per Common Share:
Basic
Diluted
Weighted Average Common Shares Outstanding:
Basic
Diluted
$
$
$
$
Years Ended June 30,
2022
1,676,390 $
1,320,671
355,719
212,098
(3,470)
35,180
111,911
477
112,388
22,802
89,586 $
2021
1,467,067 $
1,080,344
386,723
205,363
(5,687)
1,195
185,852
(107)
185,745
43,413
142,332 $
3.26 $
3.25 $
5.17 $
5.16 $
27,448
27,472
27,475
27,518
2020
1,334,388
976,352
358,036
180,945
257
886
175,948
3,129
179,077
42,094
136,983
4.98
4.97
27,448
27,496
See accompanying notes to consolidated financial statements.
35
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
Net Income
Other Comprehensive (Loss) Income:
Defined Benefit Pension and Postretirement Benefit Plans:
Net (loss) gain arising during the period, before tax
Amortization of loss, before tax
Amortization of prior service credit, before tax
Total Other Comprehensive (Loss) Income, Before Tax
Tax Attributes of Items in Other Comprehensive (Loss) Income:
Net (loss) gain arising during the period, tax
Amortization of loss, tax
Amortization of prior service credit, tax
Total Tax Benefit (Expense)
Other Comprehensive (Loss) Income, Net of Tax
Comprehensive Income
$
Years Ended June 30,
2022
2021
2020
$
89,586 $
142,332 $
136,983
(4,029)
401
(181)
(3,809)
942
(94)
42
890
(2,919)
86,667 $
4,490
672
(181)
4,981
(1,049)
(157)
42
(1,164)
3,817
146,149 $
(2,662)
546
(182)
(2,298)
622
(128)
42
536
(1,762)
135,221
See accompanying notes to consolidated financial statements.
36
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Cash Flows From Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by
operating activities:
Impacts of noncash items:
Depreciation and amortization
Change in contingent consideration
Deferred income taxes and other changes
Stock-based compensation expense
Restructuring and impairment charges
(Gain) loss 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 for property additions
Proceeds from sale of property
Other-net
Net cash used in investing activities
Cash Flows From Financing Activities:
Payment of dividends
Purchase of treasury stock
Tax withholdings for stock-based compensation
Other-net
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 year
Years Ended June 30,
2022
2021
2020
$
89,586 $
142,332 $
136,983
45,880
(3,470)
2,230
9,563
32,285
(123)
(548)
(37,599)
(22,827)
3,925
(17,089)
101,813
(131,972)
368
(636)
(132,240)
44,509
(5,687)
4,629
7,126
1,195
61
(149)
(11,293)
(36,827)
(3,524)
31,817
174,189
(87,865)
150
(1,262)
(88,977)
(86,761)
(7,563)
(366)
(2,655)
(97,345)
(127,772)
188,055
60,283 $
(81,233)
(8,533)
(3,662)
(2,002)
(95,430)
(10,218)
198,273
188,055 $
$
37,963
257
11,402
6,115
(268)
315
(578)
(10,913)
1,024
(14,267)
2,736
170,769
(82,642)
129
(752)
(83,265)
(75,644)
(5,459)
(3,806)
(610)
(85,519)
1,985
196,288
198,273
See accompanying notes to consolidated financial statements.
37
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in thousands,
except per share data)
Balance, June 30, 2019
Net income
Net pension and postretirement benefit
losses, net of $(536) tax effect
Cash dividends - common stock ($2.75
per share)
Purchase of treasury stock
Stock-based plans
Stock-based compensation expense
Balance, June 30, 2020
Net income
Net pension and postretirement benefit
gains, net of $1,164 tax effect
Cash dividends - common stock ($2.95
per share)
Purchase of treasury stock
Stock-based plans
Stock-based compensation expense
Balance, June 30, 2021
Net income
Net pension and postretirement
benefit losses, net of $(890) tax effect
Cash dividends - common stock
($3.15 per share)
Purchase of treasury stock
Stock-based plans
Stock-based compensation expense
Balance, June 30, 2022
Common Stock
Outstanding
Retained
Earnings
Shares
Amount
Accumulated
Other
Comprehensive
Loss
Treasury
Stock
Total
Shareholders’
Equity
27,491 $ 122,844 $ 1,359,782 $
(38)
71
27,524
(3,806)
6,115
125,153
(46)
53
27,531
(3,662)
7,126
128,617
136,983
(75,644)
1,421,121
142,332
(81,233)
1,482,220
89,586
(86,761)
(45)
34
(366)
9,563
27,520 $ 137,814 $ 1,485,045 $
(10,308) $ (745,445) $ 726,873
136,983
(1,762)
(5,459)
(12,070) (750,904)
3,817
(8,533)
(8,253) (759,437)
(2,919)
(1,762)
(75,644)
(5,459)
(3,806)
6,115
783,300
142,332
3,817
(81,233)
(8,533)
(3,662)
7,126
843,147
89,586
(2,919)
(7,563)
(86,761)
(7,563)
(366)
9,563
(11,172) $ (767,000) $ 844,687
See accompanying notes to consolidated financial statements.
38
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 1 – Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Lancaster Colony Corporation and our
wholly-owned subsidiaries, collectively referred to as “we,” “us,” “our,” “registrant,” or the “Company.” Intercompany
transactions and accounts have been eliminated in consolidation. 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, 2022 refers to fiscal 2022, which is the period from
July 1, 2021 to June 30, 2022.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles
(“GAAP”) requires that we make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Estimates included in these consolidated financial statements include allowances for
customer deductions, net realizable value of inventories, useful lives for the calculation of depreciation and amortization,
distribution accruals, pension and postretirement assumptions and self-insurance accruals. Actual results could differ from these
estimates.
Cash and Equivalents
We consider all highly liquid investments purchased with original maturities of three months or less to be cash
equivalents. The carrying amounts of our cash and equivalents approximate fair value due to their short maturities and are
considered level 1 investments, which have quoted market prices in active markets for identical assets. As a result of our cash
management system, checks issued but not presented to the banks for payment may create negative book cash balances. When
such negative balances exist, they are included in Accrued Liabilities.
Receivable Allowances
Our receivables balance is net of trade-related allowances, which consist of sales discounts, trade promotions and certain
other sales incentives. We evaluate the adequacy of these allowances considering several factors including historical
experience, specific trade programs and existing customer relationships. These allowances can fluctuate based on the level of
sales and promotional programs as well as the timing of deductions.
We also provide an allowance for doubtful accounts based on our estimate of expected credit losses, which considers the
aging of accounts receivable balances, historical write-off experience and on-going reviews of our trade receivables.
Measurement of expected credit losses requires credit review of existing customer relationships, consideration of historical loss
experience, including the need to adjust for current conditions, and judgments about the probable effects of relevant observable
data, including present economic conditions such as delinquency rates and the economic health of customers. Our allowance for
doubtful accounts was immaterial for all periods presented.
Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and equivalents
and trade accounts receivable. By policy, we limit the amount of credit exposure to any one institution or issuer. Our
concentration of credit risk with respect to trade accounts receivable is mitigated by our credit evaluation process and our broad
Retail and Foodservice customer base. However, see Note 9 with respect to our accounts receivable with Walmart Inc. and
McLane Company, Inc., a wholesale distribution subsidiary of Berkshire Hathaway, Inc.
Inventories
Inventories are valued at the lower of cost or net realizable value and are costed by various methods that approximate
actual cost on a first-in, first-out basis. Due to the nature of our business, work in process inventory is not a material component
of inventory. When necessary, we provide allowances to adjust the carrying value of our inventory to the lower of cost or net
realizable value, including any costs to sell or dispose. The determination of whether inventory items are slow moving, obsolete
or in excess of needs requires estimates about the future demand for our products. The estimates as to future demand used in the
valuation of inventory are subject to the ongoing success of our products and may differ from actual due to factors such as
changes in customer and consumer demand.
39
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, except for those acquired as part of a business combination, which are
recorded at fair value at the time of purchase. We use the straight-line method of computing depreciation for financial reporting
purposes based on the estimated useful lives of the corresponding assets. Estimated useful lives for buildings and improvements
range generally from 10 to 40 years, machinery and equipment, excluding technology-related equipment, range generally from
3 to 15 years and technology-related equipment range generally from 3 to 5 years. For tax purposes, we generally compute
depreciation using accelerated methods.
Purchases of property, plant and equipment included in Accounts Payable and excluded from the property additions and
the change in accounts payable in the Consolidated Statements of Cash Flows at June 30 were as follows:
Construction in progress in Accounts Payable
2022
2021
2020
$
19,644 $
16,110 $
2,909
The following table sets forth depreciation expense, including finance lease amortization, in each of the years ended
June 30:
Depreciation expense
2022
2021
2020
$
39,799 $
37,172 $
31,604
In 2022, we recorded an impairment charge of $7.6 million for certain property, plant and equipment related to the
Bantam Bagels, LLC (“Bantam”) business. This charge resulted from our decision to explore strategic alternatives and
ultimately exit this business and represents the excess of the carrying value over the fair value. The fair value was based on
agreed-upon selling prices for these assets, which represents a Level 2 measurement within the fair value hierarchy. The
impairment charge is reflected in Restructuring and Impairment Charges and was not allocated to our two reportable segments
due to its unusual nature.
Deferred Software Costs
We capitalize certain costs related to hosting arrangements that are service contracts (cloud computing arrangements).
Capitalized costs are included in Other Current Assets or Other Noncurrent Assets and are amortized on a straight-line basis
over the estimated useful life. In 2022, 2021 and 2020, we capitalized $1.6 million, $3.5 million and $10.3 million, respectively,
of deferred software costs related to cloud computing arrangements.
Long-Lived Assets
We monitor the recoverability of the carrying value of our long-lived assets by periodically considering whether
indicators of impairment are present. If such indicators are present, we determine if the assets are recoverable by comparing the
sum of the undiscounted future cash flows to the assets’ carrying amounts. Our cash flows are based on historical results
adjusted to reflect our best estimate of future market and operating conditions. If the carrying amounts are greater, then the
assets are not recoverable. In that instance, we compare the carrying amounts to the fair value to determine the amount of the
impairment to be recorded.
Goodwill and Other Intangible Assets
Goodwill is not amortized. It is evaluated annually at April 30, or when events or circumstances indicate potential
recoverability concerns, by applying impairment testing procedures. Other intangible assets are amortized on a straight-line
basis over their estimated useful lives to Selling, General and Administrative Expenses. We monitor the recoverability of the
carrying value of our other intangible assets similar to our long-lived assets discussed above. Carrying amounts are adjusted
appropriately when determined to have been impaired. See further discussion regarding goodwill and other intangible assets in
Note 6.
Leases
We record right-of-use assets and lease liabilities based on the present value of the lease payments for operating leases
and finance leases with an initial term in excess of 12 months. We made an accounting policy election to exclude short-term
leases from our Consolidated Balance Sheets.
In evaluating our contracts to determine whether a contract is or contains a lease, we consider the following:
• Whether explicitly or implicitly identified assets have been deployed in the contract; and
• Whether we obtain substantially all of the economic benefits from the use of that underlying asset, and we can
direct how and for what purpose the asset is used during the term of the contract.
40
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
In determining how to allocate consideration between lease and non-lease components in a contract that was deemed to
contain a lease, we use judgment and consistent application of assumptions to reasonably allocate the consideration.
For leases containing options to extend or terminate, we determine whether the extension or termination should be
considered reasonably certain to be exercised.
The discount rate for leases, if not explicitly stated in the lease, is the incremental borrowing rate, which is the rate of
interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease
payments in a similar economic environment. We use a discount rate to calculate the present value of lease liabilities. In the
development of the discount rate, we consider our internal borrowing rate, treasury security rates, collateral and credit risk
specific to us, and our lease portfolio characteristics.
Accrued Distribution
We incur various freight and other related costs associated with shipping products to our customers and warehouses. We
provide accruals for unbilled shipments from carriers utilizing historical or projected freight rates and other relevant
information.
Accruals for Self-Insurance
Self-insurance accruals are made for certain claims associated with employee health care, workers’ compensation and
general liability insurance up to stop-loss coverage. These accruals include estimates that are primarily based on historical loss
development factors.
Shareholders’ Equity
We are authorized to issue 3,050,000 shares of preferred stock consisting of 750,000 shares of Class A Participating
Preferred Stock with $1.00 par value, 1,150,000 shares of Class B Voting Preferred Stock with no par value and 1,150,000
shares of Class C Nonvoting Preferred Stock with no par value. Our Board of Directors approved a share repurchase
authorization of 2,000,000 common shares in November 2010. At June 30, 2022, 1,225,545 common shares remained
authorized for future purchase.
Revenue Recognition
When Performance Obligations Are Satisfied
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of
account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and
recognized as revenue when, or as, the performance obligation is satisfied. The singular performance obligation of our customer
contracts is determined by each individual purchase order and the respective food products ordered, with revenue being
recognized at a point-in-time when the obligation under the terms of the agreement is satisfied and product control is transferred
to our customer. Specifically, control transfers to our customers when the product is delivered to or picked up by our customers
based upon applicable shipping terms, as our customers can direct the use and obtain substantially all of the remaining benefits
from the asset at this point in time. The performance obligations in our customer contracts are generally satisfied within 30
days. As such, we have not disclosed the transaction price allocated to remaining performance obligations as of June 30, 2022.
Significant Payment Terms
In general, within our customer contracts, the purchase order identifies the product, quantity, price, pick-up allowances,
payment terms and final delivery terms. Payment terms usually include early pay discounts. We grant payment terms consistent
with industry standards. Although some payment terms may be more extended, presently the majority of our payment terms are
less than 60 days. As a result, we have used the available practical expedient and, consequently, do not adjust our revenues for
the effects of a significant financing component.
Distribution
Distribution fees billed to customers are included in Net Sales. All distribution costs associated with outbound freight are
accounted for as fulfillment costs and are included in Cost of Sales; this includes distribution costs incurred after control over a
product has transferred to a customer, as we have chosen to use the available practical expedient to account for these costs
within our cost of sales.
41
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Variable Consideration
In addition to fixed contract consideration, our contracts include some form of variable consideration, including sales
discounts, returns, trade promotions and certain other sales and consumer incentives, including rebates and coupon
redemptions. In general, variable consideration is treated as a reduction in revenue when the related revenue is recognized.
Depending on the specific type of variable consideration, we use either the expected value or most likely amount method to
determine the variable consideration. We believe there will be no significant changes to our estimates of variable consideration
when any related uncertainties are resolved with our customers. We review and update our estimates and related accruals of
variable consideration each period based on historical experience and any recent changes in the market.
Warranties & Returns
We provide all customers with a standard or assurance type warranty. Either stated or implied, we provide assurance the
related products will comply with all agreed-upon specifications and other warranties provided under the law. No services
beyond an assurance warranty are provided to our customers.
We do not grant a general right of return. However, customers may return defective or non-conforming products.
Customer remedies may include either a cash refund or an exchange of the product. As a result, the right of return and related
refund liability is estimated and recorded as a reduction in revenue. This return estimate is reviewed and updated each period
and is based on historical sales and return experience.
Contract Balances
We do not have deferred revenue or unbilled receivable balances and thus do not have any related contract asset and
liability balances as of June 30, 2022.
Contract Costs
We have identified sales commissions as an incremental cost incurred to obtain a customer contract. These costs are
required to be capitalized under the new revenue recognition standard. We have chosen to use the available practical expedient
to continue to expense these costs as incurred as the amortization period for such costs is one year or less. We do not incur
significant fulfillment costs related to customer contracts which would require capitalization.
Disaggregation of Revenue
See Note 9 for disaggregation of our net sales by class of similar product and type of customer.
Advertising Expense
We expense advertising as it is incurred. The following table summarizes advertising expense as a percentage of net sales
in each of the years ended June 30:
Advertising expense as a percentage of net sales
Research and Development Costs
2022
2021
2020
1 %
2 %
2 %
We expense research and development costs as they are incurred. The estimated amount spent during each of the last
three years on research and development activities was less than 1% of net sales.
Stock-Based Employee Compensation Plans
We account for our stock-based employee compensation plans in accordance with GAAP for stock-based compensation,
which requires the measurement and recognition of the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award. The cost of the employee services is recognized as compensation
expense over the period that an employee provides service in exchange for the award, which is typically the vesting period. See
further discussion and disclosure in Note 10.
Income Taxes
Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect
management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in numerous domestic
jurisdictions.
42
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Our annual effective tax rate is determined based on our income, statutory tax rates and the permanent tax impacts of
items treated differently for tax purposes than for financial reporting purposes. Tax law requires certain items be included in the
tax return at different times than the items are reflected in the financial statements. Some of these differences are permanent,
such as expenses that are not deductible in our tax return, and some differences are temporary, reversing over time, such as
depreciation expense. These temporary differences create deferred tax assets and liabilities. The effect of a change in tax rates
on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A change in tax
rates may result in stranded tax effects when the effect of the change is required to be included in income even when the related
income tax effects of items in accumulated other comprehensive income/loss were originally recognized in other
comprehensive income rather than in income. Our accounting policy is to release stranded tax effects from accumulated other
comprehensive loss.
Realization of certain deferred tax assets is dependent upon generating sufficient taxable income in the appropriate
jurisdiction prior to the expiration of the carryforward periods. Although realization is not assured, management believes it is
more likely than not that our deferred tax assets will be realized and thus we have not recorded any valuation allowance for the
years ended June 30, 2022 or 2021.
In accordance with accounting literature related to uncertainty in income taxes, tax benefits and liabilities from uncertain
tax positions that are recognized in the financial statements are measured based on the largest attribute that has a greater than
fifty percent likelihood of being realized upon ultimate settlement.
Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is
not aware of any such changes that would have a material effect on our results of operations, cash flows or financial position.
See further discussion in Note 8.
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, stock-settled stock appreciation rights and performance units) 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, stock-settled stock
appreciation rights and performance units.
Basic and diluted net income per common share were calculated as follows:
Net income
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 (1)
Performance units
Weighted average common shares outstanding - diluted
2022
2021
2020
$
$
89,586 $
(224)
89,362 $
142,332 $
(285)
142,047 $
136,983
(278)
136,705
27,448
27,475
27,448
2
21
1
27,472
2
41
—
27,518
2
46
—
27,496
4.98
4.97
Net income per common share - basic
Net income per common share - diluted
$
$
3.26 $
3.25 $
5.17 $
5.16 $
(1) Excludes the impact of 0.3 million, 0.1 million and 0.2 million weighted average stock-settled stock appreciation rights
outstanding in 2022, 2021 and 2020, respectively, because their effect was antidilutive.
43
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Comprehensive Income and Accumulated Other Comprehensive Loss
Comprehensive income includes changes in equity that result from transactions and economic events from non-owner
sources. Comprehensive income is composed of two subsets – net income and other comprehensive income (loss). Included in
other comprehensive income (loss) are pension and postretirement benefits adjustments.
The following table presents the amounts reclassified out of accumulated other comprehensive loss by component:
Accumulated other comprehensive loss at beginning of year
Defined Benefit Pension Plan Items:
Net (loss) gain arising during the period
Amortization of unrecognized net loss (1)
Postretirement Benefit Plan Items: (2)
Net gain arising during the period
Amortization of unrecognized net gain
Amortization of prior service credit
Total other comprehensive (loss) income, before tax
Total tax benefit (expense)
Other comprehensive (loss) income, net of tax
Accumulated other comprehensive loss at end of year
2022
2021
$
(8,253) $
(12,070)
(4,388)
428
359
(27)
(181)
(3,809)
890
(2,919)
$
(11,172) $
4,340
692
150
(20)
(181)
4,981
(1,164)
3,817
(8,253)
(1) Included in the computation of net periodic benefit income/cost. See Note 11 for additional information.
(2) Additional disclosures for postretirement benefits are not included as they are not considered material.
Recent Accounting Standards
There are no recently issued or adopted accounting standards that will impact our consolidated financial statements.
Note 2 – Fair Value
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value
hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows:
Level 1 – defined as observable inputs, such as quoted market prices in active markets.
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable.
Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to
develop its own assumptions.
Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and
equivalents, accounts receivable, accounts payable, contingent consideration payable and defined benefit pension plan assets.
The estimated fair value of cash and equivalents, accounts receivable and accounts payable approximates their carrying value.
See Note 11 for fair value disclosures related to our defined benefit pension plan assets.
Impairment charges for property, plant and equipment and intangible assets resulted from nonrecurring fair value
measurements. See further discussion in Note 1 and Note 6.
44
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Our contingent consideration, which resulted from the earn-out associated with our acquisition of Bantam, was included
in Other Noncurrent Liabilities. The following table summarizes our contingent consideration as of June 30:
Contingent consideration - Bantam
Contingent consideration - Bantam
Bantam Contingent Consideration
Fair Value Measurements at June 30, 2022
Level 1
Level 2
Level 3
Total
— $
— $
— $
—
Fair Value Measurements at June 30, 2021
Level 1
Level 2
Level 3
Total
— $
— $
3,470 $
3,470
$
$
This contingent consideration resulted from the earn-out associated with our October 19, 2018 acquisition of Bantam. In
general, the terms of the acquisition specified the sellers could receive an earn-out based upon a pre-determined multiple of the
defined adjusted EBITDA of Bantam for the twelve months ending December 31, 2023. The initial fair value of the contingent
consideration was determined to be $8.0 million. Prior to our May 2022 decision to exit the business, the fair value was
measured on a recurring basis using a Monte Carlo simulation that randomly changed revenue growth, forecasted adjusted
EBITDA and other uncertain variables to estimate an expected value. We recorded the present value of these amounts by
applying a discount rate. As these fair value measurements were based on significant inputs not observable in the market, they
represented Level 3 measurements within the fair value hierarchy. There was no liability recorded for Bantam’s contingent
consideration at June 30, 2022.
Our 2022 fair value measurements resulted in a $3.5 million reduction in the fair value of Bantam’s contingent
consideration based on changes in Bantam’s forecasted adjusted EBITDA for the twelve months ending December 31, 2023, as
well as a refinement to the estimated probabilities applied to our forecast scenarios. The changes in forecasted adjusted
EBITDA reflected lower projected sales levels for both the Retail and Foodservice business. The changes in estimated
probabilities reflected a lower likelihood of attaining certain Foodservice business. We recorded $2.6 million of this adjustment
in our Foodservice segment and $0.9 million in our Retail segment.
Our 2021 fair value measurements resulted in a $5.7 million reduction in the fair value of Bantam’s contingent
consideration based on changes in Bantam’s forecasted adjusted EBITDA for the twelve months ending December 31, 2023.
The changes in forecasted adjusted EBITDA primarily reflected the impact of a SKU rationalization by a Foodservice customer
resulting in the loss of sales to that customer after November 30, 2020. This adjustment was recorded in our Foodservice
segment.
The following table represents our Level 3 fair value measurements using significant other unobservable inputs for
Bantam’s contingent consideration:
Contingent consideration at beginning of year
Change in contingent consideration included in operating income
Contingent consideration at end of year
Note 3 – Long-Term Debt
2022
2021
$
$
3,470 $
(3,470)
— $
9,157
(5,687)
3,470
At June 30, 2022 and 2021, we had an unsecured credit facility (“Facility”) under which we could borrow, on a revolving
credit basis, up to a maximum of $150 million at any one time, with potential to expand the total credit availability to
$225 million based on consent of the issuing banks and certain other conditions. The Facility expires on March 19, 2025, and
all outstanding amounts are then due and payable. Interest is variable based upon formulas tied to LIBOR or an alternate base
rate defined in the Facility. In the event that LIBOR becomes unavailable or is no longer deemed an appropriate reference rate,
the Facility allows for the use of a benchmark replacement rate. We must also pay facility fees that are tied to our then-
applicable consolidated leverage ratio. Loans may be used for general corporate purposes. Due to the nature of its terms, when
we have outstanding borrowings under the Facility, they will be classified as long-term debt.
45
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
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 3.5 to 1, subject to certain exceptions. The interest coverage ratio is calculated by dividing Consolidated
EBIT by Consolidated Interest Expense, and the leverage ratio is calculated by dividing Consolidated Net Debt by Consolidated
EBITDA. All financial terms used in the covenant calculations are defined more specifically in the Facility.
At June 30, 2022 and 2021, we had no borrowings outstanding under the Facility. At June 30, 2022 and 2021, we had
$2.8 million of standby letters of credit outstanding, which reduced the amount available for borrowing under the Facility. We
paid no interest in 2022 and 2021.
Note 4 – Leases
We have operating leases with initial noncancelable lease terms in excess of one year covering the rental of various
facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease
term. Our operating leases include leases for real estate for some of our office and manufacturing facilities as well as
manufacturing and non-manufacturing equipment used in our business. The remaining lease terms for these operating leases
range from 1 year to 10 years.
We have finance leases with initial noncancelable lease terms in excess of one year covering the rental of various
facilities and equipment. Certain of these leases contain renewal options and some provide options to purchase during the lease
term. These leases are generally for non-manufacturing equipment used in our business and warehouse facilities. The remaining
lease terms for these finance leases range from 1 year to 3 years.
As of June 30, 2022 and 2021, the weighted-average discount rate of our operating leases was 2.6% and 2.9%,
respectively. As of June 30, 2022 and 2021, the weighted-average discount rate of our finance leases was 1.8% and 1.9%,
respectively.
The components of lease expense in each of the years ended June 30 have been provided as follows:
Operating lease cost in Cost of Sales and Selling, General and
Administrative Expenses
Finance lease cost:
Amortization of assets in Cost of Sales and Selling, General and
Administrative Expenses
Interest on lease liabilities in Other, Net
Total finance lease cost
Short-term lease cost in Cost of Sales and Selling, General and
Administrative Expenses
Total net lease cost
$
$
$
$
2022
2021
2020
9,246 $
8,300 $
8,726
2,413 $
1,571 $
153
156
2,566 $
1,727 $
335
73
408
4,639
2,652
16,451 $
12,679 $
2,405
11,539
46
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Supplemental balance sheet information related to leases at June 30 is as follows:
Operating Leases
Operating Lease Right-Of-Use Assets
Current operating lease liabilities in Accrued Liabilities
Noncurrent Operating Lease Liabilities
Total operating lease liabilities
Finance Leases
Finance lease right-of-use assets in Property, Plant and Equipment-Net
Current finance lease liabilities in Accrued Liabilities
Noncurrent finance lease liabilities in Other Noncurrent Liabilities
Total finance lease liabilities
2022
2021
28,177 $
22,455
8,874 $
20,494
29,368 $
6,861
17,228
24,089
7,217 $
9,212
2,542 $
4,320
6,862 $
2,517
6,667
9,184
$
$
$
$
$
$
Supplemental cash flow information related to leases in each of the years ended June 30 is as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Supplemental noncash information on operating lease liabilities arising
from obtaining right-of-use assets
Supplemental noncash information on operating lease liabilities removed
due to purchase of leased asset
Supplemental noncash information on finance lease liabilities arising
from obtaining right-of-use assets
2022
2021
2020
9,603 $
153 $
2,655 $
8,501 $
156 $
2,002 $
8,923
73
432
16,617 $
7,005 $
5,611
— $
— $
5,765
334 $
9,035 $
631
$
$
$
$
$
$
As of June 30, 2022, the maturities of lease liabilities were as follows:
2023
2024
2025
2026
2027
Thereafter
Operating Leases
$
Finance Leases
9,541 $
8,016
5,223
4,995
2,697
546
31,018 $
(1,650)
29,368 $
2,644
2,122
1,973
306
—
—
7,045
(183)
6,862
Total minimum payments
Less amount representing interest
Present value of lease obligations
$
$
As of June 30, 2022 and 2021, the weighted-average remaining term of our operating leases was 4.0 years and 4.4 years,
respectively. As of June 30, 2022 and 2021, the weighted-average remaining term of our finance leases was 3.0 years and 4.0
years, respectively.
We have additional operating lease commitments totaling $1.9 million for equipment that had not been delivered as of
June 30, 2022.
47
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 5 – Commitments and Contingencies
In addition to the items discussed below, at June 30, 2022, we were a party to various claims and litigation matters arising
in the ordinary course of business. Such matters did not have a material effect on the current-year results of operations and, in
our opinion, their ultimate disposition is not expected to have a material effect on our consolidated financial statements.
We have a significant remaining commitment of approximately $30 million related to a capacity expansion project at our
dressing and sauce facility in Horse Cave, Kentucky.
24% of our employees are represented under various collective bargaining contracts. The labor contract for our Vineland,
New Jersey plant facility, which produces frozen bread products, will expire on December 31, 2022. 6% of our employees are
represented under this collective bargaining contract. None of our other collective bargaining contracts will expire within one
year.
Note 6 – Goodwill and Other Intangible Assets
Goodwill attributable to the Retail and Foodservice segments was $157.4 million and $51.0 million, respectively, at
June 30, 2022 and 2021.
The following table summarizes our identifiable other intangible assets at June 30:
Tradenames (20 to 30-year life)
Gross carrying value
Accumulated amortization
Net carrying value
Customer Relationships (2 to 15-year life)
Gross carrying value
Accumulated amortization
Net carrying value
Technology / Know-how (10-year life)
Gross carrying value
Accumulated amortization
Net carrying value
Non-compete Agreements (5-year life)
Gross carrying value
Accumulated amortization
Net carrying value
Total net carrying value
2022
2021
$
$
$
$
$
$
$
$
$
37,100 $
(8,385)
28,715 $
14,207 $
(12,727)
1,480 $
6,350 $
(4,222)
2,128 $
191 $
(191)
— $
32,323 $
62,531
(12,421)
50,110
17,507
(12,912)
4,595
8,020
(3,973)
4,047
191
(177)
14
58,766
In 2022, we recorded impairment charges of $13.2 million to write off the net carrying value of Bantam’s tradename,
customer relationships and technology / know-how intangible assets. These impairment charges were reflected in Restructuring
and Impairment Charges. We recorded $0.9 million in our Retail segment related to lower projected cash flows for Bantam’s
Retail business. The remaining $12.3 million, which resulted from our decision to explore strategic alternatives for this
business, was not allocated to our two reportable segments due to its unusual nature.
In 2022, we also recorded an impairment charge of $8.8 million related to the tradename intangible asset of Angelic
Bakehouse, Inc. (“Angelic”), which reflected the impact of lower projected sales for Angelic’s branded Retail business. This
impairment charge was reflected in Restructuring and Impairment Charges and was recorded in our Retail segment.
In 2021, we recorded impairment charges of $1.2 million related to certain tradename and technology / know-how
intangible assets for Bantam, which reflected the impact of a SKU rationalization by a Foodservice customer resulting in the
loss of sales to that customer after November 30, 2020. The impairment charges were reflected in Restructuring and Impairment
Charges and were recorded in our Foodservice segment. We also reduced the remaining useful life for Bantam’s Foodservice
customer relationship and recorded accelerated amortization expense.
48
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
The impairment charges discussed above represent the excess of the carrying value over the fair value of estimated
discounted cash flows specific to the remaining useful lives of the related intangible assets. As the fair value measurements
were based on significant inputs not observable in the market, they represent Level 3 measurements within the fair value
hierarchy.
Amortization expense for our other intangible assets, which is reflected in Selling, General and Administrative Expenses,
was as follows in each of the years ended June 30:
Amortization expense
2022
2021
2020
$
4,437 $
5,255 $
5,061
Total annual amortization expense for each of the next five years is estimated to be as follows:
$
$
$
$
$
2,514
2,514
2,212
1,610
1,426
2022
2021
16,300 $
11,862
8,874
4,705
2,542
1,592
4,738
50,613 $
32,521
8,803
6,861
5,783
2,517
1,665
5,435
63,585
2022
2021
7,265 $
4,934
4,320
1,813
925
867
—
595
20,719 $
8,777
4,606
6,667
1,675
1,253
1,145
3,470
692
28,285
$
$
$
$
2023
2024
2025
2026
2027
Note 7 – Liabilities
Accrued liabilities at June 30 were composed of:
Compensation and employee benefits
Distribution
Operating leases
Royalties
Finance leases
Other taxes
Other
Total accrued liabilities
Other noncurrent liabilities at June 30 were composed of:
Workers compensation
Deferred compensation and accrued interest
Finance leases
Pension benefit liability
Gross tax contingency reserve
Postretirement benefit liability
Contingent consideration
Other
Total other noncurrent liabilities
49
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Note 8 – Income Taxes
We file a consolidated federal income tax return. Taxes based on income for the years ended June 30 have been provided
as follows:
Currently payable:
Federal
State and local
Total current provision
Deferred federal, state and local provision
Total taxes based on income
2022
2021
2020
$
$
19,751 $
1,974
21,725
1,077
22,802 $
32,655 $
7,460
40,115
3,298
43,413 $
23,392
6,808
30,200
11,894
42,094
For the years ended June 30, our effective tax rate varied from the statutory federal income tax rate as a result of the
following factors:
Statutory rate
State and local income taxes
Research and development tax credit
Net windfall tax benefits - stock-based compensation
Other
Effective rate
2022
2021
2020
21.0 %
0.7
(1.7)
(0.1)
0.4
20.3 %
21.0 %
3.2
(0.8)
(0.6)
0.6
23.4 %
21.0 %
3.1
—
(0.8)
0.2
23.5 %
Our net deferred tax liability for all periods presented has been classified as noncurrent. The tax effect of temporary
differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at June 30 were comprised
of:
Deferred tax assets:
Employee medical and other benefits
Operating lease liabilities
Receivables
Inventories
Other accrued liabilities
Total deferred tax assets
Deferred tax liabilities:
Property, plant and equipment
Goodwill
Operating lease right-of-use assets
Intangible assets
Other
Total deferred tax liabilities
Net deferred tax liability
2022
2021
6,638 $
6,553
2,756
1,668
1,443
19,058
(33,738)
(15,930)
(6,726)
(1,494)
(59)
(57,947)
(38,889) $
6,853
5,181
2,175
3,003
1,719
18,931
(31,052)
(14,174)
(5,298)
(7,076)
(33)
(57,633)
(38,702)
$
$
Prepaid federal income taxes of $5.1 million were included in Other Current Assets at June 30, 2021. Prepaid state and
local income taxes of $1.9 million and $1.1 million were included in Other Current Assets at June 30, 2022 and 2021,
respectively.
50
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Net cash payments for income taxes for each of the years ended June 30 were as follows:
Net cash payments for income taxes
2022
2021
2020
$
17,827 $
40,735 $
30,958
The gross tax contingency reserve at June 30, 2022 was $0.9 million and consisted of estimated tax liabilities of
$0.4 million and interest and penalties of $0.5 million. The unrecognized tax benefits recorded as the gross tax contingency
reserve noted in the following table for June 30, 2022 and 2021 would affect our effective tax rate, if recognized.
The following table sets forth changes in our total gross tax contingency reserve (including interest and penalties):
Balance, beginning of year
Tax positions related to the current year:
Additions
Reductions
Tax positions related to prior years:
Additions
Reductions
Settlements
Balance, end of year
2022
2021
$
1,253 $
968
—
—
45
(373)
—
925 $
—
—
311
(26)
—
1,253
$
We have not classified any of the gross tax contingency reserve at June 30, 2022 in Accrued Liabilities as none of these
amounts are expected to be resolved within the next 12 months. Consequently, the entire liability of $0.9 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. For each of the years ended
June 30, we recognized the change in the accrual for net tax-related interest and penalties as follows:
(Benefit) expense recognized for net tax-related interest and penalties
We had accrued interest and penalties at June 30 as follows:
Accrued interest and penalties included in the gross tax contingency reserve
2022
2021
(22) $
48
2022
2021
507 $
529
$
$
We file federal and various state and local income tax returns in the United States. With limited exceptions, we are no
longer subject to examination of U.S. federal or state and local income taxes for years prior to 2019.
Note 9 – Business Segment Information
Our financial results are presented as two reportable segments: Retail and Foodservice. Costs that are directly attributable
to either Retail or Foodservice are charged directly to the appropriate segment. Costs that are deemed to be indirect, excluding
corporate expenses and other unusual significant transactions, are allocated to the two reportable segments using a reasonable
methodology that is consistently applied. We evaluate our segments based on net sales and operating income. In 2021, our
Chief Operating Decision Maker (“CODM”), in order to drive enhanced accountability and transparency throughout our
organization, initiated a review of functional costs that had historically been part of the indirect costs allocated to our two
reportable segments. This review was completed as part of our preparation for our enterprise resource planning system
implementation. As a result of this review, our CODM identified certain support functions that were more appropriately
presented within corporate expenses to facilitate the management of the business, including assessing segment performance and
allocating resources. These changes were effective in 2021, and all historical information was retroactively conformed to the
current presentation. These changes had no effect on previously reported consolidated net sales, gross profit, operating income,
net income or earnings per share.
51
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Retail - The vast majority of the products we sell in the Retail segment are sold through sales personnel, food brokers and
distributors in the United States. We have placement of products in grocery produce departments through our refrigerated salad
dressings, vegetable dips and fruit dips. We also have products typically marketed in the shelf-stable section of the grocery
store, which include salad dressings, slaw dressing, sauces and croutons. Within the frozen food section of the grocery store, we
sell yeast rolls and garlic breads.
Foodservice - The vast majority of the products we sell in the Foodservice segment are sold through sales personnel, food
brokers and distributors in the United States. Most of the products we sell in the Foodservice segment are custom-formulated
and include salad dressings, sandwich and dipping sauces, frozen breads and yeast rolls. The majority of our Foodservice sales
are products sold under private label to restaurants. We also manufacture and sell various branded Foodservice products to
distributors. Finally, within this segment, we sold other roll products under a temporary supply agreement resulting from the
November 2018 acquisition of Omni Baking Company LLC. The temporary supply agreement was terminated effective
October 31, 2020.
As many of our products are similar between our two segments, our procurement, manufacturing, warehousing and
distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity.
Consequently, we do not prepare, and our CODM does not review, separate balance sheets for the reportable segments. As
such, our external reporting does not include the presentation of identifiable assets, payments for property additions or
depreciation and amortization by reportable segment.
The following table sets forth net sales disaggregated by class of similar products for the Retail and Foodservice
segments in each of the years ended June 30:
Retail
Shelf-stable dressings, sauces and croutons
Frozen breads
Refrigerated dressings, dips and other
Total Retail net sales
Foodservice
Dressings and sauces
Frozen breads and other
Other roll products
Total Foodservice net sales
Total net sales
2022
2021
2020
$
$
$
$
$
375,031 $
331,812
208,367
915,210 $
297,572 $
308,482
222,909
828,963 $
205,062
290,940
218,125
714,127
574,264 $
186,916
—
761,180 $
1,676,390 $
477,940 $
156,457
3,707
638,104 $
1,467,067 $
436,909
161,093
22,259
620,261
1,334,388
The following table provides an additional disaggregation of Foodservice net sales by type of customer in each of the
years ended June 30:
Foodservice
National accounts
Branded and other
Other roll products
Total Foodservice net sales
2022
2021
2020
$
$
588,955 $
172,225
—
761,180 $
494,874 $
139,523
3,707
638,104 $
459,880
138,122
22,259
620,261
52
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
The following sets forth certain additional financial information attributable to our reportable segments, certain amounts
not allocated among our reportable segments and amounts retained at the corporate level for the years ended June 30:
Net Sales (1) (2)
Retail
Foodservice
Total
Operating Income (2) (3)
Retail
Foodservice
Nonallocated Restructuring and Impairment Charges (4)
Corporate Expenses (5)
Total
Identifiable Assets (1) (6)
Retail & Foodservice (7)
Corporate
Total
Payments for Property Additions (3)
Retail & Foodservice (7)
Corporate
Total
Depreciation and Amortization (3)
Retail & Foodservice (7)
Corporate
Total
2022
2021
2020
$
915,210 $
828,963 $
761,180
638,104
714,127
620,261
$
1,676,390 $
1,467,067 $
1,334,388
$
$
$
$
$
$
$
$
151,627 $
82,745
(25,507)
(96,954)
111,911 $
188,403 $
89,048
—
(91,599)
185,852 $
161,487
80,475
(886)
(65,128)
175,948
1,017,055 $
73,319
1,090,374 $
878,389 $
222,896
1,101,285 $
771,270
222,083
993,353
130,502 $
1,470
131,972 $
42,902 $
2,978
45,880 $
86,792 $
1,073
87,865 $
41,356 $
3,153
44,509 $
81,067
1,575
82,642
35,790
2,173
37,963
(1) Net sales and long-lived assets are predominately domestic.
(2) All intercompany transactions have been eliminated.
(3) As discussed above, certain prior-year amounts were reclassified in 2021 to conform to the current presentation. These
changes had no effect on previously reported consolidated totals.
(4) Reflects restructuring and impairment charges related to the Bantam business and a facility closure in 2022 and a plant
closure in 2020, which were not allocated to our two reportable segments due to their unusual nature.
(5) Our Corporate Expenses include various expenses of a general corporate nature, expenditures for Project Ascent and costs
related to certain divested or closed nonfood operations. These costs have not been allocated to the Retail and Foodservice
segments.
(6) Retail and Foodservice identifiable assets include those assets used in our operations and other intangible assets allocated
to purchased businesses. The increase in Retail and Foodservice identifiable assets from June 30, 2021 to June 30, 2022
reflected property additions due to several capacity expansion projects, higher receivables balances due to increased sales,
and higher inventory levels due to increased input costs. The increase in Retail and Foodservice identifiable assets from
June 30, 2020 to June 30, 2021 reflected property additions due to several capacity expansion projects and higher inventory
levels due to increased commodity costs. Corporate assets consist principally of cash and equivalents. The decrease in
Corporate assets from June 30, 2021 to June 30, 2022 reflected the decline in cash and equivalents.
(7) As discussed above, we do not present identifiable assets, payments for property additions or depreciation and amortization
by reportable segment.
53
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Retail segment net sales attributable to Walmart Inc. (“Walmart”) and Foodservice segment net sales attributable to
McLane Company, Inc. (“McLane”), a wholesale distribution subsidiary of Berkshire Hathaway, Inc., for each of the years
ended June 30 were as follows:
Net sales to Walmart
As a percentage of consolidated net sales
Net sales to McLane
As a percentage of consolidated net sales
2022
2021
2020
$
293,684
$
267,090
$
241,699
18 %
18 %
18 %
$
188,717
$
184,021
$
174,242
11 %
13 %
13 %
Accounts receivable attributable to Walmart and McLane at June 30 as a percentage of consolidated accounts receivable
were as follows:
Walmart
McLane
2022
2021
24 %
11 %
27 %
9 %
Note 10 – Stock-Based Compensation
Our shareholders previously approved the Lancaster Colony Corporation 2015 Omnibus Incentive Plan (the “2015
Plan”). The 2015 Plan reserved 1,500,000 common shares for issuance to our employees and directors. All awards granted
under this 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 this plan varies as to the type of award granted, and the maximum term of these awards is seven years.
We recognize compensation expense over the requisite service period of the grant. Compensation expense is reflected in
Cost of Sales or Selling, General and Administrative Expenses based on the grantees’ salaries expense classification. We
estimate a forfeiture rate based on historical experience.
Stock-Settled Stock Appreciation Rights
Prior to 2022, we used 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 calculated 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 2021 and 2020, we granted SSSARs to various employees under the terms of the plan. The following table summarizes
information relating to these grants:
SSSARs granted
Weighted average grant date fair value per right
Weighted average assumptions used in fair value calculations:
Risk-free interest rate
Dividend yield
Volatility factor of the expected market price of our common stock
Expected life in years
2021
124
36.24
2020
180
24.06
$
$
0.51 %
1.69 %
28.63 %
4.55
1.17 %
1.81 %
22.57 %
4.01
For 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 we granted generally vest over a 3-year period whereby one-third vests on the first anniversary of the
grant date, one-third vests on the second anniversary of the grant date and one-third vests on the third anniversary of the grant
date.
The following table summarizes our SSSARs compensation expense and tax benefits recorded for each of the years ended
June 30:
Compensation expense
Tax benefits
Intrinsic value of exercises
2022
2021
2020
$
$
$
3,566 $
749 $
317 $
3,568 $
749 $
6,187 $
3,049
640
6,693
54
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
The total fair values of SSSARs vested for each of the years ended June 30 were as follows:
Fair value of vested rights
2022
2021
2020
$
4,095 $
3,404 $
2,972
The following table summarizes the activity relating to SSSARs granted under the plan for the year ended June 30, 2022:
Number of
Rights
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life in
Years
Aggregate
Intrinsic
Value
Outstanding at beginning of year
Exercised
Granted
Forfeited
Outstanding at end of year
Exercisable and vested at end of year
Vested and expected to vest at end of year
454 $
(44) $
— $
(17) $
393 $
265 $
393 $
156.49
138.20
—
167.03
158.12
153.36
158.13
2.53 $
2.19 $
2.53 $
269
269
269
The following table summarizes information about the SSSARs outstanding by grant year at June 30, 2022:
Outstanding
Exercisable
Weighted Average
Grant Years
2021
2020
2019
2018
Range of
Exercise Prices
$167.18-$187.30
$153.71-$154.44
$148.18-$180.60
$121.09-$124.29
Number
Outstanding
115
153
90
35
Remaining
Contractual
Life in
Years
3.65
2.64
1.67
0.65
Exercise
Price
$177.86
$153.74
$154.84
$121.18
Number
Exercisable
40
100
90
35
Weighted
Average
Exercise
Price
$177.86
$153.74
$154.84
$121.18
At June 30, 2022, there was $3.2 million of unrecognized compensation expense related to SSSARs that we will
recognize over a weighted-average period of 1 year.
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 2022, 2021 and 2020, we granted shares of restricted stock to various employees under the terms of the plan. The
following table summarizes information relating to these grants:
Employees
Restricted stock granted
Grant date fair value
Weighted average grant date fair value per award
2022
2021
2020
30
5,691 $
189.12 $
17
2,918 $
177.89 $
31
4,813
153.72
$
$
The restricted stock under these employee grants vests 3 years after the grant date. Under the terms of our grants,
employees receive dividends on unforfeited restricted stock regardless of their vesting status.
In 2022, 2021 and 2020, we also granted shares of restricted stock to our nonemployee directors under the terms of the
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
2022
2021
2020
5
799 $
162.15 $
4
774 $
172.89 $
5
760
155.70
$
$
55
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
The restricted stock under these nonemployee director grants generally vests 1 year after the grant date. All of the shares
granted during 2022 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 following table summarizes our restricted stock compensation expense and tax benefits recorded for each of the years
ended June 30:
Compensation expense
Tax benefits
2022
2021
2020
$
$
4,942 $
1,038 $
3,558 $
747 $
3,066
644
The total fair values of restricted stock vested for each of the years ended June 30 were as follows:
Fair value of vested shares
2022
2021
2020
$
2,772 $
3,148 $
2,284
The following table summarizes the activity relating to restricted stock granted under the plan for the year ended June 30,
2022:
Unvested restricted stock at beginning of year
Granted
Vested
Forfeited
Unvested restricted stock at end of year
Number of
Shares
Weighted
Average Grant
Date Fair Value
62 $
35 $
(17) $
(6) $
74 $
161.35
185.32
159.49
172.20
172.27
At June 30, 2022, there was $6.2 million of unrecognized compensation expense related to restricted stock that we will
recognize over a weighted-average period of 2 years.
Performance Units
We made an initial grant of performance units in August 2021 as a vehicle for rewarding certain employees with long-
term incentives for their efforts in helping to create long-term shareholder value. These performance units are based on two
performance metrics, with equal weightings, as follows:
•
•
a market condition based on relative total shareholder return versus the S&P 1500 Packaged Foods & Meats
Index; and
a performance condition based on revenue growth over the applicable performance period.
These performance units will vest 3 years after the grant date and will be settled in shares of common stock equal to the number
of performance units granted multiplied by a percentage between 0% and 200% depending on the achievement of the above-
noted performance metrics over the 3-year performance period. Our policy is to issue shares upon the vesting of performance
units from new shares that had been previously authorized. Dividend equivalents earned during the vesting period will be paid
at the time the awards vest.
In 2022, we granted performance units to various employees under the terms of the plan. The following table summarizes
information relating to these grants:
Performance units granted
Grant date fair value
Weighted average grant date fair value per award
2022
20
4,151
201.67
$
$
56
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
For our performance units with a performance condition, the grant-date fair value is equal to the closing price of our
common stock on the grant date. For our performance units with a market condition, the grant-date fair value is estimated using
a Monte Carlo simulation. The assumptions used in the Monte Carlo simulation were as follows:
Risk-free interest rate
Dividend yield
Volatility factor of the expected market price of our common stock
2022
0.41 %
1.65 %
31.30 %
The following table summarizes our performance units compensation expense and tax benefits recorded for the year
ended June 30:
Compensation expense
Tax benefits
2022
1,055
222
$
$
The following table summarizes the activity relating to performance units granted under the plan for the year ended
June 30, 2022:
Unvested performance units at beginning of year
Granted
Vested
Forfeited
Unvested performance units at end of year
Number of
Units
Weighted
Average Grant
Date Fair Value
— $
20 $
— $
(1) $
19 $
—
201.67
—
201.92
201.65
At June 30, 2022, there was $2.6 million of unrecognized compensation expense related to performance units that we will
recognize over a weighted-average period of 2 years.
Note 11 – Pension Benefits
Defined Benefit Pension Plans
We sponsor multiple defined benefit pension plans that covered certain workers under collective bargaining contracts.
However, as a result of prior-years’ restructuring activities, for all periods presented, 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.
At the end of the year, we discount our plan liabilities using an assumed discount rate. In estimating this rate, we, along
with our third-party actuaries, review the timing of future benefit payments, bond indices, yield curve analysis results and the
past history of discount rates.
The actuarial present value of benefit obligations summarized below was based on the following assumption:
Weighted-average assumption as of June 30
Discount rate
2022
2021
4.52 %
2.58 %
The net periodic benefit costs were determined utilizing the following beginning-of-the-year assumptions:
Discount rate
Expected long-term return on plan assets
2022
2021
2020
2.58 %
5.00 %
2.49 %
5.00 %
3.35 %
6.50 %
In determining the long-term expected return on plan assets, we consider our related investment guidelines, our
expectations of long-term rates of return by asset category, our target asset allocation weighting and historical rates of return
and volatility for equity and fixed income investments. The investment strategy for plan assets is to control and manage
investment risk through diversification among asset classes, investment managers/funds and investment styles. The plans’
57
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
investment guidelines have been designed to meet the intended objective that plan assets earn at least nominal returns equal to
or more than the plans’ liability growth rate. In consideration of the current average age of the plans’ participants, the
investment guidelines are based upon an investment horizon of at least 10 years. In 2021, we completed an evaluation of the
plans’ asset allocation and liabilities with assistance from an independent outside consultant. As a result, with the plans well-
funded and no active employees continuing to accrue service cost or otherwise eligible to receive plan benefits, we reallocated
the plan assets to better match the plan liabilities. Accordingly, we allocated a higher percentage of the plan assets to long-
duration fixed income investments, thereby reducing equity exposure risk and mitigating the unfavorable impacts of interest
rate volatility. This reallocation resulted in a reduction to the expected long-term return on plan assets.
The target and actual asset allocations for our plans at June 30 by asset category were as follows:
Equity securities
Fixed income, including cash
Total
Target Percentage
of Plan Assets at
June 30
2022
20%-80%
20%-80%
Actual Percentage of Plan Assets
2022
2021
25
75
100 %
27
73
100 %
Our target asset allocations are maintained through ongoing review and periodic rebalancing of equity and fixed income
investments with assistance from an independent outside investment consultant. Also, the plan assets are diversified among
asset classes, asset managers or funds and investment styles to avoid concentrations of risk. The higher allocation of plan assets
to fixed income investments reflects the decision to better match the invested assets with the plans’ liabilities and the fact that
the plans are well-funded with no active employees continuing to accrue service cost or otherwise eligible to receive plan
benefits. We continue to allocate a modest amount of plan assets to cash to cover near-term expenses.
We categorize our plan assets within a three-level fair value hierarchy, as previously defined in Note 2. The following
table summarizes the fair values and levels, within the fair value hierarchy, for our plan assets at June 30:
Asset Category
Cash and equivalents
Money market funds
Mutual funds fixed income
Mutual funds equity
Total
Asset Category
Cash and equivalents
Money market funds
Mutual funds fixed income
Mutual funds equity
Total
Level 1
Level 2
Level 3
Total
June 30, 2022
734 $
795
20,628
7,454
29,611 $
— $
—
—
—
— $
June 30, 2021
— $
—
—
—
— $
734
795
20,628
7,454
29,611
Level 1
Level 2
Level 3
Total
577 $
1,140
27,044
10,658
39,419 $
— $
—
—
—
— $
— $
—
—
—
— $
577
1,140
27,044
10,658
39,419
$
$
$
$
The plan assets classified at Level 1 include money market funds and mutual funds. Quoted market prices in active
markets for identical assets are available for investments in this category.
Relevant information with respect to our pension benefits as of June 30 can be summarized as follows:
Change in benefit obligation
Benefit obligation at beginning of year
Interest cost
Actuarial gain
Benefits paid
Benefit obligation at end of year
58
2022
2021
$
$
37,439 $
935
(5,130)
(2,201)
31,043 $
39,969
965
(1,188)
(2,307)
37,439
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
2022
2021
Change in plan assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Employer contributions
Benefits paid
Fair value of plan assets at end of year
Funded status - net (accrued) prepaid benefit cost
Amounts recognized in the Consolidated Balance Sheets consist of
Prepaid benefit cost (Other Noncurrent Assets)
Accrued benefit liability (Other Noncurrent Liabilities)
Net amount recognized
Accumulated benefit obligation
$
39,419 $
(7,607)
—
(2,201)
29,611 $
36,768
4,931
27
(2,307)
39,419
2022
2021
(1,432) $
1,980
2022
2021
381 $
(1,813)
(1,432) $
3,655
(1,675)
1,980
2022
2021
31,043 $
37,439
$
$
$
$
$
The following table discloses, in the aggregate, those plans with benefit obligations in excess of the fair value of plan
assets at the June 30 measurement date:
Benefit obligations
Fair value of plan assets at end of year
2022
2021
$
$
23,836 $
22,023 $
7,206
5,531
Amounts recognized in accumulated other comprehensive loss at June 30 were as follows:
Net actuarial loss
Income taxes
Total
2022
2021
$
$
16,098 $
(3,762)
12,336 $
12,138
(2,837)
9,301
The following table summarizes the components of net periodic benefit income for our pension plans at June 30:
Components of net periodic benefit income
Interest cost
Expected return on plan assets
Amortization of unrecognized net loss
Net periodic benefit income
2022
2021
2020
$
$
935 $
965 $
(1,911)
428
(548) $
(1,779)
692
(122) $
1,246
(2,302)
572
(484)
We have not yet finalized our anticipated funding level for 2023, but based on initial estimates, we do not expect our
2023 contributions to our pension plans to be material.
59
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Benefit payments estimated for future years are as follows:
2023
2024
2025
2026
2027
2028 - 2032
$
$
$
$
$
$
2,679
2,640
2,601
2,540
2,473
11,208
Note 12 – Defined Contribution and Other Employee Plans
Company-Sponsored Defined Contribution Plans
We sponsor four defined contribution plans established pursuant to Section 401(k) of the Internal Revenue Code.
Contributions are determined under various formulas, and we contributed to each of these plans in 2022. Costs related to such
plans for each of the years ended June 30 were as follows:
Costs related to company-sponsored defined contribution plans
$
5,779 $
5,015 $
4,170
2022
2021
2020
Multiemployer Plans
In the three years ended June 30, 2022, one of our subsidiaries participated in a multiemployer plan that provides pension
benefits to retiree workers under a collective bargaining contract. This plan generally provides for retirement, death and/or
termination benefits for eligible employees within the collective bargaining contract, based on specific eligibility/participation
requirements, vesting periods and benefit formulas. The risks of participating in a multiemployer plan are different from single-
employer plans in the following aspects: (1) assets contributed to the multiemployer plan by one employer may be used to
provide benefits to employees of other participating employers, (2) if a participating employer stops contributing to the plan, the
unfunded obligations of the plan may be borne by the remaining participating employers and (3) if a participating employer
chooses to stop participating in the multiemployer plan, it may be required to pay the plan an amount based on the underfunded
status of the plan, referred to as a withdrawal liability.
Our participation in this multiemployer pension plan for the three years ended June 30, 2022 is reflected in the following
table. All information in the table is as of December 31 of the relevant year, except contributions which are based on our fiscal
year, or except as otherwise noted. The EIN/PN column provides the Employer Identification Number (“EIN”) and the Plan
Number (“PN”). The pension protection act zone status is based on information that we received from the plan. Among other
factors, generally, plans in critical status (red zone) are less than 65 percent funded, plans in endangered or seriously
endangered status (yellow zone or orange zone, respectively) are less than 80 percent funded, and plans at least 80 percent
funded are said to be in the green zone. The FIP/RP status pending/implemented column indicates plans for which a funding
improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented by the trustees of each
plan. There have been no significant changes that affect the comparability of 2022, 2021 or 2020 contributions.
Pension Protection
Act Zone Status
Fiscal Year
Contributions
Plan Name
EIN/PN
2021
2020
Western Conference
of Teamsters Pension
Plan
916145047-
001
Green
12/31/20
Green
12/31/19
FIP/RP Status
Pending /
Implemented
2022
2021
2020
Surcharge
Imposed
Expiration
Date of
Collective
Bargaining
Agreement
No
$
296 $
327 $
327
No
12/15/2025
60
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Under this multiemployer plan and one additional multiemployer plan, we also contribute amounts for health and welfare
benefits that are defined by each plan. These benefits are not vested. The contributions required by our participation in these
plans for each of the years ended June 30 were as follows:
Multiemployer health and welfare plan contributions
2022
2021
2020
$
3,360 $
3,428 $
3,242
We also make non-elective contributions for the union employees at our Bedford Heights, Ohio plant into a union-
sponsored multiemployer 401(k) plan. Our contributions totaled $0.9 million, $0.7 million and $0.7 million in 2022, 2021 and
2020, respectively.
Deferred Compensation Plan
We offer a deferred compensation plan for select employees who may elect to defer a certain percentage of annual
compensation. We do not match any contributions. Each participant earns interest based upon the prime rate of interest,
adjusted semi-annually, on their respective deferred compensation balance. Participants are paid out upon retirement or
termination in accordance with their annual election.
The following table summarizes our liability for total deferred compensation and accrued interest at June 30:
Liability for deferred compensation and accrued interest
Deferred compensation expense for each of the years ended June 30 was as follows:
2022
2021
$
4,934 $
4,606
Deferred compensation expense
2022
2021
2020
$
157 $
147 $
239
61
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in
the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms, and that such
information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well-designed and operated,
can provide only reasonable assurance of achieving the desired control objectives, and management must apply its judgment in
evaluating the cost–benefit relationship of possible controls and procedures.
As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and
operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective at the reasonable assurance level as of June 30, 2022.
REPORT OF MANAGEMENT
Internal control over financial reporting refers to the process designed by, or under the supervision of, our management,
including our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and
procedures that:
1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;
2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorizations of management and our directors; and
3. Provide reasonable assurance regarding prevention or timely detection of an unauthorized acquisition, use or
disposition of our assets that could have a material effect on the financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives
because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial
reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk
that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial reporting process. Therefore, it is only possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal control over financial reporting.
Management has used the framework set forth in the report entitled Internal Control – Integrated Framework (2013) published
by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission to evaluate the effectiveness of our
internal control over financial reporting. Management has concluded that our internal control over financial reporting was
effective as of the end of the most recent year.
Our internal control over financial reporting has been audited by Deloitte & Touche LLP, an independent registered
public accounting firm. Their opinion, as to the effectiveness of our internal control over financial reporting, is stated in their
report, which is set forth on the following page.
There has been no change in our internal control over financial reporting during our most recent quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Lancaster Colony Corporation
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Lancaster Colony Corporation and subsidiaries (the
“Company”) as of June 30, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of June 30, 2022, based on criteria established in Internal
Control – Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2022, of the Company and our
report dated August 25, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of
Management. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on
our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Columbus, Ohio
August 25, 2022
63
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The information regarding our directors and executive officers, including the identification of the Audit Committee and
the Audit Committee financial expert, is incorporated by reference to the information contained in our definitive proxy
statement for our November 2022 Annual Meeting of Shareholders (“2022 Proxy Statement”) to be filed with the SEC pursuant
to Regulation 14A promulgated under the Exchange Act.
The information regarding delinquent Section 16(a) reports, if any, is incorporated by reference to the material under the
heading “Delinquent Section 16(a) Reports” in our 2022 Proxy Statement.
The information regarding changes, if any, in procedures by which shareholders may recommend nominees to our Board
of Directors is incorporated by reference to the information contained in our 2022 Proxy Statement.
The information regarding our Code of Business Ethics is incorporated by reference to the information contained in our
2022 Proxy Statement.
Item 11. Executive Compensation
The information regarding executive officer and director compensation is incorporated by reference to the information
contained in our 2022 Proxy Statement.
The information regarding Compensation Committee interlocks and insider participation and the Compensation
Committee Report is incorporated by reference to the information contained in our 2022 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information regarding security ownership of certain beneficial owners and management and securities authorized for
issuance under our equity compensation plans is incorporated by reference to the information contained in our 2022 Proxy
Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information regarding certain relationships and related transactions and director independence is incorporated by
reference to the information contained in our 2022 Proxy Statement.
Item 14. Principal Accountant Fees and Services
Information regarding fees paid to and services provided by our independent registered public accounting firm during the
fiscal years ended June 30, 2022 and 2021 and the pre-approval policies and procedures of the Audit Committee is incorporated
by reference to the information contained in our 2022 Proxy Statement.
64
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) (1) Financial Statements. The following consolidated financial statements as of June 30, 2022 and 2021 and for each
of the three years in the period ended June 30, 2022, together with the report thereon of Deloitte & Touche LLP dated
August 25, 2022, are included in Item 8 of this report:
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)
Consolidated Balance Sheets as of June 30, 2022 and 2021
Consolidated Statements of Income for the years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Comprehensive Income for the years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Cash Flows for the years ended June 30, 2022, 2021 and 2020
Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2022, 2021 and 2020
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules. Supplemental schedules not included with the additional financial data have been
omitted because they are not applicable or the related amounts are immaterial for all periods presented.
(a) (3) Exhibits Required by Item 601 of Regulation S-K and Item 15(b). See Index to Exhibits below.
Exhibit
Number
3.1
3.2
4.1
4.2
10.1
10.2
10.3(a)
10.4(a)
10.5(a)
10.6(a)
10.7(a)
INDEX TO EXHIBITS
Description
Certificate of Amendment to the Amended and Restated Articles of Incorporation of Lancaster Colony
Corporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (000-04065), filed
February 3, 2017).
Amended and Restated Regulations of Lancaster Colony Corporation, dated as of April 18, 2016 (incorporated
by reference to Exhibit 3.1 to the Current Report on Form 8-K (000-04065), filed April 19, 2016).
Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Annual Report on
Form 10-K (000-04065), filed August 27, 2018).
Description of Common Stock (incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K
(000-04065), filed August 27, 2019).
Credit Agreement dated as of March 19, 2020 among Lancaster Colony Corporation, the Lenders, The
Huntington National Bank as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed March 20,
2020).
Design/Build Agreement between T. Marzetti Company and Gray Construction, Inc. (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed November 16, 2020)
Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (incorporated by reference to
Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 26, 2000).
2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred Compensation Plan
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed January 3,
2005).
Lancaster Colony Corporation 2005 Executive Employee Deferred Compensation Plan (incorporated by
reference to Exhibit 99.2 to the Current Report on Form 8-K (000-04065), filed February 25, 2005).
Lancaster Colony Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Appendix A to the
Company’s Definitive Proxy Statement (000-04065), filed October 9, 2015).
Form of Restricted Stock Award Agreement for Directors under the Lancaster Colony Corporation 2015
Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K
(000-04065), filed November 17, 2015).
65
Exhibit
Number
10.8(a)
10.9
10.10(a)
10.11(a)
10.12(a)
10.13(a)
10.14(a)
10.15(a)
10.16(a)
21*
23*
31.1*
31.2*
32**
Description
Form of Stock Appreciation Rights Agreement for Employees and Consultants under the Lancaster Colony
Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on
Form 10-Q (000-04065), filed May 5, 2020).
Form of Stock Appreciation Rights Agreement for Service Providers under the Lancaster Colony Corporation
2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q
(000-04065), filed April 30, 2019).
Form of Restricted Stock Award Agreement for Employees and Consultants under the Lancaster Colony
Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q (000-04065), filed May 5, 2020).
Form of Performance Unit Award Agreement for Employees and Consultants under the Lancaster Colony
Corporation 2015 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q (000-04065), filed November 3, 2021).
Employment Agreement, dated April 18, 2016, between Lancaster Colony Corporation and David A. Ciesinski
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed April 19,
2016).
First Amendment to Employment Agreement, dated October 27, 2016, between Lancaster Colony Corporation
and David A. Ciesinski (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q
(000-04065), filed October 31, 2016).
Employment Offer Letter to Thomas K. Pigott (incorporated by reference to Exhibit 10.1 to the Current Report
on Form 8-K (000-04065), filed March 15, 2019).
Lancaster Colony Corporation Form of Change in Control Agreement (incorporated by reference to Exhibit
10.1 to the Quarterly Report on Form 10-Q (000-04065), filed October 31, 2016).
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K (000-04065), filed November 15, 2018).
Subsidiaries of Registrant.
Consent of Independent Registered Public Accounting Firm.
Certification of CEO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
Certification of CFO pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
101.INS*
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document
101.SCH*
101.CAL*
101.DEF*
101.LAB*
101.PRE*
104*
(a)
*
**
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
The cover page of Lancaster Colony Corporation’s Annual Report on Form 10-K for the fiscal year ended
June 30, 2022, formatted in Inline XBRL (included within Exhibit 101 attachments)
Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any
Executive Officer participates.
Filed herewith
Furnished herewith
Item 16. Form 10-K Summary
Not applicable.
66
Pursuant to the requirements of Section 13 and 15(d) 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.
SIGNATURES
LANCASTER COLONY CORPORATION
(Registrant)
By:
/s/ DAVID A. CIESINSKI
David A. Ciesinski
President, Chief Executive Officer
and Director
Date:
August 25, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signatures
/s/ DAVID A. CIESINSKI
David A. Ciesinski
/s/ JOHN B. GERLACH, JR.
John B. Gerlach, Jr.
/s/ THOMAS K. PIGOTT
Thomas K. Pigott
/s/ NEELI BENDAPUDI
Neeli Bendapudi
/s/ BARBARA L. BRASIER
Barbara L. Brasier
/s/ WILLIAM H. CARTER
William H. Carter
/s/ ROBERT L. FOX
Robert L. Fox
/s/ ELLIOT K. FULLEN
Elliot K. Fullen
/s/ ALAN F. HARRIS
Alan F. Harris
/s/ MICHAEL H. KEOWN
Michael H. Keown
/s/ ROBERT P. OSTRYNIEC
Robert P. Ostryniec
Title
President, Chief Executive Officer
and Director
(Principal Executive Officer)
Executive Chairman of the Board
and Director
Vice President, Chief Financial Officer
and Assistant Secretary
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
67
Date
August 25, 2022
August 25, 2022
August 25, 2022
August 21, 2022
August 19, 2022
August 22, 2022
August 22, 2022
August 21, 2022
August 19, 2022
August 21, 2022
August 22, 2022
BRANDS AND LICENSING
The Company’s marquee brands include Marzetti®, New York BRAND Bakery® and Sister Schubert’s®. Products sold
under the long-established Marzetti brand include salad dressings, veggie dips, fruit dips and croutons.
New York Bakery is the recognized leader in the frozen garlic toast and garlic breadstick segments, while
New York Bakery Texas Toast croutons rank among the top retail crouton brands in the United States.
Sister Schubert’s offers the top-selling lineup of dinner yeast rolls in the supermarket frozen section.
Driven by longstanding relationships with several of our Foodservice segment customers, we also produce
and sell a variety of dressings and sauces under brand license agreements for the retail channel including
Olive Garden® dressings, Chick-fil-A® sauces and Buffalo Wild Wings® sauces.
OUR LEADING BRANDS
®
380 Polaris Parkway, Suite 400, Westerville, Ohio 43082
www.lancastercolony.com