1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark one) /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter (Twelve Weeks) Ended March 23, 1996 ---------------------------------------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------------- ---------------------- Commission file number 0-398 --------------------------------------------------------- LANCE, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NORTH CAROLINA 56-0292920 - ----------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 8600 South Boulevard (P. O. Box 32368), Charlotte, North Carolina 28232 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (704) 554-1421 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report). Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No . --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Common Stock, $.83-1/3 par value - 30,172,265 shares outstanding as of April 30, 1996. 2 LANCE, INC. AND SUBSIDIARIES INDEX Page ---- PART I. FINANCIAL INFORMATION: Financial Statements: Condensed Consolidated Balance Sheets March 23, 1996 (Unaudited) and December 30, 1995 .............. 3 Condensed Statements of Consolidated Income and Retained Earnings (Unaudited) - Twelve Weeks Ended March 23, 1996 and March 25, 1995 ....................... 4 Condensed Statements of Consolidated Cash Flows (Unaudited) - Twelve Weeks Ended March 23, 1996 and March 25, 1995 .......... 5 Notes to Condensed Consolidated Financial Statements (Unaudited) .. 6 Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................... 7 PART II. OTHER INFORMATION ........................................... 8 SIGNATURES ............................................................ 8 -2- 3 LANCE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS, MARCH 23, 1996 (UNAUDITED) AND DECEMBER 30, 1995 - ------------------------------------------------------------------------------ (In thousands, except share data) ASSETS: 1996 1995 - ------- ---- ---- CURRENT ASSETS: Cash and cash equivalents $ 15,664 $ 12,585 Marketable securities 26,674 31,905 Accounts receivable (less allowance for doubtful accounts) 33,890 29,429 Accrued interest receivable 455 493 Refundable income taxes 2,007 4,765 Inventories - (Note 3) 28,969 32,521 Deferred income tax benefit 10,509 10,494 -------- -------- Total current assets 118,168 122,192 -------- -------- PROPERTY, NET 126,343 126,656 -------- -------- OTHER ASSETS: Deposits 1,974 2,345 Prepayments, etc. 4,781 5,267 -------- -------- Total other assets 6,755 7,612 -------- -------- TOTAL $251,266 $256,460 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY 1996 1995 - ------------------------------------ ---- ---- CURRENT LIABILITIES: Accounts payable $ 5,538 $ 6,202 Accrued liabilities 24,517 25,744 -------- -------- Total current liabilities 30,055 31,946 -------- -------- OTHER LIABILITIES AND DEFFERED CREDITS: Deferred income taxes 7,362 7,300 Accrued postretirement health care costs 9,035 8,808 Accrual for insurance claims 7,940 7,989 Supplemental retirement benefits 3,825 3,874 -------- -------- Total other liabilities and deferred credits 28,162 27,971 -------- -------- STOCKHOLDERS' EQUITY: Common stock, $.83-1/3 par value (authorized: 75,000,000 shares; issued 30,272,265 shares in 1996; 30,337,265 shares in 1995) 25,227 25,281 Retained earnings 167,787 170,964 Net unrealized gain on marketable securities 35 298 -------- -------- Total stockholders' equity 193,049 196,543 -------- -------- TOTAL $251,266 $256,460 ======== ======== See notes to condensed consolidated financial statements (unaudited). - -------------------------------------------------------------------------------- -3- 4 LANCE, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED INCOME AND RETAINED EARNINGS (UNAUDITED) FOR THE TWELVE WEEKS ENDED MARCH 23, 1996 AND MARCH 25, 1995 - -------------------------------------------------------------------------------- (In thousands, except per share data) 1996 1995 ---- ---- NET SALES AND OTHER OPERATING REVENUE $109,959 $112,716 -------- -------- COST OF SALES AND OPERATING EXPENSES: Cost of sales 55,523 54,980 Selling and delivery expenses 42,315 42,935 General and administrative expenses 4,859 4,899 Contributions to employees' profit sharing retirement fund 1,003 1,294 -------- -------- Total 103,700 104,108 -------- -------- PROFIT FROM OPERATIONS 6,259 8,608 OTHER INCOME, NET 2,031 1,119 -------- -------- INCOME BEFORE INCOME TAXES 8,290 9,727 INCOME TAXES 3,199 3,749 -------- -------- NET INCOME 5,091 5,978 RETAINED EARNINGS AT BEGINNING OF FISCAL PERIOD 170,964 208,800 -------- -------- TOTAL 176,055 214,778 LESS: CASH DIVIDENDS 7,265 7,304 RETIREMENT OF COMMON STOCK 1,003 -------- -------- RETAINED EARNINGS AT END OF FISCAL PERIOD $167,787 $207,474 ======== ======== PER SHARE AMOUNTS (NOTE 4): Net income $ .17 $ .20 ======== ======== Cash dividends $ .24 $ .24 ======== ======== See notes to condensed consolidated financial statements (unaudited). - -------------------------------------------------------------------------------- -4- 5 LANCE, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) FOR THE TWELVE WEEKS ENDED MARCH 23, 1996 AND MARCH 25, 1995 - -------------------------------------------------------------------------------- (In thousands) 1996 1995 ---- ---- OPERATING ACTIVITIES: Net Income $ 5,091 $ 5,978 Adjustments to reconcile net income to cash provided by operating activities: Depreciation 5,095 5,876 Deferred income taxes 47 (504) Gain on sale of property (965) (27) Other, net 542 230 Changes in operating assets and liabilities 88 681 -------- ------- Net cash flow from operating activities 9,898 12,234 -------- ------- INVESTING ACTIVITIES: Purchases of property (4,606) (2,785) Proceeds from sale of property 1,160 293 Purchases of marketable securities (1,143) (1,296) Sales of marketable securities 1,967 2,931 Maturities of marketable securities 4,108 861 Other, net 18 7 -------- ------- Net cash provided by investing activities 1,504 11 -------- ------- FINANCING ACTIVITIES: Dividends paid (7,265) (7,304) Purchases of the Company's common stock (1,058) -------- ------- Net cash used in financing activities (8,323) (7,304) -------- ------- INCREASE IN CASH 3,079 4,941 CASH AT BEGINNING PERIOD 12,585 12,964 -------- ------- CASH AT END OF PERIOD $ 15,664 $17,905 ======== ======= SUPPLEMENTAL INFORMATION: Cash paid for income taxes $ 113 $ 151 ======== ======= See notes to condensed consolidated financial statements (unaudited). - -------------------------------------------------------------------------------- -5- 6 LANCE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - ------------------------------------------------------------------------------ 1. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Company and its subsidiaries as of March 23, 1996 and December 30, 1995, the consolidated results of operations for the twelve weeks ended March 23, 1996 and March 25, 1995, and the consolidated cash flows for the twelve weeks ended March 23, 1996 and March 25, 1995. 2. The consolidated results of operations for the twelve weeks ended March 23, 1996 and March 25, 1995 are not necessarily indicative of the results to be expected for a full year. 3. The Company utilizes the dollar value last-in, first-out (LIFO) method of determing the cost of substantially all of its inventories. Because inventory caluations under the LIFO method are based on annual determinations, the determination of interim LIFO valuations requires that estimates be made of year-end costs and levels of inventories. The possibility of variation between estimated year-end costs and levels of LIFO inventories and the actual year-end amounts may materially affect the results of operations as finally determined for the full year. Inventories at March 23, 1996 and December 30, 1995 consisted of (in thousands): 1996 1995 ------- ------- Finished goods $14,990 $16,501 Goods in process 53 21 Raw materials 13,465 15,350 Supplies, etc. 7,089 7,128 ------- ------- Total inventories at FIFO cost 35,597 39,000 Less: Adjustment to reduce FIFO cost to LIFO cost 6,628 6,479 ------- ------- Total inventories at LIFO cost $28,969 $32,521 ======= ======= Use of the dollar value LIFO method with natural business unit method of pooling makes presentation of inventory components on a LIFO basis impractical. 4. Per share amounts for the twelve weeks ended March 23, 1996 and March 25, 1995 are computed based on 30,276,432 and 30,433,407 shares of common stock outstanding, respectively. The dilutive effect of stock options is not material. -6- 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company continues to maintain a strong position of liquidity and has the financial strength to meet its regular operating needs, cash dividend payments, capital investment program, and stock repurchases through cash flow from current operations and investments. Current commitments for capital expenditures, including machinery and equipment and further renovation and expansion of facilities, total approximately $3 million. Marketable securities, cash and cash equivalents decreased from December 30, 1995 largely as a result of dividends paid, purchases of property, the purchase of Company stock during the quarter and a decrease in accrued liabilities. The lower inventory balances reflect the use of peanut inventory, the closing of the Vista Bakery plant in Columbia, South Carolina and the Greenville, Texas production facility in February, 1996 and the seasonal reduction in goods purchased for resale. Accounts receivable are $4.5 million higher since year end due to the timing of the billing cycle. Depreciation expense is lower because of the closing of the Greenville, Texas production facility and the Vista Bakery plant in Columbia, South Carolina in February, 1996. Accounts payable have decreased since year end 1995 reflecting the timing of purchases. Accrued liabilities are down due to payments in the first quarter of 1996 of a portion of the accruals associated with the closing of the Greenville, Texas production facility and the Vista Bakery plant in Columbia, South Carolina. Net sales and other operating revenue decreased approximately $2.8 million compared with the first quarter 1995 due primarily to decreased unit volume. Severe weather, especially in January, had a major negative impact on sales. Also, the consolidation and elimination of sales territories impacted sales negatively during the quarter. Sales revenues continue to be affected by intense price competition in most markets. Sales of products produced at the Vista Bakery plants were up for the quarter due to anticipation of the sales price increase instituted in March 1996. Results of operations at Vista Bakery were profitable for the quarter. For the quarter, cost of sales increased in dollars and as a percentage of sales. Higher raw material costs, especially flour, and inefficiencies at the Greenville and Columbia plants adversely affected cost of sales for the quarter. Other income was higher due to gain on sale of fixed assets. Net income decreased $900,000 as a result of the foregoing factors. -7- 8 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27. Financial Data Schedule (Filed in electronic format only. Pursuant to Rule 402 of Regulation S-T, this schedule shall not be deemed filed for purposes of Section 11 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934). (b) Reports on Form 8-K No reports on Form 8-K were filed during the 12 weeks ended March 23, 1996. Items 1 through 5 are inapplicable and have been omitted. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto dully authorized. LANCE, INC. By /s/ E. D. Leake ---------------------------- E. D. Leake Vice President and Principal Financial Officer Dated: May 6, 1996 -8-