UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549-1004
------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-4065-1
------------
LANCASTER COLONY CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 13-1955943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
37 WEST BROAD STREET 43215
COLUMBUS, OHIO (Zip Code)
(Address of principal executive offices)
614-224-7141
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of September 30, 2002, there were approximately 36,507,000 shares of
Common Stock, no par value per share, outstanding.
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets - September 30, 2002 and June
30, 2002
Condensed Consolidated Statements of Income - Three Months
Ended September 30, 2002 and 2001
Condensed Consolidated Statements of Cash Flows - Three Months
Ended September 30, 2002 and 2001
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of the Results of Operations and
Financial Condition
Item 4. Controls and Procedures
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signatures
Certifications
Index to Exhibits
2
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30 JUNE 30
2002 2002
-------------- -------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash and equivalents.......................................................... $ 89,556,000 $ 83,378,000
Receivables - net of allowance for doubtful accounts.......................... 109,424,000 109,350,000
Inventories:
Raw materials and supplies.................................................. 50,962,000 43,670,000
Finished goods and work in process.......................................... 111,957,000 104,581,000
------------- -------------
Total inventories......................................................... 162,919,000 148,251,000
Prepaid expenses and other current assets..................................... 27,211,000 25,121,000
------------- -------------
Total current assets...................................................... 389,110,000 366,100,000
PROPERTY, PLANT AND EQUIPMENT - at cost.......................................... 459,808,000 453,671,000
Less Accumulated Depreciation................................................. 294,802,000 287,728,000
------------- -------------
Property, plant and equipment - net....................................... 165,006,000 165,943,000
GOODWILL - net of accumulated amortization....................................... 72,212,000 72,212,000
INTANGIBLE ASSETS................................................................ 458,000 465,000
OTHER ASSETS..................................................................... 13,615,000 13,985,000
------------- -------------
TOTAL ASSETS..................................................................... $ 640,401,000 $ 618,705,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.............................................................. $ 47,880,000 $ 43,258,000
Accrued liabilities........................................................... 52,370,000 46,046,000
------------- -------------
Total current liabilities................................................. 100,250,000 89,304,000
OTHER NONCURRENT LIABILITIES..................................................... 16,873,000 15,890,000
DEFERRED INCOME TAXES............................................................ 12,336,000 12,234,000
SHAREHOLDERS' EQUITY:
Preferred stock - authorized 3,050,000 shares issuable in series; Class A -
$1.00 par value, authorized 750,000 shares; Class B and C - no par value,
authorized 1,150,000 shares each; outstanding - none
Common stock - authorized 75,000,000 shares; issued September 30, 2002 -
no par value - 47,558,400 shares; June 30, 2002 - no par value -
47,484,253 shares........................................................... 64,414,000 61,919,000
Retained earnings............................................................. 766,508,000 752,534,000
Accumulated other comprehensive income........................................ (2,745,000) (2,752,000)
------------- -------------
Total..................................................................... 828,177,000 811,701,000
Common stock in treasury, at cost September 30, 2002 -
11,051,014 shares; June 30, 2002 - 10,886,014 shares........................ (317,235,000) (310,424,000)
------------- -------------
Total shareholders' equity................................................ 510,942,000 501,277,000
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY....................................... $ 640,401,000 $ 618,705,000
============= =============
See Notes to Condensed Consolidated Financial Statements
3
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30
2002 2001
------------- --------------
NET SALES..................................... $ 275,821,000 $ 264,929,000
COST OF SALES................................. 218,135,000 205,612,000
------------- -------------
GROSS MARGIN.................................. 57,686,000 59,317,000
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.. 24,886,000 25,664,000
------------- -------------
OPERATING INCOME.............................. 32,800,000 33,653,000
OTHER INCOME (EXPENSE):
Interest Expense........................... (54,000)
Interest Income and Other - Net............ 397,000 (584,000)
------------- -------------
INCOME BEFORE INCOME TAXES.................... 33,197,000 33,015,000
TAXES BASED ON INCOME......................... 12,641,000 12,674,000
------------- -------------
NET INCOME.................................... $ 20,556,000 $ 20,341,000
============= =============
NET INCOME PER COMMON SHARE:
Basic and Diluted.......................... $ .56 $ .55
CASH DIVIDENDS PER COMMON SHARE............... $ .18 $ .17
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic...................................... 36,562,000 37,181,000
Diluted.................................... 36,629,000 37,230,000
See Notes to Condensed Consolidated Financial Statements
4
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
THREE MONTHS ENDED
SEPTEMBER 30
2002 2001
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................. $ 20,556,000 $ 20,341,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization......................... 8,143,000 8,741,000
Provision for losses on accounts receivable........... 195,000 840,000
Deferred income taxes and other noncash charges....... 1,085,000 (1,296,000)
(Gain) loss on sale of property....................... (4,000) 110,000
Changes in operating assets and liabilities:
Receivables......................................... (269,000) (21,571,000)
Inventories......................................... (14,668,000) 1,541,000
Prepaid expenses and other current assets........... (2,090,000) (1,554,000)
Accounts payable.................................... 4,622,000 4,368,000
Accrued liabilities................................. 6,664,000 17,988,000
------------ ------------
Net cash provided by operating activities............. 24,234,000 29,508,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments on property additions.......................... (6,469,000) (4,400,000)
Proceeds from sale of property.......................... 5,000 3,000
Other - net............................................. (361,000) (222,000)
------------ ------------
Net cash used in investing activities................. (6,825,000) (4,619,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock.............................. (6,811,000) (7,605,000)
Payment of dividends.................................... (6,582,000) (6,318,000)
Net change in short-term bank loans..................... (4,500,000)
Payments on long-term debt.............................. (1,700,000)
Common stock issued upon exercise of stock options...... 2,155,000 1,364,000
------------ ------------
Net cash used in financing activities................. (11,238,000) (18,759,000)
------------ ------------
Effect of exchange rate changes on cash.................... 7,000 10,000
------------ ------------
Net change in cash and equivalents......................... 6,178,000 6,140,000
Cash and equivalents at beginning of year.................. 83,378,000 4,873,000
------------ ------------
Cash and equivalents at end of period...................... $ 89,556,000 $ 11,013,000
============ ============
SUPPLEMENTAL DISCLOSURE OF OPERATING CASH FLOWS:
Cash paid during the period for:
Interest............................................ $ -- $ 58,000
============ ============
Income taxes........................................ $ 1,451,000 $ 958,000
============ ============
See Notes to Condensed Consolidated Financial Statements
5
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) The interim condensed consolidated financial statements are unaudited but,
in the opinion of management, reflect all adjustments necessary for a fair
presentation of the results of operations and financial position for such
periods. All such adjustments reflected in the interim condensed
consolidated financial statements are considered to be of a normal
recurring nature. The results of operations for any interim period are not
necessarily indicative of results for the full year. Accordingly, these
financial statements should be read in conjunction with the financial
statements and notes thereto contained in the Company's Annual Report on
Form 10-K for the year ended June 30, 2002.
(2) Comparative first quarter unaudited results by segment are as follows:
THREE MONTHS ENDED
SEPTEMBER 30
(DOLLARS IN THOUSANDS) 2002 2001
- ---------------------- --------- ----------
NET SALES
Specialty Foods................... $ 147,633 $ 135,820
Glassware and Candles............. 68,210 78,657
Automotive........................ 59,978 50,452
--------- ---------
Total........................... $ 275,821 $ 264,929
========= =========
OPERATING INCOME
Specialty Foods................... $ 26,276 $ 28,300
Glassware and Candles............. 4,077 5,396
Automotive........................ 3,903 1,500
Corporate expenses................ (1,456) (1,543)
--------- ---------
Total........................... $ 32,800 $ 33,653
========= =========
(3) Effective July 1, 2002, the Company adopted the provisions of Statement of
Financial Accounting Standard ("SFAS") No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 142 specifies that, among other things,
goodwill and intangible assets with an indefinite useful life will no
longer be amortized. Thus, in accordance with SFAS No. 142, goodwill is no
longer being amortized. Intangible assets with lives restricted by
contractual, legal or other means will continue to be amortized over their
useful lives. SFAS No. 142 also requires goodwill to be tested for
impairment on at least an annual basis and written down to fair value if
considered impaired. Accordingly, management has completed its initial
asset impairment assessment and such analysis indicated that there is no
impairment.
The following table summarizes the Company's identifiable intangible assets
as of September 30, 2002 and June 30, 2002:
(DOLLARS IN THOUSANDS) SEPTEMBER 30, 2002 JUNE 30, 2002
- --------------------- ----------------------- -----------------------
GROSS GROSS
INTANGIBLE ASSETS CARRYING ACCUMULATED CARRYING ACCUMULATED
SUBJECT TO AMORTIZATION AMOUNT AMORTIZATION AMOUNT AMORTIZATION
----------------------- -------- ------------ -------- ------------
Specialty Foods - Trademarks............. $350 $ 85 $350 $ 83
Glassware & Candles - Customer Lists..... 250 57 250 52
---- ---- ---- ----
Total................................. $600 $142 $600 $135
==== ==== ==== ====
Amortization expense relating to these assets was approximately $7,000 and
$30,000 for the quarter ended September 30, 2002 and the year ended June
30, 2002, respectively. The amortization expense is estimated to be
approximately $30,000 for each of the five fiscal years to end June 30,
2003, 2004, 2005, 2006 and 2007.
Goodwill attributable to the Specialty Foods and Automotive segments is
$71.2 million and $1 million, respectively.
6
The following is a reconciliation assuming goodwill and other intangible
assets had been accounted for in accordance with the provisions of SFAS No.
142 in the three months ended September 30, 2001:
THREE MONTHS ENDED
SEPTEMBER 30
(DOLLARS IN THOUSANDS) 2002 2001
- ---------------------- ------- -------
Reported Net Income.................................. $20,556 $20,341
Add back amortization of goodwill, net of taxes...... 624
------- -------
Adjusted Net Income.................................. $20,556 $20,965
======= =======
Reported Basic and Diluted Earnings Per Share........ $ .56 $ .55
Adjusted Basic and Diluted Earnings Per Share........ $ .56 $ .56
(4) Effective July 1, 2002, the Company adopted the provisions of SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets" and SFAS
No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of
FASB Statement No. 13, and Technical Corrections." SFAS No. 144 addresses
financial accounting and reporting for the impairment or disposal of
long-lived assets to be held and used, to be disposed of other than by
sale, and to be disposed of by sale. SFAS No. 145 amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings or describe their applicability under changed conditions. The
adoption of these Statements did not have a material impact on the
Company's results of operations or financial condition.
(5) In November 2002, the Company announced that the glass manufacturing
operations of its Indiana Glass Company facility in Dunkirk, Indiana would
be consolidated over the next several months into that of the Indiana Glass
facility located in Sapulpa, Oklahoma. This action is expected to result in
a substantial improvement in overall capacity utilization, and the Sapulpa
facility will gain the capability to manufacture pressed glassware. The
number of jobs to be adversely affected at the Dunkirk facility is
approximately 240. Warehousing and certain other ancillary functions will
continue to be maintained at Dunkirk.
In connection with this consolidation, it is anticipated that a pretax
charge for restructuring somewhat in excess of $4 million, or approximately
$.08 per share after taxes, will be recorded against earnings of the
quarter to end December 31, 2002. The accounting for this restructuring
will be in accordance with Emerging Issues Task Force No. 94-3. Of this
charge, approximately $3 million is expected to be associated with the
write-down of property, plant and equipment expected to no longer be
of use as a result of this manufacturing consolidation. The manufacturing
of pressed glass is expected to begin in Sapulpa during the quarter
ended March 31, 2003. Transitional start-up costs associated with this
relocated production may be significant and could persist through the
balance of the current fiscal year. Accordingly, it is anticipated that
the benefits of this restructuring will not become fully evident until the
fiscal year beginning July 1, 2003.
(6) Certain prior year amounts have been reclassified to conform with the
current year presentation.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
LANCASTER COLONY CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
THREE MONTHS ENDED
SEPTEMBER 30
(DOLLARS IN THOUSANDS) 2002 2001
- ---------------------- -------- --------
NET SALES
Specialty Foods.................. $147,633 $135,820
Glassware and Candles............ 68,210 78,657
Automotive....................... 59,978 50,452
-------- --------
Total.......................... $275,821 $264,929
======== ========
As reflected above, consolidated net sales for the three months ended
September 30, 2002 reached a first quarter record total of $275,821,000, which
is a 4% increase over the $264,929,000 for the three months ended September 30,
2001. The Specialty Foods segment contributed the most growth in dollars as such
sales totaled $147,633,000, a 9% increase over the comparable fiscal 2002 total
of $135,820,000. This segment's increased sales were derived from internally
generated growth, primarily through sauces and dressings sold to large national
restaurant accounts, and also from greater sales of frozen bread products into
the retail channel.
The Automotive segment's sales totaled $59,978,000, a 19% increase from the
prior year's first quarter total of $50,452,000. Increased sales of aluminum
light truck accessories to original equipment manufacturers led this
improvement. Sales of the Glassware and Candles segment totaled $68,210,000, a
13% decline from sales levels that totaled $78,657,000 a year ago. This
decline is primarily attributable to lower sales of candles. Factors influencing
this decline include the extent of competitive market conditions, the prior
year's quarter containing a large placement of private-label candles at a large
mass merchandiser and generally unsettled economic conditions combined with
lackluster consumer demand for candles.
As a percentage of sales, the Company's consolidated gross margins for the
three months ended September 30, 2002 totaled 20.9% compared to 22.4% achieved
during the comparable period of 2001. Margins within the Specialty Foods segment
declined as influenced by factors involving a less favorable sales mix, somewhat
higher promotional costs for frozen breads and increased overhead costs in
certain dressing operations. Gross margins of the Glassware and Candles segment
also declined as affected by a less favorable sales mix, competitive pricing
conditions and less fixed cost absorption on lower manufacturing levels. Despite
pricing pressures impacting many of its product lines, margins in the Automotive
segment improved due to the implementation of manufacturing cost reduction
initiatives and some moderation in material costs.
Consolidated selling, general and administrative costs of $24,886,000 for
the three months ended September 30, 2002 decreased 3% from the $25,664,000
incurred for the three months ended September 30, 2001 and declined as a
percentage of sales from 9.7% to 9.0%. Contributing to this decrease were
changes in sales mix and a lower provision for bad debts.
The foregoing factors contributed to consolidated operating income totaling
$32,800,000 for the three months ended September 30, 2002, a decrease of 3% from
the corresponding fiscal 2002 total of $33,653,000. By segment, the Company's
operating income can be summarized as follows:
THREE MONTHS ENDED
SEPTEMBER 30
(DOLLARS IN THOUSANDS) 2002 2001
- ---------------------- -------- --------
OPERATING INCOME
Specialty Foods.................. $ 26,276 $ 28,300
Glassware and Candles............ 4,077 5,396
Automotive....................... 3,903 1,500
Corporate expenses............... (1,456) (1,543)
-------- --------
Total.......................... $ 32,800 $ 33,653
======== ========
8
With the effective income tax rate of 38.1% for the quarter ended
September 30, 2002 being slightly lower than the 38.4% of the comparable period
of 2001, net income of $20,556,000 was essentially even with the preceding
year's net income for the quarter of $20,341,000. Earnings per share for the
fiscal 2003 quarter was influenced by the Company's share repurchase program and
totaled $.56 per share on a basic and diluted basis compared to $.55 recorded in
the prior year.
FINANCIAL CONDITION
For the three months ended September 30, 2002, net cash provided by
operating activities totaled $24,234,000 which compares to $29,508,000 provided
in the comparable period of 2001. This decrease primarily results from relative
changes in working capital components.
Total working capital at September 30, 2002 of $288,860,000 increased by
$12,064,000 over the $276,796,000 present this past June 30. In particular,
inventories in the current year's quarter increased $14,668,000 as the result of
seasonal builds of candles and certain food products. Accrued liabilities also
increased by $6,324,000 since June 30 primarily as a result of an increase in
accruals for corporate income taxes.
Significant investment activities conducted during the three months ended
September 30, 2002 included $6,469,000 expended for payments on property
additions. Financing activities of note consisted of $6,811,000 expended for the
purchase of treasury stock and $6,582,000 related to the payment of dividends.
Approximately 1,566,000 shares remain authorized for future buyback at September
30, 2002. The dividends paid during the current quarter increased approximately
4% due to the effects a 6% increase in the stated dividend rate being somewhat
offset by the extent of share repurchases. Management believes that cash
provided from operations and the currently available bank credit arrangements
should be adequate to meet the Company's foreseeable cash requirements over the
remainder of fiscal 2003.
In November 2002, the Company announced that the glass manufacturing
operations of its Indiana Glass Company facility in Dunkirk, Indiana would be
consolidated over the next several months into that of the Indiana Glass
facility located in Sapulpa, Oklahoma. This action is expected to result in a
substantial improvement in overall capacity utilization, and the Sapulpa
facility will gain the capability to manufacture pressed glassware. The number
of jobs to be adversely affected at the Dunkirk facility is approximately 240.
Warehousing and certain other ancillary functions will continue to be maintained
at Dunkirk.
In connection with this consolidation, it is anticipated that a pretax
charge for restructuring somewhat in excess of $4 million, or approximately $.08
per share after taxes, will be recorded against earnings of the quarter to end
December 31, 2002. The accounting for this restructuring will be in accordance
with Emerging Issues Task Force No. 94-3. Of this charge, approximately $3
million is expected to be associated with the write-down of property, plant and
equipment expected to no longer be of use as a result of this manufacturing
consolidation. The manufacturing of pressed glass is expected to begin in
Sapulpa during the quarter ended March 31, 2003. Transitional start-up costs
associated with this relocated production may be significant and could persist
through the balance of the current fiscal year. Accordingly, it is anticipated
that the benefits of this restructuring will not become fully evident until the
fiscal year beginning July 1, 2003.
There have been no changes in critical accounting policies from those
disclosed in the Company's Annual Report on Form 10-K for the year ended June
30, 2002.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-Q contains forward-looking statements related to future growth
and earnings opportunities. Such statements are based upon certain assumptions
and assessments made by management of the Company in light of its experience and
perception of historical trends, current conditions, expected future
developments and other factors it believes to be appropriate. Actual results may
differ as a result of factors over which the Company has no control including
the strength of the economy, slower than anticipated sales growth, the extent of
operational efficiencies achieved, the success of new product introductions,
price and product competition, and increases in raw materials costs. Management
believes these forward-looking statements to be reasonable; however, undue
reliance should not be placed on such statements, which are based on current
expectations. The Company undertakes no obligation to publicly update such
forward-looking statements. More detailed statements regarding significant
events which could affect the Company's financial results are included in the
Company's Form 10-K filed with the Securities and Exchange Commission.
9
ITEM 4. CONTROLS AND PROCEDURES
The Company's Chief Executive Officer and Chief Financial Officer have
concluded, based on their evaluation within 90 days prior to the filing date
of this report, that the Company's disclosure controls and procedures (as
defined in Securities Exchange Act Rules 13a-14(c) and 15d-14(c)) are
effective to ensure that information required to be disclosed in the reports
that the Company files or submits 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 rules and forms.
There were no significant changes in the Company's internal controls or in
other factors that could significantly affect these controls subsequent to the
date of their evaluation, including any significant deficiencies or material
weaknesses of internal controls that would require corrective action.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - See Index to Exhibits following Certifications.
(b) Reports on Form 8-K - There were no reports filed on Form 8-K for the
three months ended September 30, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
LANCASTER COLONY CORPORATION (REGISTRANT)
Date: November 12, 2002 By: /s/JOHN B. GERLACH, JR.
---------------------- --------------------------------------
John B. Gerlach, Jr.
Chairman, Chief Executive Officer,
President and Director
Date: November 12, 2002 By: /s/JOHN L. BOYLAN
---------------------- --------------------------------------
John L. Boylan
Treasurer, Vice President,
Assistant Secretary and
Chief Financial Officer
(Principal Financial
and Accounting Officer)
10
CERTIFICATION BY CHIEF EXECUTIVE OFFICER
I, John B. Gerlach, Jr., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lancaster Colony
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 12, 2002 By: /s/JOHN B. GERLACH, JR.
-----------------------
John B. Gerlach, Jr.
Chief Executive Officer
11
CERTIFICATION BY CHIEF FINANCIAL OFFICER
I, John L. Boylan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Lancaster Colony
Corporation;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 12, 2002 By: /s/JOHN L. BOYLAN
-----------------
John L. Boylan
Chief Financial Officer
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
FORM 10-Q
SEPTEMBER 30, 2002
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATED AT
- ------ ----------- ----------
99.1 Certification of CEO under Section 906 of the Sarbanes-Oxley Act of 2002........ Filed herewith
99.2 Certification of CFO under Section 906 of the Sarbanes-Oxley Act of 2002........ Filed herewith
13