EX-99.2
4
proformasfinancialstatemen.htm
EX-99.2
Pro Formas Financial Statements
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On January 30, 2014, Lancaster Colony Corporation announced that it had sold effectively all of the net operating assets of its candle manufacturing and marketing operations to an affiliate of Centre Lane Partners, LLC, a New York private investment firm for approximately $28 million in cash, subject to customary post-closing adjustments. For future financial presentation purposes, the operating results of the sold operations will be presented as discontinued operations.
The unaudited pro forma condensed consolidated financial statements present the pro forma financial position and results of operations derived from the audited financial statements for the periods ended June 30, 2013, 2012 and 2011 and the unaudited financial statement for the period ended September 30, 2013. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2013, gives effect to the disposal transaction as if it occurred on September 30, 2013. The unaudited pro forma condensed consolidated statements of income for the three months ended September 30, 2013 and the years ended June 30, 2013, 2012 and 2011 give effect to the disposal transaction as if it occurred on July 1, 2013, 2012, 2011 and 2010, respectively.
The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with the historical financial statements and notes thereto. The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred if the disposition transaction had been consummated on the dates indicated or of the financial position or operating results that may be obtained in the future. The actual adjustments to be made to the financial statements may differ from the amounts presented herein. Assumptions underlying the pro forma adjustments are described in the following footnotes to the pro forma condensed consolidated financial statements and should be read in conjunction with the unaudited pro forma condensed consolidated financial statements:
a
These adjustments remove the sold operations' financial results from the historical financial results.
b
Includes an adjustment of $27 million for the proceeds from the sale.
c
Includes an adjustment of approximately $18.6 million for the tax impact of the loss on the sale.
d
This adjustment reflects the loss on the sale, as calculated using the gross sale price of approximately $25 million plus an initial working capital adjustment of approximately $3 million, less approximately $1.3 in estimated transaction related closing costs, net of tax, at an appropriate effective tax rate. The loss calculated for this presentation is based on the September 30, 2013 value of the net assets sold and will not correspond to the ultimate loss on the sale, which is expected to approximate $43 to $45 million, pretax, pending post-closing adjustments.
Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of September 30, 2013
In Thousands
Historical Balance Sheet
Pro Forma Adjustments
Pro Forma Balance Sheet
Cash
$
133,075
$
26,684
a,b
$
159,759
Net Accounts Receivable
82,890
(28,173
)
a
54,717
Total Inventories
113,047
(38,618
)
a
74,429
Deferred Income Taxes and Other Current Assets
18,360
11,979
a,c
30,339
Total Current Assets
347,372
(28,128
)
319,244
Total Net Property
186,997
(21,274
)
a
165,723
Goodwill
89,840
-
89,840
Other Assets
14,271
(1,210
)
a
13,061
Total Assets
$
638,480
$
(50,612
)
$
587,868
Accounts Payable
$
41,772
$
(4,751
)
a
$
37,021
Accrued Liabilities
41,789
(8,558
)
a,c
33,231
Total Current Liabilities
83,561
(13,309
)
70,252
Long Term Debt
-
-
-
Deferred Income Taxes and Other
Noncurrent Liabilities
42,053
-
42,053
Common Stock
103,282
-
103,282
Ending Retained Earnings
1,153,087
(37,303
)
d
1,115,784
Accumulated Other Comprehensive Loss
(8,324
)
-
(8,324
)
Treasury Stock
(735,179
)
-
(735,179
)
Total Shareholders' Equity
512,866
(37,303
)
475,563
Total Liabilities and Shareholders' Equity
$
638,480
$
(50,612
)
$
587,868
See accompanying notes to pro forma condensed consolidated financial statements.
Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Three Months Ended September 30, 2013
In thousands, except per share amounts
Historical Statement of Income
Pro Forma Adjustments
Pro Forma Statement of Income
Net Sales
$
285,856
$
(37,719
)
a
$
248,137
Cost of Sales
224,218
(33,252
)
a
190,966
Gross Margin
61,638
(4,467
)
57,171
Selling, General and Administrative Expenses
24,038
(3,298
)
a
20,740
Operating Income
37,600
(1,169
)
36,431
Other Income
(48
)
10
a
(38
)
Income Before Income Taxes
37,552
(1,159
)
36,393
Income Taxes
12,751
(410
)
a
12,341
Income From Continuing Operations
$
24,801
$
(749
)
$
24,052
Net Income Per Common Share from
Continuing Operations:
Basic and Diluted
$
0.91
$
0.88
Weighted Average Common Shares Outstanding:
Basic
27,268
27,268
Diluted
27,312
27,312
See accompanying notes to pro forma condensed consolidated financial statements.
Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Twelve Months Ended June 30, 2013
In thousands, except per share amounts
Historical Statement of Income
Pro Forma Adjustments
Pro Forma Statement of Income
Net Sales
$
1,165,909
$
(152,106
)
a
$
1,013,803
Cost of Sales
898,800
(129,704
)
a
769,096
Gross Margin
267,109
(22,402
)
244,707
Selling, General and Administrative Expenses
105,203
(14,419
)
a
90,784
Operating Income
161,906
(7,983
)
153,923
Other Income
77
(182
)
a
(105
)
Income Before Income Taxes
161,983
(8,165
)
153,818
Income Taxes
52,734
(2,776
)
a
49,958
Income From Continuing Operations
$
109,249
$
(5,389
)
$
103,860
Net Income Per Common Share from
Continuing Operations:
Basic
$
4.00
$
3.80
Diluted
$
3.99
$
3.79
Weighted Average Common Shares Outstanding:
Basic
27,252
27,252
Diluted
27,285
27,285
See accompanying notes to pro forma condensed consolidated financial statements.
Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Twelve Months Ended June 30, 2012
In thousands, except per share amounts
Historical Statement of Income
Pro Forma Adjustments
Pro Forma Statement of Income
Net Sales
$
1,131,359
$
(142,422
)
a
$
988,937
Cost of Sales
891,248
(125,739
)
a
765,509
Gross Margin
240,111
(16,683
)
223,428
Selling, General and Administrative Expenses
96,824
(14,578
)
a
82,246
Operating Income
143,287
(2,105
)
141,182
Other Income
2,744
(2,710
)
a
34
Income Before Income Taxes
146,031
(4,815
)
141,216
Income Taxes
50,223
(1,356
)
a
48,867
Income From Continuing Operations
$
95,808
$
(3,459
)
$
92,349
Net Income Per Common Share from
Continuing Operations:
Basic and Diluted
$
3.51
$
3.38
Weighted Average Common Shares Outstanding:
Basic
27,233
27,233
Diluted
27,265
27,265
See accompanying notes to pro forma condensed consolidated financial statements.
Lancaster Colony Corporation
Unaudited Pro Forma Condensed Consolidated Statement of Income
For the Twelve Months Ended June 30, 2011
In thousands, except per share amounts
Historical Statement of Income
Pro Forma Adjustments
Pro Forma Statement of Income
Net Sales
$
1,089,946
$
(167,090
)
a
$
922,856
Cost of Sales
847,517
(148,446
)
a
699,071
Gross Margin
242,429
(18,644
)
223,785
Selling, General and Administrative Expenses
95,425
(14,880
)
a
80,545
Operating Income
147,004
(3,764
)
143,240
Other Income
14,502
(14,454
)
a
48
Income Before Income Taxes
161,506
(18,218
)
143,288
Income Taxes
55,142
(6,234
)
a
48,908
Income From Continuing Operations
$
106,364
$
(11,984
)
$
94,380
Net Income Per Common Share from
Continuing Operations:
Basic
$
3.84
$
3.41
Diluted
$
3.84
$
3.40
Weighted Average Common Shares Outstanding:
Basic
27,664
27,664
Diluted
27,689
27,689
See accompanying notes to pro forma condensed consolidated financial statements.

EX - 99 . 2 4 proformasfinancialstatemen . htm EX - 99 . 2 Pro Formas Financial Statements Exhibit 99 . 2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On January 30 , 2014 , Lancaster Colony Corporation announced that it had sold effectively all of the net operating assets of its candle manufacturing and marketing operations to an affiliate of Centre Lane Partners , LLC , a New York private investment firm for approximately $ 28 million in cash , subject to customary post - closing adjustments . For future financial presentation purposes , the operating results of the sold operations will be presented as discontinued operations . The unaudited pro forma condensed consolidated financial statements present the pro forma financial position and results of operations derived from the audited financial statements for the periods ended June 30 , 2013 , 2012 and 2011 and the unaudited financial statement for the period ended September 30 , 2013 . The unaudited pro forma condensed consolidated balance sheet as of September 30 , 2013 , gives effect to the disposal transaction as if it occurred on September 30 , 2013 . The unaudited pro forma condensed consolidated statements of income for the three months ended September 30 , 2013 and the years ended June 30 , 2013 , 2012 and 2011 give effect to the disposal transaction as if it occurred on July 1 , 2013 , 2012 , 2011 and 2010 , respectively . The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with the historical financial statements and notes thereto . The unaudited pro forma financial information is not necessarily indicative of the financial position or results of operations that may have actually occurred if the disposition transaction had been consummated on the dates indicated or of the financial position or operating results that may be obtained in the future . The actual adjustments to be made to the financial statements may differ from the amounts presented herein . Assumptions underlying the pro forma adjustments are described in the following footnotes to the pro forma condensed consolidated financial statements and should be read in conjunction with the unaudited pro forma condensed consolidated financial statements : a These adjustments remove the sold operations ' financial results from the historical financial results . b Includes an adjustment of $ 27 million for the proceeds from the sale . c Includes an adjustment of approximately $ 18.6 million for the tax impact of the loss on the sale . d This adjustment reflects the loss on the sale , as calculated using the gross sale price of approximately $ 25 million plus an initial working capital adjustment of approximately $ 3 million , less approximately $ 1.3 in estimated transaction related closing costs , net of tax , at an appropriate effective tax rate . The loss calculated for this presentation is based on the September 30 , 2013 value of the net assets sold and will not correspond to the ultimate loss on the sale , which is expected to approximate $ 43 to $ 45 million , pretax , pending post - closing adjustments . Lancaster Colony Corporation Unaudited Pro Forma Condensed Consolidated Balance Sheet As of September 30 , 2013 In Thousands Historical Balance Sheet Pro Forma Adjustments Pro Forma Balance Sheet Cash $ 133,075 $ 26,684 a , b $ 159,759 Net Accounts Receivable 82,890 ( 28,173 ) a 54,717 Total Inventories 113,047 ( 38,618 ) a 74,429 Deferred Income Taxes and Other Current Assets 18,360 11,979 a , c 30,339 Total Current Assets 347,372 ( 28,128 ) 319,244 Total Net Property 186,997 ( 21,274 ) a 165,723 Goodwill 89,840 - 89,840 Other Assets 14,271 ( 1,210 ) a 13,061 Total Assets $ 638,480 $ ( 50,612 ) $ 587,868 Accounts Payable $ 41,772 $ ( 4,751 ) a $ 37,021 Accrued Liabilities 41,789 ( 8,558 ) a , c 33,231 Total Current Liabilities 83,561 ( 13,309 ) 70,252 Long Term Debt - - - Deferred Income Taxes and Other Noncurrent Liabilities 42,053 - 42,053 Common Stock 103,282 - 103,282 Ending Retained Earnings 1,153,087 ( 37,303 ) d 1,115,784 Accumulated Other Comprehensive Loss ( 8,324 ) - ( 8,324 ) Treasury Stock ( 735,179 ) - ( 735,179 ) Total Shareholders ' Equity 512,866 ( 37,303 ) 475,563 Total Liabilities and Shareholders ' Equity $ 638,480 $ ( 50,612 ) $ 587,868 See accompanying notes to pro forma condensed consolidated financial statements . Lancaster Colony Corporation Unaudited Pro Forma Condensed Consolidated Statement of Income For the Three Months Ended September 30 , 2013 In thousands , except per share amounts Historical Statement of Income Pro Forma Adjustments Pro Forma Statement of Income Net Sales $ 285,856 $ ( 37,719 ) a $ 248,137 Cost of Sales 224,218 ( 33,252 ) a 190,966 Gross Margin 61,638 ( 4,467 ) 57,171 Selling , General and Administrative Expenses 24,038 ( 3,298 ) a 20,740 Operating Income 37,600 ( 1,169 ) 36,431 Other Income ( 48 ) 10 a ( 38 ) Income Before Income Taxes 37,552 ( 1,159 ) 36,393 Income Taxes 12,751 ( 410 ) a 12,341 Income From Continuing Operations $ 24,801 $ ( 749 ) $ 24,052 Net Income Per Common Share from Continuing Operations : Basic and Diluted $ 0 . 91 $ 0 . 88 Weighted Average Common Shares Outstanding : Basic 27,268 27,268 Diluted 27,312 27,312 See accompanying notes to pro forma condensed consolidated financial statements . Lancaster Colony Corporation Unaudited Pro Forma Condensed Consolidated Statement of Income For the Twelve Months Ended June 30 , 2013 In thousands , except per share amounts Historical Statement of Income Pro Forma Adjustments Pro Forma Statement of Income Net Sales $ 1,165,909 $ ( 152,106 ) a $ 1,013,803 Cost of Sales 898,800 ( 129,704 ) a 769,096 Gross Margin 267,109 ( 22,402 ) 244,707 Selling , General and Administrative Expenses 105,203 ( 14,419 ) a 90,784 Operating Income 161,906 ( 7,983 ) 153,923 Other Income 77 ( 182 ) a ( 105 ) Income Before Income Taxes 161,983 ( 8,165 ) 153,818 Income Taxes 52,734 ( 2,776 ) a 49,958 Income From Continuing Operations $ 109,249 $ ( 5,389 ) $ 103,860 Net Income Per Common Share from Continuing Operations : Basic $ 4 . 00 $ 3 . 80 Diluted $ 3 . 99 $ 3 . 79 Weighted Average Common Shares Outstanding : Basic 27,252 27,252 Diluted 27,285 27,285 See accompanying notes to pro forma condensed consolidated financial statements . Lancaster Colony Corporation Unaudited Pro Forma Condensed Consolidated Statement of Income For the Twelve Months Ended June 30 , 2012 In thousands , except per share amounts Historical Statement of Income Pro Forma Adjustments Pro Forma Statement of Income Net Sales $ 1,131,359 $ ( 142,422 ) a $ 988,937 Cost of Sales 891,248 ( 125,739 ) a 765,509 Gross Margin 240,111 ( 16,683 ) 223,428 Selling , General and Administrative Expenses 96,824 ( 14,578 ) a 82,246 Operating Income 143,287 ( 2,105 ) 141,182 Other Income 2,744 ( 2,710 ) a 34 Income Before Income Taxes 146,031 ( 4,815 ) 141,216 Income Taxes 50,223 ( 1,356 ) a 48,867 Income From Continuing Operations $ 95,808 $ ( 3,459 ) $ 92,349 Net Income Per Common Share from Continuing Operations : Basic and Diluted $ 3 . 51 $ 3 . 38 Weighted Average Common Shares Outstanding : Basic 27,233 27,233 Diluted 27,265 27,265 See accompanying notes to pro forma condensed consolidated financial statements . Lancaster Colony Corporation Unaudited Pro Forma Condensed Consolidated Statement of Income For the Twelve Months Ended June 30 , 2011 In thousands , except per share amounts Historical Statement of Income Pro Forma Adjustments Pro Forma Statement of Income Net Sales $ 1,089,946 $ ( 167,090 ) a $ 922,856 Cost of Sales 847,517 ( 148,446 ) a 699,071 Gross Margin 242,429 ( 18,644 ) 223,785 Selling , General and Administrative Expenses 95,425 ( 14,880 ) a 80,545 Operating Income 147,004 ( 3,764 ) 143,240 Other Income 14,502 ( 14,454 ) a 48 Income Before Income Taxes 161,506 ( 18,218 ) 143,288 Income Taxes 55,142 ( 6,234 ) a 48,908 Income From Continuing Operations $ 106,364 $ ( 11,984 ) $ 94,380 Net Income Per Common Share from Continuing Operations : Basic $ 3 . 84 $ 3 . 41 Diluted $ 3 . 84 $ 3 . 40 Weighted Average Common Shares Outstanding : Basic 27,664 27,664 Diluted 27,689 27,689 See accompanying notes to pro forma condensed consolidated financial statements .