Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
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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
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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.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30,
(Amounts in thousands, except share data) 2022 2021
ASSETS
Current Assets:
Cash and equivalents $ 60,283 $ 188,055
Receivables 135,496 97,897
Inventories:
Raw materials 56,460 48,895
Finished goods 88,242 72,980
Total inventories 144,702 121,875
Other current assets 11,300 15,654
Total current assets 351,781 423,481
Property, Plant and Equipment:
Land, buildings and improvements 321,654 252,174
Machinery and equipment 463,975 424,015
Total cost 785,629 676,189
Less accumulated depreciation 334,261 311,567
Property, plant and equipment-net 451,368 364,622
Other Assets:
Goodwill 208,371 208,371
Other intangible assets-net 32,323 58,766
Operating lease right-of-use assets 28,177 22,455
Other noncurrent assets 18,354 23,590
Total $ 1,090,374 $ 1,101,285
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable $ 114,972 $ 110,338
Accrued liabilities 50,613 63,585
Total current liabilities 165,585 173,923
Noncurrent Operating Lease Liabilities 20,494 17,228
Other Noncurrent Liabilities 20,719 28,285
Deferred Income Taxes 38,889 38,702
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
137,814 128,617
Retained earnings 1,485,045 1,482,220
Accumulated other comprehensive loss ( 11,172 ) ( 8,253 )
Common stock in treasury, at cost ( 767,000 ) ( 759,437 )
Total shareholders’ equity 844,687 843,147
Total $ 1,090,374 $ 1,101,285
See accompanying notes to consolidated financial statements.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended June 30,
(Amounts in thousands, except per share data) 2022 2021 2020
Net Sales $ 1,676,390 $ 1,467,067 $ 1,334,388
Cost of Sales 1,320,671 1,080,344 976,352
Gross Profit 355,719 386,723 358,036
Selling, General and Administrative Expenses 212,098 205,363 180,945
Change in Contingent Consideration ( 3,470 ) ( 5,687 ) 257
Restructuring and Impairment Charges 35,180 1,195 886
Operating Income 111,911 185,852 175,948
Other, Net 477 ( 107 ) 3,129
Income Before Income Taxes 112,388 185,745 179,077
Taxes Based on Income 22,802 43,413 42,094
Net Income $ 89,586 $ 142,332 $ 136,983
Net Income Per Common Share:
Basic $ 3.26 $ 5.17 $ 4.98
Diluted $ 3.25 $ 5.16 $ 4.97
Weighted Average Common Shares Outstanding:
Basic 27,448 27,475 27,448
Diluted 27,472 27,518 27,496
See accompanying notes to consolidated financial statements.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended June 30,
(Amounts in thousands) 2022 2021 2020
Net Income $ 89,586 $ 142,332 $ 136,983
Other Comprehensive (Loss) Income:
Defined Benefit Pension and Postretirement Benefit Plans:
Net (loss) gain arising during the period, before tax ( 4,029 ) 4,490 ( 2,662 )
Amortization of loss, before tax 401 672 546
Amortization of prior service credit, before tax ( 181 ) ( 181 ) ( 182 )
Total Other Comprehensive (Loss) Income, Before Tax ( 3,809 ) 4,981 ( 2,298 )
Tax Attributes of Items in Other Comprehensive (Loss) Income:
Net (loss) gain arising during the period, tax 942 ( 1,049 ) 622
Amortization of loss, tax ( 94 ) ( 157 ) ( 128 )
Amortization of prior service credit, tax 42 42 42
Total Tax Benefit (Expense) 890 ( 1,164 ) 536
Other Comprehensive (Loss) Income, Net of Tax ( 2,919 ) 3,817 ( 1,762 )
Comprehensive Income $ 86,667 $ 146,149 $ 135,221
See accompanying notes to consolidated financial statements.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended June 30,
(Amounts in thousands) 2022 2021 2020
Cash Flows From Operating Activities:
Net income $ 89,586 $ 142,332 $ 136,983
Adjustments to reconcile net income to net cash provided by operating activities:
Impacts of noncash items:
Depreciation and amortization 45,880 44,509 37,963
Change in contingent consideration ( 3,470 ) ( 5,687 ) 257
Deferred income taxes and other changes 2,230 4,629 11,402
Stock-based compensation expense 9,563 7,126 6,115
Restructuring and impairment charges 32,285 1,195 ( 268 )
(Gain) loss on sale of property ( 123 ) 61 315
Pension plan activity ( 548 ) ( 149 ) ( 578 )
Changes in operating assets and liabilities:
Receivables ( 37,599 ) ( 11,293 ) ( 10,913 )
Inventories ( 22,827 ) ( 36,827 ) 1,024
Other current assets 3,925 ( 3,524 ) ( 14,267 )
Accounts payable and accrued liabilities ( 17,089 ) 31,817 2,736
Net cash provided by operating activities 101,813 174,189 170,769
Cash Flows From Investing Activities:
Payments for property additions ( 131,972 ) ( 87,865 ) ( 82,642 )
Proceeds from sale of property 368 150 129
Other-net ( 636 ) ( 1,262 ) ( 752 )
Net cash used in investing activities ( 132,240 ) ( 88,977 ) ( 83,265 )
Cash Flows From Financing Activities:
Payment of dividends ( 86,761 ) ( 81,233 ) ( 75,644 )
Purchase of treasury stock ( 7,563 ) ( 8,533 ) ( 5,459 )
Tax withholdings for stock-based compensation ( 366 ) ( 3,662 ) ( 3,806 )
Other-net ( 2,655 ) ( 2,002 ) ( 610 )
Net cash used in financing activities ( 97,345 ) ( 95,430 ) ( 85,519 )
Net change in cash and equivalents ( 127,772 ) ( 10,218 ) 1,985
Cash and equivalents at beginning of year 188,055 198,273 196,288
Cash and equivalents at end of year $ 60,283 $ 188,055 $ 198,273
See accompanying notes to consolidated financial statements.
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LANCASTER COLONY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Amounts in thousands,
except per share data)
Common Stock
Outstanding Retained
Earnings Accumulated
Other
Comprehensive
Loss Treasury
Stock Total
Shareholders’
Equity
Shares Amount
Balance, June 30, 2019 27,491 $ 122,844 $ 1,359,782 $ ( 10,308 ) $ ( 745,445 ) $ 726,873
Net income 136,983 136,983
Net pension and postretirement benefit losses, net of $( 536 ) tax effect
( 1,762 ) ( 1,762 )
Cash dividends - common stock ($ 2.75 per share)
( 75,644 ) ( 75,644 )
Purchase of treasury stock ( 38 ) ( 5,459 ) ( 5,459 )
Stock-based plans 71 ( 3,806 ) ( 3,806 )
Stock-based compensation expense 6,115 6,115
Balance, June 30, 2020 27,524 125,153 1,421,121 ( 12,070 ) ( 750,904 ) 783,300
Net income 142,332 142,332
Net pension and postretirement benefit gains, net of $ 1,164 tax effect
3,817 3,817
Cash dividends - common stock ($ 2.95 per share)
( 81,233 ) ( 81,233 )
Purchase of treasury stock ( 46 ) ( 8,533 ) ( 8,533 )
Stock-based plans 53 ( 3,662 ) ( 3,662 )
Stock-based compensation expense 7,126 7,126
Balance, June 30, 2021 27,531 128,617 1,482,220 ( 8,253 ) ( 759,437 ) 843,147
Net income 89,586 89,586
Net pension and postretirement benefit losses, net of $( 890 ) tax effect
( 2,919 ) ( 2,919 )
Cash dividends - common stock ($ 3.15 per share)
( 86,761 ) ( 86,761 )
Purchase of treasury stock ( 45 ) ( 7,563 ) ( 7,563 )
Stock-based plans 34 ( 366 ) ( 366 )
Stock-based compensation expense 9,563 9,563
Balance, June 30, 2022 27,520 $ 137,814 $ 1,485,045 $ ( 11,172 ) $ ( 767,000 ) $ 844,687
See accompanying notes to consolidated financial statements.
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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.
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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:
2022 2021 2020
Construction in progress in Accounts Payable $ 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:
2022 2021 2020
Depreciation expense $ 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.
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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.
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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:
2022 2021 2020
Advertising expense as a percentage of net sales 1 % 2 % 2 %
Research and Development Costs
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.
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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:
2022 2021 2020
Net income $ 89,586 $ 142,332 $ 136,983
Net income available to participating securities ( 224 ) ( 285 ) ( 278 )
Net income available to common shareholders $ 89,362 $ 142,047 $ 136,705
Weighted average common shares outstanding - basic 27,448 27,475 27,448
Incremental share effect from:
Nonparticipating restricted stock 2 2 2
Stock-settled stock appreciation rights (1)
21 41 46
Performance units 1 — —
Weighted average common shares outstanding - diluted 27,472 27,518 27,496
Net income per common share - basic $ 3.26 $ 5.17 $ 4.98
Net income per common share - diluted $ 3.25 $ 5.16 $ 4.97
(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.
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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:
2022 2021
Accumulated other comprehensive loss at beginning of year $ ( 8,253 ) $ ( 12,070 )
Defined Benefit Pension Plan Items:
Net (loss) gain arising during the period ( 4,388 ) 4,340
Amortization of unrecognized net loss (1)
428 692
Postretirement Benefit Plan Items: (2)
Net gain arising during the period 359 150
Amortization of unrecognized net gain ( 27 ) ( 20 )
Amortization of prior service credit ( 181 ) ( 181 )
Total other comprehensive (loss) income, before tax ( 3,809 ) 4,981
Total tax benefit (expense) 890 ( 1,164 )
Other comprehensive (loss) income, net of tax ( 2,919 ) 3,817
Accumulated other comprehensive loss at end of year $ ( 11,172 ) $ ( 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.
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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:
Fair Value Measurements at June 30, 2022
Level 1 Level 2 Level 3 Total
Contingent consideration - Bantam $ — $ — $ — $ —
Fair Value Measurements at June 30, 2021
Level 1 Level 2 Level 3 Total
Contingent consideration - Bantam $ — $ — $ 3,470 $ 3,470
Bantam Contingent Consideration
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:
2022 2021
Contingent consideration at beginning of year $ 3,470 $ 9,157
Change in contingent consideration included in operating income ( 3,470 ) ( 5,687 )
Contingent consideration at end of year $ — $ 3,470
Note 3 – Long-Term Debt
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.
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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:
2022 2021 2020
Operating lease cost in Cost of Sales and Selling, General and Administrative Expenses $ 9,246 $ 8,300 $ 8,726
Finance lease cost:
Amortization of assets in Cost of Sales and Selling, General and Administrative Expenses $ 2,413 $ 1,571 $ 335
Interest on lease liabilities in Other, Net 153 156 73
Total finance lease cost $ 2,566 $ 1,727 $ 408
Short-term lease cost in Cost of Sales and Selling, General and Administrative Expenses 4,639 2,652 2,405
Total net lease cost $ 16,451 $ 12,679 $ 11,539
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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:
2022 2021
Operating Leases
Operating Lease Right-Of-Use Assets $ 28,177 $ 22,455
Current operating lease liabilities in Accrued Liabilities $ 8,874 $ 6,861
Noncurrent Operating Lease Liabilities 20,494 17,228
Total operating lease liabilities $ 29,368 $ 24,089
Finance Leases
Finance lease right-of-use assets in Property, Plant and Equipment-Net $ 7,217 $ 9,212
Current finance lease liabilities in Accrued Liabilities $ 2,542 $ 2,517
Noncurrent finance lease liabilities in Other Noncurrent Liabilities 4,320 6,667
Total finance lease liabilities $ 6,862 $ 9,184
Supplemental cash flow information related to leases in each of the years ended June 30 is as follows:
2022 2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 9,603 $ 8,501 $ 8,923
Operating cash flows from finance leases $ 153 $ 156 $ 73
Financing cash flows from finance leases $ 2,655 $ 2,002 $ 432
Supplemental noncash information on operating lease liabilities arising from obtaining right-of-use assets $ 16,617 $ 7,005 $ 5,611
Supplemental noncash information on operating lease liabilities removed due to purchase of leased asset $ — $ — $ 5,765
Supplemental noncash information on finance lease liabilities arising from obtaining right-of-use assets $ 334 $ 9,035 $ 631
As of June 30, 2022, the maturities of lease liabilities were as follows:
Operating Leases Finance Leases
2023 $ 9,541 $ 2,644
2024 8,016 2,122
2025 5,223 1,973
2026 4,995 306
2027 2,697 —
Thereafter 546 —
Total minimum payments $ 31,018 $ 7,045
Less amount representing interest ( 1,650 ) ( 183 )
Present value of lease obligations $ 29,368 $ 6,862
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.
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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:
2022 2021
Tradenames ( 20 to 30 -year life)
Gross carrying value $ 37,100 $ 62,531
Accumulated amortization ( 8,385 ) ( 12,421 )
Net carrying value $ 28,715 $ 50,110
Customer Relationships ( 2 to 15 -year life)
Gross carrying value $ 14,207 $ 17,507
Accumulated amortization ( 12,727 ) ( 12,912 )
Net carrying value $ 1,480 $ 4,595
Technology / Know-how ( 10 -year life)
Gross carrying value $ 6,350 $ 8,020
Accumulated amortization ( 4,222 ) ( 3,973 )
Net carrying value $ 2,128 $ 4,047
Non-compete Agreements ( 5 -year life)
Gross carrying value $ 191 $ 191
Accumulated amortization ( 191 ) ( 177 )
Net carrying value $ — $ 14
Total net carrying value $ 32,323 $ 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.
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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:
2022 2021 2020
Amortization expense $ 4,437 $ 5,255 $ 5,061
Total annual amortization expense for each of the next five years is estimated to be as follows:
2023 $ 2,514
2024 $ 2,514
2025 $ 2,212
2026 $ 1,610
2027 $ 1,426
Note 7 – Liabilities
Accrued liabilities at June 30 were composed of:
2022 2021
Compensation and employee benefits $ 16,300 $ 32,521
Distribution 11,862 8,803
Operating leases 8,874 6,861
Royalties 4,705 5,783
Finance leases 2,542 2,517
Other taxes 1,592 1,665
Other 4,738 5,435
Total accrued liabilities $ 50,613 $ 63,585
Other noncurrent liabilities at June 30 were composed of:
2022 2021
Workers compensation $ 7,265 $ 8,777
Deferred compensation and accrued interest 4,934 4,606
Finance leases 4,320 6,667
Pension benefit liability 1,813 1,675
Gross tax contingency reserve 925 1,253
Postretirement benefit liability 867 1,145
Contingent consideration — 3,470
Other 595 692
Total other noncurrent liabilities $ 20,719 $ 28,285
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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:
2022 2021 2020
Currently payable:
Federal $ 19,751 $ 32,655 $ 23,392
State and local 1,974 7,460 6,808
Total current provision 21,725 40,115 30,200
Deferred federal, state and local provision 1,077 3,298 11,894
Total taxes based on income $ 22,802 $ 43,413 $ 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:
2022 2021 2020
Statutory rate 21.0 % 21.0 % 21.0 %
State and local income taxes 0.7 3.2 3.1
Research and development tax credit ( 1.7 ) ( 0.8 ) —
Net windfall tax benefits - stock-based compensation ( 0.1 ) ( 0.6 ) ( 0.8 )
Other 0.4 0.6 0.2
Effective rate 20.3 % 23.4 % 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:
2022 2021
Deferred tax assets:
Employee medical and other benefits $ 6,638 $ 6,853
Operating lease liabilities 6,553 5,181
Receivables 2,756 2,175
Inventories 1,668 3,003
Other accrued liabilities 1,443 1,719
Total deferred tax assets 19,058 18,931
Deferred tax liabilities:
Property, plant and equipment ( 33,738 ) ( 31,052 )
Goodwill ( 15,930 ) ( 14,174 )
Operating lease right-of-use assets ( 6,726 ) ( 5,298 )
Intangible assets ( 1,494 ) ( 7,076 )
Other ( 59 ) ( 33 )
Total deferred tax liabilities ( 57,947 ) ( 57,633 )
Net deferred tax liability $ ( 38,889 ) $ ( 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.
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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:
2022 2021 2020
Net cash payments for income taxes $ 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):
2022 2021
Balance, beginning of year $ 1,253 $ 968
Tax positions related to the current year:
Additions — —
Reductions — —
Tax positions related to prior years:
Additions 45 311
Reductions ( 373 ) ( 26 )
Settlements — —
Balance, end of year $ 925 $ 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:
2022 2021
(Benefit) expense recognized for net tax-related interest and penalties $ ( 22 ) $ 48
We had accrued interest and penalties at June 30 as follows:
2022 2021
Accrued interest and penalties included in the gross tax contingency reserve $ 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.
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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:
2022 2021 2020
Retail
Shelf-stable dressings, sauces and croutons $ 375,031 $ 297,572 $ 205,062
Frozen breads 331,812 308,482 290,940
Refrigerated dressings, dips and other 208,367 222,909 218,125
Total Retail net sales $ 915,210 $ 828,963 $ 714,127
Foodservice
Dressings and sauces $ 574,264 $ 477,940 $ 436,909
Frozen breads and other 186,916 156,457 161,093
Other roll products — 3,707 22,259
Total Foodservice net sales $ 761,180 $ 638,104 $ 620,261
Total net sales $ 1,676,390 $ 1,467,067 $ 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:
2022 2021 2020
Foodservice
National accounts $ 588,955 $ 494,874 $ 459,880
Branded and other 172,225 139,523 138,122
Other roll products — 3,707 22,259
Total Foodservice net sales $ 761,180 $ 638,104 $ 620,261
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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:
2022 2021 2020
Net Sales (1) (2)
Retail $ 915,210 $ 828,963 $ 714,127
Foodservice 761,180 638,104 620,261
Total $ 1,676,390 $ 1,467,067 $ 1,334,388
Operating Income (2) (3)
Retail $ 151,627 $ 188,403 $ 161,487
Foodservice 82,745 89,048 80,475
Nonallocated Restructuring and Impairment Charges (4)
( 25,507 ) — ( 886 )
Corporate Expenses (5)
( 96,954 ) ( 91,599 ) ( 65,128 )
Total $ 111,911 $ 185,852 $ 175,948
Identifiable Assets (1) (6)
Retail & Foodservice (7)
$ 1,017,055 $ 878,389 $ 771,270
Corporate 73,319 222,896 222,083
Total $ 1,090,374 $ 1,101,285 $ 993,353
Payments for Property Additions (3)
Retail & Foodservice (7)
$ 130,502 $ 86,792 $ 81,067
Corporate 1,470 1,073 1,575
Total $ 131,972 $ 87,865 $ 82,642
Depreciation and Amortization (3)
Retail & Foodservice (7)
$ 42,902 $ 41,356 $ 35,790
Corporate 2,978 3,153 2,173
Total $ 45,880 $ 44,509 $ 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.
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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:
2022 2021 2020
Net sales to Walmart $ 293,684 $ 267,090 $ 241,699
As a percentage of consolidated net sales 18 % 18 % 18 %
Net sales to McLane $ 188,717 $ 184,021 $ 174,242
As a percentage of consolidated net sales 11 % 13 % 13 %
Accounts receivable attributable to Walmart and McLane at June 30 as a percentage of consolidated accounts receivable were as follows:
2022 2021
Walmart 24 % 27 %
McLane 11 % 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:
2021 2020
SSSARs granted 124 180
Weighted average grant date fair value per right $ 36.24 $ 24.06
Weighted average assumptions used in fair value calculations:
Risk-free interest rate 0.51 % 1.17 %
Dividend yield 1.69 % 1.81 %
Volatility factor of the expected market price of our common stock 28.63 % 22.57 %
Expected life in years 4.55 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:
2022 2021 2020
Compensation expense $ 3,566 $ 3,568 $ 3,049
Tax benefits $ 749 $ 749 $ 640
Intrinsic value of exercises $ 317 $ 6,187 $ 6,693
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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:
2022 2021 2020
Fair value of vested rights $ 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 454 $ 156.49
Exercised ( 44 ) $ 138.20
Granted — $ —
Forfeited ( 17 ) $ 167.03
Outstanding at end of year 393 $ 158.12 2.53 $ 269
Exercisable and vested at end of year 265 $ 153.36 2.19 $ 269
Vested and expected to vest at end of year 393 $ 158.13 2.53 $ 269
The following table summarizes information about the SSSARs outstanding by grant year at June 30, 2022:
Outstanding Exercisable
Weighted Average
Grant Years Range of
Exercise Prices Number
Outstanding Remaining
Contractual
Life in
Years Exercise
Price Number
Exercisable Weighted
Average
Exercise
Price
2021 $ 167.18 -$ 187.30
115 3.65 $ 177.86 40 $ 177.86
2020 $ 153.71 -$ 154.44
153 2.64 $ 153.74 100 $ 153.74
2019 $ 148.18 -$ 180.60
90 1.67 $ 154.84 90 $ 154.84
2018 $ 121.09 -$ 124.29
35 0.65 $ 121.18 35 $ 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:
2022 2021 2020
Employees
Restricted stock granted 30 17 31
Grant date fair value $ 5,691 $ 2,918 $ 4,813
Weighted average grant date fair value per award $ 189.12 $ 177.89 $ 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:
2022 2021 2020
Nonemployee directors
Restricted stock granted 5 4 5
Grant date fair value $ 799 $ 774 $ 760
Weighted average grant date fair value per award $ 162.15 $ 172.89 $ 155.70
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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:
2022 2021 2020
Compensation expense $ 4,942 $ 3,558 $ 3,066
Tax benefits $ 1,038 $ 747 $ 644
The total fair values of restricted stock vested for each of the years ended June 30 were as follows:
2022 2021 2020
Fair value of vested shares $ 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:
Number of
Shares Weighted
Average Grant
Date Fair Value
Unvested restricted stock at beginning of year 62 $ 161.35
Granted 35 $ 185.32
Vested ( 17 ) $ 159.49
Forfeited ( 6 ) $ 172.20
Unvested restricted stock at end of year 74 $ 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:
2022
Performance units granted 20
Grant date fair value $ 4,151
Weighted average grant date fair value per award $ 201.67
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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:
2022
Risk-free interest rate 0.41 %
Dividend yield 1.65 %
Volatility factor of the expected market price of our common stock 31.30 %
The following table summarizes our performance units compensation expense and tax benefits recorded for the year ended June 30:
2022
Compensation expense $ 1,055
Tax benefits $ 222
The following table summarizes the activity relating to performance units granted under the plan for the year ended June 30, 2022:
Number of
Units Weighted
Average Grant
Date Fair Value
Unvested performance units at beginning of year — $ —
Granted 20 $ 201.67
Vested — $ —
Forfeited ( 1 ) $ 201.92
Unvested performance units at end of year 19 $ 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:
2022 2021
Weighted-average assumption as of June 30
Discount rate 4.52 % 2.58 %
The net periodic benefit costs were determined utilizing the following beginning-of-the-year assumptions:
2022 2021 2020
Discount rate 2.58 % 2.49 % 3.35 %
Expected long-term return on plan assets 5.00 % 5.00 % 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’
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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:
Target Percentage
of Plan Assets at
June 30 Actual Percentage of Plan Assets
2022 2022 2021
Equity securities 20 %- 80 %
25 27
Fixed income, including cash 20 %- 80 %
75 73
Total 100 % 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:
June 30, 2022
Asset Category Level 1 Level 2 Level 3 Total
Cash and equivalents $ 734 $ — $ — $ 734
Money market funds 795 — — 795
Mutual funds fixed income 20,628 — — 20,628
Mutual funds equity 7,454 — — 7,454
Total $ 29,611 $ — $ — $ 29,611
June 30, 2021
Asset Category Level 1 Level 2 Level 3 Total
Cash and equivalents $ 577 $ — $ — $ 577
Money market funds 1,140 — — 1,140
Mutual funds fixed income 27,044 — — 27,044
Mutual funds equity 10,658 — — 10,658
Total $ 39,419 $ — $ — $ 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:
2022 2021
Change in benefit obligation
Benefit obligation at beginning of year $ 37,439 $ 39,969
Interest cost 935 965
Actuarial gain ( 5,130 ) ( 1,188 )
Benefits paid ( 2,201 ) ( 2,307 )
Benefit obligation at end of year $ 31,043 $ 37,439
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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 $ 39,419 $ 36,768
Actual return on plan assets ( 7,607 ) 4,931
Employer contributions — 27
Benefits paid ( 2,201 ) ( 2,307 )
Fair value of plan assets at end of year $ 29,611 $ 39,419
2022 2021
Funded status - net (accrued) prepaid benefit cost $ ( 1,432 ) $ 1,980
2022 2021
Amounts recognized in the Consolidated Balance Sheets consist of
Prepaid benefit cost (Other Noncurrent Assets) $ 381 $ 3,655
Accrued benefit liability (Other Noncurrent Liabilities) ( 1,813 ) ( 1,675 )
Net amount recognized $ ( 1,432 ) $ 1,980
2022 2021
Accumulated benefit obligation $ 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:
2022 2021
Benefit obligations $ 23,836 $ 7,206
Fair value of plan assets at end of year $ 22,023 $ 5,531
Amounts recognized in accumulated other comprehensive loss at June 30 were as follows:
2022 2021
Net actuarial loss $ 16,098 $ 12,138
Income taxes ( 3,762 ) ( 2,837 )
Total $ 12,336 $ 9,301
The following table summarizes the components of net periodic benefit income for our pension plans at June 30:
2022 2021 2020
Components of net periodic benefit income
Interest cost $ 935 $ 965 $ 1,246
Expected return on plan assets ( 1,911 ) ( 1,779 ) ( 2,302 )
Amortization of unrecognized net loss 428 692 572
Net periodic benefit income $ ( 548 ) $ ( 122 ) $ ( 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts in thousands, except per share data)
Benefit payments estimated for future years are as follows:
2023 $ 2,679
2024 $ 2,640
2025 $ 2,601
2026 $ 2,540
2027 $ 2,473
2028 - 2032 $ 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:
2022 2021 2020
Costs related to company-sponsored defined contribution plans $ 5,779 $ 5,015 $ 4,170
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 FIP/RP Status
Pending /
Implemented 2022 2021 2020 Surcharge
Imposed Expiration
Date of
Collective
Bargaining
Agreement
Western Conference of Teamsters Pension Plan 916145047 -
001
Green
12/31/20
Green
12/31/19
No
$ 296 $ 327 $ 327 No
12/15/2025
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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:
2022 2021 2020
Multiemployer health and welfare plan contributions $ 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:
2022 2021
Liability for deferred compensation and accrued interest $ 4,934 $ 4,606
Deferred compensation expense for each of the years ended June 30 was as follows:
2022 2021 2020
Deferred compensation expense $ 157 $ 147 $ 239
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.