-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BhZEpL44gjDV43f+n6n3Gc9LSeJU5rbQKmpGp2YHONHVvYn+BKaA7EV8u7806fD9 fUL4fFNeNsIrmQym4xD4xg== 0001029506-06-000023.txt : 20060510 0001029506-06-000023.hdr.sgml : 20060510 20060510131021 ACCESSION NUMBER: 0001029506-06-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RALCORP HOLDINGS INC /MO CENTRAL INDEX KEY: 0001029506 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 431766315 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 06824757 BUSINESS ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 BUSINESS PHONE: 3148777000 MAIL ADDRESS: STREET 1: 800 MARKET STREET STREET 2: SUITE 2900 CITY: ST LOUIS STATE: MO ZIP: 63101 FORMER COMPANY: FORMER CONFORMED NAME: NEW RALCORP HOLDINGS INC DATE OF NAME CHANGE: 19961223 8-K 1 q2_06earnings.htm Q2 EARNINGS RELEASE Q2 Earnings Release
 




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):
May 9, 2006


RALCORP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)


Missouri
1-12619
43-1766315
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)

800 Market Street, Suite 2900 Saint Louis, MO
63101
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
314-877-7000

___________________________________________________________________________________________________________
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






 
 
 




Only the items indicated below are covered by this report.

Item 2.02
Results of Operations and Financial Condition.

In a press release dated May 9, 2006, a copy of which is attached hereto as Exhibit 99.1, and the text of which is incorporated by reference herein, the Registrant announced results from its second quarter ended March 31, 2006.

The information contained in Item 2.02 and the Exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.


Item 9.01
Financial Statements and Exhibits.

Exhibit 99.1
Press Release dated May 9, 2006




SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

 
RALCORP HOLDINGS, INC.
 
(Registrant)



Date:
May 10, 2006
By:   /s/T. G. Granneman        
   
T. G. Granneman
   
Duly Authorized Signatory and
   
Chief Accounting Officer


 
 
 





 
EXHIBIT INDEX
 


Exhibit
Number
Description
   
Exhibit 99.1
Press Release dated May 9, 2006






EX-99.1 2 pressrelease.htm PRESS RELEASE
Exhibit 99.1
    PRESS RELEASE
 
For Release:
Immediate 
Contact:
Scott Monette 
 
314/877-7113

RALCORP HOLDINGS ANNOUNCES RESULTS FOR THE SECOND QUARTER OF FISCAL 2006

St. Louis, MO, May 9, 2006… Ralcorp Holdings, Inc. (NYSE:RAH) today filed its Quarterly Report on Form 10-Q for the period ended March 31, 2006. Highlights for the quarter include:
·  
Diluted earnings per share were $.48 compared to $.59 a year ago.
·  
Net sales for the quarter increased 13%, primarily as a result of business acquisitions.
·  
Total segment profit contribution was down 9% as a result of lower margins due to the rapid escalation of the costs of raw materials, freight, and energy.
·  
Earnings before income taxes and equity earnings were $11.8 million (compared to $20.7 million last year) and included the effects of a $6.2 million non-cash loss on a forward sale contract ($.14 per share), a $2.6 million gain on the sale of securities ($.06 per share), and $1.2 million of additional stock-based compensation expense due to the adoption of FAS 123(R) this year ($.03 per share).
·  
Equity in earnings of Vail Resorts, Inc. (after tax) were $5.9 million ($.21 per share) compared to $4.7 million ($.16 per share) a year ago.
·  
Net earnings were $13.9 million, 22% lower than last year.
·  
Ralcorp repurchased 2,447,319 shares of its common stock at a total cost of $94.3 million.

Segment results and other key components of earnings before income taxes and equity earnings are summarized in the following tables (in millions):
 
 
Three Months Ended
 
Six Months Ended
 
 
 
March 31,
 
March 31,
 
 
 
2006
 
2005
 
2006
 
2005
  
Net Sales
                  
  Ralston Foods
  
$
104.9
  
$
88.8
  
$
217.6
  
$
186.3
  
  Bremner
    
75.5
   
79.0
   
158.9
   
164.2
 
  Cereals, Crackers & Cookies
    
180.4
   
167.8
   
376.5
   
350.5
 
  Dressings, Syrups, Jellies & Sauces
    
93.3
   
92.7
   
186.7
   
190.5
 
  Snack Nuts & Candy
    
48.6
   
44.8
   
124.5
   
119.1
 
  Frozen Bakery Products
    
116.4
   
81.3
   
215.0
   
166.6
 
    Total
  
$
438.7
  
$
386.6
  
$
902.7
  
$
826.7
  
                           
Profit Contribution
                          
  Cereals, Crackers & Cookies
  
$
16.3
  
$
14.4
  
$
34.3
  
$
33.9
  
  Dressings, Syrups, Jellies & Sauces
    
.8
   
3.2
   
(.5
)
  
6.1
 
  Snack Nuts & Candy
    
1.3
   
3.9
   
6.8
   
9.9
 
  Frozen Bakery Products
    
11.7
   
11.4
   
24.8
   
24.2
 
    Total segment profit contribution
    
30.1
   
32.9
   
65.4
   
74.1
 
  Interest expense, net
    
(7.4
)
  
(4.1
)
  
(12.7
)
  
(8.0
)
  Loss on forward sale contract
    
(6.2
)
  
-
   
(5.4
)
  
-
 
  Gain on sale of securities
    
2.6
   
-
   
2.6
   
-
 
  Restructuring charges
    
-
   
-
   
-
   
(.1
)
  Accelerated depreciation
    
(.5
)
  
(.2
)
  
(1.1
)
  
(.2
)
  Systems upgrades and conversions
    
(1.3
)
  
(2.6
)
  
(2.4
)
  
(3.7
)
  Stock-based compensation expense
    
(1.3
)
  
(.2
)
  
(2.8
)
  
(.4
)
  Other unallocated corporate expenses
    
(4.2
)
  
(5.1
)
  
(10.4
)
  
(8.5
)
    Earnings before income taxes
                          
      and equity earnings
  
$
11.8
  
$
20.7
  
$
33.2
  
$
53.2
  
 
 
 
 

The second quarter sales growth was $52.1 million, of which $12.3 million is attributable to Medallion, acquired June 22, 2005 (included in Ralston Foods in the Cereals, Crackers & Cookies segment), $19.7 million came from Western Waffles, acquired November 15, 2005, and $5.9 million came from Parco, acquired February 7, 2006 (both reported in the Frozen Bakery Products segment). The remaining growth was due to both selling price increases and product mix, as overall volume was relatively flat.

Ingredient and packaging costs were unfavorable by a total of about $7.6 million. Higher freight rates increased cost of products sold by approximately $2.8 million as fuel costs remained high compared to the prior year. Increases in the costs of natural gas and electricity used in our production facilities reduced gross profit by approximately $2.2 million. Because of the rapid escalation of these costs and the nature of the private label retail business, these costs could not be fully recovered during the quarter through increased pricing or a meaningful reduction in other costs. Ralcorp’s ongoing efforts to mitigate the effects of these elevated costs are not expected to be fully realized until the second half of fiscal 2006.

Second quarter net earnings were affected by a $6.2 million non-cash loss on the Company’s forward sale contract, executed November 22, 2005, related to 1,780,000 of its shares of Vail Resorts, Inc. (NYSE:MTN). The contract includes a collar on the Vail stock price and the prepayment of proceeds at a discount (whereby Ralcorp received $50.5 million). The contract operates as a hedge of the future sale of the stock in that the Company will receive no less than the $50.5 million proceeds for the 1,780,000 shares. However, because Ralcorp currently accounts for its investment in Vail Resorts using the equity method, the contract is not eligible for hedge accounting. Consequently, gains or losses on the contract are immediately recognized in earnings, and diluted earnings per share were reduced by $.14 in the second quarter of fiscal 2006. It should be noted that the market price of Vail stock increased from $33.03 to $38.22 per share during the second quarter, resulting in $9.2 million of unrecorded unrealized gain on the shares covered by this contract. Amortization of the prepayment discount, which totaled $.7 million in the second quarter, is included in interest expense. For the six months ended March 31, 2006, the net loss on the contract was $5.4 million, and $.9 million of amortization was included in interest expense.

On March 21, 2006, Ralcorp sold 100,000 of its shares of Vail Resorts for a total of $3.8 million. The shares had a carrying value of $1.2 million, so the transaction resulted in a $2.6 million gain.

For additional information regarding the Company’s results and financial position, refer to the statements and schedules below, as well as the financial statements and management’s discussion and analysis included in its Quarterly Report on Form 10-Q for the period ended March 31, 2006, filed May 9, 2006.

Ralcorp produces a variety of store brand foods that are sold under the individual labels of various grocery, mass merchandise and drug store retailers, and frozen bakery products that are sold to restaurant and food service customers. Ralcorp’s diversified product mix includes: ready-to-eat and hot cereals; snack mixes, corn-based chips and extruded corn snack products; crackers and cookies; snack nuts; chocolate candy; salad dressings; mayonnaise; peanut butter; jams and jellies; syrups; sauces; frozen griddle products including pancakes, waffles, and French toast; frozen biscuits; and other frozen pre-baked products such as breads and muffins. In addition, Ralcorp holds an interest of approximately 20 percent in Vail Resorts, Inc., the leading mountain resort operator in the United States.




 

NOTE: Information in this press release that includes information other than historical data contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements are sometimes identified by their use of terms and phrases such as “should,” “will,” “can,” “believes,” “could,” “likely,” “anticipates,” “intends,” “plans,” “expects,” “if,” “would,” or similar expressions. Any such forward-looking statements are made based on information currently known and are subject to various risks and uncertainties and are therefore qualified by the Company's cautionary statements contained in its filings with the Securities and Exchange Commission. In addition, if the Company cannot raise prices or reduce costs to offset cost increases or sales volume declines due to price increases, then its total segment profit contribution will continue to be lower than in the prior year through the remainder of fiscal 2006.


RALCORP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(Dollars in millions except per share data)
 
   
Three Months Ended
 
Six Months Ended
 
 
 
March 31,
 
March 31,
 
 
 
2006
 
2005
 
2006
 
2005
  
                   
Net Sales
  
$
438.7
  
$
386.6
  
$
902.7
  
$
826.7
  
Cost of products sold
    
(357.0
)
  
(309.5
)
  
(736.0
)
  
(661.0
)
Gross Profit
    
81.7
   
77.1
   
166.7
   
165.7
 
Selling, general and administrative expenses
    
(58.9
)
  
(52.3
)
  
(118.0
)
  
(104.4
)
Interest expense, net
    
(7.4
)
  
(4.1
)
  
(12.7
)
  
(8.0
)
Loss on forward sale contract
    
(6.2
)
  
-
   
(5.4
)
  
-
 
Gain on sale of securities
    
2.6
   
-
   
2.6
   
-
 
Restructuring charges
    
-
   
-
   
-
   
(.1
)
Earnings before Income Taxes
                          
  and Equity Earnings
    
11.8
   
20.7
   
33.2
   
53.2
 
Income taxes
    
(3.8
)
  
(7.5
)
  
(11.2
)
  
(19.4
)
Earnings before Equity Earnings
    
8.0
   
13.2
   
22.0
   
33.8
 
Equity in earnings of Vail Resorts, Inc.,
                          
  net of related deferred income taxes
    
5.9
   
4.7
   
1.6
   
.7
 
Net Earnings
  
$
13.9
  
$
17.9
  
$
23.6
  
$
34.5
  
                           
Earnings per Share
                         
  Basic
  
$
.49
  
$
.61
  
$
.82
  
$
1.17
  
  Diluted
  
$
.48
  
$
.59
  
$
.80
  
$
1.13
  
 
 
 
 
 
 
 

RALCORP HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in millions)

 
 
Mar. 31,
 
Sep. 30,
 
 
 
2006
 
2005
 
           
Assets
          
Current Assets
          
  Cash and cash equivalents
  
$
9.5
  
$
6.2
  
  Investment in Ralcorp Receivables Corporation
    
34.3
   
42.5
 
  Receivables, net
    
48.4
   
30.8
 
  Inventories
    
185.3
   
181.5
 
  Deferred income taxes
    
6.4
   
6.7
 
  Prepaid expenses and other current assets
    
5.7
   
2.3
 
    Total Current Assets
    
289.6
   
270.0
 
Investment in Vail Resorts, Inc.
    
88.9
   
87.6
 
Property, Net
    
399.1
   
357.4
 
Goodwill
    
444.3
   
412.5
 
Other Intangible Assets, Net
    
152.6
   
125.0
 
Other Assets
    
21.4
   
17.0
 
    Total Assets
  
$
1,395.9
  
$
1,269.5
  
               
Liabilities and Shareholders' Equity
              
Current Liabilities
              
  Accounts payable
  
$
72.6
  
$
76.9
  
  Book cash overdrafts
    
24.8
   
35.0
 
  Other current liabilities
    
64.0
   
59.5
 
    Total Current Liabilities
    
161.4
   
171.4
 
Long-term Debt
    
603.0
   
422.0
 
Deferred Income Taxes
    
60.7
   
61.2
 
Other Liabilities
    
156.7
   
96.6
 
    Total Liabilities
    
981.8
   
751.2
 
Shareholders' Equity
              
  Common stock
    
.3
   
.3
 
  Capital in excess of par value
    
121.9
   
119.9
 
  Retained earnings
    
524.5
   
500.9
 
  Common stock in treasury, at cost
    
(198.8
)
  
(65.8
)
  Unearned portion of restricted stock
    
(4.0
)
  
(4.3
)
  Accumulated other comprehensive loss
    
(29.8
)
  
(32.7
)
    Total Shareholders' Equity
    
414.1
   
518.3
 
    Total Liabilities and Shareholders' Equity
  
$
1,395.9
  
$
1,269.5
  
 
 
 
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