-----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, CXvC/oo2BptMnrRwNzyzRw9oFUgc2smO0zW2Njkxd1kVsz0d5MxMzd9ddHnDAtRa SUtciEUCjmVPR+ZPMfpDvg== 0001029506-07-000008.txt : 20070207 0001029506-07-000008.hdr.sgml : 20070207 20070207162515 ACCESSION NUMBER: 0001029506-07-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070206 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070207 DATE AS OF CHANGE: 20070207 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: 07588470 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 q1earnings.htm FIRST QUARTER EARNINGS First Quarter Earnings
 
 
 



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):
February 6, 2007


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 February 6, 2007, 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 first quarter ended December 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 February 6, 2007.




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:
February 7, 2007
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 February 6, 2007






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

RALCORP HOLDINGS ANNOUNCES RESULTS
FOR THE FIRST QUARTER OF FISCAL 2007

St. Louis, MO, February 6, 2007… Ralcorp Holdings, Inc. (NYSE:RAH) today filed its Quarterly Report on Form 10-Q for the period ended December 31, 2006. Highlights for the quarter include:
 
·  
Diluted earnings per share were $.28 compared to $.32 a year ago.
·  
Net sales for the quarter increased 13%, primarily as a result of business acquisitions, as well as higher pricing in response to rising input costs.
·  
Total segment profit contribution was up 48% as a result of acquisitions, higher selling prices, and cost reduction efforts.
·  
Earnings before income taxes and equity loss were $17.9 million (compared to $21.4 million last year) after a $17.9 million non-cash loss on forward sale contracts ($.42 per share).
·  
Equity in loss of Vail Resorts, Inc. (after tax) was $4.2 million ($.15 per share) compared to $4.3 million ($.14 per share) a year ago.
·  
Net earnings were $7.6 million, which is $2.1 million lower than a year ago.
·  
Weighted average shares for diluted EPS were 27.4 million compared to 29.9 million a year ago.

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
 
   
December 31,
 
   
2006
 
2005
 
Net Sales
         
 Ralston Foods
 
$
120.3
 
$
112.7
 
 Bremner
   
78.8
   
83.4
 
 Cereals, Crackers & Cookies
   
199.1
   
196.1
 
 Frozen Bakery Products
   
148.5
   
98.6
 
 Dressings, Syrups, Jellies & Sauces
   
100.7
   
93.4
 
 Snack Nuts & Candy
   
74.4
   
75.9
 
  Total
 
$
522.7
 
$
464.0
 
               
Profit Contribution
             
 Cereals, Crackers & Cookies
 
$
19.9
 
$
18.0
 
 Frozen Bakery Products
   
19.7
   
13.1
 
 Dressings, Syrups, Jellies & Sauces
   
4.5
   
(1.3
)
 Snack Nuts & Candy
   
8.2
   
5.5
 
  Total segment profit contribution
   
52.3
   
35.3
 
 Interest expense, net
   
(8.8
)
 
(5.3
)
 (Loss) gain on forward sale contracts
   
(17.9
)
 
.8
 
 Accelerated depreciation
   
-
   
(.6
)
 Systems upgrades and conversions
   
-
   
(1.1
)
 Stock-based compensation expense
   
(1.8
)
 
(1.5
)
 Other unallocated corporate expenses
   
(5.9
)
 
(6.2
)
  Earnings before income taxes
             
   and equity loss
 
$
17.9
 
$
21.4
 
 
 

 
 
 
 
 

The first quarter sales growth was $58.7 million, of which approximately 71% is attributable to the timing of recent acquisitions in the Frozen Bakery Products segment. The remaining growth (approximately $17 million, or 4% over the prior year) was due primarily to price increases implemented over the past year in response to rapidly rising costs.

The improved pricing restored the Company’s gross margin from last year’s depressed levels. For the quarter, the Company’s overall ingredient and packaging costs were unfavorable by a total of about $2.5 million, but the effects were offset by reduced freight and energy costs. The costs of certain of our key ingredients are expected to continue to rise, with a greater impact on profitability in the second half of fiscal 2007, as lower-priced forward commodity contracts and hedge positions expire.

Net earnings for the first quarter of fiscal 2007 were affected by a $17.9 million non-cash loss on the Company’s forward sale contracts related to its shares of Vail Resorts, Inc. (NYSE:MTN), compared to a $.8 million non-cash gain on the contracts in last year’s first quarter. The contracts, which include a collar on the Vail stock price, operate as a hedge of the future sale of the stock in that the Company will receive no less than the $140 million prepaid proceeds for the 4,950,100 shares subject to these contracts. However, because Ralcorp accounts for its investment in Vail Resorts using the equity method, these contracts are not currently eligible for hedge accounting. Consequently, gains or losses due to changes in the fair value of the contracts are immediately recognized in earnings. Amortization of the prepayment discounts, which totaled $1.8 million in the most recent quarter and $.2 million a year ago, is included in interest expense.

For additional information regarding the Company’s results, refer to the comparative statements of earnings 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 December 31, 2006, filed February 6, 2007.

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 restaurants and other foodservice 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; and frozen dough for cookies, Danishes, bagels and doughnuts. In addition, Ralcorp holds an interest of approximately 19 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.
 
 
 
 
 
 

 

 
 
 
 
 
 
 
 
RALCORP HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
(Dollars in millions except per share data, shares in thousands)

   
Three Months Ended
 
   
December 31,
 
   
2006
 
2005
 
           
Net Sales
 
$
522.7
 
$
464.0
 
Cost of products sold
   
(416.9
)
 
(379.0
)
Gross Profit
   
105.8
   
85.0
 
Selling, general and administrative expenses
   
(61.2
)
 
(59.1
)
Interest expense, net
   
(8.8
)
 
(5.3
)
(Loss) gain on forward sale contracts
   
(17.9
)
 
.8
 
Earnings before Income Taxes
             
 and Equity Loss
   
17.9
   
21.4
 
Income taxes
   
(6.1
)
 
(7.4
)
Earnings before Equity Loss
   
11.8
   
14.0
 
Equity in loss of Vail Resorts, Inc.,
             
 net of related deferred income taxes
   
(4.2
)
 
(4.3
)
Net Earnings
 
$
7.6
 
$
9.7
 
               
Earnings per Share
             
 Basic
 
$
.28
 
$
.33
 
 Diluted
 
$
.28
 
$
.32
 

Weighted Average Shares
         
 for Basic Earnings per Share
   
26,779
   
29,324
 
 Dilutive effect of:
             
  Stock options
   
520
   
527
 
  Stock appreciation rights
   
26
   
-
 
  Restricted stock awards
   
58
   
32
 
Weighted Average Shares
             
 for Diluted Earnings per Share
   
27,383
   
29,883
 
 
 

 
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