-----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, USq4qF86bKvjBqU24cyVH6l8epTbUghlAK5VW8i32lEmAu4WwfAmSviowGMp/U3Q z3/OXF+ViCSabkqCiww0gw== 0001029506-07-000029.txt : 20070515 0001029506-07-000029.hdr.sgml : 20070515 20070515144533 ACCESSION NUMBER: 0001029506-07-000029 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12619 FILM NUMBER: 07852060 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/A 1 amended.htm AMENDED 8-K Amended 8-K


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

FORM 8-K/A

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, 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.

On May 15, 2007 the Registrar filed an 8-K announcing its results of operations for the quarter ended March 31, 2007. The filing included two typographical errors and omitted the signature of T. G. Granneman. This filing corrects these errors.

In a press release dated May 9, 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 second quarter ended March 31, 2007.

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, 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:
May 15, 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 May 9, 2007






EX-99.1 2 pressrelease.htm PRESS RELEASE 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 2007
St. Louis, MO, May 9, 2007… Ralcorp Holdings, Inc. (NYSE:RAH) today filed its Quarterly Report on Form 10-Q for the period ended March 31, 2007. Reported results for the quarter include:
·  
Net sales increased 18%, largely as a result of recent business acquisitions, as well as volume gains in the base businesses and higher pricing in response to rising input costs.
·  
Total segment profit contribution was up 39% as a result of acquisitions, higher selling prices, and cost reduction efforts, partially offset by higher ingredient costs.
·  
Loss before income taxes and equity earnings was $10.7 million (compared to earnings of $11.8 million last year) after a $34.6 million ($.81 per share) non-cash loss on forward sale contracts related to Ralcorp’s investment in Vail Resorts, Inc.
·  
Equity in earnings of Vail Resorts, Inc. (after tax) was $6.9 million ($.25 per share) compared to $5.9 million ($.21 per share) a year ago.
·  
Net earnings were $.5 million compared to $13.9 million a year ago.
·  
Weighted average shares for diluted EPS were 27.5 million compared to 28.7 million a year ago.
·  
Diluted earnings per share were $.02 compared to $.48 a year ago.
Segment results and other key components of (loss) 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,
  
   
2007
 
2006
 
2007
 
2006
  
Net Sales
                  
  Ralston Foods
  
$
120.2
  
$
104.9
  
$
240.5
  
$
217.6
  
  Bremner
    
82.4
   
75.5
   
161.2
   
158.9
 
  Cereals, Crackers & Cookies
    
202.6
   
180.4
   
401.7
   
376.5
 
  Frozen Bakery Products
    
159.3
   
116.4
   
307.8
   
215.0
 
  Dressings, Syrups, Jellies & Sauces
    
104.7
   
93.3
   
205.4
   
186.7
 
  Snack Nuts & Candy
    
52.4
   
48.6
   
126.8
   
124.5
 
    Total
  
$
519.0
  
$
438.7
  
$
1,041.7
  
$
902.7
  
Profit Contribution
                          
  Cereals, Crackers & Cookies
  
$
16.5
  
$
16.3
  
$
36.4
  
$
34.3
  
  Frozen Bakery Products
    
18.0
   
11.7
   
37.7
   
24.8
 
  Dressings, Syrups, Jellies & Sauces
    
3.2
   
.8
   
7.7
   
(.5
)
  Snack Nuts & Candy
    
4.0
   
1.3
   
12.2
   
6.8
 
    Total segment profit contribution
    
41.7
   
30.1
   
94.0
   
65.4
 
  Interest expense, net
    
(10.0
)
  
(7.4
)
  
(18.8
)
  
(12.7
)
  Loss on forward sale contracts
    
(34.6
)
  
(6.2
)
  
(52.5
)
  
(5.4
)
  Gain on sale of securities
    
-
   
2.6
   
-
   
2.6
 
  Accelerated depreciation
    
-
   
(.5
)
  
-
   
(1.1
)
  Systems upgrades and conversions
    
(.3
)
  
(1.3
)
  
(.3
)
  
(2.4
)
  Stock-based compensation expense
    
(1.6
)
  
(1.3
)
  
(3.4
)
  
(2.8
)
  Other unallocated corporate expenses
    
(5.9
)
  
(4.2
)
  
(11.8
)
  
(10.4
)
    (Loss) earnings before income taxes
                          
      and equity earnings
  
$
(10.7
)
$
11.8
  
$
7.2
  
$
33.2
  
 
 
 
 
 

The second quarter sales growth was $80.3 million, of which approximately half is attributable to the timing of recent business acquisitions. Those acquisitions include Bloomfield Bakers (March 16, 2007) in the Cereals, Crackers & Cookies segment, and Cottage Bakery (November 10, 2006) and Parco Foods (February 7, 2006) in the Frozen Bakery Products segment. The remaining growth (approximately 9% over the prior year) was due to volume gains, price increases in response to rapidly rising costs, and favorable mix in most of the Company’s base businesses.

For the quarter, the Company’s overall ingredient and packaging costs were unfavorable by a total of about $7.8 million. The costs of several 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 second quarter of fiscal 2007 were affected by a $34.6 million non-cash loss on the Company’s forward sale contracts related to its shares of Vail Resorts, Inc. (NYSE:MTN), compared to a $6.2 million non-cash loss on the contracts in last year’s second 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 $2.2 million in the most recent quarter and $.7 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 March 31, 2007, filed May 9, 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; nutritional and cereal bars; 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
  
Six Months Ended
  
   
March 31,
  
March 31,
  
   
2007
 
2006
 
2007
 
2006
  
                   
Net Sales
  
$
519.0
  
$
438.7
  
$
1,041.7
  
$
902.7
  
Cost of products sold
    
(420.5
)
  
(357.0
)
  
(837.4
)
  
(736.0
)
Gross Profit
    
98.5
   
81.7
   
204.3
   
166.7
 
Selling, general and administrative expenses
    
(64.6
)
  
(58.9
)
  
(125.8
)
  
(118.0
)
Interest expense, net
    
(10.0
)
  
(7.4
)
  
(18.8
)
  
(12.7
)
Loss on forward sale contracts
    
(34.6
)
  
(6.2
)
  
(52.5
)
  
(5.4
)
Gain on sale of securities
    
-
   
2.6
   
-
   
2.6
 
(Loss) Earnings before Income Taxes
                          
  and Equity Earnings
    
(10.7
)
  
11.8
   
7.2
   
33.2
 
Income taxes
    
4.3
   
(3.8
)
  
(1.8
)
  
(11.2
)
(Loss) Earnings before Equity Earnings
    
(6.4
)
  
8.0
   
5.4
   
22.0
 
Equity in earnings of Vail Resorts, Inc.,
                          
  net of related deferred income taxes
    
6.9
   
5.9
   
2.7
   
1.6
 
Net Earnings
  
$
.5
  
$
13.9
  
$
8.1
  
$
23.6
  
                           
Earnings per Share
                         
  Basic
  
$
.02
  
$
.49
  
$
.30
  
$
.82
  
  Diluted
  
$
.02
  
$
.48
  
$
.29
  
$
.80
  
 
Weighted Average Shares
                          
  for Basic Earnings per Share
    
26,768
   
28,140
   
26,774
   
28,732
 
  Dilutive effect of:
                          
    Stock options
    
578
   
489
   
549
   
508
 
    Stock appreciation rights
    
68
   
-
   
47
   
-
 
    Restricted stock awards
    
66
   
33
   
62
   
33
 
Weighted Average Shares
                          
  for Diluted Earnings per Share
    
27,480
   
28,662
   
27,432
   
29,273
 
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