RALCORP HOLDINGS INC /MO
8-K, EX-99.1, 2000-07-26
GRAIN MILL PRODUCTS
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     Immediate
     Thomas  G.  Granneman
     314/877-7730

                     RALCORP HOLDINGS REPORTS THIRD QUARTER
                          AND NINE-MONTH 2000 EARNINGS

ST. LOUIS, MO, JULY 26, 2000    Ralcorp Holdings, Inc. (NYSE:RAH) today reported
net  sales  and net earnings for the third quarter ended June 30, 2000 of $172.1
million  and  $12.9  million, respectively, compared to $154.4 million and $12.1
million  for  the  same  quarter last year.  On an earnings per share basis, the
Company  reported  basic  and  diluted earnings per share for the current year's
third  quarter  of  $.43, up 13 percent from diluted earnings per share for last
year's  third  quarter  of  $.38.

For  the  nine-month periods ended June 30, 2000 and 1999, net sales were $550.2
million  and  $459.6  million,  respectively,  an  increase of $90.6 million, or
nearly  20  percent.  Net  earnings  for  the  current  year's first nine months
improved  6.1  percent to $31.1 million, or $1.01 per diluted share, compared to
prior  year nine-month net earnings of $29.3 million, or $.92 per diluted share.

The  Company  has  made  several  strategic acquisitions and current fiscal year
results  were  positively  affected  by  the  operations  of  recently  acquired
businesses.  In  addition,  the  Company's  results  were  affected  by  certain
non-operating  factors.  Equity  earnings  from the Company's investment in Vail
Resorts, Inc. improved to $9.8 million in the third quarter from $7.0 million in
last  year's  third  quarter.  For  the  nine  months  ended  June 30, 2000, the
Company's  equity  in  the  earnings  of  Vail was $8.2 million compared to $7.1
million  in  the  prior  year.  In  addition,  changes  in Ralcorp's stock price
resulted  in  favorable  mark-to-market  adjustments  to  the Company's deferred
compensation liability.  These adjustments yielded pre-tax income of $.6 million
and  $1.6  million  for  the  quarter  and  nine  months  ended  June  30, 2000,
respectively,  compared  to  pre-tax income of $.4 million for last year's third
quarter  and  pre-tax  expense of $.7 million for the nine months ended June 30,
1999.

<TABLE>
<CAPTION>
NET SALES BY SEGMENT             Three Months Ended     Nine Months Ended
(In Millions)                          June 30,              June 30,
-----------------------------    ------------------    ------------------
                                   2000       1999       2000       1999
                                 -------    -------    -------    -------
<S>                              <C>        <C>        <C>        <C>
Ralston Foods                    $  66.5    $  68.8    $ 210.3    $ 219.1
Bremner                             53.4       40.0      169.7      128.3
                                 -------    -------    -------    -------
  Cereals, Crackers & Cookies      119.9      108.8      380.8      347.4
  Snack Nuts & Candy                35.5       27.4      121.5       88.5
  Mayonnaise & Dressings            16.7       18.2       48.7       23.7
                                 -------    -------    -------    -------
    Total Net Sales              $ 172.1    $ 154.4    $ 550.2    $ 459.6
                                 =======    =======    =======    =======
</TABLE>

<TABLE>
<CAPTION>
OPERATING PROFIT BY SEGMENT      Three Months Ended     Nine Months Ended
(In Millions)                          June 30,              June 30,
-----------------------------    ------------------    ------------------
                                   2000       1999       2000       1999
                                 -------    -------    -------    -------
<S>                              <C>        <C>        <C>        <C>
  Cereals, Crackers & Cookies    $  11.7    $  12.6    $  42.2    $  39.9
  Snack Nuts & Candy                 1.1        1.4        5.6        6.2
  Mayonnaise & Dressings              .8         .5        1.7         .9
                                 -------    -------    -------    -------
    Total Operating Profit       $  13.6    $  14.5    $  49.5    $  47.0
                                 =======    =======    =======    =======
</TABLE>

<PAGE>

CEREALS,  CRACKERS  &  COOKIES
------------------------------
Third  quarter  and  nine-month  net  sales  for the Cereals, Crackers & Cookies
segment  were  up $11.1 million and $32.6 million, respectively, from last year.
This increase is due to the additional revenue acquired through the current year
purchases of Ripon Foods, Inc. and Cascade Cookie Company, which are operated as
part  of Bremner, Ralcorp's cracker and cookie division.  Ripon Foods, a cookie,
sugar  wafer  and  breakfast  bar producer, was acquired on October 4, 1999, and
Cascade,  which  produces cookies for in-store bakeries, was acquired on January
31,  2000.  Third quarter cracker volumes of the pre-existing Bremner businesses
declined  5  percent from the prior year, primarily due to lower industry demand
in  the  saltines  category.  Nevertheless,  cracker  volumes for the nine-month
period  were up slightly from last year due to strong sales in this year's first
fiscal  quarter.

The  Company's  ready-to-eat  and  hot  cereal division, Ralston Foods, recorded
decreased  sales  for the three-month and nine-month periods, principally due to
lower  volumes.  Previously,  Company  management  disclosed  that  a  cereal
comanufacturing  agreement  was  terminated  effective  December  31, 1999.  The
reduction  of  volume  related  to  this agreement was the primary factor in the
revenue  decline at Ralston Foods.  Importantly, Ralston Foods' base store brand
ready-to-eat  cereal  (RTE) volume declined less than 1 percent during the three
months  ended  June  30,  2000,  outperforming  the overall RTE cereal category.
Couple  this  minor  volume  decline  with  a  favorable product mix and revenue
related  to  Ralston  Foods'  store  brand  RTE  business  actually  improved
quarter-over-quarter.  The  Company's  hot  cereal volume declined 6 percent for
the  seasonally  slow  quarter ended June 30, 2000.  While the hot cereal volume
was  off  from the prior year third quarter, a continued product mix improvement
offset  a significant portion of the volume decline.  Volume comparisons for the
nine  months  ended  June  30, 2000 reflected declines as store brand RTE cereal
volumes  fell  1.6 percent from last year compared to a corresponding .2 percent
increase  for  the prior year period.  Hot cereal volume for the same period was
down  6  percent  from last year compared to a corresponding 23 percent increase
for  the  prior  year  period.  The nine-month year-over-year revenue decline at
Ralston  Foods,  however,  was  primarily due to the loss of the comanufacturing
agreement.

From  an  operating results perspective, the Cereals, Crackers & Cookies segment
recorded third quarter operating profit down $.9 million from the prior year and
nine-month  profit  up  $2.3 million.  Bremner operating profit improved in both
the  quarter  and  nine-month  periods  due  to the current year cookie business
acquisitions,  as  well  as favorable product mix and raw material and packaging
supply  costs in the cracker operations.  Ralston Foods' third quarter operating
profit  decline  more  than  offset  the  third quarter improvements at Bremner,
mainly  because  of  the aforementioned loss of comanufacturing business and the
resulting  unfavorable  effect on production volume and plant efficiencies.  The
Company  previously  disclosed  that  the loss of this comanufacturing agreement
could  negatively  impact diluted earnings per share for the last nine months of
fiscal  2000 in the range of $.08 to $.10 per share.  While this range continues
to  appear reasonable, the Company remains very active in its efforts to replace
this  lost  business  via  other  comanufacturing  opportunities,  increased
distribution  and  new  product  emulations.  For the nine-month period, Ralston
Foods reported lower operating profit, again driven principally by the reduction
of comanufacturing business.  Offsetting a portion of this unfavorability was an
improved  product  mix  and  lower  overall  costs.

SNACK  NUTS  &  CANDY
---------------------
Third quarter net sales for the Snack Nuts & Candy segment increased 30 percent,
reflecting  incremental  business  from  James  P.  Linette,  Inc.,  as  well as
significantly  improved  organic  volumes.  Linette,  a  chocolate  candy
manufacturer,  was  acquired  on May 1, 2000.  For the year to date, the Company
also  benefited  from  a  full  nine  months of business from its acquisition of
Southern  Roasted  Nuts  of Georgia.  Southern Roasted Nuts was acquired in late
March  1999.  The  Georgia  facility  was  closed  the  end  of  April  2000,
consolidating  the  operations  of  the  three  snack  nut  businesses  into two
locations  at  Billerica,  MA  and  Dothan,  AL.

<PAGE>

Despite  the  improved volumes and net sales, Snack Nuts third quarter operating
profit fell $.3 million from last year as the segment continued to be negatively
impacted  by  high  ingredient  costs,  as  well as increased labor costs due to
initial  inefficiencies  related  to  the  moving  of  production lines from the
Georgia  plant  to  the  other  facilities.  Management  anticipates  improved
ingredient  costs  and  operating efficiencies for the Company's fourth quarter.
Furthermore,  management  believes  fiscal  2001  operating  profit will reflect
increased  efficiencies  from  the  combined  nut  facilities.

MAYONNAISE  &  DRESSINGS
------------------------
The  Company's fiscal 2000 third quarter net sales and operating profit included
$16.7  million  and  $.8  million,  respectively, from Martin Gillet, a maker of
private label mayonnaise and salad dressings.  Martin Gillet's third quarter net
sales  were down 8 percent from the prior year as a result of customer mix, with
higher  comanufacturing  and retail volume partially offset by lower foodservice
volume.  Operating  profit  was  up  $.3  million  for  the third quarter, which
benefited from lower ingredient costs.  For the nine months ended June 30, 2000,
net  sales were $48.7 and operating profit was $1.7.  Martin Gillet was acquired
at  the  beginning  of  March 1999, so prior year net sales and operating profit
included  only  $23.7  million and $.9 million, respectively, for Ralcorp's nine
months  ended  June  30,  1999.

On  July 14, 2000, Ralcorp completed the purchase of the Red Wing Company, Inc.,
a  leading  manufacturer  of private label shelf-stable wet filled type products
with  sales  of $348 million for its fiscal year ended April 29, 2000.  Red Wing
and Martin Gillet will be operated as a single division of Ralcorp.  On July 24,
2000, the Company announced that it expects to record a charge to fourth quarter
earnings  of  between  $.04 and $.08 per diluted share related to the closure of
Martin  Gillet's  Baltimore  facility.

BUSINESS  SEGMENTS  -  COMBINED
-------------------------------
On  a  combined  EBITDA basis (earnings before interest, taxes, depreciation and
amortization)  the Company recorded $68.5 million for the nine months ended June
30,  2000,  excluding  the  equity  earnings  from  its  Vail  investment.  This
represents  a  17.7  percent  improvement over the "food business" EBITDA in the
prior  year's  first  nine  months  of  $58.2  million.

Operations  in  the  Snack  Nuts  segment  are  somewhat seasonal, with a higher
percentage  of  sales and operating profits expected to be recorded in the first
fiscal  quarter.  In  addition, certain aspects of both the Company's cereal and
cracker  and  cookie businesses are also seasonal in nature.  It is important to
note  that  operating  results for any quarter are not necessarily indicative of
the  results  for  any  other  quarter  or  for  the  full  year.

EQUITY  INTEREST  IN  VAIL  RESORTS,  INC.
------------------------------------------
Ralcorp  continues to hold an approximate 21.8 percent equity ownership interest
in  Vail  Resorts,  Inc.  Vail Resorts operates on a fiscal year ending July 31;
therefore,  Ralcorp  reports its portion of Vail Resorts' operating results on a
two-month  time lag.  For the third quarter ended June 30, 2000, this investment
resulted  in non-cash pre-tax earnings of $9.8 million, compared to $7.0 million
for  last year's third quarter.  Vail Resorts reported an increase in skier days
and  a  favorable  skier  visit mix in its third fiscal quarter this year, which
includes  February,  March  and  April.  That quarter also included expected net
proceeds  from  a Reduced Skier Day Insurance Policy claim related to its second
fiscal  quarter,  which  was  hurt  by  both  poor  early  season snowfall and a
significant  decline in vacation travel around the New Years' holiday due to Y2K
concerns.  Ralcorp's  equity  in  the earnings of Vail Resorts, Inc. was up $1.1
million,  or  15.5%,  for  the  nine  months  ended  June  30,  2000.


See  the  attached  schedule and notes for additional information on the quarter
and  nine-month  results  for  both  years.

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.  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.

                                       ###

<PAGE>
<TABLE>
<CAPTION>

                             RALCORP HOLDINGS, INC.
                       CONSOLIDATED STATEMENT OF EARNINGS
                       (in millions except per share data)

                                         Three Months Ended   Nine Months Ended
                                               June 30,            June 30,
                                          -----------------   -----------------
                                            2000      1999      2000      1999
                                          -------   -------   -------   -------
<S>                                       <C>       <C>       <C>       <C>
Net Sales                                 $ 172.1   $ 154.4   $ 550.2   $ 459.6
                                          -------   -------   -------   -------

Costs and Expenses
  Cost of products sold                     131.4     114.6     417.8     335.2
  Selling, general and administrative        22.9      21.2      69.5      64.6
  Advertising and promotion                   5.2       5.5      17.4      18.8
  Interest expense, net                       1.9        .5       4.3        .8
  Equity in earnings of Vail Resorts, Inc.   (9.8)     (7.0)     (8.2)     (7.1)
                                          -------   -------   -------   -------
                                            151.6     134.8     500.8     412.3
                                          -------   -------   -------   -------
Earnings before Income Taxes                 20.5      19.6      49.4      47.3
Income Taxes                                  7.6       7.5      18.3      18.0
                                          -------   -------   -------   -------

Net Earnings                              $  12.9   $  12.1   $  31.1   $  29.3
                                          =======   =======   =======   =======

Basic Earnings per Share                  $   .43   $   .39   $  1.03   $   .94
                                          =======   =======   =======   =======

Diluted Earnings per Share                $   .43   $   .38   $  1.01   $   .92
                                          =======   =======   =======   =======

Weighted Average Shares
  Outstanding - Basic                        29.9      31.1      30.2      31.2

Weighted Average Shares
  Outstanding - Diluted                      30.2      31.7      30.7      31.8

<FN>
Notes:

1.  The  weighted  average shares outstanding used to compute earnings per share
(basic  and diluted) for the quarters and nine-month periods ended June 30, 2000
and  1999  are  based on the weighted average number of shares of Ralcorp common
stock  outstanding  for the periods then ended.  In addition, the calculation of
diluted  earnings  per  share  includes  all  other  common  stock  equivalents.

2.  Earnings  per  share (basic and diluted) are computed independently for each
of  the  periods  presented; therefore, the sum of the earnings per share (basic
and  diluted)  amounts  for  the  quarters  may  not  total  the  year-to-date.

3.  Operating  results  for  any  quarter  are not necessarily indicative of the
results  for  any  other  quarter  or  for  the  full  year.

</TABLE>


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