<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended December 31, 1996
Commission File No. 1-4582
RALSTON PURINA COMPANY
----------------------
-----------------------------------------------------------
(Exact name of registrant as specified in its charter)
MISSOURI 43-0470580
------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
CHECKERBOARD SQUARE, ST. LOUIS MISSOURI 63164
------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(314) 982-1000
------------------------------------------------------------
(Registrant's telephone number, including area code)
Registrant (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months, and (2) has been subject to such filing requirements for the
past 90 days.
YES: X NO:
---- -----
Number of shares of Ralston Purina common stock, $.10 par value, outstanding
as of the close of business on February 10, 1997:
106,320,036
-----------
<PAGE> 2
PART I - FINANCIAL INFORMATION
RALSTON PURINA COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL INFORMATION
------------------------------------
OPERATING RESULTS
Net earnings for the three months ended December 31, 1996 were $137.4 million
compared to $128.5 million for the same period in the prior year. Increased
earnings for the current year first quarter are due to higher equity earnings
from the Company's investment in Interstate Bakeries Corporation and the
effect of prior year foreign currency losses, primarily in Mexico. Earnings
per share for the current quarter were $1.32 and $1.23 on a primary and fully
diluted basis, respectively, compared to $1.23 and $1.15 in the prior year
first quarter.
BUSINESS SEGMENTS
Sales for the Pet Products segment increased 7.5% in the quarter on higher
volumes and pricing. However, operating profit decreased for the quarter as
these gains were more than offset by higher pet food ingredient costs and
increased promotion support.
Sales for the Battery Products segment were flat in the quarter over the same
period in the prior year as higher domestic branded alkaline volume and
prices and volume increases in the Asia Pacific and South and Central America
regions were offset by lower volume and pricing of rechargeable batteries and
continued volume declines in Europe. Operating profit for the quarter
decreased slightly as strong volume performance in the Asia Pacific region
and improved results in South and Central America were offset by lower
worldwide rechargeable sales and continued declines in Europe. European
declines were due to poor economic conditions and lower volumes.
Domestically, increased branded alkaline volumes were offset by increased
product costs.
During the quarter ended December 31, 1996, approximately 130 employees were
terminated in connection with the 1994 and 1995 provisions for the
restructuring of Battery Products' world-wide carbon zinc battery production
capacity and certain administrative functions. Other activity during the
quarter related to those provisions was as follows:
<PAGE> 3
Reserve balance at September 30, 1996 $16.7
Cash exit costs incurred during the quarter (4.9)
Increase due to translation 1.5
-----
Reserve balance at December 31, 1996 $13.3
=====
The Company continues to review its battery production capacity and its
business structure, particularly in Europe, in light of pervasive global
trends, including the continuing shift from carbon zinc to alkaline products
and easing of trade restrictions in many regions. As part of this review,
the Company has commenced a global study to determine the optimal number of
battery manufacturing facilities.
Sales for the Soy Protein Products segment increased 6.8% in the quarter on
higher volume in food protein products and higher prices. Operating profit
decreased slightly as higher raw material and business development costs more
than offset the sales increase.
Sales for International Agricultural Products increased 22.0% in the quarter
on higher pricing and acquisitions, partially offset by lower volumes.
Operating profit increased in the quarter on favorable unit margins,
partially offset by lower volumes.
There was minimal activity during the quarter related to the 1996 provisions
for restructuring associated with the closing of the Company's European
cereal operations, the streamlining of operations of the international
agricultural animal feeds business in advance of the planned spin-off and
additional Battery Products' restructuring.
RESULTS OF OPERATIONS
Gross profit as a percentage of sales was 40.5% in the current quarter
compared to 42.4% in the prior year first quarter. The decreased percentage
in the current quarter reflects decreased percentages in Pet Products and Soy
Protein Products where margins were unfavorably impacted by higher raw
material prices. Price increases in these segments were insufficient to
maintain historical margin levels. In addition, sales increases in the lower
margin Agricultural Products segment negatively impacted Company margins in
the current quarter.
Selling, general and administrative expenses increased 8.9% over the prior
year first quarter due to increases in Pet Products, acquisitions and
increased business development costs in Soy Protein Products. Selling,
general and administrative expenses were 16.1% and 15.8% of sales in the
current and prior year first quarters, respectively.
<PAGE> 4
Advertising and promotion expense increased 6.9% over the prior year first
quarter due to additional promotional spending in Pet Products. As a
percentage of sales, advertising and promotion expense was 10.5% in the
current quarter and 10.6% a year ago. Other income/expense, net, was
favorable by $12.4 million for the quarter primarily due to prior year
foreign currency translation and exchange losses, primarily in Mexico.
Income taxes, which include federal, state and foreign taxes, were 37% of
pre-tax earnings before equity earnings for the current quarter compared to
38% in the prior year.
FINANCIAL CONDITION
The Company's primary source of liquidity is cash flow generated from
operations. For the quarter ended December 31, 1996, cash flow from
operations was $208.2 million compared to $166.6 million in the quarter ended
December 31, 1995. The increase in cash flow in the current quarter is due
to increased cash earnings and changes in working capital.
Working capital was $67.7 million at December 31, 1996, while current
liabilities exceeded current assets by $22.1 million at September 30, 1996.
An increase in working capital in the first quarter is expected due to the
seasonality of the Company's sales.
On October 2, 1995, the Company issued $175 million of 7-3/4% fixed rate
long-term debt.
As of January 31, 1997, approximately 1,433,000 shares remained under the
Board of Directors' authorization dated February 16, 1994 for the purchase of
up to 3 million shares of RAL Stock.
<PAGE> 5
<TABLE>
RALSTON PURINA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(DOLLARS IN MILLIONS EXCEPT PER SHARE DATA)
<CAPTION>
QUARTER ENDED DECEMBER 31,
--------------------------
1996 1995
---- ----
<S> <C> <C>
Net Sales $1,760.3 $1,639.3
-------- --------
Costs and Expenses
Cost of products sold 1,047.0 944.6
Selling, general and administrative 282.5 259.5
Advertising and promotion 185.3 173.3
Interest expense 44.2 49.7
Other (income)/expense, net -4.4 8.0
-------- --------
1,554.6 1,435.1
-------- --------
Earnings before Income Taxes and Equity Earnings 205.7 204.2
Income Taxes -76.1 -77.6
-------- --------
Earnings before Equity Earnings 129.6 126.6
Equity Earnings, Net of Taxes 7.8 1.9
-------- --------
Net Earnings 137.4 128.5
Preferred Stock Dividend, Net of Taxes -3.4 -3.6
-------- --------
Earnings Available to Common Shareholders $134.0 $124.9
======== ========
Earnings Per Share
Primary $1.32 $1.23
Fully Diluted $1.23 $1.15
See Accompanying Notes to Condensed Financial Statements.
</TABLE>
<PAGE> 6
<TABLE>
RALSTON PURINA COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(CONDENSED)
(DOLLARS IN MILLIONS)
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
------------ -------------
1996 1996
---- ----
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $106.0 $62.3
Receivables, less allowance for doubtful
accounts of $37.7 and $35.9, respectively 978.6 845.6
Inventories
Raw materials and supplies 272.2 242.1
Work in process 61.9 123.6
Finished products 430.1 450.5
Other current assets 152.6 149.3
-------- --------
Total Current Assets 2,001.4 1,873.4
Investments and Other Assets 1,479.2 1,455.8
Property at Cost 2,854.2 2,797.3
Accumulated depreciation 1,373.1 1,341.4
-------- --------
1,481.1 1,455.9
Total $4,961.7 $4,785.1
======== ========
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities
Current maturities of long-term debt $109.2 $98.0
Notes payable 835.0 881.9
Accounts payable 412.9 407.9
Other current liabilities 576.6 507.7
-------- --------
Total Current Liabilities 1,933.7 1,895.5
Long-Term Debt 1,411.8 1,437.0
Deferred Income Taxes 52.4 50.0
Other Liabilities 516.9 500.7
Redeemable preferred Stock 317.7 323.5
Unearned ESOP Compensation -99.3 -110.6
Shareholders Equity
Preferred stock - -
Common stock 11.5 11.5
Capital in excess of par value 242.1 217.3
Retained earnings 1,429.4 1,302.9
Cumulative translation adjustment -71.0 -66.6
Common stock in treasury, at cost -468.0 -482.3
Unearned portion of restricted stock -4.0 -4.2
Value of common stock held in Grantor Trust -311.5 -289.6
-------- --------
Total Shareholders Equity 828.5 689.0
Total $4,961.7 $4,785.1
======== ========
See Accompanying Notes to Condensed Financial Statements.
</TABLE>
<PAGE> 7
<TABLE>
RALSTON PURINA COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(CONDENSED)
(DOLLARS IN MILLIONS)
<CAPTION>
QUARTER ENDED DECEMBER 31,
--------------------------
1996 1995
---- ----
<S> <C> <C>
Cash Flow from Operations
Net earnings $137.4 $128.5
Non-cash items included in income 60.9 62.1
Changes in assets and liabilities used in operations 15.1 -24.8
Other, net -5.2 0.8
------ ------
Net cash flow from operations 208.2 166.6
Cash Flow from Investing Activities
Acquisitions of businesses - -25.1
Property additions, net -77.5 -53.4
Other, net 5.0 -4.8
------ ------
Net cash used by investing activities -72.5 -83.3
------ ------
Cash Flow from Financing Activities
Net cash used by debt -51.5 -4.3
Dividends paid -41.5 -42.3
Other, net -0.4 -8.8
------ ------
Net cash used by financing activities -93.4 -55.4
------ ------
Effect of Exchange Rate Changes on Cash 1.4 -0.4
------ ------
Net Increase in Cash and Cash Equivalents 43.7 27.5
Cash and Cash Equivalents, Beginning of Period 62.3 44.3
------ ------
Cash and Cash Equivalents, End of Period $106.0 $71.8
====== ======
See Accompanying Notes to Condensed Financial Statements.
</TABLE>
<PAGE> 8
RALSTON PURINA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Dollars in millions)
Note 1 - The accompanying unaudited financial statements have been prepared
in accordance with the instructions for Form 10-Q and do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments considered necessary for a fair presentation have been
included. Operating results for any quarter are not necessarily indicative
of the results for any other quarter or for the full year. These statements
should be read in conjunction with the financial statements and notes thereto
included in the Ralston Purina Company (the Company) Annual Report to
Shareholders for the year ended September 30, 1996.
Note 2 - Primary earnings per share are based on the average number of shares
outstanding during the period, excluding 4,245,000 and 4,154,000 shares of
common stock held by the Company's Grantor Trust at December 31, 1996 and
1995, respectively. Fully diluted earnings per share are based on the
average number of shares used for the primary earnings per share calculation,
adjusted for the dilutive effect of convertible preferred stock, stock
options, convertible debentures and compensation awards, when the effects of
inclusion of such securities does not result in anti-dilution. Primary and
fully diluted shares used in earnings per share computations were 101,869,000
and 110,758,000, respectively, for the quarter ended December 31, 1996 and
101,731,000 and 110,515,000 for the quarter ended December 31, 1995.
Note 3 - At December 31, 1996, there were 102,002,000 shares of common stock
outstanding, exclusive of 8,441,000 shares held in treasury and 4,245,000
Grantor Trust shares. At September 30, 1996, there were 101,720,000 shares
of common stock outstanding, exclusive of 8,740,000 shares held in treasury
and 4,228,000 Grantor Trust shares.
Note 4 - Other (income)/expense, net for the quarter consists of the
following:
<TABLE>
<CAPTION>
December 31,
1996 1995
---- ----
<S> <C> <C>
Net translation and exchange loss $ 2.2 $13.2
Investment income (2.0) (2.2)
Miscellaneous (income)/expense (4.6) (3.0)
----- -----
$(4.4) $ 8.0
===== =====
</TABLE>
<PAGE> 9
RALSTON PURINA COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(Dollars in millions)
Note 5 - Investments and Other Assets consists of the following:
<TABLE>
<CAPTION>
Dec. 31, Sept. 30,
1996 1996
---- ----
<S> <C> <C>
Goodwill $ 509.7 $ 509.1
Other intangible assets 253.4 256.3
Investments in affiliated companies 310.5 301.6
Deferred charges and other assets 405.6 388.8
--------- ---------
$ 1,479.2 $ 1,455.8
========= =========
</TABLE>
PART II - OTHER INFORMATION
-----------------
There is no information required to be reported under any items except those
indicated below.
Item 4. Submission of Matter to a Vote of Security Holders
--------------------------------------------------
The Company held its Annual Meeting of Shareholders on January 23, 1997, for
the purpose of electing three directors to serve three-year terms ending
January, 2000, and to ratify the Board of Directors' appointment of Price
Waterhouse as independent accountants for the Company for the fiscal year
ending September 30, 1997.
<PAGE> 10
The number of votes cast, and the number of shares voting for or against each
candidate and the number of votes cast for the ratification, as well as the
number of abstentions with respect thereto, is as follows:
<TABLE>
<CAPTION>
VOTES VOTES
FOR WITHHELD
- ------------------------------------------------------------------------------------
<S> <C> <C>
John H. Biggs 87,956,552 8,106,249
David C. Farrell 87,985,997 8,076,804
William P. Stiritz 87,545,508 8,517,293
<CAPTION>
VOTES VOTES VOTES
FOR AGAINST ABSTAINED
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
Ratification 95,211,467 486,590 364,744
of Price
Waterhouse
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits filed with this Report:
(11) Statement, re: Computation of Per Share Earnings.
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter for
which this report is filed.
<PAGE> 11
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.
RALSTON PURINA COMPANY
----------------------
Registrant
By:----------------------------
James R. Elsesser
Vice President and Chief
Financial Officer
Date: February 13, 1997
<PAGE> 12
<TABLE>
EXHIBIT INDEX
-------------
<CAPTION>
Exhibits
- --------
<C> <S>
EX-11 Computation of Earnings Per Share
EX-27 Financial data schedule for 1st Quarter 1997
</TABLE>
<PAGE> 1
<TABLE>
Exhibit 11
RALSTON PURINA COMPANY
COMPUTATION OF EARNINGS PER SHARE
(IN MILLIONS EXCEPT PER SHARE DATA)
<CAPTION>
QUARTER ENDED DECEMBER 31,
--------------------------
1996 1995
---- ----
<S> <C> <C>
EARNINGS PER COMMON SHARE OUTSTANDING
Net earnings $ 137.4 $ 128.5
Dividend on Series A ESOP convertible
preferred stock, net of taxes (3.4) (3.6)
--------- ---------
Earnings available to common shareholders $ 134.0 $ 124.9
========= =========
Weighted average shares - primary
earnings per share calculation 101.9 <F*> 101.7 <F*>
========= =========
Earnings per common share outstanding $ 1.32 $ 1.23
========= =========
EARNINGS PER SHARE ASSUMING FULL DILUTION
Net earnings $ 137.4 $ 128.5
Adjustments to net earnings to reflect assumed
ESOP preferred stock conversion (0.9) (1.1)
--------- ---------
Net earnings for fully diluted earnings per share calculation $ 136.5 $ 127.4
========= =========
Weighted average number of common shares outstanding 101.9 <F*> 101.7 <F*>
Convertible preferred stock 6.6 7.0
Dilutive effect of stock options 1.9 1.6
Dilutive effect of deferred compensation awards 0.4 0.2
--------- ---------
Weighted average shares - fully diluted earnings
per share calculation 110.8 110.5
========== ==========
Earnings per share assuming full dilution $ 1.23 $ 1.15
========= =========
<FN>
<F*> Excludes 4,245,000 and 4,154,000 shares held in Grantor Trust at December 31, 1996 and 1995,
respectively.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
12/31/96 RALSTON PURINA CO. BALANCE SHEET & STMT OF EARNINGS & IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STMTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 106,000
<SECURITIES> 0
<RECEIVABLES> 1,016,300
<ALLOWANCES> 37,700
<INVENTORY> 764,200
<CURRENT-ASSETS> 2,001,400
<PP&E> 2,854,200
<DEPRECIATION> 1,373,100
<TOTAL-ASSETS> 4,961,700
<CURRENT-LIABILITIES> 1,933,700
<BONDS> 1,411,800
<COMMON> 11,500
317,700
0
<OTHER-SE> 817,000
<TOTAL-LIABILITY-AND-EQUITY> 4,961,700
<SALES> 1,760,300
<TOTAL-REVENUES> 1,760,300
<CGS> 1,047,000
<TOTAL-COSTS> 1,047,000
<OTHER-EXPENSES> 463,400
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 44,200
<INCOME-PRETAX> 205,700
<INCOME-TAX> 76,100
<INCOME-CONTINUING> 137,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 137,400
<EPS-PRIMARY> 1.32
<EPS-DILUTED> 1.23
<FN>
LOSS - PROVISION INCLUDED IN OTHER-EXPENSE ABOVE.
</TABLE>
