Attached files
file | filename |
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8-K - FORM 8-K - RALCORP HOLDINGS INC /MO | c55517e8vk.htm |
EX-23.1 - EX-23.1 - RALCORP HOLDINGS INC /MO | c55517exv23w1.htm |
EX-99.2 - EX-99.2 - RALCORP HOLDINGS INC /MO | c55517exv99w2.htm |
Exhibit 99.1
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF MANAGEMENT RESPONSIBILITIES
Management of Ralcorp Holdings, Inc. is responsible for the fairness and accuracy of the
consolidated financial statements. The statements have been prepared in accordance with accounting
principles generally accepted in the United States, and in the opinion of management, the financial
statements present fairly the Companys financial position, results of operations and cash flows.
Management has established and maintains accounting and internal control systems that it
believes are adequate to provide reasonable assurance that assets are safeguarded against loss from
unauthorized use or disposition and that the financial records are reliable for preparing financial
statements. The selection and training of qualified personnel, the establishment and communication
of accounting and administrative policies and procedures and our Standards of Business Conduct for
Officers and Employees are important elements of these control systems. We maintain a strong
internal audit program that independently evaluates the adequacy and effectiveness of internal
controls. Appropriate actions are taken by management to correct any control weaknesses identified
in the audit process.
The Board of Directors, through its Audit Committee consisting solely of independent
directors, meets periodically with management and the independent registered public accounting firm
to discuss internal control, auditing and financial reporting matters. To ensure independence,
PricewaterhouseCoopers LLP has direct access to the Audit Committee.
The Audit Committee reviewed and approved the Companys annual financial statements and
recommended to the full Board of Directors that they be included in the Annual Report.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Ralcorp Holdings, Inc. is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange
Act of 1934. Under the supervision and with the participation of management, including the
Co-Chief Executive Officers and Controller and Chief Accounting Officer, we conducted an evaluation
of the effectiveness of our internal controls over financial reporting based on the criteria
established in Internal Control Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the evaluation under this framework, management
concluded that our internal control over financial reporting was effective as of September 30, 2009
at the reasonable assurance level. We have excluded Harvest Manor Farms, LLC from the assessment
of internal control over financial reporting as of September 30, 2009 because it was acquired by
the Company in a purchase business combination during 2009. Harvest Manors assets and revenues
represented 1% and 2%, respectively, of the related consolidated financial statement amounts as of
and for the year ended September 30, 2009. The effectiveness of our internal control over
financial reporting as of September 30, 2009 has been audited by PricewaterhouseCoopers LLP, an
independent registered public accounting firm, as stated in their report (on the following page).
/s/ Kevin J. Hunt
|
/s/ David P. Skarie | /s/ Thomas G. Granneman | ||
Kevin J. Hunt Co-Chief Executive Officer |
David P. Skarie Co-Chief Executive Officer |
Thomas G. Granneman Controller and Chief Accounting Officer |
November 30, 2009
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Ralcorp Holdings, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated
statements of earnings, of cash flows, and of shareholders equity present fairly, in all material
respects, the financial position of Ralcorp Holdings, Inc. and its subsidiaries at September 30,
2009 and 2008, and the results of their operations and their cash flows for each of the three years
in the period ended September 30, 2009 in conformity with accounting principles generally accepted
in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of September 30, 2009, based on
criteria established in Internal Control Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is
responsible for these financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial
reporting, included in Managements Report on Internal Control over Financial Reporting. Our
responsibility is to express opinions on these financial statements and on the Companys internal
control over financial reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our audits of the
financial statements included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our
audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audits also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our opinions.
A companys internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A companys internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the companys assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
As described in Managements Report on Internal Control Over Financial Reporting, management
has excluded Harvest Manor Farms, LLC from its assessment of internal control over financial
reporting as of September 30, 2009 because it was acquired by the Company in a purchase business
combination during fiscal 2009. We have also excluded Harvest Manor Farms, LLC from our audit of
internal control over financial reporting. Harvest Manor Farms, LLC is a wholly owned subsidiary,
with total assets and total revenues representing 1% and 2% of the related consolidated financial
statement amounts as of and for the year ended September 30, 2009.
/s/ PricewaterhouseCoopers llp | ||||
St. Louis, MO | ||||
November 30, 2009, except as it relates to the segment information as discussed in Note 19 and except as it relates to the condensed consolidating financial information discussed in Note 22, as to which the date is February 5, 2010 |
2
RALCORP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in millions except per share data, shares in thousands)
Year Ended September 30, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Net Sales |
$ | 3,891.9 | $ | 2,824.4 | $ | 2,233.4 | ||||||
Cost of products sold |
(2,834.1 | ) | (2,318.1 | ) | (1,819.2 | ) | ||||||
Gross Profit |
1,057.8 | 506.3 | 414.2 | |||||||||
Selling, general and administrative expenses |
(609.0 | ) | (328.4 | ) | (252.8 | ) | ||||||
Interest expense, net |
(99.0 | ) | (54.6 | ) | (42.3 | ) | ||||||
Gain (loss) on forward sale contracts |
17.6 | 111.8 | (87.7 | ) | ||||||||
Gain on sale of securities |
70.6 | 7.1 | | |||||||||
Restructuring charges |
(.5 | ) | (1.7 | ) | (.9 | ) | ||||||
Earnings before Income Taxes and Equity Earnings |
437.5 | 240.5 | 30.5 | |||||||||
Income taxes |
(156.9 | ) | (86.7 | ) | (7.5 | ) | ||||||
Earnings before Equity Earnings |
280.6 | 153.8 | 23.0 | |||||||||
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes |
9.8 | 14.0 | 8.9 | |||||||||
Net Earnings |
$ | 290.4 | $ | 167.8 | $ | 31.9 | ||||||
Basic Earnings per Share |
$ | 5.16 | $ | 5.51 | $ | 1.20 | ||||||
Diluted Earnings per Share |
$ | 5.09 | $ | 5.38 | $ | 1.17 | ||||||
Weighted Average Shares
for Basic Earnings per Share |
56,166 | 30,321 | 26,382 | |||||||||
Dilutive effect of: |
||||||||||||
Stock options |
437 | 560 | 562 | |||||||||
Restricted stock awards |
207 | 98 | 39 | |||||||||
Stock appreciation rights |
151 | 89 | 67 | |||||||||
Weighted Average Shares
for Diluted Earnings per Share |
56,961 | 31,068 | 27,050 | |||||||||
See accompanying Notes to Consolidated Financial Statements.
3
RALCORP HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In millions except share and per share data)
September 30, | ||||||||
2009 | 2008 | |||||||
Assets |
||||||||
Current Assets |
||||||||
Cash and cash equivalents |
$ | 282.8 | $ | 14.1 | ||||
Marketable securities |
12.0 | 9.2 | ||||||
Investment in Ralcorp Receivables Corporation |
134.4 | 56.5 | ||||||
Receivables, net |
135.9 | 160.1 | ||||||
Due from Kraft Foods Inc. |
| 49.0 | ||||||
Inventories |
365.9 | 337.0 | ||||||
Deferred income taxes |
10.6 | 16.5 | ||||||
Prepaid expenses and other current assets |
12.6 | 5.4 | ||||||
Total Current Assets |
954.2 | 647.8 | ||||||
Investment in Vail Resorts, Inc. |
| 126.0 | ||||||
Property, Net |
913.1 | 903.1 | ||||||
Goodwill |
2,386.6 | 2,454.3 | ||||||
Other Intangible Assets, Net |
1,172.2 | 1,189.5 | ||||||
Other Assets |
26.1 | 23.2 | ||||||
Total Assets |
$ | 5,452.2 | $ | 5,343.9 | ||||
Liabilities and Shareholders Equity |
||||||||
Current Liabilities |
||||||||
Accounts and notes payable |
$ | 240.4 | $ | 204.7 | ||||
Due to Kraft Foods Inc. |
13.6 | | ||||||
Other current liabilities |
225.0 | 187.2 | ||||||
Total Current Liabilities |
479.0 | 391.9 | ||||||
Long-term Debt |
1,611.4 | 1,668.8 | ||||||
Deferred Income Taxes |
464.6 | 601.6 | ||||||
Other Liabilities |
191.6 | 270.1 | ||||||
Total Liabilities |
2,746.6 | 2,932.4 | ||||||
Commitments and Contingencies |
||||||||
Shareholders Equity |
||||||||
Common stock, par value $.01 per share |
||||||||
Authorized: 300,000,000 shares |
||||||||
Issued: 63,476,635 shares |
.6 | .6 | ||||||
Additional paid-in capital |
1,931.4 | 1,919.6 | ||||||
Common stock in treasury, at cost (6,840,231
and 7,195,555 shares, respectively) |
(244.8 | ) | (257.3 | ) | ||||
Retained earnings |
1,059.3 | 768.9 | ||||||
Accumulated other comprehensive loss |
(40.9 | ) | (20.3 | ) | ||||
Total Shareholders Equity |
2,705.6 | 2,411.5 | ||||||
Total Liabilities and Shareholders
Equity |
$ | 5,452.2 | $ | 5,343.9 | ||||
See accompanying Notes to Consolidated Financial Statements.
4
RALCORP HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Year Ended September 30, | ||||||||||||
2009 | 2008 | 2007 | ||||||||||
Cash Flows from Operating Activities |
||||||||||||
Net earnings |
$ | 290.4 | $ | 167.8 | $ | 31.9 | ||||||
Adjustments to reconcile net earnings to net
cash flow provided by operating activities: |
||||||||||||
Depreciation and amortization |
144.7 | 99.5 | 82.4 | |||||||||
Sale of receivables, net |
(50.0 | ) | 4.2 | 45.8 | ||||||||
Equity in earnings of Vail Resorts, Inc. |
(15.4 | ) | (21.7 | ) | (13.7 | ) | ||||||
(Gain) loss on forward sale contracts |
(17.6 | ) | (111.8 | ) | 87.7 | |||||||
Deferred income taxes |
(40.3 | ) | 13.1 | (33.0 | ) | |||||||
Stock-based compensation expense |
13.4 | 11.5 | 8.2 | |||||||||
Gain on sale of securities |
(70.6 | ) | (7.1 | ) | | |||||||
Other changes in current assets and liabilities, net
of effects of business acquisitions: |
||||||||||||
Decrease (increase) in receivables |
9.2 | (86.4 | ) | 15.5 | ||||||||
Change in due to/from Kraft Foods Inc. |
62.6 | (49.0 | ) | | ||||||||
Increase in inventories |
(9.8 | ) | (6.6 | ) | (14.7 | ) | ||||||
(Increase) decrease in prepaid expenses and other current assets |
(2.2 | ) | (1.1 | ) | 5.7 | |||||||
(Decrease) increase in accounts payable and other current liabilities |
(19.6 | ) | 121.2 | (4.7 | ) | |||||||
Other, net |
31.9 | (.8 | ) | 6.5 | ||||||||
Net Cash Provided by Operating Activities |
326.7 | 132.8 | 217.6 | |||||||||
Cash Flows from Investing Activities |
||||||||||||
Business acquisitions, net of cash acquired |
(55.0 | ) | (20.3 | ) | (331.9 | ) | ||||||
Additions to property and intangible assets |
(115.0 | ) | (62.5 | ) | (51.7 | ) | ||||||
Proceeds from sale of property |
.1 | .2 | .2 | |||||||||
Purchases of securities |
(16.2 | ) | (38.8 | ) | (8.9 | ) | ||||||
Proceeds from sale or maturity of securities |
95.9 | 50.4 | 4.8 | |||||||||
Net Cash Used by Investing Activities |
(90.2 | ) | (71.0 | ) | (387.5 | ) | ||||||
Cash Flows from Financing Activities |
||||||||||||
Proceeds from issuance of long-term debt |
400.0 | | 200.0 | |||||||||
Repayment of long-term debt |
(389.7 | ) | (39.7 | ) | (29.0 | ) | ||||||
Net (repayments) borrowings under credit arrangements |
(22.1 | ) | (20.0 | ) | 40.0 | |||||||
Advance proceeds from forward sale of securities |
| | 29.5 | |||||||||
Purchase of treasury stock |
| (5.6 | ) | (78.8 | ) | |||||||
Proceeds and tax benefits from exercise of stock awards |
15.2 | 3.9 | 5.5 | |||||||||
Change in book cash overdrafts |
27.8 | 4.5 | (7.2 | ) | ||||||||
Other, net |
(1.3 | ) | .1 | | ||||||||
Net Cash Provided (Used) by Financing Activities |
29.9 | (56.8 | ) | 160.0 | ||||||||
Effect of Exchange Rate Changes on Cash |
2.3 | (.8 | ) | .7 | ||||||||
Net Increase (Decrease) in Cash and Cash Equivalents |
268.7 | 4.2 | (9.2 | ) | ||||||||
Cash and Cash Equivalents, Beginning of Year |
14.1 | 9.9 | 19.1 | |||||||||
Cash and Cash Equivalents, End of Year |
$ | 282.8 | $ | 14.1 | $ | 9.9 | ||||||
See accompanying Notes to Consolidated Financial Statements.
5
RALCORP
HOLDINGS, INC.
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
(Dollars in millions except per share data, shares in thousands)
Accum. Other | ||||||||||||||||||||||||
Additional | Common | Comprehensive | ||||||||||||||||||||||
Common | Paid-In | Stock in | Retained | Income | ||||||||||||||||||||
Stock | Capital | Treasury | Earnings | (Loss) | Total | |||||||||||||||||||
Balance, September 30, 2006 |
$ | .3 | $ | 118.3 | $ | (187.7 | ) | $ | 569.2 | $ | (23.7 | ) | $ | 476.4 | ||||||||||
Net earnings |
31.9 | 31.9 | ||||||||||||||||||||||
Minimum pension liability
adjustment, net of $16.7 tax expense |
28.9 | 28.9 | ||||||||||||||||||||||
Cash flow hedging adjustments,
net of $10.5 tax expense |
17.7 | 17.7 | ||||||||||||||||||||||
Foreign currency translation adjustment |
14.6 | 14.6 | ||||||||||||||||||||||
Comprehensive income |
93.1 | |||||||||||||||||||||||
Adjustment to initially apply
FAS 158, net of $12.1 tax benefit |
(20.2 | ) | (20.2 | ) | ||||||||||||||||||||
Stock purchased (1,382 shares) |
(78.8 | ) | (78.8 | ) | ||||||||||||||||||||
Stock options & stock appreciation
rights exercised (154 shares) |
.2 | 4.8 | 5.0 | |||||||||||||||||||||
Restricted stock issued (142 shares) |
(4.4 | ) | 4.4 | | ||||||||||||||||||||
Stock-based compensation expense |
8.2 | 8.2 | ||||||||||||||||||||||
Activity under deferred
compensation plans (15 shares) |
(.7 | ) | .4 | (.3 | ) | |||||||||||||||||||
Balance, September 30, 2007 |
$ | .3 | $ | 121.6 | $ | (256.9 | ) | $ | 601.1 | $ | 17.3 | $ | 483.4 | |||||||||||
Net earnings |
167.8 | 167.8 | ||||||||||||||||||||||
Benefit plan adjustment,
net of $.9 tax expense |
1.3 | 1.3 | ||||||||||||||||||||||
Cash flow hedging adjustments,
net of $18.4 tax benefit |
(31.5 | ) | (31.5 | ) | ||||||||||||||||||||
Foreign currency translation adjustment |
(7.4 | ) | (7.4 | ) | ||||||||||||||||||||
Comprehensive income |
130.2 | |||||||||||||||||||||||
Common stock issued (30,466 shares) |
.3 | 1,788.1 | 1,788.4 | |||||||||||||||||||||
Stock purchased (100 shares) |
(5.6 | ) | (5.6 | ) | ||||||||||||||||||||
Stock options & stock appreciation
rights exercised (100 shares) |
.4 | 3.5 | 3.9 | |||||||||||||||||||||
Restricted stock issued (30 shares) |
(1.1 | ) | 1.1 | | ||||||||||||||||||||
Stock-based compensation expense |
11.4 | 11.4 | ||||||||||||||||||||||
Activity under deferred
compensation plans (16 shares) |
(.8 | ) | .6 | (.2 | ) | |||||||||||||||||||
Balance, September 30, 2008 |
$ | .6 | $ | 1,919.6 | $ | (257.3 | ) | $ | 768.9 | $ | (20.3 | ) | $ | 2,411.5 | ||||||||||
Net earnings |
290.4 | 290.4 | ||||||||||||||||||||||
Benefit plan adjustment,
net of $14.5 tax benefit |
(20.7 | ) | (20.7 | ) | ||||||||||||||||||||
Cash flow hedging adjustments,
net of $.3 tax expense |
3.2 | 3.2 | ||||||||||||||||||||||
Foreign currency translation adjustment |
(3.1 | ) | (3.1 | ) | ||||||||||||||||||||
Comprehensive income |
269.8 | |||||||||||||||||||||||
Stock options & stock appreciation
rights exercised (402 shares) |
(2.2 | ) | 14.4 | 12.2 | ||||||||||||||||||||
Restricted stock issued, net (48 shares) |
.9 | (1.9 | ) | (1.0 | ) | |||||||||||||||||||
Stock-based compensation expense |
12.2 | 12.2 | ||||||||||||||||||||||
Activity under deferred
compensation plans (2 shares) |
.9 | | .9 | |||||||||||||||||||||
Balance, September 30, 2009 |
$ | .6 | $ | 1,931.4 | $ | (244.8 | ) | $ | 1,059.3 | $ | (40.9 | ) | $ | 2,705.6 | ||||||||||
See accompanying Notes to Consolidated Financial Statements.
6
RALCORP HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions except per share data)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation The financial statements are presented on a consolidated basis and
include the accounts of Ralcorp and its majority-owned subsidiaries, except Ralcorp Receivables
Corporation (see Note 10). All significant intercompany transactions have been eliminated. The
Companys investment in Vail Resorts, Inc. was presented on the equity basis through June 2009 (see
Note 5).
Estimates The financial statements have been prepared in conformity with generally accepted
accounting principles, which require management to make estimates and assumptions that affect
reported amounts and disclosures. Actual results could differ from those estimates and
assumptions.
Cash Equivalents include all highly liquid investments with original maturities of less than
three months.
Receivables are reported at net realizable value. This value includes appropriate allowances
for doubtful accounts, cash discounts, and other amounts which the Company does not ultimately
expect to collect. The Company calculates the allowance for doubtful accounts based on historical
losses and the economic status of, and its relationship with, its customers, especially those
identified as at risk. A receivable is considered past due if payments have not been received
within the agreed upon invoice terms. Receivables are written off against the allowance when the
customer files for bankruptcy protection or is otherwise deemed to be uncollectible based upon the
Companys evaluation of the customers solvency. The Companys primary concentration of credit
risk is related to certain trade accounts receivable due from several highly leveraged or at risk
customers. At September 30, 2009 and 2008, the amount of such receivables was immaterial.
Consideration was given to the economic status of these customers when determining the appropriate
allowance for doubtful accounts (see Note 11) and the fair value of the Companys subordinated
retained interest in accounts receivable (see Note 10).
Inventories are generally valued at the lower of average cost (determined on a first-in,
first-out basis) or market. Reported amounts have been reduced by an allowance for obsolete
product and packaging materials based on a review of inventories on hand compared to estimated
future usage and sales (see Note 9 and Note 11).
Derivative Financial Instruments and Hedging We enter into derivative contracts as economic
hedges. Hedge accounting is only applied when the derivative is deemed to be highly effective at
offsetting changes in fair values or anticipated cash flows of the hedged item or transaction.
Earnings impacts for all designated hedges are reported in the statement of earnings within the
same line item as the gain or loss on the item being hedged. Since the hedging activities relate
to operations, related cash flows are included in the statement of cash flows in cash flows from
operating activities. For a fair value hedge of a recognized asset or liability or unrecognized
firm commitment, the entire change in fair value of the derivative is recorded in earnings as
incurred. For a cash flow hedge of an anticipated transaction, the ineffective portion of the
change in fair value of the derivative is recorded in earnings as incurred, whereas the effective portion is deferred in accumulated other comprehensive
income in the balance sheet until the transaction is realized, at which time any deferred hedging
gains or losses are recorded in earnings. For more information about our hedging activities, see
Note 12.
7
Property is recorded at cost, and depreciation expense is generally provided on a
straight-line basis over the estimated useful lives of the properties. Estimated useful lives
range from 3 to 15 years for machinery and equipment and 10 to 50 years for buildings and leasehold
improvements. Total depreciation expense was $102.9, $70.3, and $58.7 in fiscal 2009, 2008, and
2007, respectively. Repair and maintenance costs incurred in connection with planned major
maintenance activities are accounted for under the direct expensing method. At September 30,
property consisted of:
2009 | 2008 | |||||||
Land |
$ | 26.9 | $ | 26.9 | ||||
Buildings and leasehold improvements |
279.4 | 266.5 | ||||||
Machinery and equipment |
1,076.3 | 996.0 | ||||||
Construction in progress |
76.2 | 60.9 | ||||||
1,458.8 | 1,350.3 | |||||||
Accumulated depreciation |
(545.7 | ) | (447.2 | ) | ||||
$ | 913.1 | $ | 903.1 | |||||
Other Intangible Assets consist of computer software purchased or developed for internal use
and customer relationships, trademarks, computer software, and miscellaneous intangibles acquired
in business combinations (see Note 2). Amortization expense related to intangible assets, which is
provided on a straight-line basis over the estimated useful lives of the assets, was $41.8, $29.2,
and $23.7 in fiscal 2009, 2008, and 2007, respectively. For the intangible assets recorded as of
September 30, 2009, amortization expense of $43.4, $40.9, $40.4, $39.2, and $35.3 is scheduled for
fiscal 2010, 2011, 2012, 2013, and 2014, respectively. Other intangible assets consisted of:
September 30, 2009 | September 30, 2008 | |||||||||||||||||||||||
Carrying | Accum. | Net | Carrying | Accum. | Net | |||||||||||||||||||
Amount | Amort. | Amount | Amount | Amort. | Amount | |||||||||||||||||||
Computer software |
$ | 52.8 | $ | (30.1 | ) | $ | 22.7 | $ | 34.7 | $ | (24.2 | ) | $ | 10.5 | ||||||||||
Customer relationships |
421.2 | (82.0 | ) | 339.2 | 422.2 | (54.4 | ) | 367.8 | ||||||||||||||||
Trademarks/brands |
816.0 | (12.7 | ) | 803.3 | 808.4 | (6.3 | ) | 802.1 | ||||||||||||||||
Other |
13.1 | (6.1 | ) | 7.0 | 13.1 | (4.0 | ) | 9.1 | ||||||||||||||||
$ | 1,303.1 | $ | (130.9 | ) | $ | 1,172.2 | $ | 1,278.4 | $ | (88.9 | ) | $ | 1,189.5 | |||||||||||
Recoverability of Assets The Company continually evaluates whether events or circumstances
have occurred which might impair the recoverability of the carrying value of its assets, including
property, identifiable intangibles, goodwill, and investment in Ralcorp
Receivables Corporation. An asset is deemed impaired and written down to its fair value if
estimated related future cash flows are less than its carrying amount.
Investments The Company funds a portion of its deferred compensation liability by investing
in certain mutual funds in the same amounts as selected by the participating employees. Because
managements intent is to invest in a manner that matches the deferral options chosen by the
participants and those participants can elect to transfer amounts in or out of each of the
designated deferral options at any time, these investments have been classified as trading assets
and are stated at fair value in Other Assets. Both realized and unrealized gains and losses on
these assets are included in Selling, general and administrative expenses and offset the related
change in the deferred compensation liability.
Revenue is recognized when title of goods is transferred to the customer, as specified by the
shipping terms. Net sales reflect gross sales, including amounts billed to customers for shipping
and handling, less sales discounts and allowances. Products are generally sold with no right of
return except in the case of goods which do not meet product specifications or are damaged, and
related reserves are maintained based on return history. If additional rights of return are
granted, revenue recognition is deferred. Estimated reductions to revenue for customer incentive
offerings are based upon customers redemption history.
Cost of Products Sold includes, among other things, inbound and outbound freight costs and
depreciation expense related to assets used in production, while storage and other warehousing
costs are included in Selling, general, and administrative expenses. Storage and other
warehousing costs totaled $69.3, $63.0, and $57.3 in fiscal 2009, 2008, and 2007, respectively.
Advertising, Repair, and Maintenance Costs are expensed as incurred.
8
Stock-based Compensation The Company recognizes the cost of employee services received in
exchange for awards of equity instruments based on the grant-date fair value of those awards (with
limited exceptions). That cost will be recognized over the period during which an employee is
required to provide service in exchange for the award the requisite service period (usually the
vesting period). The Company followed the nominal vesting period approach prior to October 1, 2005
(for pro forma disclosure purposes) and must continue following that approach for awards
outstanding as of that date, but applies the non-substantive vesting period approach to new grants
that have retirement eligibility provisions. See Note 18 for disclosures related to stock-based
compensation.
Income Tax Expense is estimated based on taxes in each jurisdiction and includes the effects
of both current tax exposures and the temporary differences resulting from differing treatment of
items for tax and financial reporting purposes. These temporary differences result in deferred tax
assets and liabilities. A valuation allowance is established against the related deferred tax
assets to the extent that it is not more likely than not that the future benefits will be realized.
Reserves are recorded for estimated exposures associated with the Companys tax filing positions,
which are subject to periodic audits by governmental taxing authorities. Interest due to an
underpayment of income taxes is classified as income taxes. The Company considers the
undistributed earnings of its foreign subsidiaries to be permanently invested, so no U.S. taxes
have been provided for those earnings. See Note 4 for disclosures related to income taxes.
Recently Issued Accounting Standards Significant developments in accounting rules are
discussed below.
In June 2009, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (FAS) 168, The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles a replacement of FASB Statement No. 162. The
Accounting Standards Codification (ASC) combines all authoritative standards into a comprehensive,
topically organized online database. Following this Statement, which is now included in ASC Topic
105, Generally Accepted Accounting Principles (GAAP), the
FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging
Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates (ASU) to update
the ASC. Since the launch of the ASC on July 1, 2009, only one level of authoritative U.S. GAAP
for non-governmental entities exists, other than guidance issued by the Securities and Exchange
Commission. This Statement became effective for Ralcorps annual and interim reporting periods
ending after September 15, 2009, but did not have a material impact on the Companys financial
statements.
In September 2006, the FASB issued (FAS) 157, Fair Value Measurements, now included in ASC
Topic 820, Fair Value Measurements and Disclosures. This Statement defines fair value,
establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value
measurements. This Statement was effective for Ralcorp as of October 1, 2008; but, FSP FAS 157-2
(also included in ASC 820) permitted a one-year deferral for non-financial assets and liabilities
not recognized or disclosed at fair value in the financial statements on a recurring basis (at
least annually). The adoption of ASC 820 for financial assets and liabilities did not have a
material impact on the Companys results of operations or financial position, and we do not believe
the adoption of ASC 820 for non-financial assets and liabilities, effective October 1, 2009, will
have a material impact on our consolidated financial statements. Required disclosures are included
in Note 13.
In February 2007, the FASB issued FAS 159, The Fair Value Option for Financial Assets and
Financial Liabilities, now included in ASC Topic 825, Financial Instruments. This Statement
permits entities to choose to measure many financial instruments and certain other items at fair
value. This Statement was effective as of the beginning of Ralcorps 2009 fiscal year, but it did
not have an effect on our consolidated financial statements as we did not elect this fair value
option for any items.
In December 2007, the FASB issued FAS 141(R), Business Combinations, now included in ASC
Topic 805, Business Combinations, which replaces FAS 141. This Statement establishes principles
and requirements for how an acquirer in a business combination recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed, and any controlling
interest; recognizes and measures the goodwill acquired in the business combination or a gain from
a bargain purchase; and determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of business combinations. This Statement
is effective for acquisitions completed after the beginning of Ralcorps 2010 fiscal year.
In March 2008, the FASB issued FAS 161, Disclosures about Derivative Instruments and Hedging
Activities, now included in ASC Topic 815, Derivatives and Hedging. This Statement changes the
disclosure requirements for derivative instruments and hedging activities to include enhanced
disclosures about how and why an entity uses derivative instruments, how derivative instruments and
related hedged items are accounted for, and how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and
9
cash flows. This Statement was
effective for Ralcorp beginning with its financial statements for March 31, 2009. Required
disclosures are included in Note 12.
In April 2008, the FASB issued FSP FAS 142-3, Determination of the Useful Life of Intangible
Assets, now included in ASC Topic 350, Intangibles-Goodwill and Other, which amends the factors
that should be considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FAS 142, Goodwill and Other Intangible Assets.
This FSP will be effective for financial statements issued for Ralcorps 2010 fiscal year. The
FSPs guidance for determining the useful life of a recognized intangible asset must be applied
prospectively to intangible assets acquired after the effective
date (October 1, 2009 for Ralcorp). The FSPs disclosure requirements must be applied
prospectively to all intangible assets recognized as of, and subsequent to, the effective date.
In April 2009, the FASB issued FSP 157-4, FSP FAS 107-1 and APB 28-1, and FSP FAS 115-2 and
FAS 124-2, all of which were effective for Ralcorp beginning in the third quarter of fiscal 2009.
FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability
Have Significantly Decreased and Identifying Transactions That Are Not Orderly, now included in
ASC Topic 820, Fair Value Measurements and Disclosures, provides guidelines for making fair value
measurements more consistent with the principles presented in FAS 157 (also included in ASC Topic
820). FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments,
now included in ASC Topic 270, Interim Reporting, enhances consistency in financial reporting by
increasing the frequency of fair value disclosures. FSP FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments, now included in ASC Topic 320, Investments -
Debt and Equity Securities, provides additional guidance designed to create greater clarity and
consistency in accounting for and presenting impairment losses on securities. The adoption of
these FSPs did not have a material impact on the Companys financial statements.
In May 2009, the FASB issued FAS 165, Subsequent Events, now included in ASC Topic 855,
Subsequent Events. This Statement introduces the concept of financial statements being available
to be issued. It requires the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, that is, whether the date represents the date the
financial statements were issued or were available to be issued. This disclosure should alert all
users of financial statements that an entity has not evaluated subsequent events after that date in
the set of financial statements being presented. The Company adopted this standard for the interim
reporting period ended June 30, 2009. The adoption of this statement did not have a material
impact on the Companys financial statements.
In June 2009, the FASB issued FAS 166, Accounting for Transfers of Financial Assets an
Amendment of FASB Statement No. 140, now included in ASC Topic 860, Transfers and Servicing.
The standard eliminates the concept of a qualifying special-purpose entity, creates more stringent
conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other
sale-accounting criteria, and changes the initial measurement of a transferors interest in
transferred financial assets. This Statement will be effective for Ralcorps 2011 fiscal year.
The Company is currently evaluating the impact of the adoption of this Statement.
In June 2009, the FASB issued FAS 167, Amendments to FASB Interpretation No. 46(R), now
included in ASC Topic 810, Consolidation. The new standard eliminates FASB Interpretation 46(R)
(FIN 46(R)) exceptions for consolidating qualifying special-purpose entities, contains new criteria
for determining the primary beneficiary, and increases the frequency of required reassessments to
determine whether a company is the primary beneficiary of a variable interest entity. ASC 810 also
contains a new requirement that any term, transaction, or arrangement that does not have a
substantive effect on an entitys status as a variable interest entity, a companys power over a
variable interest entity, or a companys obligation to absorb losses or its right to receive
benefits of an entity must be disregarded in applying FIN 46(R) provisions. The elimination of the
qualifying special-purpose entity concept and its consolidation exceptions means more entities will
be subject to consolidation assessments and reassessments. This Statement requires additional
disclosures regarding an entitys involvement in a variable interest entity. This Statement is
effective for Ralcorps 2011 fiscal year. The Company is currently evaluating the impact of the
adoption of this statement.
Reclassifications Certain prior years amounts have been reclassified to conform to the
current years presentation.
10
NOTE 2 ACQUISITIONS AND GOODWILL
Each of the following acquisitions was accounted for using the purchase method of accounting,
whereby the results of operations of each of the following acquisitions are included in the
consolidated statements of earnings from the date of acquisition. The purchase price, including
costs of acquisition, was allocated to acquired assets and liabilities based on their estimated
fair values at the date of acquisition, and any excess was allocated to goodwill, as shown in the
following table. For the fiscal 2009 acquisition of Harvest Manor Farms, the allocation is subject
to change pending the completion of certain valuations (primarily intangible assets and deferred
tax assets and liabilities).
Harvest | Post | Pastries | Bloomfield | Cottage | ||||||||||||||||
Manor | Foods | Plus | Bakers | Bakery | ||||||||||||||||
Cash |
$ | | $ | 73.3 | $ | | $ | 1.5 | $ | .1 | ||||||||||
Receivables |
14.2 | 2.6 | | 12.8 | 8.5 | |||||||||||||||
Inventories |
20.3 | 103.9 | .1 | 10.2 | 5.5 | |||||||||||||||
Other current assets |
.2 | | | .5 | .4 | |||||||||||||||
Property |
8.1 | 469.8 | .8 | 25.6 | 39.1 | |||||||||||||||
Goodwill |
14.8 | 1,794.8 | 10.6 | 47.3 | 57.6 | |||||||||||||||
Other intangible assets |
16.7 | 946.8 | | 55.4 | 83.5 | |||||||||||||||
Other assets |
| | | .2 | 15.2 | |||||||||||||||
Total assets acquired |
74.3 | 3,391.2 | 11.5 | 153.5 | 209.9 | |||||||||||||||
Accounts payable |
(10.4 | ) | | | (13.7 | ) | (11.0 | ) | ||||||||||||
Other current liabilities |
(4.6 | ) | (17.0 | ) | (.7 | ) | (1.4 | ) | (3.2 | ) | ||||||||||
Long-term debt |
| (964.5 | ) | | | | ||||||||||||||
Deferred income taxes |
| (448.0 | ) | | | 5.0 | ||||||||||||||
Other liabilities |
(.1 | ) | (74.0 | ) | (.4 | ) | (.8 | ) | (15.2 | ) | ||||||||||
Total liabilities assumed |
(15.1 | ) | (1,503.5 | ) | (1.1 | ) | (15.9 | ) | (24.4 | ) | ||||||||||
Net assets acquired |
$ | 59.2 | $ | 1,887.7 | $ | 10.4 | $ | 137.6 | $ | 185.5 | ||||||||||
Fiscal 2009
In a cash transaction on March 20, 2009, the Company acquired Harvest Manor Farms, LLC, a
leading manufacturer of high quality private label and Hoodys branded snack nuts with annual net
sales of approximately $180. Harvest Manor Farms operates a manufacturing facility in El Paso, TX
and is now part of Ralcorps Snacks, Sauces & Spreads segment. The assigned goodwill is deductible for tax purposes.
The purchase price allocation included $16.5 of customer relationships and trademarks subject to
amortization over a weighted average amortization period of approximately 13 years.
Fiscal 2008
On August 4, 2008, the Company acquired Post Foods from Kraft Foods Inc. Ralcorp issued
30,465,318 shares of its common stock and assumed $964.5 of debt. For accounting purposes, the
market price of the shares was assumed to be $58.70 per share, which was the average daily closing
market price for three business days before and after the announcement of the acquisition (November
15, 2007). Post Foods, which is included in the Cereals segment, is the third-largest branded
ready-to-eat cereal manufacturer in the U.S., with over 100 years of history in the industry. Post
Foods operates manufacturing facilities in Battle Creek, MI, Modesto, CA, Jonesboro, AR, and
Niagara Falls, ON (Canada). The assigned goodwill is not deductible for tax purposes. The
purchase price allocation included $701.7 of brand related intangibles assigned indefinite useful
lives as well as $245.1 of customer relationships, brand related intangibles, and other intangibles
subject to amortization over a weighted average amortization period of approximately 20 years.
Finished goods inventory acquired in the acquisition was valued essentially as if Ralcorp were a
distributor purchasing the inventory. This resulted in a one-time allocation of purchase price to
acquired inventory which was $23.4 higher than the historical manufacturing cost of the inventory.
All of the $23.4 inventory valuation adjustment was recognized in cost of products sold during
fiscal 2008. The Company is also incurring significant costs related to the transitioning of Post
Foods into Ralcorp operations, which are expected to continue into fiscal 2010. During fiscal
2009, the Company completed its analyses of deferred income tax liabilities, property, identifiable
intangibles, and other assets and liabilities acquired, and adjusted goodwill by a total of $80.9
(primarily due to a $77.9 reduction in estimated acquired deferred income tax liabilities).
11
Fiscal 2007
On August 14, 2007, the Company acquired certain assets and lease obligations of Pastries Plus
of Utah, Inc. in a cash transaction. Pastries Plus was a competing manufacturer of branded and
private label thaw-and-sell cookies with annual gross sales of approximately $10. The business was
integrated into the Lofthouse operations of the Frozen Bakery Products segment. The assigned
goodwill is deductible for tax purposes.
On March 16, 2007, the Company acquired Bloomfield Bakers and its affiliate, Lovin Oven
L.L.C., in a cash transaction. Bloomfield Bakers, which is included in Ralcorps Cereals segment,
is a leading manufacturer of nutritional and cereal bars and natural and organic specialty cookies,
crackers, and cereals. The acquired business, which had net sales of $188 for its fiscal year
ended December 31, 2006, operates two leased manufacturing facilities in Azusa and Los Alamitos, CA
and employs approximately 500 people. The assigned goodwill is deductible for tax purposes. The
purchase price allocation included $55.4 of customer relationships and other intangibles subject to
amortization over a weighted average amortization period of approximately 8 years.
On November 10, 2006, the Company acquired Cottage Bakery, Inc. in a cash transaction.
Cottage Bakery, a leading manufacturer of frozen par-baked breads and frozen dough sold in the
in-store bakery and foodservice channels, operates one manufacturing facility in Lodi, CA and
employs approximately 690 people. For its fiscal year ended June 30, 2006, Cottage Bakery had
gross sales of approximately $125. The acquired business, which enhanced Ralcorps existing frozen
bakery offerings, is reported within the Frozen Bakery Products segment. The assigned goodwill is
not deductible for tax purposes. The purchase price allocation included $83.5 of customer
relationships and other intangibles subject to amortization over a weighted average amortization
period of approximately 14 years.
Pro Forma Information
The following unaudited pro forma information shows Ralcorps results of operations as if the
fiscal 2009 and 2008 business combinations had been completed as of the beginning of each period
presented. These pro forma results may not necessarily reflect the actual results of operations
that would have been achieved, nor are they necessarily indicative of future results of operations.
2009 | 2008 | |||||||
Net sales |
$ | 3,977.8 | $ | 3,918.6 | ||||
Net earnings |
290.9 | 253.4 | ||||||
Basic earnings per share |
5.17 | 4.44 | ||||||
Diluted earnings per share |
5.09 | 4.45 |
Goodwill
The changes in the carrying amount of goodwill by reportable segment (see Note 19) were as
follows:
Frozen | Snacks, | |||||||||||||||
Bakery | Sauces | |||||||||||||||
Cereals | Products | & Spreads | Total | |||||||||||||
Balance, September 30, 2007 |
$ | 40.1 | $ | 351.0 | $ | 178.2 | $ | 569.3 | ||||||||
Goodwill acquired |
1,875.7 | | | 1,875.7 | ||||||||||||
Purchase price allocation adjustment |
7.1 | 4.9 | | 12.0 | ||||||||||||
Currency translation adjustment |
| (2.7 | ) | | (2.7 | ) | ||||||||||
Balance, September 30, 2008 |
$ | 1,922.9 | $ | 353.2 | $ | 178.2 | $ | 2,454.3 | ||||||||
Goodwill acquired |
| | 14.8 | 14.8 | ||||||||||||
Purchase price allocation adjustment |
(80.9 | ) | | | (80.9 | ) | ||||||||||
Income tax adjustments |
| (1.1 | ) | | (1.1 | ) | ||||||||||
Currency translation adjustment |
(.3 | ) | (.2 | ) | | (.5 | ) | |||||||||
Balance, September 30, 2009 |
$ | 1,841.7 | $ | 351.9 | $ | 193.0 | $ | 2,386.6 | ||||||||
12
NOTE 3 RESTRUCTURING CHARGES
In fiscal 2008, the Company closed its plant in Billerica, MA, and transferred the production
to other facilities within the Snacks, Sauces & Spreads segment. In addition to employee termination benefits for
approximately 90 employees, charges for this project included a write-off of abandoned property.
In fiscal 2007, the Company closed its plant in Blue Island, IL, terminating 86 employees, and
moved production to other facilities within the Frozen Bakery Products segment. In addition to
employee termination benefits, charges for this project included costs to clean up the facility and
a charge to write-off remaining inventories.
There were no significant restructuring reserves at September 30, 2009 or 2008. The following
table details the amounts included in the statements of earnings as Restructuring charges for
fiscal 2009, 2008, and 2007, along with the corresponding cumulative charges for these
restructuring projects through September 30, 2009. No significant future charges are expected for
any of these projects.
2009 | 2008 | 2007 | Cumulative | |||||||||||||
Billerica Employee termination benefits |
$ | | $ | 1.1 | $ | | $ | 1.1 | ||||||||
Billerica Write-off of abandoned property |
| .3 | | .3 | ||||||||||||
Blue Island Employee termination benefits |
| | .7 | .7 | ||||||||||||
Blue Island Other associated charges |
.5 | .3 | .2 | 1.0 | ||||||||||||
$ | .5 | $ | 1.7 | $ | .9 | $ | 3.1 | |||||||||
NOTE 4 INCOME TAXES
The provision for income taxes consisted of the following: |
2009 | 2008 | 2007 | ||||||||||
Current: |
||||||||||||
Federal |
$ | 178.1 | $ | 57.1 | $ | 40.9 | ||||||
State |
24.9 | 7.1 | 2.8 | |||||||||
Foreign |
(.2 | ) | .1 | 1.6 | ||||||||
202.8 | 64.3 | 45.3 | ||||||||||
Deferred: |
||||||||||||
Federal |
(38.3 | ) | 22.0 | (34.0 | ) | |||||||
State |
(2.6 | ) | 3.5 | (3.0 | ) | |||||||
Foreign |
(5.0 | ) | (3.1 | ) | (.8 | ) | ||||||
(45.9 | ) | 22.4 | (37.8 | ) | ||||||||
Income taxes |
156.9 | 86.7 | 7.5 | |||||||||
Deferred income taxes on equity earnings |
5.6 | 7.7 | 4.8 | |||||||||
Total provision for income taxes |
$ | 162.5 | $ | 94.4 | $ | 12.3 | ||||||
The foreign deferred income taxes shown above include benefits of operating loss carryforwards
of $10.5, $3.0, and $.5 in 2009, 2008, and 2007, respectively.
A reconciliation of income taxes with amounts computed at the statutory federal rate follows:
2009 | 2008 | 2007 | ||||||||||
Computed tax at federal statutory rate (35%) |
$ | 158.5 | $ | 91.7 | $ | 15.7 | ||||||
State income taxes, net of federal tax benefit |
17.7 | 7.9 | .1 | |||||||||
Domestic production activities deduction |
(7.2 | ) | (2.8 | ) | (1.1 | ) | ||||||
Adjustments to reserve for uncertain tax positions |
.4 | (.2 | ) | (1.9 | ) | |||||||
Other, net (none in excess of 5% of computed tax) |
(6.9 | ) | (2.2 | ) | (.5 | ) | ||||||
$ | 162.5 | $ | 94.4 | $ | 12.3 | |||||||
13
Deferred income taxes reflect the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. Deferred tax assets (liabilities) were as follows:
September 30, 2009 | September 30, 2008 | |||||||||||||||||||||||
Assets | Liabilities | Net | Assets | Liabilities | Net | |||||||||||||||||||
Current: |
||||||||||||||||||||||||
Accrued liabilities |
$ | 9.2 | $ | | $ | 9.2 | $ | 9.2 | $ | | $ | 9.2 | ||||||||||||
Inventories |
.1 | | .1 | 6.4 | | 6.4 | ||||||||||||||||||
Other items |
1.3 | | 1.3 | .9 | | .9 | ||||||||||||||||||
10.6 | | 10.6 | 16.5 | | 16.5 | |||||||||||||||||||
Noncurrent: |
||||||||||||||||||||||||
Property |
| (158.3 | ) | (158.3 | ) | | (223.8 | ) | (223.8 | ) | ||||||||||||||
Intangible assets |
| (417.4 | ) | (417.4 | ) | | (414.4 | ) | (414.4 | ) | ||||||||||||||
Equity investment in Vail |
| | | | (39.0 | ) | (39.0 | ) | ||||||||||||||||
Forward sale contracts |
| | | 2.0 | | 2.0 | ||||||||||||||||||
Pension |
18.9 | | 18.9 | 6.4 | | 6.4 | ||||||||||||||||||
Other postretirement benefits |
35.1 | | 35.1 | 32.9 | | 32.9 | ||||||||||||||||||
Deferred compensation |
13.0 | | 13.0 | 10.4 | | 10.4 | ||||||||||||||||||
Insurance reserves |
7.6 | | 7.6 | 8.1 | | 8.1 | ||||||||||||||||||
NOL and tax credit carryforwards |
17.5 | | 17.5 | 8.4 | | 8.4 | ||||||||||||||||||
Other items |
21.3 | | 21.3 | 11.7 | (.6 | ) | 11.1 | |||||||||||||||||
113.4 | (575.7 | ) | (462.3 | ) | 79.9 | (677.8 | ) | (597.9 | ) | |||||||||||||||
Total deferred taxes |
124.0 | (575.7 | ) | (451.7 | ) | 96.4 | (677.8 | ) | (581.4 | ) | ||||||||||||||
Valuation allowance (noncurrent) |
(2.3 | ) | (2.3 | ) | (3.7 | ) | (3.7 | ) | ||||||||||||||||
Net deferred taxes |
$ | 121.7 | $ | (575.7 | ) | $ | (454.0 | ) | $ | 92.7 | $ | (677.8 | ) | $ | (585.1 | ) | ||||||||
As of September 30, 2009, the Company had state operating loss carryforwards totaling
approximately $11.3, of which approximately $1.4 will expire in 2011-2013 and $9.9 will expire in
2023-2029, and foreign operating loss carryforwards totaling approximately $44.1, which will expire
in 2025-2029. As of September 30, 2009, the Company had state tax credit carryforwards totaling
approximately $2.0, of which approximately $1.6 have no expiration date and the remainder will
expire in 2016-2023. Due to the uncertainty of the realization of certain tax carryforwards
(specifically due to a lack of evidence that sufficient taxable income would be generated in
certain states), the Company carried a valuation allowance against these carryforward benefits in
the amount of $1.8 as of September 30, 2008 and $1.7 as of September 30, 2007), which was
managements estimate of the amount of deferred tax assets that were not more likely than not to be
realized. Based on significant increases in taxable income generated in the related states during
the year and expected for future years, the Company reduced this portion of its valuation allowance
to zero as of September 30, 2009.
For fiscal 2009, 2008, and 2007, total foreign source earnings or loss before income taxes was
less than $5.0. As of September 30, 2009, no provision for income taxes was made for approximately
$19.1 of the cumulative undistributed earnings of one of the Companys Canadian subsidiaries (other
than approximately $1.5 of Canadian withholding taxes paid), because those earnings are not taxable
in Canada (except for the withholding tax required by treaty) and would become taxable in the U.S.
only to the extent that they are repatriated in the future. Since the Company considers the
undistributed earnings to be permanently invested in Canada, the related deferred tax liability
(which is estimated to be approximately $6.7 as of September 30, 2009) has not been recorded, and a
valuation allowance was recorded against the foreign tax credit for the cumulative Canadian taxes
paid of $2.3, $1.8, and $1.0 as of September 30, 2009, 2008, and 2007, respectively.
14
The Company adopted the provisions of ASC 740, Income Taxes, related to unrecognized tax
benefits as of October 1, 2007. Unrecognized tax benefits at that date and related accrued
interest totaled approximately $1.8. Minor adjustments reduced the total amount to approximately
$1.6 at September 30, 2008 and then increased it to approximately $2.0 at September 30, 2009, all
of which would affect the effective tax rate if recognized. Federal returns for tax years after
September 30, 2006 remain subject to examination, along with various state returns for the past two
to seven years and Canadian returns for the past three years. Two state uncertainties are
currently being addressed with the state taxing authority and are expected to be resolved within
the next 12 months. Related unrecognized tax benefits totaling approximately $1.2 were classified
as Other current liabilities on the balance sheet as of September 30, 2009, while approximately
$.8 of unrecognized tax benefits were classified in Other Liabilities.
NOTE 5 EQUITY INVESTMENT IN VAIL RESORTS, INC.
On January 3, 1997, the Company sold its ski resorts holdings (Resort Operations) to Vail
Resorts, Inc. (Vail) in exchange for 7,554,406 shares of Vail common stock (NYSE:MTN). In March
2006, the Company sold 100,000 of its shares of Vail Resorts for a total of $3.8. The shares had a
carrying value of $1.2, so the transaction resulted in a $2.6 pre-tax gain. In August and
September 2008, the Company sold and additional 368,700 shares for a total of $13.7. The shares
had a carrying value of $6.6, so the transaction resulted in a $7.1 pre-tax gain. During 2009, the
Company sold its remaining 7,085,706 shares (including those subject to forward sale contracts, as
discussed in Note 6) for a total of $211.9. The shares had a carrying value of $141.3, so the
transactions resulted in a $70.6 gain. The Company held no shares of Vail Resorts at September 30,
2009. As of September 30, 2008, the carrying value of the Companys investment in Vail was $126.0
and the corresponding market value was $247.6.
Vails fiscal year ends July 31, so the Company reports equity earnings on a two-month time
lag. The Companys ownership percentage was 20.2% as of July 31, 2008. Until June 2009, the
equity method of accounting was appropriate because we had significant influence over Vail due to
our ownership percentage and the fact that two of the Companys directors (Messrs. Micheletto and
Stiritz) served as directors of Vail.
On January 3, 1997, the date of the exchange, the Companys equity interest in the underlying
net assets of Vail exceeded the net book value of the net assets contributed by the Company to Vail
by $37.5. This excess was being amortized ratably to the investment in Vail over an estimated 20
years and was reduced proportionally by sales of shares. The unamortized excess was $14.5 as of
September 30, 2008. The amount of retained earnings that represented undistributed earnings of
Vail was $49.0 as of September 30, 2008.
Vails summarized financial information follows:
Year Ended | Year Ended | Year Ended | ||||||||||
July 31, 2009 | July 31, 2008 | July 31, 2007 | ||||||||||
Net revenues |
$ | 977.0 | $ | 1,152.2 | $ | 940.5 | ||||||
Total operating expenses |
870.9 | 976.2 | 812.3 | |||||||||
Income from operations |
$ | 106.1 | $ | 176.0 | $ | 128.2 | ||||||
Net income |
$ | 49.0 | $ | 102.9 | $ | 61.4 | ||||||
July 31, 2009 | July 31, 2008 | |||||||||||
Current assets |
$ | 229.0 | $ | 358.9 | ||||||||
Noncurrent assets |
1,655.5 | 1,567.1 | ||||||||||
Total assets |
$ | 1,884.5 | $ | 1,926.0 | ||||||||
Current liabilities |
$ | 251.4 | $ | 367.0 | ||||||||
Noncurrent liabilities |
837.0 | 800.3 | ||||||||||
Minority interest |
30.8 | 29.9 | ||||||||||
Stockholders equity |
765.3 | 728.8 | ||||||||||
Total liabilities and stockholders equity |
$ | 1,884.5 | $ | 1,926.0 | ||||||||
15
NOTE 6 FORWARD SALE CONTRACTS
During the quarter ended December 31, 2005, Ralcorp entered into a forward sale contract
relating to 1.78 million shares of its Vail common stock with maturity dates of November 21, 2008
and November 22, 2010. During the quarter ended June 30, 2006, the Company entered into a similar
agreement relating to 1.97 million additional shares, with maturity dates of November 18, 2009 and
November 16, 2011. A third contract was entered into during the quarter ended December 31, 2006,
relating to 1.2 million additional shares, with a maturity date of November 15, 2013. Ralcorp
received $50.5, $60.0, and $29.5, respectively, under the discounted advance payment feature of the
contracts. Amortization of the corresponding $11.0, $15.5, and $17.6 discounts is included in
Interest expense, net on the statements of earnings and totaled $5.1 in 2009 and $8.7 in 2008.
On November 21, 2008, the first tranche of the initial contract was settled and Ralcorp delivered
890,000 shares, and on June 4, 2009, all remaining contracts were settled and Ralcorp delivered
3,503,263 shares. The components of the total liability are shown in the following table.
Value of | Accumulated | Total | ||||||||||
Advance | (Gain) Loss | Contract | ||||||||||
Proceeds | on Derivative | Liability | ||||||||||
Advance proceeds received |
$ | 140.0 | $ | | $ | 140.0 | ||||||
Amortization of discount |
20.7 | | 20.7 | |||||||||
Gain on derivative component |
| (15.7 | ) | (15.7 | ) | |||||||
Balance at September 30, 2008 |
$ | 160.7 | $ | (15.7 | ) | $ | 145.0 | |||||
Amortization of discount |
5.1 | | 5.1 | |||||||||
Gain on derivative component |
| (20.6 | ) | (20.6 | ) | |||||||
Contract settlement |
(165.8 | ) | 36.3 | (129.5 | ) | |||||||
Balance at September 30, 2009 |
$ | | $ | | $ | | ||||||
The forward sale agreements had a dual nature and purpose. The advance proceeds component
acted as a financing arrangement collateralized by the underlying Vail shares. The derivative
component, which was based on a price collar on Vail shares, acted as a hedge of the future sale of
the underlying shares. Because Ralcorp accounted for its investment in Vail Resorts using the
equity method, these contracts were not eligible for hedge accounting. Therefore, any gains or
losses on the contracts, whether realized or unrealized, were immediately recognized in earnings.
NOTE 7 EARNINGS PER SHARE
The following schedule shows common stock options and stock appreciation rights (SARs) which
were outstanding and could potentially dilute basic earnings per share in the future but which were
not included in the computation of diluted earnings per share for the periods indicated because to
do so would have been antidilutive. See Note 18 for more information about outstanding options and
SARs.
First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||
Fiscal 2009 |
||||||||||||||||
SARs at $56.56 per share |
435,000 | 435,000 | 405,000 | | ||||||||||||
SARs at $66.07 per share |
538,000 | 538,000 | 508,000 | 503,500 | ||||||||||||
SARs at $65.45 per share |
25,000 | 25,000 | 25,000 | 25,000 | ||||||||||||
SARs at $58.79 per share |
| | 8,000 | 8,000 | ||||||||||||
Fiscal 2008 |
||||||||||||||||
SARs at $56.56 per share |
435,000 | 435,000 | 435,000 | 435,000 | ||||||||||||
Fiscal 2007 |
||||||||||||||||
Stock options at $35.31 per share |
10,281 | | | | ||||||||||||
Stock options at $45.25 per share |
152,000 | | | | ||||||||||||
SARs at $48.99 per share |
435,000 | | 435,000 | | ||||||||||||
SARs at $56.56 per share |
| | | 457,500 |
16
NOTE 8 SUPPLEMENTAL EARNINGS STATEMENT AND CASH FLOW INFORMATION
2009 | 2008 | 2007 | ||||||||||
Repair and maintenance expenses |
$ | 104.1 | $ | 71.0 | $ | 68.3 | ||||||
Advertising and promotion expenses |
133.4 | 28.1 | 12.8 | |||||||||
Research and development expenses |
19.2 | 11.5 | 10.2 | |||||||||
Interest paid |
98.7 | 38.6 | 31.7 | |||||||||
Income taxes paid, net of refunds |
192.6 | 50.0 | 43.1 | |||||||||
Cash
received from the exercise of stock options |
8.4 | 2.8 | 3.3 | |||||||||
Tax benefits realized from exercised
stock options and similar awards |
6.8 | 1.1 | 2.2 |
NOTE 9 SUPPLEMENTAL BALANCE SHEET INFORMATION
September 30, | ||||||||
2009 | 2008 | |||||||
Receivables, net |
||||||||
Trade |
$ | 122.2 | $ | 140.7 | ||||
Other |
15.7 | 19.8 | ||||||
137.9 | 160.5 | |||||||
Allowance for doubtful accounts |
(2.0 | ) | (.4 | ) | ||||
$ | 135.9 | $ | 160.1 | |||||
Inventories |
||||||||
Raw materials and supplies |
$ | 152.4 | $ | 135.2 | ||||
Finished products |
217.0 | 204.4 | ||||||
369.4 | 339.6 | |||||||
Allowance for obsolete inventory |
(3.5 | ) | (2.6 | ) | ||||
$ | 365.9 | $ | 337.0 | |||||
Accounts and Notes Payable |
||||||||
Trade |
$ | 147.6 | $ | 134.6 | ||||
Book cash overdrafts |
65.4 | 36.7 | ||||||
Other items |
27.4 | 33.4 | ||||||
$ | 240.4 | $ | 204.7 | |||||
Other Current Liabilities |
||||||||
Advertising and promotion |
$ | 52.0 | $ | 50.8 | ||||
Compensation |
49.8 | 34.5 | ||||||
Current portion of forward sale contracts |
| 29.3 | ||||||
Current portion of long-term debt |
45.6 | .3 | ||||||
Other items |
77.6 | 72.3 | ||||||
$ | 225.0 | $ | 187.2 | |||||
Other Liabilities |
||||||||
Forward sale contracts |
$ | | $ | 115.7 | ||||
Other items |
191.6 | 154.4 | ||||||
$ | 191.6 | $ | 270.1 | |||||
17
NOTE 10 SALE OF RECEIVABLES
To provide additional liquidity, on September 24, 2001 the Company entered into an agreement
to sell, on an ongoing basis, trade accounts receivable to a wholly owned, bankruptcy-remote
subsidiary named Ralcorp Receivables Corporation (RRC). As of September 30, 2009, the accounts
receivable of the Western Waffles, Cottage Bakery, Medallion, Bloomfield Bakers, Post Foods, and
Harvest Manor businesses have not been incorporated into the sale agreement and were not being sold
to RRC. RRC can then sell up to $75.0 of ownership interests in qualifying receivables to a bank
commercial paper conduit, which issues commercial paper to investors. Ralcorp continues to service
the receivables as agent for RRC and the bank conduit. RRC is a qualifying special purpose entity
under ASC Topic 860, and the sale of Ralcorp receivables to RRC is considered a true sale for
accounting, tax, and legal purposes. Therefore, the trade receivables sold and the related
commercial paper borrowings are not recorded on Ralcorps consolidated balance sheets. However,
the Companys consolidated balance sheets reflect an investment in RRC that in substance represents
a subordinated retained interest in the trade receivables sold. As of September 30, 2009, the
outstanding balance of receivables (net of an allowance for doubtful accounts) sold to RRC was
$134.4 and the Company elected not to sell any to the conduit, resulting in a retained interest of
$134.4 reflected on the Companys consolidated balance sheet as an Investment in Ralcorp
Receivables Corporation. As of September 30, 2008, the outstanding balance of receivables sold to
RRC was $106.5 and proceeds received from the conduit were $50.0, resulting in a retained interest
of $56.5. Discounts related to the sale of receivables to the conduit totaled $.5 and $1.9 for the
years ended September 30, 2009 and September 30, 2008 respectively, and are included on the
statements of earnings in Selling, general and administrative expenses. The agreement contains
cross-default language so that an event of default under any agreement governing Material
Indebtedness of the Company would trigger an Amortization Event (each term as defined in the
agreement).
NOTE 11 ALLOWANCES FOR DOUBTFUL ACCOUNTS AND OBSOLETE INVENTORY
2009 | 2008 | 2007 | ||||||||||
Allowance for Doubtful Accounts |
||||||||||||
Balance, beginning of year |
$ | .4 | $ | .6 | $ | .4 | ||||||
Provision charged to expense |
2.1 | (.4 | ) | | ||||||||
Write-offs, less recoveries |
| (.1 | ) | (.2 | ) | |||||||
Acquisitions |
.1 | | .2 | |||||||||
Transfers to Ralcorp Receivables Corporation |
(.6 | ) | .3 | .2 | ||||||||
Balance, end of year |
$ | 2.0 | $ | .4 | $ | .6 | ||||||
Allowance for Obsolete Inventory |
||||||||||||
Balance, beginning of year |
$ | 2.6 | $ | 2.2 | $ | 3.1 | ||||||
Provision charged to expense |
8.5 | 8.1 | 4.9 | |||||||||
Write-offs of inventory |
(8.1 | ) | (7.7 | ) | (6.2 | ) | ||||||
Acquisitions |
.5 | | .4 | |||||||||
Balance, end of year |
$ | 3.5 | $ | 2.6 | $ | 2.2 | ||||||
NOTE 12 DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING
In the ordinary course of business, the Company is exposed to commodity price risks related to
the acquisition of raw materials and supplies, interest rate risks related to debt, and foreign
currency exchange rate risks related to our Canadian subsidiaries. Authorized individuals within
the Company may utilize derivative financial instruments, including (but not limited to) futures
contracts, option contracts, forward contracts and swaps, to manage certain of
these exposures by hedging when it is practical to do so. The terms of these instruments
generally do not exceed eighteen months for commodities, five years for interest rates, and two
years for foreign currency. The Company is not permitted to engage in speculative or leveraged
transactions and will not hold or issue financial instruments for trading purposes.
18
As of September 30, 2009, the Companys derivative instruments consisted of cash flow and fair
value hedges on ingredients purchases (options, futures, and swaps) and cash flow hedges on
variable interest payments (interest rate swap); and receipts of foreign currency-denominated
accounts receivable (foreign exchange forward contracts). The Company hedges approximately 65% to
90% of our needs related to oats, wheat, corn, soybean oil, natural gas, and diesel fuel and 40% to
70% of our corrugate packaging needs over a six to twelve month period. Floating rate notes
totaling $50.0 are swapped to fixed at 4.76% through December 2009. At September 30, 2009, the
Company held foreign exchange forward contracts with a total notional amount of $48.0. During the
past several years, the Company was party to forward sale contracts relating to some of its shares
of Vail Resorts, Inc. common stock which were not designated as hedging instruments and which were
settled in June 2009 (see Note 6).
The following table shows the fair value and Balance Sheet location of the Companys
derivative instruments as of September 30, 2009, all of which were designated as hedging
instruments under ASC Topic 815.
Fair | ||||||||
Balance Sheet Location | Value | |||||||
Liability Derivatives: |
||||||||
Commodity contracts |
Other current liabilities | $ | 7.8 | |||||
Interest rate contracts |
Other current liabilities | .4 | ||||||
$ | 8.2 | |||||||
Asset Derivatives: |
||||||||
Foreign exchange contracts |
Prepaid expenses and other current assets | $ | 7.8 | |||||
Commodity contracts |
Prepaid expenses and other current assets | .2 | ||||||
$ | 8.0 | |||||||
The following tables illustrate the effects of the Companys derivative instruments on the
Statement of Earnings and other comprehensive income (OCI) for the year ended September 30, 2009.
Amount of | Location and Amount of | |||||||||||||||||||
Gain (Loss) | Location and Amount of | Gain (Loss) Recognized in | ||||||||||||||||||
Derivatives in | Recognized in | Gain (Loss) Reclassified | Earnings [Ineffective Portion | |||||||||||||||||
ASC Topic 815 Cash Flow | OCI [Effective | from Accumulated OCI into | and Amount Excluded from | |||||||||||||||||
Hedging Relationships | Portion] | Earnings [Effective Portion] | Effectiveness Testing] | |||||||||||||||||
Commodity contracts |
$ | (52.1 | ) | Cost of products sold | $ | (51.0 | ) | Cost of products sold | $ | .1 | ||||||||||
Foreign exchange contracts |
4.0 | SG&A | (4.7 | ) | SG&A | | ||||||||||||||
Interest rate contracts |
(6.7 | ) | Interest expense, net | (2.6 | ) | Interest expense, net | (.1 | ) | ||||||||||||
$ | (54.8 | ) | $ | (58.3 | ) | $ | | |||||||||||||
Derivatives in | ||||||||
ASC Topic 815 Fair Value | Location of Gain (Loss) | Amount of Gain (Loss) | ||||||
Hedging Relationships | Recognized in Earnings | Recognized in Earnings | ||||||
Commodity contracts |
Cost of products sold | $ | (.1 | ) | ||||
Derivatives Not Designated | ||||||||
as Hedging Instruments | Location of Gain (Loss) | Amount of Gain (Loss) | ||||||
Under ASC Topic 815 | Recognized in Earnings | Recognized in Earnings | ||||||
Equity contracts |
Gain on forward sale contracts | $ | (17.6 | ) |
Certain of the Companys derivative instruments contain provisions that require the Company to
post collateral when the derivatives in liability positions exceed a specified threshold. The
aggregate fair value of all derivative
instruments with credit-risk-related contingent features that were in a liability position on
September 30, 2009 was $6.1, and the related collateral posted was $12.0.
19
NOTE 13 FAIR VALUE MEASUREMENTS
On October 1, 2008, the Company adopted FAS 157 (now included in ASC 820), which, among other
things, requires enhanced disclosures about assets and liabilities measured at fair value. This
adoption was limited to financial assets and liabilities.
ASC 820 includes a fair value hierarchy that is intended to increase consistency and
comparability in fair value measurements and related disclosures. The fair value hierarchy is
based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable. Observable inputs reflect assumptions market participants would use in
pricing an asset or liability based on market data obtained from independent sources, while
unobservable inputs reflect a reporting entitys pricing based
upon their own market assumptions. The fair value hierarchy consists of the following three levels:
Level 1
|
| Inputs are quoted prices in active markets for identical assets or liabilities. | ||
Level 2
|
| Inputs are quoted prices of similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. | ||
Level 3
|
| Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. |
The following table represents the Companys assets and liabilities measured at fair value on
a recurring basis as of September 30, 2009 and the basis for that measurement:
Total | Level 1 | Level 2 | ||||||||||
Assets |
||||||||||||
Marketable securities |
$ | 12.0 | $ | 12.0 | $ | | ||||||
Derivative assets |
8.0 | | 8.0 | |||||||||
Deferred compensation investment |
19.9 | 19.9 | | |||||||||
$ | 39.9 | $ | 31.9 | $ | 8.0 | |||||||
Liabilities |
||||||||||||
Derivative liabilities |
$ | 8.2 | $ | | $ | 8.2 | ||||||
Deferred compensation liabilities |
29.6 | | 29.6 | |||||||||
$ | 37.8 | $ | | $ | 37.8 | |||||||
The Companys marketable securities consist of U.S. Treasury Bills. Fair value for marketable
securities is measured using the market approach based on quoted prices. The Company utilizes the
income approach to measure fair value for its derivative assets and liabilities (which include
commodity options and swaps, an interest rate swap, and foreign currency forward contracts). The
income approach uses pricing models that rely on market observable inputs such as yield curves,
currency exchange rates, and forward prices. The fair value of the deferred compensation
investment is invested primarily in mutual funds and is measured using the market approach. This
investment is in the same funds and purchased in substantially the same amounts as the
participants selected investment options (excluding Ralcorp common stock equivalents), which
represent the underlying liabilities to participants in the Companys deferred compensation plans.
Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the
fair value of participants selected investment options (excluding certain Ralcorp common stock
equivalents to be distributed in shares) using the market approach.
The carrying amounts reported on the consolidated balance sheets for cash and cash
equivalents, receivables and accounts payable approximate fair value because of the short
maturities of these financial instruments. The carrying amount of the Companys variable rate
long-term debt (Note 14) approximates fair value because the interest rates are adjusted to market
frequently. Based on the discounted amount of future cash flows, using Ralcorps incremental rate
of borrowing for similar debt, the Companys fixed rate debt (which had a carrying amount of
$1,581.1 as of September 30, 2009 and $1,220.8 as of September 30, 2008) had an estimated fair
value of $1,800.3 as of September 30, 2009 and $1,122.6 as of September 30, 2008.
20
NOTE 14 LONG-TERM DEBT
Long-term debt consisted of the following at September 30:
2009 | 2008 | |||||||||||||||
Balance | Interest | Balance | Interest | |||||||||||||
Outstanding | Rate | Outstanding | Rate | |||||||||||||
Fixed Rate Senior Notes, Series B |
$ | 58.0 | 4.24 | % | $ | 87.0 | 4.24 | % | ||||||||
Fixed Rate Senior Notes, Series C |
50.0 | 5.43 | % | 50.0 | 5.43 | % | ||||||||||
Fixed Rate Senior Notes, Series D |
53.6 | 4.76 | % | 64.3 | 4.76 | % | ||||||||||
Fixed Rate Senior Notes, Series E |
100.0 | 5.57 | % | 100.0 | 5.57 | % | ||||||||||
Fixed Rate Senior Notes, Series F |
75.0 | 5.43 | % | 75.0 | 5.43 | % | ||||||||||
Floating Rate Senior Notes, Series G |
50.0 | 0.86 | % | 50.0 | 4.36 | % | ||||||||||
Floating Rate Senior Notes, Series H |
| n/a | 50.0 | 4.36 | % | |||||||||||
Fixed Rate Senior Notes, Series I-1 |
75.0 | 5.56 | % | 75.0 | 5.56 | % | ||||||||||
Fixed Rate Senior Notes, Series I-2 |
25.0 | 5.58 | % | 25.0 | 5.58 | % | ||||||||||
Fixed Rate Senior Notes, Series J |
100.0 | 5.93 | % | 100.0 | 5.93 | % | ||||||||||
Fixed Rate Senior Notes maturing 2018 |
577.5 | 7.29 | % | 577.5 | 7.29 | % | ||||||||||
Floating Rate Senior Notes maturing 2018 |
20.0 | 2.98 | % | 20.0 | 5.33 | % | ||||||||||
Fixed Rate Senior Notes maturing 2020 |
67.0 | 7.39 | % | 67.0 | 7.39 | % | ||||||||||
Fixed Rate Senior Notes maturing 2039 |
300.0 | 6.63 | % | | n/a | |||||||||||
Fixed Rate Senior Notes, Series 2009A |
50.0 | 7.45 | % | | n/a | |||||||||||
Fixed Rate Senior Notes, Series 2009B |
50.0 | 7.60 | % | | n/a | |||||||||||
Term Loan A-1 |
| n/a | 100.0 | 4.19 | % | |||||||||||
Term Loan A-2 |
| n/a | 200.0 | 4.16 | % | |||||||||||
Industrial Development Revenue Bond |
5.6 | 1.00 | % | 5.6 | 6.80 | % | ||||||||||
$400 Revolving Credit Agreement |
| n/a | 7.0 | 4.50 | % | |||||||||||
Uncommitted credit arrangements |
| n/a | 15.0 | 8.25 | % | |||||||||||
Other |
.3 | Various | .4 | Various | ||||||||||||
$ | 1,657.0 | $ | 1,668.8 | |||||||||||||
Less: Current Portion |
(45.6 | ) | | |||||||||||||
$ | 1,611.4 | $ | 1,668.8 | |||||||||||||
On December 22, 2003, the Company issued Fixed Rate Senior Notes, Series B, Series C, and
Series D. Series B comprises $145.0 of 4.24% notes due December 2010 with annual amortization of
principal beginning December 2006. Series C comprises $50.0 of 5.43% notes with bullet maturity in
December 2013. Series D comprises $75.0 of 4.76% notes due December 2013 with annual amortization
of principal beginning in December 2007.
On December 21, 2005, the Company issued Fixed Rate Senior Notes, Series E and Series F,
totaling $175.0. Series E comprises $100.0 of 5.57% notes due in 2015. Series F consists of $75.0
of 5.43% notes with maturity in 2012.
On February 22, 2006, the Company issued Floating Rate Senior Notes, Series G and Series H,
totaling $100.0 ($50.0 each). Borrowings under Series G and Series H incur interest at a rate of
3-month LIBOR plus 0.45%, adjusted quarterly, and mature on February 22, 2011. On August 23, 2009,
the Company repaid Series H using a portion of the proceeds from the Senior Notes maturing 2039.
On January 18, 2007, the Company issued Fixed Rate Senior Notes, Series I, totaling $100.0 in
two tranches: $75.0 at 5.56% and $25.0 at 5.58%. One third of each tranche must be repaid on
January 18, 2015, 2017, and 2019. On May 11, 2007, the Company issued Fixed Rate Senior Notes,
Series J, comprised of $100.0 of 5.93% notes due in 2022.
On August 4, 2008, the Company assumed ownership of the Fixed Rate Notes maturing 2018, the
Floating Rate Notes maturing 2018, and the Fixed Rate Notes maturing 2020, totaling $964.5 in
conjunction with the acquisition of Post Foods. The 2018 Fixed Rate Notes comprises $577.5 of
7.29% notes due August 15, 2018. The 2018 Floating Rate Notes total $20.0 and incur interest at a
rate of 3-month LIBOR plus 2.54%, adjusted quarterly, and mature on August 15, 2018. The 2020
Fixed Rate Notes comprises $67.0 of 7.39% notes due August 15, 2020.
21
On May 28, 2009, the Company issued Fixed Rate Senior Notes, Series 2009A and Series 2009B,
totaling $100.0. Series 2009A comprises $50.0 of 7.45% notes due in May 2019. Series 2009B
comprises $50.0 of 7.60% notes due in May 2021.
The above note agreements are unsecured but contain certain representations, warranties,
covenants, and conditions customary to agreements of this nature. The covenants include
requirements that Total Debt not exceed 3.5 times Adjusted EBITDA and that Consolidated
Adjusted Net Worth remain above a certain minimum amount (each term as defined in the note
agreements). However, if the Company elects to pay additional interest, its ratio of Total Debt
to Adjusted EBITDA may exceed the 3.5 to 1 limit, but be no greater than 4 to 1, for a period not
to exceed 12 consecutive months. If these covenants are violated and cannot be remedied within the
30 days allowed, the noteholders may choose to declare any outstanding notes to be immediately due
and payable.
Through the acquisition of The Red Wing Company, Inc. in 2000, the Company acquired an
Industrial Development Revenue Bond in the amount of $5.6, which bears interest at a variable rate
and matures on March 31, 2010.
On July 18, 2008, the Company entered into a $400 Revolving Credit Agreement. Borrowings
under the agreement incur interest at the Companys choice of either (1) LIBOR plus the applicable
margin rate (currently 1.50%) or (2) the highest of (a) the federal funds rate plus 0.50%, (b) the
prime rate, and (c) the Base CD Rate plus 1%. Such borrowings are unsecured and mature on July
18, 2011. The credit agreement calls for a commitment fee calculated as a percentage (currently
0.25%) of the unused portion, and contains certain representations, warranties, covenants, and
conditions customary to credit facilities of this nature. The covenants include requirements that
EBIT be at least three times Consolidated Interest Expense, and that Total Debt not exceed
3.75 times Adjusted EBITDA (each term as defined in the agreement).
On August 4, 2008, the Company assumed ownership of $100 Term Loan A-1 and $200 Term Loan A-2
in conjunction with its acquisition of Post Foods. Borrowings under these agreements incur
interest at the Companys choice of either (1) LIBOR plus the applicable margin rate (currently
1.50%) or (2) the highest of (a) the prime rate, (b) the secondary market rate for three-month
certificates of deposit (adjusted for statutory reserve requirements) plus 1%, and (c) the federal
funds effective rate plus 0.5%, in each case plus a margin of from 0% to 0.50%, depending on
Ralcorps leverage ratio. Term Loan A-1 was paid off on October 6, 2008, prior to its August 3,
2009 maturity date, by borrowing against the $400 Revolving Credit Agreement. Term Loan A-2 was
paid off on September 2, 2009, prior to its maturity date of August 2, 2013, using a portion of the
proceeds from the Fixed Rate Senior Notes maturing 2039.
On August 14, 2009, the Company issued $300.0 aggregate principal amount of its 6.625% Senior
Notes maturing 2039. The notes were priced at 99.702% of par value (before initial purchasers
discount). The net proceeds from the offering were used to refinance certain indebtedness and for
general corporate purposes. In connection with the sale of the notes, Ralcorp is required to file
a registration statement with the SEC relating to an offer to exchange the notes issued in the
offering for publicly tradable notes having substantially identical terms in accordance with SEC
interpretations or to file a shelf registration statement relating to the resale of the notes under
certain circumstances.
As of September 30, 2009 and 2008, the Company had $25.3 and $24.0, respectively, in letters
of credit and surety bonds outstanding with various financial institutions, principally related to
self-insurance requirements. Also as of September 30, 2008, the Company had entered into
uncommitted credit arrangements with banks that totaled $15.0. The $15.0 outstanding under these
arrangements at September 30, 2008 matured October 1, 2008. There were no uncommitted credit
arrangements in place as of September 30, 2009.
As of September 30, 2009, aggregate maturities of long-term debt are as follows: $45.6 in
fiscal 2010, $89.8 in fiscal 2011, $10.7 in fiscal 2012, $85.7 in fiscal 2013, $60.7 in fiscal
2014, and $1,364.5 thereafter. Approximately $164.7 of the debt outstanding at September 30, 2008,
was required to be repaid in fiscal 2009 but was reclassified as long-term based upon managements
intent and ability to refinance it on a long-term basis. As of September 30, 2009, management
expects to reduce debt as scheduled over the next 12 months, so the current portion has been
classified in Other current liabilities on the consolidated balance sheet.
22
NOTE 15 COMMITMENTS AND CONTINGENCIES
Legal Proceedings
The Company is a party to a number of legal proceedings in various state and federal
jurisdictions. These proceedings are in varying stages and many may proceed for protracted periods
of time. Some proceedings involve complex questions of fact and law. Additionally, the operations
of the Company, like those of similar businesses, are subject to various federal, state, and local
laws and regulations intended to protect public health and the environment, including air and water
quality and waste handling and disposal.
Pending legal liability, if any, from these proceedings cannot be determined with certainty;
however, in the opinion of Company management, based upon the information presently known, the
ultimate liability of the Company, if any, arising from the pending legal proceedings, as well as
from asserted legal claims and known potential legal claims which are likely to be asserted, taking
into account established accruals for estimated liabilities (if any), are not expected to be
material to the Companys consolidated financial position, results of operations or cash flows. In
addition, while it is difficult to quantify with certainty the potential financial impact of
actions regarding expenditures for compliance with regulatory matters, in the opinion of
management, based upon the information currently available, the ultimate liability arising from
such compliance matters should not be material to the Companys consolidated financial position,
results of operations or cash flows.
In May 2009, a customer notified the Company that it was seeking to recover out-of-pocket
costs and damages associated with the customers recall of certain peanut butter-based products.
The customer recalled those products in January 2009 because
they allegedly included ingredients that had the
potential to be contaminated with salmonella. The customers recall stemmed from the U.S. Food and
Drug Administration and other authorities investigation of Peanut Corporation of America, which
supplied the Company with peanut paste and other ingredients. In accordance with the Companys
contractual arrangements with the customer, the parties have submitted these claims to mediation,
which remains ongoing. At the present time, the amount of liability, if any, associated with this
issue cannot be determined with any certainty. However, based upon present information, the
Company does not believe that its ultimate liability, if any, arising from this claim will be
material to the Companys earnings, financial position or cash flows.
Lease Commitments
Future minimum rental payments under noncancelable operating leases in effect as of September
30, 2009 were $12.7, $12.0, $10.3, $7.4, $5.6, and $12.2 for fiscal 2010, 2011, 2012, 2013, 2014,
and thereafter, respectively.
Rent expense for all operating leases was $18.9, $15.0, and $18.6 in fiscal 2009, 2008, and
2007, respectively, net of sublease income of $.1 each year.
Container Supply Agreement
During fiscal 2002, the Company entered into a ten-year agreement to purchase certain
containers from a single supplier (and added additional containers through amendments in fiscal
2003 and 2004). It is believed that the agreement was related to the suppliers financing
arrangements regarding the container facility. The Companys total purchases under the agreement
were $26.3 in fiscal 2009, $26.8 in fiscal 2008, and $26.2 in fiscal 2007. Cumulatively, the
Company has purchased approximately 782 million containers as of September 30, 2009. Generally, to
avoid a shortfall payment requirement, the Company must purchase approximately 493 million
additional containers by the end of the ten-year term. The minimum future payment obligation is
currently estimated at $2.3.
Other Contingencies
In connection with the sale of the Companys Resort Operations in 1997, Vail assumed the
obligation to repay, when due, certain indebtedness of Resort Operations including Series 1991
Sports Facilities Refunding Revenue Bonds in the aggregate principal amount of $1.5, bearing
interest at 7.375% and maturing in 2011 (the Series 1991 Bond). The Series 1991 Bond was, and
continues to be, guaranteed by Ralston Purina Company (Ralston). Pursuant to an Agreement and Plan
of Reorganization signed when the Company was spun-off from Ralston in 1994, the Company agreed to
indemnify Ralston for any liabilities associated with the guarantee. To facilitate the sale of the
Companys branded cereal business to General Mills in 1997, General Mills acquired the legal entity
originally obligated to so indemnify Ralston. Pursuant to the Reorganization Agreement with
General Mills, however, the Company has agreed to indemnify General Mills for any liabilities it
may incur with respect to indemnifying Ralston relating to the aforementioned guarantee.
Presently, management believes the likelihood that Vail will default on its repayment obligations
with respect to the Series 1991 Bond is remote.
23
NOTE 16 PENSION AND OTHER POSTRETIREMENT BENEFITS
The Company sponsors qualified and supplemental noncontributory defined benefit pension plans
and other postretirement benefit plans for certain of its employees. The Company uses its fiscal
year end as the measurement date for the plans.
The following table provides a reconciliation of the changes in the plans benefit obligations
and fair value of assets over the two-year period ended September 30, 2009, and a statement of the
funded status and amounts recognized in the consolidated balance sheets as of September 30 of both
years.
Pension Benefits | Other Benefits | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
Change in benefit obligation |
||||||||||||||||
Benefit obligation at beginning of year |
$ | 172.5 | $ | 187.3 | $ | 84.0 | $ | 23.1 | ||||||||
Service cost |
5.1 | 2.9 | 3.2 | .6 | ||||||||||||
Interest cost |
12.6 | 11.3 | 6.0 | 2.0 | ||||||||||||
Plan participants contributions |
.8 | .1 | | | ||||||||||||
Actuarial loss (gain) |
36.2 | (30.3 | ) | 7.1 | (5.2 | ) | ||||||||||
Benefits paid |
(8.7 | ) | (9.0 | ) | (1.9 | ) | (1.6 | ) | ||||||||
Medicare reimbursements |
| | .1 | .1 | ||||||||||||
Amendments |
2.9 | | (7.1 | ) | | |||||||||||
Acquisitions |
.5 | 10.2 | (3.0 | ) | 65.0 | |||||||||||
Currency translation |
| | (.1 | ) | | |||||||||||
Benefit obligation at end of year |
$ | 221.9 | $ | 172.5 | $ | 88.3 | $ | 84.0 | ||||||||
Change in fair value of plan assets |
||||||||||||||||
Fair value of plan assets at beginning of year |
$ | 155.6 | $ | 184.9 | $ | | $ | | ||||||||
Actual return on plan assets |
18.6 | (21.0 | ) | | | |||||||||||
Employer contributions |
6.1 | .6 | 1.7 | 1.6 | ||||||||||||
Plan participants contributions |
.8 | .1 | | | ||||||||||||
Medicare reimbursements |
| | .2 | | ||||||||||||
Benefits paid |
(8.7 | ) | (9.0 | ) | (1.9 | ) | (1.6 | ) | ||||||||
Fair value of plan assets at end of year |
$ | 172.4 | $ | 155.6 | $ | | $ | | ||||||||
Funded status |
(49.5 | ) | (16.9 | ) | (88.3 | ) | (84.0 | ) | ||||||||
Amounts recognized in assets or liabilities |
||||||||||||||||
Other current liabilities |
$ | (.6 | ) | $ | (.6 | ) | $ | (2.2 | ) | $ | (1.5 | ) | ||||
Other liabilities |
(48.9 | ) | (16.3 | ) | (86.1 | ) | (82.5 | ) | ||||||||
Net amount recognized |
$ | (49.5 | ) | $ | (16.9 | ) | $ | (88.3 | ) | $ | (84.0 | ) | ||||
Amounts recognized in accumulated other
comprehensive loss |
||||||||||||||||
Net actuarial loss |
$ | 66.7 | $ | 34.1 | $ | 6.6 | $ | (.4 | ) | |||||||
Prior service cost |
2.6 | | (7.1 | ) | (.1 | ) | ||||||||||
Total |
$ | 69.3 | $ | 34.1 | $ | (.5 | ) | $ | (.5 | ) | ||||||
Weighted-average assumptions used
to determine benefit obligation |
||||||||||||||||
Discount rate |
6.00 | % | 7.30 | % | 6.00 | % | 7.30 | % | ||||||||
Rate of compensation increase |
3.25 | % | 3.25 | % | 3.25 | % | 3.25 | % |
24
The accumulated benefit obligation exceeded the fair value of plan assets for each pension
plan, and the aggregate accumulated benefit obligation for pension plans was $208.1 at September
30, 2009 and $164.1 at September 30, 2008.
The following tables provide the components of net periodic benefit cost for the plans and
amounts recognized in other comprehensive income. The estimated net actuarial loss and prior
service cost expected to be reclassified from accumulated other comprehensive loss into net
periodic benefit cost during 2010 related to pension is $3.6 and $.3, respectively. The amounts
related to other benefits are zero and a credit of $1.3, respectively.
Pension Benefits | Other Benefits | |||||||||||||||||||||||
2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |||||||||||||||||||
Components of net periodic benefit cost |
||||||||||||||||||||||||
Service cost |
$ | 5.1 | $ | 2.9 | $ | 2.6 | $ | 3.2 | $ | .6 | $ | .1 | ||||||||||||
Interest cost |
12.6 | 11.3 | 11.1 | 6.0 | 2.0 | 1.3 | ||||||||||||||||||
Expected return on plan assets |
(15.2 | ) | (14.9 | ) | (14.5 | ) | | | | |||||||||||||||
Recognized net actuarial loss |
.3 | 2.6 | 4.2 | | .2 | .1 | ||||||||||||||||||
Recognized prior service cost |
.3 | | | | | | ||||||||||||||||||
Net periodic benefit cost |
$ | 3.1 | $ | 1.9 | $ | 3.4 | $ | 9.2 | $ | 2.8 | $ | 1.5 | ||||||||||||
Weighted-average assumptions used
to determine net benefit cost |
||||||||||||||||||||||||
Discount rate |
7.30 | % | 6.15 | % | 5.95 | % | 7.30 | % | 6.15 | % | 5.95 | % | ||||||||||||
Rate of compensation increase |
3.25 | % | 3.25 | % | 3.50 | % | 3.25 | % | 3.25 | % | 3.50 | % | ||||||||||||
Expected return on plan assets |
8.75 | % | 8.75 | % | 9.00 | % | n/a | n/a | n/a | |||||||||||||||
Changes in plan assets and benefit
obligation recognized in other
comprehensive income |
||||||||||||||||||||||||
Net loss (gain) |
$ | 32.8 | $ | 5.6 | $ | | $ | 7.1 | $ | (5.2 | ) | $ | | |||||||||||
Recognized loss |
(.3 | ) | (2.6 | ) | | | (.2 | ) | | |||||||||||||||
Prior service cost (credit) |
3.0 | | | (7.1 | ) | | | |||||||||||||||||
Recognized prior service cost |
(.3 | ) | | | | | | |||||||||||||||||
Total recognized in other comprehensive
income (before tax effects) |
$ | 35.2 | $ | 3.0 | $ | | $ | | $ | (5.4 | ) | $ | | |||||||||||
The expected return on pension plan assets was determined based on historical and expected
future returns of the various asset classes, using the target allocation. The broad target
allocations are 70% equity securities (comprised of 56% U.S. equities and 14% foreign equities) and
30% debt securities. At September 30, 2009, equity securities were 74% and debt securities were
21%, and other was 5% of the fair value of total plan assets, approximately 88% of which was
invested in passive index funds. At September 30, 2008, equity securities were 61% and debt
securities were 37%, and other was 2% of the fair value of total plan assets, approximately 82% of
which was invested in passive index funds. The allocation guidelines were established based on the
Companys determination of the appropriate risk posture and long-term objectives.
For September 30, 2009 measurement purposes, the assumed annual rate of increase in the future
per capita cost of covered health care benefits was 8.5% for 2010, declining gradually to an
ultimate rate of 5% for 2017 and beyond. For September 30, 2008 measurement purposes, the assumed
annual rate of increase in the future per capita cost of covered health care benefits was 9% for
2009, declining gradually to an ultimate rate of 5% for 2017 and beyond. A 1% change in assumed health care cost trend rates would result in the following changes
in the accumulated postretirement benefit obligation and in the total service and interest cost
components for fiscal 2009.
Increase | Decrease | |||||||
Effect on postretirement benefit obligation |
$ | 15.2 | $ | (12.4 | ) | |||
Effect on total service and interest cost |
1.8 | (1.5 | ) |
25
As of September 30, 2009, expected future benefit payments and related federal subsidy
receipts (Medicare Part D) in the next ten fiscal years were as follows:
2015- | ||||||||||||||||||||||||
2010 | 2011 | 2012 | 2013 | 2014 | 2019 | |||||||||||||||||||
Pension benefits |
$ | 10.1 | $ | 9.5 | $ | 10.8 | $ | 11.7 | $ | 12.7 | $ | 80.5 | ||||||||||||
Other benefits |
2.4 | 2.5 | 2.8 | 3.2 | 3.7 | 28.2 | ||||||||||||||||||
Subsidy receipts |
(.2 | ) | (.2 | ) | (.2 | ) | (.3 | ) | (.3 | ) | (2.4 | ) |
Other than those made as benefit payments in unfunded plans and participant contributions, no
significant contributions are currently expected to be paid to the plans during fiscal 2010.
In addition to the defined benefit plans described above, Ralcorp sponsors defined
contribution [401(k)] plans under which it makes matching and profit sharing contributions. The
costs of these plans were $9.4, $5.9, and $5.9 for the years ended September 30, 2009, 2008, and
2007, respectively. The Company also contributed $1.4, $1.1, and $1.1 to multiemployer pension
plans in each of these years, respectively.
NOTE 17 SHAREHOLDERS EQUITY
On August 4, 2008, the Company issued 30,465,318 shares of $.01 per share par value common
stock in connection with the acquisition of Post Foods.
During the last three days of fiscal 2007, the Company repurchased 50,000 shares of its common
stock on the open market at a total cost of $2.8, but the trades were not settled until the first
three business days of fiscal 2008. Those stock repurchases were not reflected in the Companys
financial statements as of and for the year ended September 30, 2007, but were reflected in fiscal
2008.
The Company has not issued any shares of preferred stock. The terms of any series of
preferred stock (including but not limited to the dividend rate, voting rights, convertibility into
other Company securities, and redemption) may be set by the Companys Board of Directors.
At September 30, 2009, accumulated other comprehensive loss included a $7.0 net loss on cash
flow hedging instruments after taxes and $41.9 in net postretirement benefit liability adjustments
after taxes (see Note 16), partially offset by an $8.0 foreign currency translation adjustment. At
September 30, 2008, accumulated other comprehensive loss included a $10.2 net loss on cash flow
hedging instruments after taxes and $21.2 in net postretirement benefit liability adjustments after
taxes, partially offset by an $11.1 foreign currency translation adjustment.
NOTE 18 STOCK-BASED COMPENSATION PLANS
On February 8, 2007, the Companys shareholders adopted the 2007 Incentive Stock Plan.
Effective October 1, 2008 the Plan was amended and restated to reflect requirements of Section
409A. The 2007 Incentive Stock Plan became the Amended and Restated 2007 Incentive Stock Plan
(Plan), which reserves shares to be used for various stock-based compensation awards and replaces
the 2002 Incentive Stock Plan. The Plan provides that eligible employees may receive stock option
awards, stock appreciation rights and other stock awards payable in whole or part by the issuance
of stock. At September 30, 2009, 2,238,407 shares were available for future awards under the Plan,
excluding the potential reduction due to future exercises of stock appreciation rights or to future
distributions from deferred compensation plans (discussed herein).
Total compensation cost for share-based payment arrangements recognized in the years ended
September 30, 2009, 2008, and 2007 was $13.4, $11.5, and $8.2, respectively, and the related
recognized deferred tax benefit for
each of those years was $5.3, $4.4, and $3.1, respectively. As of September 30, 2009, the total
compensation cost related to nonvested awards not yet recognized was $22.1, which is expected to be
recognized over a weighted average period of 2.7 years.
26
Stock Options
Changes in nonqualified stock options outstanding are summarized in the following table. Most
of the options are exercisable beginning from three to six years after date of grant and have a
maximum term of ten years.
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Shares | Average | Remaining | Aggregate | |||||||||||||
Under | Exercise | Contractual | Intrinsic | |||||||||||||
Option | Price | Term | Value | |||||||||||||
Outstanding at September 30, 2008 |
1,448,836 | $ | 25.84 | |||||||||||||
Granted |
| | ||||||||||||||
Exercised |
(434,808 | ) | 19.26 | |||||||||||||
Forfeited |
(1,414 | ) | 31.42 | |||||||||||||
Outstanding at September 30, 2009 |
1,012,614 | 28.66 | 3.6 years | $ | 30.2 | |||||||||||
Vested and expected to vest
as of September 30, 2009 |
1,012,027 | 28.66 | 3.6 years | $ | 30.2 | |||||||||||
Exercisable at September 30, 2009 |
926,907 | 28.41 | 3.5 years | 27.9 | ||||||||||||
The fair value of each option was estimated on the date of grant using the Black-Scholes
valuation model, which uses assumptions of expected option life (term), expected stock price
volatility, risk-free interest rate, and expected dividends. The expected option life, or expected
term, is estimated based on the awards vesting period and contractual term, along with historical
exercise behavior on similar awards. Expected volatilities are based on historical volatility
trends and other factors. The risk-free rate is the interpolated grant date U.S. Treasury rate for
a term equal to the expected option life.
The Company uses treasury shares to settle options exercised. The total intrinsic value of
stock options exercised was $17.0, $3.1, and $6.2 in fiscal 2009, 2008, and 2007, respectively.
Stock Appreciation Rights
Information about the Companys stock appreciation rights (SARs) is summarized in the
following table. Upon exercise, the SAR holder will receive the number of shares of Ralcorp common
stock equal in value to the difference between the exercise price and the fair market value at the
date of exercise, less all applicable taxes.
Weighted | ||||||||||||||||
Weighted | Average | |||||||||||||||
Stock | Average | Remaining | Aggregate | |||||||||||||
Appreciation | Exercise | Contractual | Intrinsic | |||||||||||||
Rights | Price | Term | Value | |||||||||||||
Outstanding at September 30, 2008 |
1,862,500 | $ | 54.74 | |||||||||||||
Granted |
67,000 | 61.32 | ||||||||||||||
Exercised |
(10,665 | ) | 42.00 | |||||||||||||
Forfeited |
(100,500 | ) | 57.06 | |||||||||||||
Outstanding at September 30, 2009 |
1,818,335 | 54.93 | 7.9 years | $ | 10.7 | |||||||||||
Vested and expected to vest
as of September 30, 2009 |
1,767,405 | 54.79 | 7.9 years | 10.5 | ||||||||||||
Exercisable at September 30, 2009 |
375,644 | 44.56 | 6.4 years | 5.2 | ||||||||||||
The fair value of each SAR was estimated on the date of grant using the Black-Scholes
valuation model, as described under the heading Stock Options above. The weighted average
assumptions and fair values for SARs granted each year were as follows:
2009 | 2008 | 2007 | ||||||||||
Expected term |
7.0 years | 6.4 years | 6.0 years | |||||||||
Expected stock price volatility |
30.5 | % | 30.0 | % | 29.0 | % | ||||||
Risk-free interest rate |
2.70 | % | 3.31 | % | 4.30 | % | ||||||
Expected dividends |
0 | % | 0 | % | 0 | % | ||||||
Fair value (per right) |
$ | 22.68 | $ | 24.20 | $ | 21.22 |
The Company uses treasury shares to settle SARs exercised. The total intrinsic value of SARs
exercised was $.2, $.1, and zero in fiscal 2009, 2008, and 2007, respectively.
27
Restricted Stock Awards
Information about the Companys restricted stock awards (nonvested stock) is summarized in the
following table. Approximately 59,755, 37,755, 37,755, 42,833, 42,833, and 42,834 shares are
scheduled to vest in fiscal 2011, 2012, 2013, 2014, 2015, and 2016, respectively, but would vest
immediately in the event of a qualifying retirement or involuntary termination (other than for
cause). The grant date market value of each award is recorded as a reduction of shareholders
equity and amortized on a straight-line basis over the expected vesting period. The total fair
value of restricted stock awards that vested during fiscal 2009,
2008, and 2007 was $.9, zero, and
zero, respectively.
Weighted | ||||||||
Average | ||||||||
Grant Date | ||||||||
Number | Fair Value | |||||||
Nonvested at September 30, 2008 |
323,301 | $ | 50.34 | |||||
Granted |
865 | 57.79 | ||||||
Vested |
(25,401 | ) | 34.80 | |||||
Forfeited |
(35,000 | ) | 55.20 | |||||
Nonvested at September 30, 2009 |
263,765 | 51.22 | ||||||
Other Stock-Based Compensation Awards
On August 4, 2008, the Company granted a restricted incentive award to certain Post Foods
employees. The award, which will be paid in cash on August 4, 2011, will be equal to the value of
15,600 shares of the Companys stock on that day. The estimated fair value of the payout is being
accrued on a straight-line basis over the period from August 4, 2008 to August 4, 2011. Related
expense recorded for fiscal 2009 and 2008 was $.3 and $.1, respectively.
On September 25, 2008, the Board of Directors approved a long-term cash incentive award for
the corporate officers. The incentive is tied to stock price improvements driven by the successful
integration of the Post Foods acquisition and continued improvement of existing businesses, as well
as continued employment. As of September 30, 2009, the maximum incentive award totaled $12.0 for
all corporate officers and will be paid if, for twenty consecutive trading days between June 1 and
December 30, 2010, the Companys stock price maintains an average closing price of at least $85.00
per share. A graduated reduced payout will be made if the Companys highest 20-day average stock
price during that period is below $85.00 but above $80.00 per share. The estimated fair value of
the payout (based upon the Companys current assessment of the likelihood of the achievement of
stock price targets) is being accrued on a straight-line basis over the period from September 25,
2008 to December 30, 2010. Related expense recorded for fiscal 2009 and 2008 was $1.0 and zero,
respectively.
Deferred Compensation
The Incentive Stock Plan provides for deferred compensation plans for non-management directors
and key employees, as well as an Executive Savings Investment Plan.
Under the Deferred Compensation Plan for Non-Management Directors, any non-management director
may elect to defer, within certain limitations, his retainer and fees until retirement or other
termination of his directorship. Deferrals may be made in Ralcorp common stock equivalents (Equity
Option) or in cash under a number of funds operated by The Vanguard Group Inc. with a variety of
investment strategies and objectives (Vanguard Funds). Deferrals in the Equity Option receive a 33
1/3% Company matching contribution that is fully vested. All distributions under this plan are
paid in cash.
Under the Deferred Compensation Plan for Key Employees, eligible employees may elect to defer
payment of all or a portion of their bonus until some later date. Deferrals may be made in the
Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option are
distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.
28
The Executive Savings Investment Plan generally allows eligible employees to defer up to 44%
of their cash compensation. However, once they have reached the legislated maximum annual pre-tax
contribution to the Companys Savings Investment Plan [401(k)] or their compensation exceeds the
legislated maximum compensation that can be recognized under that plan, they are eligible to defer
an additional 2% to 6% of their cash compensation, a portion of which receives a Company matching
contribution that vests at a rate of 25% for each year of Company service. Deferrals may be made
in the Equity Option or in the Vanguard Funds. Under this plan, deferrals into the Equity Option
are distributed in Ralcorp stock, while deferrals into the Vanguard Funds are distributed in cash.
Matching contributions related to these deferred compensation plans resulted in additional
compensation expense of approximately $.5, $.4, and $.3 for fiscal 2009, 2008, and 2007,
respectively. Market adjustments to the liability and investment related to these plans resulted
in a pretax gain of $1.3 for fiscal 2009, and pretax expense of $1.5 and $.9 for fiscal 2008 and
2007, respectively.
NOTE 19 SEGMENT INFORMATION
The Companys operating segments offer different products and are generally managed separately.
Effective October 1, 2009, the Company revised its management reporting structure and realigned its reportable segments in accordance with ASC Topic 280, Segment Reporting. Operations
previously reported separately as the Snacks segment and the Sauces & Spreads segment have been combined to form the Snacks, Sauces & Spreads segment. Reported segment information for all
periods presented has been restated to reflect this new structure.
Management evaluates each segments performance based on its profit contribution, which is
profit or loss from operations before income taxes, interest, costs related to restructuring
activities, and other unallocated corporate income and expenses.
The accounting policies of the segments are the same as those described in Note 1. The
Companys revenues were primarily generated by sales within the United States; foreign sales were
immaterial (approximately 2% of total net sales). As of
September 30, 2009, all of the Companys
long-lived assets were located in the United States except for property
located in Canada with a net carrying value of
approximately $114.2. There were no material intersegment revenues (less than 1% of total net sales).
In fiscal 2009, one customer accounted for $738.7, or approximately 19%, of total net sales.
Each of the segments sells products to this major customer.
29
The following tables present information about reportable segments as of and for the years
ended September 30. Note that Additions to property and intangibles excludes additions through
business acquisitions (see Note 2).
2009 | 2008 | 2007 | ||||||||||
Net sales |
||||||||||||
Cereals |
$ | 1,873.9 | $ | 936.5 | $ | 554.9 | ||||||
Snacks, Sauces & Spreads |
1,323.2 | 1,176.1 | 1,058.9 | |||||||||
Frozen Bakery Products |
694.8 | 711.8 | 619.6 | |||||||||
Total |
$ | 3,891.9 | $ | 2,824.4 | $ | 2,233.4 | ||||||
Profit contribution |
||||||||||||
Cereals |
$ | 342.6 | $ | 118.1 | $ | 58.3 | ||||||
Snacks, Sauces & Spreads |
117.6 | 62.8 | 64.6 | |||||||||
Frozen Bakery Products |
69.1 | 63.7 | 70.4 | |||||||||
Total segment profit contribution |
529.3 | 244.6 | 193.3 | |||||||||
Interest expense, net |
(99.0 | ) | (54.6 | ) | (42.3 | ) | ||||||
Gain (loss) on forward sale contracts |
17.6 | 111.8 | (87.7 | ) | ||||||||
Gain on sale of securities |
70.6 | 7.1 | | |||||||||
Restructuring charges |
(.5 | ) | (1.7 | ) | (.9 | ) | ||||||
Acquired inventory valuation adjustment |
(.4 | ) | (23.4 | ) | | |||||||
Stock-based compensation expense |
(13.4 | ) | (11.5 | ) | (8.2 | ) | ||||||
Post Foods transition and integration costs |
(31.6 | ) | (7.9 | ) | | |||||||
Other unallocated corporate expenses |
(35.1 | ) | (23.9 | ) | (23.7 | ) | ||||||
Earnings before income taxes and equity earnings |
$ | 437.5 | $ | 240.5 | $ | 30.5 | ||||||
Additions to property and intangibles |
||||||||||||
Cereals |
$ | 50.6 | $ | 18.1 | $ | 8.8 | ||||||
Snacks, Sauces & Spreads |
29.6 | 26.7 | 19.6 | |||||||||
Frozen Bakery Products |
12.3 | 14.6 | 20.4 | |||||||||
Corporate |
22.5 | 3.7 | 2.9 | |||||||||
Total |
$ | 115.0 | $ | 63.1 | $ | 51.7 | ||||||
Depreciation and amortization |
||||||||||||
Cereals |
$ | 71.3 | $ | 29.5 | $ | 14.4 | ||||||
Snacks, Sauces & Spreads |
31.1 | 28.5 | 30.0 | |||||||||
Frozen Bakery Products |
35.4 | 36.3 | 33.3 | |||||||||
Corporate |
6.9 | 5.2 | 4.7 | |||||||||
Total |
$ | 144.7 | $ | 99.5 | $ | 82.4 | ||||||
Assets, end of year |
||||||||||||
Cereals |
$ | 3,621.2 | $ | 3,762.1 | $ | 265.9 | ||||||
Snacks, Sauces & Spreads |
604.0 | 525.7 | 512.7 | |||||||||
Frozen Bakery Products |
723.9 | 788.7 | 811.4 | |||||||||
Total segment assets |
4,949.1 | 5,076.5 | 1,590.0 | |||||||||
Investment in Ralcorp Receivables Corporation |
134.4 | 56.5 | 55.3 | |||||||||
Investment in Vail Resorts, Inc. |
| 126.0 | 110.9 | |||||||||
Other unallocated corporate assets |
368.7 | 84.9 | 96.9 | |||||||||
Total |
$ | 5,452.2 | $ | 5,343.9 | $ | 1,853.1 | ||||||
30
NOTE 20 QUARTERLY FINANCIAL DATA (UNAUDITED)
The results for any single quarter are not necessarily indicative of the Companys results for
any other quarter or the full year. Due to the Companys equity interest in Vail (see Note 5),
which typically yielded more than the entire years equity income during the Companys second and
third fiscal quarters, net earnings of the Company were seasonal. Selected quarterly financial data is shown below. The
gain (loss) on forward sale contracts, gain on sale of securities, Post Foods transition and
integration costs, inventory valuation adjustments on acquisitions, and restructuring charges are
unusual or infrequently occurring items and are described in Note 6, Note 5, Note 3, and Note 2
respectively.
First | Second | Third | Fourth | Total | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | Year | ||||||||||||||||
Fiscal 2009 |
||||||||||||||||||||
Net sales |
$ | 968.2 | $ | 946.5 | $ | 994.0 | $ | 983.2 | $ | 3,891.9 | ||||||||||
Gross profit |
246.3 | 259.4 | 273.8 | 278.3 | 1,057.8 | |||||||||||||||
Gain (loss) on forward sale contracts |
22.5 | 19.6 | (24.5 | ) | | 17.6 | ||||||||||||||
Gain on sale of securities |
15.8 | | 28.0 | 26.8 | 70.6 | |||||||||||||||
Post Foods transition and integration costs |
(7.1 | ) | (7.8 | ) | (13.2 | ) | (3.5 | ) | (31.6 | ) | ||||||||||
Acquired inventory valuation adjustment |
| | (.4 | ) | | (.4 | ) | |||||||||||||
Restructuring charges |
(.1 | ) | (.2 | ) | (.1 | ) | (.1 | ) | (.5 | ) | ||||||||||
Net earnings |
65.5 | 70.2 | 74.8 | 79.9 | 290.4 | |||||||||||||||
Diluted earnings per share |
1.15 | 1.23 | 1.31 | 1.40 | 5.09 | |||||||||||||||
Fiscal 2008 |
||||||||||||||||||||
Net sales |
$ | 650.7 | $ | 641.6 | $ | 658.6 | $ | 873.5 | $ | 2,824.4 | ||||||||||
Gross profit |
113.4 | 102.6 | 114.9 | 175.4 | 506.3 | |||||||||||||||
Gain on forward sale contracts |
37.8 | 24.5 | 21.7 | 27.8 | 111.8 | |||||||||||||||
Gain on sale of securities |
| | | 7.1 | 7.1 | |||||||||||||||
Post Foods transition and integration costs |
| | (1.6 | ) | (6.3 | ) | (7.9 | ) | ||||||||||||
Acquired inventory valuation adjustment |
| | | (23.4 | ) | (23.4 | ) | |||||||||||||
Restructuring charges |
(.7 | ) | (.7 | ) | (.3 | ) | | (1.7 | ) | |||||||||||
Net earnings |
42.4 | 38.5 | 45.8 | 41.1 | 167.8 | |||||||||||||||
Diluted earnings per share |
1.61 | 1.46 | 1.73 | .90 | 5.38 |
NOTE 21 SUBSEQUENT EVENTS (UNAUDITED)
The Company has evaluated subsequent events through November 30, 2009, the date on which the
financial statements presented herein were issued as part of its
Annual Report on Form 10-K for the period ended September 30, 2009 and through February 5, 2010, the date on which the
financial statements presented herein were re-issued to reflect the change in segments (as discussed in Note 19) and the presentation of the condensed consolidating financial information (in Note 22).
31
NOTE 22 CONDENSED FINANCIAL STATEMENTS OF GUARANTORS
As described in Note 14, on August 14, 2009, the Company issued $300.0 of 6.625% Senior Notes
maturing 2039. The notes are fully and unconditionally guaranteed on a joint and several basis by
most of Ralcorps domestic subsidiaries (Guarantor Subsidiaries), each of which is wholly owned,
directly or indirectly, by Ralcorp Holdings, Inc. (Parent Company). In addition, such securities
are collateralized by 65% of the stock of Ralcorps indirectly wholly owned foreign subsidiaries.
The notes are not guaranteed by the foreign subsidiaries and a few of Ralcorps wholly owned
domestic subsidiaries (Non-Guarantor Subsidiaries).
Set forth below are condensed consolidating financial statements presenting the results of
operations, financial position, and cash flows of the Parent Company, the Guarantor Subsidiaries on
a combined basis, and the Non-Guarantor Subsidiaries on a combined basis, along with the
eliminations necessary to arrive at the information for Ralcorp Holdings, Inc. on a consolidated
basis. Eliminations represent adjustments to eliminate investments in subsidiaries and
intercompany balances and transactions between or among the Parent Company, the Guarantor
Subsidiaries, and the Non-Guarantor Subsidiaries. For this presentation, investments in
subsidiaries are accounted for using the equity method of accounting.
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Year Ended September 30, 2009 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net Sales |
$ | 544.5 | $ | 3,275.2 | $ | 181.4 | $ | (109.2 | ) | $ | 3,891.9 | |||||||||
Other intercompany revenues |
1.9 | 6.0 | 32.9 | (40.8 | ) | | ||||||||||||||
Cost of products sold |
(409.5 | ) | (2,384.1 | ) | (149.7 | ) | 109.2 | (2,834.1 | ) | |||||||||||
Gross Profit |
136.9 | 897.1 | 64.6 | (40.8 | ) | 1,057.8 | ||||||||||||||
Selling, general and administrative expenses |
(158.3 | ) | (445.4 | ) | (46.1 | ) | 40.8 | (609.0 | ) | |||||||||||
Interest (expense) income, net |
(101.7 | ) | (1.2 | ) | 3.9 | | (99.0 | ) | ||||||||||||
Gain on forward sale contracts |
| 17.6 | | | 17.6 | |||||||||||||||
Gain on sale of securities |
| 70.6 | | | 70.6 | |||||||||||||||
Restructuring charges |
(.5 | ) | | | | (.5 | ) | |||||||||||||
Earnings before Income Taxes and Equity Earnings |
(123.6 | ) | 538.7 | 22.4 | | 437.5 | ||||||||||||||
Income taxes |
15.3 | (167.8 | ) | (4.4 | ) | | (156.9 | ) | ||||||||||||
Earnings before Equity Earnings |
(108.3 | ) | 370.9 | 18.0 | | 280.6 | ||||||||||||||
Equity in earnings of subsidiaries |
398.7 | 2.6 | | (401.3 | ) | | ||||||||||||||
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes |
| 9.8 | | | 9.8 | |||||||||||||||
Net Earnings |
$ | 290.4 | $ | 383.3 | $ | 18.0 | $ | (401.3 | ) | $ | 290.4 | |||||||||
32
Year Ended September 30, 2008 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net Sales |
$ | 486.3 | $ | 2,310.8 | $ | 108.1 | $ | (80.8 | ) | $ | 2,824.4 | |||||||||
Other intercompany revenues |
1.7 | 3.8 | 24.8 | (30.3 | ) | | ||||||||||||||
Cost of products sold |
(392.8 | ) | (1,906.3 | ) | (99.8 | ) | 80.8 | (2,318.1 | ) | |||||||||||
Gross Profit |
95.2 | 408.3 | 33.1 | (30.3 | ) | 506.3 | ||||||||||||||
Selling, general and administrative expenses |
(110.9 | ) | (227.2 | ) | (20.6 | ) | 30.3 | (328.4 | ) | |||||||||||
Interest (expense) income, net |
(60.0 | ) | (1.0 | ) | 6.4 | | (54.6 | ) | ||||||||||||
Gain on forward sale contracts |
| 111.8 | | | 111.8 | |||||||||||||||
Gain on sale of securities |
| 7.1 | | | 7.1 | |||||||||||||||
Restructuring charges |
(1.7 | ) | | | | (1.7 | ) | |||||||||||||
Earnings before Income Taxes and Equity Earnings |
(77.4 | ) | 299.0 | 18.9 | | 240.5 | ||||||||||||||
Income taxes |
6.8 | (88.5 | ) | (5.0 | ) | | (86.7 | ) | ||||||||||||
Earnings before Equity Earnings |
(70.6 | ) | 210.5 | 13.9 | | 153.8 | ||||||||||||||
Equity in earnings of subsidiaries |
238.4 | .6 | | (239.0 | ) | | ||||||||||||||
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes |
| 14.0 | | | 14.0 | |||||||||||||||
Net Earnings |
$ | 167.8 | $ | 225.1 | $ | 13.9 | $ | (239.0 | ) | $ | 167.8 | |||||||||
Year Ended September 30, 2007 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Net Sales |
$ | 425.1 | $ | 1,735.8 | $ | 82.0 | $ | (9.5 | ) | $ | 2,233.4 | |||||||||
Other intercompany revenues |
1.5 | 3.4 | 22.7 | (27.6 | ) | | ||||||||||||||
Cost of products sold |
(320.6 | ) | (1,436.2 | ) | (71.9 | ) | 9.5 | (1,819.2 | ) | |||||||||||
Gross Profit |
106.0 | 303.0 | 32.8 | (27.6 | ) | 414.2 | ||||||||||||||
Selling, general and administrative expenses |
(93.8 | ) | (169.8 | ) | (16.8 | ) | 27.6 | (252.8 | ) | |||||||||||
Interest (expense) income, net |
(48.5 | ) | (.9 | ) | 7.1 | | (42.3 | ) | ||||||||||||
Loss on forward sale contracts |
| (87.7 | ) | | | (87.7 | ) | |||||||||||||
Restructuring charges |
(.9 | ) | | | | (.9 | ) | |||||||||||||
Earnings before Income Taxes and Equity Earnings |
(37.2 | ) | 44.6 | 23.1 | | 30.5 | ||||||||||||||
Income taxes |
(1.4 | ) | 1.7 | (7.8 | ) | | (7.5 | ) | ||||||||||||
Earnings before Equity Earnings |
(38.6 | ) | 46.3 | 15.3 | | 23.0 | ||||||||||||||
Equity in earnings of subsidiaries |
70.5 | 2.4 | | (72.9 | ) | | ||||||||||||||
Equity in earnings of Vail Resorts, Inc.,
net of related deferred income taxes |
| 8.9 | | | 8.9 | |||||||||||||||
Net Earnings |
$ | 31.9 | $ | 57.6 | $ | 15.3 | $ | (72.9 | ) | $ | 31.9 | |||||||||
33
CONDENSED CONSOLIDATING BALANCE SHEETS
September 30, 2009 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets |
||||||||||||||||||||
Current Assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 263.5 | $ | .2 | $ | 19.1 | $ | | $ | 282.8 | ||||||||||
Marketable securities |
12.0 | | | | 12.0 | |||||||||||||||
Investment in Ralcorp Receivables Corporation |
159.7 | | | (25.3 | ) | 134.4 | ||||||||||||||
Receivables, net |
7.5 | 114.2 | 151.2 | (137.0 | ) | 135.9 | ||||||||||||||
Inventories |
69.0 | 287.6 | 9.3 | | 365.9 | |||||||||||||||
Deferred income taxes |
4.6 | 6.2 | (.2 | ) | | 10.6 | ||||||||||||||
Prepaid expenses and other current assets |
2.3 | 2.0 | 8.3 | | 12.6 | |||||||||||||||
Total Current Assets |
518.6 | 410.2 | 187.7 | (162.3 | ) | 954.2 | ||||||||||||||
Intercompany Notes and Interest |
| | 66.1 | (66.1 | ) | | ||||||||||||||
Investment in Subsidiaries |
4,053.7 | 183.4 | | (4,237.1 | ) | | ||||||||||||||
Property |
229.1 | 1,113.1 | 116.6 | | 1,458.8 | |||||||||||||||
Accumulated Depreciation |
(156.5 | ) | (366.2 | ) | (23.0 | ) | | (545.7 | ) | |||||||||||
Goodwill |
| 2,342.5 | 44.1 | | 2,386.6 | |||||||||||||||
Other Intangible Assets |
50.9 | 1,225.4 | 26.8 | | 1,303.1 | |||||||||||||||
Accumulated Amortization |
(28.6 | ) | (95.4 | ) | (6.9 | ) | | (130.9 | ) | |||||||||||
Other Assets |
5.7 | 20.3 | .1 | | 26.1 | |||||||||||||||
Total Assets |
$ | 4,672.9 | $ | 4,833.3 | $ | 411.5 | $ | (4,465.5 | ) | $ | 5,452.2 | |||||||||
Liabilities and Shareholders Equity |
||||||||||||||||||||
Current Liabilities |
||||||||||||||||||||
Accounts and notes payable |
$ | 69.8 | $ | 157.6 | $ | 15.6 | $ | (2.6 | ) | $ | 240.4 | |||||||||
Due to Kraft Foods Inc. |
| 13.3 | .3 | | 13.6 | |||||||||||||||
Other current liabilities |
115.4 | 101.9 | 7.7 | | 225.0 | |||||||||||||||
Total Current Liabilities |
185.2 | 272.8 | 23.6 | (2.6 | ) | 479.0 | ||||||||||||||
Intercompany Notes and Interest |
48.5 | 17.6 | | (66.1 | ) | | ||||||||||||||
Long-term Debt |
1,611.4 | | | | 1,611.4 | |||||||||||||||
Deferred Income Taxes |
(43.5 | ) | 511.2 | (3.1 | ) | | 464.6 | |||||||||||||
Other Liabilities |
165.7 | 18.8 | 7.1 | | 191.6 | |||||||||||||||
Total Liabilities |
1,967.3 | 820.4 | 27.6 | (68.7 | ) | 2,746.6 | ||||||||||||||
Shareholders Equity |
||||||||||||||||||||
Common stock |
.6 | | | | .6 | |||||||||||||||
Other shareholders equity |
2,705.0 | 4,012.9 | 383.9 | (4,396.8 | ) | 2,705.0 | ||||||||||||||
Total Shareholders Equity |
2,705.6 | 4,012.9 | 383.9 | (4,396.8 | ) | 2,705.6 | ||||||||||||||
Total Liabilities and
Shareholders Equity |
$ | 4,672.9 | $ | 4,833.3 | $ | 411.5 | $ | (4,465.5 | ) | $ | 5,452.2 | |||||||||
34
September 30, 2008 | ||||||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||||||
Company | Subsidiaries | Subsidiaries | Eliminations | Consolidated | ||||||||||||||||
Assets |
||||||||||||||||||||
Current Assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 6.0 | $ | .9 | $ | 7.2 | $ | | $ | 14.1 | ||||||||||
Marketable securities |
9.2 | | | | 9.2 | |||||||||||||||
Investment in Ralcorp Receivables Corporation |
139.0 | | | (82.5 | ) | 56.5 | ||||||||||||||
Receivables, net |
8.6 | 140.1 | 68.9 | (57.5 | ) | 160.1 | ||||||||||||||
Due from Kraft Foods Inc. |
| 45.8 | 3.2 | | 49.0 | |||||||||||||||
Inventories |
57.8 | 254.6 | 24.6 | | 337.0 | |||||||||||||||
Deferred income taxes |
14.5 | 1.8 | .2 | | 16.5 | |||||||||||||||
Prepaid expenses and other current assets |
3.9 | .2 | 1.3 | | 5.4 | |||||||||||||||
Total Current Assets |
239.0 | 443.4 | 105.4 | (140.0 | ) | 647.8 | ||||||||||||||
Intercompany Notes and Interest |
2.6 | | 121.6 | (124.2 | ) | | ||||||||||||||
Investment in Vail Resorts, Inc. |
| 126.0 | | | 126.0 | |||||||||||||||
Investment in Subsidiaries |
4,061.2 | 178.3 | | (4,239.5 | ) | | ||||||||||||||
Property |
214.1 | 1,029.8 | 106.4 | | 1,350.3 | |||||||||||||||
Accumulated Depreciation |
(146.3 | ) | (287.5 | ) | (13.4 | ) | | (447.2 | ) | |||||||||||
Goodwill |
| 2,414.6 | 39.7 | | 2,454.3 | |||||||||||||||
Other Intangible Assets |
45.0 | 1,218.2 | 27.0 | | 1,290.2 | |||||||||||||||
Accumulated Amortization |
(34.8 | ) | (60.7 | ) | (5.2 | ) | | (100.7 | ) | |||||||||||
Other Assets |
22.8 | .3 | .1 | | 23.2 | |||||||||||||||
Total Assets |
$ | 4,403.6 | $ | 5,062.4 | $ | 381.6 | $ | (4,503.7 | ) | $ | 5,343.9 | |||||||||
Liabilities and Shareholders Equity |
||||||||||||||||||||
Current Liabilities |
||||||||||||||||||||
Accounts and notes payable |
$ | 49.2 | $ | 147.2 | $ | 9.3 | $ | (1.0 | ) | $ | 204.7 | |||||||||
Other current liabilities |
66.7 | 110.7 | 9.8 | | 187.2 | |||||||||||||||
Total Current Liabilities |
115.9 | 257.9 | 19.1 | (1.0 | ) | 391.9 | ||||||||||||||
Intercompany Notes and Interest |
104.9 | 16.7 | 2.6 | (124.2 | ) | | ||||||||||||||
Long-term Debt |
1,662.9 | 5.9 | | | 1,668.8 | |||||||||||||||
Deferred Income Taxes |
(21.6 | ) | 625.2 | (2.0 | ) | | 601.6 | |||||||||||||
Other Liabilities |
130.0 | 134.5 | 5.6 | | 270.1 | |||||||||||||||
Total Liabilities |
1,992.1 | 1,040.2 | 25.3 | (125.2 | ) | 2,932.4 | ||||||||||||||
Shareholders Equity |
||||||||||||||||||||
Common stock |
.6 | | | | .6 | |||||||||||||||
Other shareholders equity |
2,410.9 | 4,022.2 | 356.3 | (4,378.5 | ) | 2,410.9 | ||||||||||||||
Total Shareholders Equity |
2,411.5 | 4,022.2 | 356.3 | (4,378.5 | ) | 2,411.5 | ||||||||||||||
Total Liabilities and Shareholders Equity |
$ | 4,403.6 | $ | 5,062.4 | $ | 381.6 | $ | (4,503.7 | ) | $ | 5,343.9 | |||||||||
35
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Year Ended September 30, 2009 | ||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||
Company | Subsidiaries | Subsidiaries | Consolidated | |||||||||||||
Net Cash (Used) Provided by Operating Activities |
$ | (148.3 | ) | $ | 458.7 | $ | 16.3 | $ | 326.7 | |||||||
Cash Flows from Investing Activities |
||||||||||||||||
Business acquisitions, net of cash acquired |
4.2 | (59.2 | ) | | (55.0 | ) | ||||||||||
Additions to property and intangible assets |
(33.2 | ) | (71.5 | ) | (10.3 | ) | (115.0 | ) | ||||||||
Proceeds from sale of property |
| .1 | | .1 | ||||||||||||
Purchase of securities |
(16.2 | ) | | | (16.2 | ) | ||||||||||
Proceeds from sale or maturity of securities |
13.5 | 82.4 | | 95.9 | ||||||||||||
Intercompany investments and advances |
411.7 | (416.2 | ) | 4.5 | | |||||||||||
Net Cash Provided (Used) by Investing Activities |
380.0 | (464.4 | ) | (5.8 | ) | (90.2 | ) | |||||||||
Cash Flows from Financing Activities |
||||||||||||||||
Proceeds from issuance of long-term debt |
400.0 | | | 400.0 | ||||||||||||
Repayment of long-term debt |
(389.7 | ) | | | (389.7 | ) | ||||||||||
Net repayments under credit arrangements |
(22.1 | ) | | | (22.1 | ) | ||||||||||
Proceeds and tax benefits from exercise of stock awards |
15.2 | | | 15.2 | ||||||||||||
Change in book cash overdrafts |
23.4 | 5.3 | (.9 | ) | 27.8 | |||||||||||
Other, net |
(1.0 | ) | (.3 | ) | | (1.3 | ) | |||||||||
Net Cash Provided (Used) by Financing Activities |
25.8 | 5.0 | (.9 | ) | 29.9 | |||||||||||
Effect of exchange rate changes on cash |
| | 2.3 | 2.3 | ||||||||||||
Net Increase (Decrease) in Cash and Cash Equivalents |
257.5 | (.7 | ) | 11.9 | 268.7 | |||||||||||
Cash and Cash Equivalents, Beginning of Year |
6.0 | .9 | 7.2 | 14.1 | ||||||||||||
Cash and Cash Equivalents, End of Year |
$ | 263.5 | $ | .2 | $ | 19.1 | $ | 282.8 | ||||||||
36
Year Ended September 30, 2008 | ||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||
Company | Subsidiaries | Subsidiaries | Consolidated | |||||||||||||
Net Cash (Used) Provided by Operating Activities |
$ | (81.5 | ) | $ | 164.2 | $ | 50.1 | $ | 132.8 | |||||||
Cash Flows from Investing Activities |
||||||||||||||||
Business acquisitions, net of cash acquired |
(24.4 | ) | 4.1 | | (20.3 | ) | ||||||||||
Additions to property and intangible assets |
(11.2 | ) | (48.3 | ) | (3.0 | ) | (62.5 | ) | ||||||||
Proceeds from sale of property |
| .2 | | .2 | ||||||||||||
Purchase of securities |
(38.8 | ) | | | (38.8 | ) | ||||||||||
Proceeds from sale or maturity of securities |
36.7 | 13.7 | | 50.4 | ||||||||||||
Intercompany investments and advances |
183.8 | (143.1 | ) | (40.7 | ) | | ||||||||||
Net Cash Provided (Used) by Investing Activities |
146.1 | (173.4 | ) | (43.7 | ) | (71.0 | ) | |||||||||
Cash Flows from Financing Activities |
||||||||||||||||
Repayment of long-term debt |
(39.7 | ) | | | (39.7 | ) | ||||||||||
Net repayments under credit arrangements |
(19.9 | ) | (.1 | ) | | (20.0 | ) | |||||||||
Purchase of treasury stock |
(5.6 | ) | | | (5.6 | ) | ||||||||||
Proceeds and tax benefits from exercise of stock awards |
3.9 | | | 3.9 | ||||||||||||
Change in book cash overdrafts |
2.2 | 7.3 | (5.0 | ) | 4.5 | |||||||||||
Other, net |
| (.2 | ) | .3 | .1 | |||||||||||
Net Cash (Used) Provided by Financing Activities |
(59.1 | ) | 7.0 | (4.7 | ) | (56.8 | ) | |||||||||
Effect of exchange rate changes on cash |
| | (.8 | ) | (.8 | ) | ||||||||||
Net Increase (Decrease) in Cash and Cash Equivalents |
5.5 | (2.2 | ) | .9 | 4.2 | |||||||||||
Cash and Cash Equivalents, Beginning of Year |
.5 | 3.1 | 6.3 | 9.9 | ||||||||||||
Cash and Cash Equivalents, End of Year |
$ | 6.0 | $ | .9 | $ | 7.2 | $ | 14.1 | ||||||||
Year Ended September 30, 2007 | ||||||||||||||||
Parent | Guarantor | Non-Guarantor | ||||||||||||||
Company | Subsidiaries | Subsidiaries | Consolidated | |||||||||||||
Net Cash Provided by Operating Activities |
$ | 44.1 | $ | 169.6 | $ | 3.9 | $ | 217.6 | ||||||||
Cash Flows from Investing Activities |
||||||||||||||||
Business acquisitions, net of cash acquired |
| (331.9 | ) | | (331.9 | ) | ||||||||||
Additions to property and intangible assets |
(10.9 | ) | (34.3 | ) | (6.5 | ) | (51.7 | ) | ||||||||
Proceeds from sale of property |
| .2 | | .2 | ||||||||||||
Purchase of securities |
(8.9 | ) | | | (8.9 | ) | ||||||||||
Proceeds from sale or maturity of securities |
4.8 | | | 4.8 | ||||||||||||
Intercompany investments and advances |
(171.5 | ) | 171.0 | .5 | | |||||||||||
Net Cash Used by Investing Activities |
(186.5 | ) | (195.0 | ) | (6.0 | ) | (387.5 | ) | ||||||||
Cash Flows from Financing Activities |
||||||||||||||||
Proceeds from issuance of long-term debt |
200.0 | | | 200.0 | ||||||||||||
Repayment of long-term debt |
(29.0 | ) | | | (29.0 | ) | ||||||||||
Net borrowings under credit arrangements |
40.0 | | | 40.0 | ||||||||||||
Advance proceeds from forward sale of securities |
| 29.5 | | 29.5 | ||||||||||||
Purchase of treasury stock |
(78.8 | ) | | | (78.8 | ) | ||||||||||
Proceeds and tax benefits from exercise of stock awards |
5.5 | | | 5.5 | ||||||||||||
Change in book cash overdrafts |
(1.3 | ) | (10.5 | ) | 4.6 | (7.2 | ) | |||||||||
Net Cash Provided by Financing Activities |
136.4 | 19.0 | 4.6 | 160.0 | ||||||||||||
Effect of exchange rate changes on cash |
| | .7 | .7 | ||||||||||||
Net (Decrease) Increase in Cash and Cash Equivalents |
(6.0 | ) | (6.4 | ) | 3.2 | (9.2 | ) | |||||||||
Cash and Cash Equivalents, Beginning of Year |
6.5 | 9.5 | 3.1 | 19.1 | ||||||||||||
Cash and Cash Equivalents, End of Year |
$ | .5 | $ | 3.1 | $ | 6.3 | $ | 9.9 | ||||||||
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