Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding
company, today reported results for the fourth fiscal quarter and
fiscal year ended September 30, 2022.
Highlights:
- Fourth quarter net sales of $1.6
billion; operating profit of
$131.9 million; net earnings from
continuing operations of $83.9 million
and Adjusted EBITDA of $279.7
million
- Fiscal year net sales of $5.9
billion; operating profit of
$415.6 million; net earnings from
continuing operations of $735.0 million
and Adjusted EBITDA of $963.5
million
- Generated $384.2 million
in cash from continuing operations in fiscal year
2022
- Fiscal year 2023 Adjusted EBITDA (non-GAAP) expected to
range between $990-$1,040 million
Basis of Presentation
On March 10, 2022, Post’s distribution to its shareholders of
80.1% of its interest in BellRing Brands, Inc. (“BellRing”) was
completed. Accordingly, the historical results of the BellRing
business have been presented as discontinued operations in Post’s
financial statements for all periods.
Fourth Quarter Consolidated Operating
Results
Net sales were $1,579.1 million, an increase of 16.5%, or $223.2
million, compared to $1,355.9 million in the prior year period.
Gross profit was $392.6 million, or 24.9% of net sales, an increase
of 18.1%, or $60.1 million, compared to $332.5 million, or 24.5% of
net sales, in the prior year period. Results for the fourth quarter
of 2022 reflected pricing actions across the business which offset
input and freight inflation. Supply chain disruptions eased
slightly during the fourth quarter of 2022 but continued to drive
higher manufacturing costs and customer order fulfillment rates
below optimal levels.
Selling, general and administrative (“SG&A”) expenses were
$223.8 million, or 14.2% of net sales, an increase of 9.9%, or
$20.1 million, compared to $203.7 million, or 15.0% of net sales,
in the prior year period. Operating profit was $131.9 million, an
increase of 55.7%, or $47.2 million, compared to $84.7 million in
the prior year period.
Net earnings from continuing operations were $83.9 million, an
increase of 910.8%, or $75.6 million, compared to $8.3 million in
the prior year period. Net earnings from continuing operations
included the following:
|
Three Months Ended September 30, |
(in millions) |
|
2022 |
|
|
|
2021 |
|
Gain on extinguishment of
debt, net (1) |
$ |
(81.7 |
) |
|
$ |
— |
|
Income on swaps, net (1) |
|
(45.1 |
) |
|
|
(17.2 |
) |
Loss on investment in BellRing
(1) |
|
45.7 |
|
|
|
— |
|
United Kingdom (“U.K.”) tax
reform expense (1) |
|
0.5 |
|
|
|
0.7 |
|
Equity method loss, net of
tax |
|
17.8 |
|
|
|
17.4 |
|
Net earnings attributable to
noncontrolling interests (2) |
|
2.5 |
|
|
|
7.6 |
|
|
|
|
|
(1) Discussed
later in this release and were treated as adjustments for non-GAAP
measures. |
(2) Primarily
reflected the allocation of 69.0% of Post Holdings Partnering
Corporation’s (“PHPC”) consolidated net earnings to noncontrolling
interests. |
|
Diluted earnings from continuing operations per common share
were $1.32, compared to $0.06 in the prior year period. Adjusted
net earnings from continuing operations were $54.1 million, or
$0.85 per diluted common share, compared to $6.8 million, or $0.11
per diluted common share, in the prior year period.
Adjusted EBITDA was $279.7 million, an increase of 31.9%, or
$67.7 million, compared to $212.0 million in the prior year
period.
The prior year period included net earnings from discontinued
operations, net of tax and noncontrolling interest of $21.6
million. Net earnings were $83.9 million, or $1.32 per diluted
common share, compared to $29.9 million, or $0.39 per diluted
common share, in the prior year period.
Fiscal Year 2022 Consolidated Operating
Results
Net sales were $5,851.2 million, an increase of 17.5%, or $870.5
million, compared to $4,980.7 million in the prior year. Gross
profit was $1,467.5 million, or 25.1% of net sales, an increase of
2.8%, or $39.4 million, compared to $1,428.1 million, or 28.7% of
net sales, in the prior year.
SG&A expenses were $904.7 million, or 15.5% of net sales, an
increase of 12.1%, or $97.7 million, compared to $807.0 million, or
16.2% of net sales, in the prior year. SG&A expenses in fiscal
year 2022 included $32.1 million of transaction costs, which were
primarily related to the BellRing distribution and were treated as
an adjustment for non-GAAP measures. Operating profit was $415.6
million, a decrease of 14.8%, or $72.1 million, compared to $487.7
million in the prior year.
Net earnings from continuing operations were $735.0 million, an
increase of 600.7%, or $630.1 million, compared to $104.9 million
in the prior year. Net earnings from continuing operations included
the following:
|
Year Ended September 30, |
(in millions) |
|
2022 |
|
|
|
2021 |
|
(Gain) loss on extinguishment
of debt, net (1) |
$ |
(72.6 |
) |
|
$ |
93.2 |
|
Income on swaps, net (1) |
|
(268.0 |
) |
|
|
(122.8 |
) |
Gain on investment in BellRing
(1) |
|
(437.1 |
) |
|
|
— |
|
U.K. tax reform expense
(1) |
|
0.9 |
|
|
|
40.0 |
|
Equity method loss, net of
tax |
|
67.1 |
|
|
|
43.9 |
|
Net earnings attributable to
noncontrolling interests (2) |
|
7.5 |
|
|
|
7.0 |
|
|
|
|
|
(1) Discussed
later in this release and were treated as adjustments for non-GAAP
measures. |
(2) Primarily
reflected the allocation of 69.0% of PHPC’s consolidated net
earnings to noncontrolling interests. |
|
Diluted earnings from continuing operations per common share
were $11.75, compared to $1.44 in the prior year. Adjusted net
earnings from continuing operations were $105.5 million, or $1.68
per diluted common share, compared to $74.6 million, or $1.14 per
diluted common share, in the prior year.
Adjusted EBITDA was $963.5 million, an increase of 8.3%, or
$74.1 million, compared to $889.4 million in the prior year.
Net earnings from discontinued operations, net of tax and
noncontrolling interest were $21.6 million, compared to $61.8
million in the prior year. Net earnings were $756.6 million, or
$12.09 per diluted common share, compared to $166.7 million, or
$2.38 per diluted common share, in the prior year.
Recent Acquisitions and Divestiture
The below table lists Post’s recent acquisitions, including the
acquisition date, the fiscal year in which the acquisition was
completed and the segment in which the results of the acquisition
are reported.
Acquisition |
Acquisition Date |
Fiscal Year |
Segment |
Lacka Foods Limited (“Lacka”) (a U.K. based distributor of
protein-based ready-to-drink (“RTD”) shakes) |
April 5, 2022 |
2022 |
Weetabix |
Private label ready-to-eat
(“RTE”) cereal business of TreeHouse Foods, Inc. |
June 1, 2021 |
2021 |
Post Consumer Brands |
Egg Beaters liquid egg
brand |
May 27, 2021 |
2021 |
Refrigerated Retail |
Almark Foods business and
related assets |
February 1, 2021 |
2021 |
Foodservice and Refrigerated
Retail |
Peter Pan nut butter brand
(“Peter Pan”) |
January 25, 2021 |
2021 |
Post Consumer Brands |
|
|
|
|
On December 1, 2021, Post sold the Willamette Egg Farms business
(“Willamette”); its operating results were previously reported in
the Refrigerated Retail segment.
Post Consumer Brands
North American RTE cereal and Peter Pan nut butters.
For the fourth quarter, net sales were $587.6 million, an
increase of 12.6%, or $65.9 million, compared to the prior year
period. Volumes increased 2.1% primarily driven by growth in Peter
Pan nut butters, Pebbles, private label cereal and Malt-O-Meal bag
cereal, partially offset by declines in Honey Bunches of Oats.
Segment profit was $82.0 million, an increase of 23.3%, or $15.5
million, compared to the prior year period. Segment Adjusted EBITDA
was $115.4 million, an increase of 9.7%, or $10.2 million, compared
to the prior year period.
For fiscal year 2022, net sales were $2,242.7 million, an
increase of 17.1%, or $327.4 million, compared to the prior year.
Segment profit was $314.6 million, a decrease of 0.6%, or $2.0
million, compared to the prior year. Segment Adjusted EBITDA was
$456.5 million, a decrease of 0.9%, or $4.0 million, compared to
the prior year.
Weetabix
Primarily U.K. RTE cereal, muesli and protein-based RTD
shakes.
For the fourth quarter, net sales were $116.8 million, a
decrease of 8.2%, or $10.4 million, compared to the prior year
period, and included $6.7 million in net sales from the Lacka
acquisition. Additionally, net sales reflected a foreign currency
exchange rate headwind of approximately 1,500 basis points. Volumes
declined 2.9%; excluding the benefit from the Lacka acquisition,
volumes declined 9.4% as growth in private label products was
offset by declines in branded products. Segment profit was $27.7
million, a decrease of 15.5%, or $5.1 million, compared to the
prior year period. Segment Adjusted EBITDA was $37.0 million, a
decrease of 13.3%, or $5.7 million, compared to the prior year
period.
For fiscal year 2022, net sales were $477.3 million, flat
compared to the prior year. Segment profit was $109.5 million, a
decrease of 5.1%, or $5.9 million, compared to the prior year.
Segment Adjusted EBITDA was $146.7 million, a decrease of 4.0%, or
$6.1 million, compared to the prior year.
Foodservice
Primarily egg and potato products.
For the fourth quarter, net sales were $625.5 million, an
increase of 36.9%, or $168.7 million, compared to the prior year
period. Volumes increased 3.6%, with egg volumes up 5.2% and potato
volumes up 2.1%. Segment profit was $70.0 million, an increase of
393.0%, or $55.8 million, compared to the prior year period.
Segment profit for the fourth quarter of 2022 was negatively
impacted by a provision for legal settlements of $13.8 million,
which was treated as an adjustment for non-GAAP measures. Segment
Adjusted EBITDA was $109.6 million, an increase of 97.1%, or $54.0
million, compared to the prior year period.
For fiscal year 2022, net sales were $2,095.0 million, an
increase of 29.7%, or $479.4 million, compared to the prior year.
Segment profit was $151.0 million, an increase of 144.7%, or $89.3
million, compared to the prior year. Segment profit for fiscal year
2022 was negatively impacted by a provision for legal settlements
of $13.8 million, which was treated as an adjustment for non-GAAP
measures. Segment Adjusted EBITDA was $292.3 million, an increase
of 48.4%, or $95.3 million, compared to the prior year.
Refrigerated Retail
Primarily side dish, egg, cheese and sausage products.
For the fourth quarter, net sales were $249.2 million, a
decrease of 0.8%, or $1.9 million, compared to the prior year
period. Net sales in the fourth quarter of 2021 included $10.1
million related to the divested Willamette business. Volumes
declined 15.0%; excluding the contribution from Willamette in the
prior year period, volumes declined 7.1% primarily driven by
declines in egg (resulting from reduced supply driven by avian
influenza and elasticities resulting from inflation-driven price
increases) and cheese (resulting from the decision to exit certain
low-margin business and some distribution losses). Volume
information by product is disclosed in a table presented later in
this release. Segment profit was $16.1 million, an increase of
335.1%, or $12.4 million, compared to the prior year period.
Segment Adjusted EBITDA was $35.8 million, an increase of 49.2%, or
$11.8 million, compared to the prior year period.
For fiscal year 2022, net sales were $1,036.6 million, an
increase of 6.4%, or $62.1 million, compared to the prior year.
Segment profit was $57.1 million, a decrease of 24.8%, or $18.8
million, compared to the prior year. Adjusted EBITDA was $137.8
million, a decrease of 9.2%, or $13.9 million, compared to the
prior year.
Interest, (Gain) Loss on Extinguishment of Debt, Income
on Swaps, Investment in BellRing and Income Tax
Interest expense, net was $72.2 million in the fourth quarter of
2022, compared to $82.9 million in the fourth quarter of 2021, and
was $317.8 million in fiscal year 2022, compared to $332.6 million
in fiscal year 2021.
Gain on extinguishment of debt, net of $81.7 million was
recorded in the fourth quarter of 2022 in connection with Post’s
repayment of $638.4 million in total principal amounts to
extinguish a portion of certain senior notes. Gain on
extinguishment of debt, net of $72.6 million was recorded in fiscal
year 2022 primarily in connection with Post’s repayment of $1,552.3
million in total principal amounts to extinguish a portion of
certain senior notes. Loss on extinguishment of debt, net of $93.2
million was recorded in fiscal year 2021 in connection with Post’s
repayment of its 5.00% senior notes due August 2026.
Income on swaps, net relates to mark-to-market adjustments on
interest rate swaps. Income on swaps, net was $45.1 million in the
fourth quarter of 2022, compared to $17.2 million in the fourth
quarter of 2021, and was $268.0 million in fiscal year 2022,
compared to $122.8 million in fiscal year 2021.
Loss on investment in BellRing of $45.7 million was recorded in
the fourth quarter of 2022 in connection with a non-cash
mark-to-market adjustment on Post’s retained equity interest in
BellRing to its fair value based on the trading value of BellRing’s
common stock as of September 30, 2022. Gain on investment in
BellRing of $437.1 million was recorded in fiscal year 2022.
Income tax expense was $42.4 million in the fourth quarter of
2022, an effective income tax rate of 28.9%, compared to a benefit
of $4.8 million in the fourth quarter of 2021, an effective income
tax rate of (16.8)%. Income tax expense was $85.7 million in fiscal
year 2022, an effective income tax rate of 9.6%, compared to $58.2
million in fiscal year 2021, an effective income tax rate of 27.2%.
For fiscal year 2022, the effective income tax rates differed
significantly from the statutory tax rates primarily as a result of
discrete income tax benefit items related to a non-cash
mark-to-market adjustment on Post’s retained equity interest in
BellRing and Post’s equity method loss attributable to 8th Avenue
Food & Provisions, Inc. (“8th Avenue”). For fiscal year 2021,
the effective income tax rates differed significantly from the
statutory tax rates primarily as a result of enacted tax law
changes in the U.K., which resulted in a $40.0 million income tax
expense recorded in fiscal year 2021.
Share Repurchases
During the fourth quarter of 2022, Post repurchased 1.1 million
shares of its common stock for $100.0 million at an average price
of $90.30 per share. During fiscal year 2022, Post repurchased 4.9
million shares of its common stock for $438.9 million at an average
price of $90.02 per share. Average price per share repurchased
during fiscal year 2022 was $103.79 prior to the BellRing
distribution and $81.53 subsequent to the BellRing distribution.
Subsequent to the end of the fourth quarter of 2022 and as of
November 16, 2022, Post repurchased 0.2 million shares of its
common stock for $16.7 million at an average price of $82.76 per
share. As of November 16, 2022, Post had $283.3 million remaining
under its share repurchase authorization.
Outlook
Post management expects Adjusted EBITDA for fiscal year 2023 to
be between $990-$1,040 million.
Post management expects fiscal year 2023 capital expenditures to
range between $300-$325 million, which includes $100-$110 million
investment in RTD shake manufacturing, precooked and cage-free eggs
and North American RTE cereal manufacturing optimization.
Post provides Adjusted EBITDA guidance only on a non-GAAP basis
and does not provide a reconciliation of its forward-looking
Adjusted EBITDA non-GAAP guidance measure to the most directly
comparable GAAP measure due to the inherent difficulty in
forecasting and quantifying certain amounts that are necessary for
such reconciliation, including adjustments that could be made for
gain/loss on investment in BellRing, income/expense on swaps, net,
equity method investment adjustment, mark-to-market adjustments on
commodity and foreign exchange hedges, warrant liabilities and
equity securities, provision for legal settlements, gain/loss on
assets held for sale, gain/loss on sale of business, transaction
and integration costs and other charges reflected in Post’s
reconciliations of historical numbers, the amounts of which, based
on historical experience, could be significant. For additional
information regarding Post’s non-GAAP measures, see the related
explanations presented under “Use of Non-GAAP Measures.”
Use of Non-GAAP Measures
Post uses certain non-GAAP measures in this release to
supplement the financial measures prepared in accordance with
United States (“U.S.”) generally accepted accounting principles
(“GAAP”). These non-GAAP measures include total segment profit,
Adjusted net earnings from continuing operations, Adjusted diluted
earnings from continuing operations per common share, Adjusted
EBITDA and segment Adjusted EBITDA. The reconciliation of each of
these non-GAAP measures to the most directly comparable GAAP
measure is provided later in this release under “Explanation and
Reconciliation of Non-GAAP Measures.”
Management uses certain of these non-GAAP measures, including
Adjusted EBITDA and segment Adjusted EBITDA, as key metrics in the
evaluation of underlying company and segment performance, in making
financial, operating and planning decisions and, in part, in the
determination of bonuses for its executive officers and employees.
Additionally, Post is required to comply with certain covenants and
limitations that are based on variations of EBITDA in its financing
documents. Management believes the use of these non-GAAP measures
provides increased transparency and assists investors in
understanding the underlying operating performance of Post and its
segments and in the analysis of ongoing operating
trends. Non-GAAP measures are not prepared in accordance with
GAAP, as they exclude certain items as described later in this
release. These non-GAAP measures may not be comparable to similarly
titled measures of other companies. For additional information
regarding Post’s non-GAAP measures, see the related explanations
provided under “Explanation and Reconciliation of Non-GAAP
Measures.”
Conference Call to Discuss Earnings Results and
Outlook
Post will host a conference call on Friday, November 18, 2022 at
9:00 a.m. EST to discuss financial results for the fourth quarter
and fiscal year 2022 and fiscal year 2023 outlook and to respond to
questions. Robert V. Vitale, President and Chief Executive Officer,
and Jeff A. Zadoks, Executive Vice President and Chief Financial
Officer, will participate in the call.
Interested parties may join the conference call by dialing (800)
267-6316 in the United States and (203) 518-9783 from outside of
the United States. The conference identification number is
POSTQ422. Interested parties are invited to listen to the webcast
of the conference call, which can be accessed by visiting the
Investors section of Post’s website at www.postholdings.com.
A replay of the conference call will be available through
Friday, November 25, 2022 by dialing (800) 839-3742 in the United
States and (402) 220-2979 from outside of the United States. A
webcast replay also will be available for a limited period on
Post’s website in the Investor Relations section.
Prospective Financial Information
Prospective financial information is necessarily speculative in
nature, and it can be expected that some or all of the assumptions
underlying the prospective financial information described above
will not materialize or will vary significantly from actual
results. For further discussion of some of the factors that may
cause actual results to vary materially from the information
provided above, see “Forward-Looking Statements” below.
Accordingly, the prospective financial information provided above
is only an estimate of what Post’s management believes is
realizable as of the date of this release. It also should be
recognized that the reliability of any forecasted financial data
diminishes the farther in the future that the data is forecasted.
In light of the foregoing, the information should be viewed in
context and undue reliance should not be placed upon it.
Forward-Looking Statements
Certain matters discussed in this release and on Post’s
conference call are forward-looking statements, including Post’s
Adjusted EBITDA outlook for fiscal year 2023 and Post’s capital
expenditure outlook for fiscal year 2023. These
forward-looking statements are sometimes identified from the use of
forward-looking words such as “believe,” “should,” “could,”
“potential,” “continue,” “expect,” “project,” “estimate,”
“predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,”
“target,” “is likely,” “will,” “can,” “may” or “would” or the
negative of these terms or similar expressions, and include all
statements regarding future performance, earnings projections,
events or developments. There are a number of risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements made herein. These risks and
uncertainties include, but are not limited to, the following:
- significant volatility in the cost or availability of inputs to
Post’s businesses (including freight, raw materials, energy and
other supplies);
- Post’s ability to increase its prices to offset cost increases
and the potential for such price increases to impact demand for
Post’s products;
- disruptions or inefficiencies in Post’s supply chain, including
as a result of inflation, labor shortages, insufficient product or
raw material availability, limited freight carrier availability,
Post’s reliance on third parties for the supply of materials for or
the manufacture of many of Post’s products, public health crises
(including the COVID-19 pandemic), climatic events, agricultural
diseases and pests, fires and evacuations related thereto and other
events beyond Post’s control;
- Post’s high leverage, Post’s ability to obtain additional
financing (including both secured and unsecured debt), Post’s
ability to service its outstanding debt (including covenants that
restrict the operation of Post’s businesses) and a downgrade or
potential downgrade in Post’s credit ratings;
- Post’s ability to hire and retain talented personnel, increases
in labor-related costs, the ability of Post’s employees to safely
perform their jobs, including the potential for physical injuries
or illness, employee absenteeism, labor strikes, work stoppages and
unionization efforts;
- changes in economic conditions, the occurrence of a recession,
disruptions in the U.S. and global capital and credit markets,
changes in interest rates and fluctuations in foreign currency
exchange rates;
- Post’s ability to continue to compete in its product categories
and Post’s ability to retain its market position and favorable
perceptions of its brands;
- the impacts of public health crises (including the COVID-19
pandemic), such as negative impacts on demand for Post’s
foodservice and on-the-go products, Post’s ability to manufacture
and deliver its products, workforce availability, the health and
safety of Post’s employees, operating costs, the global economy and
capital markets and Post’s operations generally;
- Post’s ability to anticipate and respond to changes in consumer
and customer preferences and behaviors and introduce new
products;
- allegations that Post’s products cause injury or illness,
product recalls and withdrawals and product liability claims and
other related litigation;
- Post’s ability to identify, complete and integrate or otherwise
effectively execute acquisitions or other strategic transactions
and effectively manage its growth;
- risks related to the intended tax treatment of the transactions
Post undertook, and intends to undertake, related to divestitures
of Post’s interest in BellRing;
- the possibility that PHPC, a publicly-traded special purpose
acquisition company in which Post indirectly owns an interest
(through PHPC Sponsor, LLC, Post’s wholly-owned subsidiary), may
not consummate a suitable partnering transaction within the
prescribed two-year time period, that the partnering transaction
may not be successful or that the activities for PHPC could be
distracting to Post’s management;
- conflicting interests or the appearance of conflicting
interests resulting from several of Post’s directors and officers
also serving as directors or officers of one or more other
companies;
- Post’s ability to successfully implement business strategies to
reduce costs;
- impairment in the carrying value of goodwill or other
intangibles;
- legal and regulatory factors, such as compliance with existing
laws and regulations, as well as new laws and regulations and
changes to existing laws and regulations and interpretations
thereof, affecting Post’s businesses, including current and future
laws and regulations regarding tax matters, food safety,
advertising and labeling, animal feeding and housing operations,
data privacy and climate change and other environmental
matters;
- the loss of, a significant reduction of purchases by or the
bankruptcy of a major customer;
- costs, business disruptions and reputational damage associated
with information technology failures, cybersecurity incidents or
information security breaches;
- the failure or weakening of the RTE cereal category and
consolidations in the retail and foodservice distribution
channels;
- the ultimate impact litigation or other regulatory matters may
have on Post;
- costs associated with the obligations of Bob Evans Farms, Inc.
(“Bob Evans”) in connection with the sale and separation of its
restaurants business in April 2017, including certain
indemnification obligations under the restaurants sale agreement
and Bob Evans’s payment and performance obligations as a guarantor
for certain leases;
- Post’s ability to protect its intellectual property and other
assets and to continue to use third party intellectual property
subject to intellectual property licenses;
- the ability of Post’s and its customers’ private brand products
to compete with nationally branded products;
- the impact of national or international disputes, political
instability, terrorism, war or armed hostilities, such as the
ongoing conflict in Ukraine, including on the global economy,
capital markets, Post’s supply chain, commodity, energy and freight
availability and costs and information security;
- risks associated with Post’s international businesses;
- changes in critical accounting estimates;
- losses or increased funding and expenses related to Post’s
qualified pension or other postretirement plans;
- significant differences in Post’s actual operating results from
any of Post’s guidance regarding Post’s future performance;
- Post’s and PHPC’s ability to satisfy the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002; and
- other risks and uncertainties described in Post’s and PHPC’s
filings with the SEC.
These forward-looking statements represent Post’s judgment as of
the date of this release. Post disclaims, however, any intent or
obligation to update these forward-looking statements.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis, Missouri, is a
consumer packaged goods holding company with businesses operating
in the center-of-the-store, refrigerated, foodservice and food
ingredient categories. Its businesses include Post Consumer Brands,
Weetabix, Michael Foods and Bob Evans Farms. Post Consumer Brands
is a leader in the North American ready-to-eat cereal category and
also markets Peter Pan® nut butters. Weetabix is home to the United
Kingdom’s number one selling ready-to-eat cereal brand, Weetabix®.
Michael Foods and Bob Evans Farms are leaders in refrigerated
foods, delivering innovative, value-added egg and refrigerated
potato side dish products to the foodservice and retail channels.
Post participates in the global convenient nutrition category
through its minority ownership of BellRing Brands, Inc., a
publicly-traded holding company offering ready-to-drink shake and
powder protein products. Post participates in the private brand
food category through its ownership interest in 8th Avenue Food
& Provisions, Inc., a leading, private brand centric, consumer
products holding company. For more information, visit
www.postholdings.com.
Contact:Investor RelationsJennifer
Meyerjennifer.meyer@postholdings.com(314) 644-7665
Media RelationsLisa Hanlylisa.hanly@postholdings.com(314)
665-3180
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(in millions, except per share
data)
|
Three Months Ended September
30, |
|
Year EndedSeptember 30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net
Sales |
$ |
1,579.1 |
|
|
$ |
1,355.9 |
|
|
$ |
5,851.2 |
|
|
$ |
4,980.7 |
|
Cost of goods sold |
|
1,186.5 |
|
|
|
1,023.4 |
|
|
|
4,383.7 |
|
|
|
3,552.6 |
|
Gross
Profit |
|
392.6 |
|
|
|
332.5 |
|
|
|
1,467.5 |
|
|
|
1,428.1 |
|
Selling, general and
administrative expenses |
|
223.8 |
|
|
|
203.7 |
|
|
|
904.7 |
|
|
|
807.0 |
|
Amortization of intangible
assets |
|
36.5 |
|
|
|
36.7 |
|
|
|
146.0 |
|
|
|
143.2 |
|
Other operating expense
(income), net |
|
0.4 |
|
|
|
7.4 |
|
|
|
1.2 |
|
|
|
(9.8 |
) |
Operating
Profit |
|
131.9 |
|
|
|
84.7 |
|
|
|
415.6 |
|
|
|
487.7 |
|
Interest expense, net |
|
72.2 |
|
|
|
82.9 |
|
|
|
317.8 |
|
|
|
332.6 |
|
(Gain) loss on extinguishment
of debt, net |
|
(81.7 |
) |
|
|
— |
|
|
|
(72.6 |
) |
|
|
93.2 |
|
Income on swaps, net |
|
(45.1 |
) |
|
|
(17.2 |
) |
|
|
(268.0 |
) |
|
|
(122.8 |
) |
Loss (gain) on investment in
BellRing |
|
45.7 |
|
|
|
— |
|
|
|
(437.1 |
) |
|
|
— |
|
Other income, net |
|
(5.8 |
) |
|
|
(9.5 |
) |
|
|
(19.8 |
) |
|
|
(29.3 |
) |
Earnings before Income
Taxes and Equity Method Loss |
|
146.6 |
|
|
|
28.5 |
|
|
|
895.3 |
|
|
|
214.0 |
|
Income tax expense
(benefit) |
|
42.4 |
|
|
|
(4.8 |
) |
|
|
85.7 |
|
|
|
58.2 |
|
Equity method loss, net of
tax |
|
17.8 |
|
|
|
17.4 |
|
|
|
67.1 |
|
|
|
43.9 |
|
Net Earnings from
Continuing Operations, Including Noncontrolling
Interests |
|
86.4 |
|
|
|
15.9 |
|
|
|
742.5 |
|
|
|
111.9 |
|
Less: Net earnings
attributable to noncontrolling interests from continuing
operations |
|
2.5 |
|
|
|
7.6 |
|
|
|
7.5 |
|
|
|
7.0 |
|
Net Earnings from
Continuing Operations |
|
83.9 |
|
|
|
8.3 |
|
|
|
735.0 |
|
|
|
104.9 |
|
Net earnings from discontinued
operations, net of tax and noncontrolling interest |
|
— |
|
|
|
21.6 |
|
|
|
21.6 |
|
|
|
61.8 |
|
Net
Earnings |
$ |
83.9 |
|
|
$ |
29.9 |
|
|
$ |
756.6 |
|
|
$ |
166.7 |
|
|
|
|
|
|
|
|
|
Earnings from
Continuing Operations per Common Share: |
|
|
|
|
|
|
|
Basic |
$ |
1.39 |
|
|
$ |
0.06 |
|
|
$ |
12.07 |
|
|
$ |
1.46 |
|
Diluted |
$ |
1.32 |
|
|
$ |
0.06 |
|
|
$ |
11.75 |
|
|
$ |
1.44 |
|
Earnings from
Discontinued Operations per Common Share: |
|
|
|
|
|
|
|
Basic |
$ |
— |
|
|
$ |
0.34 |
|
|
$ |
0.35 |
|
|
$ |
0.96 |
|
Diluted |
$ |
— |
|
|
$ |
0.33 |
|
|
$ |
0.34 |
|
|
$ |
0.94 |
|
Earnings per Common
Share: |
|
|
|
|
|
|
|
Basic |
$ |
1.39 |
|
|
$ |
0.40 |
|
|
$ |
12.42 |
|
|
$ |
2.42 |
|
Diluted |
$ |
1.32 |
|
|
$ |
0.39 |
|
|
$ |
12.09 |
|
|
$ |
2.38 |
|
Weighted-Average
Common Shares Outstanding: |
|
|
|
|
|
|
|
Basic |
|
59.2 |
|
|
|
63.5 |
|
|
|
60.9 |
|
|
|
64.2 |
|
Diluted |
|
63.8 |
|
|
|
64.6 |
|
|
|
62.7 |
|
|
|
65.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEETS
(Unaudited)(in millions)
|
September 30, 2022 |
|
|
September 30, 2021 |
|
|
|
|
|
|
|
ASSETS |
Current
Assets |
|
|
|
|
|
Cash and cash equivalents |
$ |
586.5 |
|
|
$ |
664.5 |
|
Restricted cash |
3.6 |
|
|
7.1 |
|
Receivables, net |
544.2 |
|
|
452.4 |
|
Inventories |
549.1 |
|
|
476.6 |
|
Investment in BellRing |
94.8 |
|
|
— |
|
Current investments held in trust |
346.8 |
|
|
— |
|
Current assets of discontinued operations |
— |
|
|
385.7 |
|
Prepaid expenses and other current assets |
98.4 |
|
|
99.8 |
|
Total Current Assets |
2,223.4 |
|
|
2,086.1 |
|
|
|
|
|
|
|
Property, net |
1,751.9 |
|
|
1,830.5 |
|
Goodwill |
4,349.6 |
|
|
4,501.6 |
|
Other intangible assets,
net |
2,712.2 |
|
|
2,924.4 |
|
Equity method investments |
4.1 |
|
|
70.7 |
|
Investments held in trust |
— |
|
|
345.0 |
|
Other assets of discontinued
operations |
— |
|
|
308.4 |
|
Other assets |
266.8 |
|
|
348.0 |
|
Total Assets |
$ |
11,308.0 |
|
|
$ |
12,414.7 |
|
|
|
|
|
|
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
Current
Liabilities |
|
|
|
|
|
Current portion of long-term debt |
$ |
1.1 |
|
|
$ |
1.1 |
|
Accounts payable |
452.7 |
|
|
384.2 |
|
Current liabilities of discontinued operations |
— |
|
|
248.9 |
|
Other current liabilities |
370.0 |
|
|
415.0 |
|
Total Current Liabilities |
823.8 |
|
|
1,049.2 |
|
|
|
|
|
|
|
Long-term debt |
5,956.6 |
|
|
6,441.6 |
|
Deferred income taxes |
688.4 |
|
|
729.1 |
|
Other liabilities of
discontinued operations |
— |
|
|
627.7 |
|
Other liabilities |
266.9 |
|
|
507.9 |
|
Total Liabilities |
7,735.7 |
|
|
9,355.5 |
|
|
|
|
|
|
|
Redeemable Noncontrolling
Interest |
306.6 |
|
|
305.0 |
|
|
|
|
|
|
|
Shareholders’
Equity |
|
|
|
|
|
Preferred stock |
— |
|
|
— |
|
Common stock |
0.9 |
|
|
0.9 |
|
Additional paid-in capital |
4,748.2 |
|
|
4,253.5 |
|
Retained earnings |
1,109.0 |
|
|
347.3 |
|
Accumulated other comprehensive (loss) income |
(262.9 |
) |
|
42.9 |
|
Treasury stock, at cost |
(2,341.2 |
) |
|
(1,902.2 |
) |
Total Shareholders’ Equity Excluding Noncontrolling
Interests |
3,254.0 |
|
|
2,742.4 |
|
Noncontrolling interests |
11.7 |
|
|
11.8 |
|
Total Shareholders’ Equity |
3,265.7 |
|
|
2,754.2 |
|
Total Liabilities and Shareholders’ Equity |
$ |
11,308.0 |
|
|
$ |
12,414.7 |
|
|
|
|
|
|
|
|
|
SELECTED CONDENSED CONSOLIDATED CASH
FLOWS FROM CONTINUING OPERATIONS INFORMATION
(Unaudited)(in millions)
|
Year EndedSeptember 30, |
|
|
2022 |
|
|
|
2021 |
|
Cash provided by (used
in): |
|
|
|
Operating activities |
$ |
384.2 |
|
|
$ |
362.1 |
|
Investing activities, including capital expenditures of $255.3 and
$190.9 |
|
(220.2 |
) |
|
|
(792.0 |
) |
Financing activities |
|
(237.2 |
) |
|
|
(46.6 |
) |
Effect of exchange rate changes on cash, cash equivalents and
restricted cash |
|
(8.3 |
) |
|
|
3.4 |
|
Net decrease in cash,
cash equivalents and restricted cash |
$ |
(81.5 |
) |
|
$ |
(473.1 |
) |
|
|
|
|
|
|
|
|
SEGMENT INFORMATION
(Unaudited)(in millions)
|
|
|
Three Months Ended September
30, |
|
Year EndedSeptember 30, |
|
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net
Sales |
|
|
|
|
|
|
|
|
Post Consumer
Brands |
$ |
587.6 |
|
|
$ |
521.7 |
|
|
$ |
2,242.7 |
|
|
$ |
1,915.3 |
|
|
Weetabix |
|
116.8 |
|
|
|
127.2 |
|
|
|
477.3 |
|
|
|
477.5 |
|
|
Foodservice |
|
625.5 |
|
|
|
456.8 |
|
|
|
2,095.0 |
|
|
|
1,615.6 |
|
|
Refrigerated
Retail |
|
249.2 |
|
|
|
251.1 |
|
|
|
1,036.6 |
|
|
|
974.5 |
|
|
Eliminations and
Corporate |
|
— |
|
|
|
(0.9 |
) |
|
|
(0.4 |
) |
|
|
(2.2 |
) |
|
Total |
$ |
1,579.1 |
|
|
$ |
1,355.9 |
|
|
$ |
5,851.2 |
|
|
$ |
4,980.7 |
|
Segment
Profit |
|
|
|
|
|
|
|
|
Post Consumer
Brands |
$ |
82.0 |
|
|
$ |
66.5 |
|
|
$ |
314.6 |
|
|
$ |
316.6 |
|
|
Weetabix |
|
27.7 |
|
|
|
32.8 |
|
|
|
109.5 |
|
|
|
115.4 |
|
|
Foodservice |
|
70.0 |
|
|
|
14.2 |
|
|
|
151.0 |
|
|
|
61.7 |
|
|
Refrigerated
Retail |
|
16.1 |
|
|
|
3.7 |
|
|
|
57.1 |
|
|
|
75.9 |
|
|
|
Total segment profit |
|
195.8 |
|
|
|
117.2 |
|
|
|
632.2 |
|
|
|
569.6 |
|
General corporate
expenses and other |
|
58.1 |
|
|
|
23.0 |
|
|
|
196.8 |
|
|
|
52.6 |
|
Interest expense,
net |
|
72.2 |
|
|
|
82.9 |
|
|
|
317.8 |
|
|
|
332.6 |
|
(Gain) loss on
extinguishment of debt, net |
|
(81.7 |
) |
|
|
— |
|
|
|
(72.6 |
) |
|
|
93.2 |
|
Income on swaps,
net |
|
(45.1 |
) |
|
|
(17.2 |
) |
|
|
(268.0 |
) |
|
|
(122.8 |
) |
Loss (gain) on
investment in BellRing |
|
45.7 |
|
|
|
— |
|
|
|
(437.1 |
) |
|
|
— |
|
Earnings
before Income Taxes and Equity Method Loss |
$ |
146.6 |
|
|
$ |
28.5 |
|
|
$ |
895.3 |
|
|
$ |
214.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL REFRIGERATED RETAIL SEGMENT
INFORMATION (Unaudited)
The below table presents volume percentage changes
for the current quarter compared to the prior year quarter for
products within the Refrigerated Retail segment.
Product |
|
Volume Percentage Change |
All (1) |
|
(15.0%) |
Side dishes |
|
(1.1%) |
Egg (2) |
|
(37.9%) |
Cheese |
|
(21.7%) |
Sausage |
|
(1.2%) |
|
|
|
(1) Excluding the
contribution from Willamette in the prior year period, volume
percentage change was (7.1)%. |
(2) Excluding the
contribution from Willamette in the prior year period, volume
percentage change was (13.3)%. |
|
EXPLANATION AND RECONCILIATION OF
NON-GAAP MEASURES
Post uses certain non-GAAP measures in this release to
supplement the financial measures prepared in accordance with U.S.
generally accepted accounting principles (“GAAP”). These non-GAAP
measures include total segment profit, Adjusted net earnings from
continuing operations, Adjusted diluted earnings from continuing
operations per common share, Adjusted EBITDA and segment Adjusted
EBITDA. The reconciliation of each of these non-GAAP measures to
the most directly comparable GAAP measure is provided in the tables
following this section. Non-GAAP measures are not prepared in
accordance with GAAP, as they exclude certain items as described
below. These non-GAAP measures may not be comparable to similarly
titled measures of other companies.
Total segment profitTotal segment profit represents the
aggregation of the segment profit for each of Post’s reportable
segments, which for all segments is each segment’s earnings/loss
before income taxes and equity method earnings/loss before
impairment of property, goodwill and other intangible assets,
facility closure related costs, restructuring expenses, gain/loss
on assets and liabilities held for sale, gain/loss on sale of
businesses and facilities, gain on/adjustment to bargain purchase,
interest expense and other unallocated corporate income and
expenses. Post believes total segment profit is useful to investors
in evaluating Post’s operating performance because it facilitates
period-to-period comparison of results of segment operations.
Adjusted net earnings from continuing operations and Adjusted
diluted earnings from continuing operations per common sharePost
believes Adjusted net earnings from continuing operations and
Adjusted diluted earnings from continuing operations per common
share are useful to investors in evaluating Post’s operating
performance because they exclude items that affect the
comparability of Post’s financial results and could potentially
distort an understanding of the trends in business performance.
Adjusted net earnings from continuing operations and Adjusted
diluted earnings from continuing operations per common share are
adjusted for the following items:
a. |
Gain/loss on investment in BellRing: Post has excluded the impact
of its gain/loss on investment in BellRing due to the inherent
volatility associated with such amount based on changes in market
pricing variations and as the amount and frequency of such
adjustments are not consistent. Additionally, Post believes that
these gains and losses do not reflect expected ongoing future
operating income and expenses and do not contribute to a meaningful
evaluation of Post’s current operating performance or comparisons
of Post’s operating performance to other periods. |
b. |
Income/expense on swaps, net: Post has excluded the impact of
mark-to-market adjustments on interest rate swaps due to the
inherent uncertainty and volatility associated with such amounts
based on changes in assumptions with respect to estimates of fair
value and economic conditions and as the amount and frequency of
such adjustments are not consistent. |
c. |
Debt premiums and tender fees paid/discounts received, net: Post
has excluded payments and other expenses for premiums and tender
fees on debt extinguishment, net of gains realized on debt
repurchased at a discount, as such payments are inconsistent in
amount and frequency. Additionally, Post believes that these costs
do not reflect expected ongoing future operating expenses and do
not contribute to a meaningful evaluation of Post’s current
operating performance or comparisons of Post’s operating
performance to other periods. |
d. |
Mark-to-market adjustments on commodity and foreign exchange hedges
and warrant liabilities: Post has excluded the impact of
mark-to-market adjustments on commodity and foreign exchange hedges
and warrant liabilities due to the inherent uncertainty and
volatility associated with such amounts based on changes in
assumptions with respect to fair value estimates. Additionally,
these adjustments are primarily non-cash items and the amount and
frequency of such adjustments are not consistent. |
e. |
Transaction costs and integration costs: Post has excluded
transaction costs related to professional service fees and other
related costs associated with signed and closed business
combinations and divestitures, costs incurred in connection with
Post’s distribution of its interest in BellRing, costs associated
with setting up a special purpose acquisition company and
integration costs incurred to integrate acquired or to-be-acquired
businesses as Post believes that these exclusions allow for more
meaningful evaluation of Post’s current operating performance and
comparisons of Post’s operating performance to other periods. Post
believes such costs are generally not relevant to assessing or
estimating the long-term performance of acquired assets as part of
Post or the performance of the divested assets, and such costs are
not factored into management’s evaluation of potential acquisitions
or Post’s performance after completion of an acquisition or the
evaluation to divest an asset or set up a special purpose
acquisition company. In addition, the frequency and amount of such
charges varies significantly based on the size and timing of the
transaction and the maturity of the businesses being acquired or
divested. Also, the size, complexity and/or volume of past
transactions, which often drive the magnitude of such expenses, may
not be indicative of the size, complexity and/or volume of future
transactions. By excluding these expenses, management is better
able to evaluate Post’s ability to utilize its existing assets and
estimate the long-term value that acquired assets will generate for
Post. |
f. |
Provision for legal settlements: Post has excluded gains and losses
recorded to recognize the anticipated or actual resolution of
certain litigation as Post believes such gains and losses do not
reflect expected ongoing future operating income and expenses and
do not contribute to a meaningful evaluation of Post’s current
operating performance or comparisons of Post’s operating
performance to other periods. |
g. |
Gain on/adjustment to bargain purchase: Post has excluded gains
recorded for acquisitions in which the fair value of the assets
acquired exceeded the purchase price and adjustments to such gains
as such amounts are inconsistent in amount and frequency. Post
believes such gains and adjustments are generally not relevant to
assessing or estimating the long-term performance of acquired
assets as part of Post, and such amounts are not factored into the
performance of acquisitions after their completion. |
h. |
Mark-to-market adjustments on equity securities: Post has excluded
the impact of mark-to-market adjustments on investments in equity
securities due to the inherent volatility associated with such
amounts based on changes in market pricing variations and as the
amount and frequency of such adjustments are not consistent.
Additionally, these adjustments are primarily non-cash items and do
not contribute to a meaningful evaluation of Post’s current
operating performance or comparisons of Post’s operating
performance to other periods. |
i. |
Gain/loss on assets held for sale: Post has excluded gains and
losses recorded to adjust the carrying value of facilities and
other assets classified as held for sale as the amount and
frequency of such adjustments are not consistent. Additionally,
Post believes that these gains and losses do not reflect expected
ongoing future operating income and expenses and do not contribute
to a meaningful evaluation of Post’s current operating performance
or comparisons of Post’s operating performance to other
periods. |
j. |
Restructuring and facility closure costs: Post has excluded certain
costs associated with facility closures as the amount and frequency
of such adjustments are not consistent. Additionally, Post believes
that these costs do not reflect expected ongoing future operating
expenses and do not contribute to a meaningful evaluation of Post’s
current operating performance or comparisons of Post’s operating
performance to other periods. |
k. |
Gain/loss on sale of business: Post has excluded gains and losses
recorded on divestitures as the amount and frequency of such
adjustments are not consistent. Additionally, Post believes that
these gains and losses do not reflect expected ongoing future
operating income and expenses and do not contribute to a meaningful
evaluation of Post’s current operating performance or comparisons
of Post’s operating performance to other periods. |
l. |
Asset disposal costs: Post has excluded costs recorded in
connection with the disposal of certain assets which were never put
into use as the amount and frequency of these costs are not
consistent. Additionally, Post believes that these costs do not
reflect expected ongoing future operating expenses and do not
contribute to a meaningful evaluation of Post’s current operating
performance or comparisons of Post’s operating performance to other
periods. |
m. |
Costs expected to be indemnified, net: Post has excluded certain
costs incurred and expected to be indemnified in connection with
damaged assets and gains related to indemnification proceeds
received above the carrying value of damaged assets, as Post
believes such gains and losses do not reflect expected ongoing
future operating income and expenses and do not contribute to a
meaningful evaluation of Post’s current operating performance or
comparisons of Post’s operating performance to other periods. |
n. |
Inventory revaluation adjustment on acquired businesses: Post has
excluded the impact of fair value step-up adjustments to inventory
in connection with business combinations as such adjustments
represent non-cash items, are not consistent in amount and
frequency and are significantly impacted by the timing and size of
Post’s acquisitions. |
o. |
Purchase price adjustment on acquisition: Post has excluded
adjustments to the purchase price of an acquisition in excess of
one year beyond the acquisition date as such amounts are
inconsistent in amount and frequency. Post believes such costs are
generally not relevant to assessing or estimating the long-term
performance of acquired assets as part of Post, and such amounts
are not factored into the performance of acquisitions after
completion of acquisitions. |
p. |
Adjustment to tax receivable agreement (“TRA”) liability: Post has
excluded adjustments to BellRing’s TRA liability with Post as the
amount and frequency of such adjustments are not consistent.
Additionally, Post believes that these adjustments do not
contribute to a meaningful evaluation of Post’s current operating
performance or comparisons of Post’s operating performance to other
periods. |
q. |
Advisory income: Post has excluded advisory income received from
8th Avenue as Post believes such income does not contribute to a
meaningful evaluation of Post’s current operating performance or
comparisons of Post’s operating performance to other periods. |
r. |
Noncontrolling interest adjustment: Post has included an adjustment
to reflect the removal of the portion of the non-GAAP adjustments
related to PHPC which are attributable to noncontrolling interest
(“NCI”) in the calculation of Adjusted net earnings from continuing
operations and Adjusted diluted earnings from continuing operations
per common share. |
s. |
Income tax effect on adjustments: Post has included the income tax
impact of the non-GAAP adjustments using a rate described in the
applicable footnote of the reconciliation tables, as Post believes
that its GAAP effective income tax rate as reported is not
representative of the income tax expense impact of the
adjustments. |
t. |
U.K. tax reform expense: Post has excluded the impact of the income
tax expense recorded during fiscal years 2022 and 2021 which
reflected the remeasurement of Post’s U.K. deferred tax assets and
liabilities considering a 25% U.K. corporate income tax rate for
future periods. Post believes that the expense as reported is not
representative of Post’s current income tax position and exclusion
of the expense allows for more meaningful comparisons of Post’s
operating performance to other periods. |
|
|
Adjusted EBITDA and segment Adjusted EBITDAPost believes that
Adjusted EBITDA is useful to investors in evaluating Post’s
operating performance and liquidity because (i) Post believes it is
widely used to measure a company’s operating performance without
regard to items such as depreciation and amortization, which can
vary depending upon accounting methods and the book value of
assets, (ii) it presents a measure of corporate performance
exclusive of Post’s capital structure and the method by which the
assets were acquired and (iii) it is a financial indicator of a
company’s ability to service its debt, as Post is required to
comply with certain covenants and limitations that are based on
variations of EBITDA in its financing documents. Post believes that
segment Adjusted EBITDA is useful to investors in evaluating Post’s
operating performance because it allows for assessment of the
operating performance of each reportable segment. Management uses
Adjusted EBITDA to provide forward-looking guidance and uses
Adjusted EBITDA and segment Adjusted EBITDA to forecast future
results.
Adjusted EBITDA and segment Adjusted EBITDA reflect adjustments
for income tax expense/benefit, interest expense, net and
depreciation and amortization, and the following adjustments
discussed above: gain/loss on investment in BellRing,
income/expense on swaps, net, mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities,
transaction costs and integration costs, provision for legal
settlements, gain on/adjustment to bargain purchase, mark-to-market
adjustments on equity securities, gain/loss on assets held for
sale, restructuring and facility closure costs, gain/loss on sale
of business, asset disposal costs, costs expected to be
indemnified, net, inventory revaluation adjustment on acquired
businesses, purchase price adjustment on acquisition, adjustment to
TRA liability and advisory income. Additionally, Adjusted EBITDA
and segment Adjusted EBITDA reflect adjustments for the following
items:
u. |
Gain/loss on extinguishment of debt, net: Post has excluded gains
and losses recorded on extinguishment of debt, inclusive of
payments for premiums, the write-off of debt issuance costs and
tender fees and the write-off of net unamortized debt premiums, net
of gains realized on debt repurchased at a discount, as such gains
and losses are inconsistent in amount and frequency. Additionally,
Post believes that these gains and losses do not reflect expected
ongoing future operating income and expenses and do not contribute
to a meaningful evaluation of Post’s current operating performance
or comparisons of Post’s operating performance to other
periods. |
v. |
Non-cash stock-based compensation: Post’s compensation strategy
includes the use of stock-based compensation to attract and retain
executives and employees by aligning their long-term compensation
interests with shareholders’ investment interests. Post has
excluded non-cash stock-based compensation as non-cash stock-based
compensation can vary significantly based on reasons such as the
timing, size and nature of the awards granted and subjective
assumptions which are unrelated to operational decisions and
performance in any particular period and does not contribute to
meaningful comparisons of Post’s operating performances to other
periods. |
w. |
Equity method investment adjustment: Post has included adjustments
for the 8th Avenue equity investment loss and Post’s portion of
income tax expense/benefit, interest expense, net and depreciation
and amortization for Weetabix’s unconsolidated investment accounted
for using equity method accounting. |
x. |
Noncontrolling interest adjustment: Post has included adjustments
for (i) the portion of PHPC’s consolidated net earnings/loss which
was allocated to NCI, resulting in Adjusted EBITDA including 100%
of the consolidated Adjusted EBITDA of PHPC, as Post believes this
basis contributes to a more meaningful evaluation of the
consolidated operating company performance and (ii) income tax
expense/benefit, interest expense, net and depreciation and
amortization for Weetabix’s consolidated investment which is
attributable to the noncontrolling owners of Weetabix’s
consolidated investment. |
|
|
RECONCILIATION OF NET EARNINGS FROM
CONTINUING OPERATIONSTO ADJUSTED NET EARNINGS FROM
CONTINUING OPERATIONS (Unaudited)(in
millions)
|
|
Three Months Ended September
30, |
|
Year EndedSeptember 30, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net
Earnings from Continuing Operations |
$ |
83.9 |
|
|
$ |
8.3 |
|
|
$ |
735.0 |
|
|
$ |
104.9 |
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
Loss (gain) on investment in
BellRing |
|
45.7 |
|
|
|
— |
|
|
|
(437.1 |
) |
|
|
— |
|
|
Income on swaps, net |
|
(45.1 |
) |
|
|
(17.2 |
) |
|
|
(268.0 |
) |
|
|
(122.8 |
) |
|
Debt discounts (received) /
premiums and tender fees paid |
|
(85.5 |
) |
|
|
— |
|
|
|
(72.0 |
) |
|
|
74.3 |
|
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
17.4 |
|
|
|
(7.3 |
) |
|
|
14.0 |
|
|
|
(54.2 |
) |
|
Transaction costs |
|
1.0 |
|
|
|
1.7 |
|
|
|
32.1 |
|
|
|
5.8 |
|
|
Provision for legal
settlements |
|
13.8 |
|
|
|
— |
|
|
|
13.8 |
|
|
|
15.0 |
|
|
Adjustment to (gain on)
bargain purchase |
|
— |
|
|
|
1.2 |
|
|
|
— |
|
|
|
(11.4 |
) |
|
Mark-to-market adjustments on
equity securities |
|
(0.8 |
) |
|
|
2.7 |
|
|
|
1.4 |
|
|
|
(9.6 |
) |
|
Loss on assets held for
sale |
|
0.4 |
|
|
|
— |
|
|
|
(9.4 |
) |
|
|
(0.5 |
) |
|
Integration costs |
|
1.3 |
|
|
|
2.5 |
|
|
|
11.1 |
|
|
|
4.1 |
|
|
Restructuring and facility
closure costs |
|
1.8 |
|
|
|
0.1 |
|
|
|
11.1 |
|
|
|
0.4 |
|
|
Loss on sale of business |
|
— |
|
|
|
— |
|
|
|
6.3 |
|
|
|
— |
|
|
Asset disposal costs |
|
— |
|
|
|
6.0 |
|
|
|
6.1 |
|
|
|
6.0 |
|
|
Costs expected to be
indemnified, net |
|
(4.4 |
) |
|
|
— |
|
|
|
(1.6 |
) |
|
|
— |
|
|
Inventory revaluation
adjustment on acquired businesses |
|
— |
|
|
|
1.6 |
|
|
|
0.6 |
|
|
|
3.4 |
|
|
Purchase price adjustment on
acquisition |
|
— |
|
|
|
— |
|
|
|
(1.2 |
) |
|
|
— |
|
|
Adjustment to TRA
liability |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
Advisory income |
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
|
Noncontrolling interest
adjustment |
|
1.3 |
|
|
|
6.3 |
|
|
|
5.6 |
|
|
|
5.2 |
|
|
Total Net
Adjustments |
|
(53.3 |
) |
|
|
(2.6 |
) |
|
|
(687.8 |
) |
|
|
(84.5 |
) |
Income tax effect
on adjustments (1) |
|
23.0 |
|
|
|
0.4 |
|
|
|
57.4 |
|
|
|
14.2 |
|
U.K. tax reform
expense |
|
0.5 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
40.0 |
|
Adjusted
Net Earnings from Continuing Operations |
$ |
54.1 |
|
|
$ |
6.8 |
|
|
$ |
105.5 |
|
|
$ |
74.6 |
|
|
|
|
|
|
|
|
|
|
(1) For all
periods, income tax effect on adjustments was calculated on all
items, except loss (gain) on investment in BellRing, income on
swaps, net, transaction costs and adjustment to (gain on) bargain
purchase, using a rate of 24.5%, the sum of Post’s U.S. federal
corporate income tax rate plus Post’s blended state income tax
rate, net of federal income tax benefit. Income tax effect for
income on swaps, net was calculated using a rate of 21.5%. Income
tax effect for loss (gain) on investment in BellRing and adjustment
to (gain on) bargain purchase were calculated using a rate of 0.0%.
Income tax effect for transaction costs was calculated using a rate
of 12.0% for the three months and year ended September 30, 2022 and
24.5% for the three months and year ended September 30, 2021. |
|
RECONCILIATION OF DILUTED EARNINGS FROM
CONTINUING OPERATIONS PER COMMON SHARETO ADJUSTED
DILUTED EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE
(Unaudited)
|
|
Three Months Ended September
30, |
|
Year EndedSeptember 30, |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Diluted
Earnings from Continuing Operations per Common Share |
$ |
1.32 |
|
|
$ |
0.06 |
|
|
$ |
11.75 |
|
|
$ |
1.44 |
|
Adjustment to
Diluted Earnings from Continuing Operations per Common Share for
impact of redeemable noncontrolling interest and interest expense,
net of tax, related to convertible senior notes (1) |
|
— |
|
|
|
0.07 |
|
|
|
(0.02 |
) |
|
|
0.17 |
|
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
Loss (gain) on investment in
BellRing |
|
0.72 |
|
|
|
— |
|
|
|
(6.97 |
) |
|
|
— |
|
|
Income on swaps, net |
|
(0.71 |
) |
|
|
(0.27 |
) |
|
|
(4.27 |
) |
|
|
(1.88 |
) |
|
Debt discounts (received) /
premiums and tender fees paid |
|
(1.34 |
) |
|
|
— |
|
|
|
(1.15 |
) |
|
|
1.14 |
|
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
0.27 |
|
|
|
(0.11 |
) |
|
|
0.22 |
|
|
|
(0.83 |
) |
|
Transaction costs |
|
0.01 |
|
|
|
0.03 |
|
|
|
0.51 |
|
|
|
0.09 |
|
|
Provision for legal
settlements |
|
0.22 |
|
|
|
— |
|
|
|
0.22 |
|
|
|
0.23 |
|
|
Adjustment to (gain on)
bargain purchase |
|
— |
|
|
|
0.02 |
|
|
|
— |
|
|
|
(0.17 |
) |
|
Mark-to-market adjustments on
equity securities |
|
(0.01 |
) |
|
|
0.04 |
|
|
|
0.02 |
|
|
|
(0.15 |
) |
|
Loss on assets held for
sale |
|
— |
|
|
|
— |
|
|
|
(0.15 |
) |
|
|
(0.01 |
) |
|
Integration costs |
|
0.02 |
|
|
|
0.04 |
|
|
|
0.18 |
|
|
|
0.06 |
|
|
Restructuring and facility
closure costs |
|
0.03 |
|
|
|
— |
|
|
|
0.18 |
|
|
|
0.01 |
|
|
Loss on sale of business |
|
— |
|
|
|
— |
|
|
|
0.10 |
|
|
|
— |
|
|
Asset disposal costs |
|
— |
|
|
|
0.09 |
|
|
|
0.10 |
|
|
|
0.09 |
|
|
Costs expected to be
indemnified, net |
|
(0.07 |
) |
|
|
— |
|
|
|
(0.03 |
) |
|
|
— |
|
|
Inventory revaluation
adjustment on acquired businesses |
|
— |
|
|
|
0.02 |
|
|
|
0.01 |
|
|
|
0.05 |
|
|
Purchase price adjustment on
acquisition |
|
— |
|
|
|
— |
|
|
|
(0.02 |
) |
|
|
— |
|
|
Advisory income |
|
— |
|
|
|
— |
|
|
|
(0.01 |
) |
|
|
(0.01 |
) |
|
Noncontrolling interest
adjustment |
|
0.02 |
|
|
|
0.10 |
|
|
|
0.09 |
|
|
|
0.08 |
|
|
Total Net
Adjustments |
|
(0.84 |
) |
|
|
(0.04 |
) |
|
|
(10.97 |
) |
|
|
(1.30 |
) |
Income tax effect
on adjustments (2) |
|
0.36 |
|
|
|
0.01 |
|
|
|
0.91 |
|
|
|
0.22 |
|
U.K. tax reform
expense |
|
0.01 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.61 |
|
Adjusted
Diluted Earnings from Continuing Operations per Common
Share |
$ |
0.85 |
|
|
$ |
0.11 |
|
|
$ |
1.68 |
|
|
$ |
1.14 |
|
|
|
|
|
|
|
|
|
|
(1) Represents
the exclusion of the portion of the PHPC deemed dividend (which
represents remeasurements to the redemption value of the redeemable
NCI) that exceeded fair value and interest expense, net of tax,
associated with the convertible notes, both of which were treated
as adjustments to income available to common shareholders for
diluted earnings from continuing operations per common share. Post
believes this exclusion allows for more meaningful comparison of
performance to other periods. |
(2) For all
periods, income tax effect on adjustments was calculated on all
items, except loss (gain) on investment in BellRing, income on
swaps, net, transaction costs and adjustment to (gain on) bargain
purchase, using a rate of 24.5%, the sum of Post’s U.S. federal
corporate income tax rate plus Post’s blended state income tax
rate, net of federal income tax benefit. Income tax effect for
income/expense on swaps, net was calculated using a rate of 21.5%.
Income tax effect for loss (gain) on investment in BellRing and
adjustment to (gain on) bargain purchase were calculated using a
rate of 0.0%. Income tax effect for transaction costs was
calculated using a rate of 12.0% for the three months and year
ended September 30, 2022 and 24.5% for the three months and year
ended September 30, 2021. |
|
RECONCILIATION OF NET EARNINGS FROM
CONTINUING OPERATIONS TO ADJUSTED EBITDA
(Unaudited)(in millions)
|
Three Months Ended September
30, |
|
Year EndedSeptember 30, |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
Net Earnings from
Continuing Operations |
$ |
83.9 |
|
|
$ |
8.3 |
|
|
$ |
735.0 |
|
|
$ |
104.9 |
|
Income tax expense
(benefit) |
|
42.4 |
|
|
|
(4.8 |
) |
|
|
85.7 |
|
|
|
58.2 |
|
Interest expense, net |
|
72.2 |
|
|
|
82.9 |
|
|
|
317.8 |
|
|
|
332.6 |
|
Depreciation and
amortization |
|
94.7 |
|
|
|
97.9 |
|
|
|
380.2 |
|
|
|
366.5 |
|
Loss (gain) on investment in
BellRing |
|
45.7 |
|
|
|
— |
|
|
|
(437.1 |
) |
|
|
— |
|
Income on swaps, net |
|
(45.1 |
) |
|
|
(17.2 |
) |
|
|
(268.0 |
) |
|
|
(122.8 |
) |
(Gain) loss on extinguishment
of debt, net |
|
(81.7 |
) |
|
|
— |
|
|
|
(72.6 |
) |
|
|
93.2 |
|
Non-cash stock-based
compensation |
|
17.5 |
|
|
|
12.1 |
|
|
|
65.8 |
|
|
|
48.7 |
|
Equity method investment
adjustment |
|
17.8 |
|
|
|
17.4 |
|
|
|
67.1 |
|
|
|
44.1 |
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
17.4 |
|
|
|
(7.3 |
) |
|
|
14.0 |
|
|
|
(54.2 |
) |
Transaction costs |
|
1.0 |
|
|
|
1.7 |
|
|
|
32.1 |
|
|
|
5.8 |
|
Provision for legal
settlements |
|
13.8 |
|
|
|
— |
|
|
|
13.8 |
|
|
|
15.0 |
|
Adjustment to (gain on)
bargain purchase |
|
— |
|
|
|
1.2 |
|
|
|
— |
|
|
|
(11.4 |
) |
Mark-to-market adjustments on
equity securities |
|
(0.8 |
) |
|
|
2.7 |
|
|
|
1.4 |
|
|
|
(9.6 |
) |
Loss on assets held for
sale |
|
0.4 |
|
|
|
— |
|
|
|
(9.4 |
) |
|
|
(0.5 |
) |
Integration costs |
|
1.3 |
|
|
|
2.5 |
|
|
|
11.1 |
|
|
|
4.1 |
|
Restructuring and facility
closure costs |
|
1.8 |
|
|
|
0.1 |
|
|
|
11.1 |
|
|
|
0.4 |
|
Loss on sale of business |
|
— |
|
|
|
— |
|
|
|
6.3 |
|
|
|
— |
|
Asset disposal costs |
|
— |
|
|
|
6.0 |
|
|
|
6.1 |
|
|
|
6.0 |
|
Noncontrolling interest
adjustment |
|
2.0 |
|
|
|
7.1 |
|
|
|
5.9 |
|
|
|
5.2 |
|
Costs expected to be
indemnified, net |
|
(4.4 |
) |
|
|
— |
|
|
|
(1.6 |
) |
|
|
— |
|
Inventory revaluation
adjustment on acquired businesses |
|
— |
|
|
|
1.6 |
|
|
|
0.6 |
|
|
|
3.4 |
|
Purchase price adjustment on
acquisition |
|
— |
|
|
|
— |
|
|
|
(1.2 |
) |
|
|
— |
|
Adjustment to TRA
liability |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
Advisory income |
|
(0.2 |
) |
|
|
(0.2 |
) |
|
|
(0.6 |
) |
|
|
(0.6 |
) |
Adjusted
EBITDA |
$ |
279.7 |
|
|
$ |
212.0 |
|
|
$ |
963.5 |
|
|
$ |
889.4 |
|
Adjusted EBITDA as a
percentage of Net Sales |
|
17.7 |
% |
|
|
15.6 |
% |
|
|
16.5 |
% |
|
|
17.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED
SEPTEMBER 30, 2022(in millions)
|
Post Consumer Brands |
|
Weetabix |
|
Foodservice |
|
Refrigerated Retail |
|
Corporate/ Other |
|
Total |
Segment Profit |
$ |
82.0 |
|
|
$ |
27.7 |
|
|
$ |
70.0 |
|
|
$ |
16.1 |
|
|
$ |
— |
|
|
$ |
195.8 |
|
General corporate expenses and
other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(58.1 |
) |
|
|
(58.1 |
) |
Other expense, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5.8 |
) |
|
|
(5.8 |
) |
Operating
Profit |
|
82.0 |
|
|
|
27.7 |
|
|
|
70.0 |
|
|
|
16.1 |
|
|
|
(63.9 |
) |
|
|
131.9 |
|
Other expense, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5.8 |
|
|
|
5.8 |
|
Depreciation and
amortization |
|
32.1 |
|
|
|
9.7 |
|
|
|
32.2 |
|
|
|
19.7 |
|
|
|
1.0 |
|
|
|
94.7 |
|
Non-cash stock-based
compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17.5 |
|
|
|
17.5 |
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
— |
|
|
|
0.1 |
|
|
|
(2.0 |
) |
|
|
— |
|
|
|
19.3 |
|
|
|
17.4 |
|
Transaction costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.0 |
|
|
|
1.0 |
|
Provision for legal
settlements |
|
— |
|
|
|
— |
|
|
|
13.8 |
|
|
|
— |
|
|
|
— |
|
|
|
13.8 |
|
Mark-to-market adjustments on
equity securities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.8 |
) |
|
|
(0.8 |
) |
Loss on assets held for
sale |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
|
0.4 |
|
Integration costs |
|
1.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.3 |
|
Restructuring and facility
closure costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.8 |
|
|
|
1.8 |
|
Noncontrolling interest
adjustment |
|
— |
|
|
|
(0.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
Costs expected to be
indemnified, net |
|
— |
|
|
|
— |
|
|
|
(4.4 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4.4 |
) |
Advisory income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Adjusted
EBITDA |
$ |
115.4 |
|
|
$ |
37.0 |
|
|
$ |
109.6 |
|
|
$ |
35.8 |
|
|
$ |
(18.1 |
) |
|
$ |
279.7 |
|
Adjusted EBITDA as a
percentage of Net Sales |
|
19.6 |
% |
|
|
31.7 |
% |
|
|
17.5 |
% |
|
|
14.4 |
% |
|
|
— |
|
|
|
17.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED
SEPTEMBER 30, 2021(in millions)
|
Post Consumer Brands |
|
Weetabix |
|
Foodservice |
|
Refrigerated Retail |
|
Corporate/ Other |
|
Total |
Segment Profit |
$ |
66.5 |
|
|
$ |
32.8 |
|
|
$ |
14.2 |
|
|
$ |
3.7 |
|
|
$ |
— |
|
|
$ |
117.2 |
|
General corporate expenses and
other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(23.0 |
) |
|
|
(23.0 |
) |
Other income, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9.5 |
) |
|
|
(9.5 |
) |
Operating
Profit |
|
66.5 |
|
|
|
32.8 |
|
|
|
14.2 |
|
|
|
3.7 |
|
|
|
(32.5 |
) |
|
|
84.7 |
|
Other income, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9.5 |
|
|
|
9.5 |
|
Depreciation and
amortization |
|
34.6 |
|
|
|
10.4 |
|
|
|
31.7 |
|
|
|
20.3 |
|
|
|
0.9 |
|
|
|
97.9 |
|
Non-cash stock-based
compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12.1 |
|
|
|
12.1 |
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
— |
|
|
|
— |
|
|
|
3.7 |
|
|
|
— |
|
|
|
(11.0 |
) |
|
|
(7.3 |
) |
Transaction costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.7 |
|
|
|
1.7 |
|
Adjustment to bargain
purchase |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.2 |
|
|
|
1.2 |
|
Mark-to-market adjustments on
equity securities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.7 |
|
|
|
2.7 |
|
Integration costs |
|
2.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.5 |
|
Restructuring and facility
closure costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
|
|
0.1 |
|
Asset disposal costs |
|
— |
|
|
|
— |
|
|
|
6.0 |
|
|
|
— |
|
|
|
— |
|
|
|
6.0 |
|
Noncontrolling interest
adjustment |
|
— |
|
|
|
(0.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
Inventory revaluation
adjustment on acquired businesses |
|
1.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.6 |
|
Advisory income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.2 |
) |
|
|
(0.2 |
) |
Adjusted
EBITDA |
$ |
105.2 |
|
|
$ |
42.7 |
|
|
$ |
55.6 |
|
|
$ |
24.0 |
|
|
$ |
(15.5 |
) |
|
$ |
212.0 |
|
Adjusted EBITDA as a
percentage of Net Sales |
|
20.2 |
% |
|
|
33.6 |
% |
|
|
12.2 |
% |
|
|
9.6 |
% |
|
|
— |
|
|
|
15.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)YEAR ENDED SEPTEMBER
30, 2022(in millions)
|
Post Consumer Brands |
|
Weetabix |
|
Foodservice |
|
Refrigerated Retail |
|
Corporate/ Other |
|
Total |
Segment Profit |
$ |
314.6 |
|
|
$ |
109.5 |
|
|
$ |
151.0 |
|
|
$ |
57.1 |
|
|
$ |
— |
|
|
$ |
632.2 |
|
General corporate expenses and
other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(196.8 |
) |
|
|
(196.8 |
) |
Other income, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19.8 |
) |
|
|
(19.8 |
) |
Operating
Profit |
|
314.6 |
|
|
|
109.5 |
|
|
|
151.0 |
|
|
|
57.1 |
|
|
|
(216.6 |
) |
|
|
415.6 |
|
Other expense, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
19.8 |
|
|
|
19.8 |
|
Depreciation and
amortization |
|
133.1 |
|
|
|
37.5 |
|
|
|
127.5 |
|
|
|
78.4 |
|
|
|
3.7 |
|
|
|
380.2 |
|
Non-cash stock-based
compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
65.8 |
|
|
|
65.8 |
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
— |
|
|
|
0.1 |
|
|
|
(4.5 |
) |
|
|
— |
|
|
|
18.4 |
|
|
|
14.0 |
|
Transaction costs |
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
|
|
31.5 |
|
|
|
32.1 |
|
Provision for legal
settlements |
|
— |
|
|
|
— |
|
|
|
13.8 |
|
|
|
— |
|
|
|
— |
|
|
|
13.8 |
|
Mark-to-market adjustments on
equity securities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.4 |
|
|
|
1.4 |
|
Gain on assets held for
sale |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9.4 |
) |
|
|
(9.4 |
) |
Integration costs |
|
8.8 |
|
|
|
— |
|
|
|
— |
|
|
|
2.3 |
|
|
|
— |
|
|
|
11.1 |
|
Restructuring and facility
closure costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11.1 |
|
|
|
11.1 |
|
Loss on sale of business |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6.3 |
|
|
|
6.3 |
|
Asset disposal costs |
|
— |
|
|
|
— |
|
|
|
6.1 |
|
|
|
— |
|
|
|
— |
|
|
|
6.1 |
|
Noncontrolling interest
adjustment |
|
— |
|
|
|
(1.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.6 |
) |
Costs expected to be
indemnified, net |
|
— |
|
|
|
— |
|
|
|
(1.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.6 |
) |
Inventory revaluation
adjustment on acquired businesses |
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.6 |
|
Purchase price adjustment on
acquisition |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.2 |
) |
|
|
(1.2 |
) |
Advisory income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.6 |
) |
|
|
(0.6 |
) |
Adjusted
EBITDA |
$ |
456.5 |
|
|
$ |
146.7 |
|
|
$ |
292.3 |
|
|
$ |
137.8 |
|
|
$ |
(69.8 |
) |
|
$ |
963.5 |
|
Adjusted EBITDA as a
percentage of Net Sales |
|
20.4 |
% |
|
|
30.7 |
% |
|
|
14.0 |
% |
|
|
13.3 |
% |
|
|
— |
|
|
|
16.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)YEAR ENDED SEPTEMBER
30, 2021(in millions)
|
Post Consumer Brands |
|
Weetabix |
|
Foodservice |
|
Refrigerated Retail |
|
Corporate/ Other |
|
Total |
Segment Profit |
$ |
316.6 |
|
|
$ |
115.4 |
|
|
$ |
61.7 |
|
|
$ |
75.9 |
|
|
$ |
— |
|
|
$ |
569.6 |
|
General corporate expenses and
other |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(52.6 |
) |
|
|
(52.6 |
) |
Other income, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(29.3 |
) |
|
|
(29.3 |
) |
Operating
Profit |
|
316.6 |
|
|
|
115.4 |
|
|
|
61.7 |
|
|
|
75.9 |
|
|
|
(81.9 |
) |
|
|
487.7 |
|
Other income, net |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
29.3 |
|
|
|
29.3 |
|
Depreciation and
amortization |
|
122.0 |
|
|
|
39.0 |
|
|
|
126.0 |
|
|
|
75.5 |
|
|
|
4.0 |
|
|
|
366.5 |
|
Non-cash stock-based
compensation |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
48.7 |
|
|
|
48.7 |
|
Equity method investment
adjustment |
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
Mark-to-market adjustments on
commodity and foreign exchange hedges and warrant liabilities |
|
— |
|
|
|
— |
|
|
|
3.0 |
|
|
|
— |
|
|
|
(57.2 |
) |
|
|
(54.2 |
) |
Transaction costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5.8 |
|
|
|
5.8 |
|
Provision for legal
settlements |
|
15.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15.0 |
|
Adjustment to bargain
purchase |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(11.4 |
) |
|
|
(11.4 |
) |
Mark-to-market adjustments on
equity securities |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9.6 |
) |
|
|
(9.6 |
) |
Gain on assets held for
sale |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
|
|
(0.5 |
) |
Integration costs |
|
3.8 |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
— |
|
|
|
4.1 |
|
Restructuring and facility
closure costs |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
|
0.4 |
|
Asset disposal costs |
|
— |
|
|
|
— |
|
|
|
6.0 |
|
|
|
— |
|
|
|
— |
|
|
|
6.0 |
|
Noncontrolling interest
adjustment |
|
— |
|
|
|
(1.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1.8 |
) |
Inventory revaluation
adjustment on acquired businesses |
|
3.1 |
|
|
|
— |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
3.4 |
|
Adjustment to TRA
liability |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.4 |
|
|
|
0.4 |
|
Advisory income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.6 |
) |
|
|
(0.6 |
) |
Adjusted
EBITDA |
$ |
460.5 |
|
|
$ |
152.8 |
|
|
$ |
197.0 |
|
|
$ |
151.7 |
|
|
$ |
(72.6 |
) |
|
$ |
889.4 |
|
Adjusted EBITDA as a
percentage of Net Sales |
|
24.0 |
% |
|
|
32.0 |
% |
|
|
12.2 |
% |
|
|
15.6 |
% |
|
|
— |
|
|
|
17.9 |
% |
Post (NYSE:POST)
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