ST.
LOUIS, Aug. 1, 2024 /PRNewswire/ -- Post
Holdings, Inc. (NYSE:POST), a consumer packaged goods holding
company, today reported results for the third fiscal quarter ended
June 30, 2024.
Highlights:
- Third quarter net sales of $1.9 billion
- Operating profit of $203.2
million; net earnings of $99.8
million and Adjusted EBITDA (non-GAAP)* of $350.2 million
- Raised fiscal year 2024 Adjusted EBITDA (non-GAAP)* outlook
to $1,370-$1,390 million
*For additional information regarding non-GAAP measures, such
as Adjusted EBITDA, Adjusted net earnings, Adjusted diluted
earnings per common share and segment Adjusted EBITDA, see the
related explanations presented under "Use of Non-GAAP Measures"
later in this release. 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 the adjustments
described under "Outlook" below.
Basis of Presentation
On April 28, 2023, Post completed
its acquisition of a portion of The J. M. Smucker Company's
("Smucker") pet food business ("Pet Food"), the results of which
are included in the Post Consumer Brands segment. On December 1, 2023, Post completed its acquisition
of substantially all of the assets of Perfection Pet Foods, LLC
("Perfection"), the results of which are also included in the Post
Consumer Brands segment. On December 1,
2023, Post completed its acquisition of Deeside Cereals I
Ltd ("Deeside"), the results of which are included in the Weetabix
segment.
Third Quarter Consolidated Operating
Results
Net sales were $1,947.7 million,
an increase of 4.7%, or $88.3
million, compared to $1,859.4
million in the prior year period. Net sales included
$436.4 million and $275.3 million in the third quarter of 2024 and
2023, respectively, in net sales from acquisitions completed in
fiscal years 2024 and 2023. Excluding the benefit from acquisitions
in the current and prior year periods, net sales declined in Post
Consumer Brands (driven by volume declines in branded and
non-retail cereal), Weetabix (driven by declines in branded
products), Foodservice (driven by the reduction of avian influenza
pricing and the pass-through of lower grain and egg market prices)
and Refrigerated Retail (driven by lower net pricing). Gross profit
was $577.3 million, or 29.6% of net
sales, an increase of 15.1%, or $75.7
million, compared to $501.6
million, or 27.0% of net sales, in the prior year
period.
Selling, general and administrative ("SG&A") expenses were
$324.5 million, or 16.7% of net
sales, an increase of 7.8%, or $23.6
million, compared to $300.9
million, or 16.2% of net sales, in the prior year period.
The increase was primarily driven by the inclusion of Pet Food.
Operating profit was $203.2 million,
an increase of 28.4%, or $44.9
million, compared to $158.3
million in the prior year period.
Net earnings were $99.8 million,
an increase of 11.4%, or $10.2
million, compared to $89.6
million in the prior year period. Net earnings included the
following:
|
Three Months Ended
June 30,
|
(in
millions)
|
2024
|
|
2023
|
Gain on extinguishment
of debt, net (1)
|
$
(1.8)
|
|
$
(6.4)
|
Income on swaps, net
(1)
|
(3.1)
|
|
(17.1)
|
Net earnings
attributable to noncontrolling interests (2)
|
0.1
|
|
8.7
|
|
(1)
Discussed later in this release and were treated as adjustments for
non-GAAP measures.
|
(2) Prior
year results primarily reflected the allocation of 69.0% of Post
Holdings Partnering Corporation's ("PHPC")
consolidated net earnings to noncontrolling interests prior to the
dissolution of PHPC (the "PHPC Dissolution").
|
Diluted earnings per common share were $1.53, compared to $1.38 in the prior year period. Adjusted net
earnings (non-GAAP)* were $103.1
million, compared to $104.0
million in the prior year period. Adjusted diluted earnings
per common share (non-GAAP)* were $1.54, compared to $1.52 in the prior year period.
Adjusted EBITDA was $350.2
million, an increase of 3.5%, or $12.0 million, compared to $338.2 million in the prior year period.
Nine Month Consolidated Operating Results
Net sales were $5,912.6 million,
an increase of 17.2%, or $867.0
million, compared to $5,045.6
million in the prior year period. Gross profit was
$1,729.5 million, or 29.3% of net
sales, an increase of 30.0%, or $399.2
million, compared to $1,330.3
million, or 26.4% of net sales, in the prior year
period.
SG&A expenses were $988.7
million, or 16.7% of net sales, an increase of 28.6%, or
$219.8 million, compared to
$768.9 million, or 15.2% of net
sales, in the prior year period. SG&A expenses in the nine
months ended June 30, 2024 included
$26.5 million of integration costs,
which were primarily related to the Pet Food acquisition and were
treated as adjustments for non-GAAP measures, and $8.6 million of restructuring and facility
closure costs, which were primarily related to the scheduled
closing of Post's cereal manufacturing facility in Lancaster, Ohio and were treated as
adjustments for non-GAAP measures. Operating profit was
$602.6 million, an increase of 35.1%,
or $156.7 million, compared to
$445.9 million in the prior year
period.
Net earnings were $285.1 million,
an increase of 21.0%, or $49.5
million, compared to $235.6
million in the prior year period. Net earnings included the
following:
|
Nine Months Ended
June 30,
|
(in
millions)
|
2024
|
|
2023
|
Gain on extinguishment
of debt, net (1)
|
$
(4.6)
|
|
$
(21.2)
|
Expense (income) on
swaps, net (1)
|
4.7
|
|
(20.4)
|
Net earnings
attributable to noncontrolling interests (2)
|
0.2
|
|
11.8
|
|
(1)
Discussed later in this release and were treated as adjustments for
non-GAAP measures.
|
(2) Prior
year results primarily reflected the allocation of 69.0% of PHPC's
consolidated net earnings to
noncontrolling interests prior to the PHPC Dissolution.
|
Diluted earnings per common share were $4.36, compared to $3.82 in the prior year period. Adjusted net
earnings were $318.6 million,
compared to $247.2 million in the
prior year period. Adjusted diluted earnings per common share were
$4.73, compared to $3.71 in the prior year period.
Adjusted EBITDA was $1,054.9
million, an increase of 19.3%, or $170.5 million, compared to $884.4 million in the prior year period.
Post Consumer Brands
North American ready-to-eat ("RTE") cereal, pet food and
peanut butter.
For the third quarter, net sales were $1,008.1 million, an increase of 15.7%, or
$136.8 million, compared to the prior
year period. Net sales included $428.9
million and $275.3 million in
the third quarter of 2024 and 2023, respectively, attributable to
acquisitions. Excluding the benefit from acquisitions in both
periods, volumes decreased 6.0%, primarily driven by declines in
branded and non-retail cereal. Segment profit was $128.6 million, an increase of 54.9%, or
$45.6 million, compared to the prior
year period. Segment Adjusted EBITDA (non-GAAP)* was
$193.5 million, an increase of 27.8%,
or $42.1 million, compared to the
prior year period.
For the nine months ended June 30,
2024, net sales were $3,062.2
million, an increase of 51.2%, or $1,037.1 million, compared to the prior year
period. Segment profit was $401.0
million, an increase of 68.6%, or $163.2 million, compared to the prior year
period. Segment Adjusted EBITDA was $582.3
million, an increase of 53.8%, or $203.6 million, compared to the prior year
period.
Weetabix
Primarily United Kingdom
("U.K.") RTE cereal, muesli and protein-based shakes.
For the third quarter, net sales were $136.1 million, an increase of 1.4%, or
$1.9 million, compared to the prior
year period. Net sales included $7.5
million in the third quarter of 2024 attributable to Deeside
and reflected a foreign currency exchange rate tailwind of
approximately 80 basis points. Excluding the impact of Deeside,
volumes decreased 5.6%, primarily driven by decreases in branded
products. Segment profit was $24.1
million, an increase of 34.6%, or $6.2 million, compared to the prior year period.
Segment Adjusted EBITDA was $34.2
million, an increase of 23.9%, or $6.6 million, compared to the prior year
period.
For the nine months ended June 30,
2024, net sales were $403.2
million, an increase of 6.9%, or $26.0 million, compared to the prior year period.
Segment profit was $63.2 million, an
increase of 7.5%, or $4.4 million,
compared to the prior year period. Segment Adjusted EBITDA was
$92.6 million, an increase of 8.6%,
or $7.3 million, compared to the
prior year period.
Foodservice
Primarily egg and potato products.
For the third quarter, net sales were $589.1 million, a decrease of 5.4%, or
$33.6 million, compared to the prior
year period. Volumes increased 1.5%, reflecting increases due to
distribution gains in both eggs and potatoes. Segment profit was
$89.6 million, a decrease of 16.8%,
or $18.1 million, compared to the
prior year period. Segment Adjusted EBITDA was $120.4 million, a decrease of 16.7%, or
$24.1 million, compared to the prior
year period.
For the nine months ended June 30,
2024, net sales were $1,711.0
million, a decrease of 7.8%, or $145.4 million, compared to the prior year
period. Segment profit was $229.8
million, a decrease of 13.3%, or $35.1 million, compared to the prior year period.
Segment Adjusted EBITDA was $327.9
million, a decrease of 9.8%, or $35.6
million, compared to the prior year period.
Refrigerated Retail
Primarily side dish, egg, cheese and sausage
products.
For the third quarter, net sales were $214.4 million, a decrease of 7.1%, or
$16.3 million, compared to the prior
year period. Volumes decreased 0.5%, as growth in side dishes was
offset by distribution losses in lower margin egg products. Volume
information by product is disclosed in a table presented later in
this release. Segment profit was $5.1
million, a decrease of 71.7%, or $12.9 million, compared to the prior year period.
Segment Adjusted EBITDA was $23.3
million, a decrease of 37.2%, or $13.8 million, compared to the prior year
period.
For the nine months ended June 30,
2024, net sales were $735.7
million, a decrease of 6.4%, or $50.7
million, compared to the prior year period. Segment profit
was $63.1 million, an increase of
10.3%, or $5.9 million, compared to
the prior year period. Segment Adjusted EBITDA was $117.4 million, an increase of 0.7%, or
$0.8 million, compared to the prior
year period.
Interest, Gain on Extinguishment of Debt, (Income) Expense on
Swaps and Income Tax
Interest expense, net was $78.8
million in the third quarter of 2024, compared to
$72.7 million in the third quarter of
2023. Interest expense, net was $236.9
million in the nine months ended June
30, 2024, compared to $202.4
million in the prior year period. The increase in interest
expense, net in the nine months ended June
30, 2024 was primarily driven by higher average outstanding
principal amounts of debt, a higher weighted-average interest rate
and lower interest income compared to the prior year period.
Gain on extinguishment of debt, net of $1.8 million and $4.6
million was recorded in the three and nine months ended
June 30, 2024, respectively. Gain on
extinguishment of debt, net of $6.4
million and $21.2 million was
recorded in the three and nine months ended June 30, 2023, respectively, primarily in
connection with Post's partial repurchase of its 4.50% senior notes
due September 2031 and 4.625% senior
notes due April 2030.
(Income) expense on swaps, net relates to mark-to-market
adjustments on interest rate swaps. Income on swaps, net was
$3.1 million in the third quarter of
2024, compared to $17.1 million in
the prior year period. Expense on swaps, net was $4.7 million in the nine months ended
June 30, 2024, compared to income of
$20.4 million in the prior year
period.
Income tax expense was $31.7
million in the third quarter of 2024, an effective income
tax rate of 24.1%, compared to $26.8
million in the third quarter of 2023, an effective income
tax rate of 21.4%. Income tax expense was $88.8 million in the nine months ended
June 30, 2024, an effective income
tax rate of 23.7%, compared to $70.4
million in the prior year period, an effective income tax
rate of 22.1%.
Share Repurchases and New Share Repurchase
Authorization
During the third quarter of 2024, Post repurchased 2.0 million
shares of its common stock for $207.9
million at an average price of $104.18 per share. During the nine months ended
June 30, 2024, Post repurchased 2.5
million shares for $252.7 million at
an average price of $100.71 per
share. Subsequent to the end of the third quarter of 2024 through
July 31, 2024, Post repurchased 0.3
million shares for $36.4 million at
an average price of $105.43 per
share. On July 30, 2024, Post's Board
of Directors approved a new $500
million share repurchase authorization. Share repurchases
under the new authorization may begin on August 5, 2024. As of July
31, 2024, Post had $147.7
million remaining under its existing $400 million share repurchase authorization,
which became effective on February 5,
2024 and will be cancelled effective August 4, 2024.
Repurchases may be made from time to time in the open market, in
private purchases, through forward, derivative, accelerated
repurchase or automatic purchase transactions, or otherwise. Any
shares repurchased would be held as treasury stock. The
authorization does not, however, obligate Post to acquire any
particular number of shares, and repurchases may be suspended or
terminated at any time at Post's discretion.
Outlook
For fiscal year 2024, Post management has raised its guidance
range for Adjusted EBITDA to $1,370-$1,390
million from $1,335-$1,375
million. Post management expects fiscal year 2024 capital
expenditures to range between $420-$445 million,
which includes Foodservice investment in the expansion of the
Norwalk, Iowa precooked egg
facility and the start of the Phase II expansion of the
Bloomfield, Nebraska cage-free egg
facility, for aggregate expenditures of $100-$110 million.
This also includes $90-$100 million for Pet Food quality, safety,
capacity, pilot plant and distribution network investments and
approximately $20 million related to
the scheduled closing of the Lancaster,
Ohio cereal manufacturing facility.
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
income/expense on swaps, net, gain/loss on extinguishment of debt,
net, integration and transaction costs, mark-to-market adjustments
on commodity and foreign exchange hedges and equity securities,
equity method investment adjustment 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 Adjusted net earnings/loss, Adjusted diluted earnings/loss
per common share, Adjusted EBITDA, segment Adjusted EBITDA,
Adjusted EBITDA as a percentage of Net Sales and segment Adjusted
EBITDA as a percentage of Net Sales. 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, August 2, 2024 at 9:00 a.m. ET to discuss financial results for the
third quarter of fiscal year 2024 and fiscal year 2024 outlook and
to respond to questions. Robert V.
Vitale, President and Chief Executive Officer, Jeff A. Zadoks, Executive Vice President and
Chief Operating Officer, and Matthew J.
Mainer, Senior Vice President, Chief Financial Officer and
Treasurer, will participate in the call.
Interested parties may join the conference call by dialing (800)
343-4136 in the U.S. and (203) 518-9856 from outside of the U.S.
The conference identification number is POSTQ324. 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, August 9, 2024 by dialing
(800) 934-2127 in the U.S. and (402) 220-1139 from outside of the
U.S. A webcast replay also will be available for a limited period
on Post's website in the Investors 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 prospective
financial information provided in this release, see
"Forward-Looking Statements" below. Accordingly, the prospective
financial information provided in this release 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 2024 and Post's capital
expenditure outlook for fiscal year 2024. 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:
- disruptions or inefficiencies in Post's supply chain,
inflation, labor shortages, public health crises, climatic events,
avian influenza and other agricultural diseases and pests, fires
and other events beyond Post's control;
- consumer and customer reaction to Post's pricing actions;
- changes in economic conditions, financial instability,
disruptions in capital and credit markets, changes in interest
rates and fluctuations in foreign currency exchange rates;
- volatility in the cost or availability of inputs to Post's
businesses (including raw materials, energy and other supplies and
freight);
- Post's ability to hire and retain talented personnel, leaves of
absence of key employees, increases in labor-related costs,
employee safety, labor strikes, work stoppages and unionization
efforts;
- Post's reliance on third parties for the manufacture of many of
its products;
- Post's high leverage, its ability to obtain additional
financing and service its outstanding debt (including covenants
restricting the operation of Post's businesses) and a potential
downgrade in Post's credit ratings;
- Post's and its customers' ability to compete in their
respective product categories, including the success of pricing,
advertising and promotional programs and the ability to anticipate
and respond to changes in consumer and customer preferences and
behaviors;
- the success of new product introductions;
- allegations that Post's products cause injury or illness,
product recalls and withdrawals, product liability claims and other
related litigation;
- compliance with existing and changing laws and
regulations;
- the impact of litigation;
- Post's ability to successfully integrate Pet Food and the
assets from the Perfection acquisition, deliver on the expected
financial contribution, cost savings and synergies from these
acquisitions and maintain relationships with employees, customers
and suppliers for the acquired businesses, while maintaining focus
on Post's pre-acquisition businesses;
- Post's and Smucker's ability to comply with certain ancillary
agreements associated with the Pet Food acquisition;
- Post's ability to identify, complete and integrate or otherwise
effectively execute acquisitions or other strategic
transactions;
- Post's ability to successfully implement business strategies to
reduce costs;
- differences in Post's actual operating results from any of its
guidance regarding its future performance;
- costs, business disruptions and reputational damage associated
with cybersecurity incidents, information technology failures or
information security breaches;
- impairment in the carrying value of goodwill or other
intangibles;
- risks related to the intended tax treatment of Post's
divestitures of its interest in BellRing Brands, Inc.
("BellRing");
- the loss of, a significant reduction of purchases by or the
bankruptcy of a major customer;
- costs associated with the obligations of Bob Evans Farms, Inc.
("Bob Evans") in connection with the
sale of its restaurants business, including certain indemnification
obligations 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 license third-party intellectual property;
- risks associated with Post's international businesses;
- business disruption or other losses from political instability,
terrorism, war or armed hostilities or geopolitical tensions;
- changes in critical accounting estimates;
- losses or increased funding and expenses related to Post's
qualified pension or other postretirement plans;
- conflicting interests or the appearance of conflicting
interests resulting from any of Post's directors and officers also
serving as directors or officers of other companies; and
- other risks and uncertainties described in Post's filings with
the Securities and Exchange Commission.
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 and pet food categories
and also markets Peter Pan® peanut butter.
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 private brand food
category through its ownership interest in 8th Avenue Food &
Provisions, Inc. For more information, visit
www.postholdings.com.
Contact:
Investor Relations
Daniel O'Rourke
daniel.orourke@postholdings.com
(314) 806-3959
Media Relations
Tara Gray
tara.gray@postholdings.com
(314) 644-7648
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except
per share data)
|
|
|
Three Months
Ended
June 30,
|
|
Nine Months
Ended
June
30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Sales
|
$ 1,947.7
|
|
$ 1,859.4
|
|
$ 5,912.6
|
|
$ 5,045.6
|
Cost of goods
sold
|
1,370.4
|
|
1,357.8
|
|
4,183.1
|
|
3,715.3
|
Gross
Profit
|
577.3
|
|
501.6
|
|
1,729.5
|
|
1,330.3
|
Selling, general and
administrative expenses
|
324.5
|
|
300.9
|
|
988.7
|
|
768.9
|
Amortization of
intangible assets
|
46.4
|
|
42.4
|
|
138.5
|
|
115.4
|
Other operating expense
(income), net
|
3.2
|
|
—
|
|
(0.3)
|
|
0.1
|
Operating
Profit
|
203.2
|
|
158.3
|
|
602.6
|
|
445.9
|
Interest expense,
net
|
78.8
|
|
72.7
|
|
236.9
|
|
202.4
|
Gain on extinguishment
of debt, net
|
(1.8)
|
|
(6.4)
|
|
(4.6)
|
|
(21.2)
|
(Income) expense on
swaps, net
|
(3.1)
|
|
(17.1)
|
|
4.7
|
|
(20.4)
|
Other income,
net
|
(2.3)
|
|
(16.0)
|
|
(8.6)
|
|
(32.9)
|
Earnings before
Income Taxes and Equity Method Loss
|
131.6
|
|
125.1
|
|
374.2
|
|
318.0
|
Income tax
expense
|
31.7
|
|
26.8
|
|
88.8
|
|
70.4
|
Equity method loss, net
of tax
|
—
|
|
—
|
|
0.1
|
|
0.2
|
Net Earnings
Including Noncontrolling Interests
|
99.9
|
|
98.3
|
|
285.3
|
|
247.4
|
Less: Net earnings
attributable to noncontrolling interests
|
0.1
|
|
8.7
|
|
0.2
|
|
11.8
|
Net
Earnings
|
$ 99.8
|
|
$ 89.6
|
|
$ 285.1
|
|
$ 235.6
|
|
|
|
|
|
|
|
|
Earnings per Common
Share:
|
|
|
|
|
|
|
|
Basic
|
$ 1.66
|
|
$ 1.49
|
|
$ 4.72
|
|
$ 4.13
|
Diluted
|
$ 1.53
|
|
$ 1.38
|
|
$ 4.36
|
|
$ 3.82
|
Weighted-Average
Common Shares Outstanding:
|
|
|
|
|
|
|
|
Basic
|
60.0
|
|
61.6
|
|
60.4
|
|
59.7
|
Diluted
|
67.0
|
|
68.5
|
|
67.3
|
|
66.7
|
CONDENSED
CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)
|
|
|
June 30,
2024
|
|
September 30,
2023
|
|
|
|
|
|
|
ASSETS
|
|
Current
Assets
|
|
|
|
|
Cash and cash
equivalents
|
$
333.8
|
|
$
93.3
|
|
Restricted
cash
|
10.0
|
|
23.9
|
|
Receivables,
net
|
536.1
|
|
512.4
|
|
Inventories
|
795.0
|
|
789.9
|
|
Prepaid expenses and
other current assets
|
81.3
|
|
59.0
|
|
Total Current
Assets
|
1,756.2
|
|
1,478.5
|
|
|
|
|
|
|
Property,
net
|
2,187.7
|
|
2,021.4
|
|
Goodwill
|
4,648.7
|
|
4,574.4
|
|
Other intangible
assets, net
|
3,169.0
|
|
3,212.4
|
|
Other assets
|
366.9
|
|
360.0
|
|
Total
Assets
|
$
12,128.5
|
|
$
11,646.7
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
Current
Liabilities
|
|
|
|
|
Current portion of
long-term debt
|
$
1.2
|
|
$
1.1
|
|
Accounts
payable
|
392.6
|
|
368.8
|
|
Other current
liabilities
|
463.4
|
|
435.4
|
|
Total Current
Liabilities
|
857.2
|
|
805.3
|
|
|
|
|
|
|
Long-term
debt
|
6,397.8
|
|
6,039.0
|
|
Deferred income
taxes
|
645.9
|
|
674.4
|
|
Other
liabilities
|
271.8
|
|
276.7
|
|
Total
Liabilities
|
8,172.7
|
|
7,795.4
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
Common
stock
|
0.9
|
|
0.9
|
|
Additional paid-in
capital
|
5,312.5
|
|
5,288.1
|
|
Retained
earnings
|
1,701.6
|
|
1,416.5
|
|
Accumulated other
comprehensive loss
|
(87.1)
|
|
(135.1)
|
|
Treasury stock, at
cost
|
(2,982.8)
|
|
(2,728.3)
|
|
Total Shareholders'
Equity Excluding Noncontrolling Interests
|
3,945.1
|
|
3,842.1
|
|
Noncontrolling
interests
|
10.7
|
|
9.2
|
|
Total Shareholders'
Equity
|
3,955.8
|
|
3,851.3
|
|
Total Liabilities
and Shareholders' Equity
|
$
12,128.5
|
|
$
11,646.7
|
|
SELECTED CONDENSED
CONSOLIDATED CASH FLOWS
INFORMATION (Unaudited)
(in
millions)
|
|
|
Nine Months
Ended
June
30,
|
|
2024
|
|
2023
|
Cash provided by
(used in):
|
|
|
|
Operating
activities
|
$ 696.3
|
|
$ 480.5
|
Investing activities,
including capital expenditures of $290.3 and $201.9
|
(538.3)
|
|
(567.9)
|
Financing
activities
|
66.7
|
|
(279.7)
|
Effect of exchange rate
changes on cash, cash equivalents and restricted cash
|
1.9
|
|
3.8
|
Net increase
(decrease) in cash, cash equivalents and restricted
cash
|
$ 226.6
|
|
$
(363.3)
|
SEGMENT INFORMATION
(Unaudited)
(in
millions)
|
|
|
|
|
Three Months
Ended
June 30,
|
|
Nine Months
Ended
June
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Sales
|
|
|
|
|
|
|
|
|
Post Consumer
Brands
|
$ 1,008.1
|
|
$ 871.3
|
|
$ 3,062.2
|
|
$ 2,025.1
|
|
Weetabix
|
136.1
|
|
134.2
|
|
403.2
|
|
377.2
|
|
Foodservice
|
589.1
|
|
622.7
|
|
1,711.0
|
|
1,856.4
|
|
Refrigerated
Retail
|
214.4
|
|
230.7
|
|
735.7
|
|
786.4
|
|
Eliminations and
Corporate
|
—
|
|
0.5
|
|
0.5
|
|
0.5
|
|
Total
|
$ 1,947.7
|
|
$ 1,859.4
|
|
$ 5,912.6
|
|
$ 5,045.6
|
Segment
Profit
|
|
|
|
|
|
|
|
|
Post Consumer
Brands
|
$ 128.6
|
|
$ 83.0
|
|
$ 401.0
|
|
$ 237.8
|
|
Weetabix
|
24.1
|
|
17.9
|
|
63.2
|
|
58.8
|
|
Foodservice
|
89.6
|
|
107.7
|
|
229.8
|
|
264.9
|
|
Refrigerated
Retail
|
5.1
|
|
18.0
|
|
63.1
|
|
57.2
|
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
|
|
(0.5 %)
|
Side dishes
|
|
4.7 %
|
Egg
|
|
(10.1 %)
|
Cheese
|
|
(5.6 %)
|
Sausage
|
|
4.6 %
|
|
|
|
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 Adjusted net earnings/loss, Adjusted diluted
earnings/loss per common share, Adjusted EBITDA, segment Adjusted
EBITDA, Adjusted EBITDA as a percentage of Net Sales and segment
Adjusted EBITDA as a percentage of Net Sales. 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.
Adjusted net earnings/loss and Adjusted diluted earnings/loss
per common share
Post believes Adjusted net earnings/loss and Adjusted diluted
earnings/loss 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/loss and Adjusted diluted earnings/loss
per common share are adjusted for the following items:
a.
|
Income/expense on
swaps, net: Post has excluded the impact of mark-to-market
adjustments and cash settlements 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.
|
b.
|
Integration costs
and transaction costs: Post has excluded transaction costs
related to professional service fees and other related costs
associated with signed and closed business combinations and
divestitures 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. 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.
|
c.
|
Debt premiums
paid/discounts received, net: Post has excluded payments and
other expenses for premiums 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.
|
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.
|
f.
|
Restructuring and
facility closure costs, including accelerated depreciation:
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.
|
g.
|
Mark-to-market
adjustments on equity securities: Post has excluded the impact
of mark-to-market adjustments on investments in equity securities
(which includes its prior investment in BellRing) 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.
|
h.
|
Gain on dissolution
of PHPC: Post has excluded the impact of a gain on the PHPC
Dissolution primarily related to the write-off of costs recorded in
connection with the initial public offering. Post believes that
this gain does not reflect expected ongoing future income and does
not contribute to a meaningful evaluation of Post's current
operating performance or comparisons of Post's operating
performance to other periods.
|
i.
|
Adjustment to/gain
on bargain purchase: Post has excluded gains recorded for
acquisitions in which the fair value of the net assets acquired
exceeds 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.
|
j.
|
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.
|
k.
|
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.
|
l.
|
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.
|
m.
|
Advisory income:
Post has excluded advisory income received from 8th Avenue Food
& Provisions, Inc. 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.
|
n.
|
Noncontrolling
interest adjustment: Post has included an adjustment to reflect
the removal of the portion of the non-GAAP adjustments related to
PHPC which were attributable to noncontrolling interest prior to
the PHPC Dissolution in the calculation of Adjusted net
earnings/loss and Adjusted diluted earnings/loss per common share,
as Post believes this adjustment contributes to a more meaningful
evaluation of Post's current operating performance.
|
o.
|
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.
|
p.
|
U.K. tax reform
expense: Post has excluded the impact of the income tax expense
recorded during fiscal year 2023 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, segment Adjusted EBITDA, Adjusted EBITDA as a
percentage of Net Sales and segment Adjusted EBITDA as a percentage
of Net Sales
Post 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. Post believes that Adjusted EBITDA as a percentage
of Net Sales and segment Adjusted EBITDA as a percentage of Net
Sales are measures useful to investors in evaluating Post's
operating performance because they allow for meaningful comparison
of operating performance across periods.
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: income/expense on swaps, net, integration costs
and transaction costs, mark-to-market adjustments on commodity and
foreign exchange hedges and warrant liabilities, inventory
revaluation adjustment on acquired businesses, restructuring and
facility closure costs, mark-to-market adjustments on equity
securities, gain on dissolution of PHPC, adjustment to/gain on
bargain purchase, costs expected to be indemnified, net, provision
for legal settlements, gain/loss on sale of business and advisory
income. Additionally, Adjusted EBITDA and segment Adjusted EBITDA
reflect adjustments for the following items:
q.
|
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.
|
r.
|
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.
|
s.
|
Equity method
investment adjustment: Post has included adjustments for its
portion of income tax expense/benefit, interest expense, net and
depreciation and amortization for Weetabix's unconsolidated
investment accounted for using equity method accounting as Post
believes these adjustments contribute to a more meaningful
evaluation of Post's current operating performance.
|
t.
|
Noncontrolling
interest adjustment: Post has included adjustments for (i) the
portion of PHPC's consolidated net earnings/loss prior to the PHPC
Dissolution which was allocated to noncontrolling interest,
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 as Post believes these
adjustments contribute to a more meaningful evaluation of Post's
current operating performance.
|
RECONCILIATION OF
NET EARNINGS TO ADJUSTED NET EARNINGS (Unaudited)
(in
millions)
|
|
|
|
Three Months
Ended
June 30,
|
|
Nine Months
Ended
June
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Earnings
|
$ 99.8
|
|
$ 89.6
|
|
$ 285.1
|
|
$ 235.6
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
(Income) expense on
swaps, net
|
(3.1)
|
|
(17.1)
|
|
4.7
|
|
(20.4)
|
|
Integration
costs
|
12.4
|
|
12.1
|
|
26.5
|
|
19.5
|
|
Debt discounts
received, net
|
(1.9)
|
|
(6.4)
|
|
(3.5)
|
|
(23.3)
|
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
(9.5)
|
|
9.4
|
|
(1.2)
|
|
31.6
|
|
Inventory revaluation
adjustment on acquired businesses
|
—
|
|
12.6
|
|
1.0
|
|
12.6
|
|
Restructuring and
facility closure costs, including accelerated
depreciation
|
6.1
|
|
3.7
|
|
23.2
|
|
3.7
|
|
Transaction
costs
|
(1.1)
|
|
12.0
|
|
1.2
|
|
14.5
|
|
Mark-to-market
adjustments on equity securities
|
—
|
|
(1.0)
|
|
(1.2)
|
|
(12.4)
|
|
Gain on dissolution of
PHPC
|
—
|
|
(10.5)
|
|
—
|
|
(10.5)
|
|
Adjustment to/(gain) on
bargain purchase
|
0.4
|
|
—
|
|
(5.8)
|
|
—
|
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
—
|
|
(4.2)
|
|
Provision for legal
settlements
|
0.3
|
|
—
|
|
0.8
|
|
2.0
|
|
Loss on sale of
business
|
0.8
|
|
—
|
|
0.8
|
|
—
|
|
Advisory
income
|
(0.1)
|
|
(0.1)
|
|
(0.4)
|
|
(0.4)
|
|
Noncontrolling interest
adjustment
|
—
|
|
8.3
|
|
—
|
|
8.0
|
|
Total Net
Adjustments
|
4.3
|
|
23.0
|
|
46.1
|
|
20.7
|
Income tax effect on
adjustments (1)
|
(1.0)
|
|
(8.7)
|
|
(12.6)
|
|
(9.5)
|
U.K. tax reform
expense
|
—
|
|
0.1
|
|
—
|
|
0.4
|
Adjusted Net
Earnings
|
$ 103.1
|
|
$ 104.0
|
|
$ 318.6
|
|
$ 247.2
|
|
|
|
|
|
|
|
|
|
(1) Income
tax effect on adjustments was calculated on all items, except
income/expense on swaps, net, gain on dissolution of PHPC 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 gain on dissolution of
PHPC and adjustment to/gain on bargain purchase was calculated
using a rate of 0.0%. In the nine months ended June 30, 2023,
mark-to-market adjustments on equity securities contained a gain on
investment in BellRing, which was calculated using a rate of
0.0%.
|
RECONCILIATION OF
DILUTED EARNINGS PER COMMON SHARE
TO ADJUSTED DILUTED
EARNINGS PER COMMON SHARE (Unaudited)
|
|
|
|
Three Months
Ended
June 30,
|
|
Nine Months
Ended
June
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Diluted Earnings per
Common Share
|
$
1.53
|
|
$
1.38
|
|
$
4.36
|
|
$
3.82
|
Adjustment to Diluted
Earnings per Common Share for impact of redeemable
noncontrolling
interest and interest expense, net of tax, related to
convertible senior notes (1)
|
(0.04)
|
|
(0.07)
|
|
(0.12)
|
|
(0.29)
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
(Income) expense on
swaps, net
|
(0.05)
|
|
(0.25)
|
|
0.07
|
|
(0.30)
|
|
Integration
costs
|
0.19
|
|
0.18
|
|
0.39
|
|
0.29
|
|
Debt discounts
received, net
|
(0.03)
|
|
(0.09)
|
|
(0.05)
|
|
(0.35)
|
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
(0.14)
|
|
0.14
|
|
(0.02)
|
|
0.47
|
|
Inventory revaluation
adjustment on acquired businesses
|
—
|
|
0.18
|
|
0.02
|
|
0.19
|
|
Restructuring and
facility closure costs, including accelerated
depreciation
|
0.09
|
|
0.05
|
|
0.35
|
|
0.06
|
|
Transaction
costs
|
(0.02)
|
|
0.18
|
|
0.02
|
|
0.22
|
|
Mark-to-market
adjustments on equity securities
|
—
|
|
(0.02)
|
|
(0.02)
|
|
(0.19)
|
|
Gain on dissolution of
PHPC
|
—
|
|
(0.15)
|
|
—
|
|
(0.16)
|
|
Adjustment to/(gain) on
bargain purchase
|
0.01
|
|
—
|
|
(0.09)
|
|
—
|
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
—
|
|
(0.06)
|
|
Provision for legal
settlements
|
—
|
|
—
|
|
0.01
|
|
0.03
|
|
Loss on sale of
business
|
0.01
|
|
—
|
|
0.01
|
|
—
|
|
Advisory
income
|
—
|
|
—
|
|
(0.01)
|
|
(0.01)
|
|
Noncontrolling interest
adjustment
|
—
|
|
0.12
|
|
—
|
|
0.12
|
|
Total Net
Adjustments
|
0.06
|
|
0.34
|
|
0.68
|
|
0.31
|
Income tax effect on
adjustments (2)
|
(0.01)
|
|
(0.13)
|
|
(0.19)
|
|
(0.14)
|
U.K. tax reform
expense
|
—
|
|
—
|
|
—
|
|
0.01
|
Adjusted Diluted
Earnings per Common Share
|
$ 1.54
|
|
$ 1.52
|
|
$ 4.73
|
|
$ 3.71
|
|
|
|
|
|
|
|
|
|
(1)
Represents the exclusion of the portion of the PHPC deemed dividend
(which represented remeasurements to the redemption value of the
redeemable noncontrolling interest prior to the PHPC Dissolution
that exceeded fair value) and interest expense, net of tax,
associated with Post's convertible senior notes, both of which were
treated as adjustments to income available to common shareholders
for diluted earnings per common share. Post believes this exclusion
allows for more meaningful comparison of performance to other
periods.
|
(2) Income
tax effect on adjustments was calculated on all items, except
income/expense on swaps, net, gain on dissolution of PHPC 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 gain on dissolution of
PHPC and adjustment to/gain on bargain purchase was calculated
using a rate of 0.0%. In the nine months ended June 30, 2023,
mark-to-market adjustments on equity securities contained a gain on
investment in BellRing, which was calculated using a rate of
0.0%.
|
RECONCILIATION OF
NET EARNINGS TO ADJUSTED EBITDA (Unaudited)
(in
millions)
|
|
|
Three Months
Ended
June 30,
|
|
Nine Months
Ended
June
30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Earnings
|
$
99.8
|
|
$
89.6
|
|
$ 285.1
|
|
$ 235.6
|
Income tax
expense
|
31.7
|
|
26.8
|
|
88.8
|
|
70.4
|
Interest expense,
net
|
78.8
|
|
72.7
|
|
236.9
|
|
202.4
|
Depreciation and
amortization
|
120.7
|
|
106.5
|
|
352.7
|
|
293.3
|
Non-cash stock-based
compensation
|
21.1
|
|
20.0
|
|
60.9
|
|
57.2
|
(Income) expense on
swaps, net
|
(3.1)
|
|
(17.1)
|
|
4.7
|
|
(20.4)
|
Gain on extinguishment
of debt, net
|
(1.8)
|
|
(6.4)
|
|
(4.6)
|
|
(21.2)
|
Integration
costs
|
12.4
|
|
12.1
|
|
26.5
|
|
19.5
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
(9.5)
|
|
9.4
|
|
(1.2)
|
|
31.6
|
Inventory revaluation
adjustment on acquired businesses
|
—
|
|
12.6
|
|
1.0
|
|
12.6
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
(0.2)
|
|
2.3
|
|
8.6
|
|
2.3
|
Transaction
costs
|
(1.1)
|
|
12.0
|
|
1.2
|
|
14.5
|
Mark-to-market
adjustments on equity securities
|
—
|
|
(1.0)
|
|
(1.2)
|
|
(12.4)
|
Gain on dissolution of
PHPC
|
—
|
|
(10.5)
|
|
—
|
|
(10.5)
|
Adjustment to/(gain) on
bargain purchase
|
0.4
|
|
—
|
|
(5.8)
|
|
—
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
—
|
|
(4.2)
|
Provision for legal
settlements
|
0.3
|
|
—
|
|
0.8
|
|
2.0
|
Loss on sale of
business
|
0.8
|
|
—
|
|
0.8
|
|
—
|
Advisory
income
|
(0.1)
|
|
(0.1)
|
|
(0.4)
|
|
(0.4)
|
Equity method
investment adjustment
|
0.1
|
|
0.1
|
|
0.3
|
|
0.3
|
Noncontrolling interest
adjustment
|
(0.1)
|
|
9.2
|
|
(0.2)
|
|
11.8
|
Adjusted
EBITDA
|
$ 350.2
|
|
$ 338.2
|
|
$
1,054.9
|
|
$ 884.4
|
Net Earnings as a
percentage of Net Sales
|
5.1 %
|
|
4.8 %
|
|
4.8 %
|
|
4.7 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
18.0 %
|
|
18.2 %
|
|
17.8 %
|
|
17.5 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
THREE MONTHS ENDED
JUNE 30, 2024
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
128.6
|
|
$ 24.1
|
|
$ 89.6
|
|
$
5.1
|
|
$
—
|
|
$
247.4
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(41.9)
|
|
(41.9)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(2.3)
|
|
(2.3)
|
Operating
Profit
|
128.6
|
|
24.1
|
|
89.6
|
|
5.1
|
|
(44.2)
|
|
203.2
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
2.3
|
|
2.3
|
Depreciation and
amortization
|
52.5
|
|
10.2
|
|
33.0
|
|
17.9
|
|
7.1
|
|
120.7
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
21.1
|
|
21.1
|
Integration
costs
|
12.4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12.4
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
—
|
|
(2.2)
|
|
—
|
|
(7.3)
|
|
(9.5)
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
|
(0.2)
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.1)
|
|
(1.1)
|
Adjustment to gain on
bargain purchase
|
—
|
|
—
|
|
—
|
|
—
|
|
0.4
|
|
0.4
|
Provision for legal
settlements
|
—
|
|
—
|
|
—
|
|
0.3
|
|
—
|
|
0.3
|
Loss on sale of
business
|
—
|
|
—
|
|
—
|
|
—
|
|
0.8
|
|
0.8
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.1)
|
|
(0.1)
|
Equity method
investment adjustment
|
—
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.1
|
Noncontrolling interest
adjustment
|
—
|
|
(0.2)
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
Adjusted
EBITDA
|
$
193.5
|
|
$ 34.2
|
|
$
120.4
|
|
$ 23.3
|
|
$
(21.2)
|
|
$
350.2
|
Segment Profit as a
percentage of Net Sales
|
12.8 %
|
|
17.7 %
|
|
15.2 %
|
|
2.4 %
|
|
—
|
|
12.7 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
19.2 %
|
|
25.1 %
|
|
20.4 %
|
|
10.9 %
|
|
—
|
|
18.0 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
THREE MONTHS ENDED
JUNE 30, 2023
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$ 83.0
|
|
$ 17.9
|
|
$
107.7
|
|
$ 18.0
|
|
$
—
|
|
$
226.6
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(52.3)
|
|
(52.3)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(16.0)
|
|
(16.0)
|
Operating
Profit
|
83.0
|
|
17.9
|
|
107.7
|
|
18.0
|
|
(68.3)
|
|
158.3
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
16.0
|
|
16.0
|
Depreciation and
amortization
|
44.1
|
|
9.2
|
|
31.8
|
|
19.1
|
|
2.3
|
|
106.5
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
20.0
|
|
20.0
|
Integration
costs
|
11.7
|
|
—
|
|
—
|
|
—
|
|
0.4
|
|
12.1
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
(0.1)
|
|
5.0
|
|
—
|
|
4.5
|
|
9.4
|
Inventory revaluation
adjustment on acquired businesses
|
12.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12.6
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
2.3
|
|
2.3
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
12.0
|
|
12.0
|
Mark-to-market
adjustments on equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.0)
|
|
(1.0)
|
Gain on dissolution of
PHPC
|
—
|
|
—
|
|
—
|
|
—
|
|
(10.5)
|
|
(10.5)
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.1)
|
|
(0.1)
|
Equity method
investment adjustment
|
—
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.1
|
Noncontrolling interest
adjustment
|
—
|
|
0.5
|
|
—
|
|
—
|
|
—
|
|
0.5
|
Adjusted
EBITDA
|
$
151.4
|
|
$ 27.6
|
|
$
144.5
|
|
$ 37.1
|
|
$
(22.4)
|
|
$
338.2
|
Segment Profit as a
percentage of Net Sales
|
9.5 %
|
|
13.3 %
|
|
17.3 %
|
|
7.8 %
|
|
—
|
|
12.2 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
17.4 %
|
|
20.6 %
|
|
23.2 %
|
|
16.1 %
|
|
—
|
|
18.2 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
NINE
MONTHS ENDED JUNE 30, 2024
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
401.0
|
|
$ 63.2
|
|
$
229.8
|
|
$ 63.1
|
|
$
—
|
|
$
757.1
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(145.9)
|
|
(145.9)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(8.6)
|
|
(8.6)
|
Operating
Profit
|
401.0
|
|
63.2
|
|
229.8
|
|
63.1
|
|
(154.5)
|
|
602.6
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
8.6
|
|
8.6
|
Depreciation and
amortization
|
153.7
|
|
29.6
|
|
98.8
|
|
53.5
|
|
17.1
|
|
352.7
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
60.9
|
|
60.9
|
Integration
costs
|
26.6
|
|
—
|
|
—
|
|
—
|
|
(0.1)
|
|
26.5
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
—
|
|
(0.7)
|
|
—
|
|
(0.5)
|
|
(1.2)
|
Inventory revaluation
adjustment on acquired businesses
|
1.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.0
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
8.6
|
|
8.6
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
1.2
|
Mark-to-market
adjustments on equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.2)
|
|
(1.2)
|
Gain on bargain
purchase
|
—
|
|
—
|
|
—
|
|
—
|
|
(5.8)
|
|
(5.8)
|
Provision for legal
settlements
|
—
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
0.8
|
Loss on sale of
business
|
—
|
|
—
|
|
—
|
|
—
|
|
0.8
|
|
0.8
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.4)
|
|
(0.4)
|
Equity method
investment adjustment
|
—
|
|
0.2
|
|
—
|
|
—
|
|
—
|
|
0.2
|
Noncontrolling interest
adjustment
|
—
|
|
(0.4)
|
|
—
|
|
—
|
|
—
|
|
(0.4)
|
Adjusted
EBITDA
|
$
582.3
|
|
$ 92.6
|
|
$
327.9
|
|
$
117.4
|
|
$
(65.3)
|
|
$
1,054.9
|
Segment Profit as a
percentage of Net Sales
|
13.1 %
|
|
15.7 %
|
|
13.4 %
|
|
8.6 %
|
|
—
|
|
12.8 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
19.0 %
|
|
23.0 %
|
|
19.2 %
|
|
16.0 %
|
|
—
|
|
17.8 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
NINE
MONTHS ENDED JUNE 30, 2023
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
237.8
|
|
$ 58.8
|
|
$
264.9
|
|
$ 57.2
|
|
$
—
|
|
$
618.7
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(139.9)
|
|
(139.9)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(32.9)
|
|
(32.9)
|
Operating
Profit
|
237.8
|
|
58.8
|
|
264.9
|
|
57.2
|
|
(172.8)
|
|
445.9
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
32.9
|
|
32.9
|
Depreciation and
amortization
|
109.2
|
|
26.6
|
|
95.5
|
|
57.4
|
|
4.6
|
|
293.3
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
57.2
|
|
57.2
|
Integration
costs
|
19.1
|
|
—
|
|
—
|
|
—
|
|
0.4
|
|
19.5
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
(0.2)
|
|
7.3
|
|
—
|
|
24.5
|
|
31.6
|
Inventory revaluation
adjustment on acquired businesses
|
12.6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12.6
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
2.3
|
|
2.3
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
14.5
|
|
14.5
|
Mark-to-market
adjustments on equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
(12.4)
|
|
(12.4)
|
Gain on dissolution of
PHPC
|
—
|
|
—
|
|
—
|
|
—
|
|
(10.5)
|
|
(10.5)
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
(4.2)
|
|
—
|
|
—
|
|
(4.2)
|
Provision for legal
settlements
|
—
|
|
—
|
|
—
|
|
2.0
|
|
—
|
|
2.0
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.4)
|
|
(0.4)
|
Equity method
investment adjustment
|
—
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.1
|
Adjusted
EBITDA
|
$
378.7
|
|
$ 85.3
|
|
$
363.5
|
|
$
116.6
|
|
$
(59.7)
|
|
$
884.4
|
Segment Profit as a
percentage of Net Sales
|
11.7 %
|
|
15.6 %
|
|
14.3 %
|
|
7.3 %
|
|
—
|
|
12.3 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
18.7 %
|
|
22.6 %
|
|
19.6 %
|
|
14.8 %
|
|
—
|
|
17.5 %
|
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SOURCE Post Holdings, Inc.