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Nov. 21, 2019, 5:00 p.m. EST

Post Holdings Reports Results for the Fourth Quarter and Fiscal Year 2019

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    Post Holdings Inc. (POST)

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-- Post'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 filings with the SEC.

These forward-looking statements represent Post's judgment as of the date of this release except with respect to BellRing's guidance regarding its future performance, which represents BellRing'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 operating in the center-of-the-store, refrigerated, foodservice, food ingredient and convenient nutrition food categories. Through its Post Consumer Brands business, Post is a leader in the North American ready-to-eat cereal category offering a broad portfolio including recognized brands such as Honey Bunches of Oats(R), Pebbles(TM), Great Grains(R) and Malt-O-Meal(R) bag cereal. Post also is a leader in the United Kingdom ready-to-eat cereal category with the iconic Weetabix(R) brand. As a leader in refrigerated foods, Post delivers innovative, value-added egg and refrigerated potato products to the foodservice channel and the retail refrigerated side dish category, offering side dishes and egg, sausage and cheese products through the Bob Evans(R), Simply Potatoes(R), Better'n Eggs(R) and Crystal Farms(R) brands. Post's publicly-traded subsidiary BellRing Brands, Inc. is a holding company operating in the global convenient nutrition category through its primary brands of Premier Protein(R), Dymatize(R) and PowerBar(R). Post participates in the private brand food category through its investment with Thomas H. Lee Partners in 8th Avenue Food & Provisions, Inc., a leading, private brand centric, consumer products holding company. For more information, visit www.postholdings.com .

Contact:

Investor Relations

Jennifer Meyer

jennifer.meyer@postholdings.com

(314) 644-7665

Media Relations

Lisa Hanly

lisa.hanly@postholdings.com

(314) 665-3180

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)







                                                                   Three Months Ended             Year Ended
                                                                   September 30,                  September 30,
                                                                   2019           2018            2019           2018
        Net Sales                                                  $  1,442.8     $   1,629.9     $   5,681.1    $   6,257.2
        Cost of goods sold                                         990.6          1,155.0         3,889.0        4,403.2
        Gross Profit                                               452.2          474.9           1,792.1        1,854.0
        Selling, general and administrative expenses               245.5          239.9           911.6          976.4
        Amortization of intangible assets                          40.3           42.3            161.3          177.4
        Loss (gain) on sale of business                            0.7            --              (126.6      )  --
        Impairment of goodwill and other intangible assets         63.3           124.9           63.3           124.9
        Other operating (income) expenses, net                     (0.2       )   0.3             1.5            1.8
        Operating Profit                                           102.6          67.5            781.0          573.5
        Interest expense, net                                      91.9           99.1            322.4          387.3
        (Gain) loss on extinguishment of debt, net                 --             (0.4        )   6.1            31.1
        Expense (income) on swaps, net                             105.7          (25.2       )   306.6          (95.6       )
        Other income, net                                          (2.1       )   (3.4        )   (13.2       )  (14.0       )
        (Loss) Earnings before Income Taxes and Equity Method Loss (92.9      )   (2.6        )   159.1          264.7
        Income tax (benefit) expense                               (43.5      )   12.5            (3.9        )  (204.0      )
        Equity method loss, net of tax                             11.3           0.3             37.0           0.3
        Net (Loss) Earnings Including Noncontrolling Interest      (60.7      )   (15.4       )   126.0          468.4
        Less: Net earnings attributable to noncontrolling interest 0.4            0.2             1.3            1.1
        Net (Loss) Earnings                                        (61.1      )   (15.6       )   124.7          467.3
        Less: Preferred stock dividends                            --             2.0             3.0            10.0
        Net (Loss) Earnings Available to Common Shareholders       $  (61.1   )   $   (17.6   )   $   121.7      $   457.3
        (Loss) Earnings per Common Share:
        Basic                                                      $  (0.84   )   $   (0.26   )   $   1.72       $   6.87
        Diluted                                                    $  (0.84   )   $   (0.26   )   $   1.66       $   6.16
        Weighted-Average Common Shares Outstanding:
        Basic                                                      72.9           66.6            70.8           66.6
        Diluted                                                    72.9           66.6            75.1           75.9
        


CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)







                                                                     September 30, 2019 September 30, 2018
        ASSETS
        Current Assets
        Cash and cash equivalents                                    $      1,050.7     $      989.7
        Restricted cash                                              3.8                4.8
        Receivables, net                                             445.1              462.3
        Inventories                                                  579.8              484.2
        Current assets held for sale                                 9.9                195.0
        Prepaid expenses and other current assets                    37.0               64.3
        Total Current Assets                                         2,126.3            2,200.3
        Property, net                                                1,736.0            1,709.7
        Goodwill                                                     4,399.8            4,499.6
        Other intangible assets, net                                 3,338.5            3,539.3
        Equity method investments                                    145.5              5.2
        Other assets held for sale                                   --                 856.6
        Other assets                                                 205.5              246.8
        Total Assets                                                 $      11,951.6    $      13,057.5
        LIABILITIES AND SHAREHOLDERS' EQUITY
        Current Liabilities
        Current portion of long-term debt                            $      13.5        $      22.1
        Accounts payable                                             395.6              365.1
        Current liabilities held for sale                            --                 65.6
        Other current liabilities                                    393.8              339.3
        Total Current Liabilities                                    802.9              792.1
        Long-term debt                                               7,066.0            7,232.1
        Deferred income taxes                                        688.5              778.4
        Other liabilities held for sale                              --                 695.1
        Other liabilities                                            456.9              499.3
        Total Liabilities                                            9,014.3            9,997.0
        Shareholders' Equity
        Preferred stock                                              --                 --
        Common stock                                                 0.8                0.8
        Additional paid-in capital                                   3,734.8            3,590.9
        Retained earnings                                            207.8              88.0
        Accumulated other comprehensive loss                         (96.8           )  (39.4           )
        Treasury stock, at cost                                      (920.7          )  (589.9          )
        Total Shareholders' Equity excluding Noncontrolling Interest 2,925.9            3,050.4
        Noncontrolling interest                                      11.4               10.1
        Total Shareholders' Equity                                   2,937.3            3,060.5
        Total Liabilities and Shareholders' Equity                   $      11,951.6    $      13,057.5
        


SELECTED CONDENSED CONSOLIDATED CASH FLOW INFORMATION (Unaudited)

(in millions)







                                                                                      Year Ended
                                                                                      September 30,
                                                                                      2019         2018
        Cash provided by (used in):
        Operating activities                                                          $   688.0    $    718.6
        Investing activities, including capital expenditures of $273.9 and $225.0     26.7         (1,675.6    )
        Financing activities                                                          (652.4    )  423.4
        Effect of exchange rate changes on cash, cash equivalents and restricted cash (2.3      )  (2.0        )
        Net increase (decrease) in cash, cash equivalents and restricted cash         $   60.0     $    (535.6 )
        


SEGMENT INFORMATION (Unaudited)

(in millions)







                                                                     Three Months Ended            Year Ended
                                                                     September 30,                 September 30,
                                                                     2019           2018           2019           2018
        Net Sales
                            Post Consumer Brands                     $  487.4       $  471.0       $   1,875.9    $   1,831.7
                            Weetabix                                 104.8          107.6          418.2          423.4
                            Foodservice                              417.6          399.8          1,627.4        1,548.2
                            Refrigerated Retail                      219.1          214.9          907.3          790.9
                            Active Nutrition                         214.5          219.9          854.4          827.5
                            Private Brands                           --             220.8          --             848.9
                            Eliminations                             (0.6       )   (4.1       )   (2.1        )  (13.4       )
                                                Total                $  1,442.8     $  1,629.9     $   5,681.1    $   6,257.2
        Segment Profit
                            Post Consumer Brands                     $  87.2        $  84.6        $   337.1      $   329.2
                            Weetabix                                 25.5           28.6           94.8           87.2
                            Foodservice                              39.8           38.0           198.4          157.6
                            Refrigerated Retail                      22.3           21.3           95.1           90.0
                            Active Nutrition                         40.3           38.3           175.1          124.4
                            Private Brands                           --             17.0           --             60.8
                                                Total segment profit 215.1          227.8          900.5          849.2
        General corporate expenses and other                         46.4           32.0           169.6          136.8
        Loss (gain) on sale of business                              0.7            --             (126.6      )  --
        Impairment of goodwill and other intangible assets           63.3           124.9          63.3           124.9
        Interest expense, net                                        91.9           99.1           322.4          387.3
        (Gain) loss on extinguishment of debt, net                   --             (0.4       )   6.1            31.1
        Expense (income) on swaps, net                               105.7          (25.2      )   306.6          (95.6       )
        (Loss) Earnings before Income Taxes and Equity Method Loss   $  (92.9   )   $  (2.6    )   $   159.1      $   264.7
        


PRO FORMA INFORMATION

Pro forma net sales, as used in the text of this release, is defined as the comparison of the GAAP results for the three-month period ended September 30, 2019 to the same three-month period in fiscal year 2018, adjusted to exclude results of the divested business for the period presented in the table below. Pro forma net sales have not been prepared in accordance with the requirements of Article 11 of Regulation S-X.







        Business    Type         Segment         Pro Forma Periods
        8th Avenue  Divestiture  Private Brands  July 1, 2018 - September 30, 2018
        


RECONCILIATION OF NET SALES TO PRO FORMA NET SALES (Unaudited)

(in millions)







                                                                              Three Months Ended September 30,
                                                                              2019           2018
        Net Sales                                                             $    1,442.8   $    1,629.9
        Pre-divestiture net sales from the historical Private Brands business --             (220.8       )
        Pro Forma Net Sales                                                   $    1,442.8   $    1,409.1
        


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          3.1%
        Side dishes  9.4%
        Egg          0.3%
        Cheese       (2.8%)
        Sausage      (0.5%)
        


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, Adjusted diluted earnings 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 profit

Total segment profit represents the aggregation of the segment profit for each of Post's reportable segments, which is each of Post's reportable segment's earnings 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, 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 and Adjusted diluted earnings per common share

Post believes Adjusted net earnings and Adjusted diluted earnings 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 and Adjusted diluted earnings per common share are adjusted for the following items:

-- Income/expense on swaps, net: Post has excluded the impact of non-cash 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 and settlements are not consistent.

-- 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.

-- Impairment of goodwill and other intangible assets: Post has excluded expenses for impairments of goodwill and other intangible assets as such non-cash amounts are inconsistent in amount and frequency and 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.

-- Payments of debt extinguishment costs, 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.

-- 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 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 its 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 acquisitions and divestitures and the maturity of the businesses being acquired or divested. Also, the size, complexity and/or volume of past acquisitions and divestitures, which often drive the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of future acquisitions or divestitures. 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. Furthermore, Post believes that the adjustments of these items more closely correlate with the sustainability of Post's operating performance.

-- 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.

-- 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.

-- Inventory valuation adjustments 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.

-- Mark-to-market adjustments on commodity and foreign exchange hedges: Post has excluded the impact of mark-to-market adjustments on commodity and foreign exchange hedges 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.

-- 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.

-- Debt consent solicitation costs: Post has excluded professional service fees and other related costs in connection with its debt consent solicitation as 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.

-- Assets held for sale: Post has excluded adjustments recorded to adjust the carrying value of facilities and other assets classified as held for sale as such adjustments represent non-cash items and the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these adjustments do not reflect expected ongoing future operating expenses or income and do not contribute to a meaningful evaluation of Post's current operating performance or comparisons of Post's operating performance to other periods.

-- Foreign currency gain/loss on intercompany loans: Post has excluded the impact of foreign currency fluctuations related to intercompany loans denominated in currencies other than the functional currency of the respective legal entity in evaluating Post's performance to allow for more meaningful comparisons of performance to other periods.

-- Advisory income: Post has excluded advisory income received from 8th Avenue as Post believes such income does not contribute to a meaningful evaluation of its current operating performance or comparisons of its operating performance to other periods.

-- Income tax: 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.

-- U.S. tax reform net benefit/expense: Post has excluded the impact of the one-time net income tax benefit recorded throughout fiscal year 2018 which reflected (i) the benefit related to an estimate of the re-measurement of Post's existing deferred tax assets and liabilities considering both Post's fiscal year 2018 blended U.S. federal corporate income tax rate of 24.5% and a 21% rate for subsequent fiscal years and (ii) the expense related to an estimate of a transition tax on unrepatriated foreign earnings. Additionally, Post has excluded the impact of an income tax benefit recorded in the third quarter of fiscal year 2019 in connection with preparing its fiscal year 2018 corporate income tax returns which related to the (i) re-measurement of its existing deferred tax assets and liabilities and (ii) adjustment to the one-time transition tax. Post believes that these net benefits as reported are not representative of Post's current income tax position and exclusion of the benefits allows for more meaningful comparisons of performance to other periods.

-- Preferred stock: Post has included dividend and weighted-average diluted share adjustments related to its convertible preferred stock using the "if-converted" method when the convertible preferred stock is dilutive on an adjusted basis.

Adjusted EBITDA and segment Adjusted EBITDA

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 Post's 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, depreciation and amortization including accelerated depreciation, and the following adjustments discussed above: income/expense on swaps, net, gain/loss on sale of business, impairment of goodwill and other intangible assets, transaction costs and integration costs, restructuring and facility closure costs excluding accelerated depreciation, provision for legal settlements, inventory valuation adjustments on acquired businesses, mark-to-market adjustments on commodity and foreign exchange hedges, purchase price adjustment on acquisition, debt consent solicitation costs, assets held for sale, foreign currency gain/loss on intercompany loans and advisory income. Additionally, Adjusted EBITDA and segment Adjusted EBITDA reflect adjustments for the following items:

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 the write-off of net unamortized debt premiums and discounts, net of gains realized on debt repurchased at a discount, as such 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. 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 do not contribute to meaningful comparisons of Post's operating performance to other periods.

t. 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 its unconsolidated Weetabix investment accounted for using equity method accounting.

u: Noncontrolling interest adjustment: Post has included adjustments for income tax expense/benefit, interest expense, net and depreciation and amortization for consolidated investments which are attributable to the noncontrolling owners of the consolidated investments.

RECONCILIATION OF NET (LOSS) EARNINGS AVAILABLE TO COMMON SHAREHOLDERS

TO ADJUSTED NET EARNINGS (Unaudited)

(in millions)







                                                                                                                                               Three Months Ended                                                                Year Ended
                                                                                                                                               September 30,                                                                     September 30,
                                                                                                                                               2019                                                               2018           2019                                                               2018
        Net (Loss) Earnings Available to Common Shareholders                                                                                   $                                                         (61.1 )  $     (17.6 )  $                                                         121.7    $      457.3
        Dilutive preferred stock dividends                                                                                                     --                                                                 --             3.0                                                                10.0
        Net (Loss) Earnings for Diluted Earnings per Share                                                                                     (61.1                                                           )  (17.6       )  124.7                                                              467.3
        Adjustments:
                                                                  Expense (income) on swaps, net                                               105.7                                                              (25.2       )  306.6                                                              (95.6        )
                                                                  Loss (gain) on sale of business                                              0.7                                                                --             (126.6                                                          )  --
                                                                  Impairment of goodwill and other intangible assets                           63.3                                                               124.9          63.3                                                               124.9
                                                                  Payments of debt extinguishment costs, net                                   --                                                                 (0.4        )  (4.0                                                            )  26.0
                                                                  Transaction costs                                                            7.2                                                                9.3            25.5                                                               35.6
                                                                  Integration costs                                                            6.1                                                                1.8            13.5                                                               28.8
                                                                  Restructuring and facility closure costs, including accelerated depreciation 1.6                                                                3.8            20.5                                                               7.8
                                                                  Provision for legal settlements                                              5.0                                                                6.0            2.4                                                                17.3
                                                                  Inventory valuation adjustments on acquired businesses                       --                                                                 --             --                                                                 4.2
                                                                  Mark-to-market adjustments on commodity and foreign exchange hedges          9.4                                                                2.2            8.7                                                                0.7
                                                                  Purchase price adjustment on acquisition                                     3.8                                                                --             3.8                                                                --
                                                                  Debt consent solicitation costs                                              --                                                                 --             1.3                                                                --
                                                                  Assets held for sale                                                         --                                                                 --             (0.6                                                            )  --
                                                                  Foreign currency (gain) loss on intercompany loans                           --                                                                 (0.6        )  --                                                                 0.2
                                                                  Advisory income                                                              (0.2                                                            )  --             (0.6                                                            )  --
                                                                  Total Net Adjustments                                                        202.6                                                              121.8          313.8                                                              149.9
        Income tax effect on adjustments                                                                                                       (37.7                                                           )  (20.5       )  (64.9                                                           )  (27.4        )
        U.S. tax reform net expense (benefit)                                                                                                  --                                                                 5.1            (4.8                                                            )  (270.9       )
        Non-GAAP dilutive preferred stock dividends adjustment                                                                                 --                                                                 2.0            --                                                                 --
        Adjusted Net Earnings                                                                                                                  $                                                         103.8    $     90.8     $                                                         368.8    $      318.9
        For the three months and year ended September 30, 2019, income tax effect on adjustments was calculated on all items, except for impairment of non-deductible
		 goodwill, using a rate of 24.5%, the sum of Post's fiscal year 2019 U.S. federal corporate income tax rate plus Post's blended state income tax rate,
		 net of federal income tax benefit. The tax effect for impairment of non-deductible goodwill was calculated using a rate of 0.0%. For the three months
		 and year ended September 30, 2018, income tax effect on adjustments was calculated on all items, except for impairment of other intangible assets,
		 using a rate of 24.5%, the sum of Post's fiscal year 2018 U.S. federal corporate income tax rate, net of the Domestic Production Activities Deduction
		 benefit, plus Post's blended state income tax rate, net of federal income tax benefit. The tax effect for impairment of other intangible assets was
		 calculated using the applicable United Kingdom statutory rate of 17.0%.
        Potentially dilutive convertible preferred stock was calculated using the "if-converted" method. On a GAAP basis, the convertible preferred stock
		 was anti-dilutive for the three months ended September 30, 2018. On an adjusted basis, the convertible preferred stock was dilutive for all periods.
		 The adjustment in the table above reflects the add back of dividends related to the convertible preferred stock that was dilutive on an adjusted
		 basis.
        


RECONCILIATION OF WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING

TO ADJUSTED WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING (Unaudited)

(in millions)







                                                                                            Three Months Ended                         Year Ended
                                                                                            September 30,                              September 30,
                                                                                            2019                                2018   2019                                2018
        Weighted-average shares for diluted (loss) earnings per share                       72.9                                66.6   75.1                                75.9
        Effect of securities that were anti-dilutive for diluted (loss) earnings per share:
                                                  Stock options                             1.0                                 2.1    --                                  --
                                                  Stock appreciation rights                 0.1                                 0.1    --                                  --
                                                  Restricted stock unit awards              0.5                                 0.5    --                                  --
                                                  Performance restricted stock unit awards  0.1                                 --     --                                  --
                                                  Preferred shares conversion to common     --                                  5.9    --                                  --
        Adjusted weighted-average shares for adjusted diluted earnings per share            74.6                                75.2   75.1                                75.9
        Potentially dilutive convertible preferred stock was calculated using the "if-converted" method. On a GAAP basis, the convertible preferred stock
		 was anti-dilutive for the three months ended September 30, 2018. On an adjusted basis, the convertible preferred stock was dilutive for all periods.
		 The adjustment in the table above reflects the weighted-average shares of the convertible preferred stock that were dilutive on an adjusted basi
		s.
        


RECONCILIATION OF DILUTED (LOSS) EARNINGS PER COMMON SHARE

TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE (Unaudited)







                                                                                                                                               Three Months Ended                                                                Year Ended
                                                                                                                                               September 30,                                                                     September 30,
                                                                                                                                               2019                                                               2018           2019                                                              2018
        Diluted (Loss) Earnings per Common Share                                                                                               $                                                         (0.84 )  $     (0.26 )  $                                                         1.66    $     6.16
        Adjustment to Diluted (Loss) Earnings per Common Share                                                                                 0.02                                                               0.03           --                                                                --
        Adjusted Diluted (Loss) Earnings per Common Share, as calculated using adjusted weighted-average diluted shares                        (0.82                                                           )  (0.23       )  1.66                                                              6.16
        Adjustments:
                                                                  Expense (income) on swaps, net                                               1.42                                                               (0.33       )  4.08                                                              (1.26      )
                                                                  Loss (gain) on sale of business                                              0.01                                                               --             (1.69                                                          )  --
                                                                  Impairment of goodwill and other intangible assets                           0.85                                                               1.66           0.84                                                              1.65
                                                                  Payments of debt extinguishment costs, net                                   --                                                                 (0.01       )  (0.05                                                          )  0.34
                                                                  Transaction costs                                                            0.10                                                               0.12           0.34                                                              0.47
                                                                  Integration costs                                                            0.08                                                               0.02           0.18                                                              0.38
                                                                  Restructuring and facility closure costs, including accelerated depreciation 0.02                                                               0.05           0.27                                                              0.10
                                                                  Provision for legal settlements                                              0.07                                                               0.08           0.03                                                              0.23
                                                                  Inventory valuation adjustments on acquired businesses                       --                                                                 --             --                                                                0.05
                                                                  Mark-to-market adjustments on commodity and foreign exchange hedges          0.13                                                               0.03           0.12                                                              0.01
                                                                  Purchase price adjustment on acquisition                                     0.05                                                               --             0.05                                                              --
                                                                  Debt consent solicitation costs                                              --                                                                 --             0.02                                                              --
                                                                  Assets held for sale                                                         --                                                                 --             (0.01                                                          )  --
                                                                  Foreign currency gain on intercompany loans                                  --                                                                 (0.01       )  --                                                                --
                                                                  Advisory income                                                              --                                                                 --             (0.01                                                          )  --
                                                                  Total Net Adjustments                                                        2.73                                                               1.61           4.17                                                              1.97
        Income tax effect on adjustments                                                                                                       (0.52                                                           )  (0.27       )  (0.86                                                          )  (0.36      )
        U.S. tax reform net expense (benefit)                                                                                                  --                                                                 0.07           (0.06                                                          )  (3.57      )
        Non-GAAP dilutive preferred stock dividends adjustment                                                                                 --                                                                 0.03           --                                                                --
        Adjusted Diluted Earnings per Common Share                                                                                             $                                                         1.39     $     1.21     $                                                         4.91    $     4.20
        Represents the effect of the change in adjusted weighted-average diluted shares (as reconciled in the prior table), after consideration of the adjustments
		 (which are presented in this table).
        Per share adjustments are based on adjusted weighted-average diluted shares (as reconciled in the prior table).
        For the three months and year ended September 30, 2019, income tax effect on adjustments was calculated on all items, except for impairment of non-deductible
		 goodwill, using a rate of 24.5%, the sum of Post's fiscal year 2019 U.S. federal corporate income tax rate plus Post's blended state income tax rate,
		 net of federal income tax benefit. The tax effect for impairment of non-deductible goodwill was calculated using a rate of 0.0%. For the three months
		 and year ended September 30, 2018, income tax effect on adjustments was calculated on all items, except for impairment of other intangible assets,
		 using a rate of 24.5%, the sum of Post's fiscal year 2018 U.S. federal corporate income tax rate, net of the Domestic Production Activities Deduction
		 benefit, plus Post's blended state income tax rate, net of federal income tax benefit. The tax effect for impairment of other intangible assets was
		 calculated using the applicable United Kingdom statutory rate of 17.0%.
        Potentially dilutive convertible preferred stock was calculated using the "if-converted" method. On a GAAP basis, the convertible preferred stock
		 was anti-dilutive for the three months ended September 30, 2018. On an adjusted basis, the convertible preferred stock was dilutive for all periods.
		 The adjustment in the table above reflects the add back of dividends related to the convertible preferred stock that was dilutive on an adjusted
		 basis.
        


RECONCILIATION OF NET (LOSS) EARNINGS TO ADJUSTED EBITDA (Unaudited)

(in millions)







                                                                                     Three Months Ended        Year Ended
                                                                                     September 30,             September 30,
                                                                                     2019         2018         2019           2018
        Net (Loss) Earnings                                                          $  (61.1 )   $  (15.6 )   $   124.7      $   467.3
        Income tax (benefit) expense                                                 (43.5    )   12.5         (3.9        )  (204.0      )
        Interest expense, net                                                        91.9         99.1         322.4          387.3
        Depreciation and amortization, including accelerated depreciation            91.5         97.6         379.6          398.4
        Expense (income) on swaps, net                                               105.7        (25.2    )   306.6          (95.6       )
        Loss (gain) on sale of business                                              0.7          --           (126.6      )  --
        Impairment of goodwill and other intangible assets                           63.3         124.9        63.3           124.9
        (Gain) loss on extinguishment of debt, net                                   --           (0.4     )   6.1            31.1
        Non-cash stock-based compensation                                            10.5         7.7          38.9           30.9
        Transaction costs                                                            7.2          9.3          25.5           35.6
        Integration costs                                                            6.1          1.8          13.5           28.8
        Restructuring and facility closure costs, excluding accelerated depreciation 1.6          1.4          8.3            3.9
        Provision for legal settlements                                              5.0          6.0          2.4            17.3
        Inventory valuation adjustments on acquired businesses                       --           --           --             4.2
        Mark-to-market adjustments on commodity and foreign exchange hedges          9.4          2.2          8.7            0.7
        Equity method investment adjustment                                          11.9         0.1          37.7           0.4
        Noncontrolling interest adjustment                                           (0.2     )   (0.2     )   (0.7        )  (0.7        )
        Purchase price adjustment on acquisition                                     3.8          --           3.8            --
        Debt consent solicitation costs                                              --           --           1.3            --
        Assets held for sale                                                         --           --           (0.6        )  --
        Foreign currency (gain) loss on intercompany loans                           --           (0.6     )   --             0.2
        Advisory income                                                              (0.2     )   --           (0.6        )  --
        Adjusted EBITDA                                                              $  303.6     $  320.6     $   1,210.4    $   1,230.7
        Adjusted EBITDA as a percentage of Net Sales                                 21.0     %   19.7     %   21.3        %  19.7        %
        


RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

THREE MONTHS ENDED SEPTEMBER 30, 2019

(in millions)







                                                                                     Post Consumer Brands  Weetabix    Foodservice   Refrigerated Retail  Active Nutrition  Corporate/ Other  Total
        Segment Profit                                                               $      87.2           $  25.5     $   39.8      $      22.3          $     40.3        $     --          $  215.1
        General corporate expenses and other                                         --                    --          --            --                   --                (46.4       )     (46.4    )
        Loss on sale of business                                                     --                    --          --            --                   --                (0.7        )     (0.7     )
        Impairment of goodwill and other intangible assets                           --                    --          --            (63.3         )      --                --                (63.3    )
        Other income, net                                                            --                    --          --            --                   --                (2.1        )     (2.1     )
        Operating Profit (Loss)                                                      87.2                  25.5        39.8          (41.0         )      40.3              (49.2       )     102.6
        Other income, net                                                            --                    --          --            --                   --                2.1               2.1
        Depreciation and amortization, including accelerated depreciation            28.3                  8.3         28.8          18.7                 6.3               1.1               91.5
        Impairment of goodwill and other intangible assets                           --                    --          --            63.3                 --                --                63.3
        Loss on sale of business                                                     --                    --          --            --                   --                0.7               0.7
        Non-cash stock-based compensation                                            --                    --          --            --                   --                10.5              10.5
        Transaction costs                                                            --                    --          --            --                   0.3               6.9               7.2
        Integration costs                                                            5.6                   --          0.1           0.4                  --                --                6.1
        Restructuring and facility closure costs, excluding accelerated depreciation --                    --          --            --                   --                1.6               1.6
        Provision for legal settlements                                              --                    --          5.0           --                   --                --                5.0
        Mark-to-market adjustments on commodity and foreign exchange hedges          --                    --          3.8           --                   --                5.6               9.4
        Equity method investment adjustment                                          --                    0.6         --            --                   --                --                0.6
        Noncontrolling interest adjustment                                           --                    (0.6    )   --            --                   --                --                (0.6     )
        Purchase price adjustment on acquisition                                     --                    --          --            --                   --                3.8               3.8
        Advisory income                                                              --                    --          --            --                   --                (0.2        )     (0.2     )
        Adjusted EBITDA                                                              $      121.1          $  33.8     $   77.5      $      41.4          $     46.9        $     (17.1 )     $  303.6
        Adjusted EBITDA as a percentage of Net Sales                                 24.8          %       32.3    %   18.6     %    18.9          %      21.9        %     --                21.0     %
        


RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

THREE MONTHS ENDED SEPTEMBER 30, 2018

(in millions)







                                                                                     Post Consumer Brands  Weetabix     Foodservice   Refrigerated Retail  Active Nutrition  Private Brands  Corporate/ Other  Total
        Segment Profit                                                               $      84.6           $   28.6     $   38.0      $      21.3          $     38.3        $    17.0       $     --          $   227.8
        General corporate expenses and other                                         --                    --           --            --                   --                --              (32.0       )     (32.0     )
        Impairment of other intangible assets                                        --                    (124.9   )   --            --                   --                --              --                (124.9    )
        Other income, net                                                            --                    --           --            --                   --                --              (3.4        )     (3.4      )
        Operating Profit (Loss)                                                      84.6                  (96.3    )   38.0          21.3                 38.3              17.0            (35.4       )     67.5
        Other income, net                                                            --                    --           --            --                   --                --              3.4               3.4
        Depreciation and amortization, including accelerated depreciation            28.9                  8.8          28.5          17.6                 6.5               4.0             3.3               97.6
        Impairment of other intangible assets                                        --                    124.9        --            --                   --                --              --                124.9
        Non-cash stock-based compensation                                            --                    --           --            --                   --                --              7.7               7.7
        Transaction costs                                                            --                    --           --            (0.1          )      --                9.5             (0.1        )     9.3
        Integration costs                                                            0.5                   --           0.2           1.1                  --                --              --                1.8
        Restructuring and facility closure costs, excluding accelerated depreciation --                    --           --            --                   --                --              1.4               1.4
        Provision for legal settlements                                              --                    --           6.0           --                   --                --              --                6.0
        Mark-to-market adjustments on commodity and foreign exchange hedges          --                    --           0.4           --                   --                --              1.8               2.2
        Equity method investment adjustment                                          --                    (0.2     )   --            --                   --                --              --                (0.2      )
        Noncontrolling interest adjustment                                           --                    (0.4     )   --            --                   --                --              --                (0.4      )
        Foreign currency gain on intercompany loans                                  --                    --           --            --                   --                --              (0.6        )     (0.6      )
        Adjusted EBITDA                                                              $      114.0          $   36.8     $   73.1      $      39.9          $     44.8        $    30.5       $     (18.5 )     $   320.6
        Adjusted EBITDA as a percentage of Net Sales                                 24.2          %       34.2     %   18.3     %    18.6          %      20.4        %     13.8      %     --                19.7      %
        


RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

YEAR ENDED SEPTEMBER 30, 2019

(in millions)







                                                                                     Post Consumer Brands  Weetabix     Foodservice    Refrigerated Retail  Active Nutrition  Corporate/ Other  Total
        Segment Profit                                                               $      337.1          $  94.8      $   198.4      $      95.1          $     175.1       $     --          $   900.5
        General corporate expenses and other                                         --                    --           --             --                   --                (169.6      )     (169.6      )
        Gain on sale of business                                                     --                    --           --             --                   --                126.6             126.6
        Impairment of goodwill and other intangible assets                           --                    --           --             (63.3         )      --                --                (63.3       )
        Other income, net                                                            --                    --           --             --                   --                (13.2       )     (13.2       )
        Operating Profit                                                             337.1                 94.8         198.4          31.8                 175.1             (56.2       )     781.0
        Other income, net                                                            --                    --           --             --                   --                13.2              13.2
        Depreciation and amortization, including accelerated depreciation            117.4                 35.0         111.8          74.1                 25.3              16.0              379.6
        Impairment of goodwill and other intangible assets                           --                    --           --             63.3                 --                --                63.3
        Gain on sale of business                                                     --                    --           --             --                   --                (126.6      )     (126.6      )
        Non-cash stock-based compensation                                            --                    --           --             --                   --                38.9              38.9
        Transaction costs                                                            --                    --           --             --                   0.4               25.1              25.5
        Integration costs                                                            8.6                   --           0.3            4.6                  --                --                13.5
        Restructuring and facility closure costs, excluding accelerated depreciation --                    --           --             --                   --                8.3               8.3
        Provision for legal settlements                                              --                    --           1.6            0.8                  --                --                2.4
        Mark-to-market adjustments on commodity and foreign exchange hedges          --                    --           (2.1      )    --                   --                10.8              8.7
        Equity method investment adjustment                                          --                    0.7          --             --                   --                --                0.7
        Noncontrolling interest adjustment                                           --                    (2.0     )   --             --                   --                --                (2.0        )
        Purchase price adjustment on acquisition                                     --                    --           --             --                   --                3.8               3.8
        Debt consent solicitation costs                                              --                    --           --             --                   --                1.3               1.3
        Assets held for sale                                                         --                    --           --             --                   --                (0.6        )     (0.6        )
        Advisory income                                                              --                    --           --             --                   --                (0.6        )     (0.6        )
        Adjusted EBITDA                                                              $      463.1          $  128.5     $   310.0      $      174.6         $     200.8       $     (66.6 )     $   1,210.4
        Adjusted EBITDA as a percentage of Net Sales                                 24.7          %       30.7     %   19.0      %    19.2          %      23.5        %     --                21.3        %
        


RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

YEAR ENDED SEPTEMBER 30, 2018

(in millions)







                                                                                     Post Consumer Brands  Weetabix      Foodservice    Refrigerated Retail  Active Nutrition  Private Brands   Corporate/ Other  Total
        Segment Profit                                                               $      329.2          $   87.2      $   157.6      $      90.0          $     124.4       $    60.8        $     --          $   849.2
        General corporate expenses and other                                         --                    --            --             --                   --                --               (136.8      )     (136.8      )
        Impairment of other intangible assets                                        --                    (124.9    )   --             --                   --                --               --                (124.9      )
        Other income, net                                                            --                    --            --             --                   --                --               (14.0       )     (14.0       )
        Operating Profit (Loss)                                                      329.2                 (37.7     )   157.6          90.0                 124.4             60.8             (150.8      )     573.5
        Other income, net                                                            --                    --            --             --                   --                --               14.0              14.0
        Depreciation and amortization, including accelerated depreciation            122.0                 38.1          105.4          57.9                 25.9              40.9             8.2               398.4
        Impairment of other intangible assets                                        --                    124.9         --             --                   --                --               --                124.9
        Non-cash stock-based compensation                                            --                    --            --             --                   --                --               30.9              30.9
        Transaction costs                                                            --                    --            --             2.4                  --                9.5              23.7              35.6
        Integration costs                                                            7.4                   2.3           1.1            11.6                 --                0.3              6.1               28.8
        Restructuring and facility closure costs, excluding accelerated depreciation --                    --            --             --                   --                --               3.9               3.9
        Provision for legal settlements                                              --                    --            8.3            --                   9.0               --               --                17.3
        Inventory valuation adjustments on acquired businesses                       (0.6          )       --            0.7            4.1                  --                --               --                4.2
        Mark-to-market adjustments on commodity and foreign exchange hedges          0.2                   --            2.7            --                   --                --               (2.2        )     0.7
        Equity method investment adjustment                                          --                    0.1           --             --                   --                --               --                0.1
        Noncontrolling interest adjustment                                           --                    (1.8      )   --             --                   --                --               --                (1.8        )
        Foreign currency loss on intercompany loans                                  --                    --            --             --                   --                --               0.2               0.2
        Adjusted EBITDA                                                              $      458.2          $   125.9     $   275.8      $      166.0         $     159.3       $    111.5       $     (66.0 )     $   1,230.7
        Adjusted EBITDA as a percentage of Net Sales                                 25.0          %       29.7      %   17.8      %    21.0          %      19.3        %     13.1       %     --                19.7        %
        


SELECTED FINANCIAL INFORMATION FOR 8TH AVENUE (Unaudited)

(in millions)







                                                             Three Months Ended  Year Ended
                                                             September 30, 2019  September 30, 2019
        Net Sales                                            $      208.0        $      838.5
        Gross Profit                                         $      35.2         $      139.6
        Net Loss                                             $      (8.9   )     $      (17.6  )
        Less: Preferred Stock Dividend                       7.7                 29.1
        Net Loss Available to 8th Avenue Common Shareholders $      (16.6  )     $      (46.7  )
        


EXPLANATION AND RECONCILIATION OF 8TH AVENUE'S NON-GAAP MEASURE

Post believes that Adjusted EBITDA is useful to investors in evaluating 8th Avenue'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 8th Avenue'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. Management uses 8th Avenue's Adjusted EBITDA to provide forward-looking guidance and to forecast future results.

8th Avenue's Adjusted EBITDA reflects adjustments for interest expense, net, income tax expense/benefit, depreciation and amortization, and the following adjustments:

-- Transaction costs and integration costs: Post has excluded transaction costs related to professional service fees and other related costs associated with the separate capitalization of 8th Avenue and integration costs incurred to integrate the component business units that comprise the combined 8th Avenue organization as Post believes that these exclusions allow for more meaningful evaluation of 8th Avenue's current operating performance and comparisons of 8th Avenue's operating performance to other periods. Post believes such costs are generally not relevant to assessing or estimating the long-term performance of 8th Avenue's assets, and such costs are not factored into 8th Avenue management's evaluation of its performance. By excluding these expenses, 8th Avenue management is better able to evaluate 8th Avenue's ability to utilize its existing assets and estimate the long-term value that its assets will generate for 8th Avenue. Furthermore, Post believes that the adjustments of these items more closely correlate with the sustainability of 8th Avenue's operating performance.

-- Non-cash stock-based compensation: 8th Avenue'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 do not contribute to meaningful comparisons of 8th Avenue's operating performance to other periods.

-- Advisory costs: Post has excluded advisory costs payable by 8th Avenue to Post and an affiliate of THL as Post believes such costs do not contribute to a meaningful evaluation of 8th Avenue's current operating performance or comparisons of 8th Avenue's operating performance to other periods.

RECONCILIATION OF 8TH AVENUE'S NET LOSS TO 8TH AVENUE'S ADJUSTED EBITDA (Unaudited)

(in millions)







                                                     Three Months Ended  Year Ended
                                                     September 30, 2019  September 30, 2019
        Net Loss                                     $      (8.9   )     $      (17.6  )
        Interest expense, net                        13.3                54.8
        Income tax expense (benefit)                 2.3                 (1.4          )
        Depreciation and amortization                12.3                48.7
        Integration costs                            0.7                 2.1
        Non-cash stock-based compensation            0.7                 1.8
        Transaction costs                            --                  1.0
        Advisory costs                               0.2                 1.1
        Adjusted EBITDA                              $      20.6         $      90.5
        Adjusted EBITDA as a percentage of Net Sales 9.9           %     10.8          %
        


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