ST.
LOUIS, Nov. 14, 2024 /PRNewswire/ -- Post
Holdings, Inc. (NYSE:POST), a consumer packaged goods holding
company, today reported results for the fourth fiscal quarter and
fiscal year ended September 30,
2024.
Highlights:
- Fourth quarter net sales of $2.0 billion; operating profit of $190.9 million; net earnings of $81.6 million and Adjusted EBITDA (non-GAAP)* of
$348.7 million
- Fiscal year net sales of $7.9
billion; operating profit of $793.5
million; net earnings of $366.7
million and Adjusted EBITDA of $1,403.6 million
- Fiscal year 2025 Adjusted EBITDA (non-GAAP)* expected to
range between $1,410-$1,460 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.
Fourth Quarter Consolidated Operating
Results
Net sales were $2,010.1 million,
an increase of 3.3%, or $64.7
million, compared to $1,945.4
million in the prior year period and included $67.0 million in net sales from Perfection.
Excluding the benefit from acquisitions in the current year period,
net sales growth in Foodservice (driven by volume growth and mix
shift to higher value-added products) was offset by declines in
Post Consumer Brands (driven by volume declines in co-manufactured
pet food), Refrigerated Retail (driven by distribution losses in
lower margin cheese and egg products) and Weetabix (driven by
declines in non-biscuit branded and private label products). Gross
profit was $575.4 million, or 28.6%
of net sales, an increase of 4.4%, or $24.0
million, compared to $551.4
million, or 28.3% of net sales, in the prior year
period.
Selling, general and administrative ("SG&A") expenses were
$341.7 million, or 17.0% of net
sales, an increase of 10.4%, or $32.2
million, compared to $309.5
million, or 15.9% of net sales, in the prior year period.
The increase was primarily driven by increased advertising and
commercial spend in the current year period. Operating profit was
$190.9 million, an increase of 24.8%,
or $37.9 million, compared to
$153.0 million in the prior year
period. Operating profit in the prior year period included a
non-cash goodwill impairment of $42.2
million, which is discussed later in this release and was
treated as an adjustment for non-GAAP measures.
Net earnings were $81.6 million,
an increase of 24.2%, or $15.9
million, compared to $65.7
million in the prior year period. Net earnings included the
following:
|
Three Months Ended
September 30,
|
(in
millions)
|
2024
|
|
2023
|
Loss (gain) on
extinguishment of debt, net (1)
|
$
6.7
|
|
$
(19.3)
|
Expense (income) on
swaps, net (1)
|
11.0
|
|
(19.5)
|
(1)
Discussed later in this release and were treated as adjustments for
non-GAAP measures.
|
Diluted earnings per common share were $1.28, compared to $1.01 in the prior year period. Adjusted net
earnings (non-GAAP)* were $100.9
million, compared to $110.9
million in the prior year period. Adjusted diluted earnings
per common share (non-GAAP)* were $1.53, compared to $1.63 in the prior year period.
Adjusted EBITDA was $348.7
million, a decrease of 0.1%, or $0.3
million, compared to $349.0
million in the prior year period.
Fiscal Year 2024 Consolidated Operating
Results
Net sales were $7,922.7 million,
an increase of 13.3%, or $931.7
million, compared to $6,991.0
million in the prior year. Gross profit was $2,304.9 million, or 29.1% of net sales, an
increase of 22.5%, or $423.2 million,
compared to $1,881.7 million, or
26.9% of net sales, in the prior year.
SG&A expenses were $1,330.4
million, or 16.8% of net sales, an increase of 23.4%, or
$252.0 million, compared to
$1,078.4 million, or 15.4% of net
sales, in the prior year. SG&A expenses in the year ended
September 30, 2024 included
$36.5 million of integration costs,
which were primarily related to the Pet Food acquisition and were
treated as adjustments for non-GAAP measures, and $16.0 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
$793.5 million, an increase of 32.5%,
or $194.6 million, compared to
$598.9 million in the prior year.
Operating profit in the year ended September
30, 2023 included a non-cash goodwill impairment of
$42.2 million, which is discussed
later in this release and was treated as an adjustment for non-GAAP
measures.
Net earnings were $366.7 million,
an increase of 21.7%, or $65.4
million, compared to $301.3
million in the prior year. Net earnings included the
following:
|
Year Ended September
30,
|
(in
millions)
|
2024
|
|
2023
|
Loss (gain) on
extinguishment of debt, net (1)
|
$
2.1
|
|
$
(40.5)
|
Expense (income) on
swaps, net (1)
|
15.7
|
|
(39.9)
|
Net earnings
attributable to noncontrolling interests (2)
|
0.2
|
|
11.6
|
(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 $5.64, compared to $4.82 in the prior year. Adjusted net earnings
were $419.5 million, compared to
$358.1 million in the prior year.
Adjusted diluted earnings per common share were $6.27, compared to $5.34 in the prior year.
Adjusted EBITDA was $1,403.6
million, an increase of 13.8%, or $170.2 million, compared to $1,233.4 million in the prior year.
Post Consumer Brands
Primarily North American ready-to-eat ("RTE") cereal, pet
food and peanut butter.
For the fourth quarter, net sales were $1,047.4 million, an increase of 3.9%, or
$39.4 million, compared to the prior
year period. Net sales included $67.0
million in the fourth quarter of 2024 attributable to
Perfection. Excluding the benefit from Perfection in the current
year period, volumes decreased 6.3%, primarily driven by declines
in co-manufactured pet food. Segment profit was $140.2 million, a decrease of 0.6%, or
$0.8 million, compared to the prior
year period. Segment Adjusted EBITDA (non-GAAP)* was
$203.7 million, an increase of 2.0%,
or $4.0 million, compared to the
prior year period.
For fiscal year 2024, net sales were $4,109.6 million, an increase of 35.5%, or
$1,076.5 million, compared to the
prior year. Segment profit was $541.2
million, an increase of 42.9%, or $162.4 million, compared to the prior year.
Segment Adjusted EBITDA was $786.0
million, an increase of 35.9%, or $207.6 million, compared to the prior year.
Weetabix
Primarily United Kingdom
("U.K.") RTE cereal, muesli and protein-based shakes.
For the fourth quarter, net sales were $140.0 million, an increase of 3.8%, or
$5.1 million, compared to the prior
year period. Net sales included $6.8
million in the fourth quarter of 2024 attributable to
Deeside and reflected a foreign currency exchange rate tailwind of
approximately 270 basis points. Excluding the impact of Deeside,
volumes decreased 6.5%, primarily driven by decreases in
non-biscuit branded and private label products. Segment profit was
$19.7 million, an increase of 30.5%,
or $4.6 million, compared to the
prior year period. Segment Adjusted EBITDA was $32.4 million, an increase of 30.1%, or
$7.5 million, compared to the prior
year period.
For fiscal year 2024, net sales were $543.2 million, an increase of 6.1%, or
$31.1 million, compared to the prior
year. Segment profit was $82.9
million, an increase of 12.2%, or $9.0 million, compared to the prior year. Segment
Adjusted EBITDA was $125.0 million,
an increase of 13.4%, or $14.8
million, compared to the prior year.
Foodservice
Primarily egg and potato products.
For the fourth quarter, net sales were $596.1 million, an increase of 4.7%, or
$26.6 million, compared to the prior
year period. Volumes increased 3.6%, primarily driven by
distribution gains in both eggs and potatoes. Segment profit was
$78.3 million, a decrease of 7.4%, or
$6.3 million, compared to the prior
year period. Segment Adjusted EBITDA was $107.5 million, a decrease of 8.1%, or
$9.5 million, compared to the prior
year period.
For fiscal year 2024, net sales were $2,307.1 million, a decrease of 4.9%, or
$118.8 million, compared to the prior
year. Segment profit was $308.1
million, a decrease of 11.8%, or $41.4 million, compared to the prior year.
Segment Adjusted EBITDA was $435.4
million, a decrease of 9.4%, or $45.1
million, compared to the prior year.
Refrigerated Retail
Primarily side dish, egg, cheese and sausage
products.
For the fourth quarter, net sales were $226.5 million, a decrease of 2.9%, or
$6.8 million, compared to the prior
year period. Volumes increased 0.7%, as growth in side dishes and
sausage was partially offset by distribution losses in cheese and
lower margin egg products. Volume information by product is
disclosed in a table presented later in this release. Segment
profit was $12.8 million, an increase
of 6.7%, or $0.8 million, compared to
the prior year period. Segment Adjusted EBITDA was $31.6 million, an increase of 2.9%, or
$0.9 million, compared to the prior
year period.
For fiscal year 2024, net sales were $962.2 million, a decrease of 5.6%, or
$57.5 million, compared to the prior
year. Segment profit was $75.9
million, an increase of 9.7%, or $6.7
million, compared to the prior year. Segment Adjusted EBITDA
was $149.0 million, an increase of
1.2%, or $1.7 million, compared to
the prior year.
Impairment of Goodwill and Other Intangible Assets
No goodwill impairment charge was recorded in fiscal year 2024.
Non-cash goodwill impairment of $42.2
million was recorded in the fourth quarter of fiscal year
2023 related to Post's Cheese and Dairy reporting unit within the
Refrigerated Retail segment. The goodwill impairment was driven
primarily by the narrowing of the pricing gap between branded and
private label competitors, resulting in distribution losses and
declining profitability.
Interest, Loss (Gain) on Extinguishment of Debt, Expense
(Income) on Swaps and Income Tax
Interest expense, net was $79.6
million in the fourth quarter of fiscal year 2024, compared
to $76.7 million in the fourth
quarter of fiscal year 2023. Interest expense, net was $316.5 million in fiscal year 2024, compared to
$279.1 million in fiscal year 2023.
The increase in interest expense, net in fiscal year 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.
Loss on extinguishment of debt, net of $6.7 million was recorded in the three months
ended September 30, 2024 in
connection with Post's partial repurchase of its 5.625% senior
notes due January 2028. Loss on
extinguishment of debt, net of $2.1
million was recorded in the fiscal year ended September 30, 2024. Gain on extinguishment
of debt, net of $19.3 million and
$40.5 million was recorded in the
three months and fiscal year ended September
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.
Expense (income) on swaps, net relates to mark-to-market
adjustments on interest rate swaps. Expense on swaps, net was
$11.0 million in the fourth quarter
of fiscal year 2024, compared to income of $19.5 million in the prior year period. Expense
on swaps, net was $15.7 million in
fiscal year 2024, compared to income of $39.9 million in fiscal year 2023.
Income tax expense was $16.3
million in the fourth quarter of fiscal year 2024, an
effective income tax rate of 16.6%, compared to $29.3 million in the fourth quarter of fiscal
year 2023, an effective income tax rate of 30.9%. For the
three months ended September 30,
2024, the effective income tax rate differed significantly
from the statutory tax rate primarily as a result of the release of
a valuation allowance on certain state net operating losses. For
the three months ended September 30,
2023, the effective income tax rate differed significantly
from the statutory tax rate primarily as a result of a
non-deductible goodwill impairment. Income tax expense was
$105.1 million in fiscal year
2024, an effective income tax rate of 22.3%, compared to
$99.7 million in fiscal year 2023, an
effective income tax rate of 24.1%.
Share Repurchases
During the fourth quarter of fiscal year 2024, Post repurchased
0.4 million shares of its common stock for $48.2 million at an average price of $107.48 per share. During fiscal year 2024, Post
repurchased 3.0 million shares for $300.8
million at an average price of $101.74 per share. Subsequent to the end of the
fourth quarter of fiscal year 2024 through November 14, 2024, Post repurchased 0.1 million
shares for $15.9 million at an
average price of $112.41 per share.
As of November 14, 2024, Post had
$472.3 million remaining under its
share repurchase authorization
Outlook
Post management expects Adjusted EBITDA for fiscal year 2025 to
be between $1,410-$1,460 million. Post management expects fiscal
year 2025 capital expenditures to range between $380-$420 million,
which includes Post Consumer Brands investment in network
optimization and pet food safety and capacity, for aggregate
expenditures of $90-$100 million. This also includes Foodservice
investment in the completion of the Norwalk, Iowa precooked egg facility expansion
and continued cage-free egg facility expansion, for aggregate
expenditures of $80-$90 million.
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, mark-to-market
adjustments and impairments on equity securities and investments,
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, segment Adjusted
EBITDA as a percentage of Net Sales and free cash flow. 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."
Executive Promotion
Post today announced that Matt Mainer, Post's Chief
Financial Officer and Treasurer, was promoted from Senior Vice
President to Executive Vice President. This promotion was effective
November 13, 2024.
Conference Call to Discuss Earnings Results and
Outlook
Post will host a conference call on Friday, November 15, 2024 at 9:00 a.m. ET to discuss financial results for the
fourth quarter and fiscal year 2024 and fiscal year 2025 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, Executive Vice President, Chief Financial Officer
and Treasurer, will participate in the call.
Interested parties may join the conference call by dialing (800)
225-9448 in the U.S. and (203) 518-9708 from outside of the U.S.
The conference identification number is POSTQ424. Interested
parties are invited to listen to the webcast of the conference
call, which can be accessed by visiting the Investors portion of
Post's website at www.postholdings.com.
A replay of the conference call will be available through
Friday, November 22, 2024 by dialing
(800) 839-5146 in the U.S. and (402) 220-1508 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 2025 and Post's capital
expenditure outlook for fiscal year 2025. 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,
highly pathogenic avian influenza and other agricultural diseases
and pests, fires and other events beyond Post's control;
- 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 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;
- Post's ability to hire and retain talented personnel, increases
in labor-related costs, employee safety, labor strikes, work
stoppages, unionization efforts and other labor disruptions;
- Post's high leverage, its ability to obtain additional
financing and service its outstanding debt (including covenants
restricting the operation of its businesses) and a potential
downgrade in Post's credit ratings;
- Post's ability to successfully implement business strategies to
reduce costs;
- Post's reliance on third parties and others for the manufacture
of many of its products;
- costs, business disruptions and reputational damage associated
with information technology failures, cybersecurity incidents,
information security breaches or enterprise resource planning
system implementations;
- 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
Perfection, 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 ability to identify, complete and integrate or otherwise
effectively execute acquisitions or other strategic
transactions;
- the loss of, a significant reduction of purchases by or the
bankruptcy of a major customer;
- the success of new product introductions;
- differences in Post's actual operating results from any of its
guidance regarding its future performance;
- impairment in the carrying value of goodwill, other intangibles
or long-lived assets;
- risks associated with Post's international businesses;
- business disruption or other losses from changes in
governmental administrations, political instability, terrorism, war
or armed hostilities or geopolitical tensions;
- risks related to the intended tax treatment of Post's
divestitures of its interest in BellRing Brands, Inc.
("BellRing");
- Post's ability to protect its intellectual property and other
assets and to license third-party intellectual property;
- 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;
- 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
CONSOLIDATED
STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except
per share data)
|
|
|
Three Months
Ended
September 30,
|
|
Year
Ended
September
30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Sales
|
$ 2,010.1
|
|
$ 1,945.4
|
|
$ 7,922.7
|
|
$ 6,991.0
|
Cost of goods
sold
|
1,434.7
|
|
1,394.0
|
|
5,617.8
|
|
5,109.3
|
Gross
Profit
|
575.4
|
|
551.4
|
|
2,304.9
|
|
1,881.7
|
Selling, general and
administrative expenses
|
341.7
|
|
309.5
|
|
1,330.4
|
|
1,078.4
|
Amortization of
intangible assets
|
46.1
|
|
45.3
|
|
184.6
|
|
160.7
|
Impairment of
goodwill
|
—
|
|
42.2
|
|
—
|
|
42.2
|
Other operating
(income) expense, net
|
(3.3)
|
|
1.4
|
|
(3.6)
|
|
1.5
|
Operating
Profit
|
190.9
|
|
153.0
|
|
793.5
|
|
598.9
|
Interest expense,
net
|
79.6
|
|
76.7
|
|
316.5
|
|
279.1
|
Loss (gain) on
extinguishment of debt, net
|
6.7
|
|
(19.3)
|
|
2.1
|
|
(40.5)
|
Expense (income) on
swaps, net
|
11.0
|
|
(19.5)
|
|
15.7
|
|
(39.9)
|
Other (income) expense,
net
|
(4.3)
|
|
20.2
|
|
(12.9)
|
|
(12.7)
|
Earnings before
Income Taxes and Equity Method Loss
|
97.9
|
|
94.9
|
|
472.1
|
|
412.9
|
Income tax
expense
|
16.3
|
|
29.3
|
|
105.1
|
|
99.7
|
Equity method loss, net
of tax
|
—
|
|
0.1
|
|
0.1
|
|
0.3
|
Net Earnings
Including Noncontrolling Interests
|
81.6
|
|
65.5
|
|
366.9
|
|
312.9
|
Less: Net (loss)
earnings attributable to noncontrolling interests
|
—
|
|
(0.2)
|
|
0.2
|
|
11.6
|
Net
Earnings
|
$ 81.6
|
|
$ 65.7
|
|
$ 366.7
|
|
$ 301.3
|
|
|
|
|
|
|
|
|
Earnings per Common
Share:
|
|
|
|
|
|
|
|
Basic
|
$ 1.39
|
|
$ 1.08
|
|
$ 6.12
|
|
$ 5.21
|
Diluted
|
$ 1.28
|
|
$ 1.01
|
|
$ 5.64
|
|
$ 4.82
|
Weighted-Average
Common Shares Outstanding:
|
|
|
|
|
|
|
|
Basic
|
58.5
|
|
60.9
|
|
59.9
|
|
60.0
|
Diluted
|
65.8
|
|
68.0
|
|
66.9
|
|
67.0
|
CONSOLIDATED BALANCE
SHEETS (Unaudited)
(in
millions)
|
|
|
|
|
September 30,
2024
|
|
September 30,
2023
|
|
|
|
|
|
|
ASSETS
|
|
Current
Assets
|
|
|
|
|
Cash and cash
equivalents
|
$
787.4
|
|
$
93.3
|
|
Restricted
cash
|
3.5
|
|
23.9
|
|
Receivables,
net
|
582.9
|
|
512.4
|
|
Inventories
|
754.2
|
|
789.9
|
|
Prepaid expenses and
other current assets
|
103.6
|
|
59.0
|
|
Total Current
Assets
|
2,231.6
|
|
1,478.5
|
|
|
|
|
|
|
Property,
net
|
2,311.7
|
|
2,021.4
|
|
Goodwill
|
4,700.7
|
|
4,574.4
|
|
Other intangible
assets, net
|
3,146.0
|
|
3,212.4
|
|
Other assets
|
464.2
|
|
360.0
|
|
Total
Assets
|
$
12,854.2
|
|
$
11,646.7
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY
|
|
|
Current
Liabilities
|
|
|
|
|
Current portion of
long-term debt
|
$
1.2
|
|
$
1.1
|
|
Accounts
payable
|
483.8
|
|
368.8
|
|
Other current
liabilities
|
459.9
|
|
435.4
|
|
Total Current
Liabilities
|
944.9
|
|
805.3
|
|
|
|
|
|
|
Long-term
debt
|
6,811.6
|
|
6,039.0
|
|
Deferred income
taxes
|
653.0
|
|
674.4
|
|
Other
liabilities
|
343.4
|
|
276.7
|
|
Total
Liabilities
|
8,752.9
|
|
7,795.4
|
|
|
|
|
|
|
Shareholders'
Equity
|
|
|
|
|
Common
stock
|
0.9
|
|
0.9
|
|
Additional paid-in
capital
|
5,331.5
|
|
5,288.1
|
|
Retained
earnings
|
1,783.2
|
|
1,416.5
|
|
Accumulated other
comprehensive income (loss)
|
6.4
|
|
(135.1)
|
|
Treasury stock, at
cost
|
(3,031.4)
|
|
(2,728.3)
|
|
Total Shareholders'
Equity Excluding Noncontrolling Interests
|
4,090.6
|
|
3,842.1
|
|
Noncontrolling
interests
|
10.7
|
|
9.2
|
|
Total Shareholders'
Equity
|
4,101.3
|
|
3,851.3
|
|
Total Liabilities
and Shareholders' Equity
|
$
12,854.2
|
|
$
11,646.7
|
|
SELECTED CONDENSED
CONSOLIDATED CASH FLOWS
INFORMATION (Unaudited)
(in
millions)
|
|
|
Year
Ended
September
30,
|
|
2024
|
|
2023
|
Cash provided by
(used in):
|
|
|
|
Operating
activities
|
$ 931.7
|
|
$ 750.3
|
Investing activities,
including capital expenditures of $429.5 and $303.0
|
(677.5)
|
|
(669.3)
|
Financing
activities
|
415.6
|
|
(555.7)
|
Effect of exchange rate
changes on cash, cash equivalents and restricted cash
|
3.9
|
|
1.8
|
Net increase
(decrease) in cash, cash equivalents and restricted
cash
|
$ 673.7
|
|
$
(472.9)
|
|
SEGMENT INFORMATION
(Unaudited)
(in
millions)
|
|
|
|
|
|
Three Months
Ended
September 30,
|
|
Year
Ended
September
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Sales
|
|
|
|
|
|
|
|
|
Post Consumer
Brands
|
$ 1,047.4
|
|
$ 1,008.0
|
|
$ 4,109.6
|
|
$ 3,033.1
|
|
Weetabix
|
140.0
|
|
134.9
|
|
543.2
|
|
512.1
|
|
Foodservice
|
596.1
|
|
569.5
|
|
2,307.1
|
|
2,425.9
|
|
Refrigerated
Retail
|
226.5
|
|
233.3
|
|
962.2
|
|
1,019.7
|
|
Eliminations and
Corporate
|
0.1
|
|
(0.3)
|
|
0.6
|
|
0.2
|
|
Total
|
$ 2,010.1
|
|
$ 1,945.4
|
|
$ 7,922.7
|
|
$ 6,991.0
|
Segment
Profit
|
|
|
|
|
|
|
|
|
Post Consumer
Brands
|
$ 140.2
|
|
$ 141.0
|
|
$ 541.2
|
|
$ 378.8
|
|
Weetabix
|
19.7
|
|
15.1
|
|
82.9
|
|
73.9
|
|
Foodservice
|
78.3
|
|
84.6
|
|
308.1
|
|
349.5
|
|
Refrigerated
Retail
|
12.8
|
|
12.0
|
|
75.9
|
|
69.2
|
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
|
|
0.7 %
|
Side dishes
|
|
6.0 %
|
Egg
|
|
(6.5 %)
|
Cheese
|
|
(16.8 %)
|
Sausage
|
|
12.6 %
|
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.
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, segment Adjusted EBITDA as a percentage of Net Sales and
free cash flow. 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.
|
Impairment of
goodwill and other intangible assets: Post has excluded
expenses for impairment of the Cheese and Dairy reporting unit 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.
|
e.
|
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.
|
f.
|
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.
|
g.
|
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.
|
h.
|
Mark-to-market
adjustments and impairments on equity securities and
investments: Post has excluded the impact of mark-to-market
adjustments and impairments on equity securities and investments
(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.
|
i.
|
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.
|
j.
|
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.
|
k.
|
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.
|
l.
|
Asset disposal
costs: Post has excluded costs recorded in connection with
the disposal of certain assets which were never put into use and/or
the demolition and site remediation of unused facilities as the
amount and frequency of these costs are not consistent.
Additionally, Post believes that these costs do not reflect
expected ongoing future operating expenses and do not contribute to
a meaningful evaluation of Post's current operating performance or
comparisons of Post's operating performance to other
periods.
|
m.
|
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.
|
n.
|
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.
|
o.
|
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.
|
p.
|
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.
|
q.
|
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.
|
r.
|
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, impairment of goodwill and other intangible
assets, 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 and impairments on equity
securities and investments, gain on dissolution of PHPC, gain on
bargain purchase, costs expected to be indemnified, net, asset
disposal costs, 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:
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 does not contribute to meaningful comparisons
of Post's operating performances to other periods.
|
t.
|
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.
|
u.
|
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.
|
v.
|
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.
|
Free cash flow
Free cash flow is a non-GAAP measure which represents net cash
provided by operating activities less capital expenditures. Post
believes free cash flow is useful to investors in evaluating Post's
ability to service debt and repurchase shares of common stock.
RECONCILIATION OF
NET EARNINGS TO ADJUSTED NET EARNINGS (Unaudited)
(in
millions)
|
|
|
|
Three Months
Ended
September 30,
|
|
Year
Ended
September
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Earnings
|
$ 81.6
|
|
$ 65.7
|
|
$ 366.7
|
|
$ 301.3
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Expense (income) on
swaps, net
|
11.0
|
|
(19.5)
|
|
15.7
|
|
(39.9)
|
|
Integration
costs
|
10.0
|
|
10.9
|
|
36.5
|
|
30.4
|
|
Debt premiums paid
(discounts received), net
|
4.2
|
|
(19.6)
|
|
0.7
|
|
(42.9)
|
|
Impairment of goodwill
and other intangible assets
|
—
|
|
42.2
|
|
—
|
|
42.2
|
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
(5.9)
|
|
—
|
|
(7.1)
|
|
31.6
|
|
Inventory revaluation
adjustment on acquired businesses
|
—
|
|
0.1
|
|
1.0
|
|
12.7
|
|
Restructuring and
facility closure costs, including accelerated
depreciation
|
13.2
|
|
8.3
|
|
36.4
|
|
12.0
|
|
Transaction
costs
|
—
|
|
1.1
|
|
1.2
|
|
15.6
|
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
(1.9)
|
|
23.2
|
|
(3.1)
|
|
10.8
|
|
Gain on dissolution of
PHPC
|
—
|
|
—
|
|
—
|
|
(10.5)
|
|
Gain on bargain
purchase
|
(4.8)
|
|
—
|
|
(10.6)
|
|
—
|
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
—
|
|
(4.2)
|
|
Asset disposal
costs
|
1.1
|
|
—
|
|
1.1
|
|
—
|
|
Provision for legal
settlements
|
—
|
|
—
|
|
0.8
|
|
2.0
|
|
Loss on sale of
business
|
—
|
|
—
|
|
0.8
|
|
—
|
|
Advisory
income
|
(0.2)
|
|
(0.2)
|
|
(0.6)
|
|
(0.6)
|
|
Noncontrolling interest
adjustment
|
—
|
|
—
|
|
—
|
|
8.0
|
|
Total Net
Adjustments
|
26.7
|
|
46.5
|
|
72.8
|
|
67.2
|
Income tax effect on
adjustments (1)
|
(7.4)
|
|
(1.6)
|
|
(20.0)
|
|
(11.1)
|
U.K. tax reform
expense
|
—
|
|
0.3
|
|
—
|
|
0.7
|
Adjusted Net
Earnings
|
$ 100.9
|
|
$ 110.9
|
|
$ 419.5
|
|
$ 358.1
|
|
|
|
|
|
|
|
|
|
(1) Income
tax effect on adjustments was calculated on all items, except
income/expense on swaps, net, impairment of goodwill and other
intangible assets, gain on dissolution of PHPC and 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 impairment of goodwill and other intangible
assets, gain on dissolution of PHPC and gain on bargain purchase
was calculated using a rate of 0.0%. In the year ended September
30, 2023, mark-to-market adjustments and impairments on equity
securities and investments 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
September 30,
|
|
Year
Ended
September
30,
|
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Diluted Earnings per
Common Share
|
$
1.28
|
|
$
1.01
|
|
$
5.64
|
|
$
4.82
|
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)
|
|
(0.04)
|
|
(0.16)
|
|
(0.32)
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Expense (income) on
swaps, net
|
0.17
|
|
(0.29)
|
|
0.24
|
|
(0.59)
|
|
Integration
costs
|
0.15
|
|
0.16
|
|
0.55
|
|
0.45
|
|
Debt premiums paid
(discounts received), net
|
0.06
|
|
(0.29)
|
|
0.01
|
|
(0.64)
|
|
Impairment of goodwill
and other intangible assets
|
—
|
|
0.62
|
|
—
|
|
0.63
|
|
Mark-to-market
adjustments on commodity and foreign exchange hedges
and warrant
liabilities
|
(0.09)
|
|
—
|
|
(0.11)
|
|
0.47
|
|
Inventory revaluation
adjustment on acquired businesses
|
—
|
|
—
|
|
0.02
|
|
0.19
|
|
Restructuring and
facility closure costs, including accelerated
depreciation
|
0.19
|
|
0.12
|
|
0.54
|
|
0.18
|
|
Transaction
costs
|
—
|
|
0.02
|
|
0.02
|
|
0.23
|
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
(0.03)
|
|
0.34
|
|
(0.05)
|
|
0.16
|
|
Gain on dissolution of
PHPC
|
—
|
|
—
|
|
—
|
|
(0.16)
|
|
Gain on bargain
purchase
|
(0.07)
|
|
—
|
|
(0.16)
|
|
—
|
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
—
|
|
(0.06)
|
|
Asset disposal
costs
|
0.02
|
|
—
|
|
0.02
|
|
—
|
|
Provision for legal
settlements
|
—
|
|
—
|
|
0.01
|
|
0.03
|
|
Loss on sale of
business
|
—
|
|
—
|
|
0.01
|
|
—
|
|
Advisory
income
|
—
|
|
—
|
|
(0.01)
|
|
(0.01)
|
|
Noncontrolling interest
adjustment
|
—
|
|
—
|
|
—
|
|
0.12
|
|
Total Net
Adjustments
|
0.40
|
|
0.68
|
|
1.09
|
|
1.00
|
Income tax effect on
adjustments (2)
|
(0.11)
|
|
(0.02)
|
|
(0.30)
|
|
(0.17)
|
U.K. tax reform
expense
|
—
|
|
—
|
|
—
|
|
0.01
|
Adjusted Diluted
Earnings per Common Share
|
$ 1.53
|
|
$ 1.63
|
|
$ 6.27
|
|
$ 5.34
|
|
|
|
|
|
|
|
|
|
(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, impairment of goodwill and other
intangible assets, gain on dissolution of PHPC and 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 impairment of goodwill and other intangible
assets, gain on dissolution of PHPC and gain on bargain purchase
was calculated using a rate of 0.0%. In the year ended September
30, 2023, mark-to-market adjustments and impairments on equity
securities and investments 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
September 30,
|
|
Year
Ended
September
30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Net
Earnings
|
$
81.6
|
|
$
65.7
|
|
$ 366.7
|
|
$ 301.3
|
Income tax
expense
|
16.3
|
|
29.3
|
|
105.1
|
|
99.7
|
Interest expense,
net
|
79.6
|
|
76.7
|
|
316.5
|
|
279.1
|
Depreciation and
amortization
|
124.2
|
|
113.8
|
|
476.9
|
|
407.1
|
Non-cash stock-based
compensation
|
23.5
|
|
20.0
|
|
84.4
|
|
77.2
|
Expense (income) on
swaps, net
|
11.0
|
|
(19.5)
|
|
15.7
|
|
(39.9)
|
Loss (gain) on
extinguishment of debt, net
|
6.7
|
|
(19.3)
|
|
2.1
|
|
(40.5)
|
Integration
costs
|
10.0
|
|
10.9
|
|
36.5
|
|
30.4
|
Impairment of goodwill
and other intangible assets
|
—
|
|
42.2
|
|
—
|
|
42.2
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
(5.9)
|
|
—
|
|
(7.1)
|
|
31.6
|
Inventory revaluation
adjustment on acquired businesses
|
—
|
|
0.1
|
|
1.0
|
|
12.7
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
7.4
|
|
4.6
|
|
16.0
|
|
6.9
|
Transaction
costs
|
—
|
|
1.1
|
|
1.2
|
|
15.6
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
(1.9)
|
|
23.2
|
|
(3.1)
|
|
10.8
|
Gain on dissolution of
PHPC
|
—
|
|
—
|
|
—
|
|
(10.5)
|
Gain on bargain
purchase
|
(4.8)
|
|
—
|
|
(10.6)
|
|
—
|
Costs expected to be
indemnified, net
|
—
|
|
—
|
|
—
|
|
(4.2)
|
Asset disposal
costs
|
1.1
|
|
—
|
|
1.1
|
|
—
|
Provision for legal
settlements
|
—
|
|
—
|
|
0.8
|
|
2.0
|
Loss on sale of
business
|
—
|
|
—
|
|
0.8
|
|
—
|
Advisory
income
|
(0.2)
|
|
(0.2)
|
|
(0.6)
|
|
(0.6)
|
Equity method
investment adjustment
|
0.2
|
|
0.1
|
|
0.5
|
|
0.4
|
Noncontrolling interest
adjustment
|
(0.1)
|
|
0.3
|
|
(0.3)
|
|
12.1
|
Adjusted
EBITDA
|
$ 348.7
|
|
$ 349.0
|
|
$
1,403.6
|
|
$
1,233.4
|
Net Earnings as a
percentage of Net Sales
|
4.1 %
|
|
3.4 %
|
|
4.6 %
|
|
4.3 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
17.3 %
|
|
17.9 %
|
|
17.7 %
|
|
17.6 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
THREE MONTHS ENDED
SEPTEMBER 30, 2024
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
140.2
|
|
$ 19.7
|
|
$ 78.3
|
|
$ 12.8
|
|
$
—
|
|
$
251.0
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(55.8)
|
|
(55.8)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(4.3)
|
|
(4.3)
|
Operating
Profit
|
140.2
|
|
19.7
|
|
78.3
|
|
12.8
|
|
(60.1)
|
|
190.9
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
4.3
|
|
4.3
|
Depreciation and
amortization
|
53.6
|
|
12.6
|
|
32.3
|
|
18.8
|
|
6.9
|
|
124.2
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
23.5
|
|
23.5
|
Integration
costs
|
9.9
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
10.0
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
(0.1)
|
|
(3.1)
|
|
—
|
|
(2.7)
|
|
(5.9)
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
7.4
|
|
7.4
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
—
|
|
—
|
|
—
|
|
—
|
|
(1.9)
|
|
(1.9)
|
Gain on bargain
purchase
|
—
|
|
—
|
|
—
|
|
—
|
|
(4.8)
|
|
(4.8)
|
Asset disposal
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
1.1
|
|
1.1
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
|
(0.2)
|
Equity method
investment adjustment
|
—
|
|
0.2
|
|
—
|
|
—
|
|
—
|
|
0.2
|
Noncontrolling interest
adjustment
|
—
|
|
(0.1)
|
|
—
|
|
—
|
|
—
|
|
(0.1)
|
Adjusted
EBITDA
|
$
203.7
|
|
$ 32.4
|
|
$
107.5
|
|
$ 31.6
|
|
$
(26.5)
|
|
$
348.7
|
Segment Profit as a
percentage of Net Sales
|
13.4 %
|
|
14.1 %
|
|
13.1 %
|
|
5.7 %
|
|
—
|
|
12.5 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
19.4 %
|
|
23.1 %
|
|
18.0 %
|
|
14.0 %
|
|
—
|
|
17.3 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
THREE MONTHS ENDED
SEPTEMBER 30, 2023
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
141.0
|
|
$ 15.1
|
|
$ 84.6
|
|
$ 12.0
|
|
$
—
|
|
$
252.7
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(77.7)
|
|
(77.7)
|
Impairment of goodwill
and other intangible assets
|
—
|
|
—
|
|
—
|
|
(42.2)
|
|
—
|
|
(42.2)
|
Other expense,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
20.2
|
|
20.2
|
Operating
Profit
|
141.0
|
|
15.1
|
|
84.6
|
|
(30.2)
|
|
(57.5)
|
|
153.0
|
Other expense,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(20.2)
|
|
(20.2)
|
Depreciation and
amortization
|
48.1
|
|
9.3
|
|
33.2
|
|
18.7
|
|
4.5
|
|
113.8
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
20.0
|
|
20.0
|
Integration
costs
|
10.5
|
|
—
|
|
—
|
|
—
|
|
0.4
|
|
10.9
|
Impairment of goodwill
and other intangible assets
|
—
|
|
—
|
|
—
|
|
42.2
|
|
—
|
|
42.2
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
—
|
|
(0.8)
|
|
—
|
|
0.8
|
|
—
|
Inventory revaluation
adjustment on acquired businesses
|
0.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
0.1
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
4.6
|
|
4.6
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
1.1
|
|
1.1
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
—
|
|
—
|
|
—
|
|
—
|
|
23.2
|
|
23.2
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.2)
|
|
(0.2)
|
Noncontrolling interest
adjustment
|
—
|
|
0.5
|
|
—
|
|
—
|
|
—
|
|
0.5
|
Adjusted
EBITDA
|
$
199.7
|
|
$ 24.9
|
|
$
117.0
|
|
$ 30.7
|
|
$
(23.3)
|
|
$
349.0
|
Segment Profit as a
percentage of Net Sales
|
14.0 %
|
|
11.2 %
|
|
14.9 %
|
|
5.1 %
|
|
—
|
|
13.0 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
19.8 %
|
|
18.5 %
|
|
20.5 %
|
|
13.2 %
|
|
—
|
|
17.9 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
YEAR ENDED SEPTEMBER
30, 2024
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
541.2
|
|
$ 82.9
|
|
$
308.1
|
|
$ 75.9
|
|
$
—
|
|
$
1,008.1
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(201.7)
|
|
(201.7)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(12.9)
|
|
(12.9)
|
Operating
Profit
|
541.2
|
|
82.9
|
|
308.1
|
|
75.9
|
|
(214.6)
|
|
793.5
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
12.9
|
|
12.9
|
Depreciation and
amortization
|
207.3
|
|
42.2
|
|
131.1
|
|
72.3
|
|
24.0
|
|
476.9
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
84.4
|
|
84.4
|
Integration
costs
|
36.5
|
|
0.1
|
|
—
|
|
—
|
|
(0.1)
|
|
36.5
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
(0.1)
|
|
(3.8)
|
|
—
|
|
(3.2)
|
|
(7.1)
|
Inventory revaluation
adjustment on acquired businesses
|
1.0
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.0
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
16.0
|
|
16.0
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
1.2
|
|
1.2
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
—
|
|
—
|
|
—
|
|
—
|
|
(3.1)
|
|
(3.1)
|
Gain on bargain
purchase
|
—
|
|
—
|
|
—
|
|
—
|
|
(10.6)
|
|
(10.6)
|
Asset disposal
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
1.1
|
|
1.1
|
Provision for legal
settlements
|
—
|
|
—
|
|
—
|
|
0.8
|
|
—
|
|
0.8
|
Loss on sale of
business
|
—
|
|
—
|
|
—
|
|
—
|
|
0.8
|
|
0.8
|
Advisory
income
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.6)
|
|
(0.6)
|
Equity method
investment adjustment
|
—
|
|
0.4
|
|
—
|
|
—
|
|
—
|
|
0.4
|
Noncontrolling interest
adjustment
|
—
|
|
(0.5)
|
|
—
|
|
—
|
|
—
|
|
(0.5)
|
Adjusted
EBITDA
|
$
786.0
|
|
$
125.0
|
|
$
435.4
|
|
$
149.0
|
|
$
(91.8)
|
|
$
1,403.6
|
Segment Profit as a
percentage of Net Sales
|
13.2 %
|
|
15.3 %
|
|
13.4 %
|
|
7.9 %
|
|
—
|
|
12.7 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
19.1 %
|
|
23.0 %
|
|
18.9 %
|
|
15.5 %
|
|
—
|
|
17.7 %
|
RECONCILIATION OF
SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
YEAR ENDED SEPTEMBER
30, 2023
(in
millions)
|
|
|
Post
Consumer
Brands
|
|
Weetabix
|
|
Foodservice
|
|
Refrigerated
Retail
|
|
Corporate/
Other
|
|
Total
|
Segment
Profit
|
$
378.8
|
|
$ 73.9
|
|
$
349.5
|
|
$ 69.2
|
|
$
—
|
|
$
871.4
|
General corporate
expenses and other
|
—
|
|
—
|
|
—
|
|
—
|
|
(217.6)
|
|
(217.6)
|
Impairment of goodwill
and other intangible assets
|
—
|
|
—
|
|
—
|
|
(42.2)
|
|
—
|
|
(42.2)
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
(12.7)
|
|
(12.7)
|
Operating
Profit
|
378.8
|
|
73.9
|
|
349.5
|
|
27.0
|
|
(230.3)
|
|
598.9
|
Other income,
net
|
—
|
|
—
|
|
—
|
|
—
|
|
12.7
|
|
12.7
|
Depreciation and
amortization
|
157.3
|
|
35.9
|
|
128.7
|
|
76.1
|
|
9.1
|
|
407.1
|
Impairment of goodwill
and other intangible assets
|
—
|
|
—
|
|
—
|
|
42.2
|
|
—
|
|
42.2
|
Non-cash stock-based
compensation
|
—
|
|
—
|
|
—
|
|
—
|
|
77.2
|
|
77.2
|
Integration
costs
|
29.6
|
|
—
|
|
—
|
|
—
|
|
0.8
|
|
30.4
|
Mark-to-market
adjustments on commodity and foreign exchange hedges and warrant
liabilities
|
—
|
|
(0.2)
|
|
6.5
|
|
—
|
|
25.3
|
|
31.6
|
Inventory revaluation
adjustment on acquired businesses
|
12.7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12.7
|
Restructuring and
facility closure costs, excluding accelerated
depreciation
|
—
|
|
—
|
|
—
|
|
—
|
|
6.9
|
|
6.9
|
Transaction
costs
|
—
|
|
—
|
|
—
|
|
—
|
|
15.6
|
|
15.6
|
Mark-to-market
adjustments and impairments on equity securities and
investments
|
—
|
|
—
|
|
—
|
|
—
|
|
10.8
|
|
10.8
|
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
|
—
|
|
—
|
|
—
|
|
—
|
|
(0.6)
|
|
(0.6)
|
Equity method
investment adjustment
|
—
|
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.1
|
Noncontrolling interest
adjustment
|
—
|
|
0.5
|
|
—
|
|
—
|
|
—
|
|
0.5
|
Adjusted
EBITDA
|
$
578.4
|
|
$
110.2
|
|
$
480.5
|
|
$
147.3
|
|
$
(83.0)
|
|
$
1,233.4
|
Segment Profit as a
percentage of Net Sales
|
12.5 %
|
|
14.4 %
|
|
14.4 %
|
|
6.8 %
|
|
—
|
|
12.5 %
|
Adjusted EBITDA as a
percentage of Net Sales
|
19.1 %
|
|
21.5 %
|
|
19.8 %
|
|
14.4 %
|
|
—
|
|
17.6 %
|
RECONCILIATION OF
NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(Unaudited)
|
(in
millions)
|
|
|
Year Ended
September 30,
|
|
2024
|
|
2023
|
Net cash provided by operating
activities
|
$
931.7
|
|
$
750.3
|
Less: Capital
expenditures
|
429.5
|
|
303.0
|
Free Cash Flow
|
$
502.2
|
|
$
447.3
|
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SOURCE Post Holdings, Inc.