Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding
company, today reported results for the fourth quarter and fiscal
year ended September 30, 2017.
Highlights:
- Fourth Quarter net sales of $1.45 billion; operating
profit of $116.1 million; net earnings of $14.2 million and
Adjusted EBITDA of $286.4 million
- Fiscal Year net sales of $5.23 billion; operating
profit of $520.3 million; net earnings of $48.3 million and
Adjusted EBITDA of $989.1 million
- Fiscal Year 2018 Adjusted EBITDA (non-GAAP) guidance
range of $1.14-$1.18 billion, exclusive of Bob Evans
Fourth Quarter Consolidated Operating
Results
Net sales were $1,448.5 million, an increase of 14.9%, or $187.7
million, compared to the prior year. Pro forma net sales (as
defined later in this release under “Pro Forma Information”)
increased 1.4%, or $20.7 million, when compared to the same period
in fiscal year 2016. Gross profit was $437.1 million or 30.2% of
net sales, an increase of $59.7 million compared to the prior year
gross profit of $377.4 million or 29.9% of net sales. Gross profit
for the fourth quarter of 2017 was negatively impacted by an
inventory adjustment of $18.2 million resulting from purchase
accounting.
Selling, general and administrative (SG&A) expenses were
$251.8 million or 17.4% of net sales, an increase of $20.7 million
compared to the prior year SG&A of $231.1 million or 18.3% of
net sales. SG&A expenses for the fourth quarter of 2017
included $23.0 million of transaction costs, which primarily
related to success fees paid in conjunction with the close of the
acquisition of Weetabix Limited (“Weetabix”) in July 2017 and were
treated as an adjustment for non-GAAP measures. SG&A expenses
for the fourth quarter of 2016 included a provision for $24.0
million in legal settlements.
Operating profit was $116.1 million, an increase of 7.2%, or
$7.8 million, compared to the prior year, and was negatively
impacted by goodwill impairment of $26.5 million, which is
discussed later in this release. Net earnings were $14.2 million,
an increase of 138.4%, or $51.2 million, compared to a net loss of
$37.0 million in the prior year. Net earnings available to common
shareholders were $10.9 million, or $0.16 per diluted common share.
Net earnings and net earnings available to common shareholders
included a loss of $8.5 million primarily related to non-cash
mark-to-market adjustments on interest rate and cross-currency
swaps, which is discussed later in this release. Adjusted net
earnings were $67.9 million, or $0.88 per adjusted diluted common
share.
Adjusted EBITDA was $286.4 million, an increase of 30.5%, or
$66.9 million, compared to the prior year.
Fiscal Year 2017 Consolidated Operating
Results
Net sales were $5,225.8 million, an increase of 4.0%, or $199.0
million, compared to the prior year. Gross profit was $1,574.1
million or 30.1% of net sales, an increase of $26.7 million
compared to the prior year gross profit of $1,547.4 million or
30.8% of net sales.
SG&A expenses were $867.4 million or 16.6% of net sales, an
increase of $27.7 million compared to the prior year SG&A of
$839.7 million or 16.7% of net sales. SG&A expenses for fiscal
year 2017 and 2016 included a provision for $73.6 million and $34.0
million, respectively, in legal settlements. SG&A expenses for
fiscal year 2017 included $30.0 million of net foreign currency
gains related to pounds sterling (GBP) held to fund the purchase
price of Weetabix and $29.1 million of transaction costs primarily
related to success fees paid in conjunction with the close of the
acquisition of Weetabix, both of which were treated as adjustments
for non-GAAP measures.
Operating profit was $520.3 million, a decrease of 4.7%, or
$25.4 million, compared to the prior year, and was negatively
impacted by goodwill impairment of $26.5 million, which is
discussed later in this release. Net earnings were $48.3 million,
an increase of 1,563.6%, or $51.6 million, compared to a net loss
of $3.3 million in the prior year. Net earnings available to common
shareholders were $34.8 million, or $0.50 per diluted common share.
Net earnings and net earnings available to common shareholders
include a $222.9 million loss related to early extinguishment
of debt and a $91.8 million net gain primarily related to
non-cash mark-to-market adjustments on interest rate and
cross-currency swaps, both of which are discussed later in this
release. Adjusted net earnings were $211.0 million, or $2.67 per
adjusted diluted common share.
Adjusted EBITDA was $989.1 million, an increase of 5.9%, or
$55.2 million, compared to the prior year.
Segment Results
Effective as of the quarter ended September 30, 2017, Post has
changed its reportable segments. See the historical segment
information tables presented later in this release for the
presentation aligned with this segment reporting structure.
Post Consumer Brands
Includes the North American ready-to-eat (“RTE”) cereal and
granola businesses, inclusive of the recently acquired Weetabix
North American RTE cereal business.
Net sales were $492.2 million for the fourth quarter, an
increase of 4.0%, or $19.1 million, compared to the reported prior
year fourth quarter. Pro forma net sales (as defined later in this
release under “Pro Forma Information”) declined 2.9%, or $14.7
million, over the same period in fiscal year 2016, with pro forma
volumes (as defined later in this release under “Pro Forma
Information”) declining 2.7%. Pro forma net sales were negatively
impacted by timing of promotional activity during the quarter,
which were partially offset by net sales from new licensed products
and an increase in net sales for Malt-O-Meal bag cereal.
Segment profit was $86.5 million and $81.1 million for fourth
quarter 2017 and 2016, respectively. Segment profit for the fourth
quarter of 2017 was negatively impacted by an inventory adjustment
of $3.0 million resulting from purchase accounting. Segment
Adjusted EBITDA was $124.9 million and $111.9 million for fourth
quarter 2017 and 2016, respectively.
For fiscal year 2017, net sales were $1,851.5 million, an
increase of 0.7%, or $13.0 million, compared to the reported prior
year. Segment profit was $359.0 million, compared to $302.9 million
in the prior year. Fiscal year 2017 and 2016 segment profit was
negatively impacted by integration expenses of $8.8 million and
$19.3 million, respectively. Segment Adjusted EBITDA was $488.6
million, compared to $433.7 million in the prior year.
Michael Foods Group
Includes the egg, potato, cheese and pasta businesses.
Net sales were $537.2 million for the fourth quarter, an
increase of 2.8%, or $14.6 million, over the reported prior year
fourth quarter. Pro forma net sales (as defined later in this
release under “Pro Forma Information”) declined 2.1%, or $11.6
million, over the same period in fiscal year 2016. The pro forma
net sales decline was driven by a 20.4% decline in cheese related
to branded cheese distribution losses and the exit of certain
private label business. Pro forma egg sales (as defined later in
this release under “Pro Forma Information”) were relatively flat.
Pro forma egg volumes (as defined later in this release under “Pro
Forma Information”) increased 3.5%. Net sales and volume
information for potato, cheese and pasta products is disclosed in a
table presented later in this release.
Segment profit was $61.0 million and $40.6 million for fourth
quarter 2017 and 2016, respectively. Segment Adjusted EBITDA was
$99.0 million and $97.5 million for fourth quarter 2017 and 2016,
respectively. Segment profit for the fourth quarter of 2016 was
negatively impacted by a provision for $18.5 million in legal
settlements related to egg antitrust class action claims.
For fiscal year 2017, net sales were $2,116.2 million, a decline
of 3.1%, or $68.5 million, over the reported prior year. Segment
profit was $133.1 million, compared to $276.6 million in the prior
year. Segment profit for fiscal year 2017 and 2016 was negatively
impacted by a provision for $74.5 million and $28.5 million,
respectively, in legal settlements related to egg antitrust class
action claims. Segment Adjusted EBITDA was $353.2 million, compared
to $446.6 million in the prior year.
Active Nutrition
Includes protein shakes, bars and powders and nutritional
supplements.
Net sales were $193.3 million for the fourth quarter, an
increase of 21.6%, or $34.3 million, over the prior year fourth
quarter. Net sales growth was primarily driven by strong growth for
shake products which was partially offset by declines of powder and
bar products. Segment profit was $22.3 million and $2.7 million for
fourth quarter 2017 and 2016, respectively. Segment profit for the
fourth quarter of 2016 was negatively impacted by a provision for
$5.5 million in a potential legal settlement. Segment Adjusted
EBITDA was $28.8 million and $14.4 million for fourth quarter 2017
and 2016, respectively.
For fiscal year 2017, net sales were $713.2 million, an increase
of 24.1%, or $138.5 million, over the prior year. Segment profit
was $96.4 million, compared to $44.7 million in the prior year.
Segment profit for fiscal year 2016 was negatively impacted by a
provision for $5.5 million in a potential legal settlement. Segment
Adjusted EBITDA was $121.7 million, compared to $75.2 million in
the prior year.
Private Brands
Includes peanut and other nut butters and dried fruit and
nuts.
Net sales were $113.4 million for the fourth quarter, an
increase of 6.9%, or $7.3 million, compared to the prior year
fourth quarter, with volumes increasing 2.6%. Volume growth was
driven by growth in traditional peanut butter and tree nut butter
and was partially offset by declines for certain lower margin dried
fruit and nut products. Segment profit was $10.9 million and $7.4
million for fourth quarter 2017 and 2016, respectively. Segment
Adjusted EBITDA was $15.9 million and $12.3 million for fourth
quarter 2017 and 2016, respectively.
For fiscal year 2017, net sales were $432.5 million, an increase
of 0.8%, or $3.4 million, over the prior year. Segment profit was
$31.5 million, compared to $28.0 million in the prior year. Segment
Adjusted EBITDA was $51.6 million, compared to $46.9 million in the
prior year.
Weetabix
Includes the international (primarily United Kingdom) RTE cereal
and muesli business.
Net sales were $112.4 million for the fourth quarter and fiscal
year 2017. Fourth quarter pro forma net sales (as defined later in
this release under “Pro Forma Information”) increased 5.0%, or $5.4
million, over the same period in fiscal year 2016. Pro forma net
sales benefitted primarily from increased volumes for core Weetabix
products. For the fourth quarter and fiscal year 2017, segment
profit was $14.5 million and segment Adjusted EBITDA was $37.2
million. Segment profit was negatively impacted by an inventory
adjustment of $15.2 million resulting from purchase accounting.
Impairment of Goodwill
Non-cash goodwill impairment charges of $26.5 million were
recorded in the fourth quarter of 2017 within the Active Nutrition
segment. The goodwill impairment charge resulted from a
reassessment of long-term expectations for Dymatize.
Interest, Loss on Extinguishment of Debt, Other Expense
(Income) and Income Tax
Interest expense, net was $85.2 million for the fourth quarter
compared to $74.2 million for the prior year quarter. For fiscal
year 2017, interest expense, net was $314.8 million, compared to
$306.5 million for fiscal year 2016.
Loss on extinguishment of debt, net of $222.9 million was
recorded in fiscal year 2017 and $86.4 million was recorded in the
fourth quarter of 2016 and fiscal year 2016. The fiscal year 2017
loss resulted from payments made in connection with Post’s tender
offer and redemption of its 7.75% senior notes due 2024, Post’s
tender offer for its 8.00% senior notes due 2025, and Post’s
redemption of its 6.75% senior notes due 2021 and 7.375% senior
notes due 2022. The fourth quarter of 2016 and fiscal year 2016
loss resulted from payments made in connection with Post’s tender
offer for its 7.375% senior notes due 2022 and repayment of Post’s
term loan in August 2016.
Other expense (income), net relates to non-cash mark-to-market
adjustments and cash settlements on interest rate and
cross-currency swaps. Other expense, net was $8.5 million for the
fourth quarter of 2017, compared to $13.5 million for the fourth
quarter of 2016. For fiscal year 2017, other income, net was $91.8
million, compared to an expense of $182.9 million for fiscal year
2016.
Income tax expense was $8.2 million, or an effective income tax
rate of 36.6%, in the fourth quarter of 2017, compared to a benefit
of $28.8 million and an effective income tax rate of 43.8% in the
fourth quarter of 2016. For fiscal year 2017, income tax
expense was $26.1 million, or an effective income tax rate of
35.1%, compared to a benefit of $26.8 million and an effective
income tax rate of 89.0% for fiscal year 2016.
Share Repurchases
During fiscal year 2017, Post repurchased 4.0 million shares for
$317.7 million at an average price of $79.51 per share. At the end
of the fourth quarter of 2017, Post had $232.3 million remaining
under its share repurchase authorization.
Acquisition
On September 19, 2017, Post announced it has agreed to acquire
Bob Evans Farms (“Bob Evans”) for $77.00 per share. Bob Evans is a
leading producer and distributor of refrigerated potato, pasta and
vegetable-based side dishes, pork sausage, and a variety of
refrigerated and frozen convenience food items. The transaction is
expected to be completed in the first calendar quarter of 2018,
Post’s second quarter of fiscal year 2018, subject to customary
closing conditions including the expiration of waiting periods
under U.S. antitrust laws and approval of Bob Evans’s
stockholders.
Outlook
Post management expects fiscal year 2018 Adjusted EBITDA to
range between $1.14-$1.18 billion, exclusive of the pending
acquisition of Bob Evans, with modest sequential quarterly growth
throughout fiscal year 2018.
In fiscal year 2018, Post management expects to incur
integration costs (which are an adjustment to non-GAAP measures)
for the integration of Weetabix and Bob Evans of approximately $25
million comprised of severance, retention and third party
consulting expenses.
Post management expects fiscal year 2018 capital expenditures,
exclusive of Bob Evans, to range between $220-$230 million. This
includes approximately $50 million related to the previously
announced cage-free housing conversion at the Bloomfield, Nebraska
facility and between $30-$40 million for growth initiatives and
productivity.
The Company 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
non-cash mark-to-market adjustments and cash settlements on
interest rate swaps, provision for legal settlement, net foreign
currency gains for purchase price of acquisition, transaction and
integration costs, restructuring and plant closure costs, assets
held for sale, mark-to-market adjustments on commodity hedges and
other charges reflected in the Company’s reconciliation 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
The Company 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 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 cash bonuses for its executive officers and
employees. Management believes the use of these non-GAAP measures
provides increased transparency and assists investors in
understanding the underlying operating performance of the Company
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 the Company’s non-GAAP measures, see the related
explanations provided under “Explanation and Reconciliation of
Non-GAAP Measures” later in this release.
Conference Call to Discuss Earnings Results and
Outlook
The Company will host a conference call on Friday, November 17,
2017 at 9:00 a.m. EST to discuss financial results for the fourth
quarter and fiscal year 2017 and fiscal year 2018 outlook and to
respond to questions. Robert V. Vitale, President and Chief
Executive Officer, and Jeff A. Zadoks, Executive Vice President and
Chief Financial Officer, will participate in the call.
Interested parties may join the conference call by dialing (877)
540-0891 in the United States and (678) 408-4007 from outside of
the United States. The conference identification number is 1689909.
Interested parties are invited to listen to the webcast of the
conference call, which can be accessed by visiting the Investor
Relations section of the Company’s website at
www.postholdings.com.
A replay of the conference call will be available through
Friday, December 1, 2017 by dialing (800) 585-8367 in the United
States and (404) 537-3406 from outside of the United States and
using the conference identification number 1689909. A webcast
replay also will be available for a limited period on the Company’s
website in the Investor Relations section.
Prospective Financial Information
Prospective financial information is necessarily speculative in
nature, and it can be expected that some or all of the assumptions
underlying the prospective financial information described above
will not materialize or will vary significantly from actual
results. For further discussion of some of the factors that may
cause actual results to vary materially from the information
provided above see “Forward-Looking Statements” below. Accordingly,
the prospective financial information provided above is only an
estimate of what the Company’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 forecast. 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 the conference
call are forward-looking statements, including our Adjusted EBITDA
outlook for fiscal year 2018 and the associated timing, our
integration costs expectations, our capital expenditures
expectations, including capital expenditure expectations for the
cage-free housing conversion and growth initiatives and
productivity, and the expected timing of the completion of the
acquisition of Bob Evans, including stockholder and regulatory
approvals. Such statements involve certain risks and uncertainties
that could cause actual results to differ materially from those in
the forward-looking statements. Potential risks and uncertainties
include the following:
- our high leverage, our ability to obtain additional financing
(including both secured and unsecured debt), and our ability to
service our outstanding debt (including covenants that restrict the
operation of our business);
- our ability to continue to compete in our product markets and
our ability to retain our market position;
- our ability to anticipate and respond to changes in consumer
preferences and trends and introduce new products;
- our ability to identify, complete and integrate acquisitions
and manage our growth;
- our ability to promptly and effectively integrate the Weetabix
business and obtain expected cost savings and synergies of the
acquisition within the expected timeframe;
- significant volatility in the costs of certain raw materials,
commodities, packaging or energy used to manufacture our
products;
- our ability to successfully implement business strategies to
reduce costs;
- our ability to comply with increased regulatory scrutiny
related to certain of our products and/or international sales;
- allegations that our products cause injury or illness, product
recalls and product liability claims and other litigation;
- legal and regulatory factors, including advertising and
labeling laws, changes in food safety and laws and regulations
governing animal feeding and housing operations;
- the loss or bankruptcy of a significant customer;
- consolidations in the retail grocery and foodservice
industries;
- the ability and timing to close the proposed acquisition of Bob
Evans, including obtaining the approval of Bob Evans’s stockholders
for the proposed acquisition, the required regulatory approvals and
the satisfaction of other closing conditions to the merger
agreement;
- our ability to promptly and effectively integrate the Bob Evans
business after the acquisition has closed, including the risk of
our or Bob Evans’s respective businesses experiencing disruptions
from ongoing business operations which may make it more difficult
than expected to maintain relationships with employees, business
partners or governmental entities, and our ability to obtain
expected cost savings and synergies of the acquisition within the
expected timeframe;
- the ability of our private label products to compete with
nationally branded products;
- disruptions or inefficiencies in supply chain;
- our reliance on third party manufacturers for certain of our
products;
- the ultimate impact litigation may have on us;
- our ability to successfully operate our international
operations in compliance with applicable laws and regulations;
- changes in economic conditions, disruptions in the U.S. and
global capital and credit markets, and fluctuations in foreign
currency exchange rates;
- the impact of the United Kingdom’s exit from the European Union
(commonly known as “Brexit”) on us and our operations;
- impairment in the carrying value of goodwill or other
intangibles;
- changes in estimates in critical accounting judgments and
changes to or new laws and regulations affecting our business,
including proposed tax reform;
- changes in weather conditions, natural disasters, disease
outbreaks and other events beyond our control;
- loss of key employees, labor strikes, work stoppages or
unionization efforts;
- losses or increased funding and expenses related to our
qualified pension and other post-retirement plans;
- costs, business disruptions and reputational damage associated
with information technology failures and/or information security
breaches;
- our ability to protect our intellectual property and other
assets;
- significant differences in our actual operating results from
our guidance regarding our future performance;
- our ability to satisfy the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002, including with respect to acquired
businesses; and
- other risks and uncertainties described in the Company’s
filings with the Securities and Exchange Commission.
These forward-looking statements represent the Company’s
judgment as of the date of this release. The Company 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, foodservice, food ingredient, private label,
refrigerated and active nutrition food categories. Through its Post
Consumer Brands business, Post is a leader in the North American
ready-to-eat cereal category and offers a broad portfolio that
includes recognized brands such as Honey Bunches of Oats®,
Pebbles™, Great Grains® and Malt-O-Meal® bag cereal as well as
granola and hot wheat products. Post is also a leader in the United
Kingdom ready-to-eat cereal category with Weetabix® and Alpen®.
Post’s Michael Foods Group supplies value-added egg products,
refrigerated potato products, cheese and other dairy case products
and dry pasta products to the foodservice, food ingredient and
private label retail channels and markets retail brands including
All Whites®, Better’n Eggs®, Simply Potatoes® and Crystal Farms®.
Post’s Active Nutrition platform aids consumers in adopting
healthier lifestyles through brands such as Premier Protein®,
PowerBar® and Dymatize®. Post’s Private Brands Group manufactures
private label peanut butter and other nut butters, dried fruits and
baking and snacking nuts. For more information, visit
www.postholdings.com.
Contact:Investor RelationsBrad
Harperbrad.harper@postholdings.com(314) 644-7626
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (Unaudited)(in millions, except per
share data)
|
Three Months Ended September 30, |
|
Year Ended September 30, |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Net
Sales |
$ |
1,448.5 |
|
|
$ |
1,260.8 |
|
|
$ |
5,225.8 |
|
|
$ |
5,026.8 |
|
Cost of goods sold |
1,011.4 |
|
|
883.4 |
|
|
3,651.7 |
|
|
3,479.4 |
|
Gross
Profit |
437.1 |
|
|
377.4 |
|
|
1,574.1 |
|
|
1,547.4 |
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
251.8 |
|
|
231.1 |
|
|
867.4 |
|
|
839.7 |
|
Amortization of
intangible assets |
42.3 |
|
|
38.2 |
|
|
159.1 |
|
|
152.6 |
|
Impairment of
goodwill |
26.5 |
|
|
— |
|
|
26.5 |
|
|
— |
|
Other operating
expenses (income), net |
0.4 |
|
|
(0.2 |
) |
|
0.8 |
|
|
9.4 |
|
Operating
Profit |
116.1 |
|
|
108.3 |
|
|
520.3 |
|
|
545.7 |
|
|
|
|
|
|
|
|
|
Interest expense,
net |
85.2 |
|
|
74.2 |
|
|
314.8 |
|
|
306.5 |
|
Loss on extinguishment
of debt, net |
— |
|
|
86.4 |
|
|
222.9 |
|
|
86.4 |
|
Other expense (income),
net |
8.5 |
|
|
13.5 |
|
|
(91.8 |
) |
|
182.9 |
|
Earnings (Loss)
before Income Taxes |
22.4 |
|
|
(65.8 |
) |
|
74.4 |
|
|
(30.1 |
) |
Income tax expense
(benefit) |
8.2 |
|
|
(28.8 |
) |
|
26.1 |
|
|
(26.8 |
) |
Net Earnings
(Loss) Including Noncontrolling Interest |
14.2 |
|
|
(37.0 |
) |
|
48.3 |
|
|
(3.3 |
) |
Less: Net loss
attributable to noncontrolling interest |
— |
|
|
— |
|
|
— |
|
|
— |
|
Net Earnings
(Loss) |
14.2 |
|
|
(37.0 |
) |
|
48.3 |
|
|
(3.3 |
) |
Preferred stock
dividends |
(3.3 |
) |
|
(3.4 |
) |
|
(13.5 |
) |
|
(25.1 |
) |
Net Earnings
(Loss) Available to Common Shareholders |
$ |
10.9 |
|
|
$ |
(40.4 |
) |
|
$ |
34.8 |
|
|
$ |
(28.4 |
) |
|
|
|
|
|
|
|
|
Earnings (Loss)
per Common Share: |
|
|
|
|
|
|
|
Basic |
$ |
0.16 |
|
|
$ |
(0.58 |
) |
|
$ |
0.51 |
|
|
$ |
(0.41 |
) |
Diluted |
$ |
0.16 |
|
|
$ |
(0.58 |
) |
|
$ |
0.50 |
|
|
$ |
(0.41 |
) |
|
|
|
|
|
|
|
|
Weighted-Average Common Shares Outstanding: |
|
|
|
|
|
|
|
Basic |
66.1 |
|
|
69.6 |
|
|
67.8 |
|
|
68.8 |
|
Diluted |
68.3 |
|
|
69.6 |
|
|
69.9 |
|
|
68.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)(in millions)
|
September 30, 2017 |
|
September 30, 2016 |
ASSETS |
Current
Assets |
|
|
|
Cash and
cash equivalents |
$ |
1,525.9 |
|
|
$ |
1,143.6 |
|
Restricted cash |
4.2 |
|
|
8.4 |
|
Receivables, net |
480.6 |
|
|
385.0 |
|
Inventories |
573.5 |
|
|
503.1 |
|
Prepaid
expenses and other current assets |
31.7 |
|
|
36.8 |
|
Total Current Assets |
2,615.9 |
|
|
2,076.9 |
|
|
|
|
|
Property, net |
1,690.7 |
|
|
1,354.4 |
|
Goodwill |
4,032.0 |
|
|
3,079.7 |
|
Other intangible
assets, net |
3,353.9 |
|
|
2,833.7 |
|
Other assets |
184.3 |
|
|
15.9 |
|
Total Assets |
$ |
11,876.8 |
|
|
$ |
9,360.6 |
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’
EQUITY |
Current
Liabilities |
|
|
|
Current
portion of long-term debt |
$ |
22.1 |
|
|
$ |
12.3 |
|
Accounts
payable |
336.0 |
|
|
264.4 |
|
Other
current liabilities |
346.3 |
|
|
357.3 |
|
Total Current Liabilities |
704.4 |
|
|
634.0 |
|
|
|
|
|
Long-term debt |
7,149.1 |
|
|
4,551.2 |
|
Deferred income
taxes |
905.8 |
|
|
726.5 |
|
Other liabilities |
327.8 |
|
|
440.3 |
|
Total Liabilities |
9,087.1 |
|
|
6,352.0 |
|
|
|
|
|
Shareholders’
Equity |
|
|
|
Preferred
stock |
— |
|
|
— |
|
Common
stock |
0.7 |
|
|
0.7 |
|
Additional paid-in capital |
3,566.5 |
|
|
3,546.0 |
|
Accumulated deficit |
(376.0 |
) |
|
(424.3 |
) |
Accumulated other comprehensive loss |
(40.0 |
) |
|
(60.4 |
) |
Treasury
stock, at cost |
(371.2 |
) |
|
(53.4 |
) |
Total Shareholders’ Equity excluding Noncontrolling
Interest |
2,780.0 |
|
|
3,008.6 |
|
Noncontrolling Interest |
9.7 |
|
|
— |
|
Total Shareholders’ Equity |
2,789.7 |
|
|
3,008.6 |
|
Total Liabilities and Shareholders’ Equity |
$ |
11,876.8 |
|
|
$ |
9,360.6 |
|
|
SELECTED CONDENSED CONSOLIDATED CASH FLOW
INFORMATION (Unaudited)(in millions)
|
Year Ended September 30, |
|
2017 |
|
2016 |
Cash provided
by (used in): |
|
|
|
Operating
activities |
$ |
386.7 |
|
|
$ |
502.4 |
|
Investing
activities, including capital expenditures of $190.4 and
$121.5 |
(2,090.8 |
) |
|
(196.1 |
) |
Financing
activities |
2,053.1 |
|
|
(4.5 |
) |
Effect of exchange rate changes on cash and cash equivalents |
33.3 |
|
|
0.4 |
|
Net increase in cash and cash equivalents |
$ |
382.3 |
|
|
$ |
302.2 |
|
|
SEGMENT INFORMATION
(Unaudited)(in millions)
|
|
|
Three Months Ended September 30, |
|
Year Ended September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Net
Sales |
|
|
|
|
|
|
|
|
Post
Consumer Brands |
$ |
492.2 |
|
|
$ |
473.1 |
|
|
$ |
1,851.5 |
|
|
$ |
1,838.5 |
|
|
Michael
Foods Group |
537.2 |
|
|
522.6 |
|
|
2,116.2 |
|
|
2,184.7 |
|
|
Active
Nutrition |
193.3 |
|
|
159.0 |
|
|
713.2 |
|
|
574.7 |
|
|
Private
Brands |
113.4 |
|
|
106.1 |
|
|
432.5 |
|
|
429.1 |
|
|
Weetabix |
112.4 |
|
|
— |
|
|
112.4 |
|
|
— |
|
|
Eliminations |
— |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
|
Total |
$ |
1,448.5 |
|
|
$ |
1,260.8 |
|
|
$ |
5,225.8 |
|
|
$ |
5,026.8 |
|
Segment Profit |
|
|
|
|
|
|
|
|
Post
Consumer Brands |
$ |
86.5 |
|
|
$ |
81.1 |
|
|
$ |
359.0 |
|
|
$ |
302.9 |
|
|
Michael
Foods Group |
61.0 |
|
|
40.6 |
|
|
133.1 |
|
|
276.6 |
|
|
Active
Nutrition |
22.3 |
|
|
2.7 |
|
|
96.4 |
|
|
44.7 |
|
|
Private
Brands |
10.9 |
|
|
7.4 |
|
|
31.5 |
|
|
28.0 |
|
|
Weetabix |
14.5 |
|
|
— |
|
|
14.5 |
|
|
— |
|
|
Total segment
profit |
195.2 |
|
|
131.8 |
|
|
634.5 |
|
|
652.2 |
|
|
General
corporate expenses and other |
52.6 |
|
|
23.5 |
|
|
87.7 |
|
|
106.5 |
|
|
Impairment
of goodwill |
26.5 |
|
|
— |
|
|
26.5 |
|
|
— |
|
|
Interest
expense, net |
85.2 |
|
|
74.2 |
|
|
314.8 |
|
|
306.5 |
|
|
Loss on
extinguishment of debt, net |
— |
|
|
86.4 |
|
|
222.9 |
|
|
86.4 |
|
|
Other
expense (income), net |
8.5 |
|
|
13.5 |
|
|
(91.8 |
) |
|
182.9 |
|
|
|
Earnings (Loss)
before Income Taxes |
$ |
22.4 |
|
|
$ |
(65.8 |
) |
|
$ |
74.4 |
|
|
$ |
(30.1 |
) |
SUPPLEMENTAL MICHAEL FOODS GROUP SEGMENT
INFORMATION (Unaudited)
The below table presents net sales and volume percentage changes
for the current quarter compared to the prior year quarter for
additional products within the Michael Foods Group segment.
Product |
|
Net Sales Percentage Change |
|
Volume Percentage Change |
Potato |
|
9.8 |
% |
|
9.6 |
% |
Cheese |
|
(20.4 |
%) |
|
(23.1 |
%) |
Pasta |
|
(3.0 |
%) |
|
(3.3 |
%) |
PRO FORMA INFORMATION
Pro forma net sales and pro forma volumes, as used in the text
of this release, are defined as the comparison of the GAAP results
for the three-month period ended September 30, 2017 to the same
three-month period in fiscal 2016, adjusted to include results of
the acquired business for the period presented in the table below.
Pro forma net sales and pro forma volumes have not been prepared in
accordance with the requirements of Article 11 of Regulation
S-X.
Business |
|
Type |
|
Segment |
|
Pro Forma Period |
|
National Pasteurized
Eggs |
|
Acquisition |
|
Michael Foods
Group |
|
July 1, 2016 -
September 30, 2016 |
|
Weetabix |
|
Acquisition |
|
Post Consumer
Brands |
|
July 3,
2016 - October 1, 2016 |
|
and Weetabix |
|
RECONCILIATION OF NET SALES TO PRO
FORMA NET SALES (Unaudited)(in
millions)
|
Three Months Ended September 30, |
|
2017 |
|
2016 |
Net Sales |
$ |
1,448.5 |
|
|
$ |
1,260.8 |
|
Pre-acquisition net sales from Weetabix |
— |
|
|
140.8 |
|
Pre-acquisition net sales from National Pasteurized Eggs |
— |
|
|
26.2 |
|
Pro Forma Net
Sales |
$ |
1,448.5 |
|
|
$ |
1,427.8 |
|
|
|
|
|
Post Consumer Brands
Net Sales |
$ |
492.2 |
|
|
$ |
473.1 |
|
Pre-acquisition net sales from Weetabix |
— |
|
|
33.8 |
|
Pro Forma Net
Sales |
$ |
492.2 |
|
|
$ |
506.9 |
|
|
|
|
|
Michael Foods Group Net
Sales |
$ |
537.2 |
|
|
$ |
522.6 |
|
Pre-acquisition net sales from National Pasteurized Eggs |
— |
|
|
26.2 |
|
Pro Forma Net
Sales |
$ |
537.2 |
|
|
$ |
548.8 |
|
|
|
|
|
Weetabix Net Sales |
$ |
112.4 |
|
|
$ |
— |
|
Pre-acquisition net sales from Weetabix |
— |
|
|
107.0 |
|
Pro Forma Net
Sales |
$ |
112.4 |
|
|
$ |
107.0 |
|
RECONCILIATION OF POST CONSUMER BRANDS
VOLUMES PERCENTAGE CHANGETO PRO FORMA POST
CONSUMER BRANDS VOLUMES PERCENTAGE CHANGE (Unaudited)
|
Three Months Ended September 30,
2017 |
Volumes Percentage
Change |
2.9 |
% |
Impact of
inclusion of pre-acquisition volumes of Weetabix |
(5.6 |
%) |
Pro Forma Volumes
Percentage Change |
(2.7 |
%) |
RECONCILIATION OF EGG NET SALES
PERCENTAGE CHANGE AND EGG VOLUMES PERCENTAGE
CHANGETO PRO FORMA EGG NET SALES PERCENTAGE CHANGE
AND PRO FORMA EGG VOLUMES PERCENTAGE CHANGE
(Unaudited)
|
Three Months Ended September 30,
2017 |
Egg Net Sales
Percentage Change |
8.2 |
% |
Impact of
inclusion of pre-acquisition net sales of National Pasteurized
Eggs |
(7.8 |
%) |
Pro Forma Egg Net Sales
Percentage Change |
0.4 |
% |
|
|
Egg Volumes Percentage
Change |
7.9 |
% |
Impact of
inclusion of pre-acquisition volumes of National Pasteurized
Eggs |
(4.5 |
%) |
Pro Forma Egg Volumes
Percentage Change |
3.5 |
% |
EXPLANATION AND RECONCILIATION OF
NON-GAAP MEASURES
The Company 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 profitTotal segment profit represents the
aggregation of the segment profit for each of the Company’s
reportable segments. The Company believes total segment profit is
useful to investors in evaluating the Company’s operating
performance because it facilitates period-to-period comparison of
results of segment operations.
Adjusted net earnings and Adjusted diluted earnings per common
shareThe Company believes Adjusted net earnings and Adjusted
diluted earnings per common share are useful to investors in
evaluating the Company’s operating performance because they exclude
items that affect the comparability of the Company’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:
a. Non-cash mark-to-market adjustments and cash
settlements on interest rate and cross-currency swaps: The Company
has excluded the impact of non-cash mark-to-market adjustments and
cash settlements on interest rate and cross-currency 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 the amount and frequency
of such adjustments and settlements are not consistent. b.
Premium on debt extinguishment: The Company has excluded payments
for premiums on debt extinguishment as such payments are
inconsistent in amount and frequency. Additionally, the Company
believes that these costs do not reflect expected ongoing future
operating expenses and do not contribute to a meaningful evaluation
of the Company’s current operating performance or comparisons of
the Company’s operating performance to other periods. c.
Provision for legal settlement: The Company has excluded gains and
losses recorded to recognize the anticipated or actual resolution
of certain litigation as the Company believes such gains and losses
do not reflect expected ongoing future operating income and
expenses and do not contribute to a meaningful evaluation of the
Company’s current operating performance or comparisons of the
Company’s operating performance to other periods. d. Net
foreign currency gains and losses for purchase price of
acquisition: The Company has excluded net foreign currency gains
and losses for the purchase price of acquisitions as the Company
believes such gains and losses do not reflect expected ongoing
future operating income and expense and do not contribute to a
meaningful evaluation of the Company’s current operating
performance or comparisons of the Company’s operating performance
to other periods. e. Transaction costs and integration costs:
The Company 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 the
Company believes that these exclusions allow for more meaningful
evaluation of the Company’s current operating performance and
comparisons of the Company’s operating performance to other
periods. The Company believes such costs are generally not relevant
to assessing or estimating the long-term performance of acquired
assets as part of the Company or the performance of the divested
assets, and 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 the Company’s ability to
utilize its existing assets and estimate the long-term value that
acquired assets will generate for the Company. Furthermore, the
Company believes that the adjustments of these items more closely
correlate with the sustainability of the Company’s operating
performance. f. Impairment of goodwill: The Company has
excluded expenses for impairments of goodwill as such non-cash
amounts are inconsistent in amount and frequency and the Company
believes that these costs do not reflect expected ongoing future
operating expenses and do not contribute to a meaningful evaluation
of the Company’s current operating performance or comparisons of
the Company’s operating performance to other periods.g.
Restructuring and plant closure costs, including accelerated
depreciation: The Company has excluded certain costs associated
with facility closures as the amount and frequency of such
adjustments are not consistent. Additionally, the Company believes
that these costs do not reflect expected ongoing future operating
expenses and do not contribute to a meaningful evaluation of the
Company’s current operating performance or comparisons of the
Company’s operating performance to other periods. h. Assets
held for sale: The Company 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, the Company believes that these adjustments do not
reflect expected ongoing future operating expenses and do not
contribute to a meaningful evaluation of the Company’s current
operating performance or comparisons of the Company’s operating
performance to other periods. i. Inventory valuation
adjustments on acquired businesses: The Company 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 the Company’s
acquisitions. j. Mark-to-market adjustments on commodity and
foreign exchange hedges: The Company 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. k. Gain on sale of business: The Company has
excluded gains recorded on divestitures as the amount and frequency
of such gains are not consistent. Additionally, the Company
believes that these gains do not reflect expected ongoing future
operating income and do not contribute to a meaningful evaluation
of the Company’s current operating performance or comparisons of
the Company’s operating performance to other periods. l.
Foreign currency gains and losses on intercompany loans: The
Company 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 Company performance to allow for more meaningful
comparisons of performance to other periods. m. Income Tax:
The Company has included the income tax impact of the non-GAAP
adjustments using the statutory income tax rate, as noted in the
footnote of the reconciliation tables, as the Company believes that
the Company’s GAAP effective income tax rate as reported is not
representative of the income tax expense impact of the adjustments.
n. Preferred stock: The Company 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 EBITDAThe Company believes
that Adjusted EBITDA is useful to investors in evaluating the
Company’s operating performance and liquidity because (i) we
believe 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 the Company’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
the Company is required to comply with certain covenants and
limitations that are based on variations of EBITDA in the Company’s
financing documents. The Company believes that segment Adjusted
EBITDA is useful to investors in evaluating the Company’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 interest expense, net, income tax expense (benefit),
depreciation and amortization, as well as the adjustments discussed
above reflected in Adjusted net earnings and Adjusted diluted
earnings per common share, but do not adjust for the premium on
debt extinguishment, income tax and preferred stock adjustments as
discussed above, and adjust for the following items:
o. Loss on extinguishment of debt, net: The Company
has excluded net 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, as such losses are inconsistent in amount and frequency.
Additionally, the Company believes that these costs do not reflect
expected ongoing future operating expenses and do not contribute to
a meaningful evaluation of the Company’s current operating
performance or comparisons of the Company’s operating performance
to other periods. p. Non-cash stock-based compensation: The
Company’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. The Company 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 the Company’s operating performance to other periods. q.
Noncontrolling interest adjustment: The Company has included
adjustments for interest expense, income tax expense, and
depreciation and amortization for consolidated joint ventures which
are attributable to the noncontrolling owners of the consolidated
joint ventures. r. Equity method investment
adjustment: The Company has included adjustments for its
portion of interest expense, income tax expense, and depreciation
and amortization for unconsolidated joint
ventures.
RECONCILIATION OF NET EARNINGS (LOSS)
AVAILABLE TO COMMON SHAREHOLDERSTO ADJUSTED NET
EARNINGS (Unaudited)(in millions)
|
|
Three Months Ended September 30, |
|
Year Ended September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Net
Earnings (Loss) Available to Common Shareholders |
$ |
10.9 |
|
|
$ |
(40.4 |
) |
|
$ |
34.8 |
|
|
$ |
(28.4 |
) |
Dilutive
preferred stock dividends |
— |
|
|
— |
|
|
— |
|
|
— |
|
Net
Earnings (Loss) for Diluted Earnings (Loss) per Share |
10.9 |
|
|
(40.4 |
) |
|
34.8 |
|
|
(28.4 |
) |
|
|
|
|
|
|
|
|
Adjustments: |
|
|
|
|
|
|
|
|
Non-cash mark-to-market
adjustments and cash settlements on interest rate and
cross-currency swaps |
8.5 |
|
|
13.5 |
|
|
(91.8 |
) |
|
182.9 |
|
|
Premium on debt
extinguishment |
— |
|
|
88.0 |
|
|
219.8 |
|
|
88.0 |
|
|
Provision for legal
settlement |
— |
|
|
24.0 |
|
|
73.6 |
|
|
34.0 |
|
|
Net foreign currency
losses (gains) for purchase price of acquisition |
3.5 |
|
|
— |
|
|
(30.0 |
) |
|
— |
|
|
Transaction costs |
23.0 |
|
|
0.1 |
|
|
29.1 |
|
|
1.2 |
|
|
Integration costs |
3.0 |
|
|
2.3 |
|
|
8.8 |
|
|
19.3 |
|
|
Impairment of
goodwill |
26.5 |
|
|
— |
|
|
26.5 |
|
|
— |
|
|
Restructuring and plant
closure costs, including accelerated depreciation |
— |
|
|
0.3 |
|
|
0.2 |
|
|
6.7 |
|
|
Assets held for
sale |
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
|
9.3 |
|
|
Inventory valuation
adjustments on acquired businesses |
18.2 |
|
|
— |
|
|
18.2 |
|
|
1.1 |
|
|
Mark-to-market
adjustments on commodity and foreign exchange hedges |
(0.1 |
) |
|
4.5 |
|
|
(3.9 |
) |
|
(0.9 |
) |
|
Gain on sale of
business |
— |
|
|
— |
|
|
— |
|
|
(2.0 |
) |
|
Foreign currency gain
on intercompany loans |
— |
|
|
— |
|
|
— |
|
|
(0.1 |
) |
|
Total Net
Adjustments |
82.6 |
|
|
132.5 |
|
|
250.3 |
|
|
339.5 |
|
Income tax
effect on adjustments (1) |
(28.9 |
) |
|
(46.4 |
) |
|
(87.6 |
) |
|
(118.8 |
) |
Non-GAAP
dilutive preferred stock dividends adjustment (2) |
3.3 |
|
|
3.4 |
|
|
13.5 |
|
|
13.5 |
|
Adjusted Net Earnings |
$ |
67.9 |
|
|
$ |
49.1 |
|
|
$ |
211.0 |
|
|
$ |
205.8 |
|
|
|
|
|
|
|
|
|
|
(1) Income
tax effect on adjustments is calculated using the statutory rate of
35.0% for all periods. |
(2)
Potentially dilutive convertible preferred stock is calculated
using the “if-converted” method. On a GAAP basis, the convertible
preferred stock was anti-dilutive for all periods. On an adjusted
basis, a portion of the convertible preferred stock was dilutive
for all periods. The adjustment in the table above reflects the add
back of dividends related to the portion of the convertible
preferred stock that was dilutive on an adjusted basis. |
|
RECONCILIATION OF WEIGHTED-AVERAGE
DILUTED SHARES OUTSTANDINGTO ADJUSTED
WEIGHTED-AVERAGE DILUTED SHARES OUTSTANDING
(Unaudited)(in millions)
Adjusted diluted earnings per share is based on the
weighted-average number of common shares used for the Diluted
Earnings (Loss) per Common Share calculation, potentially adjusted
for dilutive securities that were anti-dilutive for Diluted
Earnings (Loss) per Common Share.
|
|
Three Months Ended September 30, |
|
Year Ended September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Weighted-average shares for diluted earnings (loss) per share |
68.3 |
|
|
69.6 |
|
|
69.9 |
|
|
68.8 |
|
Effect of
securities that were anti-dilutive for diluted earnings (loss) per
share: |
|
|
|
|
|
|
|
|
Stock options |
— |
|
|
1.3 |
|
|
— |
|
|
1.2 |
|
|
Stock appreciation
rights |
— |
|
|
0.1 |
|
|
— |
|
|
0.1 |
|
|
Restricted stock
awards |
— |
|
|
0.2 |
|
|
— |
|
|
0.3 |
|
|
Preferred shares
conversion to common (1) |
9.1 |
|
|
9.1 |
|
|
9.1 |
|
|
9.1 |
|
Adjusted
weighted-average shares for adjusted diluted earnings per
share |
77.4 |
|
|
80.3 |
|
|
79.0 |
|
|
79.5 |
|
|
|
|
|
|
|
|
|
|
(1)
Potentially dilutive convertible preferred stock is calculated
using the “if-converted” method. On a GAAP basis, the convertible
preferred stock was anti-dilutive for all periods. On an adjusted
basis, a portion of the convertible preferred stock was dilutive
for all periods. The adjustments in the table above reflect the
portion of weighted-average shares of the convertible preferred
stock that were dilutive on an adjusted basis. |
|
RECONCILIATION OF DILUTED EARNINGS (LOSS)
PER COMMON SHARETO ADJUSTED DILUTED EARNINGS PER
COMMON SHARE (Unaudited)
|
|
Three Months Ended September 30, |
|
Year Ended September 30, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Diluted Earnings (Loss) per Common Share |
$ |
0.16 |
|
|
$ |
(0.58 |
) |
|
$ |
0.50 |
|
|
$ |
(0.41 |
) |
Adjustment to Diluted Earnings (Loss) per Common Share
(1) |
(0.02 |
) |
|
0.08 |
|
|
(0.06 |
) |
|
0.05 |
|
Adjusted Diluted Earnings (Loss) per Common Share, as
calculated using adjusted weighted-average diluted shares
(1) |
0.14 |
|
|
(0.50 |
) |
|
0.44 |
|
|
(0.36 |
) |
|
|
|
|
|
|
|
|
Adjustments (2): |
|
|
|
|
|
|
|
|
Non-cash mark-to-market
adjustments and cash settlements on interest rate and
cross-currency swaps |
0.11 |
|
|
0.17 |
|
|
(1.16 |
) |
|
2.30 |
|
|
Premium on debt
extinguishment |
— |
|
|
1.09 |
|
|
2.78 |
|
|
1.11 |
|
|
Provision for legal
settlement |
— |
|
|
0.30 |
|
|
0.93 |
|
|
0.43 |
|
|
Net foreign currency
losses (gains) for purchase price of acquisition |
0.05 |
|
|
— |
|
|
(0.38 |
) |
|
— |
|
|
Transaction costs |
0.30 |
|
|
— |
|
|
0.37 |
|
|
0.02 |
|
|
Integration costs |
0.04 |
|
|
0.03 |
|
|
0.11 |
|
|
0.24 |
|
|
Impairment of
goodwill |
0.34 |
|
|
— |
|
|
0.34 |
|
|
— |
|
|
Restructuring and plant
closure costs, including accelerated depreciation |
— |
|
|
— |
|
|
— |
|
|
0.08 |
|
|
Assets held for
sale |
— |
|
|
— |
|
|
— |
|
|
0.12 |
|
|
Inventory valuation
adjustments on acquired businesses |
0.23 |
|
|
— |
|
|
0.23 |
|
|
0.01 |
|
|
Mark-to-market
adjustments on commodity and foreign exchange hedges |
— |
|
|
0.06 |
|
|
(0.05 |
) |
|
(0.01 |
) |
|
Gain on sale of
business |
— |
|
|
— |
|
|
— |
|
|
(0.03 |
) |
|
Total Net
Adjustments |
1.07 |
|
|
1.65 |
|
|
3.17 |
|
|
4.27 |
|
Income tax
effect on adjustments (3) |
(0.37 |
) |
|
(0.58 |
) |
|
(1.11 |
) |
|
(1.49 |
) |
Non-GAAP
dilutive preferred stock dividends adjustment (4) |
0.04 |
|
|
0.04 |
|
|
0.17 |
|
|
0.17 |
|
Adjusted Diluted Earnings per Common Share |
$ |
0.88 |
|
|
$ |
0.61 |
|
|
$ |
2.67 |
|
|
$ |
2.59 |
|
|
|
|
|
|
|
|
|
|
(1)
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). |
(2) Per
share adjustments are based on adjusted weighted-average diluted
shares (as reconciled in the prior table). |
(3) Income
tax effect on adjustments is calculated using the statutory rate of
35.0% for all periods. |
(4)
Potentially dilutive convertible preferred stock is calculated
using the “if-converted” method. On a GAAP basis, the convertible
preferred stock was anti-dilutive for all periods. On an adjusted
basis, a portion of the convertible preferred stock was dilutive
for all periods. The adjustment in the table above reflects the add
back of dividends related to the portion of the convertible
preferred stock that was dilutive on an adjusted basis. |
|
RECONCILIATION OF NET EARNINGS (LOSS) TO
ADJUSTED EBITDA (Unaudited)(in
millions)
|
Three Months Ended September 30, |
|
Year Ended September 30, |
|
2017 |
|
2016 |
|
2017 |
|
2016 |
Net Earnings
(Loss) |
$ |
14.2 |
|
|
$ |
(37.0 |
) |
|
$ |
48.3 |
|
|
$ |
(3.3 |
) |
Income tax expense
(benefit) |
8.2 |
|
|
(28.8 |
) |
|
26.1 |
|
|
(26.8 |
) |
Interest expense,
net |
85.2 |
|
|
74.2 |
|
|
314.8 |
|
|
306.5 |
|
Loss on extinguishment
of debt, net |
— |
|
|
86.4 |
|
|
222.9 |
|
|
86.4 |
|
Non-cash mark-to-market
adjustments and cash settlements on interest rate and
cross-currency swaps |
8.5 |
|
|
13.5 |
|
|
(91.8 |
) |
|
182.9 |
|
Depreciation and
amortization, including accelerated depreciation |
90.2 |
|
|
75.9 |
|
|
323.1 |
|
|
302.8 |
|
Provision for legal
settlement |
— |
|
|
24.0 |
|
|
73.6 |
|
|
34.0 |
|
Net foreign currency
losses (gains) for purchase price of acquisition |
3.5 |
|
|
— |
|
|
(30.0 |
) |
|
— |
|
Non-cash stock-based
compensation |
6.2 |
|
|
4.3 |
|
|
23.6 |
|
|
17.2 |
|
Transaction costs |
23.0 |
|
|
0.1 |
|
|
29.1 |
|
|
1.2 |
|
Integration costs |
3.0 |
|
|
2.3 |
|
|
8.8 |
|
|
19.3 |
|
Impairment of
goodwill |
26.5 |
|
|
— |
|
|
26.5 |
|
|
— |
|
Restructuring and plant
closure costs |
— |
|
|
0.3 |
|
|
0.2 |
|
|
6.3 |
|
Assets held for
sale |
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
|
9.3 |
|
Inventory valuation
adjustments on acquired businesses |
18.2 |
|
|
— |
|
|
18.2 |
|
|
1.1 |
|
Mark-to-market
adjustments on commodity and foreign exchange hedges |
(0.1 |
) |
|
4.5 |
|
|
(3.9 |
) |
|
(0.9 |
) |
Gain on sale of
business |
— |
|
|
— |
|
|
— |
|
|
(2.0 |
) |
Noncontrolling interest
adjustment |
(0.4 |
) |
|
— |
|
|
(0.4 |
) |
|
— |
|
Equity method
investment adjustment |
0.2 |
|
|
— |
|
|
0.2 |
|
|
— |
|
Foreign currency gain
on intercompany loans |
— |
|
|
— |
|
|
— |
|
|
(0.1 |
) |
Adjusted
EBITDA |
$ |
286.4 |
|
|
$ |
219.5 |
|
|
$ |
989.1 |
|
|
$ |
933.9 |
|
Adjusted EBITDA
as a percentage of Net Sales |
19.8 |
% |
|
17.4 |
% |
|
18.9 |
% |
|
18.6 |
% |
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED
SEPTEMBER 30, 2017(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment
Profit |
$ |
86.5 |
|
|
$ |
61.0 |
|
|
$ |
22.3 |
|
|
$ |
10.9 |
|
|
$ |
14.5 |
|
|
$ |
— |
|
|
$ |
195.2 |
|
General corporate
expenses and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(52.6 |
) |
|
(52.6 |
) |
Impairment of
goodwill |
— |
|
|
— |
|
|
(26.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(26.5 |
) |
Operating
Profit (Loss) |
86.5 |
|
|
61.0 |
|
|
(4.2 |
) |
|
10.9 |
|
|
14.5 |
|
|
(52.6 |
) |
|
116.1 |
|
Depreciation and
amortization |
32.5 |
|
|
37.5 |
|
|
6.5 |
|
|
5.0 |
|
|
7.7 |
|
|
1.0 |
|
|
90.2 |
|
Net foreign currency
losses for purchase price of acquisition |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3.5 |
|
|
3.5 |
|
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6.2 |
|
|
6.2 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23.0 |
|
|
23.0 |
|
Integration costs |
3.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3.0 |
|
Impairment of
goodwill |
— |
|
|
— |
|
|
26.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
26.5 |
|
Inventory valuation
adjustments on acquired businesses |
3.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
15.2 |
|
|
— |
|
|
18.2 |
|
Mark-to-market
adjustments on commodity and foreign exchange hedges |
(0.1 |
) |
|
0.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.5 |
) |
|
(0.1 |
) |
Noncontrolling interest
adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.4 |
) |
|
— |
|
|
(0.4 |
) |
Equity method
investment adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.2 |
|
|
— |
|
|
0.2 |
|
Adjusted
EBITDA |
$ |
124.9 |
|
|
$ |
99.0 |
|
|
$ |
28.8 |
|
|
$ |
15.9 |
|
|
$ |
37.2 |
|
|
$ |
(19.4 |
) |
|
$ |
286.4 |
|
Adjusted EBITDA
as a percentage of Net Sales |
25.4 |
% |
|
18.4 |
% |
|
14.9 |
% |
|
14.0 |
% |
|
33.1 |
% |
|
— |
|
|
19.8 |
% |
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED
SEPTEMBER 30, 2016(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment
Profit |
$ |
81.1 |
|
|
$ |
40.6 |
|
|
$ |
2.7 |
|
|
$ |
7.4 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
131.8 |
|
General corporate
expenses and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(23.5 |
) |
|
(23.5 |
) |
Operating
Profit |
81.1 |
|
|
40.6 |
|
|
2.7 |
|
|
7.4 |
|
|
— |
|
|
(23.5 |
) |
|
108.3 |
|
Depreciation and
amortization |
28.5 |
|
|
35.2 |
|
|
6.2 |
|
|
4.9 |
|
|
— |
|
|
1.1 |
|
|
75.9 |
|
Provision for legal
settlement |
— |
|
|
18.5 |
|
|
5.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
24.0 |
|
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4.3 |
|
|
4.3 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
0.1 |
|
Integration costs |
2.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2.3 |
|
Restructuring and plant
closure costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.3 |
|
|
0.3 |
|
Assets held for
sale |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
Mark-to-market
adjustments on commodity hedges |
— |
|
|
3.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
1.2 |
|
|
4.5 |
|
Foreign currency (gain)
loss on intercompany loans |
— |
|
|
(0.1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
— |
|
Adjusted
EBITDA |
$ |
111.9 |
|
|
$ |
97.5 |
|
|
$ |
14.4 |
|
|
$ |
12.3 |
|
|
$ |
— |
|
|
$ |
(16.6 |
) |
|
$ |
219.5 |
|
Adjusted EBITDA
as a percentage of Net Sales |
23.7 |
% |
|
18.7 |
% |
|
9.1 |
% |
|
11.6 |
% |
|
— |
|
|
— |
|
|
17.4 |
% |
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)YEAR ENDED SEPTEMBER
30, 2017(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment
Profit |
$ |
359.0 |
|
|
$ |
133.1 |
|
|
$ |
96.4 |
|
|
$ |
31.5 |
|
|
$ |
14.5 |
|
|
$ |
— |
|
|
$ |
634.5 |
|
General corporate
expenses and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(87.7 |
) |
|
(87.7 |
) |
Impairment of
goodwill |
— |
|
|
— |
|
|
(26.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(26.5 |
) |
Operating
Profit |
359.0 |
|
|
133.1 |
|
|
69.9 |
|
|
31.5 |
|
|
14.5 |
|
|
(87.7 |
) |
|
520.3 |
|
Depreciation and
amortization |
118.8 |
|
|
147.5 |
|
|
25.3 |
|
|
20.1 |
|
|
7.7 |
|
|
3.7 |
|
|
323.1 |
|
Provision for legal
settlement |
(0.9 |
) |
|
74.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
73.6 |
|
Net foreign currency
gains for purchase price of acquisition |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(30.0 |
) |
|
(30.0 |
) |
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23.6 |
|
|
23.6 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
29.1 |
|
|
29.1 |
|
Integration costs |
8.8 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8.8 |
|
Impairment of
goodwill |
— |
|
|
— |
|
|
26.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
26.5 |
|
Restructuring and plant
closure costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.2 |
|
|
0.2 |
|
Assets held for
sale |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
Inventory valuation
adjustments on acquired businesses |
3.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
15.2 |
|
|
— |
|
|
18.2 |
|
Mark-to-market
adjustments on commodity and foreign exchange hedges |
(0.1 |
) |
|
(1.9 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1.9 |
) |
|
(3.9 |
) |
Noncontrolling interest
adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.4 |
) |
|
— |
|
|
(0.4 |
) |
Equity method
investment adjustment |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.2 |
|
|
— |
|
|
0.2 |
|
Adjusted
EBITDA |
$ |
488.6 |
|
|
$ |
353.2 |
|
|
$ |
121.7 |
|
|
$ |
51.6 |
|
|
$ |
37.2 |
|
|
$ |
(63.2 |
) |
|
$ |
989.1 |
|
Adjusted EBITDA
as a percentage of Net Sales |
26.4 |
% |
|
16.7 |
% |
|
17.1 |
% |
|
11.9 |
% |
|
33.1 |
% |
|
— |
|
|
18.9 |
% |
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)YEAR ENDED SEPTEMBER
30, 2016(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment
Profit |
$ |
302.9 |
|
|
$ |
276.6 |
|
|
$ |
44.7 |
|
|
$ |
28.0 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
652.2 |
|
General corporate
expenses and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(106.5 |
) |
|
(106.5 |
) |
Operating
Profit |
302.9 |
|
|
276.6 |
|
|
44.7 |
|
|
28.0 |
|
|
— |
|
|
(106.5 |
) |
|
545.7 |
|
Depreciation and
amortization, including accelerated depreciation |
111.7 |
|
|
141.2 |
|
|
25.0 |
|
|
18.9 |
|
|
— |
|
|
6.0 |
|
|
302.8 |
|
Provision for legal
settlement |
— |
|
|
28.5 |
|
|
5.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
34.0 |
|
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
17.2 |
|
|
17.2 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.2 |
|
|
1.2 |
|
Integration costs |
19.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
19.3 |
|
Restructuring and plant
closure costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6.3 |
|
|
6.3 |
|
Assets held for
sale |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
9.3 |
|
|
9.3 |
|
Inventory valuation
adjustments on acquired businesses |
— |
|
|
1.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.1 |
|
Mark-to-market
adjustments on commodity hedges |
(0.2 |
) |
|
1.7 |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.4 |
) |
|
(0.9 |
) |
Gain on sale of
business |
— |
|
|
(2.0 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(2.0 |
) |
Foreign currency (gain)
loss on intercompany loans |
— |
|
|
(0.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
0.4 |
|
|
(0.1 |
) |
Adjusted
EBITDA |
$ |
433.7 |
|
|
$ |
446.6 |
|
|
$ |
75.2 |
|
|
$ |
46.9 |
|
|
$ |
— |
|
|
$ |
(68.5 |
) |
|
$ |
933.9 |
|
Adjusted EBITDA
as a percentage of Net Sales |
23.6 |
% |
|
20.4 |
% |
|
13.1 |
% |
|
10.9 |
% |
|
— |
|
|
— |
|
|
18.6 |
% |
|
HISTORICAL SEGMENT INFORMATION
(Unaudited)(in millions)
Effective as of the quarter ended September 30, 2017, Post has
changed its reportable segments. The following tables present
adjusted historical segment information aligned with the adjusted
segment reporting structure for the historical periods of the three
months ended December 31, 2016, March 31, 2017 and June 30,
2017.
|
|
Three Months Ended |
|
|
December
31,2016 |
|
March 31,2017 |
|
June 30,2017 |
Net Sales |
|
Post
Consumer Brands |
$ |
447.4 |
|
|
$ |
458.3 |
|
|
$ |
453.6 |
|
|
Michael
Foods Group |
539.8 |
|
|
515.0 |
|
|
524.2 |
|
|
Active
Nutrition |
153.9 |
|
|
177.3 |
|
|
188.7 |
|
|
Private
Brands |
108.7 |
|
|
104.8 |
|
|
105.6 |
|
|
Weetabix |
— |
|
|
— |
|
|
— |
|
|
Total |
$ |
1,249.8 |
|
|
$ |
1,255.4 |
|
|
$ |
1,272.1 |
|
Segment Profit (Loss) |
|
|
|
|
|
|
Post
Consumer Brands |
$ |
82.9 |
|
|
$ |
92.1 |
|
|
$ |
97.5 |
|
|
Michael
Foods Group |
(17.0 |
) |
|
42.7 |
|
|
46.4 |
|
|
Active
Nutrition |
24.9 |
|
|
21.2 |
|
|
28.0 |
|
|
Private
Brands |
5.7 |
|
|
7.5 |
|
|
7.4 |
|
|
Weetabix |
— |
|
|
— |
|
|
— |
|
|
Total segment
profit |
96.5 |
|
|
163.5 |
|
|
179.3 |
|
|
General
corporate expenses (income) and other |
20.3 |
|
|
26.0 |
|
|
(11.2 |
) |
|
Interest
expense, net |
72.9 |
|
|
80.2 |
|
|
76.5 |
|
|
Loss on
extinguishment of debt, net |
— |
|
|
62.5 |
|
|
160.4 |
|
|
Other
(income) expense, net |
(144.5 |
) |
|
(1.0 |
) |
|
45.2 |
|
|
|
Earnings (Loss)
before Income Taxes |
$ |
147.8 |
|
|
$ |
(4.2 |
) |
|
$ |
(91.6 |
) |
HISTORICAL RECONCILIATION OF NET EARNINGS
(LOSS) TO ADJUSTED EBITDA (Unaudited)(in
millions)
|
Three Months Ended |
|
December 31,2016 |
|
March 31,2017 |
|
June 30,2017 |
Net Earnings
(Loss) |
$ |
97.6 |
|
|
$ |
(4.0 |
) |
|
$ |
(59.5 |
) |
Income tax expense
(benefit) |
50.2 |
|
|
(0.2 |
) |
|
(32.1 |
) |
Interest expense,
net |
72.9 |
|
|
80.2 |
|
|
76.5 |
|
Loss on extinguishment
of debt |
— |
|
|
62.5 |
|
|
160.4 |
|
Non-cash mark-to-market
adjustments and cash settlements on interest rate and
cross-currency swaps |
(144.5 |
) |
|
(1.0 |
) |
|
45.2 |
|
Depreciation and
amortization |
77.1 |
|
|
78.0 |
|
|
77.8 |
|
Provision for legal
settlement |
74.5 |
|
|
(0.9 |
) |
|
— |
|
Net foreign currency
gains for purchase price of acquisition |
— |
|
|
— |
|
|
(33.5 |
) |
Non-cash stock-based
compensation |
4.9 |
|
|
6.5 |
|
|
6.0 |
|
Transaction costs |
0.1 |
|
|
2.6 |
|
|
3.4 |
|
Integration costs |
0.5 |
|
|
4.3 |
|
|
1.0 |
|
Restructuring and plant
closure costs |
0.2 |
|
|
— |
|
|
— |
|
Assets held for
sale |
(0.2 |
) |
|
— |
|
|
— |
|
Mark-to-market
adjustments on commodity hedges |
(3.4 |
) |
|
0.7 |
|
|
(1.1 |
) |
Foreign currency loss
(gain) on intercompany loans |
0.2 |
|
|
(0.2 |
) |
|
— |
|
Adjusted
EBITDA |
$ |
230.1 |
|
|
$ |
228.5 |
|
|
$ |
244.1 |
|
Adjusted EBITDA
as a percentage of Net Sales |
18.4 |
% |
|
18.2 |
% |
|
19.2 |
% |
RECONCILIATION OF SEGMENT PROFIT (LOSS)
TO ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED
DECEMBER 31, 2016(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment Profit
(Loss) |
$ |
82.9 |
|
|
$ |
(17.0 |
) |
|
$ |
24.9 |
|
|
$ |
5.7 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
96.5 |
|
General corporate
expenses and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(20.3 |
) |
|
(20.3 |
) |
Operating
Profit (Loss) |
82.9 |
|
|
(17.0 |
) |
|
24.9 |
|
|
5.7 |
|
|
— |
|
|
(20.3 |
) |
|
76.2 |
|
Depreciation and
amortization |
28.4 |
|
|
36.7 |
|
|
6.2 |
|
|
4.9 |
|
|
— |
|
|
0.9 |
|
|
77.1 |
|
Provision for legal
settlement |
— |
|
|
74.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
74.5 |
|
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4.9 |
|
|
4.9 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
|
0.1 |
|
Integration costs |
0.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.5 |
|
Restructuring and plant
closure costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.2 |
|
|
0.2 |
|
Assets held for
sale |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
Mark-to-market
adjustments on commodity hedges |
— |
|
|
(1.9 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(1.5 |
) |
|
(3.4 |
) |
Foreign currency loss
on intercompany loans |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.2 |
|
|
0.2 |
|
Adjusted
EBITDA |
$ |
111.8 |
|
|
$ |
92.3 |
|
|
$ |
31.1 |
|
|
$ |
10.6 |
|
|
$ |
— |
|
|
$ |
(15.7 |
) |
|
$ |
230.1 |
|
Adjusted EBITDA
as a percentage of Net Sales |
25.0 |
% |
|
17.1 |
% |
|
20.2 |
% |
|
9.8 |
% |
|
— |
|
|
— |
|
|
18.4 |
% |
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED
MARCH 31, 2017(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment
Profit |
$ |
92.1 |
|
|
$ |
42.7 |
|
|
$ |
21.2 |
|
|
$ |
7.5 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
163.5 |
|
General corporate
expenses and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(26.0 |
) |
|
(26.0 |
) |
Operating
Profit |
92.1 |
|
|
42.7 |
|
|
21.2 |
|
|
7.5 |
|
|
— |
|
|
(26.0 |
) |
|
137.5 |
|
Depreciation and
amortization |
28.9 |
|
|
36.8 |
|
|
6.3 |
|
|
5.1 |
|
|
— |
|
|
0.9 |
|
|
78.0 |
|
Provision for legal
settlement |
(0.9 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.9 |
) |
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6.5 |
|
|
6.5 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2.6 |
|
|
2.6 |
|
Integration costs |
4.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
4.3 |
|
Mark-to-market
adjustments on commodity hedges |
— |
|
|
(0.5 |
) |
|
— |
|
|
— |
|
|
— |
|
|
1.2 |
|
|
0.7 |
|
Foreign currency loss
on intercompany loans |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(0.2 |
) |
|
(0.2 |
) |
Adjusted
EBITDA |
$ |
124.4 |
|
|
$ |
79.0 |
|
|
$ |
27.5 |
|
|
$ |
12.6 |
|
|
$ |
— |
|
|
$ |
(15.0 |
) |
|
$ |
228.5 |
|
Adjusted EBITDA
as a percentage of Net Sales |
27.1 |
% |
|
15.3 |
% |
|
15.5 |
% |
|
12.0 |
% |
|
— |
|
|
— |
|
|
18.2 |
% |
|
RECONCILIATION OF SEGMENT PROFIT TO
ADJUSTED EBITDA (Unaudited)THREE MONTHS ENDED JUNE
30, 2017(in millions)
|
Post Consumer Brands |
|
Michael Foods Group |
|
Active Nutrition |
|
Private Brands |
|
Weetabix |
|
Corporate/ Other |
|
Total |
Segment
Profit |
$ |
97.5 |
|
|
$ |
46.4 |
|
|
$ |
28.0 |
|
|
$ |
7.4 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
179.3 |
|
General corporate
income and other |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
11.2 |
|
|
11.2 |
|
Operating
Profit |
97.5 |
|
|
46.4 |
|
|
28.0 |
|
|
7.4 |
|
|
— |
|
|
11.2 |
|
|
190.5 |
|
Depreciation and
amortization |
29.0 |
|
|
36.5 |
|
|
6.3 |
|
|
5.1 |
|
|
— |
|
|
0.9 |
|
|
77.8 |
|
Net foreign currency
gains for purchase price of acquisition |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(33.5 |
) |
|
(33.5 |
) |
Non-cash stock-based
compensation |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
6.0 |
|
|
6.0 |
|
Transaction costs |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3.4 |
|
|
3.4 |
|
Integration costs |
1.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.0 |
|
Mark-to-market
adjustments on commodity hedges |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.1 |
) |
|
(1.1 |
) |
Adjusted
EBITDA |
$ |
127.5 |
|
|
$ |
82.9 |
|
|
$ |
34.3 |
|
|
$ |
12.5 |
|
|
$ |
— |
|
|
$ |
(13.1 |
) |
|
$ |
244.1 |
|
Adjusted EBITDA
as a percentage of Net Sales |
28.1 |
% |
|
15.8 |
% |
|
18.2 |
% |
|
11.8 |
% |
|
— |
|
|
— |
|
|
19.2 |
% |
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