Missouri | 1-35305 | 45-3355106 |
(State of Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
Date: March 10, 2014 | Post Holdings, Inc. | |
(Registrant) | ||
By: | /s/ Robert V. Vitale | |
Name: Robert V. Vitale | ||
Title: Chief Financial Officer |
Exhibit No. | Description |
99.1 | Excerpts from Preliminary Offering Circular |
• | We have experienced elevated costs supporting M&A activity, primarily consisting of increased audit fees for pending or completed acquisitions, due diligence fees on abandoned acquisitions, outside service fees related to IT integrations, and increased headcount to support a larger footprint. Management will continue to prioritize investment in integration and additional M&A over near-term profit targets; |
• | As expected, in late 2013 and early 2014, Dakota Growers lost certain ingredient customers who insourced manufacturing of their ingredients. The replacement of volume is developing more slowly than expected. Management believes Dakota Growers has a strong pipeline of business development opportunities. Some are under contract, and some are in late stage discussions. Management expects Dakota Growers to return to historical volume levels in 2015; |
• | Post management has seen ongoing softness in the RTE cereal category in Post's second fiscal quarter, resulting in a revision to the outlook for the Post Foods business for fiscal 2014. Management believes the RTE cereal category will return to a single digit growth rate in 2015. |
Year Ended September 30, | Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||
2011 | 2012 | 2013 | 2012 | 2013 | 2013 | ||||||||||||||||||
Statements of Operations Data: | |||||||||||||||||||||||
Net sales | $ | 968.2 | $ | 958.9 | $ | 1,034.1 | $ | 236.9 | $ | 297.0 | $ | 1,094.2 | |||||||||||
Cost of goods sold(1) | (516.6 | ) | (530.0 | ) | (609.2 | ) | (131.2 | ) | (182.5 | ) | (660.5 | ) | |||||||||||
Gross profit | 451.6 | 428.9 | 424.9 | 105.7 | 114.5 | 433.7 | |||||||||||||||||
Selling, general and administrative expenses(2) | (239.5 | ) | (274.5 | ) | (294.4 | ) | (72.1 | ) | (83.0 | ) | (305.3 | ) | |||||||||||
Amortization of intangible assets | (12.6 | ) | (12.6 | ) | (14.6 | ) | (3.2 | ) | (5.7 | ) | (17.1 | ) | |||||||||||
Impairment of goodwill and other intangible assets(3) | (566.5 | ) | — | (2.9 | ) | — | — | (2.9 | ) | ||||||||||||||
Restructuring expense(4) | — | — | (3.8 | ) | — | (0.5 | ) | (4.3 | ) | ||||||||||||||
Other operating expenses, net | (1.6 | ) | (2.7 | ) | (1.4 | ) | (0.1 | ) | (0.1 | ) | (1.4 | ) | |||||||||||
Operating profit (loss) | (368.6 | ) | 139.1 | 107.8 | 30.3 | 25.2 | 102.7 | ||||||||||||||||
Interest expense(5) | (51.5 | ) | (60.3 | ) | (85.5 | ) | (19.2 | ) | (29.0 | ) | (95.3 | ) | |||||||||||
Other (expense) income | (10.5 | ) | 1.6 | — | — | — | — | ||||||||||||||||
(Loss) earnings before income taxes | (430.6 | ) | 80.4 | 22.3 | 11.1 | (3.8 | ) | 7.4 | |||||||||||||||
Income tax benefit (provision) | 6.3 | (30.5 | ) | (7.1 | ) | (3.5 | ) | 1.4 | (2.2 | ) | |||||||||||||
Net (loss) earnings | (424.3 | ) | 49.9 | 15.2 | 7.6 | (2.4 | ) | 5.2 | |||||||||||||||
Preferred stock dividends | — | — | (5.4 | ) | — | (2.6 | ) | (8.0 | ) | ||||||||||||||
Net (loss) earnings available to common stockholders | $ | (424.3 | ) | $ | 49.9 | $ | 9.8 | $ | 7.6 | $ | (5.0 | ) | $ | (2.8 | ) |
Year Ended September 30, | Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||
2011 | 2012 | 2013 | 2012 | 2013 | 2013 | ||||||||||||||||||
Statements of Cash Flow Data: | |||||||||||||||||||||||
Depreciation and amortization | $ | 58.7 | $ | 63.2 | $ | 76.8 | $ | 16.2 | $ | 21.1 | $ | 81.7 | |||||||||||
Cash provided (used) by: | |||||||||||||||||||||||
Operating activities | 143.8 | 144.0 | 119.2 | 23.6 | 24.9 | 120.5 | |||||||||||||||||
Investing activities | (14.9 | ) | (30.9 | ) | (423.8 | ) | (14.2 | ) | (345.7 | ) | (755.3 | ) | |||||||||||
Financing activities | (132.1 | ) | (57.1 | ) | 648.8 | 243.4 | 804.6 | 1,210.0 | |||||||||||||||
Other Financial Data: | |||||||||||||||||||||||
Cash paid or advanced for business acquisitions, net of cash acquired(6) | $ | — | $ | — | $ | 352.9 | $ | — | $ | 366.2 | $ | 719.1 | |||||||||||
Capital expenditures | 14.9 | 30.9 | 32.8 | 5.0 | 16.5 | 44.3 | |||||||||||||||||
EBITDA(7) | (309.9 | ) | 202.3 | 184.6 | 46.5 | 46.3 | 184.4 | ||||||||||||||||
Adjusted EBITDA(8) | 248.9 | 214.6 | 216.7 | 52.5 | 55.9 | 220.1 | |||||||||||||||||
Pro Forma Adjusted EBITDA(9) | $ | 345.9 | |||||||||||||||||||||
Net Debt (as adjusted), as of the last day of the period (10) | 1,455.0 | ||||||||||||||||||||||
Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA(11) | 4.2 x |
September 30, | December 31, | ||||||||||
2012 | 2013 | 2013 | |||||||||
Balance Sheet Data: | |||||||||||
Cash and cash equivalents | $ | 58.2 | $ | 402.0 | $ | 884.9 | |||||
Working capital, excluding cash and cash equivalents and restricted cash | 25.1 | 82.0 | 77.5 | ||||||||
Total assets | 2,732.3 | 3,473.8 | 4,289.1 | ||||||||
Long-term debt, including current portion(12) | 945.6 | 1,408.6 | 1,932.9 | ||||||||
Other non-current liabilities | 129.2 | 116.3 | 117.0 | ||||||||
Total equity | 1,231.5 | 1,498.6 | 1,785.7 |
(1) | In the three months ended December 31, 2013 and 2012 and the years ended September 30, 2013, 2012 and 2011, Post incurred a net pretax gain (loss) of $0.9 million, $(0.7) million, $(0.9) million, $(0.3) million and $(7.1) million, respectively, on economic hedges which did not meet the criteria for cash flow hedge accounting. For more information, see Note 12 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and Note 9 of “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Post’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, each as filed with the SEC and incorporated by reference in this offering circular. |
(2) | In the three months ended December 31, 2013 and 2012 and the years ended September 30, 2013, 2012 and 2011, Post incurred $0.2 million, $2.8 million, $8.9 million, $12.5 million and $2.8 million, respectively, of costs reported in selling, general and administrative expense related to the separation of Post from Ralcorp and Post’s transition into a separate stand-alone entity. For more information, see Note 19 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements, contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and Note 14 of “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Post’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, each as filed with the SEC and incorporated by reference in this offering circular. |
(3) | For information about the impairment of goodwill and other intangible assets, see “Critical Accounting Policies and Estimates” and Notes 2 and 6 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this offering circular. |
(4) | In April 2013, Post announced management’s decision to close our manufacturing facility located in Modesto, California as part of a cost savings and capacity rationalization effort. The transfer of production capabilities and closure of the facility are expected to be completed by September 2014. See Note 4 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements, contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 and Note 2 of “Notes to Condensed Consolidated Financial Statements (Unaudited)” in Post’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, each as filed with the SEC and incorporated by reference in this offering circular, for further discussion of restructuring expenses. |
(5) | For periods prior to Post’s separation from Ralcorp on February 3, 2012, interest expense represents intercompany interest expense related to debt obligations assumed by Ralcorp from Kraft in the August 2008 acquisition of Post and other intercompany notes. As part of the separation transaction, Post settled all intercompany debt with Ralcorp. At the time of the separation and thereafter, Post has incurred new indebtedness with a book value as of December 31, 2013 totaling approximately $1,932.9 million. See Note 14 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 12 in “Notes to Condensed Consolidated Financial Statements (Unaudited)” contained in Post’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, each as filed with the SEC and incorporated by reference in this offering circular, for further discussion of long-term debt. |
(6) | In December 2012, Post completed its acquisition of the assets of Attune Foods, Inc. In May 2013, Post completed its acquisition of certain assets of the Hearthside Food Solutions private label and branded cereal granola and snacks businesses. In September 2013, Post completed its acquisition of Premier Nutrition Corporation. In December 2013, Post advanced funds for the acquisition of Dakota Growers Pasta Company, Inc. The acquisition was effective January 1, 2014. The amount included in cash paid or advanced for business acquisitions, net of cash acquired reflects the cash consideration paid or advanced for these businesses less any cash acquired in the transactions. See Note 5 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 3 in “Notes to Condensed Consolidated Financial Statements (Unaudited)” contained in Post’s |
(7) | As used herein, “EBITDA” represents operating profit plus depreciation and amortization. We present EBITDA because we consider it to be an important supplemental measure of our performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. |
• | EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
• | EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
• | EBITDA does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; |
• | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and |
• | other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative benchmark measure. |
Year Ended September 30, | Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||
(in millions) | 2011 | 2012 | 2013 | 2012 | 2013 | 2013 | |||||||||||||||||
Operating profit (loss) | $ | (368.6 | ) | $ | 139.1 | $ | 107.8 | $ | 30.3 | $ | 25.2 | $ | 102.7 | ||||||||||
Depreciation and amortization | 58.7 | 63.2 | 76.8 | 16.2 | 21.1 | 81.7 | |||||||||||||||||
EBITDA | $ | (309.9 | ) | $ | 202.3 | $ | 184.6 | $ | 46.5 | $ | 46.3 | $ | 184.4 |
(8) | We present Adjusted EBITDA as a further supplemental measure of our performance and ability to service debt. We prepare Adjusted EBITDA by adjusting EBITDA to eliminate the impact of a number of items that are non-cash items, unusual items which we do not expect to recur or continue at the same level or other items which we do not believe to be reflective of our ongoing operating performance. We have also included in our preparation of Adjusted EBITDA an adjustment for additional costs we estimated we would have incurred if we would have been a stand-alone company during the periods prior to our separation from Ralcorp. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate for supplemental analysis. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to EBITDA, including the fact that we may calculate Adjusted EBITDA differently than other companies in our industry. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. |
Year Ended September 30, | Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||||||||||||
(in millions) | 2011 | 2012 | 2013 | 2012 | 2013 | 2013 | |||||||||||||||||
EBITDA | $ | (309.9 | ) | $ | 202.3 | $ | 184.6 | $ | 46.5 | $ | 46.3 | $ | 184.4 | ||||||||||
Stock compensation(a) | 1.1 | 4.5 | 10.5 | 2.5 | 3.4 | 11.4 | |||||||||||||||||
Retention and severance costs(b) | — | 0.9 | — | — | — | — | |||||||||||||||||
Intangible asset impairment(c) | 566.5 | — | 2.9 | — | — | 2.9 | |||||||||||||||||
Impact of mark-to-market accounting for economic hedges(d) | 7.1 | 0.3 | 0.9 | 0.7 | (0.9) | (0.7) | |||||||||||||||||
Losses on hedge of purchase price of acquisitions(e) | — | — | — | — | 1.3 | 1.3 | |||||||||||||||||
Intercompany servicing fees(f) | (3.7) | (0.8) | — | — | — | — | |||||||||||||||||
Separation costs(g) | 2.8 | 12.5 | 8.9 | 2.8 | 0.2 | 6.3 | |||||||||||||||||
Inventory revaluation adjustment on acquired businesses(h) | — | — | 1.4 | — | — | 1.4 | |||||||||||||||||
Public company costs(i) | (15.0) | (5.1) | — | — | — | — | |||||||||||||||||
Restructuring and plant closure costs(j) | — | — | 4.8 | — | 2.2 | 7.0 | |||||||||||||||||
Acquisition related transaction costs(k) | — | — | 2.7 | — | 3.4 | 6.1 | |||||||||||||||||
Adjusted EBITDA | $ | 248.9 | $ | 214.6 | $ | 216.7 | $ | 52.5 | $ | 55.9 | $ | 220.1 |
(a) | Represents non-cash expenses related to stock-based compensation. |
(b) | Represents non-recurring retention expense for certain Post employees to ensure continuity during the transition/integration of the Post business from Kraft into Ralcorp and for the separation of Post from Ralcorp. Also includes severance for job eliminations triggered by the spin-off from Ralcorp. |
(c) | For the fiscal year ended September 30, 2011, represents a non-cash expense for the impairment of goodwill and certain trademark intangible assets. For the fiscal year ended September 30, 2013, represents a non-cash expense for the impairment of certain trademark intangible assets. For more information about these expenses, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Critical Accounting Policies and Estimates” and Notes 2 and 6 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements, each contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC and incorporated by reference in this offering circular. |
(d) | Represents a non-cash expense for mark-to-market adjustments on economic hedges. For more information, see Note 12 of “Notes to Consolidated Financial Statements” in Post’s audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2013, and Note 9 in “Notes to Condensed Consolidated Financial Statements (unaudited)” contained in Post’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, each as filed with the SEC and incorporated by reference in this offering circular. |
(e) | On December 7, 2013, Post entered into a share purchase agreement to acquire Golden Boy Foods Ltd. for a purchase price of 320 million Canadian dollars. From that date through December 31, 2013, Post began to accumulate Canadian dollars in preparation for closing the transaction on February 1, 2014. In addition, Post entered into a financial instrument as an economic hedge against fluctuations in the foreign currency exchange rate of the Canadian dollar against the U.S. dollar. In aggregate, Post incurred a loss of $1.3 million during the quarter ended December 31, 2013 on the Canadian dollars accumulated and the economic hedge. |
(f) | Represents intercompany servicing fees from an accounts receivable securitization program that did not continue after Post’s separation from Ralcorp. |
(g) | Represents certain expenses incurred to effect the separation of Post from Ralcorp and to support Post’s transition into a separate stand-alone entity. |
(h) | Represents the profit impact of inventory basis step-up related to business combinations. |
(i) | Represents additional costs we estimate we would have incurred had we been a stand-alone company for the duration of the periods presented, consisting primarily of executive office costs, incremental costs to perform core corporate support functions, independent board of director fees and costs and external and internal audit costs. We estimated that these costs (excluding non-cash components) would have been approximately $15.0 million per year and have used $15.0 million in our calculation of Adjusted EBITDA for each applicable fiscal year shown in the table above. |
(j) | Represents certain plant closure related expenses associated with the closing of the Modesto, California facility as part of a cost savings and capacity rationalization effort. The transfer of production capabilities and closure of the facility is expected to be completed by September 2014. |
(k) | Represents acquisition related professional service fees associated with the signed and closed business combinations. |
(9) | We present Pro Forma Adjusted EBITDA as a further supplemental measure of our performance and ability to service debt. We prepare Pro Forma Adjusted EBITDA by further adjusting Adjusted EBITDA to give effect to recent acquisitions as if those acquisitions had occurred on December 31, 2013 by adding, (i) with respect to the Dakota Growers Business, which was acquired effective January 1, 2014, the Adjusted EBITDA for the Dakota Growers Business based upon the audited financial statements for the fiscal year ended October 31, 2013 of Agricore United Holdings Inc., the sole shareholder of Dakota Growers and (ii) with respect to the other recently acquired businesses, management’s estimate of the Adjusted EBITDA for each such business (based on the financial statements that were prepared by their respective prior management), as follows: |
• | Our acquisition of the Hearthside Business was completed on May 28, 2013. Our financial results for the 12 month period ended December 31, 2013 includes seven months of financial results related to this acquisition. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended December 31, 2013 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Hearthside Business for January 1, 2013 through May 27, 2013. Because the financial statements for the assets that comprised the Hearthside Business did not include an allocation of taxes or interest expense, Adjusted EBITDA for the Hearthside Business was calculated as net income plus depreciation and amortization, without further adjustment. |
• | Our acquisition of the Premier Business was completed on September 1, 2013. Our financial results for the 12 month period ended December 31, 2013 includes four months of financial results related to this acquisition. The adjustments to Pro Forma Adjusted EBITDA for the 12 month |
• | Our acquisition of the Dymatize Business was completed effective February 1, 2014. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended December 31, 2013 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Dymatize Business for January 1, 2013 through December 31, 2013 and also include adjustments to remove non-recurring transaction and legal expenses and costs incurred by the Dymatize Business as a stand-alone company for its board of directors. |
• | Our acquisition of the Golden Boy Business was completed effective February 1, 2014. The adjustments to Pro Forma Adjusted EBITDA for the 12 month period ended December 31, 2013 include management’s estimate of the pre-acquisition Adjusted EBITDA of the Golden Boy Business for January 1, 2013 through December 31, 2013 and also include adjustments to add back estimated lost profits from business interruption, remove non-recurring plant start-up costs and remove transaction costs. |
(in millions) | Twelve Months Ended December 31, 2013 | ||
Adjusted EBITDA | $ | 220.1 | |
Hearthside Business Adjusted EBITDA Adjustment(a) | 7.3 | ||
Premier Business Adjusted EBITDA Adjustment(b) | 13.8 | ||
Dakota Growers Business Adjusted EBITDA(c) | 40.1 | ||
Dymatize Business Adjusted EBITDA(d) | 30.2 | ||
Golden Boy Business Adjusted EBITDA(e) | 34.4 | ||
Pro Forma Adjusted EBITDA | $ | 345.9 |
(a) | Adjustment gives effect to the acquisition of the Hearthside Business, which was consummated on May 28, 2013, as if such acquisition had occurred on January 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Hearthside Business for the period from January 1, 2013 through May 27, 2013. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. |
(b) | Adjustment gives effect to the acquisition of the Premier Business, which was consummated on September 1, 2013, as if such acquisition had occurred on January 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Premier Business for the period from January 1, 2013 through August 31, 2013, including adjustments to remove certain non-recurring compensation and transaction related costs. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. |
(c) | Adjustment gives effect to the acquisition of the Dakota Growers Business, which was consummated effective January 1, 2014, as if such acquisition had occurred on January 1, 2013, by including the Adjusted EBITDA of the Dakota Growers Business for the fiscal year ended October 31, 2013 of Agricore United Holdings Inc., the sole shareholder of Dakota Growers. This measure does not include any contributions from synergies or cost savings management expects to achieve in the future. |
(d) | Adjustment gives effect to the acquisition of the Dymatize Business, which was consummated effective February 1, 2014, as if such acquisition had occurred on January 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Dymatize Business for the period from January 1, 2013 through December 31, 2013, including adjustments to remove non-recurring transaction and legal expenses and costs incurred by Dymatize as a stand-alone company for its board of directors. |
(e) | Adjustment gives effect to the acquisition of the Golden Boy Business, which was consummated effective February 1, 2014, as if such acquisition had occurred on January 1, 2013, by including management’s estimate of the Adjusted EBITDA of the Golden Boy Business for the period from January 1, 2013 through December 31, 2013, including adjustments to add back estimated lost profits from business interruption, remove non-recurring plant start-up costs and remove transaction costs. This estimate does not include any contributions from synergies or cost savings management expects to achieve in the future. In the table above, US dollar Adjusted EBITDA of the Golden Boy Business was derived by dividing the Golden Boy Business Adjusted EBITDA denominated in Canadian dollars by the average weekly foreign exchange rate during the period of January 1, 2013 to December 31, 2013 of 1 US dollar to 1.0305 Canadian dollars. |
(10) | Net Debt (as adjusted) is defined as (a) the aggregate principal amount of our long term debt of $2,150.0 million less (b) cash and cash equivalents of $695.0 million, in each case after giving effect to the offering of the new notes hereby and estimated gross proceeds of $237.8 million from the concurrent offering of shares of our common stock (based upon the sale of 4 million shares at an assumed price of $59.44, which was the closing price of our common stock on the NYSE on March 7, 2014), as if each had occurred on December 31, 2013 and, in the case of cash and cash equivalents, also giving effect to an estimated $4.4 million of financing expenses for this offering and an estimated $10.0 million of financing expenses for the concurrent offering of shares of our common stock, $19.4 million of net proceeds for the issuance of 200,000 additional shares of Series C convertible preferred stock and the CAD $321.1 million (approximately US $300.2 million) and $392.5 million, respectively, paid to purchase the Golden Boy and Dymatize Businesses as if these transactions had closed on December 31, 2013. Net Debt does not give pro forma effect to, or include any adjustment for, our pending acquisition of the PowerBar and Musashi branded premium bars, powders and gel products business of Nestlé S.A. |
(11) | Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA represents the ratio of our Net Debt (as adjusted) as of December 31, 2013 (calculated as described above in footnote (10)) to our Pro Forma Adjusted EBITDA for the twelve months ended December 31, 2013 (calculated as described in footnote (9)). Ratio of Net Debt (as adjusted) to Pro Forma Adjusted EBITDA does not give pro forma effect to, or include any adjustment for, our pending acquisition of the PowerBar and Musashi branded premium bars, powders and gel products business of Nestlé S.A. |
(12) | Includes unamortized premium of $32.9 million at December 31, 2013 and $33.6 million at September 30, 2013. |
January 1, 2013 to May 27, 2013 | |||
Earnings before income taxes | $ | 5.5 | |
Depreciation and amortization | 1.8 | ||
Adjusted EBITDA | $ | 7.3 |
January 1, 2013 to August 31, 2013 | |||
Earnings before income taxes | $ | (0.6 | ) |
Depreciation and amortization | 5.2 | ||
Interest expense, net | 2.0 | ||
Transaction expenses | 6.1 | ||
Stock compensation | 1.3 | ||
Other, net | (0.2 | ) | |
Adjusted EBITDA | $ | 13.8 |
Twelve Months Ended October 31, 2013 | |||
Earnings before income taxes | $ | 24.3 | |
Depreciation and amortization | 10.5 | ||
Interest expense | 5.7 | ||
Loss on disposition of property | 3.5 | ||
Commodity hedging gains | (3.9) | ||
Adjusted EBITDA | $ | 40.1 |
Twelve Months Ended December 31, 2013 | |||
Earnings before income taxes | $ | 10.0 | |
Depreciation and amortization | 10.4 | ||
Interest expense, net | 8.3 | ||
Board of directors costs | 0.3 | ||
Transaction and legal expenses | 1.2 | ||
Adjusted EBITDA | $ | 30.2 |
Twelve Months Ended December 31, 2013 | |||
Earnings before income taxes | $ | 24.1 | |
Depreciation and amortization | 6.9 | ||
Interest expense, net | 3.1 | ||
Lost profits from business interruption | 0.6 | ||
Plant start-up costs | 0.3 | ||
Transaction costs | 0.5 | ||
Adjusted EBITDA | $ | 35.5 | |
Adjusted EBITDA in US dollars (CAD converted to USD using the average weekly foreign exchange rate for the period of January 1, 2013 to December 31, 2013 of 1 US dollar to 1.0305 Canadian dollars) | $ | 34.4 |
• | on an actual basis; and |
• | on an as adjusted basis to give effect to: |
As of December 31 , 2013 | ||||||||||||
As Adjusted(1)(2) | ||||||||||||
(in millions) | Historical | For New Note Offering Only | For New Note Offering and Common Stock Offering | |||||||||
Cash and cash equivalents | $ | 884.9 | $ | 467.2 | (3) | $ | 695.0 | (4) | ||||
Debt, including current and long-term: | ||||||||||||
Senior notes due 2022 | $ | 1,407.9 | $ | 1,407.9 | $ | 1,407.9 | ||||||
Senior notes due 2021 | 525.0 | 785.0 | (5) | 785.0 | (5) | |||||||
Total debt | 1,932.9 | 2,192.9 | 2,192.9 | |||||||||
Shareholders’ Equity: | ||||||||||||
Preferred stock, par value $.01 per share; 50,000,000 shares authorized: | ||||||||||||
Series B—$100 liquidation value; 2,415,000 shares issued and outstanding and Series C—$100 liquidation value; 3,000,000 shares issued and outstanding | 0.1 | 0.1 | 0.1 | |||||||||
Common stock, par value $.01 per share; 300,000,000 shares authorized; 32,688,799 shares outstanding | 0.3 | 0.3 | 0.4 | |||||||||
Additional paid-in capital(6) | 1,811.2 | 1,830.6 | 2,058.3 | |||||||||
Retained earnings | 42.9 | 42.9 | 42.9 | |||||||||
Accumulated other comprehensive loss | (15.4 | ) | (15.4 | ) | (15.4 | ) | ||||||
Treasury stock | (53.4 | ) | (53.4 | ) | (53.4 | ) | ||||||
Total stockholders’ equity | 1,785.7 | 1,805.1 | 2,032.9 | |||||||||
Total capitalization | $ | 3,718.6 | $ | 3,998.0 | $ | 4,225.8 |
(1) | The as adjusted balances give effect to the $19.4 million net proceeds of our issuance on January 14, 2014 of an additional 200,000 shares of our Series C preferred stock upon exercise by the initial purchasers in our December 2013 private offering of the Series C preferred stock of their option to purchase additional shares. |
(2) | The as adjusted balances give effect to the acquisitions of Golden Boy, for which we used approximately CAD$321.1 million of cash and cash equivalents (approximately US $300.2 million using the CAD to USD exchange rate on December 31, 2013), and Dymatize, for which we used approximately $392.5 million of cash and cash equivalents. The as adjusted balances do not give effect to our pending acquisition of the PowerBar and Musashi brands from Nestlé S.A. for which we expect to use $150.0 million of cash and cash equivalents. |
(3) | The as adjusted balance for the offering of the new notes includes, in addition to the historical balance, the Series C preferred stock net proceeds discussed in footnote (1) and reductions for the acquisitions of Golden Boy and Dymatize discussed in footnote (2), the gross proceeds of $260.0 million from this offering, including an estimated $10.0 million premium and reduced by an estimated $4.4 million of fees and expenses for this offering. |
(4) | The as adjusted balance for the offering of the new notes and the proposed common stock offering includes, in addition to the historical balance and the Series C preferred stock net proceeds discussed in footnote (1) and reductions for the acquisitions of Golden Boy and Dymatize discussed in footnote (2), the following: gross proceeds of $260.0 million from this offering of the new notes, including an estimated $10.0 million premium and reduced by an estimated $4.4 million of fees and expenses of this offering, plus estimated gross proceeds of $237.8 million from the concurrent offering of common stock, reduced by an estimated $10.0 million of fees and expenses of such offering. |
(5) | The as adjusted balance gives effect to estimated gross proceeds of $260.0 million from this |
(6) | As adjusted additional paid in capital assumes the Series C preferred stock net proceeds discussed in footnote (1) and gross proceeds of $237.8 million from the issuance of approximately 4.0 million shares of common stock at an assumed price of $59.44 per share (which was the closing price of our common stock on the NYSE on March 7, 2014), less par value and estimated fees and expenses for the offering of common stock of $10.0 million. |
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