Missouri | 1-35305 | 45-3355106 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
a. | Non-cash mark-to-market adjustments and cash settlements on interest rate swaps: The Company has excluded the impact of non-cash mark-to-market adjustments and cash settlements on interest rate swaps due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to estimates of fair value and economic conditions and the amount and frequency of such adjustments and settlements are not consistent. |
b. | Provision for legal settlement: The Company has excluded gains and losses recorded to recognize a receivable or liability associated with an anticipated resolution of certain ongoing litigation as the Company believes such gains and losses 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. | 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 maturities 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 |
d. | 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. |
e. | 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. |
f. | 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. |
g. | Mark-to-market adjustments on commodity hedges: The Company has excluded the impact of mark-to-market adjustments on commodity 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. |
h. | 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. |
i. | Tax: The Company has included the tax impact of the non-GAAP adjustments using either the effective income tax rate or the statutory rate, as noted in the footnote of the reconciliation table. In certain instances, the Company’s GAAP effective income tax rate as reported in the relevant period is not representative of the tax expense impact of the adjustments. In those circumstances, the Company utilizes the statutory rate to determine the tax effect of the adjustments in its calculation of Adjusted net earnings available to common shareholders and Adjusted diluted net earnings per common share. |
j. | Preferred stock: The Company has included dividend and share adjustments related to its convertible preferred stock using the “if-converted” method when the convertible preferred stock is not anti-dilutive. |
k. | 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. |
Date: February 2, 2017 | Post Holdings, Inc. | |
(Registrant) | ||
By: | /s/ Jeff A. Zadoks | |
Name: Jeff A. Zadoks | ||
Title: SVP & Chief Financial Officer |
Exhibit Number | Description | |
99.1 | First Quarter Earnings Press Release dated February 2, 2017 |
• | Net sales of $1.25 billion |
• | Operating profit of $76.2 million and net earnings of $97.6 million |
• | Adjusted EBITDA of $230.1 million |
• | Updated Adjusted EBITDA (non-GAAP) guidance range for fiscal year 2017 of $920-$950 million |
Three Months Ended December 31, | |||||||
2016 | 2015 | ||||||
Net Sales | $ | 1,249.8 | $ | 1,248.8 | |||
Cost of goods sold | 870.6 | 886.3 | |||||
Gross Profit | 379.2 | 362.5 | |||||
Selling, general and administrative expenses | 264.1 | 187.0 | |||||
Amortization of intangible assets | 38.9 | 38.1 | |||||
Other operating expenses, net | — | 4.5 | |||||
Operating Profit | 76.2 | 132.9 | |||||
Interest expense, net | 72.9 | 77.8 | |||||
Other (income) expense | (144.5 | ) | 15.9 | ||||
Earnings before Income Taxes | 147.8 | 39.2 | |||||
Income tax expense | 50.2 | 13.7 | |||||
Net Earnings | 97.6 | 25.5 | |||||
Preferred stock dividends | (3.4 | ) | (15.0 | ) | |||
Net Earnings Available to Common Shareholders | $ | 94.2 | $ | 10.5 | |||
Net Earnings per Common Share: | |||||||
Basic | $ | 1.36 | $ | 0.16 | |||
Diluted | $ | 1.22 | $ | 0.15 | |||
Weighted-Average Common Shares Outstanding: | |||||||
Basic | 69.2 | 67.4 | |||||
Diluted | 79.7 | 68.8 |
December 31, 2016 | September 30, 2016 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 869.1 | $ | 1,143.6 | |||
Restricted cash | 13.0 | 8.4 | |||||
Receivables, net | 410.4 | 385.0 | |||||
Inventories | 513.4 | 503.1 | |||||
Prepaid expenses and other current assets | 44.0 | 36.8 | |||||
Total Current Assets | 1,849.9 | 2,076.9 | |||||
Property, net | 1,350.8 | 1,354.4 | |||||
Goodwill | 3,127.1 | 3,079.7 | |||||
Other intangible assets, net | 2,843.3 | 2,833.7 | |||||
Other assets | 16.7 | 15.9 | |||||
Total Assets | $ | 9,187.8 | $ | 9,360.6 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt | $ | 8.8 | $ | 12.3 | |||
Accounts payable | 235.0 | 264.4 | |||||
Other current liabilities | 298.4 | 357.3 | |||||
Total Current Liabilities | 542.2 | 634.0 | |||||
Long-term debt | 4,552.5 | 4,551.2 | |||||
Deferred income taxes | 806.5 | 726.5 | |||||
Other liabilities | 302.6 | 440.3 | |||||
Total Liabilities | 6,203.8 | 6,352.0 | |||||
Shareholders’ Equity | |||||||
Preferred stock | — | — | |||||
Common stock | 0.7 | 0.7 | |||||
Additional paid-in capital | 3,559.2 | 3,546.0 | |||||
Accumulated deficit | (326.7 | ) | (424.3 | ) | |||
Accumulated other comprehensive loss | (62.7 | ) | (60.4 | ) | |||
Treasury stock, at cost | (186.5 | ) | (53.4 | ) | |||
Total Shareholders’ Equity | 2,984.0 | 3,008.6 | |||||
Total Liabilities and Shareholders’ Equity | $ | 9,187.8 | $ | 9,360.6 |
Three Months Ended December 31, | |||||||
2016 | 2015 | ||||||
Cash (used in) provided by: | |||||||
Operating activities | $ | (23.6 | ) | $ | 88.7 | ||
Investing activities, including capital expenditures of $31.8 and $18.5 | (121.8 | ) | (107.9 | ) | |||
Financing activities | (128.4 | ) | (19.4 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (0.7 | ) | (0.4 | ) | |||
Net decrease in cash and cash equivalents | $ | (274.5 | ) | $ | (39.0 | ) |
Three Months Ended December 31, | |||||||||
2016 | 2015 | ||||||||
Net Sales | |||||||||
Post Consumer Brands | $ | 420.6 | $ | 411.6 | |||||
Michael Foods Group | 539.8 | 586.4 | |||||||
Active Nutrition | 153.9 | 115.8 | |||||||
Private Brands | 135.6 | 135.6 | |||||||
Eliminations | (0.1 | ) | (0.6 | ) | |||||
Total | $ | 1,249.8 | $ | 1,248.8 | |||||
Segment Profit (Loss) | |||||||||
Post Consumer Brands | $ | 81.6 | $ | 62.9 | |||||
Michael Foods Group | (17.0 | ) | 80.8 | ||||||
Active Nutrition | 24.9 | 10.5 | |||||||
Private Brands | 7.0 | 12.9 | |||||||
Total segment profit | 96.5 | 167.1 | |||||||
General corporate expenses and other | 20.3 | 34.2 | |||||||
Interest expense, net | 72.9 | 77.8 | |||||||
Other (income) expense | (144.5 | ) | 15.9 | ||||||
Earnings before Income Taxes | $ | 147.8 | $ | 39.2 |
Business | Type | Segment | Effective Date | |||
Willamette Egg Farms | Acquisition | Michael Foods Group | October 3, 2015 | |||
Certain assets of MFI Food Canada Ltd. | Divestiture | Michael Foods Group | March 1, 2016 | |||
National Pasteurized Eggs | Acquisition | Michael Foods Group | October 3, 2016 |
Product | Net Sales Percentage Change | Volume Percentage Change | ||
Egg (on a comparable basis) | (12.8%) | 11.8% | ||
Potato | 0.2% | 0.8% | ||
Cheese | (20.4%) | (18.9%) | ||
Pasta | (6.5%) | 0.2% |
a. | Non-cash mark-to-market adjustments and cash settlements on interest rate swaps: The Company has excluded the impact of non-cash mark-to-market adjustments and cash settlements on interest rate swaps due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to estimates of fair value and economic conditions and the amount and frequency of such adjustments and settlements are not consistent. |
b. | Provision for legal settlement: The Company has excluded gains and losses recorded to recognize a receivable or liability associated with an anticipated resolution of certain ongoing litigation as the Company believes such gains and losses 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. | 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 maturities 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 |
d. | 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. |
e. | 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. |
f. | 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. |
g. | Mark-to-market adjustments on commodity hedges: The Company has excluded the impact of mark-to-market adjustments on commodity 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. |
h. | 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. |
i. | Tax: The Company has included the tax impact of the non-GAAP adjustments using either the effective income tax rate or the statutory rate, as noted in the footnote of the reconciliation table. In certain instances, the Company’s GAAP effective income tax rate as reported in the relevant period is not representative of the tax expense impact of the adjustments. In those circumstances, the Company utilizes the statutory rate to determine the tax effect of the adjustments in its calculation of Adjusted net earnings available to common shareholders and Adjusted diluted net earnings per common share. |
j. | Preferred stock: The Company has included dividend and share adjustments related to its convertible preferred stock using the “if-converted” method when the convertible preferred stock is not anti-dilutive. |
k. | 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. |
Three Months Ended December 31, | ||||||||
2016 | 2015 | |||||||
Net Earnings Available to Common Shareholders | $ | 94.2 | $ | 10.5 | ||||
Adjustments: | ||||||||
Non-cash mark-to-market adjustments and cash settlements on interest rate swaps | (144.5 | ) | 15.9 | |||||
Provision for legal settlement | 74.5 | — | ||||||
Integration costs | 0.5 | 7.9 | ||||||
Transaction costs | 0.1 | 1.0 | ||||||
Restructuring and plant closure costs, including accelerated depreciation | 0.2 | 4.8 | ||||||
Assets held for sale | (0.2 | ) | 4.0 | |||||
Inventory valuation adjustments on acquired businesses | — | 1.1 | ||||||
Mark-to-market adjustments on commodity hedges | (3.4 | ) | 5.2 | |||||
Foreign currency loss on intercompany loans | 0.2 | 0.7 | ||||||
Total Net Adjustments | (72.6 | ) | 40.6 | |||||
Income tax effect on adjustments (1) | 24.7 | (14.2 | ) | |||||
Preferred stock dividends adjustment (2) | 3.4 | 3.4 | ||||||
Adjusted Net Earnings Available to Common Shareholders | $ | 49.7 | $ | 40.3 | ||||
Weighted-Average Shares Outstanding - Diluted (3) | 79.7 | 77.9 | ||||||
Adjusted Diluted Net Earnings per Common Share | $ | 0.62 | $ | 0.52 | ||||
(1) Income tax effect on adjustments is calculated using the effective income tax rate of 34.0% for the three months ended December 31, 2016 and the effective income tax rate of 34.9% for the three months ended December 31, 2015. | ||||||||
(2) Adjusted Diluted Net Earnings per Common Share exclude preferred stock dividends of $3.4 million for the three months ended December 31, 2016 and 2015 and include the assumed conversion of the remaining preferred stock (see below). | ||||||||
(3) Adjusted Diluted Net Earnings per Common Share include incremental shares on the assumed conversion of remaining outstanding preferred stock and/or other securities. The three months ended December 31, 2015 include 9.1 million incremental shares. |
Three Months Ended December 31, | |||||||
2016 | 2015 | ||||||
Net Earnings | 97.6 | 25.5 | |||||
Income tax expense | 50.2 | 13.7 | |||||
Interest expense, net | 72.9 | 77.8 | |||||
Non-cash mark-to-market adjustments and cash settlements on interest rate swaps | (144.5 | ) | 15.9 | ||||
Depreciation and amortization, including accelerated depreciation | 77.1 | 74.8 | |||||
Provision for legal settlement | 74.5 | — | |||||
Non-cash stock-based compensation | 4.9 | 3.5 | |||||
Integration costs | 0.5 | 7.9 | |||||
Transaction costs | 0.1 | 1.0 | |||||
Restructuring and plant closure costs | 0.2 | 4.5 | |||||
Assets held for sale | (0.2 | ) | 4.0 | ||||
Inventory valuation adjustments on acquired businesses | — | 1.1 | |||||
Mark-to-market adjustments on commodity hedges | (3.4 | ) | 5.2 | ||||
Foreign currency loss on intercompany loans | 0.2 | 0.7 | |||||
Adjusted EBITDA | $ | 230.1 | $ | 235.6 | |||
Adjusted EBITDA as a percentage of Net Sales | 18.4 | % | 18.9 | % |
Post Consumer Brands | Michael Foods Group | Active Nutrition | Private Brands | Corporate/ Other | Total | ||||||||||||||||||
Segment Profit (Loss) | $ | 81.6 | $ | (17.0 | ) | $ | 24.9 | $ | 7.0 | $ | — | $ | 96.5 | ||||||||||
General corporate expenses and other | — | — | — | — | (20.3 | ) | (20.3 | ) | |||||||||||||||
Operating Profit (Loss) | 81.6 | (17.0 | ) | 24.9 | 7.0 | (20.3 | ) | 76.2 | |||||||||||||||
Depreciation and amortization | 26.8 | 36.7 | 6.2 | 6.5 | 0.9 | 77.1 | |||||||||||||||||
Provision for legal settlement | — | 74.5 | — | — | — | 74.5 | |||||||||||||||||
Non-cash stock-based compensation | — | — | — | — | 4.9 | 4.9 | |||||||||||||||||
Integration costs | 0.5 | — | — | — | — | 0.5 | |||||||||||||||||
Transaction costs | — | — | — | — | 0.1 | 0.1 | |||||||||||||||||
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 | $ | 108.9 | $ | 92.3 | $ | 31.1 | $ | 13.5 | $ | (15.7 | ) | $ | 230.1 | ||||||||||
Adjusted EBITDA as a percentage of Net Sales | 25.9 | % | 17.1 | % | 20.2 | % | 10.0 | % | — | 18.4 | % |
Post Consumer Brands | Michael Foods Group | Active Nutrition | Private Brands | Corporate/ Other | Total | ||||||||||||||||||
Segment Profit | $ | 62.9 | $ | 80.8 | $ | 10.5 | $ | 12.9 | $ | — | $ | 167.1 | |||||||||||
General corporate expenses and other | — | — | — | — | (34.2 | ) | (34.2 | ) | |||||||||||||||
Operating Profit (Loss) | 62.9 | 80.8 | 10.5 | 12.9 | (34.2 | ) | 132.9 | ||||||||||||||||
Depreciation and amortization, including accelerated depreciation | 26.3 | 34.4 | 6.2 | 6.2 | 1.7 | 74.8 | |||||||||||||||||
Non-cash stock-based compensation | — | — | — | — | 3.5 | 3.5 | |||||||||||||||||
Integration costs | 7.9 | — | — | — | — | 7.9 | |||||||||||||||||
Transaction costs | — | — | — | — | 1.0 | 1.0 | |||||||||||||||||
Restructuring and plant closure costs | — | — | — | — | 4.5 | 4.5 | |||||||||||||||||
Assets held for sale | — | — | — | — | 4.0 | 4.0 | |||||||||||||||||
Inventory valuation adjustments on acquired businesses | — | 1.1 | — | — | — | 1.1 | |||||||||||||||||
Mark-to-market adjustments on commodity hedges | 0.1 | 1.3 | — | — | 3.8 | 5.2 | |||||||||||||||||
Foreign currency loss on intercompany loans | — | 0.4 | — | — | 0.3 | 0.7 | |||||||||||||||||
Adjusted EBITDA | $ | 97.2 | $ | 118.0 | $ | 16.7 | $ | 19.1 | $ | (15.4 | ) | $ | 235.6 | ||||||||||
Adjusted EBITDA as a percentage of Net Sales | 23.6 | % | 20.1 | % | 14.4 | % | 14.1 | % | — | 18.9 | % |
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