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. | 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 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 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. | 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 |
e. | 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. |
f. | 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. |
g. | 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. |
h. | 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. |
i. | Gain on sale of business: The Company has excluded gains recorded on divestitures as such adjustments represent non-cash items and 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. |
j. | 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. |
k. | Tax: The Company has included the tax impact of the non-GAAP adjustments using either the statutory rate or an adjusted effective income tax rate excluding certain discrete items, 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 tax expense impact of the adjustments. |
l. | 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. |
m. | Loss on extinguishment of debt: The Company has excluded losses recorded on extinguishment of debt 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. |
n. | 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: May 8, 2017 | Post Holdings, Inc. | |
(Registrant) | ||
By: | /s/ Jeff A. Zadoks | |
Name: Jeff A. Zadoks | ||
Title: SVP & Chief Financial Officer |
Exhibit Number | Description | |
99.1 | Second Quarter Earnings Press Release dated May 8, 2017 |
• | Net sales of $1.26 billion |
• | Operating profit of $137.5 million and net loss of $4.0 million; Adjusted EBITDA of $228.5 million |
• | Reaffirmed Adjusted EBITDA (non-GAAP) guidance range for fiscal year 2017 of $920-$950 million |
• | Recently announced the acquisition of Weetabix, a UK based RTE cereal manufacturer |
• | the timing to consummate the pending acquisition of Weetabix; |
• | the ability and timing to obtain required regulatory approvals and satisfy other closing conditions; |
• | our ability to promptly and effectively integrate the Weetabix business and obtain expected cost savings and synergies within the expected timeframe; |
• | operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with Weetabix employees, customers or suppliers) that may be greater than expected following the consummation of the acquisition of Weetabix; |
• | our ability to retain certain key employees at Weetabix; |
• | our ability to borrow funds under a new senior secured term loan facility on terms acceptable to us or at all; |
• | the risks associated with the disruption of management’s attention from ongoing business operations due to the Weetabix transaction; |
• | 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; |
• | our ability to identify and complete acquisitions and manage our growth; |
• | changes in our cost structure, management, financing and business operations; |
• | our ability to integrate acquired businesses and whether acquired businesses will perform as expected; |
• | changes in economic conditions and consumer demand for our products; |
• | significant volatility in the costs of certain raw materials, commodities, packaging or energy used to manufacture our products; |
• | impairment in the carrying value of goodwill or other intangibles; |
• | 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 environmental laws, advertising and labeling laws, changes in food safety and laws and regulations governing animal feeding and housing operations; |
• | our ability to maintain competitive pricing, introduce new products and successfully manage our costs; |
• | the ultimate impact litigation may have on us; |
• | the ultimate outcome of the remaining portions of the Michael Foods egg antitrust litigation, including formal court approval of the announced settlement with the direct purchaser plaintiffs; |
• | the loss or bankruptcy of a significant customer; |
• | consolidations in the retail grocery and foodservice industries; |
• | 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; |
• | disruptions in the U.S. and global capital and credit markets; |
• | fluctuations in foreign currency exchange rates; |
• | changes in estimates in critical accounting judgments and changes to or new laws and regulations affecting our business; |
• | loss of key employees; |
• | changes in weather conditions, natural disasters, disease outbreaks and other events beyond our control; |
• | labor strikes, work stoppages or unionization efforts; |
• | losses or increased funding and expenses related to our qualified pension and other post-retirement plans; |
• | business disruptions caused by information technology failures and/or technology hacking; |
• | our ability to protect our intellectual property; |
• | media campaigns and improper use of social media that damage our brands; |
• | our ability to successfully operate our international operations in compliance with applicable laws and regulations; |
• | 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; |
• | our high leverage and substantial debt, including covenants that restrict the operation of our business; |
• | our ability to service our outstanding debt or obtain additional financing, including both secured and unsecured debt; and |
• | other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. |
Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net Sales | $ | 1,255.4 | $ | 1,271.1 | $ | 2,505.2 | $ | 2,519.9 | |||||||
Cost of goods sold | 891.3 | 861.8 | 1,761.9 | 1,748.1 | |||||||||||
Gross Profit | 364.1 | 409.3 | 743.3 | 771.8 | |||||||||||
Selling, general and administrative expenses | 187.3 | 205.6 | 451.4 | 392.6 | |||||||||||
Amortization of intangible assets | 39.0 | 38.1 | 77.9 | 76.2 | |||||||||||
Other operating expenses, net | 0.3 | 3.1 | 0.3 | 7.6 | |||||||||||
Operating Profit | 137.5 | 162.5 | 213.7 | 295.4 | |||||||||||
Interest expense, net | 80.2 | 77.2 | 153.1 | 155.0 | |||||||||||
Loss on extinguishment of debt | 62.5 | — | 62.5 | — | |||||||||||
Other (income) expense | (1.0 | ) | 90.9 | (145.5 | ) | 106.8 | |||||||||
(Loss) Earnings before Income Taxes | (4.2 | ) | (5.6 | ) | 143.6 | 33.6 | |||||||||
Income tax (benefit) expense | (0.2 | ) | (10.5 | ) | 50.0 | 3.2 | |||||||||
Net (Loss) Earnings | (4.0 | ) | 4.9 | 93.6 | 30.4 | ||||||||||
Preferred stock dividends | (3.4 | ) | (3.4 | ) | (6.8 | ) | (18.4 | ) | |||||||
Net (Loss) Earnings Available to Common Shareholders | $ | (7.4 | ) | $ | 1.5 | $ | 86.8 | $ | 12.0 | ||||||
(Loss) Earnings per Common Share: | |||||||||||||||
Basic | $ | (0.11 | ) | $ | 0.02 | $ | 1.26 | $ | 0.18 | ||||||
Diluted | $ | (0.11 | ) | $ | 0.02 | $ | 1.18 | $ | 0.17 | ||||||
Weighted-Average Common Shares Outstanding: | |||||||||||||||
Basic | 68.2 | 69.1 | 68.7 | 68.3 | |||||||||||
Diluted | 68.2 | 70.5 | 79.3 | 69.7 |
March 31, 2017 | September 30, 2016 | ||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 1,484.9 | $ | 1,143.6 | |||
Restricted cash | 6.2 | 8.4 | |||||
Receivables, net | 484.3 | 385.0 | |||||
Inventories | 513.0 | 503.1 | |||||
Prepaid expenses and other current assets | 36.7 | 36.8 | |||||
Total Current Assets | 2,525.1 | 2,076.9 | |||||
Property, net | 1,345.8 | 1,354.4 | |||||
Goodwill | 3,125.9 | 3,079.7 | |||||
Other intangible assets, net | 2,807.2 | 2,833.7 | |||||
Other assets | 21.6 | 15.9 | |||||
Total Assets | $ | 9,825.6 | $ | 9,360.6 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
Current Liabilities | |||||||
Current portion of long-term debt | $ | 4.5 | $ | 12.3 | |||
Accounts payable | 210.3 | 264.4 | |||||
Other current liabilities | 241.6 | 357.3 | |||||
Total Current Liabilities | 456.4 | 634.0 | |||||
Long-term debt | 5,266.0 | 4,551.2 | |||||
Deferred income taxes | 814.0 | 726.5 | |||||
Other liabilities | 301.0 | 440.3 | |||||
Total Liabilities | 6,837.4 | 6,352.0 | |||||
Shareholders’ Equity | |||||||
Preferred stock | — | — | |||||
Common stock | 0.7 | 0.7 | |||||
Additional paid-in capital | 3,567.1 | 3,546.0 | |||||
Accumulated deficit | (330.7 | ) | (424.3 | ) | |||
Accumulated other comprehensive loss | (62.4 | ) | (60.4 | ) | |||
Treasury stock, at cost | (186.5 | ) | (53.4 | ) | |||
Total Shareholders’ Equity | 2,988.2 | 3,008.6 | |||||
Total Liabilities and Shareholders’ Equity | $ | 9,825.6 | $ | 9,360.6 |
Six Months Ended March 31, | |||||||
2017 | 2016 | ||||||
Cash (used in) provided by: | |||||||
Operating activities | $ | (26.5 | ) | $ | 196.4 | ||
Investing activities, including capital expenditures of $63.9 and $44.8 | (141.6 | ) | (122.0 | ) | |||
Financing activities | 509.8 | (48.5 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | (0.4 | ) | 0.9 | ||||
Net increase in cash and cash equivalents | $ | 341.3 | $ | 26.8 |
Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||||
Net Sales | |||||||||||||||||
Post Consumer Brands | $ | 431.1 | $ | 440.1 | $ | 851.7 | $ | 851.7 | |||||||||
Michael Foods Group | 515.0 | 557.7 | 1,054.8 | 1,144.1 | |||||||||||||
Active Nutrition | 177.3 | 143.8 | 331.2 | 259.6 | |||||||||||||
Private Brands | 132.1 | 129.7 | 267.7 | 265.3 | |||||||||||||
Eliminations | (0.1 | ) | (0.2 | ) | (0.2 | ) | (0.8 | ) | |||||||||
Total | $ | 1,255.4 | $ | 1,271.1 | $ | 2,505.2 | $ | 2,519.9 | |||||||||
Segment Profit | |||||||||||||||||
Post Consumer Brands | $ | 90.1 | $ | 74.7 | $ | 171.7 | $ | 137.6 | |||||||||
Michael Foods Group | 42.7 | 89.6 | 25.7 | 170.4 | |||||||||||||
Active Nutrition | 21.2 | 13.8 | 46.1 | 24.3 | |||||||||||||
Private Brands | 9.5 | 7.7 | 16.5 | 20.6 | |||||||||||||
Total segment profit | 163.5 | 185.8 | 260.0 | 352.9 | |||||||||||||
General corporate expenses and other | 26.0 | 23.3 | 46.3 | 57.5 | |||||||||||||
Interest expense, net | 80.2 | 77.2 | 153.1 | 155.0 | |||||||||||||
Loss on extinguishment of debt | 62.5 | — | 62.5 | — | |||||||||||||
Other (income) expense | (1.0 | ) | 90.9 | (145.5 | ) | 106.8 | |||||||||||
(Loss) Earnings before Income Taxes | $ | (4.2 | ) | $ | (5.6 | ) | $ | 143.6 | $ | 33.6 |
Product | Net Sales Percentage Change | Volume Percentage Change | ||
Potato | 3.9% | 6.3% | ||
Cheese | (22.0%) | (23.5%) | ||
Pasta | (12.0%) | (5.5%) |
Business | Type | Segment | Pro Forma Period | |||
Certain assets of MFI Food Canada Ltd. | Divestiture | Michael Foods Group | January 1, 2016 - February 29, 2016 | |||
National Pasteurized Eggs | Acquisition | Michael Foods Group | January 1, 2016 - March 31, 2016 |
Three Months Ended March 31, | |||||||
2017 | 2016 | ||||||
Net Sales | $ | 1,255.4 | $ | 1,271.1 | |||
Pre-acquisition net sales from National Pasteurized Eggs | — | 30.0 | |||||
Pre-divestiture net sales from certain assets of MFI Food Canada Ltd. | — | (3.4 | ) | ||||
Pro Forma Net Sales | $ | 1,255.4 | $ | 1,297.7 | |||
Michael Foods Group Net Sales | $ | 515.0 | $ | 557.7 | |||
Pre-acquisition net sales from National Pasteurized Eggs | — | 30.0 | |||||
Pre-divestiture net sales from certain assets of MFI Food Canada Ltd. | — | (3.4 | ) | ||||
Pro Forma Net Sales | $ | 515.0 | $ | 584.3 |
Three Months Ended March 31, 2017 | |
Egg Net Sales Percentage Change | (4.9%) |
Impact of inclusion of pre-acquisition net sales of National Pasteurized Eggs | (7.3%) |
Impact of exclusion of net sales in prior year period of the divested certain assets of MFI Food Canada Ltd. | 0.8% |
Pro Forma Egg Net Sales Percentage Change | (11.4%) |
Egg Volumes Percentage Change | 6.0% |
Impact of inclusion of pre-acquisition volumes of National Pasteurized Eggs | (4.5%) |
Impact of exclusion of volumes in prior year period of the divested certain assets of MFI Food Canada Ltd. | 0.9% |
Pro Forma Egg Volumes Percentage Change | 2.4% |
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. | 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 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 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. | 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 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. |
e. | 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. |
f. | 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 |
g. | 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. |
h. | 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. |
i. | Gain on sale of business: The Company has excluded gains recorded on divestitures as such adjustments represent non-cash items and 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. |
j. | 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. |
k. | Tax: The Company has included the tax impact of the non-GAAP adjustments using either the statutory rate or an adjusted effective income tax rate excluding certain discrete items, 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 tax expense impact of the adjustments. |
l. | 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. |
m. | Loss on extinguishment of debt: The Company has excluded losses recorded on extinguishment of debt 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. |
n. | 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 March 31, | Six Months Ended March 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net (Loss) Earnings Available to Common Shareholders | $ | (7.4 | ) | $ | 1.5 | $ | 86.8 | $ | 12.0 | |||||||
Dilutive preferred stock dividends | — | — | 6.8 | — | ||||||||||||
Net (Loss) Earnings for Diluted (Loss) Earnings per Share | (7.4 | ) | 1.5 | 93.6 | 12.0 | |||||||||||
Adjustments: | ||||||||||||||||
Non-cash mark-to-market adjustments and cash settlements on interest rate swaps | (1.0 | ) | 90.9 | (145.5 | ) | 106.8 | ||||||||||
Premium on debt extinguishment | 67.9 | — | 67.9 | — | ||||||||||||
Provision for legal settlement | (0.9 | ) | — | 73.6 | — | |||||||||||
Integration costs | 4.3 | 5.8 | 4.8 | 13.7 | ||||||||||||
Transaction costs | 2.6 | 0.1 | 2.7 | 1.1 | ||||||||||||
Restructuring and plant closure costs, including accelerated depreciation | — | 0.9 | 0.2 | 5.7 | ||||||||||||
Assets held for sale | — | 4.4 | (0.2 | ) | 8.4 | |||||||||||
Inventory valuation adjustments on acquired businesses | — | — | — | 1.1 | ||||||||||||
Mark-to-market adjustments on commodity hedges | 0.7 | (4.2 | ) | (2.7 | ) | 1.0 | ||||||||||
Gain on sale of business | — | (2.0 | ) | — | (2.0 | ) | ||||||||||
Foreign currency gain on intercompany loans | (0.2 | ) | (0.9 | ) | — | (0.2 | ) | |||||||||
Total Net Adjustments | 73.4 | 95.0 | 0.8 | 135.6 | ||||||||||||
Income tax effect on adjustments (1) | (25.7 | ) | (30.9 | ) | (0.3 | ) | (44.1 | ) | ||||||||
Non-GAAP dilutive preferred stock dividends adjustment (2) | 3.4 | 3.4 | — | 6.8 | ||||||||||||
Adjusted Net Earnings | $ | 43.7 | $ | 69.0 | $ | 94.1 | $ | 110.3 | ||||||||
(1) Income tax effect on adjustments is calculated using the statutory rate of 35.0% for the three and six months ended March 31, 2017 and the adjusted effective tax rate excluding certain discrete items of 32.5% for the three and six months ended March 31, 2016. | ||||||||||||||||
(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 the three months ended March 31, 2017 and 2016 and for the six months ended March 31, 2016. 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. |
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||
Weighted-average shares for diluted (loss) earnings per share | 68.2 | 70.5 | 79.3 | 69.7 | ||||||||
Effect of securities that were anti-dilutive for diluted (loss) earnings per share: | ||||||||||||
Stock options | 1.2 | — | — | — | ||||||||
Stock appreciation rights | 0.1 | — | — | — | ||||||||
Restricted stock awards | 0.2 | — | — | — | ||||||||
Preferred shares conversion to common (1) | 9.1 | 9.1 | — | 9.1 | ||||||||
Adjusted weighted-average shares for diluted earnings (loss) per share | 78.8 | 79.6 | 79.3 | 78.8 | ||||||||
(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 the three months ended March 31, 2017 and 2016 and for the six months ended March 31, 2016. 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. |
Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Diluted (Loss) Earnings per Common Share | $ | (0.11 | ) | $ | 0.02 | $ | 1.18 | $ | 0.17 | |||||||
Adjustment to Diluted (Loss) Earnings per Common Share (1) | 0.02 | — | — | (0.02 | ) | |||||||||||
Adjusted Diluted (Loss) Earnings per Common Share, as calculated using adjusted weighted-average diluted shares (1) | (0.09 | ) | 0.02 | 1.18 | 0.15 | |||||||||||
Adjustments (2): | ||||||||||||||||
Non-cash mark-to-market adjustments and cash settlements on interest rate swaps | (0.01 | ) | 1.14 | (1.83 | ) | 1.36 | ||||||||||
Premium on debt extinguishment | 0.86 | — | 0.86 | — | ||||||||||||
Provision for legal settlement | (0.01 | ) | — | 0.93 | — | |||||||||||
Integration costs | 0.05 | 0.07 | 0.06 | 0.18 | ||||||||||||
Transaction costs | 0.03 | 0.01 | 0.03 | 0.01 | ||||||||||||
Restructuring and plant closure costs, including accelerated depreciation | — | 0.01 | — | 0.07 | ||||||||||||
Assets held for sale | — | 0.06 | — | 0.11 | ||||||||||||
Inventory valuation adjustments on acquired businesses | — | — | — | 0.01 | ||||||||||||
Mark-to-market adjustments on commodity hedges | 0.01 | (0.05 | ) | (0.04 | ) | 0.01 | ||||||||||
Gain on sale of business | — | (0.03 | ) | — | (0.03 | ) | ||||||||||
Foreign currency gain on intercompany loans | — | (0.01 | ) | — | — | |||||||||||
Total Net Adjustments | 0.93 | 1.20 | 0.01 | 1.72 | ||||||||||||
Income tax effect on adjustments (3) | (0.33 | ) | (0.39 | ) | — | (0.56 | ) | |||||||||
Non-GAAP dilutive preferred stock dividends adjustment (4) | 0.04 | 0.04 | — | 0.09 | ||||||||||||
Adjusted Diluted Earnings per Common Share | $ | 0.55 | $ | 0.87 | $ | 1.19 | $ | 1.40 | ||||||||
(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 the three and six months ended March 31, 2017 and the adjusted effective tax rate excluding certain discrete items of 32.5% for the three and six months ended March 31, 2016. | ||||||||||||||||
(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 the three months ended March 31, 2017 and 2016 and for the six months ended March 31, 2016. 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. |
Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net (Loss) Earnings | $ | (4.0 | ) | $ | 4.9 | $ | 93.6 | $ | 30.4 | ||||||
Income tax (benefit) expense | (0.2 | ) | (10.5 | ) | 50.0 | 3.2 | |||||||||
Interest expense, net | 80.2 | 77.2 | 153.1 | 155.0 | |||||||||||
Loss on extinguishment of debt | 62.5 | — | 62.5 | — | |||||||||||
Non-cash mark-to-market adjustments and cash settlements on interest rate swaps | (1.0 | ) | 90.9 | (145.5 | ) | 106.8 | |||||||||
Depreciation and amortization, including accelerated depreciation | 78.0 | 76.4 | 155.1 | 151.2 | |||||||||||
Provision for legal settlement | (0.9 | ) | — | 73.6 | — | ||||||||||
Non-cash stock-based compensation | 6.5 | 4.9 | 11.4 | 8.4 | |||||||||||
Integration costs | 4.3 | 5.8 | 4.8 | 13.7 | |||||||||||
Transaction costs | 2.6 | 0.1 | 2.7 | 1.1 | |||||||||||
Restructuring and plant closure costs | — | 0.8 | 0.2 | 5.3 | |||||||||||
Assets held for sale | — | 4.4 | (0.2 | ) | 8.4 | ||||||||||
Inventory valuation adjustments on acquired businesses | — | — | — | 1.1 | |||||||||||
Mark-to-market adjustments on commodity hedges | 0.7 | (4.2 | ) | (2.7 | ) | 1.0 | |||||||||
Gain on sale of business | — | (2.0 | ) | — | (2.0 | ) | |||||||||
Foreign currency gain on intercompany loans | (0.2 | ) | (0.9 | ) | — | (0.2 | ) | ||||||||
Adjusted EBITDA | $ | 228.5 | $ | 247.8 | $ | 458.6 | $ | 483.4 | |||||||
Adjusted EBITDA as a percentage of Net Sales | 18.2 | % | 19.5 | % | 18.3 | % | 19.2 | % |
Post Consumer Brands | Michael Foods Group | Active Nutrition | Private Brands | Corporate/ Other | Total | ||||||||||||||||||
Segment Profit | $ | 90.1 | $ | 42.7 | $ | 21.2 | $ | 9.5 | $ | — | $ | 163.5 | |||||||||||
General corporate expenses and other | — | — | — | — | (26.0 | ) | (26.0 | ) | |||||||||||||||
Operating Profit (Loss) | 90.1 | 42.7 | 21.2 | 9.5 | (26.0 | ) | 137.5 | ||||||||||||||||
Depreciation and amortization | 27.3 | 36.8 | 6.3 | 6.7 | 0.9 | 78.0 | |||||||||||||||||
Provision for legal settlement | (0.9 | ) | — | — | — | — | (0.9 | ) | |||||||||||||||
Non-cash stock-based compensation | — | — | — | — | 6.5 | 6.5 | |||||||||||||||||
Integration costs | 4.3 | — | — | — | — | 4.3 | |||||||||||||||||
Transaction costs | — | — | — | — | 2.6 | 2.6 | |||||||||||||||||
Mark-to-market adjustments on commodity hedges | — | (0.5 | ) | — | — | 1.2 | 0.7 | ||||||||||||||||
Foreign currency gain on intercompany loans | — | — | — | — | (0.2 | ) | (0.2 | ) | |||||||||||||||
Adjusted EBITDA | $ | 120.8 | $ | 79.0 | $ | 27.5 | $ | 16.2 | $ | (15.0 | ) | $ | 228.5 | ||||||||||
Adjusted EBITDA as a percentage of Net Sales | 28.0 | % | 15.3 | % | 15.5 | % | 12.3 | % | — | 18.2 | % |
Post Consumer Brands | Michael Foods Group | Active Nutrition | Private Brands | Corporate/ Other | Total | ||||||||||||||||||
Segment Profit | $ | 74.7 | $ | 89.6 | $ | 13.8 | $ | 7.7 | $ | — | $ | 185.8 | |||||||||||
General corporate expenses and other | — | — | — | — | (23.3 | ) | (23.3 | ) | |||||||||||||||
Operating Profit (Loss) | 74.7 | 89.6 | 13.8 | 7.7 | (23.3 | ) | 162.5 | ||||||||||||||||
Depreciation and amortization, including accelerated depreciation | 26.2 | 36.1 | 6.2 | 6.2 | 1.7 | 76.4 | |||||||||||||||||
Non-cash stock-based compensation | — | — | — | — | 4.9 | 4.9 | |||||||||||||||||
Integration costs | 5.8 | — | — | — | — | 5.8 | |||||||||||||||||
Transaction costs | — | — | — | — | 0.1 | 0.1 | |||||||||||||||||
Restructuring and plant closure costs | — | — | — | — | 0.8 | 0.8 | |||||||||||||||||
Assets held for sale | — | — | — | — | 4.4 | 4.4 | |||||||||||||||||
Mark-to-market adjustments on commodity hedges | (0.4 | ) | (0.9 | ) | — | — | (2.9 | ) | (4.2 | ) | |||||||||||||
Gain on sale of business | — | (2.0 | ) | — | — | — | (2.0 | ) | |||||||||||||||
Foreign currency gain on intercompany loans | — | (0.9 | ) | — | — | — | (0.9 | ) | |||||||||||||||
Adjusted EBITDA | $ | 106.3 | $ | 121.9 | $ | 20.0 | $ | 13.9 | $ | (14.3 | ) | $ | 247.8 | ||||||||||
Adjusted EBITDA as a percentage of Net Sales | 24.2 | % | 21.9 | % | 13.9 | % | 10.7 | % | — | 19.5 | % |
Post Consumer Brands | Michael Foods Group | Active Nutrition | Private Brands | Corporate/ Other | Total | ||||||||||||||||||
Segment Profit | $ | 171.7 | $ | 25.7 | $ | 46.1 | $ | 16.5 | $ | — | $ | 260.0 | |||||||||||
General corporate expenses and other | — | — | — | — | (46.3 | ) | (46.3 | ) | |||||||||||||||
Operating Profit (Loss) | 171.7 | 25.7 | 46.1 | 16.5 | (46.3 | ) | 213.7 | ||||||||||||||||
Depreciation and amortization | 54.1 | 73.5 | 12.5 | 13.2 | 1.8 | 155.1 | |||||||||||||||||
Provision for legal settlement | (0.9 | ) | 74.5 | — | — | — | 73.6 | ||||||||||||||||
Non-cash stock-based compensation | — | — | — | — | 11.4 | 11.4 | |||||||||||||||||
Integration costs | 4.8 | — | — | — | — | 4.8 | |||||||||||||||||
Transaction costs | — | — | — | — | 2.7 | 2.7 | |||||||||||||||||
Restructuring and plant closure costs | — | — | — | — | 0.2 | 0.2 | |||||||||||||||||
Assets held for sale | — | — | — | — | (0.2 | ) | (0.2 | ) | |||||||||||||||
Mark-to-market adjustments on commodity hedges | — | (2.4 | ) | — | — | (0.3 | ) | (2.7 | ) | ||||||||||||||
Adjusted EBITDA | $ | 229.7 | $ | 171.3 | $ | 58.6 | $ | 29.7 | $ | (30.7 | ) | $ | 458.6 | ||||||||||
Adjusted EBITDA as a percentage of Net Sales | 27.0 | % | 16.2 | % | 17.7 | % | 11.1 | % | — | 18.3 | % |
Post Consumer Brands | Michael Foods Group | Active Nutrition | Private Brands | Corporate/ Other | Total | ||||||||||||||||||
Segment Profit | $ | 137.6 | $ | 170.4 | $ | 24.3 | $ | 20.6 | $ | — | $ | 352.9 | |||||||||||
General corporate expenses and other | — | — | — | — | (57.5 | ) | (57.5 | ) | |||||||||||||||
Operating Profit (Loss) | 137.6 | 170.4 | 24.3 | 20.6 | (57.5 | ) | 295.4 | ||||||||||||||||
Depreciation and amortization, including accelerated depreciation | 52.5 | 70.5 | 12.4 | 12.4 | 3.4 | 151.2 | |||||||||||||||||
Non-cash stock-based compensation | — | — | — | — | 8.4 | 8.4 | |||||||||||||||||
Integration costs | 13.7 | — | — | — | — | 13.7 | |||||||||||||||||
Transaction costs | — | — | — | — | 1.1 | 1.1 | |||||||||||||||||
Restructuring and plant closure costs | — | — | — | — | 5.3 | 5.3 | |||||||||||||||||
Assets held for sale | — | — | — | — | 8.4 | 8.4 | |||||||||||||||||
Inventory valuation adjustments on acquired businesses | — | 1.1 | — | — | — | 1.1 | |||||||||||||||||
Mark-to-market adjustments on commodity hedges | (0.3 | ) | 0.4 | — | — | 0.9 | 1.0 | ||||||||||||||||
Gain on sale of business | — | (2.0 | ) | — | — | — | (2.0 | ) | |||||||||||||||
Foreign currency (gain) loss on intercompany loans | — | (0.5 | ) | — | — | 0.3 | (0.2 | ) | |||||||||||||||
Adjusted EBITDA | $ | 203.5 | $ | 239.9 | $ | 36.7 | $ | 33.0 | $ | (29.7 | ) | $ | 483.4 | ||||||||||
Adjusted EBITDA as a percentage of Net Sales | 23.9 | % | 21.0 | % | 14.1 | % | 12.4 | % | — | 19.2 | % |
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