Post Holdings Reports Results for the Third Quarter of Fiscal Year 2023; Raises Fiscal Year 2023 Outlook

ST. LOUIS, Aug. 03, 2023 (GLOBE NEWSWIRE) -- Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, today reported results for the third fiscal quarter ended June 30, 2023.

Highlights:

• Third quarter net sales of $1.9 billion
• Operating profit of $158.3 million; net earnings from continuing operations of $89.6 million and Adjusted EBITDA (non-GAAP)* of $338.2 million
• Raised Adjusted EBITDA (non-GAAP)* guidance range for fiscal year 2023 to $1,180-$1,200 million
  

*For additional information regarding non-GAAP measures, such as Adjusted EBITDA, Adjusted net earnings from continuing operations and segment Adjusted EBITDA, see the related explanations presented under “Use of Non-GAAP Measures” later in this release. Post provides Adjusted EBITDA guidance only on a non-GAAP basis and does not provide a reconciliation of its forward-looking Adjusted EBITDA non-GAAP guidance measure to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including the adjustments described under “Outlook” below.

Basis of Presentation

On March 10, 2022, Post’s distribution to its shareholders of 80.1% of its interest in BellRing Brands, Inc. (“BellRing”) was completed, and Post has subsequently disposed of the remaining portion of its interest in BellRing. Accordingly, the historical results of the BellRing business have been presented as discontinued operations in Post’s financial statements for prior periods.

On April 28, 2023, Post completed its acquisition of a portion of The J. M. Smucker Company’s (“Smucker”) pet food business (“Pet Food”), the results of which are included in the Post Consumer Brands segment.

Third Quarter Consolidated Operating Results

Net sales were $1,859.4 million, an increase of 21.9%, or $334.5 million, compared to $1,524.9 million in the prior year period, and included $275.3 in net sales from Pet Food. Gross profit was $501.6 million, or 27.0% of net sales, an increase of 37.5%, or $136.9 million, compared to $364.7 million, or 23.9% of net sales, in the prior year period. Results for the third quarter of 2023 reflected pricing actions across the business which offset input cost inflation. Supply chain disruptions eased during the third quarter of 2023 when compared to the prior year period but continued to drive higher manufacturing costs and customer order fulfillment rates below optimal levels.

Selling, general and administrative (“SG&A”) expenses were $300.9 million, or 16.2% of net sales, an increase of 33.7%, or $75.9 million, compared to $225.0 million, or 14.8% of net sales, in the prior year period. SG&A expenses in the third quarter of 2023 included $12.0 million of transaction costs and $12.1 million of integration costs, which were primarily related to the Pet Food acquisition and were treated as adjustments for non-GAAP measures. Operating profit was $158.3 million, an increase of 50.0%, or $52.8 million, compared to $105.5 million in the prior year period.

Net earnings from continuing operations were $89.6 million, a decrease of 47.4%, or $80.6 million, compared to $170.2 million in the prior year period. Net earnings from continuing operations included the following:

Diluted earnings from continuing operations and net earnings were both $89.6 million, or $1.38 per diluted common share, compared to $170.2 million, or $2.72 per diluted common share, in the prior year period. Adjusted net earnings from continuing operations (non-GAAP)* were $104.0 million, or $1.52 per diluted common share, compared to $42.4 million, or $0.69 per diluted common share, in the prior year period.

Adjusted EBITDA was $338.2 million, an increase of 34.8%, or $87.4 million, compared to $250.8 million in the prior year period.

Nine Month Consolidated Operating Results

Net sales were $5,045.6 million, an increase of 18.1%, or $773.5 million, compared to $4,272.1 million in the prior year period. Gross profit was $1,330.3 million, or 26.4% of net sales, an increase of 23.8%, or $255.4 million, compared to $1,074.9 million, or 25.2% of net sales, in the prior year period.

SG&A expenses were $768.9 million, or 15.2% of net sales, an increase of 12.9%, or $88.0 million, compared to $680.9 million, or 15.9% of net sales, in the prior year period. SG&A expenses in the nine months ended June 30, 2023 included $14.5 million of transaction costs and $19.5 million of integration costs, which were primarily related to the Pet Food acquisition and were treated as adjustments for non-GAAP measures. SG&A expenses in the nine months ended June 30, 2022 included $31.1 million of transaction costs, which were primarily related to the BellRing distribution and were treated as adjustments for non-GAAP measures. Operating profit was $445.9 million, an increase of 57.2%, or $162.2 million, compared to $283.7 million in the prior year period.

Net earnings from continuing operations were $235.6 million, a decrease of 63.8%, or $415.5 million, compared to $651.1 million in the prior year period. Net earnings from continuing operations included the following:

Diluted earnings from continuing operations per common share were $3.82, compared to $10.47 in the prior year period. Adjusted net earnings from continuing operations were $247.2 million, or $3.71 per diluted common share, compared to $51.0 million, or $0.82 per diluted common share, in the prior year period.

Adjusted EBITDA was $884.4 million, an increase of 29.3%, or $200.6 million, compared to $683.8 million in the prior year period.

The prior year period included net earnings from discontinued operations, net of tax and noncontrolling interest of $21.6 million. Net earnings were $235.6 million, or $3.82 per diluted common share, compared to $672.7 million, or $10.82 per diluted common share, in the prior year period.

Post Consumer Brands

North American ready-to-eat (“RTE”) cereal, pet food and peanut butter.

For the third quarter, net sales were $871.3 million, an increase of 51.6%, or $296.6 million, compared to the prior year period. Net sales included $275.3 million in the third quarter of 2023 attributable to Pet Food. Excluding the benefit from Pet Food in the current year period, volumes decreased 5.7% primarily driven by declines in peanut butter and branded cereal, partially offset by increases in private label cereal. Segment profit was $83.0 million, an increase of 1.5%, or $1.2 million, compared to the prior year period. Segment Adjusted EBITDA (non-GAAP)* was $151.4 million, an increase of 28.2%, or $33.3 million, compared to the prior year period.

For the nine months ended June 30, 2023, net sales were $2,025.1 million, an increase of 22.4%, or $370.0 million, compared to the prior year period. Segment profit was $237.8 million, an increase of 2.2%, or $5.2 million, compared to the prior year period. Segment Adjusted EBITDA was $378.7 million, an increase of 11.0%, or $37.6 million, compared to the prior year period.

Weetabix

Primarily United Kingdom (“U.K.”) RTE cereal, muesli and protein-based shakes.

For the third quarter, net sales were $134.2 million, an increase of 7.4%, or $9.3 million, compared to the prior year period. Net sales reflected a foreign currency exchange rate headwind of approximately 50 basis points. Volumes declined 4.7% as growth in private label biscuit was offset by declines in branded biscuit. Segment profit was $17.9 million, a decrease of 35.6%, or $9.9 million, compared to the prior year period. Segment Adjusted EBITDA was $27.6 million, a decrease of 25.8%, or $9.6 million, compared to the prior year period.

For the nine months ended June 30, 2023, net sales were $377.2 million, an increase of 4.6%, or $16.7 million, compared to the prior year period. Segment profit was $58.8 million, a decrease of 28.1%, or $23.0 million, compared to the prior year period. Segment Adjusted EBITDA was $85.3 million, a decrease of 22.2%, or $24.4 million, compared to the prior year period.

Foodservice

Primarily egg and potato products.

For the third quarter, net sales were $622.7 million, an increase of 7.5%, or $43.7 million, compared to the prior year period. Volumes increased 3.0%, driven by increased away-from-home egg and potato demand in the current year period. Potato volumes increased 6.8%, and egg volumes increased 2.3%. Segment profit was $107.7 million, an increase of 134.6%, or $61.8 million, compared to the prior year period. Segment Adjusted EBITDA was $144.5 million, an increase of 67.2%, or $58.1 million, compared to the prior year period.

For the nine months ended June 30, 2023, net sales were $1,856.4 million, an increase of 26.3%, or $386.9 million, compared to the prior year period. Segment profit was $264.9 million, an increase of 227.0%, or $183.9 million, compared to the prior year period. Segment Adjusted EBITDA was $363.5 million, an increase of 99.0%, or $180.8 million, compared to the prior year period.

Refrigerated Retail

Primarily side dish, egg, cheese and sausage products.

For the third quarter, net sales were $230.7 million, a decrease of 6.4%, or $15.7 million, compared to the prior year period. Volumes decreased 11.0%, primarily due to elasticities resulting from inflation-driven price increases and a shift towards private label products. Volume information by product is disclosed in a table presented later in this release. Segment profit was $18.0 million, an increase of 73.1%, or $7.6 million, compared to the prior year period. Segment Adjusted EBITDA was $37.1 million, an increase of 25.3%, or $7.5 million, compared to the prior year period.

For the nine months ended June 30, 2023, net sales were $786.4 million, a decrease of 0.1%, or $1.0 million, compared to the prior year period. Segment profit was $57.2 million, an increase of 39.5%, or $16.2 million, compared to the prior year period. Segment Adjusted EBITDA was $116.6 million, an increase of 14.3%, or $14.6 million, compared to the prior year period.

Interest, (Gain) Loss on Extinguishment of Debt, Income on Swaps and Income Tax

Interest expense, net was $72.7 million in the third quarter of 2023, compared to $75.6 million in the third quarter of 2022. The decrease in interest expense, net was primarily driven by increased interest income on investments held in trust prior to the PHPC Dissolution. Interest expense, net was $202.4 million in the nine months ended June 30, 2023, compared to $245.6 million in the nine months ended June 30, 2022. The decrease in interest expense, net was primarily driven by a decrease in the aggregate principal amount of debt outstanding resulting from repayments of certain indebtedness in the current and prior year period.

Gain on extinguishment of debt, net of $6.4 million and $21.2 million was recorded in the three and nine months ended June 30, 2023, respectively, primarily in connection with Post’s partial repurchase of its 4.625% senior notes due April 2030 and 4.50% senior notes due September 2031. Gain on extinguishment of debt, net of $10.2 million was recorded in the three months ended June 30, 2022 in connection with Post’s open market purchases of $73.9 million in total principal amounts of certain senior notes. Loss on extinguishment of debt, net of $9.1 million was recorded in the nine months ended June 30, 2022, primarily in connection with Post’s repayment of a portion of its 5.75% senior notes due March 2027.

Income on swaps, net relates to mark-to-market adjustments on interest rate swaps. Income on swaps, net was $17.1 million in the third quarter of 2023, compared to $131.6 million in the third quarter of 2022. Income on swaps, net was $20.4 million in the nine months ended June 30, 2023, compared to $222.9 million in the nine months ended June 30, 2022.

Income tax expense was $26.8 million in the third quarter of 2023, an effective income tax rate of 21.4%, compared to $35.0 million in the third quarter of 2022, an effective income tax rate of 15.9%. Income tax expense was $70.4 million in the nine months ended June 30, 2023, an effective income tax rate of 22.1%, compared to $43.3 million in the nine months ended June 30, 2022, an effective income tax rate of 5.8%. For the three and nine months ended June 30, 2022, the effective income tax rate differed significantly from the statutory tax rate primarily as a result of discrete income tax benefit items related to a non-cash mark-to-market adjustment on Post’s investment in BellRing and Post’s equity method loss attributable to 8th Avenue Food & Provisions, Inc. (“8th Avenue”).

PHPC Dissolution

On May 11, 2023, PHPC announced that it would not complete a partnering transaction within two years of the completion of its initial public offering (the “PHPC IPO”) and that the entity would liquidate and dissolve. On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A common stock, including the 4.0 million shares purchased by a subsidiary of Post in the PHPC IPO, for approximately $10.24 per share, which was paid from the PHPC trust account. PHPC subsequently delisted from the New York Stock Exchange and dissolved in June 2023 (the “PHPC Dissolution”).

Share Repurchases

During the third quarter of 2023, Post repurchased 1.9 million shares of its common stock for $166.8 million at an average price of $86.64 per share. During the nine months ended June 30, 2023, Post repurchased 2.9 million shares for $250.5 million at an average price of $86.91 per share. Subsequent to the end of the third quarter of 2023 through July 31, 2023, Post repurchased 0.7 million shares for $60.5 million at an average price of $86.39 per share. As of July 31, 2023, Post had $278.5 million remaining under its share repurchase authorization.

Outlook

Post management has raised its fiscal year 2023 Adjusted EBITDA range to $1,180-$1,200 million. Post management expects fiscal year 2024 Adjusted EBITDA to modestly exceed the midpoint of this updated fiscal year 2023 outlook. Post management expects fiscal year 2023 capital expenditures to range between $275-$300 million.

Post provides Adjusted EBITDA guidance only on a non-GAAP basis and does not provide a reconciliation of its forward-looking Adjusted EBITDA non-GAAP guidance measure to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation, including adjustments that could be made for income/expense on swaps, net, gain/loss on extinguishment of debt, net, equity method investment adjustment, mark-to-market adjustments on commodity and foreign exchange hedges and equity securities, transaction and integration costs and other charges reflected in Post’s reconciliations of historical numbers, the amounts of which, based on historical experience, could be significant. For additional information regarding Post’s non-GAAP measures, see the related explanations presented under “Use of Non-GAAP Measures.”

Use of Non-GAAP Measures

Post uses certain non-GAAP measures in this release to supplement the financial measures prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”). These non-GAAP measures include Adjusted net earnings/loss from continuing operations, Adjusted diluted earnings/loss from continuing operations per common share, Adjusted EBITDA and segment Adjusted EBITDA. The reconciliation of each of these non-GAAP measures to the most directly comparable GAAP measure is provided later in this release under “Explanation and Reconciliation of Non-GAAP Measures.”

Management uses certain of these non-GAAP measures, including Adjusted EBITDA and segment Adjusted EBITDA, as key metrics in the evaluation of underlying company and segment performance, in making financial, operating and planning decisions and, in part, in the determination of bonuses for its executive officers and employees. Additionally, Post is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Management believes the use of these non-GAAP measures provides increased transparency and assists investors in understanding the underlying operating performance of Post and its segments and in the analysis of ongoing operating trends. Non-GAAP measures are not prepared in accordance with GAAP, as they exclude certain items as described later in this release. These non-GAAP measures may not be comparable to similarly titled measures of other companies. For additional information regarding Post’s non-GAAP measures, see the related explanations provided under “Explanation and Reconciliation of Non-GAAP Measures.”

Conference Call to Discuss Earnings Results and Outlook

Post will host a conference call on Friday, August 4, 2023 at 9:00 a.m. ET to discuss financial results for the third quarter of fiscal year 2023 and fiscal year 2023 outlook and to respond to questions. Robert V. Vitale, President and Chief Executive Officer, and Matthew J. Mainer, Senior Vice President, Chief Financial Officer and Treasurer, will participate in the call.

Interested parties may join the conference call by registering in advance at the following link: https://register.vevent.com/register/BI21960298078440689f03d43008f8183c. Upon registration, participants will receive a dial-in number and a unique passcode to access the conference call. Interested parties are invited to listen to the webcast of the conference call, which can be accessed by visiting the Investors section of Post’s website at www.postholdings.com. A webcast replay also will be available for a limited period on Post’s website in the Investors section.

Prospective Financial Information

Prospective financial information is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the prospective financial information described above will not materialize or will vary significantly from actual results. For further discussion of some of the factors that may cause actual results to vary materially from the information provided above, see “Forward-Looking Statements” below. Accordingly, the prospective financial information provided above is only an estimate of what Post’s management believes is realizable as of the date of this release. It also should be recognized that the reliability of any forecasted financial data diminishes the farther in the future that the data is forecasted. In light of the foregoing, the information should be viewed in context and undue reliance should not be placed upon it.

Forward-Looking Statements

Certain matters discussed in this release and on Post’s conference call are forward-looking statements, including Post’s Adjusted EBITDA outlook for fiscal years 2023 and 2024 and Post’s capital expenditure outlook for fiscal year 2023. These forward-looking statements are sometimes identified from the use of forward-looking words such as “believe,” “should,” “could,” “potential,” “continue,” “expect,” “project,” “estimate,” “predict,” “anticipate,” “aim,” “intend,” “plan,” “forecast,” “target,” “is likely,” “will,” “can,” “may” or “would” or the negative of these terms or similar expressions, and include all statements regarding future performance, earnings projections, events or developments. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include, but are not limited to, the following:

• volatility in the cost or availability of inputs to Post’s businesses (including raw materials, energy and other supplies and freight);
• consumer and customer reaction to Post’s pricing actions;
• disruptions or inefficiencies in Post’s supply chain, inflation, labor shortages, public health crises, climatic events, avian influenza and other agricultural diseases and pests, fires and other events beyond Post’s control;
• changes in economic conditions, financial instability, disruptions in capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;
• Post’s high leverage, Post’s ability to obtain additional financing and service its outstanding debt (including covenants restricting the operation of Post’s businesses) and a potential downgrade in Post’s credit ratings;
• business disruption or other losses from political instability, terrorism, war or armed hostilities or geopolitical tensions;
• Post’s ability to hire and retain talented personnel, increases in labor-related costs, employee safety, labor strikes, work stoppages and unionization efforts;
• the ability of Post and its private brands customers to compete in their product categories, including the success of pricing, advertising and promotional programs and the ability to anticipate and respond to changes in consumer and customer preferences and behaviors;
• the success of new product introductions;
• allegations that Post’s products cause injury or illness, product recalls and withdrawals, product liability claims and other related litigation;
• compliance with existing and changing laws and regulations;
• the impact of litigation;
• Post’s ability to identify, complete and integrate or otherwise effectively execute acquisitions or other strategic transactions;
• Post’s ability to successfully integrate the Pet Food operations, deliver on the expected financial contribution, cost savings and synergies from the Pet Food acquisition and maintain relationships with Pet Food employees, customers and suppliers, while maintaining focus on Post’s pre-acquisition businesses;
• Post’s and Smucker’s ability to comply with certain ancillary agreements associated with the Pet Food acquisition;
• differences in Post’s actual operating results from any of Post’s guidance regarding its future performance;
• risks related to the intended tax treatment of Post’s divestitures of its interest in BellRing;
• Post’s ability to successfully implement business strategies to reduce costs;
• the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;
• costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents or information security breaches;
• Post’s reliance on third parties for the manufacture of many of its products;
• costs associated with the obligations of Bob Evans Farms, Inc. (“Bob Evans”) in connection with the sale of its restaurants business, including certain indemnification obligations and Bob Evans’s payment and performance obligations as a guarantor for certain leases;
• Post’s ability to protect its intellectual property and other assets and to license third party intellectual property;
• risks associated with Post’s international businesses;
• impairment in the carrying value of goodwill or other intangibles;
• changes in critical accounting estimates;
• losses or increased funding and expenses related to Post’s qualified pension or other postretirement plans;
• conflicting interests or the appearance of conflicting interests resulting from any of Post’s directors and officers also serving as directors or officers of other companies; and
• other risks and uncertainties described in Post’s filings with the Securities and Exchange Commission.
  

These forward-looking statements represent Post’s judgment as of the date of this release. Post disclaims, however, any intent or obligation to update these forward-looking statements.

About Post Holdings, Inc.

Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company with businesses operating in the center-of-the-store, refrigerated, foodservice and food ingredient categories. Its businesses include Post Consumer Brands, Weetabix, Michael Foods and Bob Evans Farms. Post Consumer Brands is a leader in the North American ready-to-eat cereal and pet food categories and also markets Peter Pan^® peanut butter. Weetabix is home to the United Kingdom’s number one selling ready-to-eat cereal brand, Weetabix^®. Michael Foods and Bob Evans Farms are leaders in refrigerated foods, delivering innovative, value-added egg and refrigerated potato side dish products to the foodservice and retail channels. Post participates in the private brand food category through its ownership interest in 8th Avenue Food & Provisions, Inc. For more information, visit www.postholdings.com.

Contact:
Investor Relations
Daniel O’Rourke
daniel.orourke@postholdings.com
(314) 806-3959

Media Relations
Lisa Hanly
lisa.hanly@postholdings.com
(314) 665-3180

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except per share data)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions)

SELECTED CONDENSED CONSOLIDATED CASH FLOWS FROM CONTINUING OPERATIONS
INFORMATION (Unaudited)
(in millions)

SEGMENT INFORMATION (Unaudited)
(in millions)

SUPPLEMENTAL REFRIGERATED RETAIL SEGMENT INFORMATION (Unaudited)
The below table presents volume percentage changes for the current quarter compared to the prior year quarter for products within the Refrigerated Retail segment.

EXPLANATION AND RECONCILIATION OF NON-GAAP MEASURES

Post uses certain non-GAAP measures in this release to supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP measures include Adjusted net earnings/loss from continuing operations, Adjusted diluted earnings/loss from continuing operations per common share, Adjusted EBITDA and segment Adjusted EBITDA. The reconciliation of each of these non-GAAP measures to the most directly comparable GAAP measure is provided in the tables following this section. Non-GAAP measures are not prepared in accordance with GAAP, as they exclude certain items as described below. These non-GAAP measures may not be comparable to similarly titled measures of other companies.

Adjusted net earnings/loss from continuing operations and Adjusted diluted earnings/loss from continuing operations per common share
Post believes Adjusted net earnings/loss from continuing operations and Adjusted diluted earnings/loss from continuing operations per common share are useful to investors in evaluating Post’s operating performance because they exclude items that affect the comparability of Post’s financial results and could potentially distort an understanding of the trends in business performance.

Adjusted net earnings/loss from continuing operations and Adjusted diluted earnings/loss from continuing operations per common share are adjusted for the following items:

1. Gain/loss on investment in BellRing: Post has excluded the impact of its gain/loss on investment in BellRing due to the inherent volatility associated with such amount based on changes in market pricing variations and as the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
2. Income/expense on swaps, net: Post has excluded the impact of mark-to-market adjustments and cash settlements on interest rate swaps due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to estimates of fair value and economic conditions and as the amount and frequency of such adjustments are not consistent.
3. Debt premiums and tender fees paid/discounts received, net: Post has excluded payments and other expenses for premiums and tender fees on debt extinguishment, net of gains realized on debt repurchased at a discount, as such payments are inconsistent in amount and frequency. Additionally, Post believes that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
4. Mark-to-market adjustments on commodity and foreign exchange hedges and warrant liabilities: Post has excluded the impact of mark-to-market adjustments on commodity and foreign exchange hedges and warrant liabilities due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates. Additionally, these adjustments are primarily non-cash items and the amount and frequency of such adjustments are not consistent.
5. Transaction costs and integration costs: Post has excluded transaction costs related to professional service fees and other related costs associated with signed and closed business combinations and divestitures, costs incurred in connection with Post’s distribution of its interest in BellRing and integration costs incurred to integrate acquired or to-be-acquired businesses as Post believes that these exclusions allow for more meaningful evaluation of Post’s current operating performance and comparisons of Post’s operating performance to other periods. Post believes such costs are generally not relevant to assessing or estimating the long-term performance of acquired assets as part of Post or the performance of the divested assets, and such costs are not factored into management’s evaluation of potential acquisitions or Post’s performance after completion of an acquisition or the evaluation to divest an asset. In addition, the frequency and amount of such charges varies significantly based on the size and timing of the transaction and the maturity of the businesses being acquired or divested. Also, the size, complexity and/or volume of past transactions, which often drive the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of future transactions. By excluding these expenses, management is better able to evaluate Post’s ability to utilize its existing assets and estimate the long-term value that acquired assets will generate for Post.
6. Inventory revaluation adjustment on acquired businesses: Post has excluded the impact of fair value step-up adjustments to inventory in connection with business combinations as such adjustments represent non-cash items, are not consistent in amount and frequency and are significantly impacted by the timing and size of Post’s acquisitions.
7. Gain on dissolution of PHPC: Post has excluded the impact of a gain on the dissolution of PHPC primarily related to the write-off of costs recorded in connection with the initial public offering. Post believes that this gain does not reflect expected ongoing future income and does not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
8. Mark-to-market adjustments on equity securities: Post has excluded the impact of mark-to-market adjustments on investments in equity securities due to the inherent volatility associated with such amounts based on changes in market pricing variations and as the amount and frequency of such adjustments are not consistent. Additionally, these adjustments are primarily non-cash items and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
9. Gain/loss on assets held for sale: Post has excluded gains and losses recorded to adjust the carrying value of facilities and other assets classified as held for sale as the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
10. Restructuring and facility closure costs, including accelerated depreciation: Post has excluded certain costs associated with facility closures as the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
11. Asset disposal costs: Post has excluded costs recorded in connection with the disposal of certain assets which were never put into use as the amount and frequency of these costs are not consistent. Additionally, Post believes that these costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
12. Gain/loss on sale of business: Post has excluded gains and losses recorded on divestitures as the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
13. Costs expected to be indemnified, net: Post has excluded certain costs incurred and expected to be indemnified in connection with damaged assets and gains related to indemnification proceeds received above the carrying value of damaged assets, as Post believes such gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
14. Purchase price adjustment on acquisition: Post has excluded adjustments to the purchase price of an acquisition in excess of one year beyond the acquisition date as such amounts are inconsistent in amount and frequency. Post believes such costs are generally not relevant to assessing or estimating the long-term performance of acquired assets as part of Post, and such amounts are not factored into the performance of acquisitions after completion of acquisitions.
15. Provision for legal settlements: Post has excluded gains and losses recorded to recognize the anticipated or actual resolution of certain litigation as Post believes such gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
16. Advisory income: Post has excluded advisory income received from 8th Avenue as Post believes such income does not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
17. Noncontrolling interest adjustment: Post has included an adjustment to reflect the removal of the portion of the non-GAAP adjustments related to PHPC which were attributable to noncontrolling interest prior to the PHPC Dissolution in the calculation of Adjusted net earnings/loss from continuing operations and Adjusted diluted earnings/loss from continuing operations per common share, as Post believes this adjustment contributes to a more meaningful evaluation of Post’s current operating performance.
18. Income tax effect on adjustments: Post has included the income tax impact of the non-GAAP adjustments using a rate described in the applicable footnote of the reconciliation tables, as Post believes that its GAAP effective income tax rate as reported is not representative of the income tax expense impact of the adjustments.
19. U.K. tax reform expense: Post has excluded the impact of the income tax expense recorded during fiscal year 2022 which reflected the remeasurement of Post’s U.K. deferred tax assets and liabilities considering a 25% U.K. corporate income tax rate for future periods. Post believes that the expense as reported is not representative of Post’s current income tax position and exclusion of the expense allows for more meaningful comparisons of Post’s operating performance to other periods.
    
    Adjusted EBITDA and segment Adjusted EBITDA
    Post believes that Adjusted EBITDA is useful to investors in evaluating Post’s operating performance and liquidity because (i) Post believes it is widely used to measure a company’s operating performance without regard to items such as depreciation and amortization, which can vary depending upon accounting methods and the book value of assets, (ii) it presents a measure of corporate performance exclusive of Post’s capital structure and the method by which the assets were acquired and (iii) it is a financial indicator of a company’s ability to service its debt, as Post is required to comply with certain covenants and limitations that are based on variations of EBITDA in its financing documents. Post believes that segment Adjusted EBITDA is useful to investors in evaluating Post’s operating performance because it allows for assessment of the operating performance of each reportable segment. Management uses Adjusted EBITDA to provide forward-looking guidance and uses Adjusted EBITDA and segment Adjusted EBITDA to forecast future results.
    
    Adjusted EBITDA and segment Adjusted EBITDA reflect adjustments for income tax expense/benefit, interest expense, net and depreciation and amortization, and the following adjustments discussed above: gain/loss on investment in BellRing, income/expense on swaps, net, mark-to-market adjustments on commodity and foreign exchange hedges and warrant liabilities, transaction costs and integration costs, inventory revaluation adjustment on acquired businesses, gain on dissolution of PHPC, mark-to-market adjustments on equity securities, gain/loss on assets held for sale, restructuring and facility closure costs excluding accelerated depreciation, asset disposal costs, gain/loss on sale of business, costs expected to be indemnified, net, purchase price adjustment on acquisition, provision for legal settlements and advisory income. Additionally, Adjusted EBITDA and segment Adjusted EBITDA reflect adjustments for the following items:
20. Gain/loss on extinguishment of debt, net: Post has excluded gains and losses recorded on extinguishment of debt, inclusive of payments for premiums, the write-off of debt issuance costs and tender fees and the write-off of net unamortized debt premiums, net of gains realized on debt repurchased at a discount, as such gains and losses are inconsistent in amount and frequency. Additionally, Post believes that these gains and losses do not reflect expected ongoing future operating income and expenses and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.
21. Non-cash stock-based compensation: Post’s compensation strategy includes the use of stock-based compensation to attract and retain executives and employees by aligning their long-term compensation interests with shareholders’ investment interests. Post has excluded non-cash stock-based compensation as non-cash stock-based compensation can vary significantly based on reasons such as the timing, size and nature of the awards granted and subjective assumptions which are unrelated to operational decisions and performance in any particular period and does not contribute to meaningful comparisons of Post’s operating performances to other periods.
22. Equity method investment adjustment: Post has included adjustments for the 8th Avenue equity investment loss and Post’s portion of income tax expense/benefit, interest expense, net and depreciation and amortization for Weetabix’s unconsolidated investment accounted for using equity method accounting, as Post believes these adjustments contribute to a more meaningful evaluation of Post’s current operating performance.
23. Noncontrolling interest adjustment: Post has included adjustments for (i) the portion of PHPC’s consolidated net earnings/loss prior to the PHPC Dissolution which was allocated to noncontrolling interest, resulting in Adjusted EBITDA including 100% of the consolidated Adjusted EBITDA of PHPC, as Post believes this basis contributes to a more meaningful evaluation of the consolidated operating company performance and (ii) income tax expense/benefit, interest expense, net and depreciation and amortization for Weetabix’s consolidated investment which is attributable to the noncontrolling owners of Weetabix’s consolidated investment, as Post believes these adjustments contribute to a more meaningful evaluation of Post’s current operating performance.

RECONCILIATION OF NET EARNINGS FROM CONTINUING OPERATIONS
TO ADJUSTED NET EARNINGS FROM CONTINUING OPERATIONS (Unaudited)
(in millions)

RECONCILIATION OF DILUTED EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE
TO ADJUSTED DILUTED EARNINGS FROM CONTINUING OPERATIONS PER COMMON SHARE (Unaudited)

RECONCILIATION OF NET EARNINGS FROM CONTINUING OPERATIONS TO ADJUSTED EBITDA (Unaudited)
(in millions)

RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
THREE MONTHS ENDED JUNE 30, 2023
(in millions)

RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
THREE MONTHS ENDED JUNE 30, 2022
(in millions)

RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
NINE MONTHS ENDED JUNE 30, 2023
(in millions)

RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)
NINE MONTHS ENDED JUNE 30, 2022
(in millions)