post-202204120001530950false00015309502022-04-122022-04-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 12, 2022
Post Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Missouri | 001-35305 | 45-3355106 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| 2503 S. Hanley Road | St. Louis | Missouri | 63144 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (314) 644-7600
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | POST | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
In a press release dated April 12, 2022, a copy of which is attached hereto as Exhibit 99.1 (the "Press Release"), and the text of which is incorporated herein by reference, Post Holdings, Inc. (the "Company") provided financial guidance for fiscal year 2022.
The Press Release also provides information regarding an avian influenza incident at one of the Company's Michael Foods owned egg-laying facilities.
The information contained in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| | | | | |
Exhibit No. | Description |
| |
| 99.1 | |
| |
| 104 | Cover Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | |
Date: April 12, 2022 | Post Holdings, Inc. |
| (Registrant) |
| | |
| By: | /s/ Jeff A. Zadoks |
| Name: | Jeff A. Zadoks |
| Title: | EVP & Chief Financial Officer |
Exhibit 99.1
Post Holdings Reports Avian Influenza at a Company Owned Facility and Provides Fiscal Year 2022 Adjusted EBITDA Outlook
St. Louis – April 12, 2022 - Post Holdings, Inc. (NYSE:POST), a consumer packaged goods holding company, today provided information regarding an avian influenza incident at one of Michael Foods’ owned egg-laying facilities. Post also provided non-GAAP Adjusted EBITDA guidance for fiscal year 2022.
Avian Influenza Discussion
Today, a Michael Foods owned egg-laying flock in Nebraska tested positive for avian influenza. The facility houses approximately 2 million egg-laying hens, or approximately 4% of Post’s controlled supply, inclusive of third party contracted farms.
Fiscal Year 2022 Outlook
On March 10, 2022, Post’s distribution to its shareholders of 80.1% of its interest in BellRing Brands, Inc. (“BellRing”) was completed. Accordingly, the historical results of the BellRing business will be presented as discontinued operations in Post’s financial statements. Excluding BellRing for the entirety of fiscal year 2022, Post management expects Adjusted EBITDA for fiscal year 2022 to be between $910-$940 million. This outlook incorporates all known variables including input costs and labor markets, as well as today’s announcement of avian influenza. It does not incorporate significant expansion of avian influenza within Post’s network – the impact of which is uncertain.
The APHIS division of the USDA and individual states track and report individual incidents of avian influenza. Post does not expect to provide additional updates on specific incidents unless the cumulative effect of subsequent incidents exceeds 5% of Post’s controlled supply. Moreover, Post does not expect to provide an additional update to its outlook until its second quarter earnings release, regardless of the extent of avian influenza.
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, equity method investment adjustment, mark-to-market adjustments on commodity and foreign exchange hedges and warrant liabilities and equity securities, gain/loss on assets held for sale, gain/loss on sale of business, 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 explanation presented under “Post’s Use of Non-GAAP Measure.”
Post’s Use of Non-GAAP Measure
Post uses Adjusted EBITDA, a non-GAAP measure, in this release to supplement the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP). Adjusted EBITDA is not prepared in accordance with U.S. GAAP, as it excludes certain items, and may not be comparable to similarly-titled measures of other companies. Management uses certain non-GAAP measures, including 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.
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.
Reliance on Third Party Information
With respect to the references to APHIS and state tracking systems of avian influenza, Post acknowledges that such third parties make no representation or warranty concerning the content, accuracy, completeness, availability or timeliness of any information contained therein. Post makes no representation or warranty regarding the accuracy, completeness or reliability of any schedule, report or other information provided by such third parties. Post has not independently verified any of the data from third party sources nor has it ascertained the underlying facts on which such data is based.
Forward-Looking Statements
Certain matters discussed in this press release are forward-looking statements. These forward-looking statements are made based on known events and circumstances at the time of release, and as such, are subject to uncertainty and changes in circumstances. These forward-looking statements include Post’s fiscal year 2022 outlook. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from the forward-looking statements made herein. These risks and uncertainties include the recent avian influenza outbreak in the United States and the impact of the avian influenza incident described above on Post’s financial results, the ongoing conflict in Ukraine 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. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
About Post Holdings, Inc.
Post Holdings, Inc., headquartered in St. Louis, Missouri, is a consumer packaged goods holding company operating in the center-of-the-store, 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 category and also markets Peter Pan® nut butters. 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 global convenient nutrition category through its minority ownership of BellRing Brands, Inc., a publicly-traded holding company offering ready-to-drink shake and powder protein products. Post participates in the private brand food category through its investment with third parties in 8th Avenue Food & Provisions, Inc., a leading, private brand centric, consumer products holding company. For more information, visit www.postholdings.com.
Contact:
Investor Relations
Jennifer Meyer
(314) 644-7665
Media Relations
Lisa Hanly
(314) 665-3180
