Post Holdings Inc
For the period ended Dec 31, 2024. Filed Feb 7, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 7, 2025
POST$83.05-2.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-02.
0001530950-24-000223
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-07.
0001530950-25-000073
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 148 previous paragraphs and 114 current paragraphs.
64 unchanged; 37 reworded; 12 added; 46 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
•shifting consumer preferences from branded to private label or other value products as consumers continue to be impacted by rising costs, which has negatively impacted sales volumes within our Refrigerated Retail, Post Consumer Brands and Weetabix segments and driven shifts in product mix toward lower margin products within our Post Consumer Brands and Weetabix segments.
Current report
Fiscal 2025
Current report
During the three months ended December 31, 2023, we recognized a net gain of $3.1 million related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $3.3 million, partially offset by the write-off of debt issuance costs of $0.2 million.
Current report
Net sales for the Post Consumer Brands segment decreased $24.7 million, or 2%, for the three months ended December 31, 2024, when compared to the prior year period. Pet food product sales were down $17.7 million, or 4%, driven by 4% lower volumes primarily due to the rationalization of and pricing actions in low-margin products, higher customer inventory levels and decreased consumption, partially offset by the inclusion of two incremental months of Perfection. Cereal product sales were down $7.9 million, or 1%, driven by 2% lower volumes primarily related to category declines. Other product sales were up $0.9 million.
Current report
Segment profit for the three months ended December 31, 2024 decreased $1.7 million, or 1%, when compared to the prior year period. This decrease was primarily driven by lower net sales, as previously discussed, and increased integration costs of $9.0 million. These negative impacts were partially offset by lower raw material costs of $15.5 million and lower manufacturing costs of $7.8 million.
Current report
Segment profit for the three months ended December 31, 2024 decreased $5.1 million, or 24%, when compared to the prior year period. This decrease was primarily driven by higher raw material costs of $2.1 million and lower net sales, as previously discussed, partially offset by lower advertising and consumer spending.
Current report
Segment profit for the three months ended December 31, 2024 increased $10.4 million, or 14%, when compared to the prior year period, driven by higher net sales, as previously discussed, and lower freight costs of $1.7 million. These positive impacts were partially offset by higher raw material costs of $24.9 million and higher manufacturing costs of $4.2 million.
Current report
Segment profit for the three months ended December 31, 2024 decreased $11.4 million, or 32%, when compared to the prior year period, driven by higher raw material costs of $6.1 million, higher manufacturing costs of $5.3 million and lower net sales, as previously discussed. These negative impacts were partially offset by lower freight costs of $1.4 million.
Current report
Three months ended December 31, 2024
Current report
Three months ended December 31, 2023
Current report
Three months ended December 31, 2024
Current report
Three months ended December 31, 2023
Removed paragraphs (46)
Previous report
Transactions
Previous report
Post Holdings Partnering Corporation
Previous report
In May and June 2021, we and Post Holdings Partnering Corporation (“PHPC”), a special purpose acquisition company, consummated the initial public offering of 34.5 million units of PHPC (the “PHPC Units” and such transaction, the “PHPC IPO”), of which our wholly-owned subsidiary (“PHPC Sponsor”) purchased 4.0 million PHPC Units. Each PHPC Unit consisted of one share of Series A common stock of PHPC (“PHPC Series A Common Stock”) and one-third of one redeemable warrant to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Warrants”). The PHPC Units were sold at a price of $10.00 per PHPC Unit, generating gross proceeds to PHPC of $345.0 million. Under the terms of the PHPC IPO, PHPC was required to consummate a partnering transaction by May 28, 2023, which could have been extended to August 28, 2023 in certain circumstances (the “Combination Period”).
Previous report
Substantially concurrently with the closing of the PHPC IPO, PHPC completed the private sale of 1.1 million units of PHPC (the “PHPC Private Placement Units”), at a purchase price of $10.00 per PHPC Private Placement Unit, to PHPC Sponsor, generating proceeds to PHPC of $10.9 million (the “PHPC Private Placement”). Each PHPC Private Placement Unit consisted of one share of PHPC Series A Common Stock and one-third of one redeemable warrant of PHPC to purchase one share of PHPC Series A Common Stock at an exercise price of $11.50 per share (the “PHPC Private Placement Warrants”).
Previous report
In addition, we, through PHPC Sponsor’s ownership of 8.6 million shares of Series F common stock of PHPC (the “PHPC Series F Common Stock”), had certain governance rights in PHPC relating to the election of PHPC directors and voting rights on amendments to PHPC’s amended and restated certificate of incorporation.
Previous report
Proceeds of$345.0 million were deposited in a trust account established for the benefit of PHPC’s public stockholders, which consisted of certain proceeds from the PHPC IPO and certain proceeds from the PHPC Private Placement, net of underwriters’ discounts and commissions and other costs and expenses.
Previous report
The public stockholders’ ownership of PHPC equity represented a noncontrolling interest (“NCI”) to us, which was classified outside of permanent shareholders’ equity as the PHPC Series A Common Stock was redeemable at the option of the public stockholders in certain circumstances.
Previous report
On May 11, 2023, PHPC announced that it would not complete a partnering transaction within the Combination Period and that the entity would liquidate and dissolve in accordance with the terms of its amended and restated certificate of incorporation. Subsequent to the decision to liquidate and dissolve, PHPC completed certain winding-up activities, which included writing-off the deferred underwriting commissions as the underwriters agreed to waive their rights to these amounts should a partnering transaction not occur. We recorded a $10.7 million gain in connection with this write-off during the third quarter of fiscal 2023.
Previous report
On May 28, 2023, the PHPC Warrants and the PHPC Private Placement Warrants expired worthless, as PHPC had not completed a partnering transaction before the expiration of the Combination Period.
Previous report
On May 30, 2023, PHPC redeemed all of the outstanding public shares of PHPC Series A Common Stock (the “PHPC Redemption”). Each share of PHPC Series A Common Stock was redeemed for approximately $10.24 per share, representing the per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account not previously released to pay taxes or dissolution expenses, divided by the number of then outstanding shares of PHPC Series A Common Stock. In connection with the PHPC Redemption, $353.4 million of funds held in the trust account immediately prior to the PHPC Redemption were distributed to redeem all of the outstanding shares of PHPC Series A Common Stock. We received $40.9 million from the PHPC Redemption related to our ownership of 4.0 million shares of PHPC Series A Common Stock.
Previous report
Subsequent to the PHPC Redemption, PHPC delisted from the New York Stock Exchange and dissolved in June 2023, and all classes of shares of PHPC equity were cancelled, including the PHPC Private Placement Units and the shares of PHPC Series F Common Stock, which were surrendered by PHPC Sponsor for no consideration. PHPC Sponsor subsequently dissolved in August 2023.
Previous report
On April 28, 2023, we completed our acquisition of a portion of The J. M. Smucker Company’s (“Smucker”) pet food business, including brands such as Rachael Ray Nutrish, Nature’s Recipe,9Lives, Kibbles ’n Bits and Gravy Train, private label pet food assets and certain manufacturing and distribution facilities (collectively, “Pet Food”), which is reported in our Post Consumer Brands segment. In connection with the Pet Food acquisition, we entered into a transition services agreement with Smucker (the “TSA”) pursuant to which Smucker provides certain Pet Food support services to us for a transition period of 18 months (or up to 24 months at our election) following the close of the acquisition based on the terms set forth in the TSA. Pet Food receivables and payables are settled between us and Smucker monthly on a net basis per the terms of the TSA.
Previous report
Net sales increased $867.0 million, or 17%, during the nine months ended June 30, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.
Previous report
Operating profit increased $156.7 million, or 35%, during the nine months ended June 30, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands, Refrigerated Retail and Weetabix segments, partially offset by lower segment profit within our Foodservice segment and higher general corporate expenses.
Previous report
During the three months ended June 30, 2024, we recognized a net gain of $1.8 million related to the partial repurchase of our 4.50% senior notes. The net gain included debt discounts received of $1.9 million, partially offset by the write-off of debt issuance costs of $0.1 million.
Previous report
During the nine months ended June 30, 2024, we recognized a net gain of $4.6 million related to the repayment of our Fourth Incremental Term Loan (as defined in “Liquidity and Capital Resources” within this section), the redemption of our 5.75% senior notes and the partial repurchase of our 4.50% senior notes. The net gain included the write-off of unamortized premiums of $4.6 million and net discounts received of $3.5 million, partially offset by the write-off of debt issuance costs of $3.5 million.
Previous report
During the nine months ended June 30, 2023, we recognized a net gain of $21.2 million primarily related to the partial repurchase of our 4.50% and 4.625% senior notes. The net gain included debt discounts received of $23.3 million and the write-off of unamortized premiums of $0.3 million, partially offset by the write-off of debt issuance costs of $1.3 million related to our 4.50% and 4.625% senior notes and $1.1 million related to an incremental term loan under our Credit Agreement (as defined in “Liquidity and Capital Resources” within this section) pursuant to Joinder Agreement No. 3 (the “Third Incremental Term Loan”).
Previous report
During the three and nine months ended June 30, 2023, we recognized income on swaps, net of $17.1 million and $20.4 million, respectively, related to mark-to-market adjustments on our interest rate swaps.
Previous report
Net sales for the Post Consumer Brands segment increased $136.8 million, or 16%, for the three months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of one incremental month of Pet Food net sales of $130.1 million and three months of Perfection net sales of $62.1 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Volumes increased 24%, primarily driven by the inclusion of one incremental month of Pet Food and three months of Perfection, partially offset by volume decreases in branded and non-retail cereal.
Previous report
Net sales for the Post Consumer Brands segment increased $1,037.1 million, or 51%, for the nine months ended June 30,
Previous report
2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of seven incremental months of Pet Food net sales of $932.8 million and seven months of Perfection net sales of $146.7 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases taken to mitigate inflation. Volumes increased 88%, primarily driven by the inclusion of seven incremental months of Pet Food and seven months of Perfection, partially offset by volume decreases in branded and non-retail cereal.
Previous report
Segment profit for the three months ended June 30, 2024 increased $45.6 million, or 55%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of one month of incremental costs attributable to Pet Food of $87.6 million and three months of costs attributable to Perfection of $51.8 million, partially offset by lower raw material costs of $7.6 million and lower freight costs of $4.3 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of one incremental month of Pet Food results and three months of Perfection results.
Previous report
Segment profit for the nine months ended June 30, 2024 increased $163.2 million, or 69%, when compared to the prior year period. The increase in segment profit was primarily driven by higher net sales, as previously discussed, partially offset by higher product costs. The increase in product costs was primarily driven by the inclusion of seven months of incremental costs attributable to Pet Food of $661.7 million and seven months of costs attributable to Perfection of $124.0 million, partially offset by lower freight costs of $21.0 million. In addition, warehousing costs, advertising and consumer spending and amortization expense increased compared to the prior year period, primarily due to the inclusion of seven incremental months of Pet Food results and seven months of Perfection results.
Previous report
Net sales for the Weetabix segment increased $26.0 million, or 7%, for the nine months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of seven months of Deeside net sales of$17.0 million and a favorable foreign currency exchange impact of $13.4 million. In addition to these impacts, average net selling prices increased primarily due to the annualization of prior year price increases. Volumes increased 13%, primarily driven by the inclusion of seven months of Deeside and volume increases in private label products, partially offset by volume decreases in branded products.
Previous report
Segment profit for the three months ended June 30, 2024 increased $6.2 million, or 35%, when compared to the prior year period. This increase was primarily driven by lower raw material and manufacturing costs of $6.7 million, partially offset by higher advertising and consumer spending of $2.5 million.
Previous report
Segment profit for the nine months ended June 30, 2024 increased $4.4 million, or 7%, when compared to the prior year period. This increase was primarily driven by lower raw material and manufacturing costs of $4.9 million and a favorable foreign currency exchange impact of $2.2 million, partially offset by higher advertising and consumer spending of $4.0 million.
Previous report
Net sales for the Foodservice segment decreased $33.6 million, or 5%, for the three months ended June 30, 2024, when compared to the prior year period. Egg product sales were down $39.0 million, or 7%, driven by lower average net selling prices due to a reduction in avian influenza pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix and volume increases of 1% as a result of distribution gains. Sales of side dishes were up $5.0 million, or 8%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 1% as a result of distribution gains. Sales of other products were up $0.4 million.
Previous report
Segment profit for the three months ended June 30, 2024 decreased $18.1 million, or 17%, when compared to the prior year period, driven by lower net sales, as previously discussed, and higher manufacturing costs of $6.6 million. These negative impacts were partially offset by lower raw material costs of $26.0 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $5.3 million.
Previous report
Segment profit for the nine months ended June 30, 2024 decreased $35.1 million, or 13%, when compared to the prior year period, driven by lower net sales, as previously discussed, higher manufacturing costs of $27.7 million and higher warehousing costs of $5.9 million. These negative impacts were partially offset by lower raw material costs of $146.4 million, primarily due to favorable grain and egg market prices compared to the prior year period, and lower freight costs of $19.9 million.
Previous report
Net sales for the Refrigerated Retail segment decreased $50.7 million, or 6%, for the nine months ended June 30, 2024, when compared to the prior year period, primarily driven by lower average net selling prices due to increased promotional spending in side dishes, egg and sausage. Egg product sales were down $34.6 million, or 24%, on 13% lower volumes due to distribution losses and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $14.0 million, or 10%, on 9% lower volumes due to distribution losses. Sausage sales decreased $0.7 million, or 1%, and were incrementally impacted by unfavorable customer mix, partially offset by volume increases of 4% due to increased promotional activities. Sales of side dishes increased $5.6 million, or 2%, driven by 1% higher volumes due to distribution gains, increased promotional activities and higher average net selling prices due to the annualization of prior year price increases taken to mitigate input cost inflation. Sales of all other products were down $7.0 million driven by the exit of certain low-margin products.
Previous report
Segment profit for the three months ended June 30, 2024 decreased $12.9 million, or 72%, when compared to the prior year period, driven by lower net sales, as previously discussed, higher advertising and consumer spending of $1.5 million and higher raw materials costs of $1.2 million. These negative impacts were partially offset by lower manufacturing costs of $1.2 million.
Previous report
Segment profit for the nine months ended June 30, 2024 increased $5.9 million, or 10%, when compared to the prior year period, driven by lower manufacturing costs of $16.1 million, lower raw material costs of $10.8 million and lower freight costs of $2.5 million. These positive impacts were partially offset by lower net sales, as previously discussed, and higher advertising and consumer spending of $3.2 million.
Previous report
General corporate expenses and other increased $6.0 million, or 4%, for the nine months ended June 30, 2024, when compared to the prior year period. This increase was driven by increased restructuring and facility closure costs (including accelerated depreciation) of $19.4 million primarily related to our Post Consumer Brands segment, decreased net gains related to mark-to-market adjustments on equity securities of $11.2 million, lapping a prior year gain related to the write-off of deferred underwriting commissions of $10.7 million and higher employee-related expenses of $6.8 million. These negative impacts were partially offset by increased net gains related to mark-to-market adjustments on economic hedges of $25.0 million (compared to net losses in the prior year period), decreased acquisition-related costs of $13.3 million primarily due to lapping Pet Food acquisition costs in the prior year and a gain on bargain purchase of$5.8 million related to our Deeside acquisition.
Previous report
•entered into a third amendment to our second amended and restated credit agreement dated March 18, 2020 (the “Credit Agreement” and such amendment, the “Third Amendment”), which replaced our previous revolving credit facility in an aggregate principal amount of $750.0 million (the “Old Revolving Credit Facility”), with a new revolving credit facility in an aggregate principal amount of $1,000.0 million (the “New Revolving Credit Facility”), and extended the maturity date of the New Revolving Credit Facility to February 20, 2029, provided that certain criteria are met;
Previous report
•$645.0 million borrowed under our Revolving Credit Facility, which such term refers to our Old Revolving Credit Facility prior to the Third Amendment and our New Revolving Credit Facility subsequent to the Third Amendment;
Previous report
•$345.0 million repaid under our Revolving Credit Facility;
Previous report
•$69.1 million principal value of our 4.50% senior notes repurchased at a discount of$7.9 million;
Previous report
•$400.0 million principal value repaid on our fourth incremental term loan under our Credit Agreement (the “Fourth Incremental Term Loan”);
Previous report
•$50.0 million paid and$50.9 million received related to a structured share repurchase contract.
Previous report
Nine months ended June 30, 2024
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (37)
Previous wording
We are a consumer packaged goods holding company operating in four reportable segments: Post Consumer Brands, Weetabix, Foodservice and Refrigerated Retail. Our products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.
Current wording
We are a consumer packaged goods holding company operating in four reportable segments. Our products are sold through a variety of channels, including grocery, club and drug stores, mass merchandisers, foodservice, food ingredient and eCommerce.
Previous wording
•Post Consumer Brands: North American ready-to-eat (“RTE”) cereal, pet food and peanut butter;
Current wording
•Post Consumer Brands: primarily North American ready-to-eat (“RTE”) cereal, pet food and peanut butter;
Previous wording
Our Company, as well as the consumer packaged goods industry in which we operate, have been impacted by the following trends which have impacted our results of operations and may continue to impact our results of operations in the future, including:
Current wording
Our Company, as well as the consumer packaged goods industry in which we operate, has been impacted by the following trends which have impacted our results of operations and may continue to impact our results of operations in the future, including:
Previous wording
•outbreaks of avian influenza, which impacted our Foodservice and Refrigerated Retail segments. During fiscal 2023, we incurred increased costs as a result of outbreaks, which were mitigated through management of volume needs with customers and pricing actions. During fiscal 2024, we experienced additional outbreaks of avian influenza; however, the impact to our results of operations during the three and nine months ended June 30, 2024 were not material. The impact from these outbreaks, or further outbreaks in the future, could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses.
Current wording
•outbreaks of highly pathogenic avian influenza (“HPAI”), which impacted our Foodservice and Refrigerated Retail segments. During both fiscal 2024 and the first quarter of fiscal 2025, we experienced volatility in our egg supply due to outbreaks of HPAI; however, the impact to our results of operations during the first quarters of both fiscal 2025 and 2024 were not material. Egg supply availability due to continued HPAI outbreaks across the industry is expected to drive volatility and impact our results of operations throughout the remainder of fiscal 2025. This impact could have a materially adverse impact on our results of operations if we are unable to mitigate the impact on our businesses;
Previous wording
•inflationary pressures on input costs across all segments of our business. During fiscal 2023, input cost inflation put downward pressures on our profit margins, which we largely mitigated through pricing actions across all segments, cost savings measures and hedging programs. During fiscal 2024, inflationary pressures on certain input costs have eased, while other input costs have continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2024; and
Current wording
•inflationary pressures on input costs across all segments of our business. During both fiscal 2024 and the first quarter of fiscal 2025, inflationary pressures on certain input costs eased, while other input costs continued to face inflationary pressures, and we expect this trend to continue during the remainder of fiscal 2025 (for additional information, refer to the “Segment Results” section below); and
Previous wording
Net sales increased $88.3 million, or 5%, during the three months ended June 30, 2024, when compared to the prior year period, as a result of higher net sales in our Post Consumer Brands and Weetabix segments, partially offset by lower net sales within our Foodservice and Refrigerated Retail segments.
Current wording
Net sales increased $8.8 million, or less than 1%, during the three months ended December 31, 2024, when compared to the prior year period, as a result of higher net sales within our Foodservice segment, partially offset by lower net sales within our Post Consumer Brands, Refrigerated Retail and Weetabix segments.
Previous wording
Operating profit increased $44.9 million, or 28%, during the three months ended June 30, 2024, when compared to the prior year period, primarily driven by higher segment profit within our Post Consumer Brands and Weetabix segments and lower general corporate expenses, partially offset by lower segment profit within our Foodservice and Refrigerated Retail segments.
Current wording
Operating profit increased $4.8 million, or 2%, during the three months ended December 31, 2024, when compared to the prior year period, primarily driven by lower general corporate expenses and higher segment profit within our Foodservice segment, partially offset by lower segment profit within our Refrigerated Retail, Weetabix and Post Consumer Brands segments.
Previous wording
Interest expense, net increased $6.1 million, or 8%, during the three months ended June 30, 2024, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt and a higher weighted-average interest rate compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 5.0% for the three months ended June 30, 2024 and 2023, respectively.
Current wording
Interest expense, net increased $6.0 million, or 8%, during the three months ended December 31, 2024, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt and a higher weighted-average interest rate, partially offset by higher interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.3% and 5.1% for the three months ended December 31, 2024 and 2023, respectively.
Previous wording
Gain on Extinguishment of Debt, Net
Current wording
Loss (Gain) on Extinguishment of Debt, Net
Previous wording
During the three months ended June 30, 2023, we recognized a net gain of $6.4 million related to the partial repurchase of our 4.50% and 4.625% senior notes. The net gain included debt discounts received of $6.4 million and the write-off of unamortized premiums of $0.3 million, partially offset by the write-off of debt issuance costs of $0.3 million.
Current wording
During the three months ended December 31, 2024, we recognized a net loss of $5.8 million related to the redemption of our outstanding 5.625% senior notes. The net loss included debt premiums paid of $4.4 million and the write-off of debt issuance costs of $1.4 million.
Previous wording
During the three and nine months ended June 30, 2024, we recognized (income) expense on swaps, net of $(3.1) million and $4.7 million, respectively, related to mark-to-market adjustments on our interest rate swaps.
Current wording
During the three months ended December 31, 2024 and 2023, we recognized (income) expense on swaps, net of $(15.4) million and $21.1 million, respectively, related to mark-to-market adjustments on our interest rate swaps.
Previous wording
For additional information on our interest rate swap contracts and exposure to risk related to interest rate swaps, refer to Note 11 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk,” respectively.
Current wording
For additional information on our interest rate swap contracts and exposure to risk related to interest rate swaps, refer to Note 11 within “Notes to Condensed Consolidated Financial Statements” and “Quantitative and Qualitative Disclosures About Market Risk” below, respectively.
Previous wording
The effective income tax rate was 24.1% and 23.7% for thethree and nine months ended June 30, 2024, respectively, and 21.4% and 22.1%for the three and nine months ended June 30, 2023, respectively.
Current wording
The effective income tax rate was 22.1% and 24.4% for thethree months ended December 31, 2024 and 2023, respectively.
Previous wording
We evaluate each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.
Current wording
We evaluate each segment’s performance based on its segment profit, which for all segments is its earnings/loss before income taxes and equity method earnings/loss before impairment of property, goodwill and other intangible assets, facility closure related costs, restructuring expenses, gain/loss on assets and liabilities held for sale, gain/loss on sale of businesses and facilities, demolition and site remediation costs related to unused facilities, gain on/adjustment to bargain purchase, interest expense and other unallocated corporate income and expenses.
Previous wording
Net sales for the Weetabix segment increased $1.9 million, or 1%, for the three months ended June 30, 2024, when compared to the prior year period. The increase in net sales was primarily driven by the inclusion of three months of Deeside net sales of$7.5 million and a favorable foreign currency exchange impact of $1.0 million. Volumes increased 1%, primarily driven by the inclusion of three months of Deeside, partially offset by volume decreases in branded products.
Current wording
Net sales for the Weetabix segment decreased $1.5 million, or 1%, for the three months ended December 31, 2024, when compared to the prior year period, driven by 7% lower volumes. Volumes decreased primarily due to lower promotional activity, the strategic exit of certain low-performing products and cereal category declines, partially offset by the inclusion of two incremental months of Deeside. These negative impacts were partially offset by a favorable foreign currency exchange impact of $3.9 million and higher average net selling prices primarily due to the annualization of prior year price increases.
Previous wording
Net sales for the Foodservice segment decreased $145.4 million, or 8%, for the nine months ended June 30, 2024, when compared to the prior year period. Egg product sales were down $152.6 million, or 9%, on flat volumes, driven by lower average net selling prices due to a reduction in avian influenza pricing and the pass-through of lower grain and egg market prices, partially offset by favorable product mix. Sales of side dishes were up $10.0 million, or 5%, driven by the annualization of prior year price increases taken to mitigate inflation and volume increases of 2% as a result of distribution gains. Sales of other products were down $2.8 million.
Current wording
Net sales for the Foodservice segment increased $49.5 million, or 9%, for the three months ended December 31, 2024, when compared to the prior year period. Egg product sales were up $37.9 million, or 8%, primarily driven by incremental HPAI pricing (partially offset by the pass-through of lower grain costs) and 2% higher volumes. Sales of side dishes were up $3.2 million, or 4%, primarily driven by price increases taken to mitigate inflation and 1% higher volumes. Sales of other products were up $8.4 million, primarily driven by ready-to-drink shake sales.
Previous wording
Net sales for the Refrigerated Retail segment decreased $16.3 million, or 7%, for the three months ended June 30, 2024, when compared to the prior year period, primarily driven by lower average net selling prices due to increased promotional spending across all product categories. Egg product sales were down $9.9 million, or 23%, on 10% lower volumes due to distribution losses and were incrementally impacted by unfavorable product mix. Cheese and other dairy product sales decreased $3.0 million, or 7%, on 6% lower volumes due to distribution losses. Sales of side dishes decreased $1.3 million, or 1%, on volume increases of 5% due to increased promotional activities. Sausage sales were flat on 5% higher volumes, due to increased promotional activities, and were incrementally impacted by unfavorable customer mix. Sales of all other products were down $2.1 million driven by the exit of certain low-margin products.
Current wording
Net sales for the Refrigerated Retail segment decreased $14.3 million, or 5%, for the three months ended December 31, 2024, when compared to the prior year period, primarily driven by lower side dish and cheese volumes. Sales of side dishes decreased $7.6 million, or 5%, driven by 4% lower volumes primarily due to price elasticities. Cheese and other dairy product sales decreased $5.9 million, or 12%, on 12% lower volumes due to distribution losses. Egg product sales were down $1.6 million, or 4%, driven by 5% lower volumes due to distribution losses. Sausage sales increased $1.6 million, or 3%, driven by 4% higher volumes primarily due to increased promotion efficiency. Sales of all other products were down $0.8 million.
Previous wording
General corporate expenses and other decreased$10.4 million, or 20%, for the three months ended June 30, 2024, when compared to the prior year period. This decrease was driven by decreased acquisition-related costs of $13.1 million, primarily due to lapping Pet Food acquisition costs in the prior year, and increased net gains related to mark-to-market adjustments on economic hedges of $11.8 million (compared to net losses in the prior year period). These positive impacts were partially offset by lapping a prior year gain related to the write-off of deferred underwriting commissions of $10.7 million and increased restructuring and facility closure costs (including accelerated depreciation) of $2.3 million primarily related to our Post Consumer Brands segment.
Current wording
General corporate expenses and other decreased $14.9 million, or 29%, for the three months ended December 31, 2024, when compared to the prior year period. This decrease was driven byincreased net gains related to mark-to-market adjustments on economic hedges of $13.1 million (compared to net losses in the prior year period), decreased restructuring and facility closure costs (including accelerated depreciation) of $6.2 million primarily related to our Post Consumer Brands segment and increased net gains related to mark-to-market adjustments on equity security investments of $2.3 million. These positive impacts were partially offset by lapping a prior year gain on bargain purchase of $6.2 million related to our Deeside acquisition.
Previous wording
We completed the following activities during the nine months ended June 30, 2024 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:
Current wording
We completed the following activities during the three months ended December 31, 2024 (for additional information, see Notes 13 and 16 within “Notes to Condensed Consolidated Financial Statements”) impacting our liquidity and capital resources:
Previous wording
•$1,000.0 million principal value issued of 6.25% senior secured notes (the “6.25% senior notes”);
Current wording
•$600.0 million principal value issued of 6.250% senior notes;
Previous wording
•$459.3 million principal value of our 5.75% senior notes redeemed at a premium of $4.4 million;
Current wording
•$464.9 million principal value of our 5.625% senior notes redeemed at a premium of $4.4 million; and
Previous wording
•2.5 million shares of our common stock repurchased at an average share price of $100.71 per share and at a total cost, including accrued excise tax and broker’s commissions, of $254.5 million; and
Current wording
•1.6 million shares of our common stock repurchased at an average share price of$114.39 per share and at a total cost, including accrued excise tax and broker’s commissions, of$182.1 million.
Previous wording
Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our Credit Agreement and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”
Current wording
Historically, we have generated and expect to continue to generate positive cash flows from operations. We believe our cash on hand, cash flows from operations and current and possible future credit facilities will be sufficient to satisfy our working capital requirements, purchase commitments, interest payments, research and development activities, capital expenditures, pension contributions and benefit payments and other financing requirements for the foreseeable future. We are currently not aware of any existing trends or demands, commitments, events or uncertainties that will result in, or that are reasonably likely to result in, our liquidity increasing or decreasing in any material way that will impact meeting our capital needs during or beyond the next twelve months. Our ability to generate positive cash flows from operations is dependent on general economic conditions, competitive pressures and other business risk factors. We believe that we have sufficient liquidity and cash on hand to satisfy our cash needs. If we are unable to generate sufficient cash flows from operations, or are otherwise unable to comply with the terms of our credit facilities, we may be required to seek additional financing alternatives, which may require waivers under our second amended and restated credit agreement (as amended, restated or amended and restated, the “Credit Agreement”) and our indentures governing our senior notes, in order to generate additional cash. There can be no assurance that we would be able to obtain additional financing or any such waivers on terms acceptable to us or at all. For additional information on our debt, refer to Note 13 within “Notes to Condensed Consolidated Financial Statements.”
Previous wording
Our senior notes, other than our 6.25% senior notes, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). Our 6.25% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). These guarantees are subject to release in certain circumstances.
Current wording
Our senior notes, other than certain of our senior notes described below, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing and subsequently acquired or organized domestic subsidiaries (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). Our 6.25% senior secured notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis, and our 6.375% and 6.250% senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by each of our existing and subsequently acquired or organized wholly-owned domestic subsidiaries that guarantee the Credit Agreement or certain of our other indebtedness (other than immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries, which include 8th Avenue and its subsidiaries). These guarantees are subject to release in certain circumstances.
Previous wording
Our 2.50% convertible senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing domestic subsidiaries that have guaranteed our other senior notes, which excludes certain immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries under our other senior notes indentures, which include 8th Avenue and its subsidiaries. If, after the date our 2.50% convertible senior notes were issued, any domestic wholly-owned subsidiary guarantees any of our existing senior notes or any other debt securities we may issue in the form of senior unsecured notes or convertible or exchangeable notes, then we must cause such subsidiary to become a guarantor under the 2.50% convertible senior notes as well.
Current wording
Our 2.50% convertible senior notes are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing domestic subsidiaries that have guaranteed our other senior notes, which excludes certain immaterial subsidiaries, certain excluded subsidiaries and subsidiaries we designate as unrestricted subsidiaries under our other senior notes indentures, which include 8th Avenue and its subsidiaries. If, after the date our 2.50% convertible senior notes were issued, any domestic wholly-owned subsidiary guarantees any of our existing senior notes or any other debt securities we may issue in the form of senior unsecured notes or convertible or exchangeable notes, then we must cause such subsidiary to become a guarantor for the 2.50% convertible senior notes as well.
Previous wording
Cash provided by operating activities for the nine months ended June 30, 2024 increased $215.8 million compared to the prior year period. This increase was primarily driven by lapping inventory cash outflows in the prior year period within our Post Consumer Brands and Foodservice segments, cash inflows related to fluctuations in timing of purchases and payments of trade payables within our Post Consumer Brands and Refrigerated Retail segments and increased net cash receipts on our interest rate swaps of $17.3 million. These positive impacts were partially offset by higher interest payments of $8.8 million and higher tax payments of $32.4 million.
Current wording
Cash provided by operating activities for the three months ended December 31, 2024 increased $136.0 million compared to the prior year period. This increase was primarily driven by cash inflows related to fluctuations in timing of payments of trade payables within our Post Consumer Brands and Foodservice segments and larger inventory cash inflows in the current year period within our Post Consumer Brands segment. These positive impacts were partially offset by higher tax payments of $2.1 million and decreased net cash receipts on our interest rate swaps and foreign currency forward contracts of $1.7 million.
Previous wording
Cash used in investing activities for the nine months ended June 30, 2023 was $567.9 million, primarily driven by net cash payments of $715.2 million related to the Pet Food acquisition and capital expenditures of $201.9 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments. These cash outflows were partially offset by a return of $345.0 million in connection with the PHPC Redemption which had been deposited in a trust account in connection with the PHPC IPO and the PHPC Private Placement.
Current wording
Cash used in investing activities for the three months ended December 31, 2024 was $128.3 million, primarily driven by capital expenditures of $139.0 million and partially offset by proceeds from the sale of property of $11.0 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.
Previous wording
Cash used in investing activities for the nine months ended June 30, 2024 was $538.3 million, primarily driven by net cash payments of $248.1 million related to the Perfection and Deeside acquisitions and capital expenditures of $290.3 million. Capital expenditures in the period primarily related to ongoing projects in our Post Consumer Brands and Foodservice segments.
Current wording
Cash used in investing activities for the three months ended December 31, 2023 was $333.8 million, primarily driven by net cash payments of $252.7 million related to the Perfection and Deeside acquisitions and capital expenditures of $80.8 million. Capital expenditures in the period primarily related to ongoing projects in our Foodservice and Post Consumer Brands segments.
Previous wording
Cash provided by financing activities for the nine months ended June 30, 2024 was $66.7 million. We received proceeds of$1,000.0 million from the issuance of our 6.25% senior notes and$645.0 million from borrowings under our Revolving Credit Facility. In addition, we received net proceeds of $0.9 million related to our structured share repurchase contract. We redeemed$459.3 million principal value of our 5.75% senior notes, repaid$69.1 million principal value of our 4.50% senior notes (net of $7.9 million of discounts), repaid $400.0 million principal value of our Fourth Incremental Term Loan, repaid $345.0 million under our Revolving Credit Facility and repaid$1.1 million principal value of our municipal bond, which resulted in total net repayments of debt of $1,266.6 million. We paid $248.7 million, including broker’s commissions, for the repurchase of shares of our common stock. In addition, we paid $19.9 million of debt issuance costs and deferred financing fees in connection with the issuance of our 6.25% senior notes and entry into the Third Amendment and $4.4 million of debt premiums related to the redemption of our 5.75% senior notes.
Current wording
Cash used in financing activities for the three months ended December 31, 2024 was $94.2 million. We received proceeds of$600.0 million from the issuance of our 6.250% senior notes andredeemed $464.9 million principal value of our 5.625% senior notes. In addition, we paid $175.1 million, including broker’s commissions, for the repurchase of shares of our common stock, paid $5.2 million of debt issuance costs in connection with the issuance of our 6.250% senior notes and paid $4.4 million of debt premiums related to the redemption of our 5.625% senior notes.
Previous wording
•disruptions or inefficiencies in our supply chain, inflation, labor shortages, public health crises, climatic events, avian influenza and other agricultural diseases and pests, fires and other events beyond our control;
Current wording
•disruptions or inefficiencies in our supply chain, inflation, tariffs, labor shortages, public health crises, climatic events, HPAI and other agricultural diseases and pests, fires and other events beyond our control;
Previous wording
•our ability to hire and retain talented personnel, leaves of absence of key employees, increases in labor-related costs, employee safety, labor strikes, work stoppages and unionization efforts;
Current wording
•our ability to hire and retain talented personnel, increases in labor-related costs, employee safety, labor strikes, work stoppages, unionization efforts and other labor disruptions;
Previous wording
•our reliance on third parties for the manufacture of many of our products;
Current wording
•our reliance on third parties and others for the manufacture of many of our products;
Previous wording
•costs, business disruptions and reputational damage associated with cybersecurity incidents, information technology failures or information security breaches;
Current wording
•costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents, information security breaches or enterprise resource planning system implementations;
Previous wording
•our ability to successfully integrate Pet Food and the assets from the Perfection acquisition, deliver on the expected financial contribution, cost savings and synergies from these acquisitions and maintain relationships with employees, customers and suppliers for the acquired businesses, while maintaining focus on our pre-acquisition businesses;
Current wording
•our ability to successfully integrate the pet food assets and operations acquired in April 2023 and in the Perfection acquisition, deliver on the expected financial contribution, cost savings and synergies from these acquisitions and maintain relationships with employees, customers and suppliers for the acquired businesses, while maintaining focus on our pre-acquisition businesses;
Previous wording
•impairment in the carrying value of goodwill or other intangibles;
Current wording
•impairment in the carrying value of goodwill, other intangibles or long-lived assets;
Previous wording
•business disruption or other losses from political instability, terrorism, war or armed hostilities or geopolitical tensions;
Current wording
•business disruption or other losses from changes in governmental administrations, political instability, terrorism, war or armed hostilities or geopolitical tensions;
Previous wording
•risks related to the intended tax treatment of our divestitures of our interest in BellRing;
Current wording
•risks related to the intended tax treatment of our divestitures of our interest in BellRing Brands, Inc.;
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Cash used in financing activities for the three months ended December 31, 2023 was $206.3 million. We received proceeds of$345.0 million from borrowings under the revolving credit facility provided for in the Credit Agreement (the “Revolving Credit Facility”). In addition, we repaid$25.9 million principal value of our 4.50% senior notes, net of$3.3 million of discounts, and repaid$45.0 million under our Revolving Credit Facility, which resulted in total net repayments of debt of $67.6 million. We paid$36.7 million, including broker’s commissions, for the repurchase of shares of our common stock.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Interest expense, net increased $34.5 million, or 17%, during the nine months ended June 30, 2024, when compared to the prior year period. This increase was driven by higher average outstanding principal amounts of debt, a higher weighted-average interest rate and lower interest income compared to the prior year period. Our weighted-average interest rate on our total outstanding debt was 5.1% and 4.9% for the nine months ended June 30, 2024 and 2023, respectively.