•	Net sales of $1.5 billion

•	Operating profit of $196.0 million; net earnings of $99.2 million and Adjusted EBITDA of $303.1 million

•	Reaffirmed fiscal year 2020 Adjusted EBITDA (non-GAAP) guidance range of $1.22-$1.27 billion, including the results of BellRing Brands

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•	Post’s high leverage, Post’s ability to obtain additional financing (including both secured and unsecured debt) and Post’s ability to service its outstanding debt (including covenants that restrict the operation of its business);

•	Post’s ability to continue to compete in its product categories and Post’s ability to retain its market position and favorable perceptions of its brands;

•	Post’s ability to anticipate and respond to changes in consumer and customer preferences and trends and introduce new products;

•	Post’s ability to identify, complete and integrate acquisitions and manage its growth;

•	Post’s ability to promptly and effectively realize the strategic and financial benefits expected as a result of the IPO of a minority interest in its BellRing Brands business, which consists of its historical active nutrition business, and certain other transactions completed in connection with the IPO;

•	Post’s ability to promptly and effectively realize the expected synergies of its acquisition of Bob Evans within the expected timeframe or at all;

•	higher freight costs, significant volatility in the costs or availability of certain commodities (including raw materials and packaging used to manufacture Post’s products) or higher energy costs;

•	impairment in the carrying value of goodwill or other intangibles;

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•	Post’s ability to successfully implement business strategies to reduce costs;

•	allegations that Post’s products cause injury or illness, product recalls and withdrawals and product liability claims and other litigation;

•	legal and regulatory factors, such as compliance with existing laws and regulations and changes to, and new, laws and regulations affecting Post’s business, including current and future laws and regulations regarding food safety, advertising and labeling and animal feeding and housing operations;

•	the loss of, a significant reduction of purchases by or the bankruptcy of a major customer;

•	consolidations in the retail and foodservice distribution channels;

•	the ultimate impact litigation or other regulatory matters may have on Post;

•	disruptions or inefficiencies in the supply chain, including as a result of Post’s reliance on third party suppliers or manufacturers for the manufacturing of many of its products, changes in weather conditions, natural disasters, agricultural diseases and pests and other events beyond Post’s control;

•	Post’s ability to successfully collaborate with third parties that have invested with Post in 8th Avenue;

•	costs associated with Bob Evans’s obligations in connection with the sale and separation of its restaurants business in April 2017, which occurred prior to Post’s acquisition of Bob Evans, including certain indemnification obligations under the restaurants sale agreement and Bob Evans’s payment and performance obligations as a guarantor for certain leases;

•	the ability of Post’s and its customers’, and 8th Avenue’s and its customers’, private brand products to compete with nationally branded products;

•	risks associated with Post’s international business;

•	changes in economic conditions, disruptions in the United States and global capital and credit markets, changes in interest rates and fluctuations in foreign currency exchange rates;

•	the impact of the United Kingdom’s exit from the European Union (commonly known as “Brexit”) on Post and its operations;

•	costs, business disruptions and reputational damage associated with information technology failures, cybersecurity incidents or information security breaches;

•	changes in estimates in critical accounting judgments;

•	Post’s ability to protect its intellectual property and other assets;

•	loss of key employees, labor strikes, work stoppages or unionization efforts;

•	losses or increased funding and expenses related to Post’s qualified pension or other postretirement plans;

•	significant differences in Post’s, 8th Avenue’s and BellRing’s actual operating results from Post’s guidance regarding its and 8th Avenue’s future performance and BellRing’s guidance regarding its future performance;

•	Post’s ability to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002; and

•	other risks and uncertainties described in Post’s and BellRing’s filings with the Securities and Exchange Commission.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)

	Three Months Ended December 31,
	2019				2018
Net Sales	$	1,456.8			$	1,411.3
Cost of goods sold	985.3				984.8
Gross Profit	471.5				426.5
Selling, general and administrative expenses	235.3				217.1
Amortization of intangible assets	40.1				40.3
Gain on sale of business	—				(124.7		)
Other operating expenses (income), net	0.1				(0.1		)
Operating Profit	196.0				293.9
Interest expense, net	102.9				59.4
Loss on extinguishment of debt, net	12.9				6.1
(Income) expense on swaps, net	(61.4		)		51.7
Other income, net	(3.2		)		(3.7		)
Earnings before Income Taxes and Equity Method Loss	144.8				180.4
Income tax expense	30.4				43.8
Equity method loss, net of tax	7.3				10.7
Net Earnings Including Noncontrolling Interest	107.1				125.9
Less: Net earnings attributable to noncontrolling interest	7.9				0.3
Net Earnings	99.2				125.6
Less: Preferred stock dividends	—				2.0
Net Earnings Available to Common Shareholders	$	99.2			$	123.6
Earnings per Common Share:
Basic	$	1.40			$	1.85
Diluted	$	1.38			$	1.67
Weighted-Average Common Shares Outstanding:
Basic	70.7				66.7
Diluted	72.1				75.1

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions)  

	December 31, 2019				September 30, 2019
ASSETS
Current Assets
Cash and cash equivalents	$	812.6			$	1,050.7
Restricted cash	2.5				3.8
Receivables, net	451.8				445.1
Inventories	588.2				579.8
Prepaid expenses and other current assets	66.1				46.9
Total Current Assets	1,921.2				2,126.3
Property, net	1,764.2				1,736.0
Goodwill	4,460.7				4,399.8
Other intangible assets, net	3,328.3				3,338.5
Equity method investments	138.5				145.5
Other assets	330.6				205.5
Total Assets	$	11,943.5			$	11,951.6
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Current portion of long-term debt	$	156.5			$	13.5
Accounts payable	332.1				395.6
Other current liabilities	394.5				393.8
Total Current Liabilities	883.1				802.9
Long-term debt	6,382.6				7,066.0
Deferred income taxes	842.4				688.5
Other liabilities	523.8				456.9
Total Liabilities	8,631.9				9,014.3
Shareholders’ Equity
Preferred stock	—				—
Common stock	0.8				0.8
Additional paid-in capital	4,195.6				3,734.8
Retained earnings	307.0				207.8
Accumulated other comprehensive loss	(1.8		)		(96.8		)
Treasury stock, at cost	(1,143.8		)		(920.7		)
Total Shareholders’ Equity excluding Noncontrolling Interest	3,357.8				2,925.9
Noncontrolling interest	(46.2		)		11.4
Total Shareholders’ Equity	3,311.6				2,937.3
Total Liabilities and Shareholders’ Equity	$	11,943.5			$	11,951.6

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SELECTED CONDENSED CONSOLIDATED CASH FLOW INFORMATION (Unaudited)

(in millions)

	Three Months Ended December 31,
	2019				2018
Cash provided by (used in):
Operating activities	$	108.4			$	238.7
Investing activities, including capital expenditures of $77.3 and $78.8	(75.8		)		201.5
Financing activities	(274.9		)		(1,199.6		)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	2.9				(1.6		)
Net decrease in cash, cash equivalents and restricted cash	$	(239.4	)		$	(761.0	)

SEGMENT INFORMATION (Unaudited)

(in millions)

			Three Months Ended December 31,
			2019				2018
Net Sales
	Post Consumer Brands		$	441.2			$	455.3
	Weetabix		101.5				100.9
	Foodservice		420.6				408.1
	Refrigerated Retail		249.9				261.6
	BellRing Brands		244.0				185.8
	Eliminations		(0.4		)		(0.4		)
		Total	$	1,456.8			$	1,411.3
Segment Profit
	Post Consumer Brands		$	80.6			$	84.0
	Weetabix		23.7				18.9
	Foodservice		47.0				52.7
	Refrigerated Retail		26.0				30.5
	BellRing Brands		49.3				35.2
		Total segment profit	226.6				221.3
General corporate expenses and other			27.4				48.4
Gain on sale of business			—				(124.7		)
Interest expense, net			102.9				59.4
Loss on extinguishment of debt, net			12.9				6.1
(Income) expense on swaps, net			(61.4		)		51.7
Earnings before Income Taxes and Equity Method Loss			$	144.8			$	180.4

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.

Product		Volume Percentage Change
All		(7.0%)
Side dishes		(5.2%)
Egg		(10.1%)
Cheese		(8.7%)
Sausage		(3.4%)

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a.

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.

b.

Income/expense on swaps, net: Post has excluded the impact of non-cash mark-to-market adjustments and cash settlements on interest rate swaps due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to estimates of fair value and economic conditions and as the amount and frequency of such adjustments and settlements are not consistent.

c.

Payments of debt extinguishment costs, net: Post has excluded payments and other expenses for premiums 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.

d.

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 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 acquisitions and divestitures and the maturity of the businesses being acquired or divested. Also, the size, complexity and/or volume of past acquisitions and divestitures, which often drive the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of future acquisitions or divestitures. By excluding these expenses, management is better able to evaluate Post’s ability to utilize its existing assets and estimate the long-term value that acquired assets will generate for Post. Furthermore, Post believes that the adjustments of these items more closely correlate with the sustainability of Post’s operating performance. Post also has excluded certain expenses incurred to effect BellRing’s separation from Post and to support BellRing’s transition into a separate stand-alone entity as the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these separation costs do not reflect expected ongoing future operating expenses and do not contribute to a meaningful evaluation of Post’s or the BellRing Brands segment’s current operating performances or comparisons of Post’s or the BellRing Brands segment’s operating performances to other periods.

e.

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.

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f.

Mark-to-market adjustments on commodity and foreign exchange hedges: Post has excluded the impact of mark-to-market adjustments on commodity and foreign exchange hedges due to the inherent uncertainty and volatility associated with such amounts based on changes in assumptions with respect to fair value estimates. Additionally, these adjustments are primarily non-cash items and the amount and frequency of such adjustments are not consistent.

g.

Assets held for sale: Post has excluded adjustments recorded to adjust the carrying value of facilities and other assets classified as held for sale as such adjustments represent non-cash items and the amount and frequency of such adjustments are not consistent. Additionally, Post believes that these adjustments do not reflect expected ongoing future operating expenses or income and do not contribute to a meaningful evaluation of Post’s current operating performance or comparisons of Post’s operating performance to other periods.

h.	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.

i.	Noncontrolling interest adjustment: Post has included an adjustment to reflect the removal of the portion of the non-GAAP adjustments related to BellRing which are attributable to noncontrolling interest in the calculation of Adjusted net earnings.

j.	Income tax: 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.

k.

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 the write-off of net unamortized debt premiums and discounts, net of gains realized on debt repurchased at a discount, as such 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.

l.

Non-cash stock-based compensation: Post’s and BellRing’s compensation strategies include the use of stock-based compensation to attract and retain executives and employees by aligning their long-term compensation interests with shareholders’ and stockholders’ investment interests, respectively. 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 do not contribute to meaningful comparisons of Post’s and BellRing’s operating performances to other periods.

m.

Noncontrolling interest adjustment: Post has included adjustments for (i) the portion of BellRing’s consolidated net earnings/loss which was allocated to noncontrolling interest, resulting in Adjusted EBITDA including 100% of the consolidated Adjusted EBITDA of the BellRing Brands business and (ii) income tax expense/benefit, interest expense, net and depreciation and amortization for Post’s consolidated Weetabix investment which is attributable to the noncontrolling owners of the consolidated Weetabix investment.

n.	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 its unconsolidated Weetabix investment accounted for using equity method accounting.

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RECONCILIATION OF NET EARNINGS AVAILABLE TO COMMON SHAREHOLDERS

TO ADJUSTED NET EARNINGS (Unaudited)

(in millions)

		Three Months Ended December 31,
		2019				2018
Net Earnings Available to Common Shareholders		$	99.2			$	123.6
Dilutive preferred stock dividends		—				2.0
Net Earnings for Diluted Earnings per Share		99.2				125.6
Adjustments:
	Gain on sale of business	—				(124.7		)
	(Income) expense on swaps, net	(61.4		)		51.7
	Payments of debt extinguishment costs, net	—				(4.0		)
	Transaction costs	4.9				10.7
	Integration costs	1.6				(0.3		)
	Restructuring and facility closure costs, including accelerated depreciation	0.5				4.7
	Mark-to-market adjustments on commodity and foreign exchange hedges	(4.2		)		6.7
	Assets held for sale	—				(0.6		)
	Advisory income	(0.2		)		(0.2		)
	Noncontrolling interest adjustment	(0.1		)		—
	Total Net Adjustments	(58.9		)		(56.0		)
Income tax effect on adjustments (1)		14.4				13.7
Adjusted Net Earnings		$	54.7			$	83.3
(1) For the three months ended December 31, 2019 and December 31, 2018, income tax effect on adjustments was calculated on all items using a rate of 24.5%, the sum of Post’s U.S. federal corporate income tax rate plus Post’s blended state income tax rate, net of federal income tax benefit.

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RECONCILIATION OF DILUTED EARNINGS PER COMMON SHARE

TO ADJUSTED DILUTED EARNINGS PER COMMON SHARE (Unaudited)

		Three Months Ended December 31,
		2019				2018
Diluted Earnings per Common Share		$	1.38			$	1.67
Adjustments:
	Gain on sale of business	—				(1.66		)
	(Income) Expense on swaps, net	(0.85		)		0.69
	Payments of debt extinguishment costs, net	—				(0.05		)
	Transaction costs	0.07				0.14
	Integration costs	0.02				—
	Restructuring and facility closure costs, including accelerated depreciation	—				0.06
	Mark-to-market adjustments on commodity and foreign exchange hedges	(0.06		)		0.09
	Assets held for sale	—				(0.01		)
	Noncontrolling interest adjustment	—				—
	Total Net Adjustments	(0.82		)		(0.74		)
Income tax effect on adjustments (1)		0.20				0.18
Adjusted Diluted Earnings per Common Share		$	0.76			$	1.11
(1) For the three months ended December 31, 2019 and December 31, 2018, income tax effect on adjustments was calculated on all items using a rate of 24.5%, the sum of Post’s U.S. federal corporate income tax rate plus Post’s blended state income tax rate, net of federal income tax benefit.

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RECONCILIATION OF NET EARNINGS TO ADJUSTED EBITDA (Unaudited)

(in millions)

	Three Months Ended December 31,
	2019				2018
Net Earnings	$	99.2			$	125.6
Income tax expense	30.4				43.8
Interest expense, net	102.9				59.4
Depreciation and amortization, including accelerated depreciation	90.3				93.6
Gain on sale of business	—				(124.7		)
(Income) expense on swaps, net	(61.4		)		51.7
Loss on extinguishment of debt, net	12.9				6.1
Non-cash stock-based compensation	11.4				8.7
Noncontrolling interest adjustment	7.4				(0.2		)
Equity method investment adjustment	7.3				10.7
Transaction costs	4.9				10.7
Integration costs	1.6				(0.3		)
Restructuring and facility closure costs, excluding accelerated depreciation	0.6				1.5
Mark-to-market adjustments on commodity and foreign exchange hedges	(4.2		)		6.7
Assets held for sale	—				(0.6		)
Advisory income	(0.2		)		(0.2		)
Adjusted EBITDA	$	303.1			$	292.5
Adjusted EBITDA as a percentage of Net Sales	20.8		%		20.7		%

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RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2019

(in millions)

	Post Consumer Brands				Weetabix				Foodservice				Refrigerated Retail				BellRing Brands				Corporate/ Other				Total
Segment Profit	$	80.6			$	23.7			$	47.0			$	26.0			$	49.3			$	—			$	226.6
General corporate expenses and other	—				—				—				—				—				(27.4		)		(27.4		)
Other income, net	—				—				—				—				—				(3.2		)		(3.2		)
Operating Profit (Loss)	80.6				23.7				47.0				26.0				49.3				(30.6		)		196.0
Other income, net	—				—				—				—				—				3.2				3.2
Depreciation and amortization, including accelerated depreciation	27.9				8.7				29.0				17.4				6.4				0.9				90.3
Non-cash stock-based compensation	—				—				—				—				1.4				10.0				11.4
Noncontrolling interest adjustment	—				(0.5		)		—				—				—				—				(0.5		)
Transaction costs	—				—				—				—				1.5				3.4				4.9
Integration costs	1.2				—				—				0.4				—				—				1.6
Restructuring and facility closure costs, excluding accelerated depreciation	—				—				—				—				—				0.6				0.6
Mark-to-market adjustments on commodity and foreign exchange hedges	—				—				(0.7		)		—				—				(3.5		)		(4.2		)
Advisory income	—				—				—				—				—				(0.2		)		(0.2		)
Adjusted EBITDA	$	109.7			$	31.9			$	75.3			$	43.8			$	58.6			$	(16.2	)		$	303.1
Adjusted EBITDA as a percentage of Net Sales	24.9		%		31.4		%		17.9		%		17.5		%		24.0		%		—				20.8		%

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RECONCILIATION OF SEGMENT PROFIT TO ADJUSTED EBITDA (Unaudited)

THREE MONTHS ENDED DECEMBER 31, 2018

(in millions)

	Post Consumer Brands				Weetabix				Foodservice				Refrigerated Retail				BellRing Brands				Corporate/ Other				Total
Segment Profit	$	84.0			$	18.9			$	52.7			$	30.5			$	35.2			$	—			$	221.3
General corporate expenses and other	—				—				—				—				—				(48.4		)		(48.4		)
Gain on sale of business	—				—				—				—				—				124.7				124.7
Other income, net	—				—				—				—				—				(3.7		)		(3.7		)
Operating Profit	84.0				18.9				52.7				30.5				35.2				72.6				293.9
Other income, net	—				—				—				—				—				3.7				3.7
Depreciation and amortization, including accelerated depreciation	29.5				8.7				27.0				18.0				6.4				4.0				93.6
Gain on sale of business	—				—				—				—				—				(124.7		)		(124.7		)
Non-cash stock-based compensation	—				—				—				—				—				8.7				8.7
Noncontrolling interest adjustment	—				(0.5		)		—				—				—				—				(0.5		)
Transaction costs	—				—				—				—				—				10.7				10.7
Integration costs	0.1				—				0.1				(0.5		)		—				—				(0.3		)
Restructuring and facility closure costs, excluding accelerated depreciation	—				—				—				—				—				1.5				1.5
Mark-to-market adjustments on commodity and foreign exchange hedges	—				—				(2.7		)		—				—				9.4				6.7
Assets held for sale	—				—				—				—				—				(0.6		)		(0.6		)
Advisory income	—				—				—				—				—				(0.2		)		(0.2		)
Adjusted EBITDA	$	113.6			$	27.1			$	77.1			$	48.0			$	41.6			$	(14.9	)		$	292.5
Adjusted EBITDA as a percentage of Net Sales	25.0		%		26.9		%		18.9		%		18.3		%		22.4		%		—				20.7		%

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SELECTED FINANCIAL INFORMATION FOR 8TH AVENUE (Unaudited)

(in millions)

	Three Months Ended December 31,
	2019				2018
Net Sales	$	218.4			$	214.1
Gross Profit	$	38.4			$	33.7
Net Loss	$	(0.9	)		$	(4.5	)
Less: Preferred Stock Dividend	7.8				7.0
Net Loss Available to 8th Avenue Common Shareholders	$	(8.7	)		$	(11.5	)

EXPLANATION AND RECONCILIATION OF 8TH AVENUE’S NON-GAAP MEASURE

Post believes that Adjusted EBITDA is useful to investors in evaluating 8th Avenue’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 8th Avenue’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. Management uses 8th Avenue’s Adjusted EBITDA to provide forward-looking guidance and to forecast future results.

8th Avenue’s Adjusted EBITDA reflects adjustments for interest expense, net, income tax expense/benefit, depreciation and amortization, and the following adjustments:

a.

Transaction, integration and sale-leaseback costs: Post has excluded transaction costs related to professional service fees and other related costs associated with (i) signed and closed business combinations, (ii) a sale-leaseback transaction, (iii) the separate capitalization of 8th Avenue and (iv) integration costs incurred to integrate the component business units that comprise the combined 8th Avenue organization. Post believes that these exclusions allow for more meaningful evaluation of 8th Avenue’s current operating performance and comparisons of 8th Avenue’s operating performance to other periods. Post believes such costs are generally not relevant to assessing or estimating the long-term performance of 8th Avenue’s assets or acquired assets as part of 8th Avenue, and such costs are not factored into 8th Avenue management’s evaluation of its performance or its evaluation of potential acquisitions or its performance after completion of an acquisition. In addition, the frequency and amount of such charges varies significantly based on the size and timing of the acquisitions and the maturity of the businesses being acquired. Also, the size, complexity and/or volume of past acquisitions, which often drive the magnitude of such expenses, may not be indicative of the size, complexity and/or volume of future acquisitions. By excluding these expenses, 8th Avenue management is better able to evaluate 8th Avenue’s ability to utilize its existing assets and estimate the long-term value that its assets will generate for 8th Avenue. Furthermore, Post believes that the adjustments of these items more closely correlate with the sustainability of 8th Avenue’s operating performance.

b.

Non-cash stock-based compensation: 8th Avenue’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 do not contribute to meaningful comparisons of 8th Avenue’s operating performance to other periods.

c.	Advisory costs: Post has excluded advisory costs payable by 8th Avenue to Post and a third party as Post believes such costs do not contribute to a meaningful evaluation of 8th Avenue’s current operating performance or comparisons of 8th Avenue’s operating performance to other periods.

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RECONCILIATION OF 8TH AVENUE’S NET LOSS TO 8TH AVENUE’S ADJUSTED EBITDA (Unaudited)

(in millions)

	Three Months Ended December 31,
	2019				2018
Net Loss	$	(0.9	)		$	(4.5	)
Interest expense, net	10.7				11.8
Income tax (benefit) expense	(0.2		)		1.2
Depreciation and amortization	12.5				12.1
Integration costs	0.2				0.2
Non-cash stock-based compensation	0.1				—
Transaction costs	0.3				1.8
Sale-leaseback costs	0.7				—
Advisory costs	0.3				0.3
Adjusted EBITDA	$	23.7			$	22.9
Adjusted EBITDA as a percentage of Net Sales	10.9		%		10.7		%

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