Business Context and Reporting Period
Company: Post Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 13, 2012
Context: The Company entered into a Second Amendment and Waiver to its Credit Agreement dated February 3, 2012. This action relates to the ongoing restatement of financial statements for the fiscal year ended September 30, 2011, and the fiscal quarter ended December 31, 2011.
Key Financial Metrics
This filing does not contain specific revenue, profit, cash flow, margin, debt, or liquidity figures. The document focuses exclusively on the terms of a credit agreement amendment and the timeline for delivering restated financial statements.
Material Changes and Agreements
- Credit Agreement Amendment: Entered into a Second Amendment and Waiver with Barclays Bank PLC (Administrative Agent) and other Lenders.
- Extension of Waiver: The waiver regarding the delivery of Restated Financial Statements is extended until September 15, 2012. If the statements are not delivered by this date, the waiver ceases to apply.
- Reporting Timeline Adjustment: The deadline for delivering financial statements for the second and third quarters of fiscal 2012 is extended to September 15, 2012 (previously 45 days after the period end).
- Conditions: As a condition of the waiver, the Company agreed to provide preliminary unaudited financial information for the second quarter of fiscal 2012 immediately and for the third quarter within 45 days after the period end.
Outlook, Risks, and Management Commentary
Restatement Status: The Company is in the process of restating combined financial statements for FY 2011 and Q1 2012. The success of the current credit waiver is contingent upon the delivery of these restated statements by September 15, 2012.
Risk: Failure to deliver the Restated Financial Statements by the September 15, 2012 deadline will result in the waiver ceasing to apply, potentially triggering a default or other consequences under the Credit Agreement.
Investor Verification Checklist
- Verify the status of the Restated Financial Statements for FY 2011 and Q1 2012.
- Confirm whether the preliminary unaudited financial information for Q2 fiscal 2012 has been provided to Lenders.
- Monitor the September 15, 2012 deadline for the delivery of restated statements to ensure the credit waiver remains in effect.
- Review the full text of the Second Amendment and Waiver (Exhibit 10.1) for specific covenants not summarized in this report.