Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Post Holdings, Inc. | |
Entity Central Index Key | 1,530,950 | |
Current Fiscal Year End Date | --09-30 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 64,649,700 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net Sales | $ 1,246.1 | $ 1,211.8 | $ 3,766 | $ 3,338.4 |
Cost of goods sold | 847.9 | 895.3 | 2,596 | 2,497.3 |
Gross Profit | 398.2 | 316.5 | 1,170 | 841.1 |
Selling, general and administrative expenses | 216 | 193.3 | 608.6 | 536.9 |
Amortization of intangible assets | 38.2 | 36.7 | 114.4 | 103.9 |
Other operating expenses, net | 2 | 5.2 | 9.6 | 28.4 |
Operating Profit | 142 | 81.3 | 437.4 | 171.9 |
Interest expense, net | 77.3 | 65 | 232.3 | 184.9 |
Other expense (income) | 62.6 | (41.9) | 169.4 | 41.5 |
Earnings (Loss) before Income Taxes | 2.1 | 58.2 | 35.7 | (54.5) |
Income tax (benefit) expense | (1.2) | 34.2 | 2 | (11.7) |
Net Earnings (Loss) | 3.3 | 24 | 33.7 | (42.8) |
Preferred stock dividends (see Note 13) | (3.3) | (4.2) | (21.7) | (12.7) |
Net Earnings (Loss) Available to Common Shareholders | $ 0 | $ 19.8 | $ 12 | $ (55.5) |
Earnings (Loss) per Share, Basic (in usd per share) | $ 0 | $ 0.34 | $ 0.17 | $ (1.02) |
Earnings (Loss) per Share, Diluted (in usd per share) | $ 0 | $ 0.33 | $ 0.17 | $ (1.02) |
Weighted-Average Common Shares Outstanding, Basic (in shares) | 69.2 | 58.9 | 68.6 | 54.4 |
Weighted-Average Common Shares Outstanding, Diluted (in shares) | 69.2 | 60.8 | 70.1 | 54.4 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Earnings (Loss) | $ 3.3 | $ 24 | $ 33.7 | $ (42.8) |
Unrealized pension and postretirement benefit obligations | 0 | 0 | 1.6 | 0 |
Reclassifications to net earnings, pension and postretirement benefits | (0.7) | 0.3 | (0.2) | 0.8 |
Unrealized gain on plan amendment (see Note 15) | 0 | 0 | 36.1 | 0 |
Unrealized foreign currency translation adjustments | (0.2) | 7.2 | 9.7 | (33.7) |
Reclassifications to net earnings, foreign currency translation | 0 | 0 | (1.3) | 0 |
Tax benefit (expense) on other comprehensive income (loss) | 0.3 | (0.1) | (14.3) | 0 |
Other Comprehensive Income (Loss), Net of Tax | $ 2.7 | $ 31.4 | $ 65.3 | $ (75.7) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jun. 30, 2016 | Sep. 30, 2015 |
Assets | ||
Cash and cash equivalents | $ 1,033.2 | $ 841.4 |
Restricted cash | 2.7 | 18.8 |
Receivables, net | 367 | 366.2 |
Inventories | 508.6 | 465.3 |
Deferred income taxes | 0 | 47.7 |
Prepaid expenses and other current assets | 51.6 | 42.3 |
Total Current Assets | 1,963.1 | 1,781.7 |
Property, net | 1,339.9 | 1,333.2 |
Goodwill | 3,081.5 | 3,072.8 |
Other intangible assets, net | 2,873.1 | 2,969.3 |
Other assets | 58.1 | 63.4 |
Total Assets | 9,315.7 | 9,220.4 |
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||
Current portion of long-term debt | 15.9 | 16 |
Accounts payable | 227.8 | 265.2 |
Other current liabilities | 370.2 | 329.8 |
Total Current Liabilities | 613.9 | 611 |
Long-term debt | 4,493 | 4,511.4 |
Deferred income taxes | 737.4 | 831.8 |
Other liabilities | 431.2 | 290.2 |
Total Liabilities | 6,275.5 | 6,244.4 |
Stockholders' Equity | ||
Preferred stock | 0 | 0.1 |
Common stock | 0.7 | 0.6 |
Additional paid-in capital | 3,537.7 | 3,538.8 |
Accumulated deficit | (387.3) | (421) |
Accumulated other comprehensive loss | (57.5) | (89.1) |
Treasury stock, at cost | (53.4) | (53.4) |
Total Shareholders’ Equity | 3,040.2 | 2,976 |
Total Liabilities and Shareholders’ Equity | $ 9,315.7 | $ 9,220.4 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net Earnings (Loss) | $ 33.7 | $ (42.8) |
Adjustments to reconcile of net (loss) earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 226.9 | 196.7 |
Unrealized loss on interest rate swaps | 169.4 | 41.5 |
Amortization of deferred financing costs and debt discount/premium, net | 3.4 | 4.5 |
Losses on assets held for sale | 9.5 | 27.4 |
Non-cash stock-based compensation expense | 12.9 | 20.2 |
Deferred income taxes | (61.9) | (60.9) |
Other, net | (2.5) | 0.3 |
Other changes in current assets and liabilities, net of business acquisitions: | ||
Decrease in receivables, net | 14.3 | 69 |
(Increase) decrease in inventories | (41.4) | 17 |
Increase in prepaid expenses and other current assets | (8.4) | (1.7) |
Increase (decrease) in accounts payable and other current liabilities | 6.6 | (17.1) |
Increase in non-current liabilities | 5 | 7.6 |
Net Cash Provided by Operating Activities | 367.5 | 261.7 |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | (94.4) | (1,240.4) |
Additions to property | (81.1) | (74.3) |
Restricted cash | 16.1 | 74 |
Proceeds from sale of property and assets held for sale | 1.8 | 0 |
Proceeds from sale of businesses | 6.7 | 0 |
Insurance proceeds on property losses | 0 | 1.8 |
Other, net | 0 | 0.2 |
Net Cash Used in Investing Activities | (150.9) | (1,238.7) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of long-term debt | 0 | 696.5 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 341.4 |
Repayments of long-term debt | (11.6) | (20.7) |
Payments of preferred stock dividends | (11) | (12.8) |
Preferred stock conversion | (10.9) | 0 |
Payments of debt issuance costs | 0 | (18.5) |
Proceeds from exercise of stock awards | 6.6 | 0 |
Net cash received from stock repurchase contracts | 1.1 | 0 |
Other, net | 0.2 | (1.7) |
Net Cash (Used in) Provided by Financing Activities | (25.6) | 984.2 |
Effect of Exchange Rate Changes on Cash and Cash Equivalents | 0.8 | (1.3) |
Net Increase in Cash and Cash Equivalents | 191.8 | 5.9 |
Cash and Cash Equivalents, Beginning of Year | 841.4 | 268.4 |
Cash and Cash Equivalents, End of Period | $ 1,033.2 | $ 274.3 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION These unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), under the rules and regulations of the United States Securities and Exchange Commission (the “SEC”), and on a basis substantially consistent with the audited consolidated financial statements of Post Holdings, Inc. (herein referred to as “Post,” “the Company,” “us,” “our” or “we”) as of and for the fiscal year ended September 30, 2015. These unaudited condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements which are included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the SEC on November 25, 2015. These unaudited condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments and accruals) that management considers necessary for a fair statement of the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results for any other interim period or for the entire fiscal year. On May 4, 2015, Post completed the acquisition of MOM Brands Company (“MOM Brands”). MOM Brands operated on a different fiscal calendar for the third quarter of fiscal 2015. The prior year quarter close date for MOM Brands was June 27, 2015 and results have not been adjusted to conform with Post’s fiscal calendar. As of September 30, 2015, MOM Brands operated on the same fiscal calendar as Post. |
Recently Issued and Adopted Acc
Recently Issued and Adopted Accounting Standards (Notes) | 9 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued and Adopted Accounting Standards | RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update “ASU” 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross Versus Net),” which is intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which clarifies the identification of performance obligations and the licensing implementation guidance. In May 2016, the FASB issued ASU 2016-11, “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 Emerging Issues Task Force (“EITF”) Meeting,” which rescinds which rescinds certain SEC Staff Observer comments from Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition.” These rescissions include changes to topics pertaining to accounting for shipping and handling fees and costs and accounting for consideration given by a vendor to a customer. In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASUs are the same as the effective date for ASU 2014-09 (i.e., Post’s financial statements for the year ending September 30, 2019). The Company has not yet selected a transition method, nor has the impact of adoption on the consolidated financial statements been determined. In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-Based Payment Accounting.” The updated guidance changes the accounting for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of certain items in the statement of cash flows. This ASU is effective for annual periods beginning after December 15, 2016, and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2018) with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This standards update requires a company to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for lessees, lessors and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. This ASU is effective for annual periods beginning after December 15, 2018, and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2020), with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. The Company is currently evaluating the impact and timing of adopting this guidance. In January 2016, the FASB issued ASU 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities.” This standards update requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. This ASU is effective for annual periods beginning after December 15, 2017, and interim periods therein (i.e., Post’s financial statements for the year ending September 30, 2019). Early adoption is not permitted. The Company does not expect this guidance to have an impact on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes.” This standards update requires an entity to classify all deferred tax assets and liabilities as noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, with early adoption permitted and can be applied either retrospectively or prospectively. The Company prospectively adopted this ASU at December 31, 2015 and is now presenting all deferred tax assets and liabilities as noncurrent on the Condensed Consolidated Balance Sheets. Balances at September 30, 2015 were not retrospectively adjusted as the Company chose to prospectively adopt this ASU. |
Restructuring
Restructuring | 9 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | RESTRUCTURING In September 2015, the Company announced its plan to close its Dymatize manufacturing facility located in Farmers Branch, Texas and permanently transfer production to third party facilities under co-manufacturing agreements. Plant production ceased in the fourth quarter of 2015. In May 2015, the Company announced its plan to consolidate its cereal business administrative offices into its Lakeville, Minnesota location. In connection with the consolidation, the Company closed its office located in Parsippany, New Jersey and relocated those functions as well as certain functions located in Battle Creek, Michigan to the Lakeville office. The Parsippany office closure was substantially completed in February 2016. In March 2015, the Company announced its plan to close its facility in Boise, Idaho, which manufactured certain PowerBar products distributed in North America. Plant production ceased in June 2015 and the facility was sold in September 2015. No additional restructuring costs have been incurred in fiscal 2016. In April 2013, the Company announced management’s decision to close its cereal plant located in Modesto, California as part of a cost savings and capacity rationalization effort. The transfer of production capabilities and closure of the plant was completed during September 2014, and no additional restructuring costs have been incurred in fiscal 2015 or 2016. Restructuring charges and the related liabilities are shown in the following table. Employee-Related Costs Pension Curtailment Accelerated Depreciation Total Balance at September 30, 2014 $ 0.7 $ — $ — $ 0.7 Charge to expense 12.8 — 1.0 13.8 Cash payments (0.8 ) — — (0.8 ) Non-cash charges — — (1.0 ) (1.0 ) Balance at June 30, 2015 $ 12.7 $ — $ — $ 12.7 Balance at September 30, 2015 $ 10.5 $ — $ — $ 10.5 Charge to expense 2.1 — 0.4 2.5 Cash payments (9.0 ) — — (9.0 ) Non-cash charges (0.9 ) — (0.4 ) (1.3 ) Balance at June 30, 2016 $ 2.7 $ — $ — $ 2.7 Total expected restructuring charge $ 18.5 $ 1.7 $ 20.1 $ 40.3 Cumulative restructuring charges incurred to date 18.5 1.7 20.1 40.3 Remaining expected restructuring charge $ — $ — $ — $ — In the three and nine months ended June 30, 2016, the Company incurred total restructuring charges of $0.8 and $2.5 , respectively, which were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. In the three and nine months ended June 30, 2015, the Company incurred total restructuring charges of $10.7 and $13.8 , respectively, which were reported in “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. These expenses are not included in the measure of segment performance (see Note 16). Assets Held for Sale Related to the closures of its Modesto, California and Farmers Branch, Texas facilities, the Company has land, building, machinery and equipment classified as assets held for sale. The carrying value of the assets included in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets was $10.3 and $11.4 as of June 30, 2016 and September 30, 2015, respectively. Held for sale losses of $1.1 and $9.5 were recorded in the three and nine months ended June 30, 2016, respectively, to adjust the carrying value of the assets to their fair value less estimated selling costs. Held for sale losses in fiscal 2016 relate to the Modesto, California and Farmers Branch, Texas facility closures. Held for sale losses of $4.9 and $27.4 were recorded in the three and nine months ended June 30, 2015, respectively, to adjust the carrying value of the assets to their fair value less estimated selling costs. Held for sale losses in fiscal 2015 related to the closure if its Modesto, California and Boise, Idaho facilities, as well as the sale of a peanut butter manufacturing facility located in Portales, New Mexico and the sale of its Australian business and Musashi trademark. These losses are reported as “Other operating expenses, net” on the Condensed Consolidated Statements of Operations. These expenses are not included in the measure of segment performance (see Note 16). |
Business Combinations
Business Combinations | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combinations and Divestitures | BUSINESS COMBINATIONS AND DIVESTITURES On October 3, 2015, the Company completed its acquisition of Willamette Egg Farms (“WEF”) for $90.0 , subject to working capital and other adjustments, resulting in a payment at closing of $109.0 . In December 2015, a final settlement of net working capital and other adjustments was reached, resulting in an additional amount paid by the Company of $4.6 . WEF is a producer, processor and wholesale distributor of eggs and egg products and is reported in Post’s Michael Foods Group segment (see Note 16). Based upon the preliminary purchase price allocation, the Company has recorded $12.7 of customer relationships to be amortized over a weighted-average period of 20 years and $2.5 to trademarks and brands to be amortized over a weighted-average period of 20 years. Net sales included in the Condensed Consolidated Statements of Operations was $18.2 and $70.2 , for the three and nine months ended June 30, 2016, respectively. Operating profit included in the Condensed Consolidated Statements of Operations was $0.5 and $13.1 , for the three and nine months ended June 30, 2016, respectively. On May 4, 2015, Post completed its acquisition of MOM Brands, a manufacturer and distributer of ready-to-eat (“RTE”) cereals. MOM Brands is reported in the Post Consumer Brands segment (see Note 16). The closing purchase price of the transaction was $1,181.5 and was partially paid by the issuance of 2.45 shares of the Company’s common stock to the former owners of MOM Brands. The shares were valued at the May 1, 2015 closing price of $46.60 per share for a total issuance of $114.4 . In September 2015, a final settlement of net working capital and other adjustments was reached, resulting in an amount back to the Company of $4.0 . On November 1, 2014, the Company completed its acquisition of American Blanching Company (“ABC”) for $128.0 . ABC is a manufacturer of peanut butter for national brands, private label retail and industrial markets and provider of peanut blanching, granulation and roasting services for the commercial peanut industry. ABC is reported in Post’s Private Brands segment (see Note 16). On October 1, 2014, the Company completed its acquisition of the PowerBar and Musashi brands and related worldwide assets from Nestlé S.A. (“PowerBar”) for $150.0 , subject to a working capital adjustment, which resulted in a payment at closing of $136.1 . In March 2015, a final settlement of net working capital and other adjustments was reached, resulting in an amount back to the Company of $1.7 . PowerBar is reported in the Active Nutrition segment (see Note 16). Each of the acquisitions was accounted for using the acquisition method of accounting, whereby the results of operations are included in the financial statements from the date of acquisition. The respective purchase prices were allocated to acquired assets and assumed liabilities based on their estimated fair values at the date of acquisition, and any excess was allocated to goodwill, as shown in the table below. Goodwill represents the value the Company expects to achieve through the implementation of operational synergies and the expansion of the business into new or growing segments of the industry. The Company expects the final fair value of goodwill related to the acquisition of WEF to be deductible for U.S. income tax purposes. Certain estimated values for the WEF acquisition, including goodwill and deferred taxes, are not yet finalized pending the final purchase price allocation and are subject to change once additional information is obtained. The following table provides the preliminary allocation of the purchase price related to the fiscal 2016 acquisition of WEF based upon the fair value of assets and liabilities assumed. Cash and cash equivalents $ 19.2 Receivables 11.1 Inventories 10.3 Prepaid expenses and other current assets 0.5 Property 56.2 Goodwill 4.2 Other intangible assets 15.2 Other assets 0.1 Accounts payable (2.2 ) Other current liabilities (1.0 ) Total acquisition cost $ 113.6 Divestitures In March 2016, the Company sold certain assets of its Michael Foods Canadian egg business, included in the Michael Foods Group segment (see Note 16), to a third party for $6.9 , subject to working capital and other adjustments, resulting in net cash received of $6.4 . In May 2016, a final settlement of net working capital and other adjustments was reached, resulting in additional cash received by the Company of $0.5 . During the nine months ended June 30, 2016, the Company recorded a gain of $2.0 related to the transaction, which includes $1.3 of foreign exchange gains that were previously included in accumulated other comprehensive income. This gain is reported as “Other operating expenses, net” in the Condensed Consolidated Statements of Operations. On July 1, 2015, the Company sold the PowerBar Australia assets and Musashi trademark. In February 2016, a final settlement of net working capital was reached related to this sale, resulting in an amount paid by the Company of $0.2 . Transaction related costs The Company incurred acquisition and divestiture related expenses of $5.1 and $7.3 during the three and nine months ended June 30, 2016, respectively, and $5.4 and $12.2 during the three and nine months ended June 30, 2015, respectively. The costs are recorded as “Selling, general and administrative expenses,” and include amounts for transactions that were signed, spending for due diligence on potential acquisitions that were not signed or announced at the time of the Company’s reporting, and spending for divestiture transactions. Pro Forma Information The following unaudited pro forma information presents a summary of the results of operations of the Company combined with the aggregate results of WEF, MOM Brands, ABC and PowerBar for the periods presented as if the fiscal 2016 acquisition of WEF had occurred on October 1, 2014 and the fiscal 2015 acquisitions had occurred on October 1, 2013, along with certain pro forma adjustments. These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon fair value of assets acquired, interest expense related to the financing of the business combinations, inventory revaluation adjustments on acquired businesses and related income taxes. The following unaudited pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the acquisitions occurred on the assumed dates, nor is it necessarily an indication of future operating results. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Pro forma net sales $ 1,246.1 $ 1,310.5 $ 3,766.0 $ 3,888.5 Pro forma net earnings (loss) available to common shareholders $ — $ 48.5 $ 13.2 $ (9.7 ) Pro forma basic earnings (loss) per common share $ — $ 0.82 $ 0.19 $ (0.18 ) Pro forma diluted earnings (loss) per common share $ — $ 0.80 $ 0.19 $ (0.18 ) |
Goodwill
Goodwill | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | GOODWILL The changes in the carrying amount of goodwill by segment are noted in the following table. Post Consumer Brands Michael Foods Group Active Nutrition Private Brands Total Balance, September 30, 2015 Goodwill (gross) $ 1,993.9 $ 1,341.6 $ 180.7 $ 254.0 $ 3,770.2 Accumulated impairment losses (609.1 ) — (88.3 ) — (697.4 ) Goodwill (net) $ 1,384.8 $ 1,341.6 $ 92.4 $ 254.0 $ 3,072.8 Goodwill acquired — 4.2 — — 4.2 Currency translation adjustment 0.2 — — 4.3 4.5 Balance, June 30, 2016 Goodwill (gross) $ 1,994.1 $ 1,345.8 $ 180.7 $ 258.3 $ 3,778.9 Accumulated impairment losses (609.1 ) — (88.3 ) — (697.4 ) Goodwill (net) $ 1,385.0 $ 1,345.8 $ 92.4 $ 258.3 $ 3,081.5 |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the three and nine months ended June 30, 2016, the effective income tax rate was (57.1)% and 5.6% , respectively. In accordance with ASC Topic 740, the Company records income tax (benefit) expense for the interim periods using the estimated annual effective tax rate for the full fiscal year adjusted for the impact of discrete items occurring during the three and nine month periods. Our effective tax rate differed significantly from our statutory tax rate as a result of discrete items occurring in the nine months ended June 30, 2016 primarily relating to the Company’s decision to exit its Canadian egg business reported in the Michael Foods Group segment (see Note 4) and the expectation that the Domestic Production Activities Deduction under the Internal Revenue Code (“DPAD”) will have a favorable impact on the effective income tax rate. For the three and nine months ended June 30, 2015, the effective income tax rate was 58.8% and 21.5% , respectively. The estimated annual effective tax rate differed significantly from the statutory tax rate primarily due to the Company’s estimate of full year earnings before income taxes which caused small variations in estimated permanent differences to have a magnified impact on the effective income tax rate percentage, the expectation that nondeductible merger and acquisition expenses and other permanently nondeductible expenses would have had an unfavorable impact on the effective income tax rate and the expectation that the DPAD and tax planning strategies implemented for certain recent acquisitions would have had a favorable impact on the effective income tax rate. |
Intangible Assets, net
Intangible Assets, net | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | INTANGIBLE ASSETS, NET Total intangible assets are as follows: June 30, 2016 September 30, 2015 Carrying Accumulated Amortization Net Carrying Accumulated Amortization Net Subject to amortization: Customer relationships $ 2,013.7 $ (275.0 ) $ 1,738.7 $ 1,998.6 $ (192.7 ) $ 1,805.9 Trademarks/brands 795.4 (110.3 ) 685.1 780.9 (79.1 ) 701.8 Other intangible assets 21.9 (7.1 ) 14.8 21.3 (5.4 ) 15.9 2,831.0 (392.4 ) 2,438.6 2,800.8 (277.2 ) 2,523.6 Not subject to amortization: Trademarks/brands 434.5 — 434.5 445.7 — 445.7 $ 3,265.5 $ (392.4 ) $ 2,873.1 $ 3,246.5 $ (277.2 ) $ 2,969.3 |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share | EARNINGS (LOS S) PER SHARE Basic earnings (loss) per share is based on the average number of common shares outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options, stock appreciation rights and restricted stock equivalents using the “treasury stock” method. The impact of potentially dilutive convertible preferred stock is calculated using the “if-converted” method. The Company’s tangible equity units (“TEUs”) are assumed to be settled at the minimum settlement amount of 1.7114 shares per TEU for weighted-average shares for basic earnings (loss) per share. For diluted earnings (loss) per share, the shares, to the extent dilutive, are assumed to be settled at a conversion factor based on the Company’s daily volume-weighted-average price per share of the Company’s common stock not to exceed 2.0964 shares per TEU. The following table sets forth the computation of basic and diluted earnings (loss) per share for the three and nine months ended June 30, 2016 and 2015. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net earnings (loss) for basic earnings (loss) per share $ — $ 19.8 $ 12.0 $ (55.5 ) Net earnings (loss) for diluted earnings (loss) per share $ — $ 19.8 $ 12.0 $ (55.5 ) Weighted-average shares outstanding 64.3 54.0 63.7 49.5 Effect of TEUs on weighted-average shares for basic earnings (loss) per share 4.9 4.9 4.9 4.9 Weighted-average shares for basic earnings (loss) per share 69.2 58.9 68.6 54.4 Effect of dilutive securities: Stock options — 0.7 1.1 — Stock appreciation rights — 0.1 0.1 — Restricted stock awards — 0.3 0.3 — TEUs — 0.8 — — Total dilutive securities — 1.9 1.5 — Weighted-average shares for diluted earnings (loss) per share 69.2 60.8 70.1 54.4 Basic earnings (loss) per common share $ — $ 0.34 $ 0.17 $ (1.02 ) Diluted earnings (loss) per common share $ — $ 0.33 $ 0.17 $ (1.02 ) The following table details the securities that have been excluded from the calculation of weighted-average shares for diluted earnings (loss) per share as they were anti-dilutive. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock options 4.2 1.3 0.3 4.6 Stock appreciation rights 0.2 0.1 — 0.3 Restricted stock awards 0.9 — 0.2 0.5 TEUs — — — 0.9 Preferred shares conversion to common 9.1 11.0 9.1 11.0 |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Inventories | INVENTORIES June 30, September 30, Raw materials and supplies $ 112.1 $ 142.5 Work in process 20.4 15.3 Finished products 342.8 286.8 Flocks 33.3 20.7 $ 508.6 $ 465.3 |
Property, net
Property, net | 9 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, net | PROPERTY, NET June 30, September 30, 2015 Property, at cost $ 1,849.4 $ 1,737.7 Accumulated depreciation (509.5 ) (404.5 ) $ 1,339.9 $ 1,333.2 |
Derivative Financial Instrument
Derivative Financial Instruments and Hedging | 9 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative financial instruments and hedging | DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING In the ordinary course of business, the Company is exposed to commodity price risks relating to the acquisition of raw materials and supplies, interest rate risks relating to floating rate debt, and foreign currency exchange rate risks relating to its foreign subsidiaries. The Company utilizes derivative financial instruments, including (but not limited to) futures contracts, option contracts, forward contracts and swaps, to manage certain of these exposures by hedging when it is practical to do so. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company maintains options, futures contracts and interest rate swaps which have been designated as economic hedges of raw materials, energy purchases and variable rate debt. At June 30, 2016, the notional amounts of commodity and energy contracts were $32.6 and $17.7 , respectively. These contracts relate to inputs that generally will be utilized within the next 12 months. At June 30, 2016 and September 30, 2015, the Company had pledged collateral of $1.0 and $10.7 , respectively, related to its commodity and energy contracts. These amounts are classified as “Restricted cash” on the Condensed Consolidated Balance Sheets. As of June 30, 2016, the Company had interest rate swaps with a notional amount of $77.9 that obligate Post to pay a fixed rate of 3.1% and receive one-month LIBOR. These swaps have the effect of converting a portion of the Company’s variable interest rate term loan debt to fixed interest rates through May 2021. In addition, the Company has interest rate swaps with a $750.0 notional amount that obligate Post to pay a weighted-average fixed interest rate of approximately 4.0% and receive three-month LIBOR and will result in a net lump sum settlement in July 2018, as well as interest rate swaps with a $899.3 notional amount that obligate Post to pay a weighted-average fixed interest rate of approximately 3.7% and receive three-month LIBOR and will result in a net lump sum settlement in December 2019. Commodity and energy derivatives are valued using an income approach based on index prices less the contract rate multiplied by the notional amount. The Company’s calculation of the fair value of interest rate swaps is derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve. The following table presents the balance sheet location and fair value of the Company’s derivative instruments on a gross and net basis as of June 30, 2016 and September 30, 2015. The Company does not offset derivative assets and liabilities within the Condensed Consolidated Balance Sheets. Balance Sheet Location June 30, September 30, 2015 Commodity contracts Prepaid expenses and other current assets $ 2.2 $ 0.4 Energy contracts Prepaid expenses and other current assets 3.5 0.2 Total Assets $ 5.7 $ 0.6 Commodity contracts Other current liabilities 0.9 1.2 Energy contracts Other current liabilities 1.0 4.7 Interest rate swaps Other current liabilities 1.8 4.9 Interest rate swaps Other liabilities 300.4 127.9 Total Liabilities $ 304.1 $ 138.7 The following table presents the recognized (gain) loss from derivative instruments that were not designated as qualified hedging instruments on the Company’s Condensed Consolidated Statements of Operations. (Gain) Loss Recognized in Statement of Operations Statement of Operations Location Three Months Ended Nine Months Ended June 30, 2016 2015 2016 2015 Commodity contracts Cost of goods sold $ (1.0 ) $ (4.8 ) $ 3.2 $ (13.2 ) Energy contracts Cost of goods sold (4.1 ) 4.5 0.8 8.1 Interest rate swaps Other expense (income) 62.6 (41.9 ) 169.4 41.5 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | FAIR VALUE MEASUREMENTS The following table represents Post’s assets and liabilities measured at fair value on a recurring basis and the basis for that measurement according to the levels in the fair value hierarchy in ASC Topic 820. June 30, 2016 September 30, 2015 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investment $ 11.3 $ 11.3 $ — $ 10.3 $ 10.3 $ — Derivative assets 5.7 — 5.7 0.6 — 0.6 $ 17.0 $ 11.3 $ 5.7 $ 10.9 $ 10.3 $ 0.6 Liabilities: Deferred compensation liabilities $ 17.3 $ — $ 17.3 $ 14.2 $ — $ 14.2 Derivative liabilities 304.1 — 304.1 138.7 — 138.7 $ 321.4 $ — $ 321.4 $ 152.9 $ — $ 152.9 The following table presents the fair value of Post’s long-term debt which is classified as Level 2 in the fair value hierarchy per ASC Topic 820: June 30, September 30, 2015 Senior notes $ 4,341.9 $ 4,112.5 Term loan 374.6 374.0 TEUs 21.4 28.6 4.57% 2012 Series Bond maturing September 2017 1.9 2.9 Capital leases — 2.8 $ 4,739.8 $ 4,520.8 The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon its own market assumptions. The fair value hierarchy consists of three levels: Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data. Level 3 — Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable. The deferred compensation investment is invested primarily in mutual funds and its fair value is measured using the market approach. This investment is in the same funds and purchased in substantially the same amounts as the participants’ selected investment options (excluding Post common stock equivalents), which represent the underlying liabilities to participants in the Company’s deferred compensation plans. Deferred compensation liabilities are recorded at amounts due to participants in cash, based on the fair value of participants’ selected investment options (excluding certain Post common stock equivalents to be distributed in shares) using the market approach. The Company utilizes the income approach to measure fair value for its derivative assets, which include options and futures contracts for commodities and energy. The income approach uses pricing models that rely on market observable inputs such as yield curves and forward prices. Changes in the deferred compensation investment and related liability are recorded as “Selling, general and administrative expenses” in the Condensed Consolidated Statements of Operations. Refer to Note 11 for the classification of changes in fair value of derivative assets and liabilities measured at fair value on a recurring basis within the Condensed Consolidated Statements of Operations. As stated previously (see Note 3), the Company has land, building, machinery and equipment classified as assets held for sale related to the closure of its Modesto, California and Farmers Branch, Texas facilities. At June 30, 2016 and September 30, 2015, the carrying value, as determined by estimated fair value less estimated costs to sell, of the assets held for sale was $10.3 and $11.4 , respectively, and is included in “Prepaid expenses and other current assets” on the Condensed Consolidated Balance Sheets. The fair value of the assets held for sale were measured at fair value on a nonrecurring basis based on third-party offers to purchase the assets. The fair value measurement was categorized as Level 3, as the fair values utilize significant unobservable inputs. The following table summarizes the Level 3 activity. Balance, September 30, 2015 $ 11.4 Transfers into held for sale 10.1 Losses on assets held for sale (9.5 ) Cash received from sale of assets (1.7 ) Balance, June 30, 2016 $ 10.3 The carrying amounts reported on the Condensed Consolidated Balance Sheets for cash and cash equivalents, receivables and accounts payable approximate fair value because of the short maturities (less than 12 months) of these financial instruments. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' equity | SHAREHOLDERS’ EQUITY In December 2015, the Company and a holder of the Company’s 3.75% Series B Cumulative Perpetual Convertible Preferred Stock (the “Series B Preferred”) entered into an exchange agreement pursuant to which the shareholder agreed to deliver 0.9 shares of the Series B Preferred to the Company in exchange for 2.0 shares of common stock and $10.9 of cash. The number of shares of common stock exchanged in the transaction was based upon the current conversion rate, under the Certificate of Designation, Rights and Preferences for the Series B Preferred, of 2.1192 shares of common stock per share of Series B Preferred. The cash paid of $10.9 was recorded as “Additional paid-in capital” on the Condensed Consolidated Balance Sheets. The Company may, from time to time, enter into common stock structured repurchase arrangements with financial institutions using general corporate funds. Under such arrangements, the Company pays a fixed sum of cash upon execution of each agreement in exchange for the right to receive either a pre-determined amount of cash or Post common stock. Upon expiration of each agreement, if the closing market price of Post’s common stock is above the pre-determined price, the Company will have the initial investment returned with a premium in cash. If the closing market price of Post’s common stock is at or below the pre-determined price, the Company will receive the number of shares specified in the agreement. In March 2016, the Company entered into a structured share repurchase arrangement which required cash payments totaling $28.3 , including transaction-related fees of $0.2 . At the May 2016 expiration of the agreement, the market price of Post’s common stock exceeded the pre-determined contract price, resulting in cash payments to the Company of $29.4 . Prepayments and cash receipts at settlement under the agreement were recorded as “Additional paid-in capital” on the Condensed Consolidated Balance Sheets. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Long-term debt as of the dates indicated consists of the following: June 30, September 30, 2015 7.375% Senior Notes maturing February 2022 $ 1,375.0 $ 1,375.0 6.75% Senior Notes maturing December 2021 875.0 875.0 6.00% Senior Notes maturing December 2022 630.0 630.0 7.75% Senior Notes maturing March 2024 800.0 800.0 8.00% Senior Notes maturing July 2025 400.0 400.0 Term Loan 374.4 374.4 TEUs 14.6 25.1 4.57% 2012 Series Bond maturing September 2017 1.9 2.9 Capital leases — 2.8 $ 4,470.9 $ 4,485.2 Less: Current Portion (15.9 ) (16.0 ) Plus: Unamortized premiums, net of discounts 38.0 42.2 Total long-term debt $ 4,493.0 $ 4,511.4 On January 29, 2014, the Company entered into a credit agreement (as subsequently amended, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility with an aggregate principal value of $400.0 as well as an incremental term loan. The revolving credit facility has outstanding letters of credit of $11.9 which reduced the available borrowing capacity to $388.1 at June 30, 2016. The Credit Agreement contains customary financial covenants including (a) a quarterly maximum senior secured leverage ratio of 3.00 to 1.00, and (b) a quarterly minimum interest coverage ratio of 1.75 to 1.00. The Credit Agreement permits the Company to incur additional unsecured debt only if its consolidated interest coverage ratio, calculated as provided in the Credit Agreement, would be greater than 2.00 to 1.00 after giving effect to such new debt. The Credit Agreement provides for customary events of default, including material breach of representations and warranties, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay, or default under, certain other material indebtedness, certain events of bankruptcy and insolvency, inability to pay debts, the occurrence of one or more unstayed or undischarged judgments in excess of $75.0 or attachments issued against a material part of the Company’s property, change in control, the invalidity of any loan document, the failure of the collateral documents to create a valid and perfected first priority lien and certain ERISA events. Upon the occurrence of an event of default, the maturity of the loans under the Credit Agreement may be accelerated and the agent and lenders under the Credit Agreement may exercise other rights and remedies available at law or under the loan documents, including with respect to the collateral and guarantees for the Company’s obligations under the Credit Agreement. Debt Covenants Under the terms of the Credit Agreement, the Company is required to comply with certain financial covenants consisting of ratios for quarterly maximum senior secured leverage and minimum interest coverage. As of June 30, 2016, the Company was in compliance with such financial covenants. The Company does not believe non-compliance is reasonably likely in the foreseeable future. |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 9 Months Ended |
Jun. 30, 2016 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Pension and other postretirement benefits | PENSION AND OTHER POSTRETIREMENT BENEFITS The Company maintains qualified defined benefit plans in the United States and Canada for certain employees within its Post Consumer Brands segment. Certain of the Company’s employees are eligible to participate in the Company’s qualified and supplemental noncontributory defined benefit pension plans and other postretirement benefit plans (partially subsidized retiree health and life insurance) or separate plans for Post Foods Canada Inc. Amounts for the Canadian plans are included in these disclosures and are not disclosed separately because they do not constitute a significant portion of the combined amounts. Effective January 1, 2011, benefit accruals for defined pension plans were frozen for all administrative employees and certain production employees. The following tables provide the components of net periodic benefit cost for the plans. Pension Benefits Three Months Ended Nine Months Ended 2016 2015 2016 2015 Components of net periodic benefit cost Service cost $ 1.0 $ 0.8 $ 3.0 $ 2.7 Interest cost 0.7 0.6 1.9 1.7 Expected return on plan assets (0.6 ) (0.6 ) (1.9 ) (1.8 ) Recognized net actuarial loss 0.3 0.3 0.8 0.7 Recognized prior service cost — — 0.2 0.2 Net periodic benefit cost $ 1.4 $ 1.1 $ 4.0 $ 3.5 Other Benefits Three Months Ended Nine Months Ended 2016 2015 2016 2015 Components of net periodic benefit cost Service cost $ 0.1 $ 0.5 $ 0.9 $ 1.5 Interest cost 0.8 1.1 3.2 3.5 Recognized net actuarial loss 0.5 0.4 1.2 1.1 Recognized prior service credit (1.5 ) (0.4 ) (2.4 ) (1.2 ) Net periodic benefit (gain) cost $ (0.1 ) $ 1.6 $ 2.9 $ 4.9 In the second quarter of fiscal 2016, the Company finalized a new collective bargaining agreement that resulted in an amendment to its other postretirement benefit plan. As a result of this amendment, the Company remeasured its other benefits obligation using inputs as of February 29, 2016 and a gain of $36.1 ( $22.3 , net of tax) was recognized in accumulated other comprehensive income (loss) with an offsetting reduction in the accumulated postretirement benefit obligation. |
Segments
Segments | 9 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segments | SEGMENTS The Company’s reportable segments are as follows: • Post Consumer Brands: primarily RTE cereals; • Michael Foods Group: eggs, potatoes, cheese and pasta; • Active Nutrition: protein shakes, bars and powders and nutritional supplements; and • Private Brands: primarily peanut and other nut butters, dried fruit and nuts, and granola. Management evaluates each segment’s performance based on its segment profit, which is its operating profit before impairment of property and intangible assets, facility closure related costs, restructuring expenses, losses on assets held for sale, gain on sale of business and other unallocated corporate income and expenses. The following tables present information about the Company’s reportable segments, including corresponding amounts for the prior year. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net Sales Post Consumer Brands $ 434.5 $ 356.9 $ 1,286.2 $ 818.3 Michael Foods Group 518.0 564.7 1,662.1 1,714.3 Active Nutrition 156.1 153.8 415.7 418.8 Private Brands 137.9 136.7 403.2 389.4 Eliminations (0.4 ) (0.3 ) (1.2 ) (2.4 ) Total $ 1,246.1 $ 1,211.8 $ 3,766.0 $ 3,338.4 Segment Profit (Loss) Post Consumer Brands $ 75.2 $ 51.6 $ 212.8 $ 140.0 Michael Foods Group 65.6 48.4 236.0 130.3 Active Nutrition 17.7 7.9 42.0 (2.9 ) Private Brands 9.0 10.5 29.6 27.8 Total segment profit 167.5 118.4 520.4 295.2 General corporate expenses and other 25.5 37.1 83.0 123.3 Interest expense, net 77.3 65.0 232.3 184.9 Other expense (income) 62.6 (41.9 ) 169.4 41.5 Earnings (loss) before income taxes $ 2.1 $ 58.2 $ 35.7 $ (54.5 ) Depreciation and amortization Post Consumer Brands $ 26.1 $ 19.4 $ 78.6 $ 43.6 Michael Foods Group 35.5 35.7 106.0 108.8 Active Nutrition 6.4 6.8 18.8 20.6 Private Brands 6.2 6.3 18.6 18.8 Total segment depreciation and amortization 74.2 68.2 222.0 191.8 Corporate and accelerated depreciation 1.5 2.2 4.9 4.9 Total $ 75.7 $ 70.4 $ 226.9 $ 196.7 Assets June 30, 2016 September 30, 2015 Post Consumer Brands $ 3,416.1 $ 3,473.0 Michael Foods Group 3,509.0 3,506.0 Active Nutrition 632.6 645.4 Private Brands 650.9 651.6 Corporate 1,107.1 944.4 Total $ 9,315.7 $ 9,220.4 |
Condensed Consolidating Financi
Condensed Consolidating Financial Statements of Guarantors | 9 Months Ended |
Jun. 30, 2016 | |
Schedule Of Condensed Financial Statements [Abstract] | |
Condensed Consolidating Financial Statements of Guarantors | CONDENSED CONSOLIDATING FINANCIAL STATEMENTS OF GUARANTORS All of the Company’s senior notes (see Note 14) are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by each of our existing 100% owned domestic subsidiaries and future domestic subsidiaries, the “Guarantors.” Our foreign subsidiaries, the “Non-Guarantors,” do not guarantee the senior notes. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions). Set forth below are the condensed consolidating financial statements presenting the results of operations, financial position and cash flows of the Parent Company (Post Holdings, Inc.), the Guarantors on a combined basis, the Non-Guarantors on a combined basis and eliminations necessary to arrive at the information for the Company as reported, on a consolidated basis. The Condensed Consolidating Financial Statements present the Parent Company’s investments in subsidiaries using the equity method of accounting. Eliminations represent adjustments to eliminate investments in subsidiaries and intercompany balances and transactions between or among the Parent Company, the Guarantor and the Non-Guarantor subsidiaries. Post Holdings, Inc. and all of its domestic subsidiaries form a single consolidated tax group for U.S. income tax purposes. Accordingly, income tax expense has been presented on the Guarantors’ Condensed Statements of Operations using the consolidated U.S. effective tax rate for the Company. Income tax payable and deferred tax items for the consolidated U.S. tax paying group reside solely on the Parent Company’s Condensed Consolidated Balance Sheets. POST HOLDINGS, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 1,126.2 $ 133.3 $ (13.4 ) $ 1,246.1 Cost of goods sold — 746.3 115.0 (13.4 ) 847.9 Gross Profit — 379.9 18.3 — 398.2 Selling, general and administrative expenses 5.0 202.5 8.5 — 216.0 Amortization of intangible assets — 35.9 2.3 — 38.2 Other operating expenses (income), net — 2.3 (0.3 ) — 2.0 Operating (Loss) Profit (5.0 ) 139.2 7.8 — 142.0 Interest expense (income), net 74.7 (0.1 ) 2.7 — 77.3 Other expense 62.6 — — — 62.6 (Loss) Earnings before Income Taxes (142.3 ) 139.3 5.1 — 2.1 Income tax expense (benefit) 2.2 (5.0 ) 1.6 — (1.2 ) Net (Loss) Earnings before Equity in Subsidiaries (144.5 ) 144.3 3.5 — 3.3 Equity earnings in subsidiaries 147.8 — — (147.8 ) — Net Earnings $ 3.3 $ 144.3 $ 3.5 $ (147.8 ) $ 3.3 Total Comprehensive Income $ 2.7 $ 143.9 $ 2.9 $ (146.8 ) $ 2.7 Three Months Ended June 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 1,077.8 $ 149.3 $ (15.3 ) $ 1,211.8 Cost of goods sold — 782.6 128.0 (15.3 ) 895.3 Gross Profit — 295.2 21.3 — 316.5 Selling, general and administrative expenses 3.9 176.9 12.5 — 193.3 Amortization of intangible assets — 34.2 2.5 — 36.7 Other operating expenses, net 1.0 4.2 — — 5.2 Operating (Loss) Profit (4.9 ) 79.9 6.3 — 81.3 Interest expense (income), net 61.9 (0.2 ) 3.3 — 65.0 Other income (41.9 ) — — — (41.9 ) (Loss) Earnings before Income Taxes (24.9 ) 80.1 3.0 — 58.2 Income tax expense (benefit) 34.3 (2.3 ) 2.2 — 34.2 Net (Loss) Earnings before Equity in Subsidiaries (59.2 ) 82.4 0.8 — 24.0 Equity earnings (loss) in subsidiaries 83.2 (1.1 ) — (82.1 ) — Net Earnings $ 24.0 $ 81.3 $ 0.8 $ (82.1 ) $ 24.0 Total Comprehensive Income $ 31.4 $ 81.5 $ 4.4 $ (85.9 ) $ 31.4 Nine Months Ended June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 3,404.4 $ 406.0 $ (44.4 ) $ 3,766.0 Cost of goods sold — 2,293.7 346.7 (44.4 ) 2,596.0 Gross Profit — 1,110.7 59.3 — 1,170.0 Selling, general and administrative expenses 14.5 566.2 27.9 — 608.6 Amortization of intangible assets — 107.6 6.8 — 114.4 Other operating expenses (income), net — 19.6 (10.0 ) — 9.6 Operating (Loss) Profit (14.5 ) 417.3 34.6 — 437.4 Interest expense (income), net 224.7 (0.6 ) 8.2 — 232.3 Other expense 169.4 — — — 169.4 (Loss) Earnings before Income Taxes (408.6 ) 417.9 26.4 — 35.7 Income tax (benefit) expense (23.2 ) 19.8 5.4 — 2.0 Net (Loss) Earnings before Equity in Subsidiaries (385.4 ) 398.1 21.0 — 33.7 Equity earnings in subsidiaries 419.1 8.2 — (427.3 ) — Net Earnings $ 33.7 $ 406.3 $ 21.0 $ (427.3 ) $ 33.7 Total Comprehensive Income $ 65.3 $ 428.2 $ 25.3 $ (453.5 ) $ 65.3 Nine Months Ended June 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 2,996.3 $ 378.7 $ (36.6 ) $ 3,338.4 Cost of goods sold — 2,211.3 322.6 (36.6 ) 2,497.3 Gross Profit — 785.0 56.1 — 841.1 Selling, general and administrative expenses 12.7 484.4 39.8 — 536.9 Amortization of intangible assets — 96.3 7.6 — 103.9 Other operating expenses, net 1.0 27.2 0.2 — 28.4 Operating (Loss) Profit (13.7 ) 177.1 8.5 — 171.9 Interest expense (income), net 175.9 (0.7 ) 9.7 — 184.9 Other expense 41.5 — — — 41.5 (Loss) Earnings before Income Taxes (231.1 ) 177.8 (1.2 ) — (54.5 ) Income tax (benefit) expense (49.7 ) 36.3 1.7 — (11.7 ) Net (Loss) Earnings before Equity in Subsidiaries (181.4 ) 141.5 (2.9 ) — (42.8 ) Equity earnings (loss) in subsidiaries 138.6 (2.2 ) — (136.4 ) — Net (Loss) Earnings $ (42.8 ) $ 139.3 $ (2.9 ) $ (136.4 ) $ (42.8 ) Total Comprehensive (Loss) Income $ (75.7 ) $ 140.0 $ (19.5 ) $ (120.5 ) $ (75.7 ) POST HOLDINGS, INC. CONDENSED CONSOLIDATING BALANCE SHEETS (Unaudited) June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total ASSETS Current Assets Cash and cash equivalents $ 999.4 $ 16.8 $ 29.3 $ (12.3 ) $ 1,033.2 Restricted cash 1.1 0.9 0.7 — 2.7 Receivables, net 5.6 320.5 54.8 (13.9 ) 367.0 Inventories — 442.8 65.8 — 508.6 Prepaid expenses and other current assets 13.7 36.4 1.5 — 51.6 Total Current Assets 1,019.8 817.4 152.1 (26.2 ) 1,963.1 Property, net — 1,300.8 39.1 — 1,339.9 Goodwill — 2,949.0 132.5 — 3,081.5 Other intangible assets, net — 2,780.8 92.3 — 2,873.1 Intercompany receivable 1,159.9 — — (1,159.9 ) — Intercompany notes receivable 151.3 — — (151.3 ) — Investment in subsidiaries 6,289.8 21.1 — (6,310.9 ) — Other assets 50.6 6.5 1.0 — 58.1 Total Assets $ 8,671.4 $ 7,875.6 $ 417.0 $ (7,648.3 ) $ 9,315.7 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 14.6 $ 1.3 $ — $ — $ 15.9 Accounts payable — 223.4 30.6 (26.2 ) 227.8 Other current liabilities 86.3 262.7 21.2 — 370.2 Total Current Liabilities 100.9 487.4 51.8 (26.2 ) 613.9 Long-term debt 4,492.4 0.6 — — 4,493.0 Intercompany payable — 1,153.4 6.5 (1,159.9 ) — Intercompany notes payable — — 151.3 (151.3 ) — Deferred income taxes 713.8 — 23.6 — 737.4 Other liabilities 324.1 98.6 8.5 — 431.2 Total Liabilities 5,631.2 1,740.0 241.7 (1,337.4 ) 6,275.5 Total Shareholders’ Equity 3,040.2 6,135.6 175.3 (6,310.9 ) 3,040.2 Total Liabilities and Shareholders’ Equity $ 8,671.4 $ 7,875.6 $ 417.0 $ (7,648.3 ) $ 9,315.7 September 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total ASSETS Current Assets Cash and cash equivalents $ 809.6 $ 30.5 $ 19.2 $ (17.9 ) $ 841.4 Restricted cash 1.1 17.0 0.7 — 18.8 Receivables, net 8.5 310.0 61.7 (14.0 ) 366.2 Inventories — 396.1 69.2 — 465.3 Deferred income taxes 47.5 — 0.2 — 47.7 Intercompany notes receivable 7.7 — — (7.7 ) — Prepaid expenses and other current assets 12.7 27.9 1.7 — 42.3 Total Current Assets 887.1 781.5 152.7 (39.6 ) 1,781.7 Property, net — 1,286.0 47.2 — 1,333.2 Goodwill — 2,944.8 128.0 — 3,072.8 Other intangible assets, net — 2,873.3 96.0 — 2,969.3 Intercompany receivable 1,129.8 — — (1,129.8 ) — Intercompany notes receivable 146.2 — — (146.2 ) — Investment in subsidiaries 6,311.9 21.9 — (6,333.8 ) — Other assets 57.4 5.3 0.7 — 63.4 Total Assets $ 8,532.4 $ 7,912.8 $ 424.6 $ (7,649.4 ) $ 9,220.4 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 14.1 $ 1.6 $ 0.3 $ — $ 16.0 Accounts payable — 254.0 43.1 (31.9 ) 265.2 Intercompany notes payable — — 7.7 (7.7 ) — Other current liabilities 76.1 225.7 28.0 — 329.8 Total Current Liabilities 90.2 481.3 79.1 (39.6 ) 611.0 Long-term debt 4,507.7 1.3 2.4 — 4,511.4 Intercompany payable — 1,124.2 5.6 (1,129.8 ) — Intercompany notes payable — — 146.2 (146.2 ) — Deferred income taxes 807.0 — 24.8 — 831.8 Other liabilities 151.5 130.9 7.8 — 290.2 Total Liabilities 5,556.4 1,737.7 265.9 (1,315.6 ) 6,244.4 Total Shareholders’ Equity 2,976.0 6,175.1 158.7 (6,333.8 ) 2,976.0 Total Liabilities and Shareholders’ Equity $ 8,532.4 $ 7,912.8 $ 424.6 $ (7,649.4 ) $ 9,220.4 POST HOLDINGS, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total Net Cash Provided by Operating Activities $ 145.4 $ 609.2 $ 13.6 $ (400.7 ) $ 367.5 Cash Flows from Investing Activities Business acquisitions, net of cash acquired — (94.4 ) — — (94.4 ) Additions to property — (77.8 ) (3.3 ) — (81.1 ) Restricted cash — 16.1 — — 16.1 Proceeds from sale of property and assets held for sale — 1.8 — — 1.8 Proceeds from sale of businesses (0.2 ) — 6.9 — 6.7 Capitalization of subsidiaries (123.2 ) — — 123.2 — Proceeds from equity distributions 184.6 0.1 — (184.7 ) — Net receipts from intercompany revolver 7.7 — — (7.7 ) — Net Cash Provided by (Used in) Investing Activities 68.9 (154.2 ) 3.6 (69.2 ) (150.9 ) Cash Flows from Financing Activities Repayments of long-term debt (10.5 ) (1.0 ) (0.1 ) — (11.6 ) Payment of preferred stock dividend (11.0 ) — — — (11.0 ) Preferred stock conversion (10.9 ) — — — (10.9 ) Proceeds from exercise of stock awards 6.6 — — — 6.6 Net cash received from stock repurchase contracts 1.1 — — — 1.1 Proceeds from Parent capitalization — 113.6 — (113.6 ) — Payments for equity distributions — (581.3 ) (0.1 ) 581.4 — Net payments for intercompany revolver — — (7.7 ) 7.7 — Other, net 0.2 — — — 0.2 Net Cash Used in Financing Activities (24.5 ) (468.7 ) (7.9 ) 475.5 (25.6 ) Effect of exchange rate changes on cash and cash equivalents — — 0.8 — 0.8 Net Increase (Decrease) in Cash and Cash Equivalents 189.8 (13.7 ) 10.1 5.6 191.8 Cash and Cash Equivalents, Beginning of Year 809.6 30.5 19.2 (17.9 ) 841.4 Cash and Cash Equivalents, End of Period $ 999.4 $ 16.8 $ 29.3 $ (12.3 ) $ 1,033.2 Nine Months Ended June 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total Net Cash (Used in) Provided by Operating Activities $ (35.9 ) $ 453.4 $ (5.2 ) $ (150.6 ) $ 261.7 Cash Flows from Investing Activities Business acquisitions, net of cash acquired (1,067.1 ) (172.1 ) (1.2 ) — (1,240.4 ) Additions to property — (71.6 ) (2.7 ) — (74.3 ) Restricted cash — 71.3 2.7 — 74.0 Insurance proceeds on property losses — 1.8 — — 1.8 Other, net — 0.2 — — 0.2 Capitalization of subsidiaries (138.5 ) — — 138.5 — Proceeds from equity distributions 240.0 — — (240.0 ) — Net payments for intercompany revolver (17.4 ) — — 17.4 — Net Cash Used in Investing Activities (983.0 ) (170.4 ) (1.2 ) (84.1 ) (1,238.7 ) Cash Flows from Financing Activities Proceeds from issuance of senior notes 696.5 — — — 696.5 Proceeds from issuance of common stock 341.4 — — — 341.4 Repayments of long term-debt (18.3 ) (2.0 ) (0.4 ) — (20.7 ) Payments of preferred stock dividends (12.8 ) — — — (12.8 ) Payments of debt issuance costs (18.5 ) — — — (18.5 ) Proceeds from Parent capitalization — 128.0 0.9 (128.9 ) — Payments for equity distributions — (371.9 ) — 371.9 — Net receipts from intercompany revolver — — 17.4 (17.4 ) — Other, net (1.7 ) — — — (1.7 ) Net Cash Provided by (Used in) Financing Activities 986.6 (245.9 ) 17.9 225.6 984.2 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (1.3 ) — (1.3 ) Net (Decrease) Increase in Cash and Cash Equivalents (32.3 ) 37.1 10.2 (9.1 ) 5.9 Cash and Cash Equivalents, Beginning of Year 246.6 15.7 10.0 (3.9 ) 268.4 Cash and Cash Equivalents, End of Period $ 214.3 $ 52.8 $ 20.2 $ (13.0 ) $ 274.3 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2016 | |
Subsequent Event [Line Items] | |
Subsequent Events | On August 3, 2016, the Company issued 5.0% senior notes due in July 2026 in an aggregate principal amount of $1,750.0 . The majority of the proceeds were used to (i) acquire 7.375% senior notes maturing February 2022 with a principal value of approximately $1,242.0 which were accepted for purchase in connection with the Company’s tender offer completed August 3, 2016, (ii) repay the $374.4 principal balance of the term loan and (iii) pay investment banking and other fees. |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | Employee-Related Costs Pension Curtailment Accelerated Depreciation Total Balance at September 30, 2014 $ 0.7 $ — $ — $ 0.7 Charge to expense 12.8 — 1.0 13.8 Cash payments (0.8 ) — — (0.8 ) Non-cash charges — — (1.0 ) (1.0 ) Balance at June 30, 2015 $ 12.7 $ — $ — $ 12.7 Balance at September 30, 2015 $ 10.5 $ — $ — $ 10.5 Charge to expense 2.1 — 0.4 2.5 Cash payments (9.0 ) — — (9.0 ) Non-cash charges (0.9 ) — (0.4 ) (1.3 ) Balance at June 30, 2016 $ 2.7 $ — $ — $ 2.7 Total expected restructuring charge $ 18.5 $ 1.7 $ 20.1 $ 40.3 Cumulative restructuring charges incurred to date 18.5 1.7 20.1 40.3 Remaining expected restructuring charge $ — $ — $ — $ — |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | Cash and cash equivalents $ 19.2 Receivables 11.1 Inventories 10.3 Prepaid expenses and other current assets 0.5 Property 56.2 Goodwill 4.2 Other intangible assets 15.2 Other assets 0.1 Accounts payable (2.2 ) Other current liabilities (1.0 ) Total acquisition cost $ 113.6 |
Business Acquisition, Pro Forma Information | Three Months Ended Nine Months Ended 2016 2015 2016 2015 Pro forma net sales $ 1,246.1 $ 1,310.5 $ 3,766.0 $ 3,888.5 Pro forma net earnings (loss) available to common shareholders $ — $ 48.5 $ 13.2 $ (9.7 ) Pro forma basic earnings (loss) per common share $ — $ 0.82 $ 0.19 $ (0.18 ) Pro forma diluted earnings (loss) per common share $ — $ 0.80 $ 0.19 $ (0.18 ) |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | Post Consumer Brands Michael Foods Group Active Nutrition Private Brands Total Balance, September 30, 2015 Goodwill (gross) $ 1,993.9 $ 1,341.6 $ 180.7 $ 254.0 $ 3,770.2 Accumulated impairment losses (609.1 ) — (88.3 ) — (697.4 ) Goodwill (net) $ 1,384.8 $ 1,341.6 $ 92.4 $ 254.0 $ 3,072.8 Goodwill acquired — 4.2 — — 4.2 Currency translation adjustment 0.2 — — 4.3 4.5 Balance, June 30, 2016 Goodwill (gross) $ 1,994.1 $ 1,345.8 $ 180.7 $ 258.3 $ 3,778.9 Accumulated impairment losses (609.1 ) — (88.3 ) — (697.4 ) Goodwill (net) $ 1,385.0 $ 1,345.8 $ 92.4 $ 258.3 $ 3,081.5 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Total intangible assets | June 30, 2016 September 30, 2015 Carrying Accumulated Amortization Net Carrying Accumulated Amortization Net Subject to amortization: Customer relationships $ 2,013.7 $ (275.0 ) $ 1,738.7 $ 1,998.6 $ (192.7 ) $ 1,805.9 Trademarks/brands 795.4 (110.3 ) 685.1 780.9 (79.1 ) 701.8 Other intangible assets 21.9 (7.1 ) 14.8 21.3 (5.4 ) 15.9 2,831.0 (392.4 ) 2,438.6 2,800.8 (277.2 ) 2,523.6 Not subject to amortization: Trademarks/brands 434.5 — 434.5 445.7 — 445.7 $ 3,265.5 $ (392.4 ) $ 2,873.1 $ 3,246.5 $ (277.2 ) $ 2,969.3 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted earnings per share | Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net earnings (loss) for basic earnings (loss) per share $ — $ 19.8 $ 12.0 $ (55.5 ) Net earnings (loss) for diluted earnings (loss) per share $ — $ 19.8 $ 12.0 $ (55.5 ) Weighted-average shares outstanding 64.3 54.0 63.7 49.5 Effect of TEUs on weighted-average shares for basic earnings (loss) per share 4.9 4.9 4.9 4.9 Weighted-average shares for basic earnings (loss) per share 69.2 58.9 68.6 54.4 Effect of dilutive securities: Stock options — 0.7 1.1 — Stock appreciation rights — 0.1 0.1 — Restricted stock awards — 0.3 0.3 — TEUs — 0.8 — — Total dilutive securities — 1.9 1.5 — Weighted-average shares for diluted earnings (loss) per share 69.2 60.8 70.1 54.4 Basic earnings (loss) per common share $ — $ 0.34 $ 0.17 $ (1.02 ) Diluted earnings (loss) per common share $ — $ 0.33 $ 0.17 $ (1.02 ) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Nine Months Ended 2016 2015 2016 2015 Stock options 4.2 1.3 0.3 4.6 Stock appreciation rights 0.2 0.1 — 0.3 Restricted stock awards 0.9 — 0.2 0.5 TEUs — — — 0.9 Preferred shares conversion to common 9.1 11.0 9.1 11.0 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Schedule of Inventory | June 30, September 30, Raw materials and supplies $ 112.1 $ 142.5 Work in process 20.4 15.3 Finished products 342.8 286.8 Flocks 33.3 20.7 $ 508.6 $ 465.3 |
Property, net (Tables)
Property, net (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, net | June 30, September 30, 2015 Property, at cost $ 1,849.4 $ 1,737.7 Accumulated depreciation (509.5 ) (404.5 ) $ 1,339.9 $ 1,333.2 |
Derivative Financial Instrume31
Derivative Financial Instruments and Hedging (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position | Balance Sheet Location June 30, September 30, 2015 Commodity contracts Prepaid expenses and other current assets $ 2.2 $ 0.4 Energy contracts Prepaid expenses and other current assets 3.5 0.2 Total Assets $ 5.7 $ 0.6 Commodity contracts Other current liabilities 0.9 1.2 Energy contracts Other current liabilities 1.0 4.7 Interest rate swaps Other current liabilities 1.8 4.9 Interest rate swaps Other liabilities 300.4 127.9 Total Liabilities $ 304.1 $ 138.7 |
Schedule of Derivative Instruments, (Gain) Loss in Statement of Financial Performance | (Gain) Loss Recognized in Statement of Operations Statement of Operations Location Three Months Ended Nine Months Ended June 30, 2016 2015 2016 2015 Commodity contracts Cost of goods sold $ (1.0 ) $ (4.8 ) $ 3.2 $ (13.2 ) Energy contracts Cost of goods sold (4.1 ) 4.5 0.8 8.1 Interest rate swaps Other expense (income) 62.6 (41.9 ) 169.4 41.5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value, by Balance Sheet Grouping | June 30, 2016 September 30, 2015 Total Level 1 Level 2 Total Level 1 Level 2 Assets: Deferred compensation investment $ 11.3 $ 11.3 $ — $ 10.3 $ 10.3 $ — Derivative assets 5.7 — 5.7 0.6 — 0.6 $ 17.0 $ 11.3 $ 5.7 $ 10.9 $ 10.3 $ 0.6 Liabilities: Deferred compensation liabilities $ 17.3 $ — $ 17.3 $ 14.2 $ — $ 14.2 Derivative liabilities 304.1 — 304.1 138.7 — 138.7 $ 321.4 $ — $ 321.4 $ 152.9 $ — $ 152.9 The following table presents the fair value of Post’s long-term debt which is classified as Level 2 in the fair value hierarchy per ASC Topic 820: June 30, September 30, 2015 Senior notes $ 4,341.9 $ 4,112.5 Term loan 374.6 374.0 TEUs 21.4 28.6 4.57% 2012 Series Bond maturing September 2017 1.9 2.9 Capital leases — 2.8 $ 4,739.8 $ 4,520.8 |
Fair Value Measurements, Nonrecurring | Balance, September 30, 2015 $ 11.4 Transfers into held for sale 10.1 Losses on assets held for sale (9.5 ) Cash received from sale of assets (1.7 ) Balance, June 30, 2016 $ 10.3 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt as of the dates indicated consists of the following: June 30, September 30, 2015 7.375% Senior Notes maturing February 2022 $ 1,375.0 $ 1,375.0 6.75% Senior Notes maturing December 2021 875.0 875.0 6.00% Senior Notes maturing December 2022 630.0 630.0 7.75% Senior Notes maturing March 2024 800.0 800.0 8.00% Senior Notes maturing July 2025 400.0 400.0 Term Loan 374.4 374.4 TEUs 14.6 25.1 4.57% 2012 Series Bond maturing September 2017 1.9 2.9 Capital leases — 2.8 $ 4,470.9 $ 4,485.2 Less: Current Portion (15.9 ) (16.0 ) Plus: Unamortized premiums, net of discounts 38.0 42.2 Total long-term debt $ 4,493.0 $ 4,511.4 |
Pension and Other Postretirem34
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Pension and Other Postretirement Benefit Expense [Abstract] | |
Schedule of net benefit costs and assumptions used in calculation | Pension Benefits Three Months Ended Nine Months Ended 2016 2015 2016 2015 Components of net periodic benefit cost Service cost $ 1.0 $ 0.8 $ 3.0 $ 2.7 Interest cost 0.7 0.6 1.9 1.7 Expected return on plan assets (0.6 ) (0.6 ) (1.9 ) (1.8 ) Recognized net actuarial loss 0.3 0.3 0.8 0.7 Recognized prior service cost — — 0.2 0.2 Net periodic benefit cost $ 1.4 $ 1.1 $ 4.0 $ 3.5 Other Benefits Three Months Ended Nine Months Ended 2016 2015 2016 2015 Components of net periodic benefit cost Service cost $ 0.1 $ 0.5 $ 0.9 $ 1.5 Interest cost 0.8 1.1 3.2 3.5 Recognized net actuarial loss 0.5 0.4 1.2 1.1 Recognized prior service credit (1.5 ) (0.4 ) (2.4 ) (1.2 ) Net periodic benefit (gain) cost $ (0.1 ) $ 1.6 $ 2.9 $ 4.9 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net Sales Post Consumer Brands $ 434.5 $ 356.9 $ 1,286.2 $ 818.3 Michael Foods Group 518.0 564.7 1,662.1 1,714.3 Active Nutrition 156.1 153.8 415.7 418.8 Private Brands 137.9 136.7 403.2 389.4 Eliminations (0.4 ) (0.3 ) (1.2 ) (2.4 ) Total $ 1,246.1 $ 1,211.8 $ 3,766.0 $ 3,338.4 Segment Profit (Loss) Post Consumer Brands $ 75.2 $ 51.6 $ 212.8 $ 140.0 Michael Foods Group 65.6 48.4 236.0 130.3 Active Nutrition 17.7 7.9 42.0 (2.9 ) Private Brands 9.0 10.5 29.6 27.8 Total segment profit 167.5 118.4 520.4 295.2 General corporate expenses and other 25.5 37.1 83.0 123.3 Interest expense, net 77.3 65.0 232.3 184.9 Other expense (income) 62.6 (41.9 ) 169.4 41.5 Earnings (loss) before income taxes $ 2.1 $ 58.2 $ 35.7 $ (54.5 ) Depreciation and amortization Post Consumer Brands $ 26.1 $ 19.4 $ 78.6 $ 43.6 Michael Foods Group 35.5 35.7 106.0 108.8 Active Nutrition 6.4 6.8 18.8 20.6 Private Brands 6.2 6.3 18.6 18.8 Total segment depreciation and amortization 74.2 68.2 222.0 191.8 Corporate and accelerated depreciation 1.5 2.2 4.9 4.9 Total $ 75.7 $ 70.4 $ 226.9 $ 196.7 Assets June 30, 2016 September 30, 2015 Post Consumer Brands $ 3,416.1 $ 3,473.0 Michael Foods Group 3,509.0 3,506.0 Active Nutrition 632.6 645.4 Private Brands 650.9 651.6 Corporate 1,107.1 944.4 Total $ 9,315.7 $ 9,220.4 |
Condensed Consolidating Finan36
Condensed Consolidating Financial Statements of Guarantors (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Schedule Of Condensed Financial Statements [Abstract] | |
Schedule of Condensed Income Statement | POST HOLDINGS, INC. CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 1,126.2 $ 133.3 $ (13.4 ) $ 1,246.1 Cost of goods sold — 746.3 115.0 (13.4 ) 847.9 Gross Profit — 379.9 18.3 — 398.2 Selling, general and administrative expenses 5.0 202.5 8.5 — 216.0 Amortization of intangible assets — 35.9 2.3 — 38.2 Other operating expenses (income), net — 2.3 (0.3 ) — 2.0 Operating (Loss) Profit (5.0 ) 139.2 7.8 — 142.0 Interest expense (income), net 74.7 (0.1 ) 2.7 — 77.3 Other expense 62.6 — — — 62.6 (Loss) Earnings before Income Taxes (142.3 ) 139.3 5.1 — 2.1 Income tax expense (benefit) 2.2 (5.0 ) 1.6 — (1.2 ) Net (Loss) Earnings before Equity in Subsidiaries (144.5 ) 144.3 3.5 — 3.3 Equity earnings in subsidiaries 147.8 — — (147.8 ) — Net Earnings $ 3.3 $ 144.3 $ 3.5 $ (147.8 ) $ 3.3 Total Comprehensive Income $ 2.7 $ 143.9 $ 2.9 $ (146.8 ) $ 2.7 Three Months Ended June 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 1,077.8 $ 149.3 $ (15.3 ) $ 1,211.8 Cost of goods sold — 782.6 128.0 (15.3 ) 895.3 Gross Profit — 295.2 21.3 — 316.5 Selling, general and administrative expenses 3.9 176.9 12.5 — 193.3 Amortization of intangible assets — 34.2 2.5 — 36.7 Other operating expenses, net 1.0 4.2 — — 5.2 Operating (Loss) Profit (4.9 ) 79.9 6.3 — 81.3 Interest expense (income), net 61.9 (0.2 ) 3.3 — 65.0 Other income (41.9 ) — — — (41.9 ) (Loss) Earnings before Income Taxes (24.9 ) 80.1 3.0 — 58.2 Income tax expense (benefit) 34.3 (2.3 ) 2.2 — 34.2 Net (Loss) Earnings before Equity in Subsidiaries (59.2 ) 82.4 0.8 — 24.0 Equity earnings (loss) in subsidiaries 83.2 (1.1 ) — (82.1 ) — Net Earnings $ 24.0 $ 81.3 $ 0.8 $ (82.1 ) $ 24.0 Total Comprehensive Income $ 31.4 $ 81.5 $ 4.4 $ (85.9 ) $ 31.4 Nine Months Ended June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 3,404.4 $ 406.0 $ (44.4 ) $ 3,766.0 Cost of goods sold — 2,293.7 346.7 (44.4 ) 2,596.0 Gross Profit — 1,110.7 59.3 — 1,170.0 Selling, general and administrative expenses 14.5 566.2 27.9 — 608.6 Amortization of intangible assets — 107.6 6.8 — 114.4 Other operating expenses (income), net — 19.6 (10.0 ) — 9.6 Operating (Loss) Profit (14.5 ) 417.3 34.6 — 437.4 Interest expense (income), net 224.7 (0.6 ) 8.2 — 232.3 Other expense 169.4 — — — 169.4 (Loss) Earnings before Income Taxes (408.6 ) 417.9 26.4 — 35.7 Income tax (benefit) expense (23.2 ) 19.8 5.4 — 2.0 Net (Loss) Earnings before Equity in Subsidiaries (385.4 ) 398.1 21.0 — 33.7 Equity earnings in subsidiaries 419.1 8.2 — (427.3 ) — Net Earnings $ 33.7 $ 406.3 $ 21.0 $ (427.3 ) $ 33.7 Total Comprehensive Income $ 65.3 $ 428.2 $ 25.3 $ (453.5 ) $ 65.3 Nine Months Ended June 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total Net Sales $ — $ 2,996.3 $ 378.7 $ (36.6 ) $ 3,338.4 Cost of goods sold — 2,211.3 322.6 (36.6 ) 2,497.3 Gross Profit — 785.0 56.1 — 841.1 Selling, general and administrative expenses 12.7 484.4 39.8 — 536.9 Amortization of intangible assets — 96.3 7.6 — 103.9 Other operating expenses, net 1.0 27.2 0.2 — 28.4 Operating (Loss) Profit (13.7 ) 177.1 8.5 — 171.9 Interest expense (income), net 175.9 (0.7 ) 9.7 — 184.9 Other expense 41.5 — — — 41.5 (Loss) Earnings before Income Taxes (231.1 ) 177.8 (1.2 ) — (54.5 ) Income tax (benefit) expense (49.7 ) 36.3 1.7 — (11.7 ) Net (Loss) Earnings before Equity in Subsidiaries (181.4 ) 141.5 (2.9 ) — (42.8 ) Equity earnings (loss) in subsidiaries 138.6 (2.2 ) — (136.4 ) — Net (Loss) Earnings $ (42.8 ) $ 139.3 $ (2.9 ) $ (136.4 ) $ (42.8 ) Total Comprehensive (Loss) Income $ (75.7 ) $ 140.0 $ (19.5 ) $ (120.5 ) $ (75.7 ) |
Schedule of Condensed Balance Sheet | POST HOLDINGS, INC. CONDENSED CONSOLIDATING BALANCE SHEETS (Unaudited) June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total ASSETS Current Assets Cash and cash equivalents $ 999.4 $ 16.8 $ 29.3 $ (12.3 ) $ 1,033.2 Restricted cash 1.1 0.9 0.7 — 2.7 Receivables, net 5.6 320.5 54.8 (13.9 ) 367.0 Inventories — 442.8 65.8 — 508.6 Prepaid expenses and other current assets 13.7 36.4 1.5 — 51.6 Total Current Assets 1,019.8 817.4 152.1 (26.2 ) 1,963.1 Property, net — 1,300.8 39.1 — 1,339.9 Goodwill — 2,949.0 132.5 — 3,081.5 Other intangible assets, net — 2,780.8 92.3 — 2,873.1 Intercompany receivable 1,159.9 — — (1,159.9 ) — Intercompany notes receivable 151.3 — — (151.3 ) — Investment in subsidiaries 6,289.8 21.1 — (6,310.9 ) — Other assets 50.6 6.5 1.0 — 58.1 Total Assets $ 8,671.4 $ 7,875.6 $ 417.0 $ (7,648.3 ) $ 9,315.7 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 14.6 $ 1.3 $ — $ — $ 15.9 Accounts payable — 223.4 30.6 (26.2 ) 227.8 Other current liabilities 86.3 262.7 21.2 — 370.2 Total Current Liabilities 100.9 487.4 51.8 (26.2 ) 613.9 Long-term debt 4,492.4 0.6 — — 4,493.0 Intercompany payable — 1,153.4 6.5 (1,159.9 ) — Intercompany notes payable — — 151.3 (151.3 ) — Deferred income taxes 713.8 — 23.6 — 737.4 Other liabilities 324.1 98.6 8.5 — 431.2 Total Liabilities 5,631.2 1,740.0 241.7 (1,337.4 ) 6,275.5 Total Shareholders’ Equity 3,040.2 6,135.6 175.3 (6,310.9 ) 3,040.2 Total Liabilities and Shareholders’ Equity $ 8,671.4 $ 7,875.6 $ 417.0 $ (7,648.3 ) $ 9,315.7 September 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total ASSETS Current Assets Cash and cash equivalents $ 809.6 $ 30.5 $ 19.2 $ (17.9 ) $ 841.4 Restricted cash 1.1 17.0 0.7 — 18.8 Receivables, net 8.5 310.0 61.7 (14.0 ) 366.2 Inventories — 396.1 69.2 — 465.3 Deferred income taxes 47.5 — 0.2 — 47.7 Intercompany notes receivable 7.7 — — (7.7 ) — Prepaid expenses and other current assets 12.7 27.9 1.7 — 42.3 Total Current Assets 887.1 781.5 152.7 (39.6 ) 1,781.7 Property, net — 1,286.0 47.2 — 1,333.2 Goodwill — 2,944.8 128.0 — 3,072.8 Other intangible assets, net — 2,873.3 96.0 — 2,969.3 Intercompany receivable 1,129.8 — — (1,129.8 ) — Intercompany notes receivable 146.2 — — (146.2 ) — Investment in subsidiaries 6,311.9 21.9 — (6,333.8 ) — Other assets 57.4 5.3 0.7 — 63.4 Total Assets $ 8,532.4 $ 7,912.8 $ 424.6 $ (7,649.4 ) $ 9,220.4 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Current portion of long-term debt $ 14.1 $ 1.6 $ 0.3 $ — $ 16.0 Accounts payable — 254.0 43.1 (31.9 ) 265.2 Intercompany notes payable — — 7.7 (7.7 ) — Other current liabilities 76.1 225.7 28.0 — 329.8 Total Current Liabilities 90.2 481.3 79.1 (39.6 ) 611.0 Long-term debt 4,507.7 1.3 2.4 — 4,511.4 Intercompany payable — 1,124.2 5.6 (1,129.8 ) — Intercompany notes payable — — 146.2 (146.2 ) — Deferred income taxes 807.0 — 24.8 — 831.8 Other liabilities 151.5 130.9 7.8 — 290.2 Total Liabilities 5,556.4 1,737.7 265.9 (1,315.6 ) 6,244.4 Total Shareholders’ Equity 2,976.0 6,175.1 158.7 (6,333.8 ) 2,976.0 Total Liabilities and Shareholders’ Equity $ 8,532.4 $ 7,912.8 $ 424.6 $ (7,649.4 ) $ 9,220.4 |
Schedule of Condensed Cash Flow Statement | POST HOLDINGS, INC. CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended June 30, 2016 Parent Non- Company Guarantors Guarantors Eliminations Total Net Cash Provided by Operating Activities $ 145.4 $ 609.2 $ 13.6 $ (400.7 ) $ 367.5 Cash Flows from Investing Activities Business acquisitions, net of cash acquired — (94.4 ) — — (94.4 ) Additions to property — (77.8 ) (3.3 ) — (81.1 ) Restricted cash — 16.1 — — 16.1 Proceeds from sale of property and assets held for sale — 1.8 — — 1.8 Proceeds from sale of businesses (0.2 ) — 6.9 — 6.7 Capitalization of subsidiaries (123.2 ) — — 123.2 — Proceeds from equity distributions 184.6 0.1 — (184.7 ) — Net receipts from intercompany revolver 7.7 — — (7.7 ) — Net Cash Provided by (Used in) Investing Activities 68.9 (154.2 ) 3.6 (69.2 ) (150.9 ) Cash Flows from Financing Activities Repayments of long-term debt (10.5 ) (1.0 ) (0.1 ) — (11.6 ) Payment of preferred stock dividend (11.0 ) — — — (11.0 ) Preferred stock conversion (10.9 ) — — — (10.9 ) Proceeds from exercise of stock awards 6.6 — — — 6.6 Net cash received from stock repurchase contracts 1.1 — — — 1.1 Proceeds from Parent capitalization — 113.6 — (113.6 ) — Payments for equity distributions — (581.3 ) (0.1 ) 581.4 — Net payments for intercompany revolver — — (7.7 ) 7.7 — Other, net 0.2 — — — 0.2 Net Cash Used in Financing Activities (24.5 ) (468.7 ) (7.9 ) 475.5 (25.6 ) Effect of exchange rate changes on cash and cash equivalents — — 0.8 — 0.8 Net Increase (Decrease) in Cash and Cash Equivalents 189.8 (13.7 ) 10.1 5.6 191.8 Cash and Cash Equivalents, Beginning of Year 809.6 30.5 19.2 (17.9 ) 841.4 Cash and Cash Equivalents, End of Period $ 999.4 $ 16.8 $ 29.3 $ (12.3 ) $ 1,033.2 Nine Months Ended June 30, 2015 Parent Non- Company Guarantors Guarantors Eliminations Total Net Cash (Used in) Provided by Operating Activities $ (35.9 ) $ 453.4 $ (5.2 ) $ (150.6 ) $ 261.7 Cash Flows from Investing Activities Business acquisitions, net of cash acquired (1,067.1 ) (172.1 ) (1.2 ) — (1,240.4 ) Additions to property — (71.6 ) (2.7 ) — (74.3 ) Restricted cash — 71.3 2.7 — 74.0 Insurance proceeds on property losses — 1.8 — — 1.8 Other, net — 0.2 — — 0.2 Capitalization of subsidiaries (138.5 ) — — 138.5 — Proceeds from equity distributions 240.0 — — (240.0 ) — Net payments for intercompany revolver (17.4 ) — — 17.4 — Net Cash Used in Investing Activities (983.0 ) (170.4 ) (1.2 ) (84.1 ) (1,238.7 ) Cash Flows from Financing Activities Proceeds from issuance of senior notes 696.5 — — — 696.5 Proceeds from issuance of common stock 341.4 — — — 341.4 Repayments of long term-debt (18.3 ) (2.0 ) (0.4 ) — (20.7 ) Payments of preferred stock dividends (12.8 ) — — — (12.8 ) Payments of debt issuance costs (18.5 ) — — — (18.5 ) Proceeds from Parent capitalization — 128.0 0.9 (128.9 ) — Payments for equity distributions — (371.9 ) — 371.9 — Net receipts from intercompany revolver — — 17.4 (17.4 ) — Other, net (1.7 ) — — — (1.7 ) Net Cash Provided by (Used in) Financing Activities 986.6 (245.9 ) 17.9 225.6 984.2 Effect of Exchange Rate Changes on Cash and Cash Equivalents — — (1.3 ) — (1.3 ) Net (Decrease) Increase in Cash and Cash Equivalents (32.3 ) 37.1 10.2 (9.1 ) 5.9 Cash and Cash Equivalents, Beginning of Year 246.6 15.7 10.0 (3.9 ) 268.4 Cash and Cash Equivalents, End of Period $ 214.3 $ 52.8 $ 20.2 $ (13.0 ) $ 274.3 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | $ 10.5 | $ 0.7 | ||
Charge to expense | $ 0.8 | $ 10.7 | 2.5 | 13.8 |
Cash payments | (9) | (0.8) | ||
Non-cash charges | (1.3) | (1) | ||
Ending Balance | 2.7 | 12.7 | 2.7 | 12.7 |
Total expected restructuring charge | 40.3 | 40.3 | ||
Cumulative restructuring charges incurred to date | 40.3 | 40.3 | ||
Remaining expected restructuring charge | 0 | 0 | ||
Employee Severance [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 10.5 | 0.7 | ||
Charge to expense | 2.1 | 12.8 | ||
Cash payments | (9) | (0.8) | ||
Non-cash charges | (0.9) | 0 | ||
Ending Balance | 2.7 | 12.7 | 2.7 | 12.7 |
Total expected restructuring charge | 18.5 | 18.5 | ||
Cumulative restructuring charges incurred to date | 18.5 | 18.5 | ||
Remaining expected restructuring charge | 0 | 0 | ||
Pension curtailment [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | 0 | ||
Charge to expense | 0 | 0 | ||
Cash payments | 0 | 0 | ||
Non-cash charges | 0 | 0 | ||
Ending Balance | 0 | 0 | 0 | 0 |
Total expected restructuring charge | 1.7 | 1.7 | ||
Cumulative restructuring charges incurred to date | 1.7 | 1.7 | ||
Remaining expected restructuring charge | 0 | 0 | ||
Accelerated depreciation [Member] | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Balance | 0 | 0 | ||
Charge to expense | 0.4 | 1 | ||
Cash payments | 0 | 0 | ||
Non-cash charges | (0.4) | (1) | ||
Ending Balance | 0 | $ 0 | 0 | $ 0 |
Total expected restructuring charge | 20.1 | 20.1 | ||
Cumulative restructuring charges incurred to date | 20.1 | 20.1 | ||
Remaining expected restructuring charge | $ 0 | $ 0 |
Restructuring Narrative (Detail
Restructuring Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 0.8 | $ 10.7 | $ 2.5 | $ 13.8 | |
Losses on assets held for sale | 1.1 | $ 4.9 | 9.5 | $ 27.4 | |
Level 3 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Carrying value of assets held for sale | $ 10.3 | 10.3 | $ 11.4 | ||
Losses on assets held for sale | $ 9.5 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Mar. 02, 2016 | Oct. 04, 2015 | May 04, 2015 | Nov. 01, 2014 | Oct. 02, 2014 | May 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Oct. 03, 2015 | May 01, 2015 |
Business Acquisition [Line Items] | ||||||||||||||||
Common Stock, Shares, Issued | 900 | 2,450 | ||||||||||||||
Shares Issued, Price Per Share | $ 46.60 | |||||||||||||||
Net Sales | $ 1,246.1 | $ 1,211.8 | $ 3,766 | $ 3,338.4 | ||||||||||||
Operating Profit (Loss) | 142 | 81.3 | 437.4 | 171.9 | ||||||||||||
Goodwill | 3,081.5 | $ 3,072.8 | 3,081.5 | |||||||||||||
Proceeds from sale of businesses | 6.7 | 0 | ||||||||||||||
Foreign Currency Translation Reclassification Adjustment from AOCI | 0 | 0 | 1.3 | 0 | ||||||||||||
Business Combination, Acquisition Related Costs | 5.1 | $ 5.4 | 7.3 | $ 12.2 | ||||||||||||
Willamette Egg [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 90 | |||||||||||||||
Business Combination, Consideration Transferred | 109 | |||||||||||||||
Business Combinations, Purchase Price Adjustment, Net Working Capital Settlement | $ 4.6 | |||||||||||||||
Net Sales | 18.2 | 70.2 | ||||||||||||||
Operating Profit (Loss) | $ 0.5 | 13.1 | ||||||||||||||
Cash and cash equivalents | $ 19.2 | |||||||||||||||
Receivables | 11.1 | |||||||||||||||
Inventories | 10.3 | |||||||||||||||
Prepaid expenses and other current assets | 0.5 | |||||||||||||||
Property | 56.2 | |||||||||||||||
Goodwill | 4.2 | |||||||||||||||
Other intangible assets | 15.2 | |||||||||||||||
Other assets | 0.1 | |||||||||||||||
Accounts payable | (2.2) | |||||||||||||||
Other current liabilities | (1) | |||||||||||||||
Total acquisition cost | $ 113.6 | |||||||||||||||
MOM Brands Company [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Combination, Consideration Transferred | $ 1,181.5 | |||||||||||||||
Business Combination, Consideration Transferred, Other | $ 114.4 | |||||||||||||||
Business Combinations, Purchase Price Adjustment, Net Working Capital Settlement | $ 4 | |||||||||||||||
American Blanching Company [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 128 | |||||||||||||||
PowerBar and Musashi [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 150 | |||||||||||||||
Business Combination, Consideration Transferred | $ 136.1 | |||||||||||||||
Business Combinations, Purchase Price Adjustment, Net Working Capital Settlement | $ 1.7 | |||||||||||||||
Michael Foods Canada [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Proceeds from sale of businesses | $ 6.9 | |||||||||||||||
Business Divestiture, Purchase Price Adjustment, Net Working Capital Settlement | $ 0.5 | |||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 6.4 | |||||||||||||||
Gain (Loss) on Disposition of Business | 2 | |||||||||||||||
Foreign Currency Translation Reclassification Adjustment from AOCI | $ 1.3 | |||||||||||||||
PowerBar Australia [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business Divestiture, Purchase Price Adjustment, Net Working Capital Settlement | $ 0.2 | |||||||||||||||
Customer Relationships [Member] | Willamette Egg [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 12.7 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | |||||||||||||||
Trademarks [Member] | Willamette Egg [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Finite-lived Intangible Assets Acquired | $ 2.5 | |||||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years |
Business combinations pro forma
Business combinations pro forma financial information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Combinations [Abstract] | ||||
Pro forma net sales | $ 1,246.1 | $ 1,310.5 | $ 3,766 | $ 3,888.5 |
Pro forma net earnings (loss) available to common shareholders | $ 0 | $ 48.5 | $ 13.2 | $ (9.7) |
Pro forma basic income (loss) per share (in US$ per share) | $ 0 | $ 0.82 | $ 0.19 | $ (0.18) |
Pro forma diluted income (loss) per share (in US$ per share) | $ 0 | $ 0.80 | $ 0.19 | $ (0.18) |
Goodwill (Details)
Goodwill (Details) $ in Millions | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, Gross | $ 3,770.2 |
Goodwill, Impaired, Accumulated Impairment Loss | (697.4) |
Goodwill, beginning of period | 3,072.8 |
Goodwill, Acquired During Period | 4.2 |
Currency translation adjustment | 4.5 |
Goodwill, Gross | 3,778.9 |
Goodwill, Impaired, Accumulated Impairment Loss | (697.4) |
Goodwill, end of period | 3,081.5 |
Post Consumer Brands Segment [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Gross | 1,993.9 |
Goodwill, Impaired, Accumulated Impairment Loss | (609.1) |
Goodwill, beginning of period | 1,384.8 |
Goodwill, Acquired During Period | 0 |
Currency translation adjustment | 0.2 |
Goodwill, Gross | 1,994.1 |
Goodwill, Impaired, Accumulated Impairment Loss | (609.1) |
Goodwill, end of period | 1,385 |
Michael Foods Group Segment [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Gross | 1,341.6 |
Goodwill, Impaired, Accumulated Impairment Loss | 0 |
Goodwill, beginning of period | 1,341.6 |
Goodwill, Acquired During Period | 4.2 |
Currency translation adjustment | 0 |
Goodwill, Gross | 1,345.8 |
Goodwill, Impaired, Accumulated Impairment Loss | 0 |
Goodwill, end of period | 1,345.8 |
Active Nutrition segment [Member] [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Gross | 180.7 |
Goodwill, Impaired, Accumulated Impairment Loss | (88.3) |
Goodwill, beginning of period | 92.4 |
Goodwill, Acquired During Period | 0 |
Currency translation adjustment | 0 |
Goodwill, Gross | 180.7 |
Goodwill, Impaired, Accumulated Impairment Loss | (88.3) |
Goodwill, end of period | 92.4 |
Private Brands segment [Member] | |
Goodwill [Roll Forward] | |
Goodwill, Gross | 254 |
Goodwill, Impaired, Accumulated Impairment Loss | 0 |
Goodwill, beginning of period | 254 |
Goodwill, Acquired During Period | 0 |
Currency translation adjustment | 4.3 |
Goodwill, Gross | 258.3 |
Goodwill, Impaired, Accumulated Impairment Loss | 0 |
Goodwill, end of period | $ 258.3 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate, Percent | (57.10%) | 58.80% | 5.60% | 21.50% |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Sep. 30, 2015 |
Finite-Lived Intangible Assets [Abstract] | ||
Finite-Lived Intangible Assets, Gross | $ 2,831 | $ 2,800.8 |
Finite-Lived Intangible Assets, Accumulated Amortization | (392.4) | (277.2) |
Finite-Lived Intangible Assets, Net | 2,438.6 | 2,523.6 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Carrying amount, total | 3,265.5 | 3,246.5 |
Other intangible assets, net | 2,873.1 | 2,969.3 |
Trademarks [Member] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) [Abstract] | ||
Carrying amount | 434.5 | 445.7 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Finite-Lived Intangible Assets, Gross | 2,013.7 | 1,998.6 |
Finite-Lived Intangible Assets, Accumulated Amortization | (275) | (192.7) |
Finite-Lived Intangible Assets, Net | 1,738.7 | 1,805.9 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Finite-Lived Intangible Assets, Gross | 795.4 | 780.9 |
Finite-Lived Intangible Assets, Accumulated Amortization | (110.3) | (79.1) |
Finite-Lived Intangible Assets, Net | 685.1 | 701.8 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Abstract] | ||
Finite-Lived Intangible Assets, Gross | 21.9 | 21.3 |
Finite-Lived Intangible Assets, Accumulated Amortization | (7.1) | (5.4) |
Finite-Lived Intangible Assets, Net | $ 14.8 | $ 15.9 |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net Earnings (Loss) Available to Common Shareholders | $ 0 | $ 19.8 | $ 12 | $ (55.5) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ 0 | $ 19.8 | $ 12 | $ (55.5) |
Weighted Average Number of Shares Outstanding, Basic and Diluted | 64,300,000 | 54,000,000 | 63,700,000 | 49,500,000 |
Dilutive Securities, Effect on Basic Earnings Per Share | 4,900,000 | 4,900,000 | 4,900,000 | 4,900,000 |
Weighted-average shares for basic earnings per share | 69,200,000 | 58,900,000 | 68,600,000 | 54,400,000 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 1,900,000 | 1,500,000 | 0 |
Weighted-average shares for diluted earnings per share | 69,200,000 | 60,800,000 | 70,100,000 | 54,400,000 |
Basic earnings per share (in usd per share) | $ 0 | $ 0.34 | $ 0.17 | $ (1.02) |
Diluted earnings per share (in usd per share) | $ 0 | $ 0.33 | $ 0.17 | $ (1.02) |
Employee Stock Option [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 700,000 | 1,100,000 | 0 |
Stock Appreciation Rights (SARs) [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 100,000 | 100,000 | 0 |
Restricted Stock [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 300,000 | 300,000 | 0 |
Tangible Equity Units [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 0 | 800,000 | 0 | 0 |
Preferred Stock [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | ||||
Minimum [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Tangible Equity Unit, Equity Component, Settlement Rate per Unit | 1.7114 | |||
Maximum [Member] | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Tangible Equity Unit, Equity Component, Settlement Rate per Unit | 2.0964 |
Earnings (Loss) Per Share Antid
Earnings (Loss) Per Share Antidilutive shares excluded from earnings per share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4.2 | 1.3 | 0.3 | 4.6 |
Stock Appreciation Rights (SARs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.2 | 0.1 | 0 | 0.3 |
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0.9 | 0 | 0.2 | 0.5 |
Tangible Equity Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0.9 |
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9.1 | 11 | 9.1 | 11 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Sep. 30, 2015 |
Inventory [Abstract] | ||
Raw materials and supplies | $ 112.1 | $ 142.5 |
Work in process | 20.4 | 15.3 |
Finished products | 342.8 | 286.8 |
Flocks | 33.3 | 20.7 |
Inventories | $ 508.6 | $ 465.3 |
Property, net (Details)
Property, net (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Sep. 30, 2015 |
Property, Plant and Equipment [Abstract] | ||
Property, at cost | $ 1,849.4 | $ 1,737.7 |
Accumulated depreciation | (509.5) | (404.5) |
Property, net | $ 1,339.9 | $ 1,333.2 |
Derivative Financial Instrume48
Derivative Financial Instruments and Hedging (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2015 | |
Derivatives, Fair Value | ||
Derivative, Remaining Maturity | 12 months | |
Collateral Already Posted | $ 1 | $ 10.7 |
Assets, Total [Member] | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 5.7 | 0.6 |
Liabilities, Total [Member] | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 304.1 | 138.7 |
Commodity Contract [Member] | ||
Derivatives, Fair Value | ||
Derivative, Notional Amount | 32.6 | |
Commodity Contract [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 2.2 | 0.4 |
Commodity Contract [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 0.9 | 1.2 |
Energy Contracts [Member] | ||
Derivatives, Fair Value | ||
Derivative, Notional Amount | 17.7 | |
Energy Contracts [Member] | Other Current Assets [Member] | ||
Derivatives, Fair Value | ||
Derivative Asset, Fair Value, Gross Asset | 3.5 | 0.2 |
Energy Contracts [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 1 | 4.7 |
Interest Rate Swap [Member] | ||
Derivatives, Fair Value | ||
Derivative, Notional Amount | $ 77.9 | |
Derivative, Fixed Interest Rate | 3.10% | |
Interest Rate Swap [Member] | Other Current Liabilities [Member] | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | $ 1.8 | 4.9 |
Interest Rate Swap [Member] | Other Noncurrent Liabilities [Member] | ||
Derivatives, Fair Value | ||
Derivative Liability, Fair Value, Gross Liability | 300.4 | $ 127.9 |
Interest rate swap, rate lock swaps, net settlement July 2018 [Member] | ||
Derivatives, Fair Value | ||
Derivative, Notional Amount | $ 750 | |
Derivative, Fixed Interest Rate | 4.00% | |
Interest rate swap, rate lock swaps, net settlement December 2019 [Member] | ||
Derivatives, Fair Value | ||
Derivative, Notional Amount | $ 899.3 | |
Derivative, Fixed Interest Rate | 3.70% |
Derivative Financial Instrume49
Derivative Financial Instruments and Hedging Gain(Loss) recognized in earnings from derivative instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Commodity Contract [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, (Gain) Loss [Line Items] | ||||
Derivative Instruments, (Gain) Loss Recognized in Income, Net | $ (1) | $ (4.8) | $ 3.2 | $ (13.2) |
Energy Contracts [Member] | Cost of Sales [Member] | ||||
Derivative Instruments, (Gain) Loss [Line Items] | ||||
Derivative Instruments, (Gain) Loss Recognized in Income, Net | (4.1) | 4.5 | 0.8 | 8.1 |
Interest Rate Swap [Member] | Operating Expense [Member] | ||||
Derivative Instruments, (Gain) Loss [Line Items] | ||||
Derivative Instruments, (Gain) Loss Recognized in Income, Net | $ 62.6 | $ (41.9) | $ 169.4 | $ 41.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Sep. 30, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan Assets | $ 11.3 | $ 10.3 |
Derivative instruments | 5.7 | 0.6 |
Assets, Fair Value Disclosure | 17 | 10.9 |
Deferred compensation liabilities | 17.3 | 14.2 |
Derivative Liability | 304.1 | 138.7 |
Other Liabilities, Fair Value Disclosure | 321.4 | 152.9 |
Long-term Debt, Fair Value | 4,739.8 | 4,520.8 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan Assets | 11.3 | 10.3 |
Derivative instruments | 0 | 0 |
Assets, Fair Value Disclosure | 11.3 | 10.3 |
Deferred compensation liabilities | 0 | 0 |
Derivative Liability | 0 | 0 |
Other Liabilities, Fair Value Disclosure | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan Assets | 0 | 0 |
Derivative instruments | 5.7 | 0.6 |
Assets, Fair Value Disclosure | 5.7 | 0.6 |
Deferred compensation liabilities | 17.3 | 14.2 |
Derivative Liability | 304.1 | 138.7 |
Other Liabilities, Fair Value Disclosure | 321.4 | 152.9 |
Senior Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 4,341.9 | 4,112.5 |
Term Loan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 374.6 | 374 |
TEUs [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 21.4 | 28.6 |
Secured Debt, Other [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | 1.9 | 2.9 |
Capital Lease Obligations [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term Debt, Fair Value | $ 0 | $ 2.8 |
Fair Value Measurements Assets
Fair Value Measurements Assets Held for Sale (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Losses on assets held for sale | $ (1.1) | $ (4.9) | $ (9.5) | $ (27.4) |
Level 3 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance, September 30, 2015 | 11.4 | |||
Transfers into held for sale | 10.1 | |||
Losses on assets held for sale | (9.5) | |||
Cash received from sale of assets | (1.7) | |||
Balance, June 30, 2016 | $ 10.3 | $ 10.3 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | May 01, 2015 | |
Stockholders' Equity Note [Abstract] | |||||
Common Stock, Shares, Issued | 900,000 | 2,450,000 | |||
Convertible preferred stock, preferred shares converted | 2,000,000 | ||||
Preferred stock conversion | $ 10.9 | $ 0 | |||
Convertible Preferred Stock, Shares Issued upon Conversion | 2.1192 | 2.1192 | |||
Upfront payment for share repurchases | $ 0 | $ 28.3 | |||
Transaction costs paid in connection with stock repurchase contracts | 0 | 0.2 | |||
Aggregate cash received under share repurchase agreement | $ 29.4 | $ 29.4 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Debt Instrument | |||
Repayments of Long-term Debt | $ 11,600,000 | $ 20,700,000 | |
Secured Debt, Other | 1,900,000 | $ 2,900,000 | |
Capital Lease Obligations | 0 | 2,800,000 | |
Long-term Debt | 4,470,900,000 | 4,485,200,000 | |
Current portion of long-term debt | (15,900,000) | (16,000,000) | |
Plus: Unamortized premiums, net of discounts | 38,000,000 | 42,200,000 | |
Long-term debt | 4,493,000,000 | 4,511,400,000 | |
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | ||
Letters of Credit Outstanding, Amount | 11,900,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 388,100,000 | ||
Debt Covenant, Leverage Ratio | 3 | ||
Debt covenant, interest coverage ratio | 1.75 | ||
Debt covenant, consolidated interest coverage ratio | 2 | ||
Debt Covenant, Maximum Undischarged Judgments | 75,000,000 | ||
7.375% Senior Notes [Member] | |||
Debt Instrument | |||
Senior Notes | 1,375,000,000 | 1,375,000,000 | |
6.75% Senior Notes [Member] | |||
Debt Instrument | |||
Senior Notes | 875,000,000 | 875,000,000 | |
6.00% Senior Notes [Member] | |||
Debt Instrument | |||
Senior Notes | 630,000,000 | 630,000,000 | |
7.75% Senior Notes [Member] | |||
Debt Instrument | |||
Senior Notes | 800,000,000 | 800,000,000 | |
8.00% Senior Notes [Member] | |||
Debt Instrument | |||
Senior Notes | 400,000,000 | 400,000,000 | |
Term Loan [Member] | |||
Debt Instrument | |||
Loans Payable to Bank | 374,400,000 | ||
Tangible Equity Units Debt Component [Member] | |||
Debt Instrument | |||
Tangible Equity Units, Debt Component | $ 14,600,000 | $ 25,100,000 |
Pension and Other Postretirem54
Pension and Other Postretirement Benefits - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Defined Benefit Plan Disclosure | ||||
Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, before Tax | $ 36.1 | |||
Components of net periodic benefit cost [Abstract] | ||||
Defined Benefit Plan, Plan Amendments, net of tax | 22.3 | |||
Pension Benefits | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | $ 1 | $ 0.8 | 3 | $ 2.7 |
Interest cost | 0.7 | 0.6 | 1.9 | 1.7 |
Expected return on plan assets | (0.6) | (0.6) | (1.9) | (1.8) |
Recognized net actuarial loss | 0.3 | 0.3 | 0.8 | 0.7 |
Recognized prior service cost | 0 | 0 | 0.2 | 0.2 |
Net periodic benefit cost | 1.4 | 1.1 | 4 | 3.5 |
Other Postretirement Benefit Plan [Member] | ||||
Components of net periodic benefit cost [Abstract] | ||||
Service cost | 0.1 | 0.5 | 0.9 | 1.5 |
Interest cost | 0.8 | 1.1 | 3.2 | 3.5 |
Recognized net actuarial loss | 0.5 | 0.4 | 1.2 | 1.1 |
Recognized prior service cost | (1.5) | (0.4) | (2.4) | (1.2) |
Net periodic benefit cost | $ (0.1) | $ 1.6 | $ 2.9 | $ 4.9 |
Segments (Details)
Segments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 1,246.1 | $ 1,211.8 | $ 3,766 | $ 3,338.4 | |
Interest expense (income), net | 77.3 | 65 | 232.3 | 184.9 | |
Other expense (income) | 62.6 | (41.9) | 169.4 | 41.5 | |
Earnings (loss) before income taxes | 2.1 | 58.2 | 35.7 | (54.5) | |
Depreciation and amortization | 75.7 | 70.4 | 226.9 | 196.7 | |
Assets | 9,315.7 | 9,315.7 | $ 9,220.4 | ||
Post Consumer Brands Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 434.5 | 356.9 | 1,286.2 | 818.3 | |
Segment Profit | 75.2 | 51.6 | 212.8 | 140 | |
Depreciation and amortization | 26.1 | 19.4 | 78.6 | 43.6 | |
Assets | 3,416.1 | 3,416.1 | 3,473 | ||
Michael Foods Group Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 518 | 564.7 | 1,662.1 | 1,714.3 | |
Segment Profit | 65.6 | 48.4 | 236 | 130.3 | |
Depreciation and amortization | 35.5 | 35.7 | 106 | 108.8 | |
Assets | 3,509 | 3,509 | 3,506 | ||
Active Nutrition segment [Member] [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 156.1 | 153.8 | 415.7 | 418.8 | |
Segment Profit | 17.7 | 7.9 | 42 | (2.9) | |
Depreciation and amortization | 6.4 | 6.8 | 18.8 | 20.6 | |
Assets | 632.6 | 632.6 | 645.4 | ||
Private Brands segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 137.9 | 136.7 | 403.2 | 389.4 | |
Segment Profit | 9 | 10.5 | 29.6 | 27.8 | |
Depreciation and amortization | 6.2 | 6.3 | 18.6 | 18.8 | |
Assets | 650.9 | 650.9 | 651.6 | ||
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Other Expenses | 25.5 | 37.1 | 83 | 123.3 | |
Depreciation and amortization | 1.5 | 2.2 | 4.9 | 4.9 | |
Assets | 1,107.1 | 1,107.1 | $ 944.4 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | (0.4) | (0.3) | (1.2) | (2.4) | |
Total Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Profit | 167.5 | 118.4 | 520.4 | 295.2 | |
Depreciation and amortization | $ 74.2 | $ 68.2 | $ 222 | $ 191.8 |
Condensed Consolidating Finan56
Condensed Consolidating Financial Statements of Guarantors - Combined Statements of Operations (Condensed) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Net Sales | $ 1,246.1 | $ 1,211.8 | $ 3,766 | $ 3,338.4 |
Cost of goods sold | 847.9 | 895.3 | 2,596 | 2,497.3 |
Gross Profit | 398.2 | 316.5 | 1,170 | 841.1 |
Selling, general and administrative expenses | 216 | 193.3 | 608.6 | 536.9 |
Amortization of intangible assets | 38.2 | 36.7 | 114.4 | 103.9 |
Other operating expenses (income), net | 2 | 5.2 | 9.6 | 28.4 |
Operating Profit | 142 | 81.3 | 437.4 | 171.9 |
Interest expense (income), net | 77.3 | 65 | 232.3 | 184.9 |
Other expense (income) | 62.6 | (41.9) | 169.4 | 41.5 |
Earnings (Loss) before Income Taxes | 2.1 | 58.2 | 35.7 | (54.5) |
Income tax (benefit) expense | (1.2) | 34.2 | 2 | (11.7) |
Net (Loss) Earnings before Equity in Subsidiaries | 3.3 | 24 | 33.7 | (42.8) |
Equity earnings in subsidiaries | 0 | 0 | 0 | 0 |
Net Earnings (Loss) | 3.3 | 24 | 33.7 | (42.8) |
Total Comprehensive Income (Loss) | 2.7 | 31.4 | 65.3 | (75.7) |
Parent Company | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Sales | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross Profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 5 | 3.9 | 14.5 | 12.7 |
Amortization of intangible assets | 0 | 0 | 0 | 0 |
Other operating expenses (income), net | 0 | 1 | 0 | 1 |
Operating Profit | (5) | (4.9) | (14.5) | (13.7) |
Interest expense (income), net | 74.7 | 61.9 | 224.7 | 175.9 |
Other expense (income) | 62.6 | (41.9) | 169.4 | 41.5 |
Earnings (Loss) before Income Taxes | (142.3) | (24.9) | (408.6) | (231.1) |
Income tax (benefit) expense | 2.2 | 34.3 | (23.2) | (49.7) |
Net (Loss) Earnings before Equity in Subsidiaries | (144.5) | (59.2) | (385.4) | (181.4) |
Equity earnings in subsidiaries | 147.8 | 83.2 | 419.1 | 138.6 |
Net Earnings (Loss) | 3.3 | 24 | 33.7 | (42.8) |
Total Comprehensive Income (Loss) | 2.7 | 31.4 | 65.3 | (75.7) |
Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Sales | 1,126 | 1,077.8 | 3,404.4 | 2,996.3 |
Cost of goods sold | 746.3 | 782.6 | 2,293.7 | 2,211.3 |
Gross Profit | 379.9 | 295.2 | 1,110.7 | 785 |
Selling, general and administrative expenses | 202.5 | 176.9 | 566.2 | 484.4 |
Amortization of intangible assets | 35.9 | 34.2 | 107.6 | 96.3 |
Other operating expenses (income), net | 2.3 | 4.2 | 19.6 | 27.2 |
Operating Profit | 139.2 | 79.9 | 417.3 | 177.1 |
Interest Income (Expense), Nonoperating, Net | (0.1) | (0.2) | (0.6) | (0.7) |
Other expense (income) | 0 | 0 | 0 | 0 |
Earnings (Loss) before Income Taxes | 139.3 | 80.1 | 417.9 | 177.8 |
Income tax (benefit) expense | (5) | (2.3) | 19.8 | 36.3 |
Net (Loss) Earnings before Equity in Subsidiaries | 144.3 | 82.4 | 398.1 | 141.5 |
Equity earnings in subsidiaries | 0 | (1.1) | 8.2 | (2.2) |
Net Earnings (Loss) | 144.3 | 81.3 | 406.3 | 139.3 |
Total Comprehensive Income (Loss) | 143.9 | 81.5 | 428.2 | 140 |
Non-Guarantors | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Sales | 133.3 | 149.3 | 406 | 378.7 |
Cost of goods sold | 115 | 128 | 346.7 | 322.6 |
Gross Profit | 18.3 | 21.3 | 59.3 | 56.1 |
Selling, general and administrative expenses | 8.5 | 12.5 | 27.9 | 39.8 |
Amortization of intangible assets | 2.3 | 2.5 | 6.8 | 7.6 |
Other operating expenses (income), net | (0.3) | 0 | (10) | 0.2 |
Operating Profit | 7.8 | 6.3 | 34.6 | 8.5 |
Interest expense (income), net | 2.7 | 3.3 | 8.2 | 9.7 |
Other expense (income) | 0 | 0 | 0 | 0 |
Earnings (Loss) before Income Taxes | 5.1 | 3 | 26.4 | (1.2) |
Income tax (benefit) expense | 1.6 | 2.2 | 5.4 | 1.7 |
Net (Loss) Earnings before Equity in Subsidiaries | 3.5 | 0.8 | 21 | (2.9) |
Equity earnings in subsidiaries | 0 | 0 | 0 | 0 |
Net Earnings (Loss) | 3.5 | 0.8 | 21 | (2.9) |
Total Comprehensive Income (Loss) | 2.9 | 4.4 | 25.3 | (19.5) |
Eliminations | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Net Sales | (13.4) | (15.3) | (44.4) | (36.6) |
Cost of goods sold | (13.4) | (15.3) | (44.4) | (36.6) |
Gross Profit | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Amortization of intangible assets | 0 | 0 | 0 | 0 |
Other operating expenses (income), net | 0 | 0 | 0 | 0 |
Operating Profit | 0 | 0 | 0 | 0 |
Interest expense (income), net | 0 | 0 | 0 | 0 |
Other expense (income) | 0 | 0 | 0 | 0 |
Earnings (Loss) before Income Taxes | 0 | 0 | 0 | 0 |
Income tax (benefit) expense | 0 | 0 | 0 | 0 |
Net (Loss) Earnings before Equity in Subsidiaries | 0 | 0 | 0 | 0 |
Equity earnings in subsidiaries | (147.8) | (82.1) | (427.3) | (136.4) |
Net Earnings (Loss) | (147.8) | (82.1) | (427.3) | (136.4) |
Total Comprehensive Income (Loss) | $ (146.8) | $ (85.9) | $ (453.5) | $ (120.5) |
Condensed Consolidating Finan57
Condensed Consolidating Financial Statements of Guarantors - Consolidated Balance Sheets (Condensed) (Details) - USD ($) $ in Millions | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 |
Assets, Current [Abstract] | ||||
Cash and cash equivalents | $ 1,033.2 | $ 841.4 | $ 274.3 | $ 268.4 |
Restricted cash | 2.7 | 18.8 | ||
Receivables, net | 367 | 366.2 | ||
Inventories | 508.6 | 465.3 | ||
Deferred income taxes | 0 | 47.7 | ||
Intercompany notes receivable | 0 | |||
Prepaid expenses and other current assets | 51.6 | 42.3 | ||
Total Current Assets | 1,963.1 | 1,781.7 | ||
Assets, Noncurrent [Abstract] | ||||
Property, net | 1,339.9 | 1,333.2 | ||
Goodwill | 3,081.5 | 3,072.8 | ||
Other intangible assets, net | 2,873.1 | 2,969.3 | ||
Intercompany receivable | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Other assets | 58.1 | 63.4 | ||
Total Assets | 9,315.7 | 9,220.4 | ||
Liabilities, Current [Abstract] | ||||
Current portion of long-term debt | 15.9 | 16 | ||
Accounts payable | 227.8 | 265.2 | ||
Intercompany notes payable | 0 | |||
Other current liabilities | 370.2 | 329.8 | ||
Total Current Liabilities | 613.9 | 611 | ||
Liabilities, Noncurrent [Abstract] | ||||
Long-term debt | 4,493 | 4,511.4 | ||
Intercompany payable | 0 | 0 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 737.4 | 831.8 | ||
Other liabilities | 431.2 | 290.2 | ||
Total Liabilities | 6,275.5 | 6,244.4 | ||
Total Shareholders’ Equity | 3,040.2 | 2,976 | ||
Total Liabilities and Shareholders’ Equity | 9,315.7 | 9,220.4 | ||
Parent Company | ||||
Assets, Current [Abstract] | ||||
Cash and cash equivalents | 999.4 | 809.6 | 214.3 | 246.6 |
Restricted cash | 1.1 | 1.1 | ||
Receivables, net | 5.6 | 8.5 | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 47.5 | |||
Intercompany notes receivable | 7.7 | |||
Prepaid expenses and other current assets | 13.7 | 12.7 | ||
Total Current Assets | 1,019.8 | 887.1 | ||
Assets, Noncurrent [Abstract] | ||||
Property, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Intercompany receivable | 1,159.9 | 1,129.8 | ||
Intercompany notes receivable | 151.3 | 146.2 | ||
Investment in subsidiaries | 6,289.8 | 6,311.9 | ||
Other assets | 50.6 | 57.4 | ||
Total Assets | 8,671.4 | 8,532.4 | ||
Liabilities, Current [Abstract] | ||||
Current portion of long-term debt | 14.6 | 14.1 | ||
Accounts payable | 0 | 0 | ||
Intercompany notes payable | 0 | |||
Other current liabilities | 86.3 | 76.1 | ||
Total Current Liabilities | 100.9 | 90.2 | ||
Liabilities, Noncurrent [Abstract] | ||||
Long-term debt | 4,492.4 | 4,507.7 | ||
Intercompany payable | 0 | 0 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 713.8 | 807 | ||
Other liabilities | 324.1 | 151.5 | ||
Total Liabilities | 5,631.2 | 5,556.4 | ||
Total Shareholders’ Equity | 3,040.2 | 2,976 | ||
Total Liabilities and Shareholders’ Equity | 8,671.4 | 8,532.4 | ||
Guarantors | ||||
Assets, Current [Abstract] | ||||
Cash and cash equivalents | 16.8 | 30.5 | 52.8 | 15.7 |
Restricted cash | 0.9 | 17 | ||
Receivables, net | 320.5 | 310 | ||
Inventories | 442.8 | 396.1 | ||
Deferred income taxes | 0 | |||
Intercompany notes receivable | 0 | |||
Prepaid expenses and other current assets | 36.4 | 27.9 | ||
Total Current Assets | 817.4 | 781.5 | ||
Assets, Noncurrent [Abstract] | ||||
Property, net | 1,300.8 | 1,286 | ||
Goodwill | 2,949 | 2,944.8 | ||
Other intangible assets, net | 2,780.8 | 2,873.3 | ||
Intercompany receivable | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Investment in subsidiaries | 21.1 | 21.9 | ||
Other assets | 6.5 | 5.3 | ||
Total Assets | 7,875.6 | 7,912.8 | ||
Liabilities, Current [Abstract] | ||||
Current portion of long-term debt | 1.3 | 1.6 | ||
Accounts payable | 223.4 | 254 | ||
Intercompany notes payable | 0 | |||
Other current liabilities | 262.7 | 225.7 | ||
Total Current Liabilities | 487.4 | 481.3 | ||
Liabilities, Noncurrent [Abstract] | ||||
Long-term debt | 0.6 | 1.3 | ||
Intercompany payable | 1,153.4 | 1,124.2 | ||
Intercompany notes payable | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 98.6 | 130.9 | ||
Total Liabilities | 1,740 | 1,737.7 | ||
Total Shareholders’ Equity | 6,135.6 | 6,175.1 | ||
Total Liabilities and Shareholders’ Equity | 7,875.6 | 7,912.8 | ||
Non-Guarantors | ||||
Assets, Current [Abstract] | ||||
Cash and cash equivalents | 29.3 | 19.2 | 20.2 | 10 |
Restricted cash | 0.7 | 0.7 | ||
Receivables, net | 54.8 | 61.7 | ||
Inventories | 65.8 | 69.2 | ||
Deferred income taxes | 0.2 | |||
Intercompany notes receivable | 0 | |||
Prepaid expenses and other current assets | 1.5 | 1.7 | ||
Total Current Assets | 152.1 | 152.7 | ||
Assets, Noncurrent [Abstract] | ||||
Property, net | 39.1 | 47.2 | ||
Goodwill | 132.5 | 128 | ||
Other intangible assets, net | 92.3 | 96 | ||
Intercompany receivable | 0 | 0 | ||
Intercompany notes receivable | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Other assets | 1 | 0.7 | ||
Total Assets | 417 | 424.6 | ||
Liabilities, Current [Abstract] | ||||
Current portion of long-term debt | 0 | 0.3 | ||
Accounts payable | 30.6 | 43.1 | ||
Intercompany notes payable | 7.7 | |||
Other current liabilities | 21.2 | 28 | ||
Total Current Liabilities | 51.8 | 79.1 | ||
Liabilities, Noncurrent [Abstract] | ||||
Long-term debt | 0 | 2.4 | ||
Intercompany payable | 6.5 | 5.6 | ||
Intercompany notes payable | 151.3 | 146.2 | ||
Deferred income taxes | 23.6 | 24.8 | ||
Other liabilities | 8.5 | 7.8 | ||
Total Liabilities | 241.7 | 265.9 | ||
Total Shareholders’ Equity | 175.3 | 158.7 | ||
Total Liabilities and Shareholders’ Equity | 417 | 424.6 | ||
Eliminations | ||||
Assets, Current [Abstract] | ||||
Cash and cash equivalents | (12.3) | (17.9) | $ (13) | $ (3.9) |
Restricted cash | 0 | 0 | ||
Receivables, net | (13.9) | (14) | ||
Inventories | 0 | 0 | ||
Deferred income taxes | 0 | |||
Intercompany notes receivable | (7.7) | |||
Prepaid expenses and other current assets | 0 | 0 | ||
Total Current Assets | (26.2) | (39.6) | ||
Assets, Noncurrent [Abstract] | ||||
Property, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Intercompany receivable | (1,159.9) | (1,129.8) | ||
Intercompany notes receivable | (151.3) | (146.2) | ||
Investment in subsidiaries | (6,310.9) | (6,333.8) | ||
Other assets | 0 | 0 | ||
Total Assets | (7,648.3) | (7,649.4) | ||
Liabilities, Current [Abstract] | ||||
Current portion of long-term debt | 0 | 0 | ||
Accounts payable | (26.2) | (31.9) | ||
Intercompany notes payable | (7.7) | |||
Other current liabilities | 0 | 0 | ||
Total Current Liabilities | (26.2) | (39.6) | ||
Liabilities, Noncurrent [Abstract] | ||||
Long-term debt | 0 | 0 | ||
Intercompany payable | (1,159.9) | (1,129.8) | ||
Intercompany notes payable | (151.3) | (146.2) | ||
Deferred income taxes | 0 | 0 | ||
Other liabilities | 0 | 0 | ||
Total Liabilities | (1,337.4) | (1,315.6) | ||
Total Shareholders’ Equity | (6,310.9) | (6,333.8) | ||
Total Liabilities and Shareholders’ Equity | $ (7,648.3) | $ (7,649.4) |
Condensed Consolidating Finan58
Condensed Consolidating Financial Statements of Guarantors - Consolidated Statements of Cash Flows (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net Cash Provided by (Used in) Operating Activities | $ 367.5 | $ 261.7 |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | (94.4) | (1,240.4) |
Additions to property | (81.1) | (74.3) |
Restricted cash | 16.1 | 74 |
Insurance proceeds on property losses | 0 | 1.8 |
Other, net | 0 | 0.2 |
Proceeds from sale of property and assets held for sale | 1.8 | 0 |
Proceeds from sale of businesses | 6.7 | 0 |
Capitalization of subsidiaries | 0 | 0 |
Proceeds from equity distributions | 0 | 0 |
Net receipts (payments) from intercompany revolver | 0 | 0 |
Net Cash Used in Investing Activities | (150.9) | (1,238.7) |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Senior Long-term Debt | 0 | 696.5 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 341.4 |
Repayments of Long-term Debt | (11.6) | (20.7) |
Payment of preferred stock dividend | (11) | (12.8) |
Payments of debt issuance costs | 0 | (18.5) |
Preferred stock conversion | (10.9) | 0 |
Proceeds from exercise of stock awards | 6.6 | 0 |
Net cash received from stock repurchase contracts | 1.1 | 0 |
Proceeds from parent capitalization | 0 | 0 |
Payments of equity distributions | 0 | 0 |
Net receipts (payments) for intercompany revolver | 0 | 0 |
Other, net | 0.2 | (1.7) |
Net Cash (Used in) Provided by Financing Activities | (25.6) | 984.2 |
Effect of exchange rate changes on cash | 0.8 | (1.3) |
Net Increase in Cash and Cash Equivalents | 191.8 | 5.9 |
Cash and Cash Equivalents, Beginning of Year | 841.4 | 268.4 |
Cash and Cash Equivalents, End of Period | 1,033.2 | 274.3 |
Parent Company | ||
Cash Flows from Operating Activities: | ||
Net Cash Provided by (Used in) Operating Activities | 145.4 | (35.9) |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | 0 | (1,067.1) |
Additions to property | 0 | 0 |
Restricted cash | 0 | 0 |
Insurance proceeds on property losses | 0 | |
Other, net | 0 | |
Proceeds from sale of property and assets held for sale | 0 | |
Proceeds from sale of businesses | (0.2) | |
Capitalization of subsidiaries | (123.2) | (138.5) |
Proceeds from equity distributions | 184.6 | 240 |
Net receipts (payments) from intercompany revolver | 7.7 | (17.4) |
Net Cash Used in Investing Activities | 68.9 | (983) |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Senior Long-term Debt | 696.5 | |
Proceeds from issuance of common stock, net of issuance costs | 341.4 | |
Repayments of Long-term Debt | (10.5) | (18.3) |
Payment of preferred stock dividend | (11) | (12.8) |
Payments of debt issuance costs | (18.5) | |
Preferred stock conversion | (10.9) | |
Proceeds from exercise of stock awards | 6.6 | |
Net cash received from stock repurchase contracts | 1.1 | |
Proceeds from parent capitalization | 0 | 0 |
Payments of equity distributions | 0 | 0 |
Net receipts (payments) for intercompany revolver | 0 | 0 |
Other, net | 0.2 | (1.7) |
Net Cash (Used in) Provided by Financing Activities | (24.5) | 986.6 |
Effect of exchange rate changes on cash | 0 | 0 |
Net Increase in Cash and Cash Equivalents | 189.8 | (32.3) |
Cash and Cash Equivalents, Beginning of Year | 809.6 | 246.6 |
Cash and Cash Equivalents, End of Period | 999.4 | 214.3 |
Guarantors | ||
Cash Flows from Operating Activities: | ||
Net Cash Provided by (Used in) Operating Activities | 609.2 | 453.4 |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | (94.4) | (172.1) |
Additions to property | (77.8) | (71.6) |
Restricted cash | 16.1 | 71.3 |
Insurance proceeds on property losses | 1.8 | |
Other, net | 0.2 | |
Proceeds from sale of property and assets held for sale | 1.8 | |
Proceeds from sale of businesses | 0 | |
Capitalization of subsidiaries | 0 | 0 |
Proceeds from equity distributions | 0.1 | 0 |
Net receipts (payments) from intercompany revolver | 0 | 0 |
Net Cash Used in Investing Activities | (154.2) | (170.4) |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Senior Long-term Debt | 0 | |
Proceeds from issuance of common stock, net of issuance costs | 0 | |
Repayments of Long-term Debt | (1) | (2) |
Payment of preferred stock dividend | 0 | 0 |
Payments of debt issuance costs | 0 | |
Preferred stock conversion | 0 | |
Proceeds from exercise of stock awards | 0 | |
Net cash received from stock repurchase contracts | 0 | |
Proceeds from parent capitalization | 113.6 | 128 |
Payments of equity distributions | (581.3) | (371.9) |
Net receipts (payments) for intercompany revolver | 0 | 0 |
Other, net | 0 | 0 |
Net Cash (Used in) Provided by Financing Activities | (468.7) | (245.9) |
Effect of exchange rate changes on cash | 0 | 0 |
Net Increase in Cash and Cash Equivalents | (13.7) | 37.1 |
Cash and Cash Equivalents, Beginning of Year | 30.5 | 15.7 |
Cash and Cash Equivalents, End of Period | 16.8 | 52.8 |
Non-Guarantors | ||
Cash Flows from Operating Activities: | ||
Net Cash Provided by (Used in) Operating Activities | 13.6 | (5.2) |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | 0 | (1.2) |
Additions to property | (3.3) | (2.7) |
Restricted cash | 0 | 2.7 |
Insurance proceeds on property losses | 0 | |
Other, net | 0 | |
Proceeds from sale of property and assets held for sale | 0 | |
Proceeds from sale of businesses | 6.9 | |
Capitalization of subsidiaries | 0 | 0 |
Proceeds from equity distributions | 0 | 0 |
Net receipts (payments) from intercompany revolver | 0 | 0 |
Net Cash Used in Investing Activities | 3.6 | (1.2) |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Senior Long-term Debt | 0 | |
Proceeds from issuance of common stock, net of issuance costs | 0 | |
Repayments of Long-term Debt | (0.1) | (0.4) |
Payment of preferred stock dividend | 0 | 0 |
Payments of debt issuance costs | 0 | |
Preferred stock conversion | 0 | |
Proceeds from exercise of stock awards | 0 | |
Net cash received from stock repurchase contracts | 0 | |
Proceeds from parent capitalization | 0 | 0.9 |
Payments of equity distributions | (0.1) | 0 |
Net receipts (payments) for intercompany revolver | (7.7) | 17.4 |
Other, net | 0 | 0 |
Net Cash (Used in) Provided by Financing Activities | (7.9) | 17.9 |
Effect of exchange rate changes on cash | 0.8 | (1.3) |
Net Increase in Cash and Cash Equivalents | 10.1 | 10.2 |
Cash and Cash Equivalents, Beginning of Year | 19.2 | 10 |
Cash and Cash Equivalents, End of Period | 29.3 | 20.2 |
Eliminations | ||
Cash Flows from Operating Activities: | ||
Net Cash Provided by (Used in) Operating Activities | (400.7) | (150.6) |
Cash Flows from Investing Activities: | ||
Business acquisitions, net of cash acquired | 0 | 0 |
Additions to property | 0 | 0 |
Restricted cash | 0 | 0 |
Insurance proceeds on property losses | 0 | |
Other, net | 0 | |
Proceeds from sale of property and assets held for sale | 0 | |
Proceeds from sale of businesses | 0 | |
Capitalization of subsidiaries | 123.2 | 138.5 |
Proceeds from equity distributions | (184.7) | (240) |
Net receipts (payments) from intercompany revolver | (7.7) | 17.4 |
Net Cash Used in Investing Activities | (69.2) | (84.1) |
Cash Flows from Financing Activities: | ||
Proceeds from Issuance of Senior Long-term Debt | 0 | |
Proceeds from issuance of common stock, net of issuance costs | 0 | |
Repayments of Long-term Debt | 0 | 0 |
Payment of preferred stock dividend | 0 | 0 |
Payments of debt issuance costs | 0 | |
Preferred stock conversion | 0 | |
Proceeds from exercise of stock awards | 0 | |
Net cash received from stock repurchase contracts | 0 | |
Proceeds from parent capitalization | (113.6) | (128.9) |
Payments of equity distributions | 581.4 | 371.9 |
Net receipts (payments) for intercompany revolver | 7.7 | (17.4) |
Other, net | 0 | 0 |
Net Cash (Used in) Provided by Financing Activities | 475.5 | 225.6 |
Effect of exchange rate changes on cash | 0 | 0 |
Net Increase in Cash and Cash Equivalents | 5.6 | (9.1) |
Cash and Cash Equivalents, Beginning of Year | (17.9) | (3.9) |
Cash and Cash Equivalents, End of Period | $ (12.3) | $ (13) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | Aug. 03, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 |
Subsequent Event [Line Items] | ||||
Proceeds from Issuance of Senior Long-term Debt | $ 0 | $ 696.5 | ||
Repayments of Long-term Debt | 11.6 | $ 20.7 | ||
5.00% Senior Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Senior Notes | $ 1,750 | |||
7.375% Senior Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Senior Notes | $ 1,375 | $ 1,375 | ||
7.375% Senior Notes [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 7.375% | |||
Repayments of Long-term Debt | $ 1,242 | |||
Term Loan [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayments of Long-term Debt | $ 374.4 |